1 Acceptance of Ts and Cs

1.1 The Chadstone digital gift card (the ‘Digital Gift Card’) is a prepaid digital stored value gift card which You can purchase or receive from the Chadstone App (the ‘App’). The Digital Gift Card must be activated in your App and added to your Apple Pay or Google Pay™ digital wallet on your mobile phone. It can then be used for making contactless payments at participating retailers that accept the Digital Gift Card.

1.2 Waivpay Ltd ACN 630 927 105 (‘Waivpay’) distributes and operates the Digital Gift Card which is issued by 545490 Pty Ltd trading as Karta Co ABN 83 648 605 225 (‘Karta’). The Digital Gift Card is made available via the App for Chadstone Shopping Centre (the ‘Centre’). The Centre and the App are operated by Vicinity Centres PM Pty Ltd ABN 96 101 504 045 (‘Vicinity’) for and on behalf of the Centre Owners specified in clause 15.1.1.

1.3 These terms and conditions (‘Ts and Cs’) are entered into as an agreement between:

1.3.1 the purchaser, recipient or user of the Digital Gift Card (‘You’ or ‘Your’); and

1.3.2 Waivpay, Karta and Vicinity (‘We’, ‘Us’ or ‘Our’), in relation to each Digital Gift Card which You order, hold or receive via the App.

1.4 By ordering or receiving the Digital Gift Card via the App, You agree to these Ts and Cs which govern your purchase and use of the Digital Gift Card and the App Ts and Cs available here which You enter into with Vicinity. You must familiarise yourself with these Ts and Cs which can be found at https://www.chadstone.com.au/app/digital-gift-card-terms-conditions and, if You send the Digital Gift Card to another person, You must inform them that their use of the Digital Gift Card is subject to these Ts and Cs.

1.5 We reserve the right to update these Ts and Cs at any time and any changes can be viewed at the website link above. You should check the above webpage each time You order or use a Digital Gift Card to make sure that You are aware of any updates to these Ts and Cs. If We update these Ts and Cs in a way that would be likely to cause material detriment to You in relation to an already issued Digital Gift Card, the update will not apply to that Digital Gift Card. Otherwise, by continuing to order or use a Digital Gift Card after these Ts and Cs have been updated, You agree to these Ts and Cs as updated from time to time.

1.6 For help with any Digital Gift Card issues or queries (including stored balance, expiry date or transaction history inquiries):

1.6.1 please contact Waivpay via (i) email: [email protected]; or (ii) phone: 1300 764 721; or

1.6.2 You can also visit www.waivpay.com/balance-check to check the stored balance and expiry date of your Digital Gift Card; and

1.6.3 You should also immediately contact Waivpay to notify them if: (i) You have a problem with a purchase made with the Digital Gift Card; or (ii) You notice any transaction error relating to the Digital Gift Card; or (iii) if You cannot resolve a dispute raised directly with a merchant regarding a Digital Gift Card transaction.

1.7 If You wish to make a general complaint about the Digital Gift Card services, You can also email Waivpay using the above Waivpay email address and address your complaint to the Complaints Officer.

1.8 If You need help or are experiencing issues with using the App, please contact the Chadstone Guest Experience Team by emailing: [email protected] or by calling 03 9563 3355 (during Centre opening hours).

2 Instructions

2.1 The Digital Gift Card can be used for purchasing goods and services at participating retailers in the Centre which have contactless payment facilities and accept the Digital Gift Card for electronic transactions (excluding transactions at ATMs or over the counter at financial institutions).

2.2 In order to purchase, receive or use the Digital Gift Card, You will need to check and ensure that:

2.2.1 your mobile phone complies with the Mobile Device System Requirements set out in 3;

2.2.2 the Digital Gift Card purchaser can complete the Digital Gift Card Order Process in 4; and

2.2.3 the Digital Gift Card recipient can complete the Digital Gift Card Download and Use Process set out in 5.

