Points on Payments Marmalade Rewards

• The Points On Payments service allows you to access Marmalade's accounts payable service to pay your payables using a payment method available on Marmalade's platform, which includes Bank Transfer, Credit or Debit Card, PayTo, Direct Debit, your eligible accounts receivables and M-Coin;
• You can access the Points On Payments Service via the POP Portal provided by Marmalade;
• In order to pay your invoices using the Points On Payments Service, you will need to pay the fees which apply to the service;
• The goods and services and all refunds are the responsibility of your supplier to whom you are making the payment by using our platform;
• We limit our liability to you and you indemnify us in accordance with clause 10;
• You may earn rewards which we call "M-Coin" when you use eligible services provided by Marmalade, including the Points On Payments service, or by purchasing M-Coin directly from Marmalade; and
• M-Coin is able to be converted into rewards offered by Marmalade from time to time.

Effective Date: 19 January 2026

Marmalade Payments (Aus) Pty Ltd ('Marmalade') agrees to provide you with access to an accounts payable service referred to as Points On Payments ('POP') in accordance with the terms and conditions set out in this document.

If there are any inconsistencies in this document with any other agreements between you and Marmalade that does not include the Supplier Agreement, these Terms and Conditions will prevail to the extent of such inconsistency. If there is an inconsistency between this document and the Supplier Agreement, the Supplier Agreement will prevail to the extent of such inconsistency.

For more information on Marmalade's POP Service, and to access the current POP Terms and Conditions visit Marmalade's website at https://www.marmalade.com.au/.

1.1 Definitions

In these Terms and Conditions

Account means any eligible bank account nominated by you for the purposes of this Agreement.

Agreement means the agreement comprised of these Terms and Conditions (including any Schedules) and any other terms and conditions which form part of this agreement.

AML/CTF Act means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth).

AML/CTF Requirements means the requirements in the AML/CTF Act and corresponding regulations and rules together with all guidance notes, rulings and other publications issued from time to time by the Australian Transaction Reports and Analysis Centre and the AML/CTF Program adopted from time to time by Marmalade required by the AML/CTF Act. These requirements include any legislation, publications and programs which are equivalent to or enacted, published or adopted for the same purpose as all or part of the AML/CTF Act but in another jurisdiction.

Authorisation means the process through which approval is sought and obtained from the issuer of the relevant Payment Method for a given Transaction.

Business Day means any day on which banks are open for business, excluding Saturdays, Sundays and public holidays in both Victoria and New South Wales, Australia.

Card Scheme mean the card schemes operated by eftpos, Visa, MasterCard, American Express, Diners Club, UnionPay or JCB.

Eligible Data Breach has the same meaning as in the Privacy Act 1988 (Cth).

Force Majeure Event means any event or circumstance beyond a parties control after the exercise of reasonable diligence (which, for the avoidance of doubt, includes, but is not limited to, strikes, demonstrations, lockouts, labour disputes, acts of God, acts of nature, pandemic, acts of governments or their agencies, fire, flood, storm, riots, power shortages or power failure; sudden or unexpected system failure or disruption by war, sabotage or inability to obtain sufficient labour, raw material, fuel or utilities.

GST has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property Rights means all patents, patent applications, trade marks, designs, copyright, know-how, trade secrets, eligible layout rights, domain names, internet addresses, trade, business or company names or other proprietary rights in confidential information, and all other intellectual property rights whether registered or unregistered and rights to apply for any of the same, whether created on or after the date of this Agreement.

M-Coin means the credits you may earn and convert via the Marmalade Rewards program. For more information refer to the Marmalade Rewards Terms and Conditions which are in Schedule 1 to this Agreement.

Marmalade Group means Marmalade Payments (Aus) Pty Ltd together with any or all of its Related Bodies Corporate.

Marmalade Rewards means the Marmalade Rewards program via which you earn and convert M-Coin. The terms and conditions for Marmalade Rewards is in Schedule 1 to this agreement.

Payee means a person to whom you intend to send money via the POP Service through a Payment Instruction.

Payment Instruction means an instruction received by Marmalade from you through the POP Service.

Payments on Demand refers to the accounts receivable service offered by Marmalade and governed by the Supplier Agreement.

Payment Method means a physical or virtual card issued under a Card Scheme, a digital wallet issued as part of a digital wallet solution or such other type of payment instrument approved by Marmalade in writing as a Payment Method under these Terms.

PayTo means the third party payment initiation service operated as part of the New Payments Platform (NPP) established by the Reserve Bank of Australia.

Points on Payments or POP Service refers to the accounts payable service offered by Marmalade to which these Terms and Conditions apply as described in clause 2.1.

POP Portal refers to the means by which you may access the POP Service as provided by Marmalade, such as via a website or app.

Personal Information has the same meaning as in the Privacy Act 1988 (Cth).

Related Body Corporate has the same meaning as in the Corporations Act 2001 (Cth).

Relevant Laws means any law, bylaw, rule, regulation, applicable industry code, instruction or any relevant code to which either party has subscribed, applicable to the activities performed in connection with this Agreement including, the AML/CTF Act, the Corporations Act 2001 (Cth), Privacy Act 1988 (Cth), any standards made by the Reserve Bank of Australia, and any re-enactment or replacement of such laws, rules and codes with similar laws, rules and codes from time to time.

Representative means your primary contact at Marmalade who assists you with the Marmalade Services.

Service means any and all facilities or services provided by Marmalade to you under an agreement, including the POP Service to which these Terms and Conditions apply.

Supplier Agreement refers to the agreement that governs Marmalade's Payment On Demand product for accounts receivable.

Terms and Conditions or Terms refers to the terms and conditions contained in this Agreement (and includes any terms and conditions contained in other documents which form part of this Agreement).

We, Us or Our means Marmalade or its Related Body Corporate.

You or Your means the individual or entity which has entered into this Agreement. If there is more than one related individual or entity that entered into this Agreement, it includes any one or more of you and each of you is severally and jointly liable under this Agreement.

1.2 Interpretation

Unless expressed to the contrary, in this Agreement:

• words in the singular include the plural and vice versa;
• any gender includes the other genders;
• if a word or phrase is defined its other grammatical forms have corresponding meanings;
• 'includes' means includes without limitation;
• no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it;
• a reference to a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority;
• a reference to a person includes the person's legal personal representatives, successors, assigns and persons substituted by novation;
• a reference to any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced;
• a reference to an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation;
• a reference to a right includes a benefit, remedy, discretion or power;
• a reference to '$' or 'dollars' is a reference to Australian currency;
• a reference to this Agreement or any other document includes the document as novated, varied or replaced and despite any change in the identity of the parties;
• a reference to writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes fax transmissions;
• a reference to time is to Melbourne time.
• a reference to this agreement includes these Terms and all schedules and annexures to these Terms; and
• a reference to a clause, schedule or annexure is a reference to a clause, schedule or annexure, as the case may be, of these Terms;
• any requirements to provide or retain any written information or documentation may be satisfied through means of electronic communications provided the means enables the information or documentation to be accessible and retrievable at any time after receipt; and has a reasonable process of assuring the integrity of the information contained in the electronic communications, except to the extent that the electronic communication is otherwise declared invalid by any applicable law.
• if the date on or by which any act must be done under this agreement is not a Business Day, the act must be done on or by the next Business Day; and
• where time is to be calculated by reference to a day or event, that day or the day of that event is excluded.

