Paramount Liquor Group Terms & Conditions

General Terms and Conditions

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In consideration of Marlau Nominees Pty Ltd (ACN 056 365 327) and/or Tambavale (QLD) Pty Ltd (ACN 109 550 218) including, but not limited to any subsidiary or associated entity and as trustee of any trust from time to time, and any other entity acquired or incorporated by or through the foregoing ("Paramount") providing commercial credit facilities to the business operated by party completing the application, and any subsidiary, associated entity or other person nominated by that party ("the Customer") of which these General Terms and Conditions of Sale and Supply form part; the Customer acknowledges and agrees that the following applies to and forms part of any contract for the supply of Goods by Paramount and that these General Terms and Conditions take precedence over any terms and conditions which may be contained in any document provided by the Customer.

These terms and conditions, including any provision of credit, credit facilities and/or credit limits set by Paramount, are binding on the Customer, and may be amended or superseded from time to time by notice given by Paramount by any means. These General Terms may only be amended with Paramount's express written agreement.

1. Payment:

The Customer must pay for all purchases on or before the due date shown on the invoice (which unless otherwise stated is 7 days from the date on which the invoice is generated), or within any alternative credit period granted in writing by Paramount. Amounts payable by the Customer under these Terms must be paid in full without deduction, retention or set-off of any kind and for any reason.

2. Interest and Administration fee:

Paramount is entitled to charge the Customer:

(a) interest on amounts not paid within the credit period specified by Paramount at a rate equivalent to 3% p.a. above the annual business overdraft interest rate of its principal banker, as determined and calculated by Paramount, in its discretion; and

(b) if any account remains unpaid at the end of the second month after the invoice is generated, an immediate amount being the greater of $20.00 or 10.0% of the amount overdue for administration fees, which sum shall become immediately due and payable. The Customer acknowledges that this fee is a genuine pre-estimate by Paramount of the loss, costs and expenses which shall be incurred by reason of the Customer's default in payment and the recovery thereof.

3. GST:

Each amount payable by the Customer under these Terms in respect of a Taxable Supply by Paramount is a GST exclusive amount and on receipt of a tax invoice the Customer must, in addition to that amount and at the same time, pay the GST payable in respect of that supply. "Taxable Supply" and "GST" have the meanings set out in the A New Tax System (Goods and Services)Act 1999 (Cth).

4. Withdrawal or Variation of Credit:

Paramount may at any time, without the need to provide a reason, vary or withdraw any credit granted to the Customer. Where the Customer completes a further Application for Commercial Credit, that Application will not be in derogation of but in addition to any previous general credit terms existing except as notified by Paramount (or any of its related entities, subsidiaries and assigns and as Trustee of any Trust) in writing.

5. Charge over Customer's Property:

As security for payment to Paramount of all moneys payable by the Customer and for the Customer's obligations generally under these Terms, the Customer charges in favour of Paramount the whole of the Customer's undertaking, property and assets (including without limitation all of the Customer's interests, both legal and beneficial, in freehold and leasehold land) both current and later acquired. The Customer irrevocably appoints each Officer as the Customer's attorney to do all things necessary to create and register each such charge. Upon demand by Paramount, the Customer agrees to immediately execute a mortgage or other instrument in terms satisfactory to Paramount to further secure payment of the money payable by the Customer. If the Customer fails within a reasonable time of such demand to execute such mortgage or other instrument, then the Customer acknowledges that Paramount may execute such mortgage or other instrument as the Customer's attorney pursuant to the appointment of Paramount as the Customer's attorney set out in these Terms.

6. Suspension or Ceasing of Supply:

(a) Paramount may in Paramount's complete discretion and without incurring any liability to the Customer, cease or suspend supply of Products to the Customer or amend these Terms.

(b) Without limiting clause 6(a), if an Event of Default occurs, Paramount may, without prejudice to Paramount's other rights, call up moneys owed to Paramount by the Customer, retain all moneys paid on account, or cease further deliveries and recover from the Customer all loss of profits and other costs arising from the Event of Default and/or take immediate possession of any Products for which payment remains outstanding.

7. Liability of Paramount:

Paramount will not be liable for any loss or damage whatsoever suffered by the Customer as a result of any act, omission or statement made by Paramount, its employees, contractors or agents.

8. Certification:

A statement signed by an Officer certifying the amount of any moneys payable by the Customer, or identifying any products and services, as being "unpaid for" is, in the absence of manifest error, conclusive and binding on the Customer.

9. Notification of Change of Details:

The Customer will provide written notice to Paramount of any change in the Customer's structure or management, including any change of director, shareholder, partnership, trusteeship or address within 7 days of the change.

10. Continuing Guarantee:

All guarantees under or related to these Terms will be continuing guarantees and will terminate only with Paramount's written agreement.

11. Set-Off:

Paramount may at any time set-off amounts owed by Paramount to the Customer against amounts owed by the Customer to Paramount.

12. Property:

(a) Where Products are to be supplied by way of sale, property in the Products shall not pass until the Customer has paid all money owing to Paramount in full. Risk in the Products passes to the Customer at the time of delivery.

(b)The Customer holds the Products as fiduciary bailee and agent for Paramount and must keep the Products physically separate from all other goods of the Customer, and clearly identified as owned by Paramount until payment of all moneys owed by the Customer to Paramount. If an Event of Default occurs, then without prejudice to Paramount's other rights, Paramount may, without notice to the Customer enter any premises occupied by the Customer or any other place where the Products may be and recover possession of the Products.

(c) If the Customer sells any of the Products supplied while money is owed to Paramount, the Customer must keep the proceeds of the sale in a separate account and not mix them with any other funds.

(d) If the Products are resold, or goods and/or services using the Products are produced and resold by the Customer, the Customer holds all of the book debts owed in respect of such sales and proceeds of such sales in trust for Paramount. Such part of the book debts and proceeds will be deemed to equal in dollar terms the amount owed by the Customer to Paramount at the time of the receipt of such book debts. The Customer must not assign or grant a security interest in respect of such book debts without Paramount's prior written consent.

13. Personal Property Securities Act (Cth) 2009 ("PPSA"):

"Financing statement", "financing change statement", "security interest", "purchase money security interest", "attached", "attachment", "perfected", "accession", "commingled" and all related terms have the meaning given to them by the PPSA.

(a) In consideration of Paramount supplying the Products to the Customer at the request of the Customer, the Customer by signing these Terms:

(i) grants to Paramount a "Purchase Money Security Interest" ("PMSI") in all Products supplied by Paramount to the Customer from time to time as security for payment of the purchase price of the Products;

(ii) grants to Paramount a "Security Interest" ("SI") in all of its present and after-acquired property and in all of its present and future rights in relation to any personal property (as defined in the PPSA) from time to time as security for payment of any amount owed by the Customer to Paramount and as security for the performance by the Customer of the obligations set out in these Term

(iii) agrees that any Products or proceeds of sale of the Products coming into existence after the date of these Terms will come into existence subject to the PMSI and SI granted herein and these Terms without the need for any further action or agreement by any party;

(iv) acknowledges that the Customer has received valuable consideration from Paramount and agrees that it is sufficient; and

(v) agrees that the PMSI and SI has attached to all Products supplied now or in the future by Paramount to the Customer and that the attachment of the PMSI has in no way been deferred or postponed.

(b) Paramount reserves the right to register a financing statement in the Personal Properties Securities Register to perfect the PMSI and/or SI created under these Terms.

(c) The costs of registering a financing statement or a financing change statement can be charged to the Customer by Paramount at Paramount's complete discretion, and may, where applicable, be charged to the customer's credit account with Paramount.

(d) The Customer must promptly, on request by Paramount, execute all documents and do anything else reasonably required by Paramount to ensure that the PMSI and SI created under these Terms constitutes a perfected security interest.

(e) The Customer must not agree to allow any person to register a financing statement over any of the Products in which Paramount has any PMSI and/or SI without the prior written consent of Paramount and will immediately notify Paramount if the Customer becomes aware of any person or entity taking steps to register a financing statement in relation to any such Products.

(f) The Customer must not allow the Products to become accessions or commingled with other goods unless Paramount has first perfected any PMSI or SI that Paramount has in relation to the Products.

(g) If Paramount perfects any PMSI and/or SI that Paramount has in relation to the Products, the Customer must not do anything that results in Paramount having less than the security or priority granted by the PPSA that Paramount assumed at the time of perfection, subject only to the rights of a mortgagee pursuant to a registered mortgage.

(h) The Customer irrevocably grants to Paramount the right to enter upon the Customer's property or premises, without notice, and without being in any way liable to the Customer or to any third party, if Paramount has cause to exercise any of Paramount's rights under Chapter 4 of the PPSA, and the Customer will indemnify Paramount for any claims made by any third party as a result of such exercise.

(i) The Customer acknowledges and agrees that:

(i) nothing in sections 125, 132(3)(d), 142 and 143 of the PPSA will apply to these Terms; and

(ii) the Security Agreement created by these Terms may only be reinstated on the terms considered appropriate by Paramount at its complete discretion.

(j) The Customer acknowledges and agrees that to the full extent permitted by law and mentioned below, the following provisions of the PPSA will not apply to the enforcement of any PMSI and SI created under these Terms, and the Customer waives it's right to:

(i) not have goods damaged or be inconvenienced any more than necessarily incidental if Paramount removes an accession under s.92 PPSA;

(ii) to receive notice of any intention to remove an accession under s.95(1)(a);

(iii) to apply to the Court for an order postponing the removal of the "accession" or to determine the amount payable to Paramount for the retention of the accession under s.97 PPSA;

(iv) to receive notice of a decision to enforce the security interest in personal property in the same way as an interest in land which secures the same obligation under s.118(1)(b)(i) PPSA;

(v) to receive notice of the enforcement of liquid assets under s.121(4) PPSA;

(vi) to receive notice of any proposal to dispose of collateral under s.130(1)(a) PPSA;

(vii) to receive a Statement of Account if no disposal under s.132(4) PPSA;

(viii) to receive notice of any proposal to retain collateral under s.135(1)(a) PPSA; and

(ix) to receive notice of a verification statement in relation to any registration event (including registration of a financing statement or a financing change statement) relating to the PMSI and SI created under these Terms under s.157 PPSA.

14. Effect of Other Terms:

These terms are supplemented by any wholesale supply terms agreed between the Customer and Paramount from time to time (as may be amended) and are in no way affected or amended by any other express or implied terms. No terms of the Customer apply to any agreement between the Customer and Paramount.

15. Expenses:

The Customer must pay to Paramount any costs, charges, expenses (including all stamp duty and legal fees and costs and debt recovery expenses on a full indemnity basis as a liquidated debt), tax, duty or levy made at any time by any local, State or Commonwealth government incurred by Paramount in connection with the Products and/or entry into these Terms, the exercise or attempted exercise of any power, right or remedy under these Terms and/or the failure of the Customer to comply with these Terms.

16. Service of Notices and Documents:

All notices or documents required to be given to Paramount for the purposes of the PPSA must be given in accordance with the PPSA. Any notices or documents required to be given by Paramount to the Customer for the purposes of the PPSA or for any other purposes will be effectively 'given', 'served' and 'delivered' if sent by Paramount to the Customer by pre-paid ordinary post to any one of the following addresses:

(a) the last address for the Customer known to Paramount;

(b) if the Customer is a Company, the registered office or principal place of business; or

(c) if the Customer trades under a registered business name, any address contained on a current business extract for that business name.

17. Transactions:

The Customer will be liable for all transactions and expenses involving the Customer's credit account including any fraudulent use of the account by the Customer or any person authorised by the Customer to use the account or the Customer's employees, agents or contractors. The Customer will also be liable for any fraudulent use of the Customer's credit account which is directly or indirectly caused or contributed to by the Customer's negligence.

18. Application of Moneys Received:

If Paramount receives or recovers money in respect of a debt of the Customer, Paramount may use the money to pay off whichever debt or part of a debt Paramount chooses and is not compelled to apply the money as directed by the Customer or any other person.

19. Indemnity:

The Customer will indemnify Paramount in relation to any direct or indirect loss, liability or damage suffered by Paramount or any other person as a result of the Customer's negligence or breach of these Terms.

