These Terms and Conditions (“Agreement”) govern participation in the Roger Rewards Partner Program (“Program”) operated by Roger Rewards Pty Ltd ABN 86 651 550 382 (“Roger”, “we”, “us”, “our”).

By submitting an application, signing a Direct Debit Request, accepting an invoice, or otherwise participating in the Program, you (“Supplier”, “you”) agree to be bound by this Agreement.

1. Eligibility & Onboarding

1.1 Eligibility Criteria

To be eligible for the Program, you must:

(a) be a business entity incorporated or registered in Australia with a valid ABN/ACN;

(b) be legally entitled to supply goods or services to hospitality venues in Australia;

(c) provide accurate information as part of the onboarding process, including ownership, directors, registered business address, product/service categories, and banking details; and

(d) warrant that all information provided remains complete and up-to-date.

1.2 Authority

You warrant that the person entering into this Agreement has the authority to bind the Supplier.

1.3 Acceptance

Roger may accept or reject any Supplier application at its absolute discretion. Acceptance is confirmed by written notice, by activation on the Program platform, or by commencement of supply to Introduced Customers.

2. Supplier Obligations

2.1 General Obligations

You agree to:

(a) supply goods and services to venues introduced by Roger (“Introduced Customers”) on fair, reasonable, and competitive terms;

(b) ensure product and service quality is consistent with industry standards and fit for purpose;

(c) comply with all laws, including the Competition and Consumer Act 2010 (Cth), Food Standards Australia New Zealand Code, and the Privacy Act 1988 (Cth);

(d) promptly respond to customer complaints and Roger’s enquiries;

(e) not engage in misleading, deceptive, or unconscionable conduct; and

(f) act in good faith in all dealings with Roger and Introduced Customers.

2.2 Reporting

Suppliers must provide Roger with accurate monthly sales reports detailing the value of all goods/services supplied to Introduced Customers.

2.3 Audit Rights

Roger may audit your sales records, invoices, and accounts relating to Introduced Customers upon 7 days’ notice. You must provide all reasonable assistance, and any refusal constitutes a material breach.

3. Fees & Payment

3.1 Service Fee

You agree to pay Roger a commission equal to 3% of the invoiced value (exclusive of GST) of all goods and services supplied to Introduced Customers (“Service Fee”).

3.2 GST

All Service Fees are exclusive of GST. If GST is payable, you must pay it in addition, upon receipt of a valid tax invoice.

3.3 Payment Methods

Service Fees may be collected at Roger’s discretion via:

(a) direct debit (under a signed Direct Debit Request);

(b) credit card or other electronic payment gateway; or

(c) invoicing, payable within 14 days of issue.

3.4 Late Payment

If payment is not received when due:

(a) Roger may charge interest at 2% per month on overdue amounts;

(b) Roger may suspend your participation in the Program; and

(c) you must reimburse Roger for any legal or debt recovery costs.

3.5 Audit Adjustment

If an audit reveals underpayment of Service Fees, you must pay the shortfall plus interest within 7 days.

4. Minimum Term

4.1 You commit to a minimum six (6) month term of participation (“Minimum Term”).

4.2 You may not withdraw from the Program during the Minimum Term without Roger’s written consent.

4.3 After the Minimum Term, you may terminate on 30 days’ written notice (see clause 11).

5. Non-Circumvention & Disintermediation

5.1 To protect Roger’s investment, you agree that during the Minimum Term and for six (6) months following termination (“Restricted Period”):

(a) you must not solicit, approach, or accept business directly from any Introduced Customer, except through the Program;

(b) you must not offer discounts, incentives, or arrangements intended to bypass Roger; and

(c) if an Introduced Customer continues purchasing from you, Service Fees remain payable as if the sales occurred via the Program.

5.2 Liquidated Damages

If you breach this clause, Roger may recover:

(a) Service Fees for the Restricted Period, calculated on the average monthly sales to Introduced Customers in the 3 months prior to termination; and

(b) liquidated damages equal to 12 months of Service Fees.

