Referral Program Terms

1. Overview

a. These Oolio Referral Program Terms (Referral Terms) are an agreement between you (you and your) and Oolio (Oolio, we, us or our).

b. Nothing in these Terms is intended to prohibit or otherwise restrict Oolio from identifying, approaching or engaging with customers directly for any reason to promote Oolio. This is a non-exclusive arrangement.

c. We reserve the right to amend these Referral Terms and to suspend, cease or modify the Referral Program from time to time. We will try to give you reasonable advance notice of any changes, but in any case, changes to the Referral Terms and Referral Program will be effective immediately upon notification to you.  Your continued participation on the Referral Program following such notification will represent an agreement by you to be bound by the Referral Terms as amended. Changes to the Referral Terms or Referral Program will not impact any Referral Rewards that have been validly earned in accordance with these Referral Terms prior to the change. 

2. Referrals

2.1  Eligibility

a. Our Referral Program is open to all permanent employees of Oolio excluding those employed in a sales capacity or who hold a quota-carrying position with us. You must be a permanent Oolio employee at the time you submit a Lead and at the time the Referral Reward is redeemed.

b. Oolio reserves the right in its absolute discretion to determine your eligibility to participate in the Referral Program and to determine your eligibility for a Referral Reward.

c. Oolio retains full discretion as to whether to pursue, negotiate with or enter into an agreement with any Lead referred or introduced to it by you under these Referral Terms.  

2.2 Valid Referred Customers

a. You will be entitled to a Referral Reward for each Valid Referred Customer.

b. A Lead will be a Valid Referred Customer where the Lead:

i. operates a hospitality venue in Australia or New Zealand;

ii. was first introduced or referred to us by you via the approved referral channels detailed in clause 2.3(c);  

iii. is not an existing Oolio customer and has not been in discussions with us in the 6 months prior to your introduction in connection to our goods and services, including in relation to any sales discussions, product demonstrations, proposals or pricing discussions, product trials or inbound enquiries;

iv. enters into a binding agreement with us for our goods and services within 6 months after your introduction; and

v. remains active on our platform for at least 90 consecutive days.

c. A Lead will not be a Valid Referred Customer where you are referring yourself or your own business (including any Related Bodies Corporate) or submitting a duplicative lead.

d. Oolio reserves the right, in its absolute discretion to determine:

i. whether a Lead qualifies as a Valid Referred Customer;

ii. the original source and timing of a Lead. Where more than one referrer submits the same Lead, the first Lead submitted validly in accordance with the Referral Terms will be approved as a Valid Referred Customer and eligible for Referral Rewards. Subsequent referrals for the same Lead will not be eligible for Referral Rewards. Oolio’s determination will be based on records in its systems and will be final.

2.3 Your obligations

a. You must:

i. act towards Oolio and perform your obligations under these Referral Terms in good faith;

ii. comply with all applicable laws, regulations, rules and codes of conduct in connection with your participation in the Referral Program, including but not limited to competition, consumer protection, anti-bribery and anti-corruption laws;

iii. not offer, promise, give or receive any payment, benefit or other incentive intended to improperly influence any individual or organisation to purchase Oolio products or services; and

iv. ensure that participation in the Referral Program does not create a conflict of interest with any duties or obligations that you may have to the Lead or any third party.

b. By submitting each Lead, you represent and warrant that you are:

i. legally permitted to participate in the Referral Program; and

ii. not receiving or soliciting any undisclosed compensation from the Lead in connection with the referral.

c. You must submit referrals:

i. using your Oolio email address; and 

ii. at https://referrals.oolio.com/

2.4 No ability to bind or incur liabilities

Except as authorised by Oolio in writing, you must not:

a. act in a way which will incur any liabilities on behalf of us;

b. negotiate any terms for the provision of Oolio goods and/or services;

c. give any condition or warranty on our behalf;

d. make any representation on our behalf; or

e. commit us to any contracts.

3. Other promotions

Oolio may run other promotions as part of its Referral Program which may be subject to separate terms as notified to you by us from time to time.

4. Fees and payment

4.1 Referral Reward

a. For each Valid Referred Customer and at the end of the 90 day period in clause 2.2(b)(v), Oolio will issue the Referral Reward to your Referral Platform account.

b. Each Referral Reward will be in an amount of between $250 to $750 and will be calculated by Oolio in its absolute discretion with reference to the value of the agreement entered into with the relevant Valid Referred Customer at the time of signing.

c. Oolio reserves the right to demand repayment, withhold or cancel Referral Rewards where it reasonable believes that the Referral Program is being misused, manipulated or abused in a manner that is in breach of these Referral Terms or is otherwise inconsistent with the intent of the Referral Program. This may include, without limitation, self-referrals or fraudulent referrals.