3 Mobile Device System Requirements

It is your responsibility to ensure that the mobile device which You use to purchase or receive the Digital Gift Card via the App complies with the following system requirements as updated from time to time. To order or make use of the Digital Gift Card via the App requires:

3.1 an Apple mobile phone device operating on iOS 14, 15 or 16 which supports Apple Wallet functionality and has contactless payments enabled; or

3.2 an Android phone device operating on Android 11 or 12 which supports Google Wallet functionality and has contactless payments enabled,

and may require obtaining updates or upgrades for Your device, its operating system and the App from time to time.

4 Digital Gift Card Order Process

To order a Digital Gift Card, You will need to:

4.1 download the Chadstone App to your mobile phone and accept the Chadstone App Ts and Cs;

4.2 register for, or login to, your Chadstone Premium App user account;

4.3 make sure that You have the recipient’s consent for Us to contact them by SMS;

4.4 check that the recipient You are sending the Digital Gift Card to is able to meet the Mobile Device System Requirements in 3 and is able to follow the Digital Gift Card Download and Use Process in 5; and

4.5 order the Digital Gift Card via the App and accept these Digital Gift Card Ts and Cs.

5 Digital Gift Card Download and Use Process

If You are the recipient of a Digital Gift Card:

5.1 You will be sent an SMS to your mobile number notifying You that You have been sent a Chadstone Digital Gift Card. You should check with the named sender in the SMS to confirm the SMS link provided to You is legitimate if You were not notified by them prior to the SMS that You would be sent such a gift;

5.2 You will need to register for, or login to, your Chadstone Premium App user account on your mobile phone in order to access and activate the Digital Gift Card in the App;

5.3 You can then download the Digital Gift Card from the App to your mobile phone’s Apple Pay or Google Pay digital wallet and You may be required to agree to applicable Apple Pay, Google Pay terms and Digital Wallet Terms and Conditions; and

5.4 Once issued and activated within the App, a Digital Gift Card cannot be transferred or re-assigned to another Digital Gift Card recipient.

6 Your Obligations

6.1 Your access to, and use of, the Digital Gift Card and the App must comply with:

6.1.1 applicable laws, these Ts and Cs and any additional terms that may reasonably be notified to You through the App, the Digital Gift Card or otherwise from time to time;

6.1.2 Apple App Store Terms and Conditions provided at https://www.apple.com/legal/internet-services/itunes/au/terms.html (if You access or use the App on an Apple phone device) or Google Play Store Terms of Service provided at https://play.google.com/intl/en_au/about/play-terms/index.html (if You access or use the App on an Android phone device); and

6.1.3 the terms and conditions of Apple Pay provided at https://www.apple.com/au/legal/privacy/data/en/apple-pay/ or Google Pay provided at https://payments.google.com/payments/apis-secure/get_legal_document?ldo=0&ldt=googlepaytos&ldl=und (as applicable) which apply when using Apple Pay or Google Pay to store and make payments using the Digital Gift Card.

6.2 For the purposes of clause 6.1:

6.2.1 Apple Pay means the mobile payment and digital wallet service provided by Apple, Inc. which facilitates payments through an eligible Apple mobile phone device; and

6.2.2 Google Pay means the mobile payment and digital wallet service provided by Google LLC which facilitates payments through an eligible Android mobile phone device.

6.3 You acknowledge and agree that:

6.3.1 You are responsible for: (i) ensuring that You select the correct card prior to using your mobile phone for contactless payments; and (ii) all transactions on the Digital Gift Card, except where there has been fraud, misconduct or negligence by Our employees or agents;

6.3.2 an internet connection is required to access and use the App and Digital Gift Card;

6.3.3 the App and Digital Gift Card may become unavailable from time to time or be delayed in their delivery due to updates, maintenance or events beyond Our reasonable control like loss of internet connectivity;

6.3.4 App and Digital Gift Card payments may not be successfully processed at times or may not be accepted due to technical problems or reasons beyond Our reasonable control;

6.3.5 the Digital Gift Card cannot be used as a credit card, cannot be linked to any deposit account and that some retail merchants in the Centre may not accept the Digital Gift Card for making payments;

6.3.6 the Digital Gift Card cannot be used to make payments that exceed the Digital Gift Card’s available balance loaded on the card;

6.3.7 the Digital Gift Card is not a cash substitute and cannot be redeemed for cash or consolidated with the balances of other Digital Gift Cards onto a new Digital Gift Card;

6.3.8 the Digital Gift Card is not reloadable and is subject to the limit of the amount initially loaded onto the Digital Gift Card; and

6.3.9 the Digital Gift Card must not be used for cash equivalent transactions (such as for purchase of financial products, bill payments, gambling or foreign currency transactions).