20. Inspection:

The Customer must inspect all Products upon delivery to the Customer or its nominated agent and notify Paramount within 24 hours of any defects or failure to fulfil any order otherwise the Products will be deemed to have been delivered in good condition and as ordered by the Customer.

21. Liquor Licensing Obligations & Warranties:

The Customer warrants that for every order placed with Paramount for liquor products ("Liquor Products") that it holds a valid, current, unrestricted licence to order, purchase, sell and distribute Liquor Products in the conduct of its business under and in accordance with all applicable laws.

22. Trusts:

These Terms bind the Customer both personally and as trustee of any trusts of which the Customer is trustee.

23. Joint and Several:

If the Customer consists of more than one person, the obligations of each person are joint and several.

24. Severance:

Each clause, subclause and part of these Terms is separate and independent. If any clause or subclause or part is found to be invalid or ineffective, the other clauses or subclauses or parts will not be adversely affected.

25. Waiver:

Any waiver by Paramount must be in writing signed by Paramount. If Paramount elects not to exercise any rights arising in connection with these Terms, such election will not constitute a waiver of any rights relating to any other breach of these Terms.

26. Amendments:

These Terms may only be amended with Paramount's express written agreement.

27. Assignment:

The Customer may not assign any agreement under these Terms without Paramount's prior written consent.

28. Application of Laws:

These Terms are governed by the laws of the state as determined by Paramount in its sole discretion. The Customer submits to and consents to the laws of the state (as determined by Paramount in its sole discretion), and the central courts of that state as having jurisdiction over these Terms.

29. Definitions & interpretation:

In these Terms unless the context requires otherwise:

(a)"Credit-related information"includes "credit information", "credit reporting information", "credit eligibility information" and/or "regulated information" (as the context permits) within the meaning of those terms in the Privacy Act;

(b)"Customer"means the customer whose details appear in the Application for Commercial Credit and the Customer's subsidiaries, holding companies and other related entities;

(c)"Event of Default"means any of the following events:

(i) the Customer fails to pay for any Products in accordance with these Terms and/or the Customer otherwise breaches these Terms;

(ii) if the Customer is in breach of any obligations under the Trading Terms and/or any other agreement between the Customer and Paramount;

(iii) the Customer ceases or threatens to cease carrying on business;

(iv) if the Customer is a company: an order is made or a resolution is effectively passed for winding up of the Customer, or the Customer goes into liquidation, or the Customer stops payment or is deemed unable to pay the Customer's debts within the meaning of the Corporations Act 2001 (Cth); if the Customer is a natural person: an order is made for the Customer's bankruptcy, or the Customer dies or becomes mentally or physically incapable of managing his or her affairs

(d)"Officer"means each director, secretary, credit manager and authorised representative of Paramount;

(e)"Privacy Act"means the Privacy Act 1988 (Cth) as amended from time to time; and

(f)"Products"includes all products and services supplied by Paramount to the Customer.

30. Interpretation:

(a) In these Terms, unless the context requires otherwise, all references to a party include the party's successors and permitted assigns

(b) No provision of these Terms will be construed adversely against a party solely because the party was responsible for drafting the provision.

31. Website Accounts, Credentials and Passwords:

(a) The Customer must ensure that any account or login credentials issued to, or created by, the Customer or any person authorised by the Customer are kept secure and confidential, are not disclosed to or used by any unauthorised person, and are used in accordance with Paramount's password and authentication requirements as notified from time to time. 

(b) The Customer must immediately notify Paramount if the Customer becomes aware of, or reasonably suspects, any compromise, loss or unauthorised use of its credentials or account. 

(c) Paramount may at any time require a user to reset or update a password, or to use additional authentication (including a one-time passcode or multi-factor authentication), before permitting access to Paramount's website, an account or any particular functionality. 

(d) Paramount may reset credentials, or suspend, restrict or end access to the website or an account, where Paramount considers it reasonably necessary to protect the security or integrity of the website, Paramount's systems, the Customer's account or other users, or where Paramount reasonably suspects unauthorised use, a breach of these Terms or a breach of any law. 

(e) Clause 17 applies to all transactions and expenses arising from use of the Customer's credentials or account, whether or not that use was authorised by the Customer.

DECLARATION FOR THE NATIONAL CONSUMER CREDIT CODE:

I/We (including all owners/directors) declare that the credit to be provided to me/us by Paramount is to be applied wholly or predominantly for:

• business and/or investment purposes;

• other than investment in residential property.

IMPORTANT

You should only sign this declaration if this loan is wholly or predominantly for:

• Business purposes; or

• Investment purposes other than investment in residential property.

By signing this declaration, you may lose your protection under the National Credit Code.

By signing this application, I/we (including all owners directors) declare that the credit to be provided to me/us by Paramount is to be applied wholly or predominantly for business purposes or investment purposes other than investment in residential property. I/We acknowledge that by signing this declaration I/we may lose protection under the National Credit Code

CREDIT REPORTING AND STATEMENT OF NOTIFIABLE MATTERS

Paramount's Credit Reporting Policy, incorporating its Statement of Notifiable Matters together with the consents and authorisations given by the customer and/or its owners/directors upon completing this application are published atwww.paramountliquor.com.au. Copies can also be obtained by contacting Paramount's Privacy Officer on (03) 9034 9621.

Privacy and Collection Notice

Paramount's Privacy Policy, incorporations its Collection Notice and Acknowledgement pursuant to the Privacy Act 1988 (APP 5) is published atwww.paramountliquor.com.au. Copies can also be obtained by contacting Paramount's Privacy Officer on (03) 9034 9621.

Platform Terms for Supplier

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1. Platform overview

1.1 Functionality overview

Marlau Nominees Pty Limited trading as Paramount Liquor (ABN 18 056 365 327) (Operator) owns and operates the Paramount Liquor Platform (Platform) which connects suppliers and buyers of goods and associated services (who are customers of the Operator) via the Platform and also allows Customers to purchase products from the Operator from the Operator's own stock.

The Platform includes, at the date of and subject to these Terms, functionality which allows the Supplier to:

(a) list Products and Offers;

(b) publish a Supplier Return Policy;

(c) accept or reject Orders;

(d) receive payment for fulfilled Orders, less Platform Fees and Processing Fees;

(e) communicate with Customers in relation to Products, Offers, Orders and Contracts;

(f) respond to any claims raised by Customers in relation to Contracts; and

(g) receive other services which the Operator may offer to the Supplier in connection with the Platform (for example, advertising or data insights).

1.2 Roles of Supplier and Operator

The parties acknowledge and agree that:

(a) for each Order that the Supplier accepts, the Supplier agrees to transfer title to the Confirmed Products to the Operator to enable the Operator to then contract directly with the Customer for the supply of the Confirmed Products on the terms of:

1.any applicable Offer;

2.the Supply T&Cs; and

3.any other terms agreed in writing by the Operator and the Customer and signed by or on behalf of each of them, (Contract);

(b) the Supplier, not the Operator, is responsible to the Customer for performing all obligations in respect of the supply of Products under a Contract;

(c) the Operator is not:

1.the agent of a Customer or the Supplier, except with respect to acts done on behalf of the Supplier as permitted by clauses 3.1(a), 3.1 (c) and 4(e); or

2.a guarantor of the Supplier's or a Customer's obligations under these Terms, any Customer Terms or a Contract and does not give any representations or warranties in relation to any Customer;

(d) the Operator's role in connection with a transaction the subject of a Contract is limited to:

1.facilitating the placement of the Order and execution of the transaction via the Platform;

2.providing messaging, and facilitating direct messaging between the Supplier and the Customer, related to the Order and the execution of the transaction;

3.assessing the Customer's credit worthiness with regard to each transaction;

4.accepting or declining to process the transaction;

5.acquiring title to the Confirmed Products the subject of an Order from the Supplier and supplying the Order to the Customer in accordance with the Contract;

6.collecting Customers' payments under the Contract and remitting the payments (less amounts deducted in accordance with these Terms) to the Supplier; and

7.where the Customer is entitled under the Customer Terms to a refund of any payment made by the Customer for an Order, refunding the payment to the Customer (on behalf of the Supplier in respect of an accepted Order), in accordance with these Terms;

(e) to avoid doubt:

1.supply of Products by the Supplier to the Operator and then onto Customers via the Platform is separate to all supplies of goods by the Supplier to a Paramount Liquor customer by any other distribution method;

2.except for any Contract under these Terms between the Supplier and a Paramount Liquor customer as Customer, no other agreement between the Supplier and a Paramount customer applies to any supply of Products by the Supplier to Customers via the Platform; and

3.without limiting clause 1.2(e)(2), a Paramount customer will not be entitled to claim 'trading terms' in respect of the supply of Products via the Platform unless agreed as part of any Contract under these Terms between the Supplier and the Paramount customer as Customer (but, to avoid doubt, a Paramount customer may claim 'trading terms' in respect of its supply of Products via the Platform under any agreement it has with the Supplier pursuant to the terms of that agreement); and

(f) the Supplier is responsible for:

1.all its own costs of using the Platform and supplying and delivering the Products under a Contract; and

2.providing, maintaining and updating its own software and hardware systems to access and use the Platform and meet the technical system requirements for the Platform as updated from time to time.

2. Supplier's access to and use of the Platform

2.1 Registration on the Platform

(a) The Supplier must apply to register an account for access to and use of the Platform (Supplier Account).

(b) The Supplier must not apply to register a Supplier Account unless:

1.the statements in clause 5; and

2.all other information and evidence the Supplier provides to support the Supplier's application for a Supplier Account, are true, accurate, complete and up to date.

(c) The Supplier will not be given access to or use of the Platform unless the Operator, in its discretion, accepts the Supplier's application to register a Supplier Account and the Supplier Account is registered.

(d) Once registered, the Supplier must ensure that all information and evidence the Supplier provided to support the Supplier's application for registration is promptly updated from time to time, so that all such information and evidence held by the Operator in relation to the Supplier's registration and the Supplier Account is at all times true, accurate, complete and up to date.

(e) The Supplier is responsible for:

1.keeping confidential and secure the login and password for its Supplier Account; and

2.all activity on the Platform using such login details.

2.2Listing of Products and Offers on the Platform

(a) The Supplier must only list Products and Offers on the Platform and agree other terms with Customers (whether via the Platform or otherwise) where the Supplier and the Products, Offers and any other agreed terms the subject of or applicable to such listing each complies with clause2.2 (b) in respect of the listing.

(b) The Supplier must ensure that:

1.the Products it lists on the Platform:

A. may be legally supplied in Australia in the manner contemplated by these Terms;

B. otherwise comply with applicable law (including in relation to product safety and information such as mandatory safety and information standards and country of origin labelling) and these Terms; and

C. meet any category or other specifications on the Platform for the listing of the Products;

2.the Offers it uploads or links to on the Platform in respect of any Products and any other terms it agrees with Customers comply with applicable law (e.g., they do not contain any terms which would contravene the Australian Consumer Law) and these Terms;

3.the Supplier inputs and keeps up to date all information about the Products and Offers which the Operator designates from time to time on the Platform as mandatory;

4.the information the Supplier enters on the Platform is clear, complete, accurate, up to date, not misleading or deceptive and otherwise complies with all applicable laws (and does not omit any information required by applicable laws), and the Supplier must immediately update or remove any such information as required to ensure this from time to time. Such information includes:

A. information, specifications, ingredients, alcohol content, data, images, and other content in respect of the Products (Content);

B. the price of the Products takes into account any applicable Container Deposit Legislation (CDL or CDS) levies or charges and the Supplier is entirely responsible for, and indemnifies the Operator in relation to, the remittance of any CDL levies or charges as well as all applicable taxes that may be payable on any Products supplied via the Platform; and

C. delivery information and delivery charges, and the Supplier must either expressly state that the price of the Products includes delivery or specify itemised delivery charges as part of the total price of the Order;

5.the Supplier complies with all applicable laws in respect of the listing and supply of Restricted Products on and via the Platform;

6.the Supplier has the right to reproduce, publish and communicate to Customers, via the Platform, all Content the Supplier uploads to the Platform, and that the reproduction, publication and communication of such Content on the Platform as contemplated by these Terms will not infringe or contravene any person's rights (including intellectual property or moral rights) or any law;

7.the Products and their manufacture, production, export, import, supply, delivery and resupply, as listed on the Platform or supplied in fulfilment of an Order, do not infringe any person's intellectual property rights or moral rights or amount to any passing off or misleading or deceptive conduct;

8.the Supplier has all necessary permits, licences and accreditations to produce, store, warehouse, export, import, supply and deliver all of the Products that it lists on the Platform (including any Restricted Products), and the Supplier must provide the Operator with copies of such permits, licences and accreditations on request at any time;

9.the Supplier has the legal right, financial means, capability and resources to supply the Products it lists on the Platform, to each area in Australia to or in which the Supplier represents on the Platform it supplies the Products, in quantities sufficient to meet reasonably anticipated demand; and

10.the Supplier does not engage in any form of modern slavery in supplying the Products or otherwise in conducting its business or undertaking, and the Supplier represents and warrants that it is not aware of any person in its supply chain in respect of the Products that engages in any form of modern slavery.

