Cérge: Supplier Terms & Conditions

Cérge Pty Ltd ACN 635 871 975 (Cérge, we or our) owns and operates the Cérge website and mobile application (Cérge Platforms). As a supplier (Supplier or where the context requires, you), your access to and use of the Cérge Platforms shall be subject to these terms and conditions (Agreement).

Cérge may modify this Agreement from time to time, with or without notice. Your continued access or use of the Cérge Platforms, any of the services offered via the Cérge Platforms (Services) or continued maintenance of an account shall constitute and be deemed to be your acceptance of the modified Agreement.

If you do not agree to any of this Agreement, then you should not use the Cérge Platforms.

1. Your Supplier account

Cérge grants you a limited, non-exclusive, non-transferable, revocable licence to use the Cérge Platforms in order to engage with Cérge members (Member) who grant you access to their Member accounts to offer incentives to our Members. You acknowledge that a Member may be engaging with you and/or through an authorised carer.

You agree to uphold high levels of customer service and engagement with Members who share their account information with you or otherwise engage with you. You agree to offer incentives to our Members which are specific to and available via the Cérge Platforms.

You are responsible for any conduct or activity relating to your Cérge account, our primary point of contact with you will be your nominated contact person (Primary Admin), who will be considered as authorised by you to make changes, give instructions and receive notices on your behalf.

2. Cancellation of accounts

We can cancel or suspend your account at any time on written notice to you. Such termination will be effective:

a. Immediately, if you are accessing Cérge Platforms for free; or

b. To the extent that you are accessing Cérge Platforms on the basis of paid subscription, at the end of your then-current paid-up subscription period.

We may also cancel or suspend your account immediately if, in our sole discretion:

a. You have committed a material or persistent breach of this Agreement or any other terms applying to your use of the Cérge Platforms.

b. We consider that provision of the Cérge Platforms, or use of them, in your territory or jurisdiction will or is likely to breach any applicable law.

c. We decide to withdraw the Cérge Platforms from your territory or jurisdiction altogether.

d. Members are not receiving desired levels of service.

You are entitled to cancel your account with Cérge at any time. You may cancel your account by following the prompts when you are logged into your account through the app or our website. To the extent relevant, all outstanding amounts must be paid prior to termination.

If your account is cancelled, your account will be de-activated and all of your rights granted under this Agreement will immediately come to an end (except to the extent that it is necessary for them to continue in respect of our ongoing storage of your data up to the date of permanent deletion). We are not liable for any loss or damage following, or as a result of, cancellation of your account.

3. Obligations

All Suppliers registered on Cérge Platforms are required to offer, incentives and promotions to our Members. To ensure Members benefit from high levels of service, you agree to train or enable your staff members to be trained in the use of the Cérge Platforms.

It is likely to be beneficial to you to offer via the Cérge Platforms live incentives and offers accessible to our Members.

4. Member personal information

You agree to comply with all laws and regulations in relation to any personal information you collect from our Members.

5. Fees and taxes

To the extent we apply fees in consideration of your use of the Cérge Platforms, they are subject to change. We can change the Fees, and/or introduce new pricing packages and terms, at any time by giving you 30 days' prior notice (by email to your Primary Admin or by displaying a message the next time you use the Cérge Platforms).

The new Fees or pricing/package terms will apply to you from expiry of that notice, unless you choose to cancel your account before the changes take effect.

To the extent Fees apply, Fees are charged in advance on a monthly or annual basis and are non-refundable. Unless required by law, we will not provide refunds in connection with the Cérge Platforms. To the extent Fees apply, a valid credit card number is required for paying all Fees.

If you are late in paying any Fees, we may charge a late fee of the greater of AUD$20 (excluding GST, if any) or up to 5% of the unpaid Fees.

All Fees are exclusive of all taxes (other than GST, where relevant), and you are responsible for any taxes that may arise. You indemnify and hold Cérge harmless against any claims by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or levy, and any penalties and/or interest. If you are required to withhold or deduct tax from the Fees, you will pay Cérge such additional amounts as are necessary to ensure receipt of the full amount which would have been received but for the deduction.

6. Cérge Platforms are provided "as is"

The Cérge Platforms are provided on an "as is" and "as available" basis, and your use of them is at your sole risk. In particular, it is your sole responsibility to ensure that your use of the Cérge Platforms complies with any laws or regulations applicable to you and your business, and allows you to meet any legal obligations you might have. Such laws might include requirements regarding the retention or storage location of accounting, taxation and/or transaction records. We make no representation or warranty regarding your ability to comply with laws applicable to you when you use the Cérge Service.

We will try to promptly address (during normal business hours) all technical issues that arise in connection with the Cérge Platforms.

We do not warrant that: (a) the Cérge Platforms will meet your specific requirements; (b) the Cérge Platforms will be uninterrupted, timely, secure, or error-free; (c) the Cérge Platforms will be accurate or reliable; (d) the quality of any products, services, information, or other material purchased or obtained by you through the Cérge Platforms will meet your expectations; or (e) any errors in the Cérge Platforms will be corrected.

You acknowledge that Cérge may use third party suppliers to provide hardware, software, networking, connectivity, storage and other technology in order to provide the Cérge Platforms. The acts and omissions of those third-party suppliers may be outside of our control, and Cérge does not accept any liability for any loss or damage suffered as a result of any act or omission of any third-party supplier, save as otherwise expressly set out in the Agreement or in writing between the parties.