2.1 Points on Payments ('POP')

• Points on Payments or POP is the accounts payable service offered by Marmalade to you.
• Where you have any amount that is owing and / or payable to a Payee (including but not limited to suppliers), you can provide a Payment Instruction and pay the amount to the Payee using the POP Service where Marmalade will facilitate the payment of the relevant amount to the Payee.

2.2 Payments on the POP Service

You can use the following Marmalade Payment Methods to pay the relevant amount to the Payee:

• Bank Transfer;
• Credit / Debit Card;
• Direct Debit;
• PayTo;
• your eligible accounts receivables; and
• M-Coin;

2.3 Access to Points On Payments

• Subject to you completing onboarding requirements and satisfying any other requirements reasonably specified by Marmalade, Marmalade agrees to provide you with access to its accounts payable service named Points On Payments ('POP').
• Your access to the POP Service will continue until this Agreement is terminated.
• Marmalade grants you a non-exclusive, non-transferable and revocable licence to use the POP Service on the terms and conditions outlined in this Agreement.
• You acknowledge that Marmalade may, acting reasonably, require you to enter into an agreement with one of our third party providers to provide you with the access to the POP Service under this Agreement.

2.4 Equipment and software

• Where you use the POP Portal, you agree to allow Marmalade to upgrade the POP Portal and any affiliated hardware and / or software from time to time; maintain your account on the POP Portal in accordance with Marmalade's terms and conditions; and provide all necessary cooperation, permissions, authorisations, assistance, consents and access to the equipment, personnel, servers, networks, data, content, facilities, documentation, records, resources, equipment, premises and information, as reasonably required by Marmalade to supply and/or support use of the POP Portal or any affiliated equipment or software.
• You must comply with any of the security or other requirements reasonably specified by Marmalade in connection with use of the POP Portal.
• Marmalade does not warrant that all cards and devices will be authorised by, or interact properly with, any Service provided by Marmalade, including the POP Service.
• Despite how you access the POP Service, Marmalade is not liable for the content or security of any communications the Payee receives, accesses, transmits or relies upon when using the POP Service; carrying out any installation, integration, configuration or setup of any equipment or software required to access the POP Service; or ensuring that your equipment is compatible or interoperable with Marmalade's Services, including the POP Service, unless otherwise agreed by the parties.

2.5 Monthly statements

Sometimes we get things wrong. Where we do, we will work to make things right. You will not be liable for any fees and charges that we incorrectly charge contrary to the terms of this Agreement. Please check the entries listed in your POP Portal regularly, and if you see an error please contact us immediately.

2.6 Pricing and payment

• You must pay any relevant fees which apply to the POP Service or the Marmalade Payment Method you select to make a payment as communicated to you from time to time by Marmalade through the POP Service.
• Where a fee applies, it is payable for each payment that is made. For the avoidance of doubt, Marmalade remains entitled to any relevant fees where a payment is reversed for any reason (except to the extent the reversal was caused by Marmalade or its officers, contractors, agents or employees)

2.7 Payments

You must:

• not engage in any activity or provide any goods or services that are illegal or that Marmalade notifies you is prohibited;
• comply with all Relevant Laws in connection with this Agreement, including in relation to payments, refunds and receipts; and
• comply with any lawful written direction issued by Marmalade in relation to the acceptance of a Marmalade Payment Method or Payment Instruction;

3.1 Using the POP Service earns M-Coin

When you use the POP Service, you may be eligible to earn M-Coin in accordance with the earn rates set out in the POP Portal from time-to-time.

3.2 Converting M-Coin

M-Coin earned through usage of the POP Service may be converted in accordance with the Marmalade Rewards Terms and Conditions as set out in Schedule 1 to this Agreement.

4.1 General

You must ensure that you are duly authorised and have access to use the selected Marmalade Payment Method for the purposes of making payments to Payees through the POP Service.

4.2 Bank Transfer

You must ensure that you have sufficient amounts in your Account to make payments to the relevant payee using Bank Transfer. For more details refer to the POP Portal.

4.3 Credit / Debit Card

• Card surcharge will apply and depends on which Card is used for payment. For more details refer to the POP Portal.
• Marmalade may not accept a credit or debit Card payment for Payment Instructions at its discretion, acting reasonably.

4.4 Direct Debit

Where you intend to make payments of amounts owing via Direct Debit, you will need to complete a direct debit mandate or payment agreement, which must have all mandatory details completed, including a suitable Account which will be debited in accordance with the mandate or agreement. For more details refer to the POP Portal.

4.5 PayTo

In addition to having an Account, you can only use PayTo as a payment method if your account is eligible and permits you to do so. If you are eligible, see the POP Portal on how PayTo can be used to make payments to Marmalade.

4.6 Accounts receivable

If you are eligible for the Payments on Demand product offered by Marmalade, you may elect to set off amounts receivable under any unpaid eligible invoice to make payments. For more details refer to the POP Portal.

4.7 M-Coin

You may use M-Coin earned through the Marmalade Rewards scheme to make payments. For more details on how M-Coin works and their earn and conversion rate, refer to the Marmalade Rewards Portal.

5.1 Acknowledgements

You acknowledge and agree that:

• Marmalade does not have any obligation to verify any payment information or Payment Instruction supplied to it;
• you are liable for any fines, fees, charges, taxes (including fringe benefits tax) or amounts imposed as a result of your actions under any Relevant Law or through the issuer of your Account or payment facilities;
• Marmalade may delay, block or refuse to process to make a payment to the extent reasonably necessary to mitigate or manage losses due to any fraud or scam activity; any money laundering, terrorism financing or sanctions risk; the risk of contravening any Relevant Law; or the risk of any penalty or fine; and
• Marmalade is not responsible for any goods and services paid for via a Marmalade Service. Any disputes in relation to the goods and services acquired by you and paid for via a Marmalade Service are between you and the person you nominate as the payee in a Payment Instruction; and
• the provision of the POP Service may be affected by outages, faults, or delays. Such outages, faults or delays may be caused by many factors, including without limitation, technical difficulties with the performance or operation of software, equipment or systems, traffic or technical difficulties with the Internet or infrastructure failures.

5.2 Undertakings

You undertake and agree:

• that your liability will extend to any and all acts of your representatives, employees, officers, agents and third parties who have access to the POP Service under this Agreement either with your authority or using your POP Service access details;
• to take reasonable steps to ensure that only persons and third parties authorised by you and who are competent are the only persons or parties who access the POP Service on your behalf;
• to take reasonable steps to ensure that you, any authorised persons and third parties who have access to a Service, keep their access details to the Services confidential, secret and secure;
• to take reasonable steps to ensure that, prior to authorising a person or entity to access the POP Service, that they are aware of these Terms and Conditions and any other matters which Marmalade determine are relevant for accessing the POP Service;
• to comply with your obligations as set out in this Agreement;
• to execute any directions and authorities that Marmalade reasonably require in order to give effect to any part of this Agreement;
• promptly notify us if you are unable to comply with your obligations under this Agreement;
• not to make any warranty or representations whatsoever in relation to the goods or services offered by you which purports to bind Marmalade; and
• your systems and procedures generate and store sufficient records (where required by the Relevant Law or otherwise) to enable payments made through the POP Portal to be traced, checked and where an error has occurred, corrected in accordance with this Agreement.