6.4 You must not (nor permit any person to) use the Digital Gift Card or the App:

6.4.1 in an unlawful, fraudulent or inappropriate manner or for any purpose that would breach these Ts and Cs;

6.4.2 to infringe upon the privacy, safety or legal rights of third parties;

6.4.3 to cause reputational damage to Us, Our products, services, the Centre or the Centre Owners specified in clause 15.1.1;

6.4.4 to copy, adapt, reproduce, distribute, publish, broadcast or create derivative works from the Digital Gift Card or App; or

6.4.5 to alter, interfere with, reverse engineer, decompile or disassemble the Digital Gift Card or App.

6.5 Your use of Digital Gift Card services must not materially disadvantage other customers such that Vicinity cannot provide those customers with a reasonable level of service. We may suspend or refuse access to the Digital Gift Card services and Your Chadstone Premium user account where We reasonably consider Your usage to cause such material disadvantage to other customers. We will use commercially reasonable efforts to provide You with prior notice before We exercise our rights under this clause, or it that is not practical We will notify You as soon as practical after exercising those rights.

7 Purchases with the Digital Gift Card and Refunds on Digital Gift Card Transactions

7.1 You are responsible for contacting a merchant directly if You have a dispute with them regarding a purchase or merchant error in transactions on the Digital Gift Card. You acknowledge and agree that the Digital Gift Card can only be used subject to the retail merchants’ terms and conditions. Authorisations may be declined at some merchants (such as gambling merchants or merchants who choose not to accept the Digital Gift Card).

7.2 Any refunds on Digital Gift Card transactions are subject to the policy of the specific merchant. Funds cannot be returned to the card if a purchase needs to be returned or refunded. Every merchant will handle refunds as per their own policies. The merchant may, where permitted by law, issue a cash refund or store credit if in-store or process the refund to another card. We are not responsible for returns or credits of any purchases made with the Digital Gift Card.

8 Security

8.1 You should only access the App and Digital Gift Card from devices and systems which can be locked and secured at all times with the latest system updates and encryption technology recommended by your device and system providers. It is your responsibility to ensure that You have followed all security recommendations issued by your device and system providers when accessing the App and Digital Gift Cards.

8.2 We reserve the right to monitor and log your use of the Digital Gift Card for security, compliance and operational purposes as well as to access, monitor, audit, intercept and disclose details of your use of the Digital Gift Card for such purposes (to the extent permitted by law).

8.3 You acknowledge that You control what information You choose to share via the App and Digital Gift Card, including credit card details, and that while We take reasonable technical and organisational measures to safeguard information which You share via the App and Digital Gift Card, We do not warrant and cannot ensure the security of information transmitted via the App and Digital Gift Card via the internet to Us, Our third party providers or third party payment gateway providers.

9 Lost or Stolen Mobile Phones

9.1 If your mobile phone is lost or stolen and it holds a Digital Gift Card or if You suspect that an unauthorised transaction has been conducted on your Digital Gift Card, You must immediately report this loss, theft or unauthorised transaction to Waivpay by using the contact details for Waivpay in clause 1.6.

9.2 We may suspend or cancel your Digital Gift Card where We reasonably determine that it has been stolen or subject to an unauthorised transaction and, where We consider it appropriate, We may issue You with a replacement Digital Gift Card with the same unused value as the original Digital Gift Card (as at the time of replacement) and with a 3 year expiry date provided You can present Us with proof of purchase or proof of SMS receipt of the Digital Gift Card.

9.3 You accept that any delay or failure to report such loss, theft or unauthorised transactions may result in misuse of your Digital Gift Card.