(c) The Supplier must ensure it complies with this clause 2.2 at the time of listing a Product or Offer and for so long as the listing remains on the Platform.

(d) Without limiting the Supplier's responsibility in respect of information it is responsible for, the Supplier acknowledges and agrees that, where the Product is offered on the Platform by another seller, the Content the Supplier enters on the Platform in respect of the Product may be aggregated on the Platform with content from other sellers of the Product to provide a single view of the Product, and as a result the information relating to the Product on the Platform may not exactly match the Content entered by the Supplier in respect of the Product.

2.3 Suspension, correction or removal of non-compliant listings

(a) Without limiting the Supplier's responsibility to comply with clause 2.2 or the Operator's other rights and remedies in respect of a breach of these Terms by the Supplier, if the Supplier has not complied with clause 2.2 in respect of any listing of a Product or Offer, the Operator may:

1.suspend the Supplier's listing of the Product and/or Offer (where the Product and/or Offer will no longer be visible on the Platform for new transactions, without affecting existing Contracts) immediately without prior notice pending rectification pursuant to clause 2.3(a)(2);

2.notify the Supplier of the non-compliance and require the Supplier to rectify the non-compliance within 2 Business Days (or any longer time period provided in the notice); and

3.remove the listing of the Product and/or Offer if the Supplier fails to rectify the non-compliance by the time required under clause 2.3(a)(2).

(b) The Operator may also suspend or remove listings of relevant Products and Offers and cancel or reverse pending transactions immediately without prior notice if the Operator determines in good faith that:

1.an unacceptable level of Customer complaints have been made about the Supplier, the Product(s) or the Offer;

2.the Product presents a risk of personal injury, death or property damage or is subject to a product correction, withdrawal or recall;

3.the Supplier has otherwise breached these Terms relating to the Product or Offer; or

4.there is another reason which the Operator considers in good faith should be addressed by suspension or removal of the Product or Offer from the Platform.

2.4 Processing and reversing transactions

(a) The Operator may:

1.decline to process a transaction the subject of an Order (for example, where the Customer is on (credit hold”); or

2.cancel or reverse a transaction the subject of an Order (for example, where the Customer's payment has been declined),

3.independently of (and including after) any acceptance or rejection of the Order by the Supplier, for example where there has been an error in a Product or Offer description or in the circumstances described in clause 2.3(b). In such case, the Operator will notify the Customer of the decline, cancellation or reversal and, if payment from the Customer has been received, refund the payment to the Customer.

(b) The Operator may set payment processing fees to be paid by the Customer (Processing Fees), to cover some or all of the transaction costs (e.g. credit card fees) that the Operator or any related body corporate incurs in processing a transaction, and the Operator is entitled to any Processing Fees paid by a Customer.

2.5 Acceptance or rejection of Orders

(a) If the Operator accepts to process a transaction the subject of an Order, the Order will be sent to the Supplier for acceptance or rejection.

(b) The Supplier may in its discretion accept or reject (in whole or in part) any Order. References to an accepted Order in these Terms include a partially accepted Order.

(c) If the Supplier rejects (in whole or in part) any Order, the Supplier must:

1.using the relevant functions of the Platform, in good faith provide the Operator reasons for the Supplier's rejection (or partial rejection) of the Order; and

2.respond within a reasonable time (and no later than 18 hours) to any queries or messages sent by the Operator regarding such reasons.

2.6 Supply of Products

(a) The Supplier must comply with all of its obligations under each Contract.

(b) The Supplier must supply the Confirmed Products to the Customer in accordance with these Terms and the Contract and ensure that such Products:

1.are of Acceptable Quality, fit for their usual or customary purpose, and free of any defect, damage, encumbrance, security interest or third party rights;

2.are produced, manufactured, labelled, presented, and described in compliance with all relevant laws, industry codes and Purchase Orders;

3.are free from any defect or fault and are safe and properly and safely packaged so that they can be delivered to Customers in good and merchantable condition; and meet all requirements for the listing of such Products in clause 2.2(b).

2.7 Delivery of Products and time for shipping

(a) The Supplier acknowledges and agrees that:

1.it is responsible for the delivery of all Confirmed Products to Customers, including determining the means by which transport and delivery are to occur, in accordance with these Terms, the Contract and all applicable laws;

2.Chain of Responsibility: it will comply with the obligations and standards established within federal and state laws, regulations, and guidelines to promote health and safety in the transport and logistics industry;

3.It will ensure that all lead times given to transport providers are adequate to perform the task safely, that procedures are in place to ensure drivers do not work while fatigued and that the terms of consignment do not encourage or provide incentive to drive in breach of regulations; and

4.it bears the risk of loss or damage to the Products until delivery to the Customer occurs, and any applicable Offer and the Contract must be consistent with this.

(b) The Supplier must, in a timely manner (and within 18 hours), enter on the Platform information on the status of shipping, transportation and delivery of Confirmed Products to Customers, including the logistics provider, the delivery tracking details, a 'delivery shipped' update and a 'delivery completed' update (which must include uploading a signed 'Proof of Delivery' in a form acceptable to the Operator).

(c) The Supplier acknowledges and agrees that:

1.the Supplier must either “Accept” or “Reject” an Order within 18 hours of the Customer placing the Order.

2.The Operator will, after the Supplier has “Accepted” an Order, assess the Customer's credit worthiness and if acceptable to the Operator, will generate and issue an invoice to purchase the Confirmed Products from the Supplier, and will instruct the Supplier to Ship the Order to the Customer (which must then occur within 18 hours).

3.the Supplier should not ship before the status on the Platform changes to 'Accepted' (signifying the Customer's credit status is acceptable for the Order) for an accepted Order; and

4.if the Supplier ships an accepted Order before the status on the Platform has changed to 'Accepted' for that Order, the Operator is not liable to the Supplier for payment for that Order to the extent that payment for that Order is not subsequently received by the Operator via the Platform.

(d) The Supplier must, within 18 hours of delivery, confirm on the Platform the date and approximate time when delivery of Confirmed Products to the Customer has occurred, including uploading a signed 'Proof of Delivery' in a form acceptable to the Operator.

(e) Where the Supplier has listed any Restricted Products on the Platform, the Supplier must ensure that its delivery of the Restricted Products complies with all applicable laws and best practice, including verifying that the person accepting delivery of the Restricted Products is of the age required by law, and that any sub-contracted delivery providers so comply.

2.8 Service levels and Suspension Criteria

(a) The Supplier agrees to maintain a consistently high standard in the supply of Products to Customers via the Platform and agrees to meet or exceed any Operator Marketplace Policies / Service Level Agreement published by the Operator from time to time.

(b) The Supplier acknowledges that the Operator may suspend the Supplier Account, and the Platform has functionality which will automatically suspend the Supplier Account, if any of the Suspension Criteria are triggered in respect of the Supplier Account.

(c) The Supplier may request reactivation of the Supplier Account, as set out in clause 10.2(c).

2.9 Product safety and Product recalls and withdrawals

(a) The Supplier is responsible for and must comply with all applicable laws relating to product safety and product recalls in respect of the Products.

(b) The Supplier must notify the Operator of:

1.any Product (including any defect in a Product) which poses a health, safety or property damage risk;

2.any notification to any Government Agency of any product health or safety matter or product recall or correction in relation to any Product; and

3.any withdrawal of any Product for any other reason, immediately and in any event within 1 Business Day in each case of becoming aware of the risk, the notification or the withdrawal. The Supplier must include in such notice the Product, the risk or other issue and the steps the Supplier is taking or proposes to take in relation to the matter.

2.10 Further restrictions

The Supplier must not:

(a) access or use the Platform:

1.for any purpose other than the purpose intended by and in accordance with these Terms;

2.for any unauthorised, infringing or illegal purpose or activity;

3.in a manner, including by uploading or linking to Content, that is offensive, abusive, derogatory, discriminatory or vexatious;

(b) engage in any activity or introduce any Contaminant into the Platform that would interfere with, disrupt or corrupt the activity of the Platform, including by interfering with:

1.the servers or networks that host the Platform; or

2.security-related or other features of the Platform; or

(c) use data mining, robots, screen scraping or similar data gathering or extraction tools on the Platform, including in relation to pricing.

2.11 Supplier's use of Platform API connections

To the extent that the Operator makes available to the Supplier any API in connection with the Platform, the Supplier must only use the API in accordance with any documentation in relation to such API, such as technical documentation, any description of the Platform features and any operations manual, including any usage limits and conditions in such documentation.

3. Payments for Products and Platform and Processing Fees

3.1 Tax invoices to Customers and payment collection

(a) The Supplier agrees that the Operator will generate and provide to the Customer, a tax invoice in respect of a supply of Products under a Contract and any Processing Fees.

(b) The Supplier is responsible for including Processing Fees (to the extent set by the Operator) in pricing disclosures that it provides to Customers via the Platform.

(c) The Operator collects payments by Customers for accepted Orders, Supplier and Processing Fees subject to this clause 3.

3.2 Platform Fees

The Supplier agrees to pay the Operator the Platform Fees.

3.3 Payments and Tax Invoices to Supplier

(a) The Operator will post to the Supplier Account (at the frequency agreed with the Supplier) a combined:

1.statement of Released Payments to the Supplier in respect of Orders fulfilled by the Supplier; and

2.Tax Invoice detailing the Platform Fees and Processing Fees in respect of Orders fulfilled by the Supplier.

(b) Subject to clauses 3.4, 4 (d) and 4(e), the Operator will pay the Released Payments to the Supplier, less the Platform Fees and Processing Fees, at the Bulk Released Payment Frequency.

(c) If the Supplier fulfils an Order, but payment for the Order is subsequently refunded to the Customer in whole or in part, the Operator will refund to the Supplier any Platform Fees (but not, to avoid doubt, any Processing Fees) previously paid by the Supplier (including as a deduction from Released Payments) in respect of the refunded component of the payment.

3.4 Set off and remaining amounts owed to the Operator

(a) The Operator may set off against any amounts payable by the Operator to the Supplier under or in connection with these Terms any amounts payable by the Supplier to the Operator under or in connection with these Terms.

(b) If from time to time there remains an amount due and payable by the Supplier to the Operator under or in connection with these Terms following set off in accordance with clause 3.4 (a) (Remaining Amount):

1.the Supplier must pay the Remaining Amount to the Operator within 14 days of demand by the Operator (or any later date specified by the Operator); and

2.the Operator may deduct the Remaining Amount from the Supplier's bank account nominated by the Supplier for this purpose if the Supplier has not paid the Remaining Amount within the time required by clause 3.4(b)(1), or otherwise with the Supplier's consent.

3.5 GST

(a) The Supplier must ensure that the price of Products and Offers it lists on the Platform includes applicable GST.

(b) Unless otherwise expressly stated, all amounts referred to in these Terms including amounts used to determine a payment to be made by one party to the other (other than an amount referred to in clause 3.5(d)), are exclusive of GST (GST Exclusive Consideration).