5.3 Representations

You represent and agree that:

• you are legally entitled to make any payments submitted via Payment Instruction using the POP Service;
• you are duly authorised to enter into and perform all your obligations under this Agreement;
• when you provide a Payment Instruction, all particulars relating to the payment are true and correct;
• any information you provide to Marmalade is true and correct;
• you are duly organised, validly existing and in good standing under the laws of the jurisdiction in which you are incorporated or taken to be incorporated, and you are in compliance with your constituent documents;
• you are not insolvent;
• this Agreement will be legal and valid, and binding upon you; and
• you will comply with all of your obligations under this Agreement and perform all your obligations under this Agreement in compliance with all Relevant Laws.

5.4 Warranties

You warrant and agree that you will not:

• decompile, disassemble, reverse engineer, modify, enhance or alter the whole or any part of the POP Service or a POP system, except as you are legally authorised to do by the Copyright Act 1968 (Cth) and then only to the extent allowed by that Act;
• copy the POP Service or a POP system or allow anyone else to do so except as and to the extent which is reasonably necessary for your own secure backup purposes;
• remove, deface or obscure any identification or copyright notices on the POP Service or a POP system;
• intentionally do anything that would affect our ability to debit your Account for amounts that we are entitled to debit it under this Agreement; and
• intentionally do anything that may damage Marmalade's systems, including software, the security of the system and/or telecommunication connections.

5.5 Authorised disclosures

You agree and acknowledge that Marmalade will not be in breach of this Agreement where, if legally obliged or authorised to do so, we disclose information to regulatory bodies and law enforcement agencies, other financial institutions, other members of the Marmalade Group, or service providers who perform functions on behalf of Marmalade.

6.1 Data security

• You must maintain the security of the data in your possession through appropriate security management processes and governance systems that comply with all Relevant Laws and any applicable security standards. If applicable, you must provide an annual security certificate issued by an appropriate quality assurance provider.
• You must not hold, store or collect Payee data other than in compliance with Marmalade's policies and procedures.

6.2 Privacy Obligations

• This clause applies if personal information (including any information on staff or users you authorise to use the POP Service) is provided to Marmalade by or on your behalf or collected directly by Marmalade in relation to any Service.
• With respect to such personal information, in addition to complying with its own obligations under the Privacy Act, you must take reasonable steps to notify (or, if requested, assist Marmalade to notify) each individual whose personal information may be collected by, or provided to, Marmalade that Marmalade will collect, use and disclose that individual's personal information in accordance with Marmalade's Privacy Policy, which can be found at https://www.marmalade.com.au/privacy-policy or obtained by contacting support@withmarmalade.com.au.
• Provide such assistance as Marmalade may reasonably request, or comply with any reasonable direction Marmalade may give, regarding notification or resolution of any incident or data breach (however arising).
• To the extent that it applies, you must comply with the Privacy Act 1988 (Cth) in relation to any personal information you provide to Marmalade in connection with this Agreement, and if you engage in activities in a jurisdiction other than Australia, you must comply also with the applicable privacy laws in that jurisdiction.
• You must comply with all Relevant Laws in relation to Personal Information or any Eligible Data Breach, including the Privacy Act 1988 (Cth); provide reasonable assistance to Marmalade in relation to any Personal Information, investigation, inquiry or complaint; ensure that only authorised personnel have access to Personal Information; disclose to Marmalade all information relevant to an actual or suspected Eligible Data Breach within 24 hours of its occurrence; in respect of any incident or data breach involving personal information, provide such assistance as Marmalade may reasonably request, or comply with any reasonable direction Marmalade may give, regarding notification or resolution of any incident or data breach (however arising); and disclose to Marmalade any other suspected or actual unauthorised use of data pertaining to these Terms or other breach of the Relevant Laws to the extent they relate to privacy as soon as reasonably practicable.

6.3 Privacy Policy

(for individuals whose personal information may be collected – in this clause referred to as "you").

• All personal information and credit-related information (if applicable) we collect about you is collected, used and disclosed by us in accordance with our Privacy Policy which is available at https://www.marmalade.com.au/privacy-policy. You do not have to provide us with any personal information or credit information (if applicable) but, if you don't, we may not be able to process an application or a provide you with the requested Marmalade product or service.
• Where individuals engage with Marmalade in relation to products and services for our business, corporate or institutional customers (for example, as representative, administrator, director, corporate officer, signatory, beneficiary or shareholder of one of our customers) our Privacy Policy will be relevant to those individuals where we collect and handle their personal information. For example, where we collect their personal information to verify their identity or collect their signature as a signatory on a corporate account.

6.4 Confidentiality

• You must maintain the confidentiality of each payment and must not collect or otherwise deal in commercially sensitive information, except to the extent necessary for the use of the POP Service.
• You will, and will cause your employees, agents and contractors to, keep strictly confidential and not use for any purpose other than the performance of your obligations pursuant to these Terms, any and all information and materials relating to the Payee or the business and financial affairs of Marmalade (including the format and specifications of our Services) which you, your employees, agents or contractors come into possession of in the course of, or arising from the implementation of this Agreement, or the performance of your obligations under this Agreement.
• Your obligations of confidentiality do not apply where information is in the public domain or becomes generally known to the public, other than through breach of this Agreement; disclosure is made with our consent or to give effect to an obligation you have under this Agreement; or where disclosure is compelled by law.

6.5 Ownership of intellectual property

Marmalade retains exclusive ownership of all copyright and other Intellectual Property Rights embodied in, or related to, a Service. Despite anything to the contrary in this Agreement, title to a Service will at no time pass to you or any other third party and will at all times remain with us.

7.1 Availability

The POP Portal will be located on a server controlled by us or our service provider.

7.2 Accessing the POP Portal

Before you can access the POP Portal, you must nominate an administrator who will be responsible for the administration of your access to the POP Service. More information on the administrators role, rights and responsibilities can be found in the POP Portal.

7.3 Unauthorised Access

You must only access the POP Service using appropriate access details provided to the administrator or any approved users. Marmalade is entitled to rely on the Payment Instruction of the administrator's account or any approved users and Marmalade is not obliged to take any further steps to confirm the Payment Instruction, unless it has reasonable grounds to believe that the account has been compromised. If you become aware of any information which may mean that the account has been compromised, please let Marmalade know immediately.

7.4 Login details

Users must only change their usernames and logins in accordance with the instructions provided by Marmalade. Once Marmalade provides log in details to you, Marmalade is entitled to rely on any act done or instruction given using the account in connection with the POP Portal as a proper act or instruction authorised by you unless Marmalade, its relevant employees or agents know or reasonably suspect that an act or acts done by the user are not authorised.

7.5 Appropriate use of Service

You must read any instructions provided to you by Marmalade and use the POP Service in accordance with the instructions provided.

7.6 Payment information available on POP Portal

Marmalade will attempt to make payment information available to you as soon as possible. Payment information will be available in accordance with any detail set out in the POP Portal or as otherwise notified to you from time to time.

Payment information received will be made available progressively each Business Day and on weekends, from the time set out in the instructions provided by Marmalade on the POP Service. Marmalade is not responsible for the delivery of information from external sources to Marmalade and will provide such information to you as soon as practicable after receipt from the external source. Information from external sources includes information received from the Payee's financial institutions relating to the success or failure of payments.

7.7 Accuracy of payment information

You acknowledge that while Marmalade will take reasonable steps to ensure that information provided on the POP Service (other than payment information obtained from an external source and which Marmalade discloses as being from an external source) is accurate, such information may be inaccurate or out of date due to factors beyond Marmalade's control, such as due to manual handling by Marmalade of certain instructions or limitations of the technology used to process certain kinds of transactions (e.g. cancelled or returned payments). For example, dishonours will be reflected within industry standards and the status of an individual payment may change based on receipt of dishonour information.

