Merchant Application. FAX BACK TO: TO: POST To: PO Box 1028, Collingwood, Vic 3066 THE AGREEMENT

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1 Merchant Application FAX BACK TO: TO: POST To: PO Box 1028, Collingwood, Vic 3066 THE AGREEMENT 1. The Applicant acknowledges and agrees that this United Card Merchant Application ( Merchant Application ) incorporates all of the warranties, terms and conditions contained herein (as varied from time to time) and includes, but is not limited to, the Warranties, Direct Debit Request, Interpretation, Direct Debit Service Terms and Conditions, the United Community Card Program Merchant Terms and Conditions and Other Matters. 2. By submitting the Merchant Application to United Card Services Pty Ltd (ABN ) ( United ), the Applicant is deemed to have carefully read and duly accepted the Merchant Application as a binding agreement (subject to United s approval of the Applicant as a Merchant) between the Applicant and United. 3. The Merchant Application should be read in conjunction with any existing written agreement between the Applicant and United. APPLICANT DETAILS Business Trading Name Type of Business: Company: Trust: Sole Trader: Registered company or business name (full): ABN: GST Registered: Place of registration or incorporation: YES: NO: Registered address of business/company: Postcode: Postal Address: Postcode: Telephone number: Fax number: ( ) ( ) Business Manager Name: Mobile number: address: Trustee (if applicable): NAME & ADDRESS OF DIRECTORS/PRINCIPAL OFFICERS 1. Name: Address: Postcode: Home telephone number: Fax number: ( ) ( ) Mobile number: address: 1

2 2. Name: Address: Postcode: Home telephone number: Fax number: ( ) ( ) Mobile number: address: SITE DETAILS Site Name: Address: Postcode: Site telephone number: Fax number: ( ) ( ) Mobile number: address: Products Available: (Tick appropriate boxes) ULP Plus ULP Pre 95 Pre 98 Pre 100 Boost 98 Diesel LPG Other: Site Facilities: (Tick appropriate boxes) Car Wash Convenience Store Truck Access Trailer Hire Hi Flow Diesel Other Facilities: Trading Hours: START DATE FOR UNITED DATE & TIME / / : am/pm PAYMENT DETAILS FOR MERCHANT REIMBURSEMENTS Financial Institution Name: Branch Name: Account Name: Account Number: BSB Number: 2

3 WARRANTIES 1. The signatory and the Applicant warrant that: 1.1. the signatory has authority to sign and submit the Merchant Application on behalf of the Applicant and to the best of the Applicant s and the signatory s knowledge the information provided herein is accurate and complete; 1.2. they have read and understood the Merchant Application (including all warranties, terms and conditions); and 1.3. if United approves the Applicant as a Merchant by signing and returning to the Applicant a copy of this document there will be a binding agreement between the Applicant as Merchant and United in accordance with this Merchant Application. 2. The signatory and the Applicant agree to be bound by this Merchant Application. Signed for and on behalf of the Applicant by: Signature: X Signed for and on behalf of United by: Signature: X / / Print Name: Print Position: Print Name: Print Position: Signature of Witness: Date: X / / DIRECT DEBIT REQUEST Where a payment is due from the Applicant (as an approved Merchant) to United (including a payment listed in the Payment Schedule of the Direct Debit Service Terms and Conditions), the payment must be made by direct debit. In order to authorise United to direct debit the Applicant s Account, this Direct Debit Request must be completed and submitted to United. The Direct Debit Request is governed by the Direct Debit Service Terms and Conditions. By completing and submitting this Direct Debit Request to United, the Applicant will be deemed to have agreed to be bound by the Merchant Application, including, but not limited to, the Direct Debit Service Terms and Conditions. Surname or Company: Given names or ABN/ARBN: Financial Institution Name: (where account held) Address: Post Code Account Name: BSB Number: Account Number: Signature: X Date: / / Full Name: Position: Nominated Address for communications to be sent: Post Code 3

4 INTERPRETATION In this Merchant Application: (d) (e) (f) (g) words importing the singular include the plural and vice versa; a reference to any Party or other person includes that person s successors and permitted assigns; a reference to a statute or other legislation includes any amendment, replacement or re-enactment for the time being in force and includes all regulations, by-laws and statutory instruments made thereunder; a reference to this or any other document includes a reference to that document as amended, supplemented, novated or replaced from time to time; a reference to a person includes a natural person, corporation, partnership, trust, estate, joint venture, sole partnership, government or governmental subdivision or agency, association, co-operative and any other legal or commercial entity or undertaking; the headings in this Merchant Application do not affect its interpretation; and a reference to $ is to Australian currency. DIRECT DEBIT SERVICE TERMS AND CONDITIONS 