V1.3 - Last revised August 20, 2024.
Effective Date: [June, 01 2024]
Welcome to [Voucheriser.com] ("we," "us," "our") a trademark for Digiteon Technologies L.L.C-FZ a registered company in United Arab Emirates (UAE), Dubai. This document explains the terms of use of our services.
In this Agreement, the following words shall, unless otherwise expressly stated or the context otherwise requires, have the following meanings:
First Party: means Voucheriser (Digiteon Technologies LLC-FZ), which has been defined in the introduction of this Agreement.
Second Party: means the party that is in this Agreement with the First Party and uses First Party’s services.
Business/Partner/Client/Merchant/User: means the user of First Party’s services. Whether it was the Second Party that is in this Agreement with the First Party, or their Businesses, Partners, Users, Customers, Merchants or clients.
Parties (or Both Parties): means the first party and the second party collectively.
Country: means the country where the First Party is registered.
Agreement: means this agreement and its attached appendices, duly signed by both parties.
Refund: means any refund given in respect of a Transaction to the Second Party’s account.
Voucher / Voucher Item / Item: A single redeemable digital paper which represents a product or service which Second Party provides to its customer.
Vouchers Set: Collection of Vouchers which Second Party provides to its customers/users.
Loyalty Card (card): A Digital Card that Second Party creates to provide membership saving scheme to its customers/users.
Rules: set of Business Rules that govern the pointing calculation for each Loyalty card.
Rewards: A Digital representation of a service or product that Second Party provides to its customers/users based on rules defined in Loyalty cards.
Subscription Plan: means the plan in which the Second Party subscribe to, which has specific features of the First PArty Platform enabled.
Plan Features: means the services/number of transactions enabled within each plan in which the Second Party subscribe to.
Customer: means the member/customer/user/merchant of the Second Party.
Customer Data: means all information that the customer provides in the course of making a transaction in the platform, including Second Party data, Transaction data, and/or security-related information.
Data Compromise: means the unauthorized access, disclosure, modification, transmission, and/or use of the Customer Data by a third party and/or the loss, theft, degradation, destruction, dissemination, distribution, erasure, copy, and/or corruption of the Customer Data in any manner.
Personal Data: means any information relating to an identified or identifiable natural person, such as name, personal identification number, addresses, contact numbers, license numbers, records, personal belongings, bank account numbers, credit cards, and other personal data.
Term: means a period as mentioned in the Agreement.
Transactions: means any transactions created in Voucheriser platform which includes, Creation of Business, shops, network, clubs, partners, Loyalty Cards, Vouchers Sets, Rewards, Items, Purchase of a voucher Sets, redemption of a Voucher Item, Refund of a Vouchers Set. Earning points, reversal of earning points, claim of rewards or any other interaction with Voucheriser platform.
Valid Transaction: means those transactions that are successfully completed with a valid and authorized Method and processed by the Second Party Users, Businesses, Partners, Clients, Merchants, Customers or Members in accordance with the terms of this Agreement and/or any procedure guidelines that the First Party may issue either through platform or REST API.
Platform: means any technology service or entity that offers pre-built solutions to enable and facilitate the business and operations for the Second Party.
REST APIs: First Party allows Second Party to integrate their uploaded promotions and end user data above into their web and mobile applications. This happens through an application programming interface (REST API) A REST API (also known as RESTful API) is an application programming interface (API or web API) that conforms to the constraints of REST architectural style and allows for interaction with RESTful web services. REST stands for representational state transfer and was created by computer scientist Roy Fielding. The activities recorded through REST API are considered as Transactions as well.
Developers (or Developers’ Community): means any freelancer or entity that offers customized development of software applications, websites, and other REST API tools to Second Party.
- The Recitals herein above shall constitute an integral part of this Agreement and shall be read with it for all purposes and intent.
- A reference to this Agreement or to any other Agreement or document referred to in this Agreement is a reference to this Agreement or such other Agreement or document as varied, superseded, or novated (in each case, other than in breach of the provisions of this Agreement or the provisions of the Agreement or document in question, as appropriate) from time to time.
- Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
- A reference to writing or writing includes emails but no other electronic form unless otherwise expressly provided in this Agreement.
- Any words following the terms including, including, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
- Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.
- A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time or as it is in force at the date of this Agreement, provided that, as between the parties, no such amendment, extension, or re-enactment made after the date of this Agreement shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability, or restriction on, or otherwise adversely affect the rights of, any party.
- Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
- References to clauses and Appendices refer to clauses and Appendices to this agreement, and references to paragraphs refer to paragraphs and parts of the relevant Appendices.
- The Appendices form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Appendices.
- The First Party will communicate any changes to the Terms and Conditions or the Agreement at least 30 calendar days in advance. And in the event that the Second Party does not agree to the revised Terms and Conditions or the agreement, the Second Party has the right to terminate the Agreement with consideration for the clauses relevant to the Agreement termination conditions. In addition, the acquiescence of the Second Party within five days is considered tacit consent to the amendments, which are binding on the second party and cannot be rescinded.
- The First Party shall provide all Services in accordance with the terms and conditions of this Agreement, the subscription plan, and Applicable Laws.
- The First Party will provide the required communication channels for the Second Party and their consumers in order to report complaints or raise inquiries related to the service provided.
- The First Party will handle and address complaints in a fair and timely manner, in accordance with the regulatory authorities guidelines on such matters.
- The First Party will provide the required procedures for receiving and handling complaints raised, and ways to follow up on such complaints.
- The First Party will supply the Services set out in the Agreement Plan / subscription plan that second party subscribe to in accordance with this Agreement.
- The First Party shall ensure that all representatives involved in the provision of the services have suitable skills and experience to enable them to perform the tasks assigned to them.
- The First Party has the right to change the features in each plan or change the price for each plan. First Party shall communicate any changes to the plan features or prices (30) days in advance.
- The Second Party shall be solely responsible for adherence to any rules, applicable laws, and requirements set out in this agreement or in the jurisdiction where the Second Party is located.
- The Second Party shall provide, upon the First Party’s request, in a timely manner and at no charge, access to information maintained by the Second Party (or any third party where relevant and subject to its consent) that is required by the First Party to provide the service.
- The Second Party shall obtain and maintain all necessary licenses and consents and comply with all relevant legislation or otherwise required under applicable industry practices or Payment Rules to enable the First Party to provide the services, insofar as such licenses and consents relate to the Second Party's obligations under this Agreement.
- The Second Party and its Businesses, Partners, Customers, Clients, Users, Members, Customers, Developers shall not attempt to interfere with or compromise the integrity or security of the service provided by the First Party. If such activities identified, the Agreement will be terminated immediately and legal action will be taken against Second Party.
- The Second Party shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the service provided by the First Party in any form or media or by any means, unless it is approved in writing by the First Party.
- The Second Party shall not attempt to reverse compile, disassemble, reverse engineer, or otherwise convert all or any portion of the First Party's service to human-perceivable form.
- The Second Party shall not erase or remove any proprietary or intellectual property notice contained in the service provided by the First Party.
- The services provided to the Second Party shall not be available to any client or user who carries out any prohibited transactions as per the local laws and regulations or that the first party considers inappropriate.
-First Party has the rights to terminate all services to the Second Party in case noticed that the service/products that are being delivered by second party are of prohibited transactions as per the local laws and regulations or that the first party considers inappropriate.
- The Second Party acknowledges and agrees that it will only offer a specific category/type of product(s) and/or service(s) that fall within the business activities that are outlined in its Commercial Registration, as agreed upon at the time of signing this agreement. If the Second Party needs to offer other types/categories of goods outside of the agreed Business type, it must notify the First Party in writing in order to initiate the Approval Mechanisms for the new types of goods or services.
