Merchant Terms & Conditions

Platform Merchant Service Agreement — RewardIf

Doc Ref: RI-MTC-2026-001 Effective: 22 June 2026 RSquared Solutions Pty Ltd (ABN 54 679 038 058) legal@rewardif.com
IMPORTANT — PLEASE READ CAREFULLY

By registering for or using the RewardIf platform, you acknowledge that you have read, understood, and agree to be legally bound by these terms. If you do not agree, do not register or use the platform.

1. Parties, Definitions & Interpretation

These Merchant Terms and Conditions ("Agreement") are a legally binding contract between RSquared Solutions Pty Ltd (ABN 54 679 038 058), trading as RewardIf ("RewardIf", "we", "us", "our"), and the business entity or individual ("Merchant", "you", "your") who registers to use the RewardIf platform.

1.1 Definitions

"Agreement" means these Merchant Terms and Conditions together with the Privacy Policy, any Data Processing Addendum, and any plan-specific or special terms, all incorporated by reference.

"Platform" means the RewardIf software-as-a-service application, APIs, dashboards, and associated tools provided by RewardIf.

"Merchant Content" means all data, text, images, branding, loyalty programme rules, and customer information you upload to or generate through the Platform.

"Customer Data" means personal information about your end customers collected via the Platform.

"Authorised User" means any employee, contractor, or agent authorised by you to access the Platform under your account.

"Subscription Fee" means the recurring fee payable for access to the Platform under your selected plan.

"Confidential Information" means any non-public business, technical, financial, or operational information disclosed by one party to the other.

"Force Majeure Event" means any circumstance beyond a party's reasonable control, including natural disasters, pandemics, cyberattacks, government actions, or infrastructure failures.

1.2 Interpretation

In this Agreement: (a) headings are for convenience only and do not affect interpretation; (b) the singular includes the plural and vice versa; (c) a reference to a law includes any amendment, re-enactment, or successor law; (d) 'including' means 'including without limitation'.

2. Eligibility & Account Registration

2.1 Eligibility

To register as a Merchant you must:

2.2 Accurate Information

You must provide accurate, complete, and current information at registration and must promptly update your account if any information changes. RewardIf may verify your business details (including ABN lookup) at any time. Providing false information is a material breach and grounds for immediate termination.

2.3 Account Security & Responsibility

You are solely and fully responsible for: (a) maintaining the confidentiality of all login credentials; (b) all activities conducted under your account, whether authorised by you or not; (c) immediately notifying RewardIf at legal@rewardif.com of any suspected unauthorised access, compromise, or security incident. RewardIf accepts no liability for losses arising from your failure to maintain account security.

2.4 Authorised Users

You may grant Authorised Users access to your account. You are responsible for ensuring all Authorised Users comply with this Agreement. Any act or omission by an Authorised User is deemed to be your own act or omission.

2.5 One Account Per Location

Each business location requires a separate subscription unless you have a multi-location or franchise arrangement expressly agreed in writing with RewardIf. Sharing a single account across multiple unregistered locations is a breach of this Agreement.

3. Subscription, Fees & Billing

3.1 Plan Selection

RewardIf offers subscription tiers as described at rewardif.com at the time of your subscription. Features and limits are as specified in your selected plan. RewardIf may alter plan features with 30 days' notice.

3.2 Fees & GST

All Subscription Fees are in Australian Dollars (AUD). Unless stated otherwise, prices are exclusive of GST. GST of 10% applies to all supplies made to Australian Merchants. RewardIf will issue a valid tax invoice for each payment.

3.3 Billing & Auto-Renewal

Subscription Fees are billed in advance, monthly or annually depending on your plan selection, and will auto-renew at the end of each billing cycle. You authorise RewardIf to charge your nominated payment method via Stripe on each billing date without further notice.

3.4 Price Changes

RewardIf may change Subscription Fees by providing at least 30 days' written notice by email. Your continued use of the Platform after the notice period constitutes acceptance of the new pricing. If you do not accept the new pricing, you must cancel before the new pricing takes effect.