1. DEFINITIONS AND INTERPRETATIONS In these Direct Debit Terms and Conditions: 1.1. DEFINITIONS Account means the account held at the Applicant s Financial Institution from which United is authorised by the Direct Debit Request to arrange for funds to be debited. Applicant means the entity detailed in this Merchant Application under the heading Applicant Details. This Merchant Application is submitted to United in order for the Applicant to be approved as a Merchant. Billing Advice means the advice sent by United to the Applicant at the Applicant s Nominated Address specifying the payments due from the Applicant to United and the Debit Day. Business Day means a day other than a Saturday or a Sunday or a public holiday listed throughout Australia. Commission means the commission calculated with the commission rate as determined by United from time to time Contract Pricing means a contracted daily price as determined by United. Daily Buy Price means the freight inclusive price to the Merchant plus GST on the day of the transaction. Debit Day means the day that payment by the Applicant to United is due. Debit Payment means a particular transaction where a debit is made. Direct Debit Request means the Direct Debit Request contained in this Merchant Application and submitted on behalf of the Applicant to United which authorises United to withdraw Debit Payments from the Applicant s Account. Direct Debit Terms and Conditions means these Direct Debit Service Terms and Conditions as varied from time to time. Financial Institution means the financial institution where the Applicant holds the Account which the Applicant has authorised United to arrange to debit (as varied from time to time). GST has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth) or any amending legislation. Merchant means an Applicant who has been approved by United for the time being to offer and/or supply United products or services from the Merchant s site as set out under the heading Site Details and/or such other sites as United approves in writing. Month means or refers to a calendar month. Nominated Address means the address nominated in the Direct Debit Request as the place to which communications are to be sent. Party means a party to these Direct Debit Terms and Conditions being United and the Applicant. Payment Schedule means the Payment Schedule contained in clause 4 of these Direct Debit Terms and Conditions and as varied from time to time in accordance with these Direct Debit Terms and Conditions. Pump Price is the price displayed for petroleum products at the pump at the time of sale. Related Bodies Corporate has the meaning ascribed to it in the Corporations Act 2001 (Cth). Site means the site set out in the site details in this Merchant Application. United means United Card Services Pty Ltd (ABN ), trading as United and, where the context admits, its Related Bodies Corporate, successors and assigns. Written Notice means any form of written notice including, but not limited to, notice sent via INTERPRETATION In these Direct Debit Terms and Conditions, a reference to a clause is a reference to a clause of these Direct Debit Terms and Conditions. 2. ACKNOWLEDGEMENT 2.1. The Applicant acknowledges and accepts that: these Direct Debit Terms and Conditions form part of the Merchant Application. The Merchant Application is a binding agreement between the Parties; and the Applicant will be deemed to have duly accepted these Direct Debit Terms and Conditions, as varied by United from time to time in accordance with these Direct Debit Terms and Conditions, upon the date of receipt by United of this Merchant Application. 3. DEBITING THE APPLICANT S ACCOUNT 3.1. The Applicant acknowledges and agrees that United may, in its absolute discretion, and without liability to the Applicant, refuse to approve the Applicant as a Merchant by giving the Applicant Written Notice United will only arrange for funds to be debited from the Applicant s Account if United has approved the Applicant as a Merchant By completing and submitting a Direct Debit Request to United, the Applicant: agrees to be bound by the Merchant Application as varied from time to time (including, but not limited to, these Direct Debit Terms and Conditions); and 4

5 3. DEBITING THE APPLICANT S ACCOUNT Continued without limiting sub-clause 3.3 above: (i) agrees to be bound by the Payment Schedule as varied from time to time; and authorises United to arrange for funds to be debited from the Applicant s Account in accordance with the Direct Debit Request and these Direct Debit Terms and Conditions If the Debit Day falls on a day that is not a Business Day, United may direct the Financial Institution to debit the Applicant s Account on the following Business Day A Billing Advice will be sent to the Applicant once a Month. 