- The Second Party will promptly notify The First Party of any change or anticipated change to the beneficial ownership of The Second Party’s business, regardless of the ownership type. In this regard, the Second Party will ensure that the First Party always maintains an up-to-date copy of the Second Party's required registrations, certificates, licenses, approvals, permits, as issued by the applicable authorized legislative authorities
- In the event of a transfer of ownership or sale, whether partial or full, of the Second Party, such transfer or sale shall not grant the Second Party or the acquiring party the right to continue utilizing the services provided by the First Party. The acquiring party shall be responsible for entering into a new agreement or arrangement with the First Party for the provision of services, subject to the terms and conditions mutually agreed upon by the parties. Any continued use of services by the acquiring party without a separate agreement with the First Party shall be deemed a breach of this Agreement.
- The Second Party shall, at its own cost, provide and maintain all power and connections necessary for the integration and operation of the First Party.
- The First Party shall not be in any way liable to the Second Party, to any Businesses, Partners, Users, Clients, Developers, Customers and Merchants of the Second Party, or to any other person for any costs, losses, expenses, or damages, whether caused directly or indirectly by the Second Party’s system malfunction, failure of connection or integration, or any other technical issues related to the Second Party and the means of payment
- The Second Party shall adequately display on its website or app the promotional sign(s) or other materials approved by the First Party.
- The Second Party may use such names or designs approved by the First Party solely to indicate the services provided by first party.
- The Second Party shall not use any other materials referring to the First Party or any other name or design associated with Payment Methods without the prior approval of the First Party.
- The Second Party acknowledges that they are familiar with the names, logos, symbols, and trademarks as published by the First Party, and agrees to display the payment scheme names and service marks of the Payment Methods accepted by the Second Party.
- The use of the names, logos, symbols, and trademarks must comply with the Payment Scheme Rules or the First Party’s policies, including those communicated from time to time.
- The Second Party agrees to prominently display standard signs, service marks, and other promotional materials as required by the First Party, and applicable regulations.
- This Agreement is valid for one (1) year or (1) month depends on which plan the second party registered for, from the date it is signed by both parties and shall be automatically renewed for an additional period of one (1) year or (1) Month based on the plan, unless terminated by either party by giving thirty (30) days prior written notice to the other party.
- The second party has the right to withdraw from concluding the agreement, without incurring any penalties, within a period of no less than ten (10) working days. If Second Party wants to terminate the contract before it end date, the remaining contract fees will be calculated and refunded. They also have the right to a full refund of any fees paid in advance if the fees are not linked to a service that was provided to them.
- The second party shall pay the for the renewal of the contract (either monthly or yearly maximum 7 days before the start date of the contract).
- The First Party with the agreement of second party will store payment card information and automatically deduct the next due payment from the saved card, 7 days before starting of the next billing cycle. Second party can always opt out from automatic billing payment.
- Notwithstanding the above, this Agreement may be terminated by the First Party immediately without notice in the following event:
1- Non-payment by the Second Party of charges, fees, or other dues and the Second Party’s failure to pay, the service will be stopped immediately and Redemption of Voucher Items and claiming of rewards will continue for 5 days only. if Fees not remedied within five (5) Business Days from the notification to the Second Party, full service will be stopped, and Customers, Members, Users and Merchants will not be able to access their content or redeem their vouchers/ items and rewards;
2- Changes in nature or place of business, or the relevant KYC information of the Second Party;
3- The Second Party violates or does not strictly adhere to any of the terms or conditions of this Agreement and/or any other agreement entered into between the First Party and the Second Party in any way and is not remedied by the Second Party within Five (5) Business Days of a notification by the First Party;
4- Audits or investigations conducted by the First Party, its acquirers, or third party reveal that the Second Party has engaged in fraudulent or unlawful activity, the service will be terminated immediately;
5- The Second Party is inactive for a period of three (3) months or the activity is below the minimum mutual set by the First Party.
6- The Second Party’s account with the First Party is closed.
7- Receipt of an instruction from a legislative, legal, or regulatory authority to terminate the relationship with the Second Party.
