Referral Program Terms and Conditions

1. Agreement to Terms

   1. These Referral Program Terms and Conditions (Terms) govern participation in the Shopfront referral program (Program) operated by SAS Online Pty Ltd ABN 11 126 094 577 trading as Shopfront (Shopfront, we, us or our), under which a person who refers a new business to Shopfront may earn a Reward.
   2. By applying to join the Program, submitting a referral, or otherwise participating in the Program, the Referrer agrees to be bound by these Terms. These Terms take effect on the date of acceptance (Effective Date).
   3. If the Referrer does not accept these Terms, the Referrer must not participate in the Program.
   4. These Terms apply in addition to, and do not change, the Platform Terms. A Referrer who is also a Customer remains bound by the Platform Terms.
   5. Shopfront may change these Terms (including the Rewards) or end the Program at any time by publishing updated Terms on its website and giving Referrers reasonable prior notice. A change to these Terms or the ending of the Program does not affect a Reward for a Successful Referral that was achieved before the change takes effect. If the Referrer continues to participate in the Program after the effective date of a change, the Referrer is taken to have accepted the updated Terms.

2. Definitions and Interpretation

   1. Capitalised terms used in these Terms have the meanings given to them in clause 12, or where defined inline in these Terms.
   2. In these Terms, unless the context otherwise requires:
      1. words in the singular include the plural and vice versa;
      2. a reference to a person includes any individual, company, corporation, partnership, joint venture, trust, association or other entity;
      3. a reference to a party includes that party’s successors and permitted assigns;
      4. a reference to a statute includes any amendment, re-enactment, subordinate legislation or replacement of that statute;
      5. “includes” and similar expressions are not words of limitation;
      6. headings are for convenience only and do not affect interpretation; and
      7. a reference to $ or dollars is to Australian dollars unless otherwise stated.

3. Who Can Refer

   1. A Customer may refer a business under the Program if the Customer holds an active, paid Subscription (not a trial) at the time of the referral. A Customer does not need to apply to join the Program.
   2. A person who is not a Customer may refer a business under the Program only after applying to join the Program and being approved by Shopfront. The applicant must provide Shopfront with accurate and complete information as reasonably required, including the applicant’s name, the company the applicant is affiliated with, the applicant’s contact details and the details needed to deliver a gift card. Shopfront may decline an application at its discretion.
   3. Current employees and contractors of Shopfront must not participate in the Program.
   4. A Referrer who is employed or engaged by another business is responsible for checking that its employer allows it to accept incentives before participating in the Program. Shopfront is not responsible for any conflict between a Referrer’s participation in the Program and its obligations to its employer.

4. Who Can Be Referred

   1. A referral is eligible only if the Referred Business is genuinely new to Shopfront. A business is not eligible to be referred if:
      1. it is already in Shopfront’s sales pipeline;
      2. it is a former Customer returning to Shopfront;
      3. it is an existing Customer opening another location under a different name;
      4. any of its owners, including part-owners, also owns or part-owns a business that is already a Customer;
      5. it is the Referrer’s own business, or is related to the Referrer (meaning it has the same owner or the same ABN as the Referrer); or
      6. it is already in conversation with Shopfront’s sales team, unless the sales team approves the referral at its discretion.
   2. Shopfront decides, acting reasonably, whether a Referred Business is eligible to be referred.

5. Making a Referral and Attribution

   1. A referral is credited to the Referrer when the Referred Business names the Referrer to Shopfront’s sales team during the sales process. Shopfront will record the Referrer against the Referred Business in its sales pipeline.
   2. Only one Referrer can be credited for a Referred Business.
   3. Shopfront will send the Referrer automated emails:
      1. when the referral is received;
      2. when the Referred Business signs up; and
      3. when three months have passed since the Referred Business’s first subscription payment.

6. Rewards

   1. For each Successful Referral, Shopfront will give the Referrer a gift card in Australian dollars (Reward) worth:
      1. $100 for the Referred Business’s first Outlet; and
      2. $50 for each additional Outlet that is added to the Referred Business’s Subscription within three months of the Referred Business’s Subscription starting.
   2. Shopfront will pay the amounts in clause 6.1(a) and clause 6.1(b) together as one Reward.
   3. A referral is a Successful Referral when the Referred Business is still subscribed to the Platform three months after the date of its first subscription payment.
   4. Shopfront will issue the Reward within 7 days after the end of the three-month period in clause 6.3.
   5. There is no limit on the number of referrals a Referrer can make or the Rewards a Referrer can earn.
   6. Rewards under the Program can be combined with other Shopfront promotions taken up by the Referred Business, including the yearly-payment discount. The Referred Business does not receive any incentive under the Program.
   7. Rewards are paid only as gift cards and not as cash. Gift cards are issued by a third-party provider and are subject to that provider’s terms.

