BOTIM COUPONS MERCHANT AGREEMENT
TERMS AND CONDITIONS
These terms and condition govern and incorporated in the participation Contract between Algento DMCC and you the merchant. It is agreed as follows:
"ACTIVATION DATE" means the date included in particulars of this agreement or the date of the offer (s) go live in the Botim Coupons Mobile Application (whichever is the later)
"AFFILIATE" means in relation to a Party, any other entity which is related to the directly or indirectly Controls, is control by, or is indirect common Control with that Party from time to time.
"AGREEMENT" means the Participation Contract comprising in particulars of this Agreement, the terms and condition and the attachment as listed in particulars of the Agreement.
"AVERAGE SAVING ESTIMATE" mean the amount set out in particulars of this agreement being the average estimated saving for the offer.
"BUY ONE GET ONE FREE" when selected as an offer type in particulars of this Agreement mean that is the offer "BUY ONE GET ONE FREE" of the items specified in particulars of this Agreement.
"COMMENCEMENT DATE" means the date stated in particulars of this agreement being the commencement date of this Agreement.
"CONFIDENTIAL INFORMATION" means in relation to either party, employees, offices, contractors, agents, customer and /or contact. In addition, any other information that is marked confidently that the recipient reasonably to have known was confidential and is imparted to the other party or any of its personnel pursuant to the Agreement (including any information supplied or obtained during an audit). Confidential Information shall exclude information that:
"MERCHANT" means any person or any entity who desires to sell products or services using the Botim Coupons feature provided by Company, by accepting this Agreement’s terms and condition.
"BOTIM GROUP MEMBER" Either means any entity over which from the time the Botim or any of its affiliates directly or indirectly exercises management control. Over though it may own less than fifty per cent (50%) of the shares and any entity otherwise notified by the Company to the merchant from time to time.
"BOTIM COUPONS MEDIA" Means the Botim Coupons products and any media. In print or electronic form including but not limited to books, mobile application or other web-based products) through which the Botim Coupons is affiliated or Botim Group Members selects to the distribute offers whether or not such medium is branded with the Botim name. logo and/or trademark.
"BOTIM PRODUCT" means the product as selected in the particulars.
"EXPIRY DATE" this Agreement is subject to any termination in accordance with the terms of the Agreement the date as indicated in particulars of this Agreement is the date the offer(s) validity will expire and will no longer be featured on the Botim Coupons Media.
"FEE" means the fee payable by the merchant to the Company in accordance with the terms of this Agreement. Merchant shall pay Company a Participation Fee annually from the date of subscription. Merchant shall pay to Company a redemption fee at the rate agreed by both parties of the value of each Voucher properly activated and used for which a purchaser has fully paid to the Merchant. The Merchant is registered for tax collection purposes and shall be responsible for paying all taxes related to the goods and services described in the offer and/or vouchers.
"LAW" Means all federal, national provincial local and /or municipal legislation, statues, statuary interments. Regulation by LAWs, rules, ordinances guidance or suborning legislation from time to time made or issued to which a party is subject as far as such Law related to the performance of the party’s obligation under this Agreement.
"LIST OF OUTLETS" means the list of the outlets and the locations where the Merchant agrees to provide the Offers as stated in particulars or as selected in particulars and is provided by the Merchant pursuant to the terms of this Agreement.
"OFFER" means the offer agreed to be provided by the Merchant as stated in particulars this Agreement and made available to a Customer by the Botim Coupons its affiliates or Botim Group Members via the Botim Coupons Media.
"OFFER PERIOD" Means the period during which the offer is valid commencing from the Activation Date and ending on the Expiry Date.
"PARTICIPATION FEE" Means the amount set out in particulars on this agreement being a nonrefundable payment by the Merchant to the Company in accordance with the team of this agreement.
"PERCENTAGE OFF" when selected as an offer type in particulars of this Agreement means that the offer is the percentage discount specified in particulars this Agreement on the items / total spend as specified in particulars of this Agreement.
"REDEMPTION FEE" is the fee payable by the Merchant to the Company collected by applying the Pay Per Redemption Rate on the Average Saving Estimate allocated to each offer as applicable) for every Recorded Redemption of an Offer during the Offer Period.
