regulation

Promotion Terms and Conditions

The terms and conditions set out below (T&C’s) shall govern the gift card promotion campaign (Promotion Campaign) run by Shopfully S.p.A (hereinafter ShopFully / we / us / our) for its users (you / your) in relation to ShopFully’s mobile application (App). By generating or using a Promo Code (as hereinafter defined), you acknowledge and agree that you are bound by the T&C’s.

Schedule

Capitalised words in the T&C’s have the following meanings and as defined in clause 1 (“Definitions”) unless specified otherwise.

1. Definitions

   Claim means any claim, demand, remedy, suit, action, proceeding, right of action, claim for compensation or claim for abatement of any monetary obligation, whether arising under contract (including these T&C’s), in tort (including negligence), at common law, in equity, under statute, under an indemnity or otherwise.

   Laws means any law, statute, regulation, ordinance, authorisation, ruling, judgment and any order or decree of any government agency in any jurisdiction.

   Loss means any damage, Claim, action, liability, cost, expense, outgoing, payment, fine or penalty or other loss of whatever nature.

2. General
   1. ShopFully reserves the right to terminate or amend the Promotion Campaign at any time.
   2. Any rewards, promotional discount or referral code generated by us (Promo Code) is non-transferable and has no cash alternative.
   3. We reserve the right to change, at any time, all or some of the terms and conditions.
3. Rewards for using Promo Codes
   1. Subject to subclause (c), during the Promotion Period:
      1. if an existing user of the App (Existing User) generates a Promo Code and shares the Promo Code with another person (Referred User); and
      2. that Referred User:
         1. downloads the App;
         2. submits their email on the App; and
         3. inserts the Existing User’s unique Promo Code by the end of the Promotion Period,

      (Referral Onboarding),

      then the Reward Recipient(s) will receive a gift card by email to spend with one of the Partners valued at the Reward Value (Reward), after the steps outlined at subclauses 3(a)(i) and (ii) have been completed.

   2. Subject to subclause (c), during the Promotion Period a person (New User) who:
      1. downloads the App;
      2. submits their email on the App; and
      3. inserts an active Promo Code (not being one generated by an Existing User) by the end of the Promotion Period,

      (New User Onboarding),

      will also receive a Reward, after the steps outlined at subclauses 3(b)(i) to (iii) have been completed.

   3. You acknowledge and agree that:
      1. Rewards will be issued up to the number of Total Available Rewards on a first-come first-served basis by reference to when a user completes the Referral Onboarding or New User Onboarding. Once ShopFully has issued all of the Total Available Rewards, no further Rewards shall be issued even if a user has satisfied subclauses 3(a) and (b) above. We reserve the right to terminate the Promotion Campaign upon issuing all of the Total Available Rewards, or at our absolute discretion increase the number of Total Available Rewards;
      2. the number of times an Existing User can receive a Reward in accordance with subclause (a) above is limited to the User Reward Cap;
      3. Existing Users will only be provided with a Reward once their Referred User has successfully completed all steps in Referral Onboarding utilising the Existing User’s Promo Code by the last day of the Promotion Period;
      4. no Rewards will be provided to Referred Users or New Users who have previously received a Reward as a Referred User or New User in accordance with subclauses 3(a) and (b) above;
      5. the Promotion Campaign may be monitored by us, and we reserve the right to remove any credit you have gained from self-referral, use of additional emails, or otherwise in bad faith or in breach of these T&C’s;
      6. to qualify for the Promotion Campaign, users must be over the age of 18;
      7. users shall not be entitled to the Reward if the Referral Onboarding or New User Onboarding (as the case may be) is not completed before the end of the Promotion Period; and
      8. users shall not be entitled to the Reward if a Promo Code that is inactive or generated outside of the Promotion Period is used.
4. Rewards
   1. Rewards cannot be exchanged for cash in part or full, and are not refundable after use, and any amounts not used in (1) transaction will become forfeited.
   2. Rewards cannot be combined with any other discount coupon or offer.
   3. Neither ShopFully nor a Partner is liable for any Reward that has been stolen, forged, lost, damaged or tampered with in any way.
   4. Tax implications may arise from the acceptance and/or use of Rewards. ShopFully accepts no responsibility for any tax implications that may arise from accepting and/or using a Reward. Users are responsible for any and all liabilities or expenses that they incur in participating in the Promotion Campaign.
   5. Expired Rewards are non-refundable in part or full. Once expired, Rewards are no longer valid and will not be honoured.
5. Our rights and obligations

   In making the App available for your use, we agree to:

   1. comply with all applicable Laws;
   2. maintain the App with all due skill and care and to the best of our knowledge and expertise; and
   3. act in good faith and refrain from doing anything that may hinder the performance of these T&C’s.