4.2 Redeeming Referral Rewards

a. The Referral Reward will be issued in Australian dollars as either a physical card or e-card, which you can redeem via your account on the Referral Platform.

b. Referral Rewards will be made available within 5 days after completion of the 90 day period in clause 2.2(b)(v).

c. You are responsible for any tax liabilities or obligations arising in connection with the Referral Benefits.

d. Each Referral Reward will only be issued once. Once issued or delivered to you (including electronically), the Referral Reward becomes your sole responsibility. Oolio is not responsible for, and is under no obligation to, replace or reissue any Referral Reward that is lost, stolen, damaged, misdirected, deleted, accessed or used by an unauthorised person, or otherwise compromised after delivery.

e. To the maximum extent permitted by law, Oolio will not cancel, reverse, refund or otherwise remedy any transaction involving, or use of, a Referral Reward, including where the Referral Reward is used without your authorisation.

f. You acknowledge that Referral Rewards are treated as cash‑equivalent instruments and are used at your own risk. The Referral Rewards cards will not be reloadable and will not permit cash withdrawals.

4.3 Multiple Venues

Where a Valid Referred Customer has more than one venue across a corporate group, each venue will be assessed for eligibility and treated separately for Referral Reward eligibility. Provided that each venue complies with applicable requirements in clause 2.2(b) (including that the venue remains active on our platform for at least 90 consecutive days in accordance with clause 2.2(b)(v)) you may be entitled to a Referral Reward for each venue that is subject to an agreement with Oolio for goods and/or services.

4.4 GST

a. Any terms used in this clause 4.4 that are not otherwise defined in these Referral Terms have the meaning given in the GST Act.

b. If GST applies to any supply made under or in connection with these Referral Terms, the supplier may, in additional to any amount or consideration payable under these Referral Terms, recover from the recipient an amount on account of GST, such amount is to be calculated by multiplying the amount or consideration payable by the recipient for the supply by the prevailing GST rate.

c. Any additional amount on account of GST recoverable from the recipient under this clause will be calculated without any deduction or set-off of any other amount and is payable by the recipient.

5. Term and Terminatiom

5.1 Term

a. These Referral Terms start on the date that you are approved to participate in the Referral Program and unless terminated in accordance with clause 5.2, continue until you cease participating in the Referral Program (Term).

5.2 Termination

a. You may cease participating in the Referral Program at any time by cancelling your Referral Platform account.

b. We may terminate or suspend your participation in the Referral Program at any time with 7 days written notice to you.

c. We may terminate these Referral Terms and the Referral Program at any time with 7 days written notice to you.

5.3 Effects of termination or expiry

Upon termination or expiry of these Referral Terms:

a. we will credit any Referral Rewards properly earned and owing up to the date of termination or expiry;

b. we will have no obligation to pay any Referral Rewards to you after the date of termination or expiry;

c. you must immediately cease to promote, market or advertise Oolio; and

d. you must immediately cease describing yourself as a referrer of Oolio.

5.4 Survival

a. Termination or expiry of these Referral Terms will not affect clauses 5.3, 6, 7, 8, 9 and 10 or any provision of these Referral Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry.

b. The rights and obligations of the parties under these Referral Terms do not merge on completion of any transaction contemplated by these Referral Terms.

6. Privacy

a. Each party must comply with all applicable Privacy Laws.

b. If you disclose an individual’s Personal Information to us (or to any third party engaged by us), you must, and warrant that you have:

i. obtained all necessary consents from and made any necessary disclosures to the relevant individual before collecting and disclosing their Personal Information to us; and

ii. expressly notified the relevant individual that their name, contact details and company information will be provided to Oolio for the purposes of a referral to Oolio and that Oolio may contact the individual using that information.

c. By signing up to the Referral Program, you consent to us handling your Personal Information for the purposes of the Referral Program. We will process, collect, use and disclose Personal Information in accordance with our privacy policy available on our website.

7. Confidentiality

a. Each party agrees to hold in strict confidence, and not disclose or permit the disclosure of any Confidential Information of the other party, and must only use such Confidential Information solely to perform its obligations or to exercise its rights under these Referral Terms.

b. Clause 7(a) does not apply to the extent necessary to enable disclosure required by law or where the Confidential Information has entered the public domain other than as a result of a breach of these Referral Terms.

8. Limitation of liability

8.1  Indemnity

To the extent permitted by law:

a. neither party will be liable to the other party for any Consequential Loss;

b. each party’s aggregate liability to the other party for any Loss arising out of or in connection with these Terms (whether under contract, in tort, under statute or otherwise at law or in equity) is limited to an amount equal to the value of Referral Rewards due and payable to you at the time the Loss arises; and

c. Oolio expressly disclaims all warranties, express or implied, including without limitation, implied warranties of merchantability, fitness for a particular purpose, accuracy or non-infringement.  