(c) To the extent that GST is payable in respect of all or any part of a supply made by a party (Supplier) under or in connection with these Terms, the GST Exclusive Consideration to be provided under these Terms for that supply is increased by an amount equal to the GST payable by the Supplier, and the recipient must pay that additional amount to the Supplier at the same time and in the same manner as the GST Exclusive Consideration subject to the recipient having first received a valid tax invoice.

(d) If a person is entitled to be reimbursed or indemnified for a loss, cost, expense or outgoing incurred in connection with these Terms, then the amount of the reimbursement or indemnity payment must first be reduced by an amount equal to any input tax credit to which the person being reimbursed or indemnified is entitled in relation to that loss, cost, expense or outgoing.

(e) Any reference in this clause 3.5 to a term defined or used in the GST Act is, unless the context indicates otherwise, a reference to that term as defined or used in the GST Act.

4. Customer Claims

(a) The Supplier may have its own policy relating to return and replacement of, and refunds for, Products provided that it is published on the Platform and the terms of that policy are no less favourable to Customers than the terms of the Return Policy.

(b) The Supplier must comply with the Return Policy and any more favourable terms published from time to time in accordance with clause 4(a).

(c) All claims by Customers in respect of Contracts must be dealt with via the Incident Management Functionality on the Platform, as follows:

1.the Supplier must respond to, take action in relation to and resolve any claim raised by a Customer via the Incident Management Functionality within the time limits specified in the Return Policy; and

2.if the Supplier fails to take the actions within the time limits specified in the Return Policy, or the Customer does not accept the response of the Supplier, in relation to any claim raised by a Customer via the Incident Management Functionality, the Customer may refer the claim to the Operator for determination, in which case the Operator will determine the dispute (as expert) in accordance with the Contract and the Return Policy. The Operator's determination will be final and binding, absent manifest error, and the Operator and the Supplier must act in accordance with the determination.

(d) The Operator may retain so much of a payment by a Customer that the Customer's claim relates to, pending resolution of the Customer's claim in accordance with this clause 4.

(e) If the resolution of the Customer's claim pursuant to this clause 4 includes a refund of amounts paid by the Customer for an accepted Order:

1.the Supplier must pay that amount to the Operator on demand by the Operator, and the Operator must remit that amount paid to the Customer; or

2.the Operator may pay that amount to the Customer on behalf of the Supplier and recover the amount paid from the Supplier, either as a deduction from any amount withheld from the Supplier under clause 4(d) or pursuant to clause 3.4.

(f) If the Supplier requires the Products the subject of the Customer's claim to be returned by the Customer, and the return reason is one for which the Supplier is responsible for bearing the return delivery costs under the Return Policy, the Supplier must:

1.determine and implement the return delivery method;

2.directly bear the return delivery costs for the return of the Products (for example through a third party logistics provider billed directly to the Supplier, a pre- paid return label for a third party logistics provider or Supplier pick-up through its own logistics solution); and

3.to avoid doubt, not require the Customer to pay the return delivery costs up front with reimbursement of those costs by the Supplier.

5. Supplier's warranties and representations

The Supplier warrants and represents, when applying for a Supplier Account and each time the Supplier accepts an Order, that it:

(a) holds a valid Australian Business Number in respect of a business or undertaking, and all its sales of Products on the Platform are for the purpose of such business or undertaking;

(b) if the Supplier is a body corporate, is duly incorporated and validly exists under the laws of the jurisdiction in which it was incorporated;

(c) has full capacity, power and authority to enter into and perform its obligations under these Terms and each Contract;

(d) holds all registrations and authorizations required by law to carry on its business or undertaking, including in respect of the supply of Products, in Australia;

(e) is not Insolvent; and

(f) is an independent contractor to the Operator for the supply of Products. It is not the Operator's employee or agent and it will not make any representations on behalf of the Operator, or to enter into any commitment, agreement, contract, arrangement or understanding on behalf of the Operator.

6. Liability

6.1 Indemnity

The Supplier indemnifies the Operator on demand against any Loss the Operator suffers or incurs in connection with:

(a) any third party claim (including any claim by any Customer or any contractor (including a technology or cloud service provider) or licensor to the Operator in connection with the Platform) or any action by a Government Agency arising from or in connection with:

1.any breach of these Terms or a Contract by the Supplier; or

2.the Content provided or the supply of Products via the Platform by or for the Supplier (including any infringement of any party's intellectual property rights); or

(b) any action the Operator takes in relation to product safety or product corrections, withdrawals or recalls in respect of the Products, including in relation to any matter notified by the Supplier pursuant to clause 2.9.

6.2 Limitation of liability

The Operator is not liable for any Loss suffered or incurred by the Supplier under or in connection with the Platform, these Terms or any Contract except:

(a) for and to the extent of amounts payable by the Operator to the Supplier under clause 3.3(b); or

(b) to the extent any consumer guarantee under the Australian Consumer Law applies to a supply by the Operator, in which case the Operator's liability for Loss because of a breach of such consumer guarantee is limited to:

1.in the case of goods, any one of (at the Operator's election) replacing the goods or supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods or paying the cost of having the goods repaired; and

2.in the case of services, either (at the Operator's election) resupply of the services or paying the cost of having the services supplied again.

6.3 Entire agreement

(a) The Supplier is entering into these Terms based on its own forecasts, research and desire to grow its business via the Platform and has not relied on any terms, representation, projection, prediction or statement in respect of the subject matter of these Terms that are not expressly included in these Terms or separately agreed by the Operator in writing. Any condition or warranty which would be implied by law into these Terms is excluded. Without limiting the foregoing, the Operator does not represent or warrant that the Platform will be available at all times, that access will be uninterrupted, that there will be no delays, failures, errors or omissions or loss of transmitted information, that no Contaminant will be transmitted or that no damage will occur to the Supplier's IT systems in connection with the Platform or these Terms.

(b) The Supplier agrees that each Contract states all of the express terms in respect of the supply of Products under that Contract, and all other terms, including any appearing on or with the Supplier's acceptance of any Order or invoice, are excluded and do not apply to the supply of the Products.

6.4 No action against certain third parties in respect of the Platform

The Supplier agrees not to make any claim or commence or pursue any proceedings, in connection with the Platform, these Terms or any Contract, against any technology or cloud service provider to the Operator or any employee of the Operator or its related bodies corporate in respect of the Platform.

7. Intellectual property

(a) The Supplier acknowledges and agrees that all intellectual property rights in the Platform including the software underlying and documentation made available in connection with the Platform are owned by the Operator or its licensors, and the Supplier agrees not to:

1.use in any way the Platform or the software or documentation for the purpose of designing, performing, providing or selling similar, equivalent or substitute products and services;

2.adapt, modify, transform or change the Platform, software or documentation in any way, for any reason whatsoever, including to correct malfunctions;

3.decompile, reverse engineer or disassemble all or any part of the Platform or software;

4.sell, transfer or rent, whether for payment or free of charge, all or part of the Platform, software, documentation or rights of use of the Platform under these Terms;

5.directly or indirectly transcribe or translate into another language the Platform or the software or documentation;

6.alter, crack or circumvent any anti-piracy measures, including access codes or user names; or

7.release and/or market, whether for payment or free of charge, including under lease, the Platform or the software or documentation in any way, whether by way of a derivative work or otherwise.

(b) The Supplier also acknowledges and agrees that:

1.the Operator owns the intellectual property rights to any customisations, configurations and interfaces it makes to the Platform or the software; and

2.the Operator also owns all intellectual property rights in its branding, trademarks and other content that it contributes, develops or creates which constitute the visual elements of the Platform, other written content viewable on the Platform and other aspects contributing to the 'look and feel' of the Platform.

(c) The Supplier acknowledges and agrees that:

1.the Supplier has no right, title or interest in or to the Platform or the intellectual property rights referred to in clauses 7 (a) and 7(b), other than any rights to use the Platform expressly provided under these Terms; and

2.if the Supplier provides any feedback to the Operator concerning the functionality or performance of the Platform, the Supplier agrees that the Operator and its licensors are free to use and disclose this feedback without payment to the Supplier or any other restriction.

(d) The Supplier grants the Operator a non-exclusive, transferable, royalty-free licence to use and modify the Content the Supplier uploads to the Platform for the Operator to operate all features of the Platform and provide associated services. The licence is perpetual in respect of Content which forms part of the master record for a Product (e.g. product descriptions and images, etc.), and the licence in respect of other Content is for the duration of the operation of the Supplier Account.

(e) You acknowledge the ownership of our trademarks and our other intellectual property and undertake to not use publicly for publicity, promotion, or otherwise, our logo, name, trademarks, including, but not limited to, “Paramount Liquor” or any abbreviation, or adaptation thereof, including on social media, TV, radio, digital or otherwise without our prior, written, express consent. We may withhold such consent in our absolute discretion.

8. Data, confidentiality and privacy

8.1 Communications

(a) The Supplier must use the Platform's functionality for all communications with Customers specific to the transactions conducted via the Platform, for example communications relating to acceptance of or changes to Orders, delivery and Customer claims.

(b) While confirmation of delivery must occur via the Platform, the Supplier may also use other communication facilities, such as email or SMS as consented to by the Customer in writing, for fulfilment communications such as delivery status updates or post-delivery queries not in the nature of a Customer claim.

8.2 Disclosure, use and ownership of data

(a) Subject to clause 8.2(b), the Operator will hold the following information as confidential and not disclose it except as permitted by these Terms:

1.the fact that the Supplier has supplied Products to a particular Customer via the Platform and the full list of Customers to whom the Supplier has supplied Products via the Platform; and

2.the fact that the Supplier has supplied a particular Product to a particular Customer via the Platform and the full list of Products that the Supplier has supplied to a particular Customer via the Platform, (Supplier Data).

(b) The Operator may:

1.to avoid doubt, use the Supplier Data to:

A. register the Supplier Account;

B. operate the features of the Platform;

C. process transactions; and

D. perform any other activity in which the Operator is involved as operator of the Platform (for example, dispute resolution and provision of optional or additional services in connection with the Platform); and

2.disclose the Supplier Data where required by applicable law or Government Agency.

(c) The Supplier agrees that any other data or information on or available through the Platform which is not Supplier Data (Operator Data) is (as between the Supplier and the Operator) owned by the Operator, and, to the extent that the Supplier has access to Operator Data, the Supplier must hold that Operator Data as confidential and not disclose, use or commercialise it except as permitted by these Terms.

(d) The Operator agrees that the Supplier may use Operator Data which is transaction data (Products sold, price and time of transaction) relating to its own Products sold to Customers under Contracts for the Supplier's own internal business purposes.

8.3 Confidentiality of these Terms

The Supplier must:

(a) hold the content of these Terms as confidential and not disclose it other than to the extent required by applicable law or Government Agency; and

(b) not use the content of these Terms other than for the purpose of exercising rights or performing obligations under these Terms.

8.4 Privacy and Personal Information

(a) The Paramount Liquor Privacy Policy governs how the Operator will use or disclose Personal Information relating to these Terms, the Supplier Account or the transactions that occur using the Platform.

(b) The Supplier acknowledges and agrees that:

1.Personal Information collected by the Operator on the Platform may be transmitted, stored, used and disclosed outside of Australia; and

2.for any Personal Information that the Supplier uploads to the Platform, the Supplier must obtain and maintain any required authorisations or consents for any collection, use, disclosure or other dealing with such Personal Information in accordance with these Terms and the Paramount Liquor Privacy Policy.

(c) The Supplier must:

1.comply with all applicable laws including the Privacy Act 1988 (Cth) relating to Personal Information collected, held or disclosed by the Supplier in connection the Platform; and

2.only use or disclose Personal Information about any individual connected with a Customer, including any names, addresses, email addresses and phone numbers, to the extent necessary for the performance of the Supplier's obligations under these Terms or a Contract and ensure that any persons who the Supplier permits access to such Personal Information for that purpose also comply with this requirement. Without limiting the foregoing, the Supplier must not use any such details to send any marketing, advertising or promotional material.

9. Changes to the Platform

The Operator may change, suspend or discontinue any aspect of the Platform at any time, including any API or the layout or availability of any of the Platform's content and features, provided that the Operator will endeavour to give the Supplier at least 30 days' notice of any planned discontinuation of the Platform as a whole.

