MalBec Tech

Terms and Conditions

The present terms and conditions pertaining to the Loyalty Program Policy (“Policy”) are to be collectively read with the Merchant MOU, Merchant Terms and Regulations and other existing and future company policies of Malbec Technologies Private Limited (“Malbec/ Company”) as enacted by Malbec from time to time.

The Policy contains the additional terms and conditions that apply if Malbec provides Loyalty Program Services to the Merchants. Capitalized terms used and not defined herein will have the respective meanings given to such terms in the Merchant MOU and Merchant Terms and Regulations. Please ensure that you read carefully this Policy, as your acceptance of its terms and conditions will occur when you first use the Loyalty Program Service.

For greater certainty, this Loyalty Program Schedule is part of the Merchant MOU and Merchant Terms and Regulations and remains subject to all of the other applicable Company policies in force and as enacted from time to time. To the extent of any inconsistency between the terms and conditions of this Policy and any other provision of the Merchant MOU and Merchant Terms and Regulations, the terms and conditions of this Policy will govern with respect to the Loyalty Program Service.

Malbec has the authority to change this Policy at any time by giving the Merchant notice in accordance with the Merchant MOU and Merchant Terms and Regulations. The Merchant’s continued use of the Loyalty Program Service after such notification constitutes acceptance of any amendment, restatement, supplement or any other modification to this Policy.

DEFINITIONS

The following is a list of definitions that will assist you in understanding this Policy.

“Applicable Law” means any law, rule, statute, regulation, order, judgment, decree, treaty or other requirement having the force of law.

“Cardholder Terms and Conditions” shall have the meaning ascribed to it in Section 4.2.

“Loyalty Card” means a loyalty card that you order from us for use in your Loyalty Program Service.

“Loyalty Program Service” means the services provided by us pursuant to this Policy to facilitate and support the Loyalty Program Service.

“Personal Information” means any information about an identifiable individual (including, but not limited to, any participant of the Program or a customer).

“IT Act” means the Information and Technology Act, 2000.

“Points” means reward points awarded to Merchants and customers of the Loyalty Program Service.

“Program” means the Loyalty Program Service offered by you to your customer(s).

“Loyalty Program Transaction” means any transaction between the Merchant and a customer in which a Loyalty Card is used including, but not limited to an activation, a de‐activation, a purchase, a voiding or a balance inquiry.

“Loyalty Program Service” means the service being offered by Malbec, whereby points shall accrue to the Merchants and the customers for using Malbec’s Platform for conducting business and transactions.

“Loyalty Cards” means the virtual cards provided to the Merchant and the customers, which shall each carry certain points and privileges which can be later availed by the party in possession of such Loyalty Cards.

“Additional Location Set Up Fee” means the fee for set‐up of each additional location greater than the number of locations included in selected Loyalty Program Service Package.

“Custom Artwork Fee” means the fee that applies to any logo changes on your Loyalty Cards after your initial Loyalty Card order has been processed.

“Loyalty Monthly Subscription Fee” means the fee per month. With respect to the Loyalty Program Service Package Plans, the Loyalty Monthly Subscription Fee shall vary. The Loyalty Monthly Subscription Fee for the Loyalty Program Service Package Plans is determined at the time of setting up and entering into the Loyalty Service Program.

“Loyalty Program Service Change Fee” means the fee applicable to any change to your Loyalty Program Service after Loyalty Program Service has been set up, including any change to Loyalty Program rules, or to any of the following items:

Reward Threshold Level
Reward Coupon $ or % Amount or Message
Loyalty Program Service Package or Plan

The Loyalty Program Service Change Fee is charged for each Loyalty Program Service change request Program Change Request Form submitted. For greater certainty, if you choose to switch Loyalty Program Service Packages or Plans, or additional location set‐ups included will be subject to the additional fees described for such package or plan.

“Loyalty Program Set Up Fee” means the fee for initial set‐up of locations included in selected Loyalty Program Service Package.

“Reward Coupon $ or % Amount or Message” means, with respect to the Loyalty Program Service Package Plans, the reward dollar or percentage discount amount or custom message to be printed on the Reward Coupons.