9. General

9.1 Assignment

a. You may only assign this document or a right under this document with the written consent of Oolio, whose consent may not be unreasonably withheld.

b. Oolio may at any time assign, delegate or deal in any other manner with any or all of its rights under this document.

9.2 Entire agreement

These Referral Terms constitute the entire agreement between the parties and supersede all previous agreements about its subject matter.

9.3 Further assurances

Each party must do all things reasonably necessary to give effect to these Referral Terms and the transactions contemplated by it.

9.4 No waiver

a. The failure of a party to require full or partial performance of a provision of these Referral Terms does not affect the right of that party to require performance subsequently.

b. A single or partial exercise of or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.

c. A right under these Referral Terms may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.

9.5 Governing law and jurisdiction

a. Victoria, Australia law governs these Referral Terms.

b. Each party irrevocably submits to the non-exclusive jurisdiction of the Victoria, Australia courts and courts competent to hear appeals from those courts.

9.6 Severability

If any provision is or becomes illegal, unenforceable or invalid in any jurisdiction, it is to be treated as being severed from this document in the relevant jurisdiction, but the rest of these Referral Terms will not be affected.

9.7 Relationship of the parties

Participation in the Referral Program does not create any relationship of partnership, joint venture, or agency between the parties.

9.8 Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under these Referral Terms due to any event outside that party’s reasonable control.

10. Defined Terms and Interpretation

10.1 Defined terms

Unless otherwise defined in the Referral Terms:

Claim means any claim, action, suit, cause of action, demand or proceedings for any Loss including any such claim by way of indemnity, under contract (including any breach of this document), in equity (including breach of an equitable duty, breach of confidentiality or breach of fiduciary duty), under statute (including breach of statutory duty) (to the maximum extent possible), in tort (including for negligence or negligent misrepresentation) or otherwise (including in restitution).

Confidential Information means any information:

a. relating to the business and affairs of a party;

b. relating to the customers, clients, employees, sub-suppliers or other persons doing business with a party;

c. relating to the intellectual property rights of a party;

d. which is by its nature confidential;

e. which is designated as confidential by a party; or

f. which the other party knows or ought to know, is confidential,

and includes all trade secrets, knowhow, marketing, financial and customer information, forecasts, and strategies and any other commercially valuable information of a party.

Consequential Loss means any consequential, special, indirect or incidental loss including without limitation loss of profit, loss of revenue, business interruption, loss of business, loss of opportunity, loss of reputation or loss in connection with breach of third party contracts or arrangements.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Lead means a prospective customer referred or introduced to us by you under this Referral Program.

Loss includes any loss, cost, expense, damage or liability (including any fine or penalty) whether present or future, fixed or unascertained, actual or contingent and whether arising under contract, in equity, under statute (to the maximum extent possible), in tort (including for negligence) or otherwise.

Oolio means as applicable, Oolio Pty Limited (ACN 657 508 426) and Oolio NZ Limited (NZCN 8226239) and any entity which is a Related Body Corporate of either.

Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth).

Privacy Laws means the Privacy Act 1988 (Cth), the Australian Privacy Principles under that Act, and any other Law, regulation or industry code, guideline, rule, requirement, policy, order or direction of any regulator or governmental body, as amended from time to time, in relation to privacy, data protection, surveillance, data security, or the handling of Personal Information.

Referral Platform means the platform we use to manage referrals from you.

Referral Program means the referral program run by Oolio as described in these Referral Terms.

Referral Reward means the reward payable by Oolio to you for each Valid Referred Customer.

Related Body Corporate means, as applicable:

a. the meaning given to that term by section 9 of the Corporations Act 2001 (Cth); or

b. the meaning given to that term by section 2(3) of the New Zealand Companies Act 1993; or

c. the ultimate holding company and each direct and indirect subsidiary of the ultimate holding company of an entity, wherever registered or incorporated in the world.

10.2 Interpretation

In these Referral Terms:

a. a reference to a party to this these Referral Terms or any other document or agreement includes the party's successors, permitted substitutes and permitted assigns;

b. if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

c. a reference to a document or agreement (including a reference to these Referral Terms) is to that document or agreement as amended, supplemented, varied or replaced;

d. a reference to these Referral Terms includes the agreement recorded by these Referral Terms;

e. a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;

f. if any day on or by which a person must do something under this document is not a business day, then the person must do it on or by the next business day;

g. a reference to a person includes a corporation, trust, partnership, unincorporated body, government and local authority or agency, or other entity whether or not it comprises a separate legal entity;

h. a reference to '$' or 'dollar' is to Australian currency; and

i. the meaning of any general language is not restricted by any accompanying example, and the words 'includes', 'including', 'such as', or 'for example' (or similar phrases) do not limit what else might be included.