You should notify Marmalade as soon as possible if you discover any error in the information or dispute the accuracy or completeness of the information. Marmalade will investigate such notices and where possible, use its best efforts to correct the erroneous information if reasonably satisfied that there is an error.

8.1 Payment Instructions

• You may only direct Marmalade to make a payment using the POP Service by sending a valid Payment Instruction which complies with any specification as advised by Marmalade from time to time, and with all mandatory fields completed, by the agreed means of communication.
• Payment Instructions that do not comply with agreed specifications will be rejected.
• Marmalade may not be able to stop payment on the selected Marmalade Payment Method once a compliant Payment Instruction has been given.
• You acknowledge that, due to the rules and procedures of any external systems by which Payment Instructions may be processed, it may not be possible or practicable to revoke a Payment Instruction (for example, if the Payment Instruction is executed immediately or if it is in a batch file that has been released for settlement). Where you wish to revoke a Payment Instruction, you must contact Marmalade, which will investigate whether the Payment Instruction may be revoked, but Marmalade is not obliged to attempt to revoke any Payment Instruction that it reasonably considers is unduly burdensome to attempt to revoke.
• The specifications advised by Marmalade may impose a limit on the number of payments that may be processed.

8.2 Processing of instructions

Marmalade will, on receipt of a compliant Payment Instruction from you:

• process all compliant Payment Instructions by facilitating the corresponding payment to the Payee and ensure that it is made in accordance with the Payment Instructions;
• provide any remittance advices which are required to be made available to the Payees via the nominated delivery method noted on the compliant Payment Instruction being either a secure link email notification to the email addresses advised in the Payment Instruction or otherwise making the remittance advices available to Payees; and
• forward all compliant Payment Instructions for the relevant Marmalade Payment Method selected to the relevant administrator or user for that payment method in the appropriate format for processing the payment to the Payee in accordance with the requirements of that payment method.

8.3 Payment processing times

• Payment Instructions must be fully compliant and submitted before the cut-off time noted in the POP Portal from Marmalade on a Business Day to be processed for the same day. Eligible PayTo payments may be authorised and processed on days that are not Business Days.
• All Payment Instructions compliant and submitted before the cut-off time will be processed on the date nominated in the Payment Instruction. Payment Instructions (including stop requests) received after a cut-off time may not be processed until the next Business Day.
• Individual payment types may be subject a maximum payment limit set out in in the POP Portal.
• Marmalade may, acting reasonably, vary the cut-off times or payment limits by giving reasonable notice to you (unless notice cannot be given because we are required to manage a material and immediate risk or comply with the rules of an external System).
• Any payment that is processed after cut-off time may not be released until later in the evening or on the next Business Day.
• There may be circumstances in which a Payment Instruction which is compliant and submitted before the applicable cut-off time is subject to a delay before it is processed. For this reason, you acknowledge that compliant Payment Instructions (excluding eligible PayTo payments) which are submitted close to a cut-off time may be processed on the next Business Day. Eligible PayTo payments authorised close to a cut-off time may be processed on the next Business Day.

8.4 Response File

Subject to clause 6 ('Payment information available on POP Portal), following a compliant Payment Instruction being processed, your administrator will be provided with a response file which sets out the payment status, showing whether a payment was successfully processed or rejected (including response/ status codes which provide more detail about the reason for rejection).

8.5 Returns

Marmalade will deal with any return of amounts paid to a Payee for any reason in accordance with the requirements for requesting a return via the payment method used to pay the Payee.

8.6 Help and technical support

Marmalade will make a help desk available to you during business hours for assistance with technical issues relating to the Services.

If required, Marmalade may also agree to provide further support outside normal business hours for up to 24 hours a day and 7 days a week.

8.7 Information technology

You undertake and agree to:

• provide and maintain suitable equipment, operating system software and network infrastructure in accordance with the instructions to access the POP Service;
• provide your own internet connectivity and sufficient bandwidth to and from your location to enable access to the POP Service; and
• address and resolve all service and support issues associated with software and hardware provided to you by third parties and which is used to access the POP Service. The Marmalade help desk is not obliged to, and will not provide support or service in relation to these matters.

9.1 Term

This Agreement commences on the date your application is accepted by Marmalade and continues until termination of this Agreement in accordance with this clause 9.

9.2 Termination for convenience

Either party may terminate this Agreement for convenience with notice through the POP Portal.

9.3 Termination for cause

Either party (the "terminating party") may immediately suspend and / or terminate this Agreement by notice to the other party through the POP Portal, if:

• the other party has, or the terminating party suspects on reasonable grounds that, the other party has, breached a material term of this Agreement or the Supplier Agreement and such breach is not remedied within 14 days of notice to remedy the breach or the breach is not capable of remedy;
• the terminating party has reasonable grounds to suspect that there is misuse, fraud or security issues with the other party or any users or third parties affiliated with the other party who have access to the POP Portal;
• the terminating party has reasonable grounds for concerns about the other party's ability to meet or repay the amounts due to the other party under this Agreement;
• the terminating party reasonably believes that the access to, or use of, a Service will or may cause technical incapacity to the Service and that such incapacity would or may continue unless the access or use is suspended or terminated;
• the terminating party has reasonable grounds for concerns about the other party's solvency (to the extent termination or suspension is permitted by law in these circumstances) or the other party is insolvent or is likely to become insolvent;
• the terminating party is required to do so by law;
• the terminating party reasonably considers the other party is unable to make any representations, warranty or undertaking it is required to make for the purposes of any system (internal or external) relevant to this Agreement;
• the other party has materially breached any Relevant Law in relation to this Agreement;
• the other party has acted fraudulently; or
• the other party has made any false representation or warranty under this agreement.

9.4 Notice of termination

Wherever commercially practicable, Marmalade will give reasonable notice of our intention to suspend or terminate under the clause 9.3 above.

9.5 Consequences of termination

On termination of this Agreement:

• Marmalade will disconnect your access to the POP Service;
• Marmalade will cease to process payments on behalf of you;
• it is your responsibility to notify any other parties that may be impacted by the termination;
• it is your obligation to reconcile your Account after termination of this Agreement and notify Marmalade of any discrepancies;
• if for any reason there are discrepancies in your Account then, subject to clause 10, Marmalade will reimburse you for any shortfall in what Marmalade should have paid you or any excess amounts we debited from your Account.
• all amounts accrued or outstanding under this Agreement shall become immediately due and payable;
• any right and obligation of either party which arose before the termination date will continue, including your obligations to pay or reimburse Marmalade for any obligations associated with submitted payments; and your responsibility for all chargebacks, fees, refunds and adjustments resulting from payments processed under this Agreement and all other amounts then due or which thereafter may become due under this Agreement; and
• you must immediately cease your use of the POP Service.

9.6 Suspension

Marmalade may (using reasonable endeavours to provide prior notice) vary, suspend or terminate all or part of the POP Service for the purposes of (routine or emergency) maintenance; security or technical reasons; to comply with its obligations under Relevant Laws, the Card Scheme Rules of the Digital Wallet Solution Rules; or to avoid a material risk of loss to either party.

9.7 Termination does not affect any surviving liabilities or obligations

Termination of this Agreement does not affect any liabilities or obligations of either party incurred prior to termination. Clauses 6, 9, 10, 13 and 14 survive termination of this Agreement, as well as any other clauses which, by their nature, survive termination.

