1. KEY TERMS AND DEFINITIONS
“Agreement” means these Terms and Conditions of Service as amended from time to time.

“Brew Network” means Brew Network of 14 Cleaver Street West Perth, WA 6015, and includes any of its subsidiaries.

“Brew Network Intellectual Property” means any trademarks, service marks, logos, artworks, designs, software applications, or similar Content (including Content licensed from third parties) which Brew Network makes available through the Platform or its related promotional campaigns and social media channels, whether or not registered or patentable and whether or not created by Brew Network.

“Content” means text, graphics, images, music, software, audio, video, information or other materials in digital form or otherwise.

“Items” refer to the products available for purchase as redeemable vouchers in the Brew Network App, including but not limited to coffee, beer and wine.

“Liquor Control Act” refers to the Liquor Control Act 1988, formerly Liquor Licensing Act 1988, and its associated laws, amendments and regulations under the Western Australian Government.

“Merchant” means a bar, restaurant, café or other hospitality business that has applied and been approved by Brew Network to become a “Brew Network Partner”. Also referred to as “Brew Network Partner Venue”.

“Merchant Account” refers to the Merchant’s Brew Network Account.
“Nearest Reasonable Value” means Merchant must issue Items of equal or similar value to the value of

Items purchased by Users in the brew Network App. See section 6(c). “Platform” means the Brew Network Website and/or Application.

“Privacy Policy” means Brew Network’s Privacy Policy as amended from time to time, and which is described in https://brewnetwork.com.au/privacy-policy/

“Service Fee Schedule” means Brew Network’s schedule of fees as amended from time to time, which is described in more detail in clause 6(a).

“Stripe” means Stripe, Inc. of 185 Berry Street #550, San Francisco, CA 94107, USA. “Substandard Items” means Items Merchant wouldn’t serve to their existing customers. “Support Your Local” refers to the “Support Your Local’ feature within the Brew Network app.

“User” means a person or entity that accesses or uses the Platform or services offered by Brew Network for any purpose.

“Website” means https://brewnetwork.com.au/ , http://brewnetwork.app/ or any other website through which Brew Network makes available its Business.

“We”, “Us” and “Our” refer to Brew Network or its duly authorised officers, employees, agents and representatives.

2. ENTIRE AGREEMENT

This Agreement contains the full and complete understanding and agreement between the parties and supersedes all prior and contemporary understandings and agreements, whether oral or written. In this Agreement, the words “including” and “include” mean “including, but not limited to.” By using the Brew Network App, Merchant accepts and agrees to be bound by this Agreement. We reserve the right, in Our sole discretion, to update or amend this agreement in any manner and at any time without notice to Merchant. A copy of the current version of this Agreement will be made available at https://brewnetwork.com.au/agreement. Merchant acknowledges it is their sole responsibility to review and check any updates to this agreement from time to time. Merchant’s continued use of the Brew Network App will be deemed acceptance of any changes to the Agreement on and from that time.

3. BREW NETWORK SERVICES

(a) Brew Network and/or its Affiliates will make the applicable Brew Network Services available to Merchant including, but not limited to, on-demand lead generation, payment processing, marketing, operational and other support. The Brew Network Services are solely for use by Merchant, subject to the terms of this Agreement.

(b) No Service Guarantee. Brew Network and its Affiliates do not guarantee the availability or uptime of the Brew Network App. Merchant acknowledges and agrees that the Brew Network App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Brew Network App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and Brew Network and its Affiliates are not responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.

(c) Suspension of Brew Network Services. Brew Network, at its sole discretion, reserves the right to temporarily or permanently suspend, in whole or in part, Merchant’s access to the Brew Network Services and Brew Network App if Merchant is, or Brew Network reasonably believe Merchant is, in breach of this Agreement.

4. SALE OF ALCOHOL

Brew Network is a platform facilitating payment processing, marketing and lead generation for Partnered Merchants and Merchant is the “retailer” or “seller” of all Items at all times. At no time is Brew Network responsible for the provision of Items, alcoholic or otherwise, to Users. Merchant acknowledge all transactions involving the sale of alcohol are done so under the applicable liquor license registered to the Merchant’s premises and Brew Network takes no responsibility for breaches of the relevant Liquor Control Act of the individual state or territory.

5. LIABILITY

Nothing herein limits or excludes (nor is intended to limit or exclude) any statutory rights that Merchant or Brew Network may have under Applicable Laws that cannot be lawfully

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limited or excluded.