4. PAYMENT SCHEDULE 4.1. United will credit the Merchant s nominated bank account with the value of : The approved Pump Price transactions on the following Business Day less the MERCHANT SERVICE FEE 1.95% of each transaction (inclusive of GST) for all United Card transactions at Pump Price; and The approved Contract Price transactions on the following Business Day at the Daily Buy Price plus Commission; less Any money owing by the Applicant to United for GIFT CARDS OR PREPAID CARDS Subject to sub-clause 4.3 to 4.4 below, and without limiting United s right to direct debit, United will direct debit the following payments due from the Merchant to United (as varied from time to time) in accordance with the Direct Debit Request and these Direct Debit Terms and Conditions: ELECTRONIC TERMINAL ACCESS FEE - $50.00 per Month for each United Card Terminal (exclusive of GST); or PHONE IVR or MANUAL MERCHANT ACCESS FEE transactions per month 0 10 $0.00, $10.00, $15.00, $20.00, $25, 50+ $30 (exclusive of GST) per Month for each Site. When the number of transactions exceed 50 transactions per Month per Site, the additional transactions will each incur a $0.30 fee (exclusive of GST); and GIFT CARD OR PREPAID CARDS United will offset money against sales transactions or direct debit the Applicant s account the next Business Day if sales money is insufficient; and (d) UNITED COMMUNITY CARD FUEL DONATION $0.01 (exclusive of GST) per whole litre of fuel purchased by a cardholder in accordance with the United Community Card Program Merchant Terms and Conditions (incorporated in this Merchant Application) The payments in sub-clause 4.2 to (d) are applicable from the date of receipt by United of the Applicant s Merchant Application Either the Access Fee in sub-clause 4.2 or the Access Fee in sub-clause 4.2 is applicable. The Access Fees in sub-clauses 4.2 and 4.2 above (whichever is applicable) are charged on the first Business Day of each Month in respect of the previous Month. United Card Terminals installed after the 15th of the Month will be charged the Phone IVR/Manual Merchant Access Fee for the installation Month with the Electronic Terminal Access Fee chargeable thereafter The Applicant agrees that no price capping and no nominated margins apply. 5. CHANGES BY UNITED 5.1. United may vary, suspend or terminate these Direct Debit Terms and Conditions or the Direct Debit Request at any time by giving the Applicant seven days Written Notice. 6. CHANGES BY THE APPLICANT 6.1. Subject to sub-clause 6.2 and 6.3, the Applicant may change the arrangements under a Direct Debit Request by giving United at least one Business Day s Written Notice If the Applicant wants to alter, defer or stop a Debit Payment, the Applicant must give Written Notice to United at least 5 Business Days before the next Debit Day Subject to first making alternative arrangements satisfactory to United, the Merchant may suspend or cancel the Applicant s authority to United to debit the Applicant s Account at any time by giving Written Notice to United at least five business days before the next Debit Day. 7. THE APPLICANT S OBLIGATIONS 7.1. The Applicant must ensure that the signatory on the Direct Debit Request is a signatory to the nominated Account The Applicant must duly sign any authorisations required by the Financial Institution to enable United to act on the Direct Debit Request It is the sole responsibility of the Applicant to contact the Applicant s Financial Institution, prior to submitting the Direct Debit Request: if the Applicant has any queries about how to complete the Direct Debit Request; to check whether direct debiting is available from the Applicant s Account as direct debiting is not available on all accounts provided by financial institutions; and to check whether the Applicant s Account details are correct The Applicant must ensure that there are sufficient clear funds available in the Applicant s Account to allow a Debit Payment to be made in accordance with the Direct Debit Request and these Direct Debit Terms and Conditions If there are insufficient clear funds in the Applicant s Account to meet a Debit Payment the Applicant: may be charged a fee and/or interest by the Applicant s Financial Institution; may incur additional fees or charges imposed or incurred by United; and must arrange for the Debit Payment to be made by another method or arrange for sufficient clear funds to be in the Applicant s Account by an agreed time so that United can process the Debit Payment It is the sole responsibility of the Applicant to check the Applicant s Account statement to verify that the amounts debited from the Account are correct If United is liable to pay GST on a supply made in connection with these Direct Debit Terms and Conditions, then the Applicant agrees to pay United on demand an amount equal to the consideration payable for the supply multiplied by the prevailing GST rate The Applicant must notify United by Written Notice if the Applicant s details (including, but not limited to, the Applicant s Account details) change in any way and/or if the Account is transferred or closed. 5