10. Term, Terminations and Supplier Account Suspension

10.1 Term

(a) These Terms will commence on registration of a Supplier Account and will continue until terminated in accordance with this clause 10.

(b) These Terms automatically terminate on termination of the Supplier Account.

10.2 Termination and suspension of the Supplier Account

(a) Either party may terminate the Supplier Account (including the Supplier's access to the Platform) without cause on 90 days' notice.

(b) The Operator may suspend or terminate the Supplier Account immediately on notice to the Supplier where the Supplier:

1.breaches these Terms;

2.is the subject of multiple or persistent complaints from any one or more Customers;

3.is or becomes Insolvent;

4.commits any misconduct or act of fraud or dishonesty; or

5.acts in any way such that the continued association with the Supplier may in the Operator's reasonable opinion bring into disrepute or damage the reputation of the Operator or the Platform.

(c) Where the Supplier Account is suspended under clause 2.8 (b) or clause 10.2(b):

1.the Supplier may request the reactivation of its Supplier Account by promptly providing:

A. any explanations or reasoning it wishes the Operator to consider (e.g. in relation to any failures leading to the triggering of Suspension Criteria); and

B. a 'plan of action' for correcting the problems that contributed to the Supplier Account being suspended (Plan of Action), and the Operator may in its discretion reactivate the suspended Supplier Account; and

2.if the suspended Supplier Account is not reactivated within 28 days after the suspension, or where the Supplier Account is reactivated but the Supplier does not comply with any agreed Plan of Action, the Operator may terminate the Supplier Account immediately on notice to the Supplier.

(d) During any suspension of the Supplier Account, the Supplier will be unable to accept Orders, and the Offers listed by the Supplier on the Platform will be removed from the Platform.

(e) If the Supplier Account is suspended or terminated, the Supplier will still be bound under these Terms in respect of existing Contracts at the time of the suspension or termination, including in relation to resolving claims by Customers via the Incident Management Functionality on the Platform, and the Operator will make available to the Supplier only those elements of the Platform which the Supplier requires in relation to such Contracts and claims during the suspension and for a reasonable period after termination. The Operator will otherwise remove all remaining access to the Platform once those Contracts have been performed and any pending claims are resolved in accordance with these Terms during the suspension period or following termination.

10.3 Survival

Without limiting the survival of provisions that by their nature are intended to survive the termination of these Terms, clauses 2.9, 3.4, 6, 7, 8.2, 8.3, 8.4, 10.2(e), 11.1, 11.3, 11.5 and 12 survive termination of these Terms.

11. General

11.1 Governing law

These Terms are governed by the law of Victoria, Australia.

11.2 Force majeure

The Operator is not liable for any failure or delay in performing its obligations for reasons or events outside its reasonable control.

11.3 Resolution of disputes

(a) Before commencing Court proceedings (other than for urgent interlocutory relief) in respect of any complaint or dispute in connection with these Terms or the Platform (Dispute), a party (Disputing Party) must notify the other party (Respondent) in writing of the Dispute and the parties must comply with this clause 11.3.

(b) The Respondent must consider the Dispute, including any information provided by the Disputing Party about the circumstances of the Dispute, and provide a response to the Disputing Party within a reasonable period of time.

(c) If the Disputing Party is not satisfied with the Respondent's response to the Dispute (or the Respondent does not respond within a reasonable period of time), the Disputing Party must notify the Respondent and the parties must use all reasonable efforts to resolve the Dispute within 20 Business Days after the Disputing Party's notice under this clause 11.3 (c) (Dispute Notice).

(d) If after the 20-Business Day Period referred to in clause 11.3(c) the Dispute has not been resolved, each party must refer the Dispute to a senior executive of that party and procure that the senior executive promptly commences discussions and negotiations with the other party's senior executive, in good faith in an effort to resolve the Dispute.

(e) If the Dispute has not been resolved within 40 Business Days after the Disputing Party's Dispute Notice, either party may take any further steps (including, commencing proceedings).

11.4 Variation of the Terms and Supply T&Cs

(a) The Operator may vary these Terms and the Supply T&Cs from time to time (Variation) by notice to the Supplier. Unless clause 11.4(b) applies, Variations will take effect:

1.where the Variation adversely affects the Supplier, 14 days (or any later date specified by the Operator) after the Operator's notice of the Variation; or

2.otherwise, 1 day (or any later date specified by the Operator) after the Operator's notice of the Variation.

(b) If, at the date these Terms are entered into by the Supplier and the Operator, a Variation is scheduled but has not yet taken effect, the Supplier will be required to acknowledge and agree to the Terms then applicable, the Variation, and the effective date of the Variation, and the minimum notice period provided under clause 11.4(a) will not apply for such Variation.

(c) Except where clause 11.4 (b) applies, where the Variation adversely affects the Supplier, the Supplier may terminate these Terms by notice to the Operator before the effective date of the Variation referred to in clause 11.4(a)(1), with such termination taking effect immediately before such date.

(d) Without limiting clause 11.4(a), Variations may include a variation of the Platform Fees or Suspension Criteria or a requirement for the Supplier to pay additional fees for additional services offered by the Operator from time to time via the Platform.

11.5 Notices

(a) The Operator may issue notices to the Supplier in connection with these Terms via the Supplier Account, including the email address provided by the Supplier for the Supplier Account.

(b) Except as otherwise provided for in these Terms, the Supplier must issue notices to the Operator in connection with these Terms to marketplace@paramountliquor.com.au.

11.6 No waiver

Neither party may rely on the words or conduct of the other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

11.7 No assignment

(a) The Supplier must not assign its rights under these Terms without the prior written consent of the Operator.

(b) The Operator may assign its rights under these Terms to a related body corporate or a buyer of all or substantially all of the assets to which these Terms relate.

11.8 Invalidity and enforceability

(a) If any provision of these Terms is invalid under the law of any jurisdiction the provision is enforceable in that jurisdiction to the extent that it is not invalid, whether it is in severable terms or not.

(b) Clause 11.8 (a) does not apply where enforcement of the provision of these Terms in accordance with clause 11.8 (a) would materially affect the nature or effect of the parties' obligations under these Terms.

12. Interpretation

In these Terms, bold terms have the meanings specified above, and:

(a)'Acceptable Quality'has the meaning given in the Australian Consumer Law.

(b)'Australian Consumer Law'means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

(c)'Bulk Released Payment Frequency'means weekly or such other frequency agreed by the Operator and the Supplier.

(d)'Business Day'means a day on which banks are open for business in Melbourne, Australia, other than a Saturday, Sunday or public holiday in that city.

(e)'Customer'means a person or entity who holds an Australian Business Number in respect of a business or undertaking and who is accepted by the Operator in its discretion for registration to hold an account on the Platform as a buyer of products from time to time (and whose registration and/or account has not been terminated by the Operator).

(f)'Customer Terms'means the terms and conditions applicable to Customers for access to and use of the Platform at www.paramountliquor.com.au as varied by the Operator from time to time.

(g)'Confirmed Products'means the Products which are the subject of an Order that has been accepted by the Supplier.

(h)'Contaminant'means any virus, malware or any other code, software routines or hardware components designed or intended to have, or capable of performing, any of the following functions:

1.disrupting, disabling, harming or otherwise impeding in any manner the operation of, or permitting or causing unauthorised access to, a system, network or other device or any information contained thereon or processed thereby; or

2.damaging or destroying any data or file without the user's consent.

(i)'Government Agency'means any government or governmental, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world.

(j)'GST Act'means A New Tax System (Goods and Services Tax) Act 1999.

(k)'Incident Management Functionality'means the functionality on the Platform for Customers to raise claims and suppliers to respond to and resolve such claims in relation to contracts for the supply of products or associated services.

(l)'Insolvent'includes the occurrence of the appointment of an administrator, merger, amalgamation, reconstruction, winding-up, dissolution, deregistration, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or any similar procedure or, where applicable, changes in the constitution of any partnership or person, or death.

(m)'Loss'means any damage, expense, loss, cost or liability however caused (including by negligence).

(n)'Offer'means a specific set of terms in relation to the sale of a Product offered by the Supplier on the Platform, such as in relation to price, minimum quantity, available quantity, delivery zone availability, delivery lead time, etc.

(o)'Order'means an order via the Platform made by a Customer for Products.

(p)'Paramount Liquor Group'means Marlau Nominees Pty Limited and each of its related bodies corporate and its subsidiaries (if any) and Paramount Liquor Group Member means any member of the Paramount Liquor Group.

(q)'Paramount Liquor Privacy Policy'means the privacy policy at www.paramountliquor.com.au as varied from time to time subject to clause 11.4(a).

(r)'Personal Information'means personal information as defined under the Privacy Act 1988 (Cth).

(s)'Platform Fees'means the fees as described in the Schedule.

(t)'Products'means the goods and associated services that the Supplier lists on the Platform from time to time for sale and supply to Customers.

(u)'Released Payment'means a payment received by the Operator from a Customer for Confirmed Products and which is released on the Platform for payment to the Supplier following confirmation of delivery of those Confirmed Products to the Customer.

(v) 'Restricted' Products means:

1.tobacco products;

2.any other products such as knives or other sharp objects, the sale of which is subject to minimum age requirements under any applicable law; and

3.any other products which otherwise require a permit, licence or accreditation in connection with the business or undertaking carried on by the Supplier.

(w)'Return Policy'means the Operator's policy for returns and replacements of, and refunds for, Products at www.paramountliquor.com.au as varied by the Operator from time to time in accordance with clause 11.4.

(x)'Supplier'means the person or entity identified as such in their application for registration of a Supplier Account and which has entered into these Terms with the Operator.

(y)'Supplier Return Policy'means the Supplier's own policy (if any) relating to returns and replacements of, and refunds for, Products that meets the requirements of clause 4(a).

(z)'Supply T&Cs'means the terms on which the Operator offers to sell Products to Customers via the Platform, and which form part of a Contract, as varied by the Operator from time to time in accordance with clause 11.4.

(aa)'Suspension Criteria'mean the criteria for suspension of the Supplier Account displayed on the Quality Control panel of the Platform, as varied by the Operator from time to time in accordance with clause 11.4.

(bb)'Terms'means these terms including any schedule and any document linked to or incorporated in these terms by reference, including the Return Policy and the Paramount Liquor Privacy Policy.

(cc) The singular includes the plural and the plural includes the singular and specifying anything after the words 'include' or 'for example' or similar expressions does not limit what else is included.

Loyalty Program terms and conditions

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Introduction

1.1These Terms and Conditions govern the Paramount Liquor Evolution Rewards program (Program). The Program is operated by Marlau Nominees Pty Ltd (ABN 18 056 365 327) and Tambavale (Qld) Pty Ltd (ABN 90 109 550 218), together, trading as Paramount Liquor (Paramount Liquor, we, us or our).

1.2By participating in the Program, a Member agrees to be bound by these Terms and Conditions and the Privacy Policy.

1.3The current version of these Terms and Conditions is published atparamountliquor.com.au. We may change these Terms and Conditions or the Program in accordance with clause 4.

2. Key Terms

2.1In these Terms and Conditions:

2.2In these Terms and Conditions, headings are for convenience only, “including” is not a word of limitation, a reference to dollars is to Australian dollars and, unless stated otherwise, amounts are inclusive of GST, and a reference to time is to Melbourne, Victoria time.

3. Eligibility and Membership

3.1Membership is open only to business customers of Paramount Liquor that hold a current Liquor Licence and are not, in Paramount Liquor's reasonable opinion, in breach of these Terms and Conditions or any other agreement with Paramount Liquor.

3.2A business that satisfies clause 3.1 is automatically enrolled when it becomes a Paramount Liquor customer. Membership is offered at Paramount Liquor's discretion and may be declined or withdrawn on reasonable grounds by Notice to the relevant business.

3.3A Member must promptly notify Paramount Liquor of any change to its legal name, trading name, trading address, billing details, contact details, Liquor Licence or other registered details. Paramount Liquor is not responsible for loss arising from incorrect or outdated information supplied by a Member.