7. Disputes About Referrals

   1. If more than one person claims to have referred the same business, the contact person at the Referred Business decides who referred it.
   2. If Shopfront is unable to contact that person, Shopfront’s sales team decides who referred the business.
   3. A decision under this clause 7 is final.

8. Refusal and Reclaiming of Rewards

   1. Shopfront may refuse to pay a Reward if it discovers fraud, misrepresentation or a mistake in connection with a referral.
   2. If Shopfront discovers fraud, misrepresentation or a mistake after a Reward has been paid, Shopfront may require the Referrer to return the Reward or its value.

9. Data Protection and Privacy

   1. Each party must comply with all applicable data protection and privacy laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles, in connection with the Program.
   2. The Referrer agrees to Shopfront collecting, using and disclosing personal information in accordance with Shopfront’s Privacy Policy, as updated from time to time and available at shopfront.com.au/legal/privacy, which is incorporated into these Terms by reference.
   3. Shopfront will use the information provided by the Referrer only to run the Program, including to contact the Referrer and to deliver the Reward.

10. Limitation of Liability

    1. Nothing in these Terms excludes, restricts or modifies any guarantee, condition or warranty implied or imposed by the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot lawfully be excluded, restricted or modified.
    2. Subject to clause 10.1 and to the maximum extent permitted by law, Shopfront’s total aggregate liability to the Referrer under or in connection with the Program (whether in contract, tort including negligence, statute, equity, indemnity or otherwise) is limited to the value of the Reward payable to the Referrer for the relevant referral.
    3. Subject to clause 10.1 and to the maximum extent permitted by law, Shopfront is not liable to the Referrer for any indirect, incidental, special or consequential loss or damage, or for loss of profits, revenue, business opportunity or goodwill, however arising.

11. General

    1. Governing law and jurisdiction

       These Terms are governed by the laws of Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria (and courts of appeal from them) in respect of any dispute arising under or in connection with these Terms.

    2. Notices

       Any notice under these Terms must be in writing and sent by email to the address specified by the Referrer when applying to join the Program or submitting a referral, or as otherwise notified from time to time. A notice is taken to be received at the time of transmission, unless the sender receives a delivery failure notification. If receipt occurs outside Business Hours at the place of receipt, the notice is taken to be received at the start of the next Business Day.

    3. Entire agreement

       These Terms constitute the entire agreement between the parties in relation to the Program and supersede all prior negotiations, representations and agreements (whether written or oral) relating to that subject matter. The Platform Terms are not affected.

    4. Amendment

       Shopfront may update these Terms from time to time in accordance with clause 1.5. No other amendment is effective unless agreed in writing by both parties.

    5. Waiver

       A party’s failure or delay in exercising any right or remedy under these Terms does not constitute a waiver. A waiver is only effective if in writing and signed by the party granting it.

    6. Severance

       If any provision of these Terms is or becomes invalid, illegal or unenforceable, it is severed to the minimum extent necessary. The validity and enforceability of the remaining provisions are not affected.

    7. Assignment

       The Referrer must not assign, novate or otherwise transfer any of its rights or obligations under these Terms without Shopfront’s prior written consent. Shopfront may assign these Terms to a related body corporate or to a successor in connection with a sale of Shopfront’s business or assets without the Referrer’s consent, provided that Shopfront gives the Referrer reasonable prior notice.

12. Definitions

    In these Terms, the following terms have the meanings set out below:

    Business Day	a day that is not a Saturday, Sunday or public holiday in Victoria, Australia.
    Business Hours	9:00am to 5:00pm on a Business Day in the time zone of Melbourne, Victoria.
    Customer	an entity that subscribes to the Platform under the Platform Terms.
    Effective Date	has the meaning given in clause 1.2.
    Outlet	a single store location that is set up on a Subscription.
    Platform	the Shopfront cloud-based point of sale software platform, including all updates, modifications and enhancements made available by Shopfront from time to time.
    Platform Terms	Shopfront’s Terms and Conditions for the Platform (including the End User Licence Agreement), available at shopfront.com.au/legal/terms.
    Program	has the meaning given in clause 1.1.
    Referred Business	a business referred to Shopfront by a Referrer.
    Referrer	a person who refers, or applies to refer, a business to Shopfront under the Program.
    Reward	has the meaning given in clause 6.1.
    Subscription	a Customer’s subscription to the Platform, as described in the Platform Terms.
    Successful Referral	has the meaning given in clause 6.3.