“Reward Threshold Level” means, with respect to the Loyalty Program Service Package Plans, the number of points necessary for your customer to receive a reward coupon (“Reward Coupon”). One point corresponds to one dollar spent by your customer.

LOYALTY CARDS
1. Eligibility
  
  In order to be eligible and maintain your eligibility for the Loyalty Program Service, you must have (a) a registered ID on Malbec’s Platform (b) a valid Merchant MOU (which by reference incorporates the Merchant Terms and Regulations and the present Policy).
2. Ordering Loyalty Cards
  
  Each time you order Loyalty Cards, you will do so in accordance with our procedures. We will not be liable for any failure to deliver Loyalty Cards due to causes beyond our control.
3. Artwork
  
  In the event the Merchant chooses to personalize its Loyalty Cards with its business logo, then it shall deliver such artwork to Malbec in accordance with Malbec’s specifications and procedures, which shall be intimated to the Merchant via email. In case the Merchant does not wish to customise its Loyalty Cards, then Malbec shall provide mention the Merchant’s name and business logo on the Loyalty Card as per its standard design and procedure. Malbec will not be responsible for any claims made by a third party for infringement of copyright, trademark or other intellectual property right in respect of any artwork that the Merchant provides to Malbec for its Loyalty Card design. The Merchant will indemnify, defend and hold Malbec harmless against any such claims.
4. Loading Loyalty Cards
  
  We will not be responsible or liable for any errors made by you that may arise or relate to the loading, adjusting, or redeeming of reward points on Loyalty Cards.
FEES

The Merchant agrees to pay Malbec a monthly subscription amount along with a one-time an administration (setup) fee plus all of our other fees and charges applicable upon the Merchant for the Loyalty Program Service, including without limitation, additional location set‐up fees, monthly subscription fees, transaction overage fees, Loyalty Program Service change fees, artwork fees, and any applicable taxes, and any other fees indicated in the Merchant MOU, Merchant Terms and Regulations, this Policy and any other company policy in force or enacted by Malbec from time to time.

You agree that we can debit your bank accounts or otherwise collect the fees, charges or other amounts described in this Policy in accordance with the terms of the Merchant MOU and Merchant Terms and Regulations.
PRIVACY
1. Personal Information
  
  You acknowledge that Personal Information you collect, use or disclose may constitute personal information pursuant to the Privacy Act and may be regulated by the Privacy Act. You further agree that any Personal Information will be collected, used, disposed, and disclosed by you in accordance with the Privacy Act.
2. Disclosure
  
  You agree that you shall not disclose any Personal Information to any person other than as authorized by your customers or as required by law.
  
  You agree that you shall use reasonable security measures to protect Personal Information against unauthorized access, disclosure, copying, use or modification.
3. Undertaking
  
  You acknowledge and agree that you are solely responsible for any and all Personal Information you collect from time to time from your customers and that we are not responsible for any claims, losses, costs or damages or expenses which are caused by or arise from Personal Information.
MISCELLANEOUS
1. Term
  
  Subject to Section 4.6, the initial term of this Loyalty Program Schedule will commence on the date when you first order Loyalty Cards and/or start using the Loyalty Program Service and will continue for a period of three (3) years (the “Initial Term”), and will automatically renew for subsequent six (6) month renewal terms (each a “Renewal Term”) unless any party to this Schedule provides 90 days’ notice to the other party of its intention not to renew prior to the expiry of the Initial Term or any Renewal Term.
2. Terms and conditions between you and your customer.
  
  You acknowledge that you must provide cardholder terms and conditions to participants of the Program and you agree that you and each participant of the Program will be bound by such cardholder terms and conditions. We have provided sample terms attached hereto as Schedule “B” (the “Cardholder Terms and Conditions”) which you may apply to the Program. You covenant, undertake and agree to: (i) legibly print your business name on each participant’s application form; and (ii) ensure that each participant of the Program has received and has accepted the cardholder terms and conditions you provide before the participant becomes a member of the Program.
3. Prohibited Products
  
  You agree that you will not award or redeem any Points on the purchase of any product where awarding points on the purchase of such product or redeeming points to enable the purchase of such product is prohibited by Applicable Law.
4. Exclusivity
  