3.4A Member may cancel its Membership at any time by written notice to Paramount Liquor. On cancellation, all unredeemed Points in that Membership Account are cancelled immediately. A Member should redeem any Points it wishes to use before cancelling its Membership.

4. Changes, Suspension and Termination of the Program

4.1Paramount Liquor may change these Terms and Conditions or any aspect of the Program, including earn rates, redemption rates, Eligible Purchases, Rewards, Benefits, Tier requirements, fees, expiry rules and Partner arrangements.

4.2Paramount Liquor will publish amended Terms and Conditions at paramountliquor.com.au. If a change will have more than a minor detrimental impact on Members, Paramount Liquor will give at least 30 days' prior Notice, unless the change is required sooner by law, regulatory direction, fraud prevention, security, correction of a system or data error, or the genuine operational integrity of the Program.

4.3A change with more than a minor detrimental impact applies prospectively only to Points, Status Credits, transactions, Rewards and Benefits accrued or arising on or after the date the change takes effect, except to the extent the change is required by law, regulatory direction, fraud prevention, security, correction of a system or data error, or the genuine operational integrity of the Program.

4.4Paramount Liquor gives no warranty that the Program will continue indefinitely. Paramount Liquor may suspend or terminate the Program on at least 60 days' prior Notice. During that Notice period, Members may redeem Points in accordance with these Terms and Conditions.

4.5Paramount Liquor may suspend or terminate the Program immediately if Paramount Liquor ceases to carry on business, suffers an Insolvency Event, is legally unable to continue the Program, or a material system, platform, Partner or supplier arrangement required for the Program is no longer available and Paramount Liquor cannot reasonably obtain an alternative.

4.6If a Reward ceases to be available after a Member has redeemed Points for that Reward, Paramount Liquor will, at the Member's option, either refund the Points redeemed or provide an alternative Reward of equal value, unless the issue arose from the Member's breach, fraud or misuse.

5. Earning Points and Status Credits

5.1To earn Points or Status Credits, a Member must order through paramountliquor.com.au. Points and Status Credits are only earned on Eligible Purchases and eligible transactions occurring after the Member's joining date.

5.2Points and Status Credits are credited to the Membership Account of the Member that made the relevant Eligible Purchase or entered into the relevant transaction, unless Paramount Liquor expressly agrees otherwise.

5.3Points and Status Credits are not earned on products or services that are cancelled, refunded or returned. Paramount Liquor may reverse or deduct any Points or Status Credits awarded for those products or services.

5.4Points and Status Credits are not earned on:

• orders placed through the Paramount Liquor Customer Experience team or a Customer Solutions Manager;

• free or sample products;

• charge-throughs;

• purchases excluded under a separate agreement between Paramount Liquor and the Member or the group of which the Member forms part; or

• any other purchase category published by Paramount Liquor as excluded before the relevant transaction.

5.5A Status Bonus is applied for Silver, Gold and Platinum Members at the rate published at paramountliquor.com.au for eligible purchases to which the Status Bonus applies. The applicable Tier is the Tier in force at the time of the relevant purchase.

5.6A Member must regularly review its Activity Statement and notify Paramount Liquor of any omission, incorrect entry or discrepancy for a Paramount Liquor Eligible Purchase within 12 months of the Accrual Date. For Partner transactions, the Member must notify Paramount Liquor or the relevant Partner within 6 months of the relevant date, or any shorter period specified by the Partner.

5.7Paramount Liquor may reverse or cancel any Points or Status Credits credited incorrectly, in error, by system failure, by fraud or misuse, or otherwise not in accordance with these Terms and Conditions.

6. Nature and Expiry of Points

6.1Points are promotional benefits only. They are not money, stored value, credit, a gift card, a security, property of the Member or held on trust by Paramount Liquor. Points cannot be sold, transferred, assigned, converted to cash or redeemed except in accordance with these Terms and Conditions.

6.2Points expire by reference to the Member's Tier at the Accrual Date, as shown below. The Tier at the Accrual Date is fixed for the life of those Points; later Tier changes do not alter their expiry treatment. Points awarded as a Level-Up Bonus, and any other Points expressly designated by Paramount Liquor as non-expiring at the time of award, do not expire by time, but remain subject to the inactivity rule in clause 6.4.

6.3If Points would otherwise expire on a date other than 30 June, those Points expire on the first Annual Expiry Date occurring on or after that date.

6.4If a Membership Account has no Earning Activity for 6 consecutive calendar months, all Points in that account expire on the next Annual Expiry Date, including Platinum Points and non-expiring bonus Points.

6.5Paramount Liquor will give affected Members written Notice of proposed Points expiry at least 30 days before the relevant Annual Expiry Date, stating the expected number of Points due to expire, the Annual Expiry Date and any steps the Member may take to redeem the Points before expiry. The primary Notice obligation is conditional on the Member having provided and kept current accurate contact details.

6.6Paramount Liquor will use reasonable endeavours to send a reminder at least 7 days before the relevant Annual Expiry Date but is not liable for failure or delay caused by matters beyond its reasonable control. No Notice is required where no Points are scheduled to expire. Any expiry figure in a Notice is indicative only; the binding figure is the number of Points that expire under these Terms and Conditions on the relevant Annual Expiry Date.

6.7Expired Points cannot be re-credited or reinstated, except where expiry resulted from Paramount Liquor's manifest administrative error and the Member notifies Paramount Liquor within 3 months after the expiry date.

7. Tiers, Status Credits and Assessment

7.1The Program has four Tiers: Bronze, Silver, Gold and Platinum. Bronze is the entry Tier. A Member may move up, move down or remain unchanged at each Assessment Date. A Tier does not change between Assessment Dates.

7.2Status Credits are earned on Eligible Purchases at the rate published at paramountliquor.com.au (or advised from time to time) and notified at the time of purchase. Status Credits are not earned on the excluded categories listed in clause 5.4.

7.3A Status Credit expires 6 months after the date of the Eligible Purchase for which it was awarded. Expiry of a Status Credit between Assessment Dates does not, by itself, change the Member's Tier.

7.4The minimum Status Credits required to attain or retain each Tier are published at paramountliquor.com.au (or are advised from time to time) and may be changed under clause 4.

7.5For Members as at the 29 May 2026, the first Assessment Date is 30 July 2026. For Members who join on or after 29 May 2026, the first Assessment Date is 6 months after the join date. After the first Assessment Date, assessment occurs every 3 months.

7.6At each Assessment Date, a Member's Tier is determined by reference to the Status Credits credited to, and not expired from, the Membership Account during the Rolling Assessment Period ending on that Assessment Date.

7.7Paramount Liquor will give written Notice of any Tier movement within 14 days after the relevant Assessment Date.

7.8Paramount Liquor may, acting reasonably, set or vary an Assessment Date for a particular Member where appropriate, including to correct a data, system or operational error. Paramount Liquor will give Notice of any variation.

7.9A Level-Up Bonus may be awarded where a Member's Tier increases at an Assessment Date. If a Member moves up more than one Tier at a single Assessment Date, the Member receives only the Level-Up Bonus for the highest Tier achieved. A Member may receive no more than one Level-Up Bonus in any rolling 12-month period. Level-Up Bonus amounts are published at paramountliquor.com.au and may be changed under clause 4.

7.10Paramount Liquor may offer additional Tier-based benefits from time to time. Details and any additional conditions are published at paramountliquor.com.au.

8. Redeeming Points for Rewards

8.1Rewards are subject to availability, capacity controls, supplier terms, redemption terms and any additional terms displayed at the time of redemption.

8.2The number of Points required for a Reward is determined by Paramount Liquor and may change before redemption without prior Notice. Paramount Liquor does not warrant or represent the underlying value of any Reward, other than the face value of a voucher or gift card denominated in dollars.

8.3A Member must have enough Points in its Membership Account when a redemption is processed and must pay any additional amount specified at the time of redemption, including freight, tax, fee or charge. Any monetary payment must be made using an Accepted Payment Card.

8.4Any credit or refund relating to a Reward will be made in Points to the extent the Member used Points for that Reward.

8.5Paramount Liquor may, before redemption and without prior Notice, withdraw, limit, modify, cancel, increase or decrease any Reward, offer terms or Reward quantity. This does not affect a Reward already redeemed, which is dealt with under clause 4.6.

8.6Where a Reward is a voucher, gift card or other instrument issued by Paramount Liquor or a third party supplier, it is subject to the issuer's terms, displayed expiry date and supplier conditions. To the extent the gift card laws under the ACL apply and cannot be excluded, they prevail. To the extent a voucher or gift card is supplied as part of the Program and is exempt from the 3-year minimum expiry rule, the displayed expiry date applies.

8.7Members are responsible for any income tax, fringe benefits tax, GST or other tax consequences arising from participation in the Program or receipt of Rewards or Benefits. Paramount Liquor recommends that Members obtain their own tax advice.

8.8Any competition, trade promotion or promotional offer run in connection with the Program is subject to separate terms published by Paramount Liquor at the time of the relevant competition, trade promotion or offer. Those terms apply in addition to these Terms and Conditions and prevail to the extent of any inconsistency for that competition, trade promotion or offer.

9. Account Access, Authority and Member Conduct

9.1Paramount Liquor may, but is not required to, issue a membership card or membership number. Any card remains the property of Paramount Liquor, must be returned on request and is not a payment instrument.

9.2A Member must keep secure, and ensure its officers, employees, contractors and agents keep secure, all login credentials, passwords, cards, membership numbers and other means of access to its Membership Account. The Member must promptly remove access for any person who ceases to be authorised.

9.3A Member must notify Paramount Liquor as soon as reasonably practicable of any loss, theft, compromise or unauthorised use of its Membership Account, login credentials, password, card or membership number. The Member remains liable for all use of its Membership Account until Paramount Liquor is notified.

9.4A Member must ensure that only authorised representatives access, manage or redeem Points on its behalf. The Member warrants that each redemption is authorised by the Member and is for the benefit of the Member's business, unless the Member has expressly authorised another use.

9.5A Member must not, and must ensure that its officers, employees, contractors and agents do not, use the Program in a way that breaches any applicable law, liquor licensing requirement, responsible service obligation, procurement policy, gifts and benefits policy, conflict of interest policy, anti-bribery policy or other internal approval requirement of the Member.

9.6A Member must not, and must ensure that its officers, employees, contractors and agents do not:

• (a) engage in illegal, fraudulent, misleading, deceptive, abusive or improper conduct in connection with the Program;

• (b) sell, assign, transfer or acquire Points, Rewards or Benefits, except as permitted by these Terms and Conditions;

• (c) access or attempt to access any account or part of the Program without authorisation;

• (d) use automated systems, scripts, bots or scraping tools to access, monitor, copy or interfere with the Program;

• (e) manipulate or attempt to manipulate Points, Status Credits, Tier assessments or any Program feature, including by exploiting an error or unintended functionality;

• (f) structure transactions for the principal purpose of earning Points or Status Credits without genuine commercial purpose; or

• (g) act in a hostile, abusive or aggressive manner towards any Paramount Liquor employee, contractor or agent.

9.7Paramount Liquor may suspend or refuse a redemption if it reasonably suspects fraud, misuse, bribery, corruption, a secret commission, an undisclosed conflict of interest or other improper conduct. Paramount Liquor will give Notice of the suspension or refusal and the reason for it, and will reinstate the redemption, provide an equivalent Reward or refund the Points where reasonably satisfied that no such conduct was involved.

10. Suspension, Termination and Transfers of Membership

10.1If a Member commits a material breach of these Terms and Conditions, fails to pay any amount due to Paramount Liquor by the due date, or acts in a way that may compromise the security, integrity or lawful operation of the Program, Paramount Liquor may, where reasonable having regard to the nature and seriousness of the matter:

• (a) suspend or terminate the Membership or access to the Membership Account;

• (b) reverse or cancel all or part of the Member's Points or Status Credits; or

• (c) cancel or refuse to honour a Reward or Benefit redeemed by or provided to the Member.

10.2Except where immediate action is reasonably necessary to prevent fraud, misuse, security risk, unlawful conduct or Program integrity risk, Paramount Liquor will give the Member Notice of the proposed action and the reason for it. The Member will have 14 days to respond, including by rectifying the breach where possible.