10 Card Expiry

10.1 The Digital Gift Card is valid for three years from the date of purchase and is only valid and usable until the expiry date displayed when You enter the card number and perform a balance inquiry at www.waivpay.com/balance-check.

10.2 Upon expiry, the remaining available balance is forfeited and all transactions attempted after such expiry will be declined. You acknowledge and agree that:

10.2.1 We are not required to give You any notice before expiry happens;

10.2.2 You have no right to receive any unused value remaining on the Digital Gift Card after its expiry; and

10.2.3 remaining unused value will become Vicinity’s property immediately following the expiry date.

11 Digital Gift Card IP

11.1 Intellectual property in the Digital Gift Card and App is owned or licensed by Us, or otherwise used with the permission of the content owner. Your use of the Digital Gift Card and the App does not grant, or transfer any right, title or interest, to You in relation to the Digital Gift Card or the App. You must not remove any copyright or other notices from the Digital Gift Card or App.

11.2 All trade names, trade marks, service marks and other product and service names and logos (the ‘Marks’) displayed on the App and Digital Gift Card are proprietary to their respective owners and are protected by applicable trade mark and copyright laws. These Marks may be registered or unregistered marks of Waivpay, Vicinity or Karta. Apple and Apple Pay are trade marks of Apple Inc., registered in the U.S. and other countries and regions.

11.3 Subject to your compliance with these Ts and Cs, We grant You a limited, non-exclusive, non-transferable and revocable licence to access and use the Digital Gift Card solely for personal use in making contactless payments for purchases at participating retailers in the Centre.

13 Fees

13.1 Fees and charges apply to your order of a Digital Gift Card as displayed on the App. A processing fee applies to any Digital Gift Card order. Fees quoted are GST inclusive.

13.2 Payments must be made in full by credit card or Apple Pay at the time of making an order for a Digital Gift Card on the App and your order only takes effect when You receive email confirmation of your order. If You do not see such an email, please check your spam folder as You may have received it there.

13.3 Payment processing for Digital Gift Card orders is provided by a third-party payment gateway provider. By providing your credit card details, You warrant that You are an authorised signatory for the credit card specified for making payment and You authorise the third party payment gateway provider to charge fees and charges to that credit card in accordance with these Ts and Cs.

13.4 We may decline your payment at any time if We have reasonable grounds to suspect an unlawful, unauthorised or fraudulent transaction is taking place. We will not process your order if We decline to accept payment. We will also not process your Order if We have not received payment for your purchase of the Digital Gift Card.

13.5 If You believe there has been an error in charging your credit card You must contact Waivpay via the email address provided in clause 1.6 and provide a copy of your receipt or card statement showing the charge You wish to query. If there is a payment processing issue, Waivpay can contact the third party payment gateway provider and attempt to resolve the problem on your behalf. If Waivpay cannot resolve the problem, You can refer it to your financial institution.

13.6 If the third party payment gateway provider incorrectly credits or debits an amount to your credit card, You authorise them to make a further debit or credit to your card as an adjustment so that in total, You pay the correct amount as specified in the App from your credit card.

13.7 When using the Digital Gift Card for making purchases, some merchants may charge You a fee for using the Digital Gift Card and, where applicable, fees may be deducted from the balance of your Digital Gift Card at the time of the purchase transaction.

13.8 Please also refer to the applicable payment terms and applicable payment methods which apply for purchase of the Digital Gift Card within the App. All payments must be made in Australian dollars.

14 Digital Gift Card Cancellation and Blocked Transactions

You acknowledge and agree that:

14.1 We may cancel your Digital Gift Card or block one or more transactions on it (in addition to other available remedies available to Us) if You breach these Ts and Cs;

14.2 We may restrict, halt or stop the use of a Digital Gift Card if We have reasonable grounds to believe that the Digital Gift Card is being used for suspicious activities or illegal and/or fraudulent activities; and

14.3 We may cancel any Digital Gift Card, or the Digital Gift Card program if Vicinity reasonably believes there has been misuse, unlawful conduct or fraud in relation to the Digital Gift Card or the Digital Gift Card Program. If the Digital Gift Card program is cancelled, We will notify You of any such cancellation and either provide a refund or a replacement physical gift card of equivalent value or provide the unused value to You in another way (other than where a Digital Gift Card is cancelled due to misuse, unlawful conduct or fraud).