  You agree that we will be your sole and exclusive provider of Loyalty Cards, Loyalty Program Service and other similar products and services.
5. Cancelling the Loyalty Program Service
  
  Notwithstanding anything in this Loyalty Program Schedule to the contrary, we can cancel the provision of the Loyalty Program Service to you (a) immediately, if you are no longer eligible for the Loyalty Program Service and (b) at any time, upon prior notice to you. If cancellation occurs for any reason:
  1. You will no longer be able to order Loyalty Cards from us.
  2. You will no longer be able to accept Loyalty Program Transactions with your Loyalty Program Terminal.
  3. You will no longer be able to load a Loyalty Card with reward points.
  4. You will continue to be responsible to redeem any outstanding reward points earned by your customers under your Program.
  5. You are still responsible for any amounts you owe us according to this Loyalty Program Schedule.
6. Limits on our Responsibilities
  
  In addition to any and all other rights that we have under the Agreement, the parties further agree and acknowledge that:
  1. You will settle any claims or disputes relating to Loyalty Cards directly with your customers.
  2. You will indemnify, defend and hold us harmless for claims made against us by a customer that arise from or are related to any Loyalty Card including but not limited to any claims which arise from your failure to protect Personal Information in accordance with this Loyalty Program Schedule and any and all applicable privacy legislation including but not limited to the Privacy Act.
  3. We are not responsible for claims, losses, costs, damages ‐ whether direct, indirect or consequential ‐ or expenses caused by or arising out of the Loyalty Program Service, the Program or the Loyalty Cards including but not limited to any violation, fraud or abuse of the Program. Loyalty Program Service Packages
LOYALTY PROGRAM SERVICE PACKAGES
1. Basic Loyalty Program Service Package - LITE
  1. Standard Loyalty Cards with Member enrolment forms for applicable Card Fees, which can be customized with logo or business name.
  2. Custom Loyalty Cards with Member enrolment forms for applicable Card Fees.
  3. Initial set‐up of 1 location.
  4. One Loyalty welcome kit per location.
  5. Cost of availing the Basic Loyalty Service Package shall be as mentioned in merchant portal.
2. Enhanced Loyalty Program Service Package - PRO
  1. Minimum number of locations for eligibility: 5 locations.
  2. Custom Loyalty Cards for applicable Card Fees.
  3. Initial set‐up of 5 locations.
  4. One Loyalty welcome kit per location.
  5. Cost of availing the Enhanced Loyalty Service Package shall be as mentioned in merchant portal.
3. Superior Loyalty Program Service Package - ELITE
  1. Minimum number of locations for eligibility: 10 locations.
  2. Custom Loyalty Cards for applicable Card Fees.
  3. Initial set‐up of 10 locations.
  4. One Loyalty welcome kit per location.
  5. Cost of availing the Superior Loyalty Service Package shall be as mentioned in merchant portal.
CARDHOLDER TERMS AND CONDITIONS