10.3A Membership terminates automatically on the earliest of:

• (a) sale, closure or transfer of the Member's business;

• (b) closure of the Member's account with Paramount Liquor;

• (c) an Insolvency Event affecting the Member;

• (d) revocation, suspension or expiry without renewal of the Member's Liquor Licence; or

• (e) the Member ceasing to be a customer of Paramount Liquor for more than 24 consecutive months.

10.4All Points accrued but not redeemed at the time of termination are cancelled with effect from the date of termination.

10.5Points are not transferable, except between entities under common ownership with Paramount Liquor's prior written consent.

11. Activity Statements, Errors and Complaints

11.1A Member may view its Activity Statement by logging in to its Membership Account at paramountliquor.com.au or by contacting Paramount Liquor Customer Experience atcheers@paramountliquor.com.au.

11.2Paramount Liquor may investigate, correct, reverse or adjust any Activity Statement entry, Points balance, Status Credit balance, Tier assessment or redemption where it reasonably considers there has been an error, fraud, misuse or breach of these Terms and Conditions.

11.3A Member with a complaint about the Program may contact Paramount Liquor Customer Experience atcheers@paramountliquor.com.auor write to Paramount Liquor Customer Experience, 54 Hunter Road, Derrimut VIC 3030. Paramount Liquor will use reasonable endeavours to acknowledge a complaint within 5 Business Days and resolve it within 30 days, although complex matters may take longer.

11.4Nothing in this clause limits a Member's ability to raise a complaint with an external regulator, including the ACCC, OAIC or ACMA.

12. Privacy, Operational Communications and Marketing

12.1Paramount Liquor handles personal information in connection with the Program in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles and the Privacy Policy. If the Privacy Policy and this clause are inconsistent, the Privacy Policy prevails on matters of detail and this clause prevails on express consents given under these Terms and Conditions.

12.2Paramount Liquor may collect personal information about the Member and individuals associated with the Member, including directors, officers, employees, contractors and authorised representatives, from the Member, related bodies corporate, Partners, service providers and publicly available sources.

12.3Paramount Liquor may collect, use and disclose that information to operate the Program, verify eligibility, award and track Points and Status Credits, process redemptions, communicate with Members, detect and prevent fraud, manage complaints, improve services, conduct market and behavioural research, generate customer insights, comply with law and undertake direct marketing where permitted by law.

12.4Paramount Liquor may disclose personal information to related bodies corporate, Partners, IT and cloud providers, payment processors, customer experience providers, marketing service providers, market research providers, fraud prevention providers, professional advisers, regulators, courts and law enforcement agencies. Some recipients may be located outside Australia, as described in the Privacy Policy.

12.5If a Member or its personnel do not provide information reasonably requested for the Program, Paramount Liquor may be unable to provide some or all Benefits.

12.6Paramount Liquor may send operational communications about the Program, including communications about Points, expiry, Tier status, redemptions, account security, complaints and changes to these Terms and Conditions. Operational communications are necessary for the Program and are not direct marketing. A Member cannot opt out of operational communications while remaining a Member.

12.7Paramount Liquor may send direct marketing communications where it has consent or is otherwise permitted by law, including news, offers and updates about the Program, Paramount Liquor's goods and services, Partner offers promoted by Paramount Liquor, targeted offers, competitions, events and promotions. By participating in the Program, the Member consents to receiving direct marketing from Paramount Liquor by email, SMS, in-app notification, post, telephone and other means.

12.8Each commercial electronic message sent by Paramount Liquor will identify the sender, include current contact details and contain a functional unsubscribe facility where required by the Spam Act. Paramount Liquor will action unsubscribe requests within the period required by law and, in any event, within 5 Business Days.

12.9A Member may opt out of direct marketing at any time by using the unsubscribe function, replying STOP to SMS where specified, asking to be removed during a marketing call, or contacting Paramount Liquor Customer Experience. Opting out does not affect operational communications but may affect the Member's ability to receive promotional offers or marketing-based Benefits.

12.10A Member, or the individual to whom personal information relates, may request access to or correction of personal information held by Paramount Liquor, or make a privacy complaint, by contacting Paramount Liquor Customer Experience atcheers@paramountliquor.com.auor writing to Paramount Liquor Customer Experience, 54 Hunter Road, Derrimut VIC 3030.

13. Liability and Consumer Law

13.1Nothing in these Terms and Conditions excludes, restricts or modifies any guarantee, term, condition, warranty or right that cannot lawfully be excluded, restricted or modified (Non-Excludable Rights).

13.2Subject to clauses 13.1 and 13.3, and to the maximum extent permitted by law, Paramount Liquor and its related bodies corporate, officers, employees, contractors and agents are not liable for any loss, damage, cost, expense or claim of any kind, including consequential loss, economic loss or loss of profits, arising under or in connection with the Program, except to the extent caused by their negligence or wilful misconduct.

13.3To the extent permitted by section 64A of the ACL and any equivalent law, Paramount Liquor's liability for breach of a Non-Excludable Right in respect of goods or services not ordinarily acquired for personal, domestic or household use or consumption is limited, at Paramount Liquor's election, to:

• (a) for goods: replacement, supply of equivalent goods, repair, or payment of the cost of replacement, supply or repair; and

• (b) for services: supplying the services again or paying the cost of having the services supplied again.

14. Notices and General

14.1Paramount Liquor may give Notice to a Member by email, SMS, in-app or on-platform notification, notice on the Activity Statement, post to the last notified trading address, or publication at paramountliquor.com.au for notices of general application.

14.2A Notice from Paramount Liquor is deemed received: if sent by email, SMS or in-app notification, on the day of sending or the next Business Day if sent on a non-Business Day; if posted, 3 Business Days after posting; and if published online, on publication.

14.3Notices to Paramount Liquor must be sent tocheers@paramountliquor.com.auor Paramount Liquor Customer Experience, 54 Hunter Road, Derrimut VIC 3030, and are received when actually received by Paramount Liquor.

14.4These Terms and Conditions are governed by the laws of Victoria. Each party submits to the non-exclusive jurisdiction of the courts of Victoria and courts hearing appeals from them.

14.5If any provision is illegal, invalid or unenforceable, it is to be read down to the extent necessary to avoid that result or, if it cannot be read down, severed. The remaining provisions continue in force.

14.6A failure, delay or relaxation by Paramount Liquor in exercising a right or remedy is not a waiver. A waiver is only effective if given in writing by Paramount Liquor.

14.7A Member must not assign, novate or transfer its rights or obligations under these Terms and Conditions without Paramount Liquor's prior written consent. Paramount Liquor may assign, novate or transfer its rights or obligations to a related body corporate or to a third party acquiring all or substantially all of Paramount Liquor's business, on Notice to Members.

14.8Paramount Liquor is not liable for a failure or delay in performing obligations to the extent caused by events beyond its reasonable control, including natural disaster, fire, flood, pandemic, public health order, war, terrorism, civil unrest, strike, lockout, embargo, utility or telecommunications failure, cyber incident, platform outage, or government or regulatory action.

14.9Paramount Liquor's rights and remedies are cumulative and do not exclude any other rights or remedies available at law or in equity.

14.10Clauses 6.1, 6.7, 9, 10, 11, 12, 13 and 14, and any clause that by its nature is intended to survive, survive termination or suspension of the Program or Membership.

Schedule 1 – Transitional Provisions

1. Snapshot Tier.Paramount Liquor recorded each existing Member's Tier as at 29 May 2026 (Snapshot Date).

2. Pre-Effective Date Points.For Points accrued before 29 May 2026 and held in a Membership Account on that date, the Tier at the Accrual Date is taken to be the Member's Tier at the Snapshot Date. Accordingly:

• (a) Platinum Points do not expire by time under clause 6.2;

• (b) Gold and Silver Points expire 24 months after their Accrual Date, subject to the Annual Expiry Date rule; and

• (c) Bronze Points expire 12 months after their Accrual Date, subject to the Annual Expiry Date rule.

3. First Annual Expiry Date.The first Annual Expiry Date is 30 June 2026. On that date, pre-Effective Date Points whose 12-month or 24-month period has elapsed will expire in accordance with clause 6 and this Schedule.

4. Enhanced first expiry notice.For the first Annual Expiry Date, Paramount Liquor will display each affected Member's expected expiry balance on the online dashboard at paramountliquor.com.au from at least 30 days before 30 June 2026, publish a transitional FAQ explaining the Snapshot Date rule, and use reasonable endeavours to send an additional reminder through another available contact channel in the 7 days before 30 June 2026.

5. Post-Effective Date Points.Points accrued on or after 29 May 2026 are subject to clause 6 by reference to the Member's Tier at the Accrual Date.

6. Continuing Tier.Each Member's Tier as at 29 May 2026 continues until reassessed on the Member's first Assessment Date under clause 7.

7. Pre-Effective Date bonus Points.Points awarded as a tier progression or maintenance bonus before 29 May 2026 are subject to paragraph 2 of this Schedule, not the Level-Up Bonus rule in clause 6.2.

Frequently Asked Questions

These FAQs are guidance only and do not form part of the binding Terms and Conditions. If there is any inconsistency, the Terms and Conditions prevail.

Q1. When do my Points expire?

It depends on your Tier when you earned the Points. Platinum Points do not expire by age, but all Points expire if your account has no Earning Activity for 24 consecutive months. Gold and Silver Points expire 24 months after they are earned. Bronze Points expire 12 months after they are earned. Points only actually expire on the next 30 June after the calculated expiry date.

Q2. What happens to my existing Points balance on 30 June 2026?

Existing Points are treated as if they were earned at the Tier you held on 29 May 2026. Bronze Points earned more than 12 months earlier will expire. Silver and Gold Points earned more than 24 months earlier will expire. Platinum Points will not expire by age on 30 June 2026, but remain subject to the inactivity rule.

Q3. How is my Tier worked out?

Your Tier is reviewed on your Assessment Date. Existing Members are first assessed on 30 July 2026. New Members are first assessed 6 months after joining. After that, assessment occurs every 3 months based on Status Credits earned and not expired in the previous 6 months.

Q4. Do I get a Level-Up Bonus every time my Tier goes up?

Not necessarily. You can receive only one Level-Up Bonus at an Assessment Date, even if you move up more than one Tier. You can also receive no more than one Level-Up Bonus in any rolling 12-month period.

Q5. Will I be told before Points expire?

Yes. We will give affected Members written Notice at least 30 days before the relevant 30 June expiry date, subject to Members keeping their contact details current. We will also use reasonable endeavours to send a reminder at least 7 days before expiry.

Q6. Can Rewards or the Points needed to redeem them change?

Yes. Rewards and the Points required to redeem them can change before redemption. If you redeem Points for a Reward and it later becomes unavailable, we will offer either a Points refund or an alternative Reward of equal value, unless the issue arose from breach, fraud or misuse.

Credit Reporting Policy

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Introduction

This Credit Reporting Policy sets out how Marlau Nominees Pty. Ltd. ACN 056 365 327 and/or Tambavale (Qld) Pty Ltd ACN 109 550 218 including, but not limited to any subsidiary or associated entity and as trustee of any trust from time to time, and any other entity acquired or incorporated by or through the foregoing (“Paramount”) (referred to as “we”, “our”, or “us” in this policy) manages the personal information we obtain from credit reporting bodies (“CRBs”) and other types of credit-related personal information. We are committed to protecting your privacy and ensuring that we comply with thePrivacy Act 1988(Cth) and Privacy (Credit Reporting) Code 2025 as amended or replaced from time to time (“CR Code”).

This Credit Reporting Policy does not apply to the commercial credit we provide to companies. However it will apply to an individual who applies to us for commercial credit, and to other individuals we deal with in connection to the provision of commercial credit (such as directors and individual guarantors). If you are unsure whether this Credit Reporting Policy applies to you, please contact our Privacy Officer using the contact details set out below.