On behalf of itself and such third-party suppliers, Cérge excludes any other warranties that may be implied or otherwise apply under statute or other applicable law, to the maximum extent permitted by law.

From time to time, we may add, make changes to or remove altogether features or functionality of the Cérge Platforms. We may also decide to cease providing all or some of the Cérge Platforms at any time, and nothing in this Agreement is to be taken as a guarantee that the Apps or any Cérge Platforms will always be available, either in its current form or at all, or that we will support, maintain or continue to offer the Cérge Platforms, or the Apps or any version of them.

7. You are responsible for your use of the Cérge Service and you indemnify us

You are responsible for all activity that results from use of the Cérge Platforms. You are responsible for maintaining the security of your account and password. Cérge will not be liable for any loss or damage that may result from any failure to keep usernames and passwords secure.

You indemnify Cérge against all forms of liability, actions, proceedings, demands, costs, charges and expenses which Cérge may incur or suffer as a result of use of the Cérge Platforms through your account or as a result of your failure to comply with this Agreement.

8. No malicious or illegal use

You must not: (a) use the Cérge Platforms in any unlawful manner (or if use of the Cérge Platforms would cause you to breach any law or regulation applicable to you), for any unlawful or fraudulent purpose, or in any manner inconsistent with this Agreement; (b) infringe our intellectual property rights or those of any third party in relation to your use of the Cérge Platforms; (c) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Cérge Platforms; (d) use the Cérge Platforms in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; (e) collect or harvest any information or data from the Cérge Platforms or our systems or attempt to decipher any transmissions to or from the servers running any Cérge Platforms; (f) disclose or distribute information relating to another User of the Cérge Platforms to any third party, or use any other User's information for any marketing purposes unless you have that User's express permission to do so; or (g) access or register User logins via bots or other automated methods.

9. Ownership

You agree that Cérge owns all of the intellectual property rights existing in the Cérge Platforms. You agree not to challenge or do anything inconsistent with such ownership. You may not publish or use Cérge's brand, branding or logos except with Cérge's prior written consent.

You grant Cérge a royalty-free, irrevocable, perpetual licence to use for our business purposes (including for product improvement, research and development, data analytics and other legitimate commercial purposes) information and/or data collected by Cérge through your use of the Cérge Platforms (provided that we aggregate or anonymise any information or data which you have submitted or inputted into the Services that we process on your behalf). Other than this right, Cérge claims no intellectual property rights in relation to the information or content you input into the Cérge Platforms.

You may provide us with comments, feedback or suggestions on Cérge Platforms, and you agree that we will be free to use, modify and incorporate such suggestions without any obligation to you.

Cérge shall maintain all rights, title, and interest in "Cérge" and any other marks, service marks, trademarks, or logos of Cérge (Cérge Marks) that are registered in Australia and other countries. The Cérge Marks may not be used in connection with any non-Cérge product or service in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Cérge. You shall not by any means bid on, apply for, register, own or control any keywords or marks containing "Cérge" or anything substantially similar to "Cérge" or any other Cérge Mark including, without limitation Cérge.com.au with any search engine, domain service provider or any intellectual property office whatsoever. You shall not mention or use Cérge in any ad text, extension, or banner ad without express written consent of Cérge. All other trademarks not owned by Cérge that are used in providing the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Cérge.

10. Data deletion

On expiry or termination of this Agreement, or upon cancellation of your account, the data submitted by you to the Cérge Platforms will be deleted after 90 days, unless applicable laws or regulations require Cérge to retain the data for a longer period. To the extent that we continue to hold the data, it shall be securely isolated and protected from further processing except to the extent required by applicable law.

11. Third Party Rights

A person who is not party to this Agreement has no rights to enforce any terms of this Agreement.

12. Limitation of liability

To the extent permitted by law, in no event will we or any of our officers, employees, agents, consultants and affiliates be liable for any loss or damages, including without limitation direct or indirect, special, incidental, or consequential damages, losses or expenses arising in connection with your use of this Service or the Cérge Platforms or any linked site, or any other site or use thereof or inability to use by any party, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if we or our representatives, are advised of the possibility of such damages, losses or expense.

To the extent permitted by law you release us form any and all claims, demands and damages (actual and consequential) of every kind and nature, known or unknown, arising out of or in any way connected with a dispute with any Member or use of the Cérge Platforms.

13. Assignment

You may not assign your rights and obligations under this Agreement, in whole or in part, without prior written consent, and any such assignment without such consent will be null and void.

14. Headings

Headings under this Agreement are intended only for convenience and shall not affect the interpretation of this Agreement.

15. Waivers

Any failure to enforce any provision of this Agreement on the part of Cérge will not be deemed a waiver of that provision. Any waiver of any provision of this Agreement by Cérge on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be invalid, such invalidity shall not affect the remaining provisions.

16. Entire Agreement

This Agreement (together with the additional terms and conditions referred hereto or generally) represents the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements and representations, written or oral (including without limitation, earlier version of this Agreement that may have been accepted by you). We reserve the right to modify this Agreement at any time. Your continued use of any of the Cérge services or continued maintenance of an account with Cérge shall constitute and be deemed to be your acceptance of such modification and your consent to abide by any terms thereof.

17. Governing Law

This Agreement, including any amendments thereto that Cérge may from time to time make at its discretion, are governed by and construed in accordance with the laws of the Queensland, Australia.

You submit to the jurisdiction of the courts of Queensland and the Commonwealth of Australia.