15 Liability

15.1 For the purposes of this clause 15:

15.1.1 Centre Owners means: (i) Perpetual Limited ACN 000 431 827 in its capacity as custodian, and Vicinity Funds RE Ltd ACN 084 098 180 in its capacity as trustee, of the Vicinity NVN Trust ABN 43 813 342 348; and (ii) Bridgehead Pty Ltd ACN 006 082 515;

15.1.2 Centre Parties means: (i) the Vicinity Centres Group made up of Vicinity Limited ABN 90 114 757 783, Vicinity Centres Trust ARSN 104 931 928 and their respective controlled entities; (ii) the Centre Owners specified above; and (iii) the directors, officers, employees and agents of the above entities; and

15.1.3 We, Our or Us means Karta, Waivpay, Vicinity and the Centre Parties.

15.2 The Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth) and other similar consumer protection laws and regulations may imply certain rights, consumer guarantees, warranties or remedies relating to the Digital Gift Card which cannot be excluded, restricted, qualified or modified by Us (Non-Excludable Rights). Nothing in these Ts and Cs excludes or attempts to exclude the User's Non-Excludable Rights as a consumer under the ACL. We otherwise exclude to the maximum extent permitted by law all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity under or in connection with the Digital Gift Card.

15.3 If a supply of the Digital Gift Card under these Ts and Cs is a supply of goods to a consumer within the meaning of the Australian Consumer Law (ACL), to the extent that the ACL permits Us to limit Our liability for a guarantee under the ACL, then Our liability is limited to the cost of replacing the Digital Gift Card or supplying a gift card of equivalent value.

15.4 To the maximum extent permitted by law:

15.4.1 Our aggregate and cumulative liability to You and your aggregate and cumulative liability to Us (whether under statute, in contract or in tort, including negligence, or otherwise) for any loss, liability or damages of any kind arising under or in connection with your purchase, download or use of the Digital Gift Card is limited to the value of the Digital Gift Card;

15.4.2 We will not be liable to You and You will not be liable to Us for any indirect, special or consequential loss incurred in connection with the Digital Gift Card or these Ts and Cs, including without limitation any liability for loss of income or revenue, loss or interruption of business, loss of profits or contracts, loss of anticipated savings, loss of data, loss of goodwill or wasted time, however arising and whether caused by tort (including negligence), breach of contract or otherwise;

15.4.3 You are solely responsible and liable for all Digital Gift Card use and activity, including payments, using a Digital Gift Card which You have received (except where such use or activity occurs due to Our negligence or Our breach of any law);

15.4.4 the Digital Gift Card is made available to You “as is” and We exclude all warranties, representations, implied terms and guarantees about the currency, accuracy, suitability, functionality, availability, security or reliability of the Digital Gift Card; and

15.4.5 We do not represent or warrant that your access to and use of the Digital Gift Card will be uninterrupted, error-free, accurate, reliable, complete, secure or free from defects.

15.5 To the maximum extent permitted by law, We are not liable in any way for the following (except to the extent that any of the following are caused by Our acts or omissions):

15.5.1 Your Use of the wrong card in your Apple Pay or Google Pay mobile wallet when using your mobile phone for contactless payment;

15.5.2 You proceeding with purchase of a Digital Gift Card in circumstances where the requirements in clause 2.2 are not met and the Digital Gift Card cannot be successfully purchased, used or downloaded;

15.5.3 the use, functionality or availability of the Apple Pay and Google Pay digital wallets, Apple or Android mobile devices or contactless payments terminals at retailers in the Centre;

15.5.4 any banking delays or misdirected payments in paying for your Digital Gift Card or misdirected Digital Gift Cards sent to the wrong SMS;

15.5.5 a reduced level of Digital Gift Card service availability caused by the failure of third-party communication and network providers;

15.5.6 temporary interruptions in service due to failure beyond the merchant's control including, but not limited to, the failure of interconnecting operating systems, computer viruses, forces of nature, labour disputes and armed conflicts;

15.5.7 unauthorised transactions on your Card occurring as a result of your mobile phone security measures being compromised, You allowing others access to, or the means to access, your mobile phone or any other circumstances in which You allow others to circumvent the security measures of your mobile phone;

15.5.8 when authorisation is declined for a particular transaction by a merchant; or

15.5.9 for the quality, fitness for purpose or availability of goods or services purchased with a Digital Gift Card.