6 8. DISPUTE 8.1. If the Applicant believes that there has been an error in debiting the Applicant s Account, the Applicant must notify United directly within 30 days of the Applicant receiving the relevant Billing Advice and confirm that notice in writing with United as soon as possible to enable United to resolve the Applicant s query If United concludes as a result of United s investigations that the Applicant s Account has been incorrectly debited, United will: arrange for the Financial Institution to adjust the Applicant s Account (including interest and charges) accordingly; and notify the Applicant in writing of the amount by which the Account has been adjusted If United concludes as a result of United s investigations that the Applicant s Account has not been incorrectly debited, United will respond to the Applicant s query by providing the Applicant with reasons and any relevant evidence for this finding Any queries the Applicant may have about an error made in debiting the Applicant s Account must be directed to United in the first instance so that United can attempt to resolve the matter between United and the Applicant. If United cannot resolve the matter, the Applicant can then refer it to the Financial Institution which will obtain details from the Applicant of the disputed transaction and may lodge a claim on the Applicant s behalf. 9. CONFIDENTIALITY 9.1. Subject to sub-clauses 9.2 and 9.3 below, United will keep all information in the Applicant s Direct Debit Request confidential United will make reasonable efforts to: keep any such information that United has about the Applicant secure and; ensure that any of United s employees, servants or agents with access to information about the Applicant do not make any unauthorised use, modification, copy or disclosure of that information United will only disclose information that United has about the Applicant: to the extent specifically required by law; if the Applicant consents to the disclosure; or for the purposes of these Direct Debit Terms and Conditions including (but not limited to): (i) providing the Applicant s Account details to United s financial institution to facilitate the making of Debit Payments; and 10. NOTICE disclosing information in connection with any query made by the Applicant Subject to sub-clause 10.4, if the Applicant wishes to notify United in writing about anything relating to these Direct Debit Terms and Conditions, the Applicant can Merch.Support@UnitedCard.com.au or can write to: United Card Services Pty Ltd PO Box 1028 Collingwood VIC 3066 or such other or postal address as notified by United by Written Notice United will notify the Applicant by or by sending a notice in the ordinary post to the Applicant s Nominated Address Any notice sent by ordinary post will be deemed to have been received by the Applicant on the third Business Day after its date Any Written Notice served by by the Applicant must be accompanied by a written confirmation letter to United at the address set out in sub-clause SURVIVAL The following clauses survive the termination or expiration of these Direct Debit Terms and Conditions: Clauses 2, 3, 4, 7, 8, 9, 10 of these Direct Debit Terms and Conditions; and All of the clauses under the heading Other Matters at the end of this Merchant Application. UNITED COMMUNITY CARD PROGRAM MERCHANT TERMS AND CONDITIONS 1. DEFINITIONS AND INTERPRETATIONS 1.1. DEFINITIONS In these Community Card Terms and Conditions: Account means the Applicant s bank account held at a financial institution from which United is authorised under the Direct Debit Arrangement to arrange for funds to be debited. Applicant means the entity detailed in this Merchant Application under the heading Applicant Details. This Merchant Application is submitted to United in order for the Applicant to be approved as a Merchant. Billing Advice means the advice sent by United to the Applicant at the Applicant s Nominated Address specifying (amongst other things) the amount of Fuel Donations payable and the date upon which the amount is due. The Billing Advice will be sent once a Month. Card means the United Community Card issued by United and distributed by an Organisation to the Cardholder. The Card enables the Organisation to receive Fuel Donations from United (following the direct debit by United of the Applicant s Account in accordance with this Merchant Application) when used by the Cardholder in accordance with the Program. Cardholder means the person to whom a Card has been issued and persons authorised by the first-mentioned person to use the Card. Community Card Terms and Conditions means these United Community Card Program Merchant Terms and Conditions as varied from time to time. Direct Debit Arrangement means together the Direct Debit Request and the Direct Debit Service Terms and Conditions contained in this Merchant Application as varied from time to time. Fuel means all fuels supplied from bowsers (as determined by United in its absolute discretion) at the Applicant s Site as varied from time to time. Fuel Donation means a credit to the Organisation of $0.01 per whole litre of Fuel purchased by the Cardholder in accordance with the Program and as varied from time to time. Merchant means the Applicant who has been approved by United under this Merchant Application for the time being to offer and/or supply United products or services from the Merchant s Site. Month means or refers to a calendar month. Nominated Address means the address nominated by the Applicant in the Direct Debit Arrangement as the place to which communications are to be sent. 6