"REDEMPTION RATE " means the percentage rate as set out in particulars of this Agreement "Party" OR " Parties" each of the Merchant and the Company is a "Party "to this Agreement and each Party is referred to hereinafter individually as "Party: and collectively as "Parties"
"RULES OF USE" means rules of use by which the Merchant and the Customer must abide by in order to redeem the offer the terms of which are set out the Botim Coupons website (as amended from time to time) "RECORDED REDEMPTION” means a successful redemption of the offer by the customer via the Botim Coupons Media (limited only to mobile application).
"SPEND & SAVE " when selected as an offer type in particulars of this Agreement means that the offer is the subject to a customer spending the minimum value specified in particulars of this Agreement the customer saves the amount specified in particulars of this Agreement.
"TERM" means subject to any termination of this Agreement the term of this Agreement commentating from the Commencement Date to the Expiry Date.
"VAT" Means any value added tax sales tax or any others charged bale by any authority pursuant to any applicable law.
a) The Company authorized by the Merchant to distribute the offers on the Merchants behalf on the Botim Coupons Media subject to the terms of this Agreement and the Rules of Use. The Company warrants represent and undertake that for the duration of the term it will procure and maintain all rights, licenses consents and permits required to distribute the offers on the Merchant’s behalf on the Botim Coupons Media.
b) Merchant is the seller of the goods and services described in Botim Coupons in accordance with the relevant Offer(s) above selected by the Merchant. Once the Offer(s) is activated and delivered to the purchaser, Merchant shall be solely responsible for all customer service in connection with the Offer(s) and for supplying all goods and services specified. Company further reserves the continuing right, but shall not be obligated, to reject, revise, or discontinue publishing any Voucher and to require Merchant to edit or modify the same for any reason, including, without limitation, to conform the Offer(s) to Botim Coupons specifications or applicable Laws.
c) The Customer able to redeem the offers with the Merchant by presenting the offer in electronic form via the Botim Coupons Media in according with the Rules of Use the parties acknowledge and agree that the offer must be valid at the times during the offer period to specific exclusion which is mentioned in the Rule of use.
d) The Merchant agrees to inform the Company the menu price changes within seven (7) calendar days (applies to the offer on main course, drink, brunch, and buffet). The Company shall adjust the average price and charge the redemption fee according to the updated average price. The Company shall charge the price difference of redemptions happened during the late notice period incurred by late notice of the Merchant.
e) The Merchant acknowledges and agrees that Botim Coupons offer(s) shall be the best promotion obtained by the Customer in the outlet for the duration of the Term. And the Customer is eligible to the same rights and benefits as walk-in Customers of the Merchant. The Customer can present the offer at any time before the bill payment. The Botim Coupons offers are redeemable by presenting the offer in accordance with the Rules of Use.
f) The Merchant guarantees to input the PIN code while each redemption. If the Company verifies the claim case from the users that Merchant refuses to input the PIN code for the redemption, The Company reserves the right to terminate the Agreement. The Merchant agrees that any breach of this clause is a material breach of this Agreement, the Company may, at its discretion, to request the Merchant to pay a fine at 3000AED, in addition to any other rights it may have under this Agreement and the applicable law.
g) The Merchant agrees that in providing the Offers, the Merchant will not inflate prices or impose any additional fees, charges, conditions or restriction that contradict or are inconsistent with the terms stated on the offer, the Rules of Use this Agreement, unless disclosed in this Agreement. The Merchant further agrees not to impose different or otherwise less favourable teams on Customers redeeming the offers in comparison to those provided to the other Customer member of the public. The Parties agree that any breach of that clause is a material breach of this Agreement and if such breach occurs, the Company may at is discretion. In addition, in any others rights it may have under this Agreement and the applicable LAW select to terminate this Agreement and /or remove the Merchant and the offer from the Botim Coupons Media and/or blacklist such Merchant (disabling the Merchant form participating on the Botim Coupons Media in the future) without further notice to the Merchant.
h) Whenever the redemption fails due to the technical issues, the Merchant shall contact Botim Coupons Support Team immediately, cooperate and assist to taking necessary actions guided by Botim Coupons Support Team. If the Merchant refuses the redemption for technical reason and not contact Botim Coupons Support Team at the time the issues occurs, the Merchant shall be deemed breach of the Agreement.
i) The Merchant agrees to have the key personnel of the Merchant, successfully complete one (1) training course conducted by the Company each calendar year during the term of the Agreement.
j) At the Company sole discretion, the Merchant further acknowledges and agrees that the offers in particulars of this Agreement maybe featured in products such as "Botim Coupons" and/or other similar Food & Drink/Attractions &Leisure/Fashion & Retails mobile product manager, developer and maintained the Botim Coupons its Affricates or Botim Group Members.