5.3 You acknowledge this clause is reasonable to protect Roger’s commercial interests.

6. Pricing & Competitiveness

6.1 You must provide pricing that is reasonably competitive compared with comparable market suppliers in your category.

6.2 If Roger determines (acting reasonably and in good faith) that your pricing is uncompetitive, Roger may issue a written notice requiring you to improve pricing within 30 days (“Cure Period”).

6.3 If pricing is not improved within the Cure Period, Roger may suspend or terminate your participation.

7. Service Standards

7.1 You must:

(a) deliver goods in a timely manner;

(b) ensure goods are of acceptable quality, safe, and compliant with law;

(c) provide accurate invoices and documentation; and

(d) maintain adequate insurance for public liability and product liability.

7.2 Roger may terminate your participation if:

(a) you receive repeated or serious complaints from Introduced Customers;

(b) you fail to respond to complaints within a reasonable timeframe; or

(c) your service quality consistently falls below industry standards.

8. Termination

8.1 By Roger

Roger may terminate immediately if you:

(a) fail to pay Service Fees;

(b) breach clause 5 (Non-Circumvention);

(c) fail to cure uncompetitive pricing or service breaches (clause 6–7);

(d) become insolvent; or

(e) engage in conduct that damages Roger’s reputation.

8.2 By Supplier

You may terminate after the Minimum Term by providing 30 days’ written notice.

8.3 Effect of Termination

Termination does not affect:

(a) Roger’s right to unpaid Service Fees;

(b) ongoing obligations under clause 5; or

(c) confidentiality and indemnity provisions.

9. Confidentiality & Privacy

9.1 You must keep confidential all non-public information provided by Roger, including customer lists, pricing models, marketing strategies, and trade secrets.

9.2 You must not disclose Introduced Customer details except as necessary to fulfil orders.

9.3 You must comply with the Privacy Act 1988 (Cth) and all data protection laws when handling personal information.

10. Intellectual Property & Marketing

10.1 You grant Roger a non-exclusive, royalty-free licence to use your trade names, logos, and branding for marketing the Program.

10.2 You must not use Roger’s name, trademarks, or branding without prior written approval.

10.3 Any intellectual property created by Roger in connection with the Program remains Roger’s property.

11. Liability & Indemnity

11.1 To the maximum extent permitted by law, Roger disclaims liability for any loss or damage suffered by Introduced Customers as a result of your goods or services.

11.2 You indemnify Roger against all claims, costs, damages, and expenses arising from:

(a) your breach of this Agreement;

(b) defective or non-compliant goods/services;

(c) negligence or wilful misconduct; or

(d) legal or regulatory action relating to your supply.

11.3 Nothing in this Agreement limits your obligations under the Australian Consumer Law, including guarantees that goods/services are of acceptable quality and fit for purpose.

12. Dispute Resolution

12.1 If a dispute arises, the parties must first negotiate in good faith for at least 30 days.

12.2 If unresolved, the dispute must be referred to mediation in Sydney, NSW, administered by the Resolution Institute.

12.3 If mediation fails, either party may commence court proceedings.

13. General

13.1 Governing Law – This Agreement is governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of its courts.

13.2 Notices – Notices must be in writing and delivered by email to the addresses most recently notified. A notice is deemed received 24 hours after sending unless the sender knows it was not delivered.

13.3 Force Majeure – Neither party is liable for failure to perform due to events beyond reasonable control (e.g. natural disaster, industrial action, pandemic).

13.4 Assignment – You may not assign this Agreement without Roger’s written consent. Roger may assign to an affiliate or successor without consent.

13.5 Severability – If any provision is invalid, the remaining provisions continue in full force.

13.6 Entire Agreement – This Agreement constitutes the entire agreement and supersedes all prior discussions.

13.7 Amendments – Roger may amend these Terms by providing 14 days’ written notice. Continued participation constitutes acceptance.

13.8 Waiver – A failure to enforce any provision is not a waiver of rights.

13.9 Interpretation – Headings are for convenience only. “Including” means “including, without limitation.” Singular includes plural and vice versa.

14. Acceptance

By applying to the Program, signing a Direct Debit Request, accepting an invoice, or supplying goods/services to Introduced Customers, you acknowledge and agree to these Terms and Conditions.