7 Organisation means the organisations participating in the Program and to which the Fuel Donations are made in accordance with these Community Card Terms and Conditions (as varied from time to time). Party means a party to these Community Card Terms and Conditions being United and the Applicant. Program means the United Community Card Program as varied from time to time and to which these Community Card Terms and Conditions apply. The Program is a program whereby a Fuel Donation is made to an Organisation in accordance with the Program Rules. Program Rules means the rules that apply to the Program as varied from time to time and which at the date hereof are as set out in clause 8, and by which the Applicant agrees to be bound in accordance with these Community Card Terms and Conditions. Related Bodies Corporate has the meaning ascribed to it in the Corporations Act 2001 (Cth). Site means the premises detailed under the heading Site Details in this Merchant Application and/or such other premises as United approves in writing. Trade Mark means registered and unregistered trade marks as varied from time to time. United means United Card Services Pty Ltd (ABN ), trading as United and, where the context admits, its Related Bodies Corporate, successors and assigns. United Website means the website at Written Notice means any form of written notice including, but not limited to, notice sent via INTERPRETATION In these Community Card Terms and Conditions, a reference to a clause is a reference to a clause of these Community Card Terms and Conditions. 2. THE AGREEMENT 3. TERM 2.1. These Community Card Terms and Conditions form part of the Merchant Application. The Merchant Application is a binding agreement between the Parties The Applicant will be deemed to have duly accepted these Community Card Terms and Conditions, as varied by United from time to time in accordance with these Community Card Terms and Conditions, upon the date of receipt by United of this Merchant Application The Term of these Community Card Terms and Conditions is the entire period during which the Applicant is a Merchant as defined in sub-clause 1.1 ( Term ). 4. ACKNOWLEDGEMENT 4.1. The Applicant acknowledges and agrees that: 5. AMENDMENT it is a condition of being a Merchant that the Applicant participate in the Program for the duration of the Term unless the Program is terminated in accordance with these Community Card Terms and Conditions; United may operate and conduct the Program in such manner as it determines in its absolute discretion; and the entering into of this Merchant Application (including, but not limited to, these Community Card Terms and Conditions) in no way prevents United from entering into any other agreement with any other person in relation to the Program United may, in its absolute discretion, modify or amend the Program and/or these Community Card Terms and Conditions upon 30 days Written Notice. 6. SUSPENSION 6.1. United may, in its absolute discretion, suspend the Program and/or these Community Card Terms and Conditions upon 3 days Written Notice. 7. TERMINATION 7.1. United may, in its absolute discretion, terminate the Program and/or these Community Card Terms and Conditions without liability or cause by giving 90 days Written Notice to the Applicant. Without limiting this sub-clause 7.1, the termination of the Program may occur at any time that United proposes to cease conducting the Program Without prejudice to any other rights it may have, either Party may terminate these Community Card Terms and Conditions upon serving Written Notice by and by confirmation by fax or post on the other Party ( Defaulting Party ) if: the Defaulting Party ceases to carry on all or a substantial part of its business; (d) the Defaulting Party fails to comply with its obligations under these Community Card Terms and Conditions and such failure is not remedied within 21 days of the other Party s Written Notice requiring the failure to be remedied within that period; the Defaulting Party takes any corporate action, or any steps are taken or legal proceedings are started for: (i) its winding up, dissolution, liquidation or re-organisation, other than to reconstruct, merge or amalgamate while solvent; or the appointment of a controller, receiver, administrator, official manager or other similar officer, of it or of any of its revenues or assets; or the Defaulting Party seeks or is granted protection from its creditors, under any applicable legislation The following clauses survive the termination or expiration of these Community Card Terms and Conditions: 8. THE PROGRAM RULES Clauses 12, 13 and 14 of these Community Card Terms and Conditions; and All of the clauses under the heading Other Matters at the end of this Merchant Application. The Applicant agrees to the Program Rules in sub-clauses 8.1 to 8.10 below (as varied from time to time in accordance with these Community Card Terms and Conditions) The Fuel Donation is only available with the purchase of Fuel and is not available with the purchase of any other products or services. United is not a party to the purchase of Fuel or any other products or services by the Organisation or Cardholders The Fuel Donation is subject to the availability of Fuel and United does not guarantee its availability The Fuel Donation is only available where the full retail price is paid for the Fuel and is not available when used in conjunction with any other discount offers (including, but not limited to, discount fuel dockets), whether provided by United or otherwise. 7