8- The Second Party fails to provide required information with regards to a valid license, transaction information, or types of goods and services that are not in line with the accepted business
- Either party may terminate this Agreement by providing thirty (30) days written notice to the other party of its desire to terminate.
- If the Agreement expires or is terminated by either party for any reason, each party will immediately pay all sums due and owing to the other party.
- Upon termination of this Agreement, the Second Party shall immediately remove any sign or other indication of its affiliation with the First Party’s service.
- Upon termination of this Agreement for any reason, the Second Party’s obligations with respect to all charges, fees, and other amounts due to the First Party shall continue in full force and effect, in addition to resolving any disputed transactions with the Second Party.
- The following representations and warranties shall be effective for the Term and for any subsequent renewal of this Agreement:
- The Second Party has the required licenses, certificates, or authorizations from the authorized legislative authorities to operate in the Second Party country of operation and has full authority to enter into this agreement
- The Second Party has obtained all relevant commercial licenses and authorizations required and necessary for the performance of its activities.
- This Agreement has been executed by duly authorized representatives and constitutes a legal, valid, and binding obligation on both parties; and
- The Second Party is not aware of any circumstances that might limit the performance of its obligations under this Agreement.
- The First Party is duly organized, authorized, and in good standing under the laws of the Second Party country and is duly authorized to do business in accordance with all applicable local laws, rules, regulations, requirements, registrations, filings, certificates, licenses, approvals, permits, and/or other standards established by any legislative authority having jurisdiction to control such activities.
- The Second Party agrees to indemnify the First Party against all costs, expenses, damages, and liabilities incurred by the First Party directly or indirectly as a result of:
- The Second Party’s breach of any of the provisions of this Agreement;
- Any claim brought by any Second Party, Business party, partner, customers, clients, Merchant or third parties arising from the Second Party’s breach;
- Any representation or warranty provided in this Agreement has proven to be untrue, incomplete or inaccurate; or
- The Second Party’s failure to meet the First Party’s security standards
- The Second Party will be fully responsible for any costs and expenses arising out of or in connection with any financial or legal disputes that may arise between the Second Party and their customers, businesses, partners, clients or merchants. The First Party will not, in any way, take part in or be a party to such disputes between the Second Party and Second Party's Customers, businesses, partners, clients or merchants.
- The Second Party will indemnify and hold harmless First Party, its employees, its agents, officers, and their respective successors and assigns from and against any and all actions, causes of action, proceedings, liability, claims, damages, and costs whatsoever (including, but not limited to, legal fees), interposed by any party or parties by way of action, claim, suit, defense, dispute, offset, cross-claim, or counterclaim, that may now or in the future directly or indirectly arise out of or in connection with this Agreement including without limitation, any Transaction processed by The First Party.
- The First Party does not warrant or represent that the Services will operate uninterrupted or without errors beyond the control of the First Party. The First Party shall not be liable to the Second Party for any damages, losses, costs, or liabilities incurred as a result of Services outage or other failures. In no event shall the First Party be liable to the Second Party for any special, consequential, indirect, incidental, punitive, or other damages, regardless of any failure of the First Party to provide the Services as specified in this agreement, even if the First Party is aware of the consequences of such failure. The First Party agrees that the First Party’s liability will always be nil.
- The First Party is not liable to the Second Party for fraudulent or unauthorized transactions made by Second Party, Businesses, Partners, customers, clients or merchants via the Services provided by the First Party, regardless of how or from whom the transactions originated. The First Party shall not be responsible for equipping the Services provided with the means to intercept or prevent unauthorized or fraudulent transactions.
- The First Party shall have the right to offset any amounts due to the First Party under this Agreement against any account held by the Second Party with the First Party.
- Both parties shall treat all information relating to this Agreement, the other party, or the business of the other party as confidential (except to the extent that such information is public or acquired from another source other than as a result of any breach of this Agreement).
- Unless otherwise required by law, regulators, or the provided Payment Methods, neither party shall disclose such information to any third party or use it for any purpose other than for the performance of its obligations under this Agreement and the duties contemplated herein without prior written notice to the other party.