15.6 If You are unable to access a Digital Gift Card due to technical problems which prevent or unreasonably delay its delivery or your ability to use the Digital Gift Card, your remedies are (where permitted by law) either card replacement or refund of your payment, as determined by Us. Where there are technical problems which prevent You from accessing a Digital Gift Card which was purchased for You, We may opt to cancel your Digital Gift Card and instead provide You with a replacement physical gift card of the same value, which You may use subject to other gift card terms and conditions presented to You at the time it is provided to You.

15.7 You acknowledge and agree that Apple Pay or Google Pay may change, discontinue or suspend any or all functionality of their payments platforms and that We are not responsible or liable for such service disruptions or terminations as they relate to the receipt, activation and use of a Digital Gift Card.

15.8 Where Vicinity, Waivpay or Karta have any obligation under these Ts and Cs and these Ts and Cs do not state specifically to whom the obligation applies, the obligation is taken to be several (with each party being responsible to fulfil those aspects of the obligation that are reasonably within its control) and not joint (nor joint and several) where the context so permits. Where Vicinity, Waivpay or Karta have any right under these Ts and Cs and these Ts and Cs do not state specifically who may exercise that right, any of Vicinity, Waivpay or Karta may do so.

16 Specific limitation of liability – Centre owners

16.1 The Centre Owners further limit their liability under or in connection with the Digital Gift Card as set out in this clause 16. In this clause 16, unless the context states otherwise, a reference to a clause is a reference to a sub-clause in this clause 16 and the following words have these meanings allocated to them:

16.1.1 Obligation means any obligation, liability, covenant, agreement, undertaking, representation, acknowledgment, warranty, indemnity, guarantee, stipulation, proviso or condition of whatever kind to be observed, performed, met, undertaken or incurred by the Custodian, Responsible Entity, Trustee or Centre Owners (as the case may be) under or in respect of these Ts and Cs or other instrument collateral with these Ts and Cs or given or entered into under these Ts and Cs;

16.1.2 the Trust means the trust referred to below; and

16.1.3 Trust Deed means the trust deed and any related documentation by which the Trust is constituted from time to time.

16.2 For the purposes of this clause 16, the relevant entities are Perpetual Limited ACN 000 431 827 (Custodian) in its capacity as custodian of the Vicinity NVN Trust ABN 43 813 342 348 (Trust) and Vicinity Funds RE Ltd ACN 084 098 180 (Responsible Entity/Trustee) in its capacity as trustee of the Trust.

16.3 The following limitation of liability provisions apply in relation to the Custodian:

16.3.1 The Custodian enters into these Ts and Cs only as agent of the Responsible Entity/Trustee. The Custodian can only act in accordance with the terms of the agreement under which it is appointed as the Responsible Entity's/Trustee's agent and is not liable under any circumstances to any party under these Ts and Cs. This limitation of the Custodian's liability applies despite any other provision of these Ts and Cs and extends to all liabilities and Obligations of the Custodian in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to these Ts and Cs.

16.3.2 The Custodian is not obliged to do or refrain from doing anything under these Ts and Cs (including, without limitation incur any liability) unless the Custodian's liability is limited in the same manner as set out in this clause 16.3.

16.3.3 No attorney, agent, receiver or receiver and manager appointed in accordance with these Ts and Cs has authority to act on behalf of the Custodian in a way which exposes the Custodian to any liability.