We conduct regular reviews of our policies and procedures, and we may change our Credit Reporting Policy from time to time. The most current version of our Credit Reporting Policy will be available on our website. A copy of our Credit Reporting Policy is also available free of charge by contacting our Privacy Officer using the contact details set out below. We will take reasonable steps to provide a copy of our Credit Reporting Policy in the form requested.

Important information relating to credit reporting

Under Part IIIA of the Privacy Act and the CR Code, there are several “notifiable matters” that we must disclose to you at or before the time of collecting personal information that is likely to be disclosed to a CRB. This Credit Reporting Policy contains important information about credit reporting, including information about the CRBs we may disclose your credit-related information to.

What types of credit-related information do we collect and hold?

The types of information we collect and hold may include:

• Identification details, such as your name, address(es), telephone number(s), date of birth, driver’s licence number, and current or last known employer

• Details of consumer and commercial credit you have applied for (including the type and amount of credit), where we have requested that information in connection with an application for credit and/or a guarantee

• Information about payment(s) of $150 or more which become more than 60 days overdue

• Information about new credit arrangements you may have made with a credit provider (such as variation of existing credit terms and conditions or the provision of new credit)

• Information about your current or terminated credit accounts (including the name of the credit provider, the date on which the credit was entered into and/or terminated, and the limit of the credit account)

• Advice that payments that were previously notified as unpaid are no longer overdue

• That we have made an information request about you to a CRB to assess a credit application and/or a guarantee

• That another credit provider, or a trade insurer, or a mortgage insurer, has made an information request about you to a CRB

• Information provided to us by a CRB, including information about you which assists us to assess your suitability for commercial credit or as a guarantor of commercial credit

• The type and amount of commercial credit we provide to you or that you have sought from us in a commercial credit application

• That you have offered to act as guarantor in relation to a commercial credit application made to us, or that you are acting as guarantor in relation to commercial credit provided by us

• That commercial credit we provided (to you, or an entity associated with you, or in your capacity as guarantor) has been paid or otherwise discharged

• Whether, in our opinion or the opinion of another credit provider, you have committed a serious credit infringement

• Publicly available information that relates to your activities in Australia and your credit-worthiness

• Information about you on the National Personal Insolvency Index

• Information about court judgment(s) which relate to credit you have obtained or applied for

The Privacy Act has detailed definitions describing the types of information set out above. However in this Credit Reporting Policy we collectively refer to these types of information as “credit-related information”. We will only collect credit-related information about you by lawful and fair means, and in accordance with the Privacy Act and CR Code.

How do we collect your credit-related information?

We may obtain credit-related information about you from:

• Equifax (formerly Veda), Illion (aka Dun & Bradstreet), CreditorWatch, Experian, and Tasmanian Collection Service (the CRBs we may deal with at any one time)

• Information about your commercial credit-worthiness from businesses that provide that type of information

• Information you provide to us, including the information contained in a completed application for commercial credit and/or guarantee (such as your name, date of birth, residential and/or business address, contact details, trade references, banking details, assets, income, and financial position)

• Other credit providers (where you consent to us collecting that information or we are permitted to do so under the Privacy Act)

• Information we collect in the course of our dealings with you in connection with credit, such as when you make payments to us

Where we outsource our functions to third party service providers, those providers may also collect credit-related information from you on our behalf.

Why do we collect, hold, use and disclose your credit-related information?

We may collect, hold, use, and disclose credit-related information about you that is reasonably necessary for our business purposes and as permitted by law. Those purposes may include:

• Verifying your identity

• Assessing an application made to us for commercial credit (by you or an entity associated with you)

• Assessing whether we will continue to provide commercial credit (to you or an entity associated with you)

• Assessing your suitability as a guarantor where you have offered to provide us with a guarantee in relation to an application for commercial credit, or in relation to commercial credit already provided by us

• Deriving scores, ratings, summaries, and evaluations relating to your credit-worthiness which are used in our decision-making processes

• Assisting you to avoid defaulting on your credit-related obligations to us

• Managing the credit we provide and our relationship with you

• Undertaking debt recovery and enforcement activities (including in relation to guarantors)

• Disclosing your credit-related information to a guarantor, or someone you have indicated is a prospective guarantor, in relation to an application for commercial credit or in relation to commercial credit already provided by us

• Disclosing your credit-related information to our related bodies corporate that are also considering whether to provide credit (to you or an entity associated with you and/or in your capacity as guarantor)

• Disclosing your credit-related information for our internal management purposes

• Disclosing your credit-related information to other third parties that provide services to us (including debt collectors, lawyers, and advisers)

• Dealing with any complaints, or access or correction requests you make to us

• Responding to a consultation request made to us by a CRB or another credit provider

• Conducting fraud assessments and dealing with serious credit infringements

• Exchanging information (including default information) with other credit providers, as permitted by the Privacy Act and CR Code

• Participating in the credit reporting system and exchanging information with CRBs as permitted by Part IIIA of the Privacy Act and CR Code

• Satisfying legal and regulatory requirements

• Where you otherwise expressly consent to our collection, use and/or disclosure of your credit-related information

Some credit-related information may only be used or disclosed under the Privacy Act for some of these purposes, or in some of those circumstances. We are not likely to disclose your credit-related information to entities that do not have an Australian link.

We may refuse an application for commercial credit and/or reject a guarantee based wholly or partly on your credit-related information.

Disclosing credit-related information to CRBs

We may disclose your credit-related information to a CRB for the purposes set out above and where the Privacy Act permits us to do so. The types of information we may disclose to a CRB include:

• That you have applied for credit with us (including the amount of credit) and/or that we are a current provider of credit to you

• That you have guaranteed credit to us (including the amount of credit guaranteed)

• That you have failed to meet your payment obligations to us (including the amount of an outstanding debt)

• Advice that payments that were previously notified as unpaid are no longer overdue

• That credit we provided to you has been paid or otherwise discharged

• That a guarantee you provided to us has been satisfied or otherwise discharged

• In some circumstances, that in our opinion you have committed a serious credit infringement

CRBs may include that information in reports provided to credit providers like us to assist them in assessing your creditworthiness.

Under the Privacy Act, CRBs are permitted to use credit reporting information to assist credit providers who wish to direct market to you by ensuring you meet certain criteria. This is known as “pre-screening”. You have a right to contact a CRB and request (at no cost to you) that a CRB does not use your information for this purpose.

You also have a right to request that a CRB not use or disclose your credit-related information if you reasonably believe that you have been, or are likely to be, a victim of fraud (including identity fraud).

Exchange of credit-related information with trade insurers

In connection to an application for commercial credit, trade insurers may also obtain credit-related information about you from us or a CRB for the purpose of assessing whether to provide insurance to us in relation to the commercial credit we provide you (including assessment of the risk of insuring us, the risk of default by you and/or you in your capacity as a guarantor).

You can contact the CRBs we exchange information with using the details below:

You may obtain a copy of each CRB's policy about their management of credit-related information by contacting them or visiting their website.

Use of third party service providers

We will disclose your credit-related information when we outsource certain of our functions to third party service providers. The functions we may outsource include:

• Managing the supply of our products and services

• Establishing credit accounts and managing credit provided to our customers

• Assessing credit applications and/or guarantees

• Responding to enquiries about applications, accounts, and our products and services

• Conducting checks for credit worthiness and/or fraud

• Debt collection

Where we disclose your credit-related information to our third party service providers, we require those providers to comply with the Privacy Act and CR Code. Our third party service providers will not collect, use, or disclose your personal information for any purpose other than our own, as set out in this Policy.

How do we store and protect your credit-related information?

We store credit-related information in both paper-based records and in electronic form (such as on computer servers) on our systems or the systems of our service providers. We take all reasonable precautions to safeguard your information from misuse, interference and loss, and unauthorised access, modification or disclosure, including:

• Restricting access to credit-related information stored in our electronic and paper-based records

• Using technology products to prevent unauthorised access to our electronic databases (such as industry standard firewalls) and ensure the security of electronic transmissions

• Training, policies and procedures in relation to the use of our computers and management of credit-related personal information (including informing and training our employees who handle credit-related information of the requirements of the Privacy Act, CR Code, and Privacy Regulations)

• Requiring all of our third party service providers to handle personal information in accordance with the Privacy Act, CR Code and Privacy Regulations

When we no longer need your credit-related information, and we are not required by law to retain the information, we will take reasonable steps to destroy that information or to ensure it is de-identified.

The internet is not a secure method of transmitting information. Other than where we use Secure Socket Layer (“SSL”) technology (such as for the transmission of credit card information), to the maximum extent permitted by law we cannot and do not accept responsibility for the security of information you send to or receive from us over the internet, or the unauthorised access or use of that information.

How can you access your credit-related information?

We take all reasonable steps to ensure that the credit-related information we collect, use, and disclose is accurate, up-to-date, complete, relevant, and is not misleading. If your personal details change at any time please contact our Privacy Officer.

Under the Privacy Act you have a right to access the credit-related information we hold about you, subject to some exceptions allowed by law. Factors affecting your right to access include:

• Giving access would be unlawful

• Denying access is required or authorised by law

• Giving access would be likely to prejudice an enforcement activity

If you would like access to your credit-related information, please contact our Privacy Officer using the contact details set out below. To ensure that you have access to the most up-to-date information you should additionally request access to credit-related information held by CRBs about you.

We will usually respond to requests for access to credit-related information within 30 days of receiving the request. If we refuse your request, we will give you a written notice setting out the reasons for our refusal (except to the extent it would be unreasonable to do so) and the mechanisms available to you to complain about that refusal.

There is no charge for an access request, although we may charge you a reasonable fee for retrieving your information. We will inform you of any fee and obtain your agreement to that fee before the information is provided to you.

How can you request correction of your credit-related information?

We take all reasonable steps to ensure that the credit-related information we collect is accurate, up-to-date, complete, relevant, and is not misleading. However if you believe that is not the case you have a right under the Privacy Act to request that we correct your credit-related personal information.

If you would like to do so, please contact our Privacy Officer using the contact details set out below.

If we are satisfied that your credit-related information is incomplete, inaccurate, out-of-date, irrelevant, or misleading we will take reasonable steps to correct that information within 30 days of your request, or within such longer period as you agree to in writing. Where it is necessary to resolve a correction request, we must consult with a CRB or another credit provider who holds or held that information.

We will notify you of our decision about a correction request within 5 business days of reaching that decision.

If we refuse your request, we will give you a written notice stating:

• That the corrections have not been made

• Our reasons for not correcting the information (including evidence substantiating the correctness of the information)

• How you can make a complaint to the Office of the Australian Information Commissioner (“OAIC”)

There is no cost involved for you to make a correction request or for the correction of your information.

How can you make a complaint?

If you believe that we have not complied with our obligations under Part IIIA of the Privacy Act or the CR Code, you have a right to complain. You must specify the nature of your complaint.

You can make a complaint to us by contacting our Privacy Officer using the contact details set out below.

You will receive a written acknowledgment of your complaint from us within 7 days after we receive the complaint together with details of how we will deal with the complaint. We investigate all complaints made to us and aim to resolve them within 30 days. If we cannot resolve your complaint within that period we will write to you explaining why we have been unable to resolve your complaint, the expected timeframe to resolve the complaint, and seeking your written agreement to extend the 30 day period. You may refer the matter to the OAIC if you wish to complain about delay in the handling of your complaint.

If we consider it necessary in order to deal with your complaint, we must consult with a CRB or another credit provider. If, while your complaint remains unresolved, we disclose information the subject of the complaint to a third party, we may advise the third party of the complaint.

We will give you a written notice of our decision. If we find your complaint is justified, we will resolve it and, if necessary, change our policies and procedures. If you are not happy with the way your privacy-related complaint is being handled, or we fail to deal with your complaint to your satisfaction, you may refer the complaint to the OAIC under Part V of the Privacy Act.

Details of how to lodge a complaint with the OAIC may be found atwww.oaic.gov.auor by calling 1300 363 992. We will not charge you for making a complaint to us or for dealing with a complaint.

Contacting our Privacy Officer

If you have any questions regarding our Credit Reporting Policy, please contact:

The Privacy Officer
Paramount Liquor
54 Hunter Road
Derrimut VIC 3026
Telephone:(03) 9034 9621
Email:info@paramountliquor.com.au