- The Second Party acknowledges to have read, understood and agreed with the Privacy Policy that explains how the First Party collects, uses, and shares personal information.
- The Second Party will maintain adequate security to safeguard and retain the confidentiality of the information, the Transactions and will not reproduce such confidential information in printed, written, or machine-readable form nor act or purport to act as an agent of the First Party.
- The Second Party shall comply with applicable data protection laws and regulations of Second party country of operation or Jurisdiction, and they are solely liable for the lawful collection, transmission, obtaining consents, and use of their customer data.
- If the Second Party becomes aware of or suspects any security breach of data of First Party, Second Party Businesses, Partners, Clients, Customers, Merchants or Transaction data by the Second Party or any third party vendor or agent, the Second Party shall immediately notify the First Party and take steps to resolve the cause of the security breach and act upon any reasonable instructions provided by the First Party, which may include the implementation of controls at the First Party’s cost and within timescales prescribed by the First Party, preparing a forensic report, and complying with all recommendations in any such report to improve your data security environment.
- The Second Party shall provide (and obtain waivers necessary to provide) the First Party and their auditors, on request, full cooperation and access to conduct audit of such data compromise incident. Any identified issues arising from the incident must be rectified by the Second party, which must provide all relevant information to mitigate the possibility of any future incidents in a manner consistent with this Agreement and the applicable regulations. The First party may contact a third-party security assessor to begin investigation. All costs and expenses incurred by the First Party shall be borne by the Second Party.
- The obligations under this clause shall survive the termination of this Agreement
- Neither party shall be liable for any delay in performing its obligations if that delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemy, wars, blockades, insurrections, riots, epidemics, pandemics, massive gathering ban, curfew, lock-down, landslides, earthquakes, fires, storms, floods, civil disturbances, terrorism, governmental regulations and directions, and any other cause not within the reasonable control of any party claiming suspension, all of which, by the exercise of diligence, such party is unable to prevent.
- If any such circumstances occur, either party must notify the other party in writing within 7 days of the occurrence of the event, and the obligations of the parties will subsequently be suspended.
- In the event that this suspension continues for a period exceeding 30 days, either party to this Agreement may, on giving prior written notice of 30 days to the other party, terminate this Agreement with immediate effect.
- Termination under this clause shall not affect the liability of either party to pay any sum of money due to the other under the terms of this Agreement
- The first party shall notify the second party of any changes to the agreement at least thirty days in advance, while preserving the second party's right to terminate the agreement during the notice period without any cost, unless termination fees are agreed upon in the agreement.
- No variation, amendment, or addition to this Agreement, or waiver of any provision, shall be valid unless in writing by both parties.
- The terms of this Agreement shall apply to any such variation, amendment, or addition, except as may otherwise be provided herein.
- This Agreement shall be governed, construed, and interpreted in accordance with the laws of the Country (i.e. United Arab Emirates)
- Any dispute or difference whatsoever arising out of or in connection with this Agreement or in respect of its interpretation, execution, or performance under it shall be resolved by the Parties amicably, but always without prejudice to their strict legal rights hereunder. In the event of failure of amicable resolutions, the dispute shall be settled through the competent judicial authorities of the Country (i.e. United Arab Emirates)
- The Parties hereby acknowledge and agree that all the prices and fees under this Agreement are exclusive of any value-added tax or other indirect taxes imposed upon them. And that the Second Party shall bear the cost of, and be responsible for the payment of any and all taxes imposed. In the event of any change in circumstances under any existing applicable laws, or the introduction of new laws that could govern this Agreement, such amendments would be applied on top of the existing agreed terms.
- In accordance with applicable law, the Second Party will provide the First Party with their valid VAT registration number and certificate to enable the First Party to levy VAT at the applicable rate and issue VAT invoices accordingly.
- This Agreement shall constitute the entire agreement between the parties relating to the transaction hereunder, and the terms of this Agreement shall invalidate and supersede all prior agreements, including all existing written and verbal agreements, if any, between the parties.