3.5 Failed Payments

If a payment fails: (a) RewardIf will attempt re-processing within 3 days; (b) if still outstanding after 7 days, your account may be suspended and access restricted; (c) if still outstanding after 30 days, RewardIf may terminate your account and data deletion procedures under clause 7.4 may commence. You remain liable for all outstanding amounts plus any bank or processing fees incurred.

3.6 Disputed Charges

If you dispute a charge, you must notify RewardIf in writing within 30 days of the billing date. Disputes raised after 30 days are deemed accepted. Initiating a payment chargeback without first raising a dispute with RewardIf is a breach of this Agreement, and RewardIf reserves the right to recover any chargeback amounts, fees, and associated costs.

3.7 No Refunds

Subscription Fees are non-refundable except where required by the Australian Consumer Law (ACL). Unused subscription periods upon cancellation are not refunded. Where ACL guarantees apply, liability is limited as described in clause 12.

3.8 Free Trials

Where a free trial is offered, no payment is required during the trial. At trial end, your account automatically converts to the selected paid plan unless cancelled before trial expiry. You may not create multiple accounts to circumvent trial limits — doing so is a breach and grounds for immediate termination of all associated accounts.

3.9 Taxes

You are responsible for all taxes, duties, and levies arising from your use of the Platform other than GST which RewardIf collects and remits. If withholding tax applies, you must gross up payments so RewardIf receives the full amount.

4. Platform Use & Acceptable Use Policy

4.1 Licence Grant

Subject to your continued compliance with this Agreement and timely payment of fees, RewardIf grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely for operating your own customer loyalty and engagement programme within Australia.

4.2 Restrictions

You must not, and must ensure Authorised Users do not:

4.3 Fair Use

SMS sends, emails, API calls, and storage are subject to plan limits. RewardIf may throttle or surcharge usage that materially and consistently exceeds plan entitlements, with at least 7 days' notice before surcharging.

4.4 Monitoring

RewardIf reserves the right to monitor Platform usage for compliance, security, fraud prevention, and service optimisation purposes. This does not create any obligation on RewardIf to actively monitor or detect every breach.

4.5 Breach Consequences

Any breach of this clause entitles RewardIf to immediately suspend your account pending investigation, and where the breach is serious or repeated, to terminate this Agreement without notice and without refund.

5. SMS, Email & Electronic Communications

5.1 Merchant Is the Sender

CRITICAL NOTICE: When you send SMS or email communications via the RewardIf Platform, you are the sender under Australian law. RSquared Solutions Pty Ltd (trading as RewardIf) is the technology conduit only. You bear sole legal responsibility for the content, targeting, and compliance of all messages sent via the Platform.

5.2 Spam Act 2003 (Cth) Compliance

All commercial electronic messages sent via the Platform must comply with the Spam Act 2003 (Cth). Without limiting this obligation, every message you send must:

5.3 Consent Records

You must maintain written records of consent for every customer you message via the Platform, in a format that identifies: (a) the customer; (b) the consent method (e.g. sign-up form, verbal opt-in, point-of-sale enrolment); (c) the date and time consent was obtained; and (d) the channel(s) consented to. You must provide these records to RewardIf or any regulatory authority upon request within 5 business days.

5.4 BYOC SMS Model — Sender ID Responsibility

The Platform operates on a Bring Your Own Carrier (BYOC) SMS model. You are solely responsible for:

RewardIf does not own, register, or control your Sender ID and is not liable for any ACMA enforcement action, carrier suspension, or regulatory penalty arising from your SMS programme.

5.5 Prohibited Message Content

You must not use the Platform to send messages that: (a) contain unlawful, defamatory, harassing, or discriminatory content; (b) promote illegal products or services; (c) make false or misleading representations about your loyalty programme rewards; (d) impersonate any person or organisation; or (e) violate any applicable advertising standards.

5.6 RewardIf's Right to Suspend Messaging

If RewardIf reasonably believes your messaging activity breaches this clause, applicable law, or carrier policies, RewardIf may immediately suspend your messaging capabilities without prior notice. Suspension does not entitle you to any fee credit or refund.