The following terms and conditions apply to the Rewards Program (the “Program”) of the Merchant whose name is set out in this application form and/or the merchant who has otherwise deemed the Member to be eligible to participate in the merchant’s Program and has issued the Member a Merchant Points Card (as each such term is defined below) (the “Merchant”).
1. The Program awards Reward Points (“Points”) to participants of the Program (each a “Member”) who can either be the Merchant or the customer, present their Loyalty Card for eligible purchases at a rate of accumulation of Points in relation to Indian Rupees spent by the Member. Points may also be awarded based on other activities as designated by the Merchant from time to time. Points will not be awarded for purchases made by the Member from the Merchant prior to enrolling in the Program.
2. Points are accumulated and may be redeemable for rewards in accordance with reward levels which are determined by the Merchant in its sole discretion. Once the Member has accumulated sufficient Points to earn a reward, the following may occur as determined by the Merchant in its sole discretion: a rewards coupon (the “Coupon”) may be presented to the Member on the Member’s sales receipt (the “Sales Receipt”), or the Merchant may allow the Member, upon request, to redeem Points for products and services. Upon the issuance of a Coupon or the redemption of Points, the Member’s Points total will be reduced by the specified number of Points required for the reward being redeemed. All Points totals as shown on the Sales Receipt will be deemed to be correct, unless determined otherwise by the Merchant.
3. Points have no monetary value or any other benefit other than that described in these terms and conditions. For greater certainty, Points may not be redeemed for cash.
4. Points are not awarded and may not be redeemed on certain items sold by the Merchant including but not limited to: (a) any item where awarding or redeeming Points on the purchase of such item is prohibited by any law, rule, statute, regulation, order, judgment, decree, treaty or other requirement having the force of law; or (b) any other items specified by the Merchant from time to time in its sole discretion.
5. Credits or returns will reduce or cancel Points previously awarded for the original purchase.
6. Every time the Member makes a purchase, the Member’s Points balance along with the number of Points earned on the transaction will appear on the Member’s loyalty card.
7. The Member may only accrue Points to the account of the Member. Points may not be assigned, traded or otherwise transferred.
8. The Points are for personal use only. Business corporations, joint ventures, partnerships, groups or associations may not register unless the Member has obtained the prior consent of the Merchant.
9. The eligibility of the Member to participate in the Program shall be determined by Malbec in its sole discretion.
10. The Card remains the property of the Member. The Member is responsible for reporting misplaced, lost, stolen or damaged Cards to Malbec. Malbec is not responsible for rewards redeemed fraudulently through Cards that have been misplaced, lost, or stolen.
11. The Merchant shall maintain the privacy, security and integrity of all personal information the Member submits to the Merchant (“Personal Information”).
12. The Merchant agrees that any Personal Information will be collected, used, disposed of and disclosed in accordance with the IT Act and any other applicable legislation and the Merchant, Member and Malbec will at all times respect and observe the provisions in IT Act.
13. The Points are for personal use only. Business corporations, joint ventures, partnerships, groups or associations may not register unless the Member has obtained the prior consent of the Merchant.
14. By submitting the Personal Information to the Merchant or any of its service providers or agents, the Member consents and agrees that the Merchant may (i) collect, use and/ or disclose Personal Information to communicate with the Member, to better understand the Member’s shopping and information needs and to offer the Member relevant information, products, services and rewards to meet those needs; and (ii) allow limited and secured access to the Personal Information by authorized entities (including but not limited to Malbec) under its strict supervision solely for the purposes of supporting the Program.
15. The Member consents to and agrees that on occasion, the Merchant may communicate special offers, information and services to the Member.
16. If at any time, the Member wishes to withdraw from the Program, the Member shall return the Card to Malbec or the Merchant along with a written request to Malbec/ Merchant requesting that Malbec/ Merchant deactivate the Member’s Points account. Upon withdrawing from the Program, the Member shall forfeit all accumulated and unredeemed Points. The Member acknowledges and agrees that the Card may be deactivated by Malbec/ Merchant after a period of inactivity, as determined by the Merchant in its sole discretion, and that a deactivated Card may not be reactivated. Upon deactivation of the Card, the Member shall forfeit all accumulated and unredeemed Points.
17. Any disputes regarding the Program will be resolved by the Merchant in its sole discretion (including but not limited to disputes regarding the interpretation of these terms and provisions or any administrative or other procedures as may be established by the Merchant from time to time). All determinations made by the Merchant in connection with the Program shall be binding on the Member.
18. Malbec and the Merchant shall not be liable to the Member in any way or in any manner whatsoever for any direct or indirect claims, losses, costs, damages or expenses (the “Damages”) caused by or arising from the Member’s participation in the Program including, without limitation Damages which arise as a consequence of any breach by the Merchant of its obligations herein, whether or not the Merchant knew or had reason to know that such Damages might be incurred. Malbec reserves the right to amend these terms and conditions from time to time or terminate the Program at any time. Termination of the Program will result in forfeiture of all Points without compensation unless the Member redeems the Points within thirty (30) days of the termination of the Program.
19. Any failure of the Member to comply with any of these terms or conditions or any violation, fraud or abuse of the Program may result in forfeiture of all Points and possible termination] of the Member’s account without compensation.
20. By signing or accepting this application form, the Member acknowledges and agrees to be bound by these terms and conditions.

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