10.1 Warranties and liability

• The law confers rights, guarantees and remedies on you in relation to the provision by us of goods and services which cannot be excluded, restricted or modified and we do not exclude, restrict or modify those.
• To the extent permitted by law and except as expressly stated in these Terms, Marmalade disclaims all representations or warranties, express or implied, made to you or any other person, including any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise of any Services, equipment or any goods provided incidental to the Services.
• Marmalade's liability in respect of the representations and warranties that cannot be excluded under clause 10.1(a) is limited to a liability for the re-supply of the equipment or any goods provided incidental to the Services or paying the cost of resupplying the equipment or any goods provided incidental to the Services.
• Marmalade is not liable to you for any loss you incur as a result of using the POP Service, including if you cannot process payments for any reason or because of any delay in processing, provided that nothing in these Terms is intended to limit any rights you may have at law, to the extent Marmalade is not permitted to limit such liability.
• Provided that the loss or liability is not caused by any fraud, wilful misconduct or negligence on the part of Marmalade or any of its employees, agents or subcontractors; to the extent permitted by law, Marmalade will not be responsible or liable for any delay that might occur in the processing of payments as a result of there being a public or bank holiday on the day, or on the day after, a Payment Instruction is provided to us; a Payment Instruction being received either on a day which is not a Business Day or after the cut-off time on a Business Day; the information received in a Payment Instruction being unable to be verified or being incorrect; there being a planned outage as described in clause 5.1(d); a delay due to Force Majeure Event; another party involved in processing the payment not complying with their obligations under the law; or you failing to comply, or Marmalade suspecting on reasonable grounds that you are failing to comply with your obligations under this Agreement, or Marmalade suspecting on reasonable grounds that you are involved in fraud, and Marmalade suspends payments to you pending resolution of the issue.

10.2 Indemnity

• You indemnify Marmalade and agree to keep Marmalade indemnified (to the extent permitted by law), and hold Marmalade harmless from and against all losses, claims, liabilities, damages, reasonable costs, demands, actions, suits and proceedings, reasonable charges and reasonable expenses, including reasonable legal fees, disbursements and other expenses that Marmalade may suffer or incur or which may be made against Marmalade relating to, arising from, or in connection with your failure to comply with your obligations under this Agreement or any negligent or wilful act or omission by you or any person acting on your behalf in relation to this Agreement; you failing to comply fully with any duty imposed on it under any law in relation to this Agreement; Marmalade having relied upon a Payment Instruction where reasonable to do so; any Payment Instruction containing unlawful, inaccurate or misleading information or containing information or data which breaches the Intellectual Property Rights of a third party; any unauthorised use of or access to the POP Portal by any person using any access method assigned you or any of your employees or agents; or any claim against Marmalade by a third party in connection with anything properly done or omitted to be done under or in connection with an Instruction or the provision of a Service, provided that the loss or liability is not caused by any fraud, wilful misconduct or negligence on the part of Marmalade or any of its employees, agents or subcontractors.
• Each indemnity given by you under this Agreement is a continuing obligation and continues after this Agreement ends. You agree that it is not necessary for Marmalade to incur an expense or make payment before enforcing the relevant indemnity if Marmalade can provide evidence that the expense is reasonably certain to be incurred and its amount (e.g. a quote for services from a supplier), subject to Marmalade being obliged to refund you any amount paid to Marmalade in excess of the actual amount of the expense.
• you agree to hold Marmalade harmless and to indemnify Marmalade, and must therefore pay Marmalade upon demand, for any loss, cost or expense (including internal expense) suffered by Marmalade or any of its employees, contractors, officers or agents as a consequence of or in connection with any failure by you or any of your employees, contractors, officers or agents to comply with these Terms or the Relevant Laws, any negligent, fraudulent, wilful, unlawful or wrongful act or omission by you; or any injury to, or death of, a natural person and any loss of, or damage to, real or personal property of Marmalade, caused or contributed by you, except to the extent caused by Marmalade's own fraud, negligence or wilful misconduct including that of its employees, contractors or agents.
• You agree to indemnify Marmalade for any claims in relation to goods and services paid for via a Marmalade Service, including the POP Service. Any disputes in relation to the goods and services acquired by you and paid for via a Marmalade Service are between you and the person you nominate as the payee in a Payment Instruction.
• This indemnity survives termination of this Agreement.

10.3 Australian Consumer Law

You may have the benefit of certain protections under the Australian Consumer Law. Nothing in this document shall be taken to exclude liability which may not be excluded under the Australian Consumer Law. However, to the extent permitted under the Australian Consumer Law and except as otherwise specified in these POP Terms and Conditions, in relation to any loss you have suffered:

• our liability is limited to the cost of providing the relevant services again; and
• we have no liability for any indirect, special or consequential loss (including loss of profits, actual or anticipated revenue).

11.1 No GST

Unless stated otherwise, the amounts payable to us under this Agreement do not include any GST.

11.2 Amounts payable is increased if GST applies

To the extent that anything done or to be done under or in connection with this Agreement by Marmalade constitutes a taxable supply for the purposes of any GST legislation, the amounts expressed elsewhere in this Agreement as payable or to be provided in relation to the Services will automatically increase to include an additional amount on account of GST. Such amount will be calculated by multiplying the value of the amount payable or to be provided by you for the relevant taxable supply by the prevailing GST rate. Any additional amount paid or payable on account of GST will be calculated and will be payable by you without any deduction or set-off of any amount payable by us to you.

11.3 GST Adjustment

If, after a supply is made under this Agreement, it is determined on reasonable grounds that the amount of any GST paid or payable by Marmalade to the Commissioner of Taxation on that supply differs for any reason from the amount of GST recovered from you, the amount of GST recovered or recoverable from you will be adjusted by Marmalade repaying to you the amount of the overpayment or by you paying to Marmalade the amount of the underpayment, as the case may be.

12.1 Marmalade has obligations under the AML Requirements

You acknowledge that Marmalade has obligations under the AML Requirements to, amongst other things, ensure that Marmalade:

• does not provide certain products or services to any person unless that person has been identified in accordance with the AML Requirements;
• do not open or conduct any transaction on an account unless the person on whose instructions Marmalade acts (whether those instructions are written or electronic and signed or unsigned) has been identified in accordance with the AML Requirements; and
• monitor certain types of transactions and report certain types of activity.

12.2 Marmalade may not process a Payment Instruction

• In some circumstances, including where Marmalade considers it reasonably necessary to meet its regulatory and compliance obligations (including those relating to anti-money laundering and counter-terrorism financing) or to manage associated risk, Marmalade may, without giving you notice delay, block, freeze or refuse a Payment Instruction.
• Marmalade may take these measures for as long as Marmalade reasonably needs. Marmalade and its affiliates are not liable for any loss you suffer (including consequential loss) in connection with such measures.

12.3 Examples of when Marmalade may not process a Payment Instruction

Examples of when Marmalade may take the measures described in clause 12.2 include where Marmalade has reasonable grounds to believe that:

• a payment may breach Australian law or sanctions (or the law or sanctions of any other country); or
• a payment involves a payment to, from or through a sanctioned jurisdiction; or
• your access to the POP Service is being used in a manner Marmalade reasonably considers is unsatisfactory, fraudulent or in a way that might cause you or Marmalade to lose money; or
• you do not provide Marmalade with any document or information reasonably requested from you.