6. Data Protection, Privacy & Security

6.1 Data Controller / Processor

For the purposes of the Privacy Act 1988 (Cth) and Australian Privacy Principles (APPs):

6.2 Merchant Privacy Obligations

You represent, warrant, and undertake that:

6.3 RewardIf's Data Processing Obligations

RewardIf agrees to:

6.4 Sub-Processors

You consent to RewardIf's use of sub-processors to deliver the Platform (including Stripe, Resend, Mobile Message, and cloud hosting providers). RewardIf will maintain a current list of material sub-processors and notify you of significant changes.

6.5 Data Breach Obligations

Where a data breach triggers mandatory notification under the Notifiable Data Breaches (NDB) scheme under the Privacy Act 1988, each party is responsible for meeting its own NDB obligations. RewardIf will cooperate with you to assess whether notification to the Office of the Australian Information Commissioner (OAIC) and affected individuals is required.

6.6 Data Retention & Deletion

Upon termination of your account, you have 30 days to export Customer Data. After this period, RewardIf will securely delete Customer Data from live systems within 14 days. Encrypted backups may retain data for up to 90 days before permanent deletion. RewardIf may retain data required by law or for dispute resolution purposes.

6.7 Security Responsibility

RewardIf implements industry-standard security measures including TLS encryption in transit, encryption at rest, access controls, and regular security reviews. You acknowledge that no system is 100% secure and agree to: (a) use strong, unique passwords; (b) enable multi-factor authentication where available; (c) not share credentials; (d) comply with any security policies RewardIf communicates.

6.8 Data Ownership

Customer Data and Merchant Content remain your property. RewardIf acquires no ownership interest in Customer Data. You grant RewardIf a limited licence to process Customer Data solely to provide and improve the Platform.

7. Intellectual Property

7.1 RewardIf IP

All intellectual property in the Platform — including software, code, algorithms, databases, designs, trade marks, trade names, logos, documentation, and any improvements — is and remains exclusively owned by RSquared Solutions Pty Ltd. This Agreement does not transfer any ownership rights to you. The 'RewardIf' trade mark is owned by RSquared Solutions Pty Ltd.

7.2 No Reverse Engineering

You must not attempt to discover, copy, or derive any part of the Platform's source code, database schema, algorithms, or business logic by any means including but not limited to reverse engineering, decompiling, disassembly, or traffic analysis. Any attempt to do so is a material breach and will entitle RewardIf to seek injunctive relief without the need to prove damage.

7.3 Merchant Content Licence

You grant RewardIf a limited, non-exclusive, royalty-free licence to host, store, transmit, and display Merchant Content solely to provide the Platform services. RewardIf will not use your brand, content, or customer data for advertising or promotional purposes without your written consent.

7.4 Feedback

Any feedback, suggestions, or improvement ideas you provide to RewardIf may be used by RewardIf freely and without obligation, compensation, or attribution. You assign all rights in such feedback to RSquared Solutions Pty Ltd.

7.5 Platform Improvements

RewardIf may use anonymised, aggregated, non-personally-identifiable usage data to improve the Platform and develop new features. This does not constitute use of Customer Data for RewardIf's own commercial benefit.

8. Loyalty Programme Rules & Merchant Obligations

8.1 Merchant Responsibility

You are solely responsible for designing, operating, promoting, and honouring your loyalty programme. This includes setting point values, reward thresholds, reward descriptions, expiry terms, and any limitations. RewardIf is a technology platform only and does not co-design, endorse, or guarantee your reward offerings.

8.2 Honouring Earned Rewards

You must honour all rewards legitimately earned by customers under your published programme rules. Failure to honour earned rewards may constitute a breach of the Australian Consumer Law. RewardIf has no liability for disputes between you and your customers about redemptions, expiry, or programme changes.

8.3 Programme Changes

You may modify your programme rules, subject to: (a) providing customers with at least 30 days' advance notice of any material adverse change (e.g. devaluing, expiring, or withdrawing previously earned rewards); (b) not acting in a manner that would constitute misleading or deceptive conduct under the ACL; (c) updating your in-Platform programme rules promptly upon change. RewardIf will not be responsible for any customer disputes arising from inadequate notice of programme changes.