16.3.4 If, whether by the express provisions of these Ts and Cs or by implication of law, the Custodian makes or is taken to have made any representation or warranty then, except for the representations and warranties that can only be within the Custodian's actual corporate knowledge, those representations and warranties are taken to have been made by the Responsible Entity/Trustee.

16.4 The following limitation of liability provisions apply in relation to the Responsible Entity/Trustee:

16.4.1 Unless otherwise specifically contemplated in these Ts and Cs, and subject to clause 16.4.3, the Responsible Entity/Trustee enters into these Ts and Cs only in its capacity as responsible entity/trustee of the Trust and in no other capacity. A liability arising under or in connection with these Ts and Cs can be enforced against the Responsible Entity/Trustee only to the extent to which the Responsible Entity/Trustee is actually indemnified for the liability out of the property of the Trust. The limitation of the Responsible Entity's/Trustee's liability applies and extends to all liabilities and Obligations of the Responsible Entity/Trustee in any way connected with any representations, warranties, conduct, omission, agreement or transaction related to these Ts and Cs.

16.4.2 Unless otherwise specifically contemplated in these Ts and Cs, and subject to 16.4.3, a party to these Ts and Cs may not sue the Responsible Entity/Trustee in any capacity other than as responsible entity/trustee in respect of the Trust, including seeking the appointment to the Responsible Entity/Trustee of a receiver (except in relation to property of the Trust), a liquidator, administrator or any similar person or proving in any liquidation, administration or arrangement of or affecting the Responsible Entity/Trustee (except in relation to the Trust).

16.4.3 The provisions of this clause 16.4 do not apply to any Obligation or liability of the Responsible Entity/Trustee to the extent that it is not satisfied because under the trust deed establishing the Trust, or by operation of law, there is a reduction in the extent, or elimination of, the Responsible Entity's/Trustee's right of indemnification out of the Assets of the Trust, or such right does not exist at all, as a result of:

• in the case of the Responsible Entity, having incurred the Obligation or liability other than in the proper performance of its duties as responsible entity;

• in the case of the Trustee, having incurred the Obligation or liability as a result of fraud, gross negligence, wilful default or breach of trust by the Trustee; or

• the failure of the Responsible Entity/Trustee to exercise any right of indemnity it has under the trust deed establishing the Trust in respect of that Obligation or liability.

17 Privacy

17.1 The Chadstone App and Digital Gift Card Privacy Policy provides information about how We handle personal information which You provide to Us under or in connection with your order or receipt of a Digital Gift Card via the App, how You can contact Us to access, correct, or complain about the handling of, your personal information and how We will deal with such a complaint.

17.2 We collect your personal information to identify You, consider your order for and provide You with a Digital Gift Card, assist in arrangements with other organisations in relation to the promotion and provision of Digital Gift Cards, perform administrative, reporting and operational tasks (including systems development and testing, staff training, and market or customer satisfaction research), prevent or investigate any actual or suspected fraud or crime or as required by relevant laws and scheme rules. We may not be able to provide You with a Digital Gift Card if You do not provide the requested information.

17.3 We share personal information with other members of Our corporate groups, regulatory bodies, government agencies, law enforcement bodies and courts, to other parties as is authorised or required by law and to participants in the payments system and other financial institutions for the purpose of resolving disputes, errors or other matters arising out of your use of the Digital Gift Card or third parties using Our Digital Gift Card or Digital Gift Card information.

17.4 We also share personal information with outsourced service providers, including:

17.4.1 Apple and its service providers in connection with your setup and use of Apple Pay with Your Digital Gift Card and your Digital Gift Card transactions so that Apple can operate and improve the operations of Apple Pay services. Apple also provides Us with information such as your Apple mobile phone device details for fraud management, customer support and compliance purposes. For more information on Apple’s handling of personal information, please view Apple’s privacy policy available at https://www.apple.com/au/legal/privacy/en-ww/; and

17.4.2 Google and its service providers in connection with your setup and use of Google Pay with your Digital Gift Card and your Digital Gift Card transactions so that Google can operate and improve the operations of Google Pay services. Google also provides Us with information such as your Android device details for fraud management, customer support and compliance purposes. For more information on Google’s handling of personal information, please view Google’s privacy policy available at http://www.google.com/policies/privacy/.