6. MERCHANT’S OLBIGATIONS

(a) Availability of Items. Merchant will make Items available for purchase through the Brew Network App during its normal business hours.

(b) Merchant will prepare, handle and store all Items in accordance with Applicable Laws, which shall include, without limitation, all laws, rules and regulations governing time or temperature controls required for food hygiene and safety. Items restricted by the Liquor Control Act (or the relevant state or territory liquor control legislation) will be provided in \accordance with local laws and regulations. Merchant acknowledges all alcoholic Items provided through transactions facilitated by Brew Network are done so under Merchant’s approved liquor license and Brew Network operates solely as a payment processor for the sale.

(c) Merchant will determine any Criteria that apply to Items and Merchant is responsible for ensuring that the Items meet the applicable Criteria as displayed to Users in the Brew Network App. It is up to the discretion of Merchant to provide Items to the Nearest Reasonable Value as displayed to Users in the Brew Network App. Failure to do so may result in termination of Merchant’s Account.

(i) Nearest Reasonable Value. For Merchant offering coffee: Merchant must offer a double shot espresso 12oz coffee, whether their listed price is less or more then $5.40 AUD.

For example, if Merchant’s listed price for a double shot 12oz takeaway coffee is $5.60 AUD the Merchant must not charge an additional $0.20 AUD to the User in order to redeem User’s Item. If the User requests an additional espresso shot with User’s coffee, Merchant then has the right to charge an additional amount. Any additional charges outside the Brew Network App becomes the full responsibility of the Merchant and Brew Network takes no responsibilities for any sales tax or refunds etc.

(ii) Nearest Reasonable Value. For Merchant offering beer and/or wine: If a User redeems a voucher for a pint/schooner beer ($12.00 AUD) or glass of wine ($14.00 AUD) at a licensed Merchant, the Merchant must offer an Item of similar value rather than the cheapest option.

(iii) Merchant is not required to give change for the difference on a User’s Item. For example, if User redeems an Item worth $12.00 AUD and Merchant’s listed price is $11.00 AUD, Merchant is not required to issue the $1.00 AUD difference to the User.

Note: It is of great benefit to the Merchant to offer Nearest Reasonable Value as Users generally have a choice which Merchant they can choose to redeem from. Users will generally redeem from Merchants that offer an Item of Nearest Reasonable Value over a Merchant that does not.

(d) Merchant is responsible for costs related to reimbursement to Users in the event any such User(s) request a refund for Substandard Items or otherwise unsatisfactory Item(s) (including, without limitation, any costs associated with retrieving any such Substandard Items or otherwise unsatisfactory Item(s), if applicable). Payment is automatically deducted from Brew Network and transferred to Merchant at the Point Of Sale, as such any and all Item disputes from Users should be treated as they would with a standard transaction within Merchant’s business operations. Refunds are the sole responsibility of Merchant and should be handled per Merchant’s existing refund policy for their premises.

7. MARKS

Subject to this Agreement, each party hereby grants to the other party (and, in the case of Brew Network, to its Affiliates) a limited, non-exclusive and non-transferable license during the Term to use such party’s respective Marks, on a royalty free basis, in connection with the activities related to this Agreement. This license includes the right to reproduce, adapt and represent (in connection with all or part of the activities related to this Agreement) the Marks for the entire world, using all means and media, and without any restriction of any kind as regards exploitation methods, number of prints, dissemination or utilisation. All uses of a party’s Marks (owned or licensed, as applicable) by the other party will be in the form and format specified or approved by the party that owns (or is a licensee of, as applicable) such Marks. Other than as specifically set forth in this Agreement, neither party will use the other party’s Marks without the prior, express, written consent of the other party. Any use or display of Merchant’s Marks by Brew Network in connection with making Items available through the Brew Network App in the ordinary course of business will not require any such prior, express, written consent. All goodwill related to the use of a party’s Marks by the other party will inure to the benefit of the party that owns (or is a licensee of, as applicable) such Marks. Except as expressly set forth herein, neither party will be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights. All rights not granted are expressly reserved.

8. MARKETING AND PROMOTIONAL ACTIVITIES

Brew Network may showcase the availability of Merchant’s Items via the Brew Network App through various promotional activities including, without limitation, social media channels, websites, advertisements, blogs or other media available now or hereinafter created. Brew Network (or a party designated by Brew Network acting on Brew Network’s behalf) may create video, still images and/or other materials for marketing and other efforts related to the Brew Network App (“Brew Network Marketing Materials”).