8.4 Misleading Programmes

You must not configure your loyalty programme in a way that is false, misleading, or deceptive to customers. You must not: (a) inflate point values to create an impression of greater benefit than actually provided; (b) set redemption thresholds so high as to render rewards practically unattainable without disclosure; (c) expire points without clear, prominently disclosed expiry terms.

8.5 Vehicle Registration Data

Where your programme uses vehicle registration numbers as enrolment identifiers (e.g. fuel stations, car washes), you must: (a) only collect registration numbers for the purpose of identifying and crediting loyalty transactions; (b) not use registration data for any other purpose; (c) ensure customers are clearly informed at enrolment that their registration number is stored; (d) comply with all applicable state and territory laws relating to vehicle data.

9. Service Availability & Support

9.1 Service Levels

RewardIf will use commercially reasonable efforts to maintain Platform availability. No specific uptime guarantee or SLA credit is provided unless expressly set out in a separate written agreement. The Platform is provided 'as is' subject to the ACL.

9.2 Planned Maintenance

Planned maintenance will generally occur outside Australian business hours. RewardIf will provide at least 24 hours' notice for material maintenance windows via email or in-platform notification.

9.3 Third-Party Outages

The Platform depends on third-party services (Stripe, Resend, SMS carriers, cloud hosting). RewardIf is not liable for service disruptions caused by third-party provider outages, provided RewardIf takes reasonable steps to restore service promptly.

9.4 Support

RewardIf provides support via email at legal@rewardif.com during Australian business hours (Mon–Fri, excluding public holidays). Support response times are best-efforts and do not constitute a binding SLA unless separately agreed.

10. Confidentiality

Each party agrees to: (a) keep the other party's Confidential Information strictly confidential; (b) not disclose Confidential Information to any third party without prior written consent; (c) use Confidential Information only as necessary to perform obligations under this Agreement; (d) apply at least the same degree of care to protect Confidential Information as it applies to its own confidential information, and in any event no less than reasonable care.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly known without breach; (ii) was lawfully known before disclosure; (iii) is lawfully received from a third party without restriction; (iv) is independently developed; or (v) must be disclosed by law, court order, or regulatory requirement (with prior notice where legally permissible).

These obligations survive termination of this Agreement for 3 years.

11. Warranties & Representations

11.1 Merchant Warranties

You represent and warrant, on a continuous basis throughout the term, that:

11.2 RewardIf Warranties

RewardIf warrants that it will provide the Platform services with reasonable care and skill. Except as expressly set out in this Agreement and to the maximum extent permitted by law, the Platform is provided 'as is' without any other warranty, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

12. Limitation of Liability & Indemnification

12.1 Cap on RewardIf Liability

To the maximum extent permitted by law, RewardIf's total aggregate liability to you for any and all claims arising out of or in connection with this Agreement (in contract, tort including negligence, statute, or otherwise) is capped at the total Subscription Fees paid by you in the 3 calendar months immediately preceding the event giving rise to the claim.

12.2 Exclusion of Consequential Loss

RewardIf will not be liable for any indirect, incidental, special, punitive, exemplary, or consequential loss or damage, including but not limited to: loss of revenue; loss of profits; loss of business; loss of data; loss of customers or goodwill; or cost of substitute services — even if advised of the possibility of such loss.

12.3 Australian Consumer Law

Nothing in this Agreement excludes, restricts, or modifies any guarantee, right, or remedy under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) that cannot lawfully be excluded. Where the ACL applies, RewardIf's liability for non-compliance with a consumer guarantee is limited, to the extent permitted, to re-supplying the services or paying the cost of re-supply.

12.4 Merchant Indemnity

You agree to indemnify, defend, and hold harmless RSquared Solutions Pty Ltd, its directors, officers, employees, and contractors ("Indemnified Parties") from and against all claims, losses, damages, fines, penalties, and costs (including legal costs on an indemnity basis) arising from or in connection with:

12.5 Mitigation

Each party must take reasonable steps to mitigate any loss or damage it suffers. Failure to mitigate may reduce the amount recoverable from the other party.

