Digital Glue Terms of Use


Welcome to DÉIS, an online incentive management system provided by Digital Glue that bridges the divide between corporations looking to reward their customers and manufacturers and retailers wishing to provide Products. These Terms of Use (Terms) are intended to explain our obligations as a service provider and Your obligations as a DG User. Please read them carefully.

These Terms apply to any use of the Service or any Agreement You may enter into with us. They apply to You from the time that Digital Glue agrees to provide You with access to the Service.

The Service will evolve over time based on advances in technology and user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Service. Digital Glue reserves the right to change these Terms at any time, effective upon the posting of modified terms. Digital Glue will make every effort to communicate these changes to You via email or notification via the Website. As it is likely the Terms will change over time, it is Your obligation to ensure that You have read, understood and agree to the most recent Terms available on the Website.

By registering or receiving access to the Service, you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

These Terms were last updated on 01/11/2015


1. Definitions

"Agreement" means any agreement between you and Digital Glue which will incorporate these Terms of Use.

"Confidential Information" includes all information exchanged between the parties to the Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

"Data" means any data inputted by You or with Your authority into the Website for the purpose of the Service.

"Intellectual Property Right" means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

"Product" means an internet based voucher, store or gift card for products and/or services provided by a supplier to Digital Glue.

"Insolvent Event" means:

  1. the party becomes an externally-administered body corporate for the purposes of the Corporations Act 2001 (Cth) or an external administrator is appointed to the party under the provisions of any companies or securities legislation of another jurisdiction;
  2. a controller (as that term is defined in the Corporations Act 2001(Cth) or mortgagee in possession is appointed to the assets of the party or any party having or exercising control over the party, or such appointment is reasonably likely;
  3. the party or any party having or exercising control over the party fails to comply with a statutory demand in the manner specified in section 459G of the Corporations Act 2001 (Cth) and has not made an application to set aside such demand under section 459G of the Corporations Act 2001(Cth); (d) if the party is an unincorporated entity or trust:
  4. if the party is an unincorporated entity or trust:
    1. an event of the kind referred to in paragraphs (a), (b) and (c) above occurs in respect of any of the partners, joint ventures or proprietors of such entity; or
    2. a trustee in bankruptcy is appointed to the assets and affairs of the partners, joint ventures or proprietors of such entity, whether under the laws of the Commonwealth of Australia or another jurisdiction, or any of those partners, joint ventures or proprietors enter into an arrangement or composition with its or their creditors for the payment of their debts; or
  5. the party is unable to pay its debts as and when they fall due.

"Service" means the online incentive management services made available (as may be changed or updated from time to time by Digital Glue) via the Website.

"Website" means the Internet site at the domain www.digitalglue.com.au or any other site operated by Digital Glue on behalf of Digital Glue or its clients or partners.

"Digital Glue" means Digital Glue Australia Proprietary Limited ACN 126 643 007 or Digital Glue Proprietary Limited or Digital Glue Limited (NZ) and all subsidiaries of Digital Glue.

"Invited User" means any person or entity, other than the DG User, that uses the Service with the authorisation of the DG User from time to time.

"DG User" means the person or entity to which Digital Glue has provided access to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

"You" means the DG User, and where the context permits, an Invited User. "Your" has a corresponding meaning.


2. Use of Software

Digital Glue grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to any Agreement.

You acknowledge and agree that, subject to any written agreement between the DG User and the Invited Users, or any other applicable laws:

  1. the DG User determines who is an Invited User and what level of access to the relevant organisation and Service that each Invited User may have;
  2. the DG User is responsible for all Invited Users’ use of the Service;
  3. the DG User controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
  4. if there is any dispute between a DG User and an Invited User regarding access to any organisation or Service, the DG User shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.