12.4 Undertakings and Indemnity

You provide Marmalade with the following undertakings and indemnify Marmalade against any potential losses arising from any breach by you of such undertakings:

• you must not initiate, engage in or effect a Payment Instruction that may be in breach of Australian law or sanctions (or the law or sanctions of any other country) or that involves a payment to, from or through a sanctioned jurisdiction;
• the underlying activity for which any product is being provided does not breach any Australian law or sanctions (or the law or sanctions of any other country); and
• you will not access the POP Portal in a sanctioned jurisdiction.

13.1 External Service Provider

• Marmalade may subcontract any of its rights and obligations under these terms and conditions to another person in Australia or overseas, although Marmalade will remain responsible for the performance of those obligations.
• Marmalade may disclose or share any information you provide with any such person. With respect to any personal information, details of the countries where the overseas recipients are likely to be located is contained in Marmalade's Privacy Policy which is available at https://www.marmalade.com.au/privacy-policy.

13.2 Waiver

• A waiver of a right, remedy or power must be in writing and signed by the party giving the waiver.
• A party does not waive a right, remedy or power if it delays in exercising, fails to exercise or only partially exercises that right, remedy or power.
• A waiver given by a party in accordance with clause 13.2(a) is only effective in relation to the particular obligation or breach in respect of which it is given and is not to be construed as a waiver of that obligation or breach on any other occasion; and does not preclude that party from enforcing or exercising any other right, remedy or power under these Terms nor is it to be construed as a waiver of any other obligation or breach.

13.3 Changes to these Terms

• Acting reasonably and to the extent reasonably necessary to protect our legitimate interests, we may change any of these Terms provided we give not less than 30 days' notice of the change. If you do not agree with a change which we make, you may terminate this contract without penalty within the 30-day notice period.
• For any change to any term or condition necessary or desirable to comply with any law, regulator guidance or requirement or payment scheme regulation or procedure, Marmalade will provide notice in advance of the change.
• Notwithstanding anything else in this clause 13, advance notice of a change to this Agreement may not be given in some circumstances, for example, when a change is necessitated by an immediate need to restore or maintain the security of our systems or where you cannot be reasonably located. We can also give a shorter notice period (or no notice) if it is reasonable for us to manage a material and immediate risk.
• Notice of changes will be provided by Marmalade electronically in writing, .

13.4 Relationship of parties

• The parties to this Agreement are not and are not to be taken to be in a partnership, joint venture, employment or fiduciary relationship.
• Nothing in these Terms gives a party authority to bind any other party in any way.
• There is no relationship created between Marmalade and a Payee. The relationship between you and a Payee is unaffected by this Agreement and you must ensure that you comply with all applicable terms and conditions which are relevant to the relationship between you and the Payee.

13.5 Audit

Where required under any Relevant Law, third party affiliate, regulator or similar body, Marmalade may audit your compliance with these Terms. You agree to provide reasonable assistance and access to your premises and all records you hold in relation to this Agreement for the purposes of the audit.

13.6 Assignment and novation

• This Agreement is binding on the parties, their executors, administrators, successors and assignees. Where you are two or more persons, your obligations under this Agreement will be joint and several.
• A party must not assign or novate this Agreement, in whole or part, without the other party's prior written consent which will not be unreasonably withheld.
• We may at any time assign or novate our rights and obligations under this Agreement by giving you not less than 30 days' prior notice of the proposed assignment or novation. You appoint us and any person authorised by us to be your attorney to sign any document or take any administrative step necessary to give effect to the assignment, novation or transfer contemplated in this clause.

13.7 Severance

If a provision is wholly or partly void, illegal or unenforceable in any relevant jurisdiction that provision or part must, to that extent, be treated as deleted from these Terms for the purposes of that jurisdiction. This does not affect the validity or enforceability of the remainder of the provision or any other provision of these Terms.

13.8 Changes to your details

• You must notify us within 14 days of any applicable changes to your company, your trading name or addresses. We will not be responsible for any errors or losses where we have not received adequate prior notice in accordance with this clause.
• You must notify us as soon as reasonably practicable if you substantially change your line of business, or the types of goods or services that you supply to your customers or clients, to this extent this impacts the nature of services supplied under this Agreement.
• Without limiting clause 13.8(a), you must notify us immediately if the ownership or control of your business changes (including delegation by way of power of attorney) or you believe that you are no longer able to meet your liabilities as and when they fall due.

13.9 Notices and other communications

• Unless these Terms expressly state otherwise, all notices and other communications in connection with this Agreement must be in writing and in English.
• You consent to receive electronic communications including any notices or other information that we may be required to provide you by law in writing unless you have withdrawn or varied your preferences through a Marmalade Services portal or by contacting us.
• Communications and notices may be provided by being left at the address nominated by you; sent by prepaid ordinary post (airmail if appropriate) to the party nominated by you; sent by electronic communications (including to your nominated email or phone number); or by posting on our website or the POP Portal
• If the intended recipient has notified changed contact details by notice in writing, then communications and notices must be sent to the changed contact details.
• Where information, notices or other communication is provided electronically, Marmalade will provide such information, notices or other communication in a format in which you can readily retrieve and retain it (for example, by printing or downloading it).
• Communications and notices are taken to be received if sent by post, 6 Business Days after posting (or 10 Business Days after posting if sent from one country to another); if sent by email (including where an email hosts the relevant communication or notice on an external address), when the email enters the email server associated with the nominated email address; if sent by SMS, 5 hours after it has been sent by us; If posted on our website (Marmalade.com.au), 3 Business Days after being published; or If made available on the POP Portal, 3 Business Days after being made available.
• Despite anything else in this clause, if communications are received or taken to be received under this clause 13.9 after 5.00pm on a Business Day or on a non-Business Day, they are taken to be received at 9.00am on the next Business Day.
• Unless you advise us otherwise, we will use the contact information you nominate in the POP Portal to send you notices. If your contact details change, please notify us as soon as possible, this includes ensuring your contact details in POP Portal are up-to-date.
• You acknowledge that any notice we are required to give you, including changes to these Terms and Conditions, may be given to any individual authorised to access the POP Portal or other individuals appointed by you and such notifications will be deemed to have been received by you.
• You may give us a notice under this Agreement in writing via post or email to our nominated details.

13.10 Force Majeure

Notwithstanding any provisions to the contrary in this Agreement, neither party will be liable to the other for any loss or damage (including whether direct or consequential), nor be in default under this Agreement, for failure to observe or perform any provision of this Agreement where that failure is caused by a Force Majeure Event.

13.11 Reasonableness

We will act fairly and reasonably in accordance with our legitimate business interests in exercising our rights and discretions under this Agreement.

13.12 Electronic execution

By signing this document electronically or accepting these Terms by using the POP Service, you acknowledge and agree that you will be bound by a legally enforceable contract comprised of these Terms.

13.13 Governing law and jurisdiction

• These Terms are governed by and is to be construed under the laws in force in the State of Victoria, Australia.
• Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in the State of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with these Terms. Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

14.1 Trustee undertakings

If you are trustee of a trust, you undertake and agree to:

• comply with the terms of the trust and your duties as trustee of the trust;
• use all equipment and carry out all transactions in accordance with this Agreement exclusively for proper trust purposes;
• not do anything which may result in the loss of your right to indemnity from the trust assets or the termination of the trust;
• remain sole trustee of the trust; and
• not re-settle, set aside or distribute any of the assets of the trust without our consent unless compelled to do so by the current terms of the trust document or there is no reasonable prospect of the re-settlement, setting aside or distribution causing you to be unable to comply with your obligations under this Agreement.