   However, notwithstanding any of the above, we may, in our sole and absolute discretion:

   1. terminate and/or to restrict your access/use of the App without notice, if you do not comply the T&C’s (as applicable from time to time) or in our reasonable opinion we find you are misusing the App;
   2. modify, discontinue, or disable all or part of the App, on either a permanent or temporary basis, at any time. We will endeavour to provide you with prior notice of any modifications, however you accept it may not always be possible to provide such notice; or
   3. withdraw or alter any contents or material published on the App at our absolute discretion.
6. Your obligations

   You agree that you will:

   1. comply with all applicable Laws in the performance of these T&C’s;
   2. comply with all reasonable requests given by us from time to time;
   3. not infringe any third party rights or violate any other agreement in the performance of these T&C’s;
   4. not transmit to or via the App any virus or any other information or material or otherwise use the App in a way which:
      1. tampers with, hinders the operation of, or makes unauthorised modifications to the App or contents published on the App;
      2. inhibits any other user from using the App; or
      3. violates the security of the App or accesses any other unauthorised areas of the App.
7. Liability and Indemnity

   You agree and acknowledge that:

   1. to the maximum extent permitted by law, ShopFully excludes all warranties, representations or guarantees (Warranties) regarding the Promotion Campaign and Rewards, including any Warranties which may have been made in the course of advertising or promoting the Promotion Campaign;
   2. the conduct of the Promotion Campaign or the supply of Rewards may involve third parties, and ShopFully makes no Warranties and disclaims all liability in connection with any such third parties, their acts or omissions;
   3. by entering the Promotion Campaign, you release and indemnify ShopFully and its related bodies corporate (including the officers, employees and agents of each) from and against all actions, penalties, liabilities, claims or demands you may have against ShopFully or that ShopFully may incur for any loss or damage which is or may be suffered or sustained as a direct or indirect result of you entering or participating in the Promotion Campaign except for any liability which cannot be excluded by law or which would cause any part of this clause to be void or unenforceable;
   4. if despite subclauses (a) to (c), ShopFully incurs a liability to you under any law which implies a Warranty into these T&C’s which cannot legally be excluded, ShopFully’s liability in respect of the Promotion Campaign is limited, in ShopFully’s discretion, to either resupplying such goods or services as form part of the Promotion Campaign, or paying the cost of resupplying those goods or services;
   5. ShopFully does not warrant against, and shall not be liable for, any Loss arising directly or indirectly from the use of the App or a third-party platform used to obtain the Promo Code, including without limitation the following:
      1. any Loss arising from the delayed delivery of services relating to the App;
      2. any consequential, economic or indirect Losses; or
      3. Loss representing loss of business or profits or data, however that Loss may arise;
   6. you have full knowledge of the nature and constraints of the internet and recognise that it is impossible to guarantee that data transmitted via the internet can be completely secure, and that you will not hold us responsible for any incidents that may result from data transmission to and from the App.
8. Privacy
   1. Personal information collected by ShopFully in relation to the Promotion Campaign will be dealt with in accordance with ShopFully’s privacy policy. You acknowledge you have read and understood ShopFully’s privacy policy (accessible here https://www.shopfully.com.au/privacy-policy) and consent to ShopFully’s information practices.
   2. Users consent to ShopFully using and disclosing the personal information provided in connection with the Promotion Campaign for the purposes of facilitating the conduct of the promotion and awarding any Rewards, including to third parties involved in the promotion and any relevant authorities. In addition to any use and/or disclosure that may be outlined in ShopFully’s privacy policy, ShopFully and relevant third parties may, for an indefinite period (unless otherwise advised), use the private information, for promotional, marketing, publicity, research and profiling purposes, including sending electronic messages to the user.
9. Governing Law

   This agreement is construed and governed by the laws of New South Wales, Australia, and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

10. Waivers
    1. Waiver of any right, power, authority, discretion or remedy arising on a breach of or default under these T&C’s must be in writing.
    2. A party is not entitled to rely on the conduct of another party or on a delay in the exercise or non-exercise of a right, power, authority, discretion or remedy arising from a breach of these T&C’s or default under these T&C’s as constituting a waiver of that right, power, authority, discretion or remedy.