3. Your Obligations

  1. Payment obligations:
    Where You are required to pay a fee for your Service, You must pay Digital Glue for that Service in the amount and at the times required by the relevant Agreement. You must maintain up to date payments in order to continue to access the Service. Digital Glue will continue to provide the Service and invoice You for the Service until this Agreement is terminated in accordance with clause 8.
  2. General obligations:
    You must only use the Service and the Website for Your own lawful internal business purposes, in accordance with any Agreement, these Terms and any notice sent by Digital Glue or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all of the terms of any Agreement that apply to You.
  3. Access conditions:
    You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Digital Glue of any unauthorised use of Your passwords or any other breach of security and Digital Glue will reset Your password and You must take all other actions that Digital Glue reasonably deems necessary to maintain or enhance the security of Digital Glue's computing systems and networks and Your access to the Services.
  4. As a condition of these Terms, when accessing and using the Services, You must:
    1. not attempt to undermine the security or integrity of the Website, Digital Glue's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
    2. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
    3. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
    4. not transmit, or input into the Website, any:
      1. files that may damage Digital Glue's or any other person's computing devices or software;
      2. content that may be offensive; or
      3. material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
    5. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
  5. Usage Limitations:
    Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of Products You are managing via the Service. These will be specified in the Agreement.
  6. Communication Conditions:
    1. As a condition of these Terms, if You use any communication tools available through the Website (such email or links), You agree only to use such communication tools for lawful and proper purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to):
      1. offers of goods or services for sale;
      2. unsolicited commercial e-mail;
      3. files that may damage any other person's computing devices or software;
      4. content that may be offensive to any other users of the Services or the Website; or
      5. or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
    2. i. When You make any communication on the Website, You represent that You are permitted to make such communication and that the content is correct. Digital Glue is under no obligation to ensure that the communications on the Website are legitimate or correct or that they are related only to the use of the Services. However, Digital Glue does reserve the right to remove any communication at any time in its sole discretion.
  7. Indemnity:
    You indemnify Digital Glue against all claims, costs, damage and loss which Digital Glue may suffer arising from Your breach of any of these Terms or any obligation You may have to Digital Glue, including (but not limited to) any costs relating to the recovery of any fees that are due but have not been paid by You.

4. Confidentiality and Privacy

  1. Confidentiality:
    Unless the relevant party has the prior written consent of the other or unless required to do so by law, each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms or the provision of the Services. Neither party will, without the prior written consent of the other, disclose or make any such Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
  2. Each party's obligations under this clause will survive termination of these Terms.
  3. The provisions of clauses 4 (a) and 4 (b) shall not apply to any information which:
    1. is or becomes public knowledge other than by a breach of this clause;
    2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
    3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
    4. is independently developed without access to the Confidential Information.
  4. Privacy:
    1. Digital Glue maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at www.digitalglue.com.au/privacy-policy and You will be taken to have accepted that policy when You accept these Terms.

5. Intellectual Property

  1. General:
    Title to, and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Services remain the property of Digital Glue (or third party licensors as the case may be).
  2. Ownership of Data:
    Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Website and the Data is contingent on full payment of the Digital Glue fees when due. You grant Digital Glue a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Service and for any other purpose related to provision of services to You.
  3. Backup of Data:
    You must maintain copies of all Data inputted into the Website for the Service. Digital Glue adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any warranty or provide any guarantees that there will be no loss of Data. Digital Glue expressly excludes liability to You for any loss of Data no matter how caused.
  4. Third-party applications and your Data:
    If You enable third-party applications for use in conjunction with the Service, You acknowledge that Digital Glue may allow the providers of those third-party applications to access Your Data as required for the interpretation of such third-party applications with the Service. Digital Glue shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

6. Warranties and Acknowledgements

  1. Authority:
    You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
  2. Acknowledgement:

    You acknowledge and agree that:

    1. You are authorised to use the Service and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person You have authorised to use the Service.
    2. You are authorised to access the processed information and Data that is made available to You through Your use of the Website and the Service (whether that information and Data is Your own or that of anyone else).
    3. The provision of, access to, and use of, the Service is on an "as provided" basis and is done at Your own risk.
    4. Digital Glue has no responsibility to any person other than You as set out in these Terms and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You.
    5. If You use the Service or access the Website on behalf of or for the benefit of anyone other than You (whether a body corporate or otherwise) You agree that:
      1. You are responsible for ensuring that You have the right to do so;
      2. The issuing of any Product by the Service is subject to the terms and conditions of the gift card supplier and Digital Glue is not responsible for delivering any goods or services as a result of the issuing of any Product by the Service; and
      3. You are responsible for authorising any person who is given access to information or Data, and you agree that Digital Glue has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
    6. You indemnify Digital Glue against any claims or loss relating to:
      1. Digital Glue's refusal to provide any person access to Your information or Data in accordance with these Terms,
      2. Digital Glue making available information or Data to any person with Your authorisation.
    7. Digital Glue does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Digital Glue is not in any way responsible for any such interference or prevention of Your access or use of the Service.
    8. It is Your sole responsibility to determine that the Service meets the needs of Your business and is suitable for the purposes for which they are used.
    9. You remain solely responsible for complying with all laws including laws related to Data Privacy. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
  3. No warranties:
    Digital Glue gives no warranty about the Services. Without limiting the foregoing, Digital Glue does not warrant that the Service will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
  4. Consumer guarantees:
    You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

7. Indemnity

You indemnify Digital Glue for any claims made against Digital Glue or for any loss suffered by Digital Glue or any party as a consequence of the failure by a retailer to honour a Product due to an Insolvent Event or for any other reason.


8. Limitations of Liability

  1. To the maximum extent permitted by law, Digital Glue excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
  2. If You suffer loss or damage as a result of Digital Glue's negligence or failure to comply with these Terms, any claim by You against Digital Glue arising from Digital Glue's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the fees paid by You in the previous 12 months.
  3. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate the Agreement in accordance with Clause 9.

9. Termination

  1. Breach:
    If You:
    1. breach any of these Terms (including, without limitation, by non-payment of any fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
    2. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3(d)); or
    3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
    4. Digital Glue may take any or all of the following actions, at its sole discretion:

    5. Terminate the Agreement and Your use of the Services and the Website;
    6. Suspend for any definite or indefinite period of time Your use of the Services and the Website;
    7. Suspend or terminate access to all or any Data.
    8. Take either of the actions in sub-clauses (iv), (v) and (vi) of this clause 9(a) in respect of any or all other persons who You have authorised to have access to Your information or Data.

    For the avoidance of doubt, if payment of any invoice for fees due (as defined at clause 3) is not made in full by the relevant due date, Digital Glue may suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights of access to all or any Data.

  2. Accrued Rights:
    Termination of the Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of the Agreement You will:
    1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
    2. immediately cease to use the Services and the Website.
  3. Termination without breach:
    If You decide to terminate the Agreement and you have not breached the Agreement, you must give Digital Glue no less than 28 days written notice of your intention to terminate.
  4. Expiry or termination:
    Clauses 3(a), 3(f), 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.

10. Help Desk

  1. Technical Problems:
    In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Digital Glue. If You still need technical help, please check the support provided online by Digital Glue on the Website or applicable user guides or failing that email us at support@digitalglue.com.au
  2. Service availability:
    1. While Digital Glue intends that the Service should be available 24 hours a day, seven days a week, it is possible that on occasions the Service or Website may be unavailable to permit maintenance or other development activity to take place.
    2. If for any reason Digital Glue has to interrupt the Service for longer periods than Digital Glue would normally expect, Digital Glue will use reasonable endeavours to publish in advance details of such activity on the Website.

10. General

  1. Entire agreement:
    These Terms, together with the Digital Glue Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Digital Glue relating to the Service and the other matters dealt with in these Terms.
  2. Waiver:
    If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
  3. Delays:
    Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
  4. No Assignment:
    You may not assign or transfer any rights to any other person without Digital Glue's prior written consent.
  5. Governing law and jurisdiction:
    If the information or Data You are accessing using the Service and the Website is solely that of a person who is a resident in Australia at the time that You accept these terms then the State of New South Wales law governs an Agreement for all disputes arising out of or in connection with the Agreement. If the information or Data You are accessing using the Service and the Website is solely that of a person who is a tax resident in Australia at the time that You accept these terms then Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement.
  6. Severability:
    If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
  7. Notices:
    Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Digital Glue must be sent to support@DigitalGlue.com.au or to any other email address notified by email to You by Digital Glue. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
  8. Rights of Third Parties:
    A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.