13. Term & Termination

13.1 Commencement

This Agreement commences on the date you complete registration and accept these terms, and continues until terminated.

13.2 Termination by Merchant

You may cancel your subscription at any time via account settings or by emailing legal@rewardif.com. Cancellation takes effect at the end of the current billing cycle. No refund is provided for unused time in the billing period.

13.3 Termination by RewardIf

RewardIf may terminate or suspend your account:

13.4 Effect of Termination

Upon termination: (a) your licence to use the Platform immediately ceases; (b) all outstanding fees become immediately due and payable; (c) you will have 30 days to export your data; (d) after 30 days, your data will be deleted per clause 6.6; (e) any accrued rights and remedies of either party are preserved.

13.5 Survival

Clauses 6 (Data & Privacy), 7 (IP), 10 (Confidentiality), 11.1 (Merchant Warranties), 12 (Liability & Indemnification), 13.4 (Effect of Termination), 14 (Dispute Resolution), and 15 (General Provisions) survive termination of this Agreement.

14. Dispute Resolution

14.1 Notice of Dispute

A party wishing to raise a dispute must provide written notice to the other party, identifying the nature of the dispute, the remedy sought, and any supporting information.

14.2 Good Faith Negotiation

Both parties must attempt to resolve the dispute through good faith senior-level negotiation within 21 days of the notice.

14.3 Mediation

If unresolved after 21 days, either party may refer the dispute to mediation administered by the Resolution Institute (Australia) or equivalent. Costs of mediation are shared equally unless the mediator directs otherwise.

14.4 Injunctive Relief

Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court where necessary to protect intellectual property, confidential information, or to prevent irreparable harm.

14.5 Governing Law & Jurisdiction

This Agreement is governed by the laws of the Commonwealth of Australia and the state in which RSquared Solutions Pty Ltd is registered. Each party irrevocably submits to the non-exclusive jurisdiction of Australian courts.

15. General Provisions

15.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the Platform and supersedes all prior representations, discussions, negotiations, and agreements (whether written or oral). No party has relied on any representation not contained in this Agreement.

15.2 Amendments

RewardIf may amend this Agreement by posting an updated version at rewardif.com/terms and notifying you by email at least 14 days before changes take effect. Your continued use after the effective date constitutes acceptance. If you object, you must stop using the Platform and cancel your subscription.

15.3 Anti-Circumvention

You must not attempt to circumvent any provision of this Agreement through technical means, creative legal interpretation, use of shell entities, third parties, or any other mechanism. Any circumvention is a material breach and entitles RewardIf to immediately terminate your account and pursue all available remedies.

15.4 No Waiver

A party's failure or delay in exercising any right under this Agreement does not constitute a waiver of that right. A waiver must be in writing to be effective and applies only to the specific circumstances for which it is given.

15.5 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.

15.6 Assignment

You may not assign, novate, or transfer any of your rights or obligations under this Agreement without RewardIf's prior written consent. RewardIf may assign this Agreement (in whole or in part) in connection with a merger, acquisition, restructure, or sale of business assets, with notice to you.

15.7 Force Majeure

Neither party is in breach or liable for delay or failure to perform obligations due to a Force Majeure Event, provided the affected party: (a) notifies the other party promptly; (b) uses reasonable efforts to mitigate the impact; and (c) resumes performance as soon as practicable. Force Majeure does not excuse payment obligations.

15.8 Notices

Notices must be in writing. RewardIf sends notices to your registered email address. You send notices to legal@rewardif.com. Notices are effective on the next business day after transmission (email) or on confirmed delivery (post).

15.9 Relationship of Parties

The parties are independent contractors. This Agreement does not create any employment, agency, partnership, joint venture, or franchise relationship.

15.10 Export & Sanctions

You must not use the Platform in violation of any Australian or international export control, trade sanctions, or anti-money-laundering laws. You represent that you are not on any Australian Government or OFAC sanctions list.

© RSquared Solutions Pty Ltd (ABN 54 679 038 058) trading as RewardIf | rewardif.com | Document Ref: RI-MTC-2026-001 | Effective 22 June 2026