Merchant agrees that Brew Network Marketing Materials (including, without limitation, all intellectual property rights therein) are and will remain the sole and exclusive property of Brew Network. Additionally, Merchant may choose to provide videos, still images and/or other materials to Brew Network (“Merchant Marketing Materials”) for use in connection with the display of Merchant’s Items on the Brew Network App, and Merchant hereby grants Brew Network a non-exclusive, royalty free right to use, reproduce, adapt, represent, and display such Merchant Marketing Materials in connection with Merchant’s Items and other promotional activities relating to the Brew Network Services, for the entire world, during the Term, using all means and media, and without any restriction other than as required by Applicable Law as regards exploitation methods, number of prints, dissemination or utilisation.

9. PASSWORDS

Merchant is responsible for maintaining the integrity of information related to Merchant’s access and use of Our Services, including any password, login or key information. Merchant represents and warrants that Merchant will not share such information with any third party.

When using or accessing the Platform Merchant must:

(a) ensure all user names and passwords required for Merchant to access the Platform are kept secure and confidential and are not disclosed to any other party.

(b) immediately notify Us of any unauthorised use of Merchant passwords or any other breach of security associated with Merchant Account; and

(c) take all other actions We deem reasonably necessary to maintain or enhance the security of Merchant Account and Merchant use of the Platform.

(d) We accept no responsibility or liability for loss which occurs as a result of any unauthorised use of Merchant Account and Merchant agrees and acknowledges that Merchant may be held responsible for losses incurred by Us or any third party due to any such unauthorised use.

10. ACCURACY OF INFORMATION

(a) Merchant agrees to maintain accurate, complete and up-to-date (business) information in Merchant Account.

(b) Merchant failure to maintain accurate, complete, and up-to-date account information, including having an invalid or expired payment method, may result in Merchant inability to access and use the Platform, and may lead to a temporary suspension or permanent ban of Merchant Account.

11. FEEDBACK

Merchant may, but is not obligated to, provide or otherwise make available to Brew Network certain feedback, suggestions, comments, ideas, or other concepts relating to Brew Network’s Items and services (“Feedback”). However, to the extent that Merchant provides or otherwise makes available Feedback to Brew Network, Merchant hereby grants to Brew Network a perpetual, irrevocable, worldwide, royalty free, fully sub- licensable right to use, reproduce, adapt, represent and otherwise exploit such Feedback, during the Term, using all means and media, and without any restriction of any kind with regard to exploitation methods, number of prints, dissemination or utilisation.

12. PAYMENTS AND FEES

(a) We take a fee for providing access to the Platform. By using the Platform, Merchant are deemed to have accepted, read and complied with the Service Fee Schedule.

(b) Brew Network uses Stripe and GoCardless to process payments made through the Platform.

(c) Any credit card details and bank account details Merchant provide are maintained by Stripe or GoCardless, and are not accessible by Us.

(d) Payment processing services for the Host on Brew Network are provided by:

(e) Stripe, and are subject to the Stripe Connected Account Agreement https://stripe.com/au/connect-account/legal, which includes the Stripe Terms of Service https://stripe.com/au/legal (collectively, the “Stripe Services Agreement”). By agreeing to this agreement or continuing to operate as a host on Brew Network, Merchant agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Brew Network enabling payment processing services through Stripe, Merchant agrees to provide Brew Network accurate and complete information about Merchant, and Merchant authorizes Brew Network to share it and transaction information related to Merchant use of the payment processing services provided by Stripe. Users should refer to Stripe’s Terms of Service located at https://stripe.com/au/legal for information about how financial information is collected and maintained, and as to the system used by Stripe to process payments (“Stripe System”).

13. REPORTING

Brew Network will provide Merchant with information regarding the number of Items sold by Merchant to its Users. Brew Network will also provide information to Merchant regarding any refunds given to its Users by Brew Network on Merchant’s behalf, including the date of the transaction, the Item(s) refunded, the reason for the refund and any other information Brew Network is permitted to provide under applicable privacy laws and regulations.

14. PRIVACY POLICY

Merchant acknowledges and agrees to the Brew Network Privacy Policy located at

https://brewnetwork.com.au/privacy-policy/

15. PARTNERSHIP & ACCOUNT TERMINATION

Merchant may cancel this Partnership Agreement with Brew Network at any time by giving Brew Network seven days notice to Our office via email: partners@brewnetwork.com.au . Merchant acknowledges and agrees that Merchant will not be entitled to any compensation whatsoever with regards to potential sales from the ‘Support Your Local’ feature of the Brew Network app.