k) The Company reserve the continuing right to reject revise, or discontinue offer at any time for any reason, and to terminate the offers and to remove all reference to the offer from the Botim Coupons Media and redirect or delete any URL or Merchant contact details used in connection with the offer.
a) Merchant shall authorize the Company to charge Merchant’s through electronic transfer/bank cheque/credit card for the full amount due to the Company as per the terms of this Agreement. Merchant agrees to notify the Company in writing of any changes in the Merchant’s account information or termination of this authorization immediately. Merchant certifies that the Merchant is the authorized user of the card details shared by the Merchant with the Company. Company shall evidence all charges billed to the Merchant on a real time basis and automatically record these charges billed to the Merchant on Botim Coupons. The Company shall facilitate through Botim Coupons for the Merchant to review such charges billed to the Merchant. Should the Merchant’s bank dishonor the payment to the Company, the Company will notify the Merchant immediately, and the Merchant shall then arrange an alternate form of payment in full immediately.
b) Merchant acknowledges and agrees that the offer will not be published in the Botim Coupons Media in Participation Fee payment is not paid by the Merchant to the Botim Coupons prior to any Content being submitted by the Merchant in accordance with clause 6.
c) The Participation Fee payment is a non-refundable payment which is due and payable by the Merchant to the Company as set out in clause 3 below.
d) All payment shall be made by the electronic transfer/bank cheque/credit card to a bank account nominated by the Company. Under the condition that the Merchant could not provide through the way above, and need other ways of payment, the Merchant should consult the Company for feasible payment details.
e) All invoices rendered to the Merchant by the Company shall fall due and payable to the Company with in ten (10) days of the date of the invoice, unless otherwise specified on the invoice. The Company will charge AED50 as late payment charge under the condition that the Merchant does not clear the payment within ten (10) days.
f) The Company is entitled to charge the Merchant interest for any amount outstanding both before and after any judgment, calculated on a daily basis at the rate of 10% per annum from the due date for payment until payment made in full. In the event of payment not being received with thirty (30) days, the Company reserves the right to remove the Merchant from the Botim Coupons Media and any other platform the Merchant and/or the offer is featured until such time as all due are received.
a) The Company agrees to provide to the Merchant, at the Merchant's writing request a written report obtained from its CRM system detailing the number of records redemption and Redemption Fee payable and /or paid by the Merchant for any specific period during the term.
b) The Company agrees to provide such a report to the Merchant within seven (7) days of receipt of the written request.
a) The Merchant required to submit to the COMPANY, List of Outlets (wherever applicable) all editorial, image, logos, trademarks and other content (collectively the "CONTENT “) to be include in the presentation of the offer to be published on the Botim Coupons Media ("Artwork"). no later than seven (7) days from the date of signing this Agreement ("Content Submission Date"). The contest must provide in high resolution in illustrator PDF or Photoshop format.
b) The Company will ensure that the offer goes live on the Botim Coupons Media within 5 days of the Merchant's paying participation fee.
c) The Company shall not be responsible or held liable to the Merchant or any third party for any damage arising directly or indirectly from the use of the artwork.
a) This Agreement shall take effect on the Commencement Date and shall continue for a period of One year. This Agreement shall be automatically renewed for terms annually thereafter unless and until terminated earlier in accordance with clause 5, this Agreement is to continue until the Expire date.
b) The Company may terminate this Agreement:
c) The Merchant may terminate this Agreement hereto by given one (1) month’s written notice to the Company.
d) The Parties acknowledge and agree that this clause (5b) and each of the right of each party hereunder has negotiated in good faith in the context of the Parties rights and obligation under and/or in connection with this Agreement.
e) On termination or expiry of this Agreement the Company will remove all references to the offers and the Merchant from the Botim Coupons Media and redirect or delete any URL or Merchant contact details used in connection with the offer, each Party shall promptly return any property (including Confidential Information) of the other which it has in its passions or control to the extent of teaching practicable, each Party shall destroy or permanently erase.
f) All copies of any confidential information but may retain one copy (and any automatically generated backup electronic copies) solely for the purposes of (and for so long as required by) any law, court or regulatory agency or authority or stock exchange or internal compliance and diligence procedures and policies. In any case, any Confidential Information that is not returned or destroyed including oral confidential Information shall remain in perpetuity subject to the confidential restrictions set out in clause 6.