8 8. THE PROGRAM RULES CONTINUED 8.4. The Card is not valid for use at any unmanned sites or outdoor card readers At the time of purchase of the Fuel, the Cardholder must present the Card and the Applicant must swipe the Card to register the amount of litres purchased by the Cardholder. If the Card is unable to be swiped at the time of purchase due to technical fault, the Applicant will manually record the transaction and forward the information to United for manual processing within 7 days after the end of the Month Subject to sub-clause 8.7, payment by United to the Organisation (following payment by the Applicant to United) of the Fuel Donations will only occur when the Fuel Donations accumulate to an amount exceeding $ Except in the case of manually recorded transactions, payment to the Organisation will occur within 14 days after the end of the Month Where an Organisation s participation is terminated for any reason, all outstanding Fuel Donations, whether exceeding $ or not, will be paid by United to that Organisation (following payment by the Applicant to United) within 14 days of the termination United may, without liability, credit to the Organisation Fuel Donations not credited for any reason and cancel or deduct Fuel Donations issued in error. United s decision in relation to the Fuel Donation will be final Where an Organisation is dissolved, wound up, liquidated or placed into receivership or administration, United has the right to pay (following payment by the Applicant to United) the accumulated Fuel Donations to a similar cause as nominated by United United has the right, in its absolute discretion, to amend, suspend or terminate the Program. 9. THE CARDHOLDERS 9.1. No Cardholder is a party to these Community Card Terms and Conditions and nothing in these Community Card Terms and Conditions and/or the Program shall be construed as creating any legal rights or remedies enforceable by Cardholders against United in respect of the Program The Applicant has no authority, express or implied, to bind United or to make any representations, warranties or statements on its behalf to Cardholders or other persons in relation to the Program. 10. THE ORGANISATIONS No Organisation is a party to these Community Card Terms and Conditions and nothing in these Community Card Terms and Conditions shall be construed as creating any legal rights or remedies enforceable by any Organisation against United in respect of the Program The Applicant has no authority, express or implied, to bind United or to make any representations, warranties or statements on its behalf to any Organisation or other persons in relation to the Program. 11. WHAT THE APPLICANT MUST DO The Applicant agrees to participate in the Program The Applicant agrees that it is solely responsible for the collection of all Fuel Donations and for payment to United by direct debit for donation to the Organisations in accordance with these Community Card Terms and Conditions The Applicant agrees that where the Cardholder presents the Card with the purchase of Fuel, the Applicant will record (whether by swiping the Card or manually recording the transaction) the amount of litres purchased by the Cardholder for the purpose of a Fuel Donation Subject to sub-clauses 11.5 and 11.6 below, the Fuel Donations will be directly debited by United from the Applicant s Account in accordance with the Direct Debit Arrangement. The Fuel Donations will be directly debited from the Applicant s Account once a Billing Advice has been sent to the Applicant s Nominated Address. Following the direct debit of the Applicant s Account, United will pay the Fuel Donations to the Organisation or Organisations (as the case may be) Where an Organisation s participation in the Program is terminated for any reason, all outstanding Fuel Donations owed to the Organisation will be directly debited by United from the Applicant s Account at any time thereafter and otherwise in accordance with the Direct Debit Arrangement and these Community Card Terms and Conditions Where the Program is terminated, all outstanding Fuel Donations will be directly debited by United from the Applicant s Account at any time thereafter and otherwise in accordance with the Direct Debit Arrangement and these Community Card Terms and Conditions Subject to and of this sub-clause 11.7, United may, without liability, credit to an Organisation, Fuel Donations not credited by the Applicant for any reason and cancel or deduct Fuel Donations issued by the Applicant in error. United s decision in relation to the Fuel Donation will be final; and United will directly debit the Applicant s Account or refund payments made by the Applicant to United in error (as the case may be) in accordance with the Direct Debit Arrangement and these Community Card Terms and Conditions The Applicant will, at its own cost and expense: actively promote the Program; have on display in a prominent position at point of sale Program advertisements provided or approved by United prior to such display; ensure all point of sale employees, servants, agents and/or contractors understand the Program and ask each and every customer if they are a Cardholder; and (d) act at all times to protect United s goodwill and reputation including, but not limited to, United s goodwill and reputation in respect of the Program. 