17.5 If You need to resolve an issue or make a complaint about how We collect, use or store your personal information, please contact [email protected] addressing your complaint to the Waivpay Privacy Officer. If You are not satisfied with their response with regards to your privacy complaint about how they collect, use or store your personal information, You can contact Vicinity’s Privacy Officer by emailing [email protected].

You can also contact the Office of the Australian Information Commissioner GPO Box 5218, Sydney NSW 2001 on:

(p) 1300 363 992

(e) [email protected]

(w) www.oaic.gov.au (where You can make a complaint online)

17.6 By accessing or using the Digital Gift Card, You:

17.6.1 acknowledge that We de-identify and aggregate personal information collected under or in connection with the Digital Gift Card (Anonymised Data) to analyse and optimise Our products, services and user experience; and

17.6.2 grant Us a perpetual, irrevocable and royalty-free licence to make use of Anonymised Data as well as your feedback, suggestions or comments regarding the Digital Gift Card.

18 Anti-Money Laundering and Counter Terrorism Financing, and its associated rules, regulatory guides and regulations (“AML”)

You acknowledge and agree that:

18.1 where required, You will provide Us with all information reasonably requested by Us in order for Us to comply with the fraud monitoring and anti-money laundering and counter terrorism financing obligations imposed on Us pursuant to the AML legislation;

18.2 Where You do not provide Us with the information required above, We may refuse to provide You with Digital Gift Card services;

18.3 We may be legally required to disclose information about You to regulatory and/or law enforcement agencies;

18.4 We may block, delay, freeze or refuse any transactions for legitimate business, prudential or regulatory reasons, where We reasonably believe that the relevant transactions are fraudulent, in breach of the AML legislation or any other relevant law or term within these Ts and Cs;

18.5 where transactions are blocked, delayed, frozen or refused by Us, You agree that We are not liable for any loss suffered by You or other third parties arising directly or indirectly as a result of Us taking this action; and

18.6 where required, We will monitor all transactions that arise pursuant to your use of the Digital Gift Card in accordance with Our obligations under the AML legislation.

19 General

19.1 These Ts and Cs are governed by and construed and enforced in accordance with the laws of Victoria, Australia. Any dispute arising from your receipt or use of a Digital Gift Card is subject to the non-exclusive jurisdiction of the courts of Victoria, Australia.

19.2 Neither party may assign, novate or subcontract any of their rights or obligations under these Ts and Cs without the other party’s prior written consent. We may, however, assign, transfer or novate Our rights or obligations under these Ts and Cs without your consent where such assignment, transfer or novation occurs following a good faith corporate restructure or upon a transfer of Our business (or any element of it) to a third party, provided We reasonably expect the new entity to be able to fulfill these Ts and Cs.

19.3 These Ts and Cs constitute the entire agreement between Us and You with respect to the Digital Gift Card.

19.4 A party may only waive their rights under these Ts and Cs where such rights are waived in writing signed by that party. If We do not take action in relation to a breach of these Ts and Cs, this will not be treated as a waiver by Us of any right or remedy in respect of any existing or future breach of these Ts and Cs.

19.5 If any of these Ts and Cs are determined to be invalid, unlawful or unenforceable, such terms must be read down to the extent necessary to prevent that part of these Ts and Cs being invalid, voidable or unenforceable, and if a term would not be invalid, unlawful or unenforceable if a word or words were removed, then those words will be deleted.

19.6 Every exemption, limitation, defence, indemnity or other benefit contained in these Ts and Cs to which Vicinity is entitled will also be held by Vicinity for the benefit of, and will extend to protect, all persons and entities listed in clause 15. Each such person or entity will have the right to assert or enforce any provision of these Ts and Cs directly or on its own behalf.

19.7 Clauses that are either expressed to survive expiration or termination of these Ts and Cs or from their nature or context it is contemplated that they are to survive, will survive expiration or termination of these Ts and Cs, including clauses 11, 15, 16, 17, 18 and this clause 19.