g) Termination or expiry of this Agreement, however, caused, shall be without prejudice to any obligations or rights of the Parties, which may have accrued before termination or expiry and shall not affect any provision of this Agreement, which is expressly, or by implication intended to come into effect on, or continue in effect after, such termination or expiry.
h) Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement it such delay or failure result from an Event of Force Majeure. An “Event of Force Majeure” means any of the following war, civil commotion, and armed conflict. Acts of government, acts of government bodies or authorities (including but not limited to mobile application publishing stores), not, the act of terrorism, fire, flood or any other act deemed to be reasonably out of a party’s control. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for four (4) weeks the party not affected may terminate this Agreement by giving seven (7) days written notice to the affected party. If termination of the Agreement made because of an Event of Force Majeure, the Merchant is not liable to pay a Termination Charge.
a) Both Parties agree that the terms of this Agreement are confidential and will not be disclosed to any third party other than as mutually agreed upon in writing, or require by a court order or law. This clause will survive the termination or expiry this Agreement.
b) The Parties shall (and will procure that their personnel shall):
c) Each Party may disclose the other party’s Confidential Information:
d) The Parties shall not remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices properly placed or embedded by the other party on or in any of its Confidential Information.
a) For the duration of the Term, the Merchant grants to the Company, the Botim Group Members and their Affiliates a non-exclusive, worldwide, royalty-free, right to use the Merchant’s name, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, authorized and/or approved to use by the Merchant (collectively, the “Merchant IP”) and consents to the Botim Coupons, the Botim Group Members and their Affiliates to sublicense, assign or otherwise transfer such rights to any third party these Company entities have entered into an agreement with, at their sole discretion.
b) The Merchant acknowledges and agrees that, as between the Parties, the Company owns all interest in the Botim Coupons Media, the Botim trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through from a Customer or otherwise via or from the Botim Coupons Media, all audiovisual content created by the audio recording, photographs, graphics, artwork, text or any other content created by the Company or at the Company’s direction, or assigned to the Company, and any materials, software, technology or tools used or provided by the Company to promote, resell or distribute the goods and services and conduct its business in connection therewith (collectively “the Botim Coupons IP”). Except as specially provided in this Agreement, the Merchant shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, transfer, copy, reproduce, download, display, perform, modify or otherwise use the Botim Coupons IP or any portion thereof in any medium without prior written approval from the Company. All rights to the Botim Coupons IP not expressly granted in this Agreement reserved by the Company.
To the extent allowed under applicable law, the Merchant agrees to indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by the Botim Coupons and defend and hold the Botim Coupons, its Affiliates or Botim Group Members, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, Investigations, penalties, damages. Losses or expenses (including but not limited to reasonable legal fees and costs) arising out of or relating to any of the following:
a) Any breach or alleged breach by the Merchant of this Agreement or the representations and warranties made in this Agreement.
b) Any breach or negligent performance or non-performance of this Agreement.
c) Any tax claim the Merchant receives arising from the sale and/or redemption or otherwise in connection with the Offers.
d) Any claim by any party for unredeemed Offers or the unredeemed cash values of Offers, including but not limited to any claims for penalties and interest.
e) Any claim arising out of a violation of any law or regulation governing the Merchant’s goods and/or services.
f) Any claim arising out of the Merchant’s violation of any law or regulation governing the use, sale, and distribution of alcohol.
g) Any claim by a Customer or anyone else arising out of or relating to the goods and services provided by the Merchant, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages.
h) Any claim arising out of the Merchant’s misuse of Customer data, or any violation of an applicable data privacy or security law.
i) The Company maintains the right to control its own defence and to choose and appoint its own legal counsel, regardless of the presence or absence of a conflict of interest between the Company and the Merchant. The Merchant’s duty to defend and indemnify the Company includes the duty to pay the Company’s reasonable legal fees and costs.
The Company, its Affiliates or Botim Group Members shall not in any circumstance be liable to the Merchant in tort (including negligence), branch of contract, breach of statutory duty or otherwise due to, under and/or arising out of or in connection with this Agreement if and to the extent that loss or damage in respect of which such liability arises or is claimed to arise falls within any of the following categories: (i) loss of profits; (ii) loss of revenue or business; (iii) loss of goodwill or reputation; and/or (iv) loss of or corruption or damage to data.
A) This Agreement inclusive of particulars, these terms and conditions and the attachment as listed in particulars of this Agreement, constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreement concerning such subject matter.