12. TRADE MARKS The Applicant agrees that it will not use the Trade Marks of United or any Organisation in respect of the Program or these Community Card Terms and Conditions without the prior written approval of United Without limiting sub-clause 12.1 above, the Applicant agrees that in using an Organisation s Trade Marks it will: use the Trade Marks strictly and solely for the purpose of the Program, such use being limited to: (i) displaying the Trade Marks in conjunction with the Program; and using the Trade Marks in relation to the marketing and promotion of the Program; and 8

9 12.2 CONTINUED immediately cease to use the Organisation s Trade Marks upon a Written Notice (not inconsistent with the Program) and/or upon the termination of either: (i) these Community Card Terms and Conditions or the Term; (iii) the Organisation s participation in the Program; or the Program Subject to any other agreement between United and the Applicant and without limiting sub-clause 12.1 above, the Applicant agrees that in using United s Trade Marks it will: use the Trade Marks strictly and solely for the purposes of the Program and/or these Community Card Terms and Conditions; and immediately cease to use United s Trade Marks in conjunction with the Program upon the termination of the Program or upon an earlier Written Notice by United, not inconsistent with these Community Card Terms and Conditions; or immediately cease to use United s Trade Marks upon the termination of these Community Card Terms and Conditions or upon an earlier Written Notice by United, not inconsistent with these Community Card Terms and Conditions Without limiting sub-clause 12.1 above, the Applicant agrees that in using the Trade Marks of any Organisation and/or United, it will: act at all times to protect the value in the Trade Marks and ensure that the rights and reputation in the Trade Marks are not damaged or infringed in any way by the Applicant s use; and comply with the directions of United and/or the Organisation in relation to the form and manner of use of their respective Trade Marks. 13. WHAT HAPPENS AT THE TERMINATION OF AN ORGANISATION S PARTICIPATION United will give Written Notice to the Applicant of the termination (for any reason) of any Organisation s participation in the Program Upon termination of an Organisation s participation in the Program, the Applicant will: (d) remove all advertising and promotional material referring to the Organisation s participation in the Program; ensure that all employees, servants, agents and/or contractors are informed of the termination and no longer accept the Cards of the Organisation s Cardholders; cease to claim any present or future association with the Organisation (or any Related Body Corporate of the Organisation) in respect of the Program; and cease to use the Organisation s Trade Marks. 14. WHAT HAPPENS AT THE TERMINATION OF THE PROGRAM AND/OR THESE COMMUNITY CARD TERMS AND CONDITIONS Upon termination of the Program (for any reason) the Applicant will: remove all advertising and promotional material relating to the Program; ensure that all employees, servants, agents and/or contractors are informed of the termination and no longer accept the Cards; and cease to claim any present or future association with any Organisation (or any Related Body Corporate of any Organisation) and cease to use any Organisation s Trade Marks Subject to any other agreement between the Parties, upon the termination of these Community Card Terms and Conditions, the Applicant will: cease to claim any present or future association with United (or any Related Body Corporate of United) in respect of the Program; and cease to use United s Trade Marks in respect of the Program. OTHER MATTERS In this Merchant Application (including in respect of both the Direct Debit Service Terms and Conditions and the United Community Card Program Merchant Terms and Conditions): 1. IMPLIED TERMS 1.1. Subject to sub-clause 1.2 below, any condition or warranty which would otherwise be implied in this Merchant Application is hereby excluded Where legislation implies in this Merchant Application any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in this Merchant Application. However, the liability of United for any breach of such condition or warranty shall be limited, at the option of United, to one or more of the following: if the breach relates to goods supplied or offered by United: (i) (iii) (iv) the replacement of the goods or the supply of equivalent goods; the repair of such goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and if the breach relates to services supplied or offered by United: (i) the supplying of the services again; or the payment of the cost of having the services supplied again This clause 1 survives the termination or expiration of this Merchant Application. 9