15.1 Delivering on our service promise.

Marmalade are constantly taking steps and measures to ensure that you receive the best possible service from Marmalade. We will do our best to listen to any feedback or concern you have for Marmalade before we attempt to address the feedback or concern efficiently and fairly.

15.2 Our commitment to you.

If you are ever unhappy about something Marmalade has done – or perhaps not done – please give us the opportunity to put things right.

Marmalade will aim to resolve all complaints received within 10 Business Days, and where possible, will resolve complaints on the spot. Should Marmalade require additional time to respond to your complaint, we will let you know. Should Marmalade be unable to resolve your complaint to your satisfaction, your complaint will be escalated to the member of Marmalade's staff who will be best placed to resolve your complaint.

Marmalade's staff are here to find a solution for you and will ensure that you're regularly updated about the progress we are making to resolve your complaint to your satisfaction.

15.3 Contacting us

You can contact Marmalade through the following methods:

By post: Level 5, 447 Collins St, Melbourne VIC 3000

By email: support@withmarmalade.com

For further information go to our website and search 'Feedback and Complaints'.

15.4 If you are still unhappy.

If you are not satisfied with Marmalade's response or the way we handled your complaint, you can contact the external dispute resolution scheme, the Australian Financial Complaints Authority ('AFCA').

Australian Financial Complaints Authority

The Australian Financial Complaints Authority (AFCA) provides a free and independent service to resolve complaints by consumers and small businesses about financial firms (e.g. banks), where that complaint falls within AFCA's terms of reference.

The contact details for AFCA are set out below.

Australian Financial Complaints Authority Online: www.afca.org.au

Email: info@afca.org.au

Phone: 1800 931 678 (free call)

Post: Australian Financial Complaints Authority GPO Box 3, Melbourne VIC 3001

These Marmalade Rewards Terms and Conditions constitute Marmalade's agreement with you about M-Coin, which is a loyalty reward coin awarded to you by Marmalade. You are only eligible to participate in Marmalade Rewards if you have been provided access to a Marmalade Service.

By accessing or using M-Coin in anyway, you agree to be bound by these Marmalade Rewards Terms and Conditions. If you do not agree to be bound by these Terms and Conditions, you must not access or use M-Coin.

These Marmalade Rewards Terms and Conditions are separate to the POP Terms and Conditions which govern your use of the POP Service provided by Marmalade. For more information on Marmalade's POP Service including a copy of the Product Disclosure Statement (PDS), Target Market Determination (TMD), Financial Services Guide (FSG) and to access a current copy of the POP Terms and Conditions visit Marmalade's website at https://www.marmalade.com.au/.

If you have any queries or complaints regarding M-Coin or the Marmalade Services, please contact Marmalade by:

Mail: Level 5, 447 Collins St, Melbourne VIC 3000

Email: support@withmarmalade.com

Website: https://www.marmalade.com.au/

For queries or complaints regarding POP Services, refer to the POP Terms and Conditions or the PDS for more information on how queries and complaints are dealt with.

In this Schedule:

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

POP Terms and Conditions means the POP Terms and Conditions published by Marmalade as amended from time to time.

Marmalade Rewards means the Marmalade loyalty rewards program administered and managed by Marmalade under these Marmalade Rewards Terms and Conditions.

Marmalade Rewards Portal refers to the means by which you may access the Marmalade Rewards service as provided by Marmalade, such as via a website or app.

M-Coin means either the Marmalade loyalty rewards program administered and managed by Marmalade under these Marmalade Rewards Terms and Conditions or the actual 'M-Coin' earned or converted by you.

Eligible Instruction means a type of instruction which we have approved such that when that instruction is processed, you earn M-Coin through one or more of Marmalade's services in accordance with these Marmalade Rewards Terms and Conditions.

Ineligible Instruction means any instruction made by you to Marmalade for a Service where the instruction is restricted by applicable laws; determined by us, acting reasonably, to be ineligible from time to time; related to betting, including lottery tickets, casino gaming chips, off-track betting, and wagers at race tracks; or political donations.

Participating Partner has the meaning given in clause 5.1 of these Marmalade Rewards Terms and Conditions.

Privacy Policy means the privacy policy available at: www.marmalade.com.au/privacy-policy

Rewards means incentives or M-Coin offered or provided as part of Marmalade Rewards, as described in the Terms and Conditions which apply to M-Coin and any Marmalade Service.

2.1 Interpretation

• the singular includes the plural and vice versa;
• a reference to 'include; or 'including' means 'including but not limited to'; and
• other expressions used in these Marmalade Rewards Terms and Conditions which are not defined here have the same meaning as in the POP Terms and Conditions.

3.1 Eligibility Criteria

You are only eligible to participate in Marmalade Rewards if you satisfy all of the following criteria:

• you hold or have been provided access to a Marmalade Service which generates M-Coin;
• you are not in breach of the POP Terms and Conditions or these Marmalade Rewards Terms and Conditions;
• you have a valid Marmalade account in your name which you use to access the Marmalade Services; and
• your use of the relevant Marmalade Service has not been terminated or suspended.

3.2 Eligible Products and Services

Only certain Services are eligible for M-Coin under these Marmalade Rewards Terms and Conditions. Eligible Services will be listed on the relevant Service portal.

3.3 Usage

When participating in Marmalade Rewards, you must not use M-Coin for fraudulent, improper or unlawful purposes.

4.1 Registration

• You are registered for Marmalade Rewards when you successfully register for a relevant Marmalade Service in accordance with that Service's Terms and Conditions (such as the POP Terms and Conditions).
• You must not join or use M-Coin on behalf of any other individual or allow another individual to use M-Coin on your behalf.

4.2 Disclosure

You acknowledge that Marmalade may share your details including your personal information with external service providers to enable you to receive and use M-Coin.

5.1 Participating Partner

• Marmalade has partnered with goods and service providers to allow you to convert M-Coin for certain rewards or discounts on products and services purchased through the Marmalade Rewards portal (each a Participating Partner).
• Any product or service you purchase from a Participating Partner, whether through the Marmalade Rewards portal or otherwise, is governed by and subject to the Participating Partner's policies and terms, including their return, cancellation, and shipping policies (as applicable).
• Unless stated otherwise, any Participating Partner is not an agent of Marmalade and operates independently. Your receipt of any goods or services offered or promoted by a Participating Partner is solely between you and the Participating Partner, unless otherwise specified by Marmalade. Marmalade is not responsible for any withdrawal or modification of a good or service and any effect this may have on your M-Coin balance with Marmalade.
• Marmalade is not responsible for any changes to, or discontinuation of a Participating Partner (or the goods and services offered by them). Except as provided in any law which cannot be lawfully excluded or modified by agreement, Marmalade assumes no liability or responsibility for any content, goods or services provided by a Participating Partner including the quality, merchantability or fitness of such content, goods or services or that such content, goods or services are lawful.

6.1 Eligible Instructions

When using a Marmalade Service, including the POP Service, you may receive M-Coin on Eligible Instructions made through a Marmalade Service portal. The number of M-Coin earned by you for using Marmalade Services may change from time to time. 