B) This Agreement may be amended or modified only by mutual agreement of authorized representatives of the Parties in writing.
C) The Merchant not authorized to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without the Company’s prior written consent.
D) Any waiver must be in writing and signed by an authorized signatory of the Company. The Company authorized to transfer or assign this Agreement to a present or future Affiliates or Botim Group Member or pursuant to a merger, consolidation or sale of any or all or substantially any or all of the assets or business, or by operation of the law, without notice to the Merchant.
E) Except where otherwise explicitly agreed, all rights and remedies granted in this Agreement are cumulative and not exclusive of any other remedy or right in this Agreement or at law, and no exercise of any right or remedy shall restrict or prejudice any further exercise of it.
F) No relaxation, forbearance delay or negligence by either Party in enforcing any provision of this Agreement or in exercising any right or remedy to which it is entitled under this Agreement or the granting of time by either Party to the other party shall constitute a waiver or prejudice, affect or restrict the rights and powers of that party. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by both Parties. The waiver of any breach of this Agreement shall not constitute a waiver of any subsequent or another breach.
G) If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected.
H) Except as expressly stated in this Agreement, the Company does not make any representations or warranties, express or implied, including but not limited to any implied warranty of merchantability, fitness for a particular purpose or non-infringement. The Company does not warrant or guarantee that the services offered on or through the Botim Coupons Media will be uninterrupted or error-free, that the Offers are error-free or that any Offer will result in any revenue or profit for the Merchant.
I) The Customer shall not assign and/or transfer any of their respective rights and obligations under this Agreement to any person or corporate entity without the prior written consent of the Company. The Company shall have the right, by written notice to the Customer, to transfer its right, title and interest in this Agreement to its nominee. Nothing in this Agreement shall be construed as or have the effect of constituting any relationship of employee and employer partnership, joint venture, agency or other such relationship between the Parties.
J) all such other documents as the Company may from time to time reasonably require for the purpose of giving the Company the full benefit of the provisions of this Agreement and for the fulfillment of the Merchant’s obligations under this Agreement. Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Dubai Multi Commodities Centre Arbitration Centre under the Dubai Multi Commodities Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted.
K) This Agreement drafted in the English language If this Agreement is translated into any other language from English, the English language version shall prevail to the extent any inconsistency.
L) The parties agree and confirm that they are each voluntarily and without any duress entering into this Agreement. The parties also confirm that they have received independent legal advice before entering into this Agreement and that they have each considered in the commercial terms of this Agreement and are freely entering into it.
M) This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. Signatures made and/ or delivered electronically shall be deemed to constitute original signature and facsimile or electronic copies thereof shall deem to constitute duplicate originals, subject to the local laws and regulations.
N) The subject matter of this Agreement and supersedes all prior negotiations, agreements and understanding, whether oral or written, between the Parties with respect to the matters contained in this Agreement including but not limited to, representations made in the marketing material, communications, emails, letters, sales brochures, models, views sets, showroom displays, photographs, videos, illustrations and revenue projections and financial statements made available to the Purchaser.
O) This Agreement shall be effective and binding upon the Parties from the date first above appearing. Unless terminated earlier pursuant to the provisions of this agreement.
P) Any communication, notice or demand of any kind whatsoever which either party may be required or may desire to give to or serve upon the under this Agreement shall be in writing in the English language, addressed to the Sole/First Purchaser only and shall be served by delivering it personally or sending it or faxing it to the address or fax number as set out in this Agreement Any such communication, notice or demand shall be deemed to have been received:
Q) Any dispute or claim arising out of or in connection with this website shall be governed and construed in accordance with the laws of UAE.
R) United Arab of Emirates is our country of domicile.
S) Minors under the age of 18 shall are prohibited to register as a User of this website and are not allowed to transact or use the website.
T) If you make a payment for our products or services on our website, the details you are asked to submit will be provided directly to our payment provider via a secured connection.
U) The cardholder must retain a copy of transaction records and Merchant policies and rules.
V) Botim Business will NOT deal or provide any services or products to any of OFAC (Office of Foreign Assets Control) sanctions countries in accordance with the law of UAE.
W) Multiple transactions may result in multiple postings to the cardholder’s monthly statement.
X) We accept payments online using Visa and MasterCard credit/debit card in AED..
The Customer hereby confirms to have read and understood the Annexures to this Agreement, agrees, and undertakes to bind by their terms.