10 2. LIMITATION OF LIABILITY 2.1. Subject to sub-clause 1.2 of these Other Matters, the Applicant agrees that United, its employees, servants or agents, will be under no liability to the Applicant in respect of any loss or damage (including, without limitation, consequential loss or damage) which may be suffered or incurred or which may arise, directly or indirectly, in respect of: (d) (e) the Applicant s participation as a Merchant under this Merchant Application; the suspension or termination of this Merchant Application; the supply of goods or services by United pursuant to this Merchant Application; any failure or omission on United s part to comply with United s obligations under this Merchant Application; or any negligent act, failure or omission by United, its employees, servants or agents This clause 2 survives the termination or expiration of this Merchant Application. 3. INDEMNITIES 3.1. The Applicant releases and indemnifies United and its Related Bodies Corporate and United s and each of such Related Bodies Corporate s directors, officers, employees, agents and contractors against all actions, claims, demands and proceedings which may be instituted against either Party and/or against all liability, losses, damages, costs, expenses (including consequential and special loss or damage) which may be suffered or incurred or which may arise in any manner, directly or indirectly, whether during the term of the Merchant Application or after its termination, from or in connection with: the supply of goods or services by or on behalf of the Applicant in respect of this Merchant Application (including, but not limited to, the supply of goods or services with respect to the United Community Card Program); the promotion of any matter in respect of this Merchant Application (including, but not limited to, the promotion of the United Community Card Program) by or on behalf of the Applicant; any changes in the Applicant s participation as a Merchant or in the United Community Card Program; (d) (e) any failure of performance or wrongful performance by the Applicant of any of its obligations under this Merchant Application; and/or any negligence or wilful misconduct of the Applicant in connection with this Merchant Application This clause 3 survives the termination or expiration of this Merchant Application. 4. ASSIGNMENT 4.1. The rights and obligations of the Applicant under this Merchant Application are personal and cannot be sold, transferred, assigned or otherwise dealt with except with the prior written consent of United United may assign the Merchant Application (including the United Community Card Program) to a Related Body Corporate by Written Notice to the Applicant. 5. STATUS OF THE PARTIES 5.1. Nothing in this Merchant Application is to be construed as creating a partnership or joint venture or relationship of agency or employment between the Parties. 6. WAIVER 6.1. No waiver by any Party of any default in the strict and literal performance of or compliance with any provision, condition or requirement of this Merchant Application is to be deemed to be a waiver of strict and literal performance of and compliance with any other provision, condition or requirement in this Merchant Application nor to be a waiver of or in any manner release any Party from strict and literal performance of and compliance with any provision, condition or requirement in the future nor will any delay or omission of a Party to exercise any right in any manner impair the exercise of any such right accruing to such Party thereafter. 7. SEVERABILITY 7.1. If any provision of this Merchant Application is invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not be affected and such invalid, illegal or unenforceable provision is to be severed from this Merchant Application. 8. ENTIRE AGREEMENT 8.1. Any representations or warranties made by United which are not set out in this Merchant Application or in writing in any other agreement between the Applicant and United shall be of no effect or force in respect of, and are hereby excluded from, this Merchant Application. 9. GOVERNING LAW 9.1. This Merchant Application is governed by and construed according to the laws in force in the State of Victoria, Australia. The Applicant irrevocably submits to the exclusive jurisdiction of the Courts of or in Victoria, Australia This Merchant Application is deemed to have been made in Victoria, Australia This clause 9 survives the termination or expiration of this Merchant Application. 10. PRIVACY The terms of United s official Privacy Policy can be viewed on the United Website and the Applicant agrees to comply with such Privacy Policy and any laws relating to privacy. 10