6.2 Converting M-Coin may change from time to time

• The good or services which M-Coin can be used to convert into may change from time to time and current goods or services available will be published by Marmalade. You should confirm the continued availability of the good or service required before converting the good or service using M-Coin. Any changes to the goods or services will have no effect on an Eligible Instruction made prior to the date of change.
• Marmalade does not represent or guarantee that a certain number of goods or services will be made available to M-Coin holders.
• Your ability to acquire goods or services using M-Coin may be affected by human or technical error or other events beyond Marmalade's control, which may include Participating Partner's systems, viruses or faults on Marmalade's Service portals. To the maximum extent permitted by law, Marmalade is not liable for any error arising as a consequence of or in connection with the processing of a good or service through the Marmalade Rewards scheme except to the extent caused by the wilful misconduct, fraud or negligence of Marmalade (or its employees, agents, officers or contractors).

7.1 Earning M-Coin

• You may earn M-Coin through any Eligible Instruction you provided to Marmalade and which Marmalade has confirmed by notification to you or provision of M-Coin through the Marmalade Rewards portal. 
• You are only entitled to one set of M-Coin for each Eligible Instruction. You will not earn M-Coin if the Eligible Instruction is cancelled, refunded or terminated or if you breach any of your obligations in relation to the Eligible Instruction.
• Ineligible Instructions are excluded from earning M-Coin.
• Marmalade does not guarantee or represent any quantum of M-Coin you may earn as a result of participating or using Marmalade Services, unless otherwise specified by Marmalade.

7.2 Crediting Rewards

• Marmalade will use its reasonable endeavours to credit your M-Coin balance to you within one day after Marmalade receives an Eligible Instruction or such other time period specified in the Marmalade Terms and Conditions, Service Portal or website. It is your responsibility to check that you have been credited with the correct number of M-Coin.
• If you have not been credited with the M-Coin in accordance with clause 7.2(a) of these Marmalade Rewards Terms and Conditions, you must make a claim for the crediting of M-Coin within 90 days after Marmalade receives the Eligible Instruction. Unless otherwise specified by Marmalade, claims for the crediting of M-Coin cannot be made if you do not meet the eligibility criteria set out in these Marmalade Rewards Terms and Conditions.
• Marmalade reserves the right to deny or revoke the crediting of M-Coin at any time if Marmalade or the Participating Partner determines that the M-Coin was improperly obtained or erroneously credited.

7.3 Holding rewards

You may view your M-Coin balance at any time by logging into the Marmalade Rewards Portal. Your M-Coin balance will be held in credit on the Marmalade Rewards Portal issued by Marmalade until you convert your M-Coin in accordance with clause 7.4 of these Marmalade Rewards Terms and Conditions. Any M-Coin which has not been converted before termination of your access to Marmalade Services or Marmalade Rewards will be forfeited.

7.4 Converting rewards

• You may convert your M-Coin using the Marmalade Rewards Portal at any time. Any request to convert your M-Coin is final and irreversible.
• You must have accumulated an M-Coin balance equal to or greater than the minimum conversion amount indicated and communicated through the Marmalade Rewards Portal from time to time before you are able to convert your M-Coin. Any limits or other criteria applying to a conversion request may also be stipulated on the Marmalade Rewards Portal or on Marmalade's website.
• In order to convert your M-Coin, you must satisfy any eligibility criteria outlined in these Marmalade Rewards Terms and Conditions and specified on the Marmalade Rewards Portal at the time of conversion; 
• You may convert your M-Coin by instructing Marmalade via the Marmalade Rewards Portal to apply your M-Coin balance to any Marmalade Service made using Marmalade (unless indicated otherwise); or convert your M-Coin in exchange for goods or services offered by a Participating Partner.
• To give effect to the conversion methods set out above, you acknowledge that Marmalade may require further information (including personal information) from you; and Marmalade may share your information (including personal information) with an external service provider or such other third party (such as a Participating Partner) as may be necessary to enable Marmalade to convert your M-Coin in accordance with your instructions.

• Discounts may be made available by Participating Partners on eligible purchases through the Marmalade Rewards Portal or website from time to time.
• The Discounts may be made available for a limited duration and may be subject to specific, terms, conditions, or exclusions. You should ensure that you are aware of and understand such term, conditions, or exclusions before proceeding with the Eligible Instruction.
• If you have not received the Discount, you should consult with the Participating Partner to find out why. Except as provided in any law which cannot lawfully be excluded or modified by agreement, Marmalade assumes no liability or responsibility for any failure by a Participating Partner to honour the Discount the Participating Partner makes available through the Marmalade Rewards Portal.
• Marmalade does not guarantee or represent that Discounts will be made available for a certain time period.

10.1 Amendment

We may change these Marmalade Rewards Terms and Conditions, or any part of it, at any time without your consent, for one or more of the following reasons:

• to comply with any change or anticipated change in any law, code of practice, guidance or general industry practice;
• to reflect any decision of a court, ombudsman or regulator;
• to reflect a change in our systems or procedures, including for security reasons;
• to respond to changes in the cost of providing the M-Coin; or
• to make these Marmalade Rewards Terms and Conditions clearer or to provide additional M-Coin features.

10.2 Advance notice of changes

Unless the change has no material impact on your obligations, or otherwise reduces your obligations, we will give you 30 days' advance notice of any change.

You agree to receive communications including information on goods, services, M-Coin, Discounts or other deals available through the Marmalade Rewards Portal. Marmalade may communicate with you using the contact information you have provided to us when registering or using Marmalade Services or M-Coin. 

In respect of Marmalade Rewards, you consent to receive electronic communications including any notices or other information that we may be required to provide you by law in writing unless you have withdrawn or varied your preferences through a Marmalade Services Portal or by contacting us. 

You agree that Marmalade is not liable for any loss, damage or liability in connection with:

• the unauthorised use of your M-Coin or any goods or services you obtain through M-Coin;
• any goods and/or services purchased from third parties by you;
• any goods, services, rewards or Discounts contained on our website or contained in communications sent to you by us or on our behalf, where these are provided to us by a Participating Partner;
• any failure of or delay in a Participating Partner or external service provider failing to provide us with any information or perform any act upon which we depend; or
• any failure or default beyond our reasonable control, 

except to the extent that the loss, damage or liability is the result of Marmalade fraud, negligence or wilful misconduct (including that of our contractors, officers, employees and agents).

12.2 Australian Consumer Law

You may have the benefit of certain protections under the Australian Consumer Law. Nothing in this document shall be taken to exclude liability which may not be excluded under the Australian Consumer Law. However, to the extent permitted under the Australian Consumer Law and except as otherwise specified in these Marmalade Rewards Terms and Conditions, in relation to any loss you have suffered:

• our liability is limited to the cost of providing the relevant services again; and
• we have no liability for any indirect, special or consequential loss (including loss of profits, actual or anticipated revenue).

• You agree that Marmalade may collect, hold, use and disclose your personal information as described in these Marmalade Rewards Terms and Conditions, including any other privacy notices that we provide you.
• We collect personal information that you provide to us or generate when you register for Marmalade Rewards. This personal information is used for: any specific purposes for which you provide it to us; the general operation of Marmalade Rewards, so that you can access and use the functions and services of M-Coin; to help our external service providers and partners to fulfil their regulatory obligations; and other purposes as otherwise notified to you.
• Our Privacy Policy (available at: https://www.marmalade.com.au/privacy-policy) describes how Marmalade collects, hold, use and disclose personal information in the course of its business operations as a whole. It also explains how you can seek to access or correct any personal information Marmalade holds about you, how to complain about a privacy breach and how Marmalade will deal with a privacy complaint.

• These Terms are governed by and is to be construed under the laws in force in the State of Victoria, Australia.
• Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in the State of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with these Terms. Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.