Merchants Terms and Conditions

Welcome to ICOFFEE!

1. ICOFFEE definitions

- ICOFFEE Members means any individual person that has registered to be a member of ICOFFEE and agreed to the ICOFFEE User Terms;
- ICOFFEE Member Data means all personal information and other information collected about the ICOFFEE Member;
- ICOFFEE Merchant means any Merchant registered to be a partner with ICOFFEE and agreed to Merchant Terms;
- ICOFFEE Services has the meaning given to it in clause 2;
- ICOFFEE Software means all proprietary software and systems, including the Website and Mobile Applications, developed by ICOFFEE;
- Merchant Customers means customers of the Merchant who are also ICOFFEE Members;
- The ICOFFEE Loyalty Program means the digital loyalty program offered by Merchants and accessed by ICOFFEE Members through the use of ICOFFEE applications.

2. Description of ICOFFEE Services

For the term of this Agreement, ICOFFEE will provide the Merchant with the following services (ICOFFEE Services):
- The right to use ICOFFEE hardware device and, if applicable, the SIM Card(s) (SIM Card) in the manner set out in clause 4;
- A licence to use the ICOFFEE Software;
- Allowing Merchant Customers to collect digital loyalty stamps by either ICOFFEE mobile application or ICOFFEE Easycup Tag;
- Allowing Merchant Customers to access the Merchant with Order & Collect and Prepaid Cards; (optional)
- Management of data relating to Merchant Customers in the manner set out in clause 3;
- Assisting the Merchant in its training of ICOFFEE systems; and
- Assisting the Merchant in its communication with Merchant Customers; and
- Visible of the Merchant's information on the ICOFFEE mobile application.

3. Management of Data

The Merchant
- Acknowledges that ICOFFEE Member Data is protected by ICOFFEE with good faith and in accordance with applicable laws;
- If a Merchant has consent from the Customer, that Merchant may view that Customer's data from the software provided to the Merchant;
- Will not seek to access information in relation to ICOFFEE Members that are not Merchant Customers;

ICOFFEE will
- Hold and maintain data in accordance with all applicable laws and
- Not allow any other ICOFFEE Merchants to access data relating to Merchant Customers that is unique to the Merchant.

4. Hardware Device

4.1 Upon ICOFFEE supplying the Merchant with the Terminal Device and, where applicable, the SIM Card, the Merchant will set up the relevant equipment in the manner prescribed by ICOFFEE at the time of supply;
4.2 The Merchant acknowledges that where Terminal Device or SIM Cards have been supplied to the Merchant and have been found to be faulty or in need of repair, ICOFFEE will, at ICOFFEE's sole discretion, either repair or replace the Terminal Device and/or SIM Card (as applicable). ICOFFEE will not replace or repair any devices which are owned by the Merchant. Any Terminal Device or SIM Card replacements or repairs the need for which arises as a result of misuse by the Merchant or its Merchant Customers are subject to repair or replacement costs, set out in clause 4.3.5.
4.3 Where a Terminal Device has been supplied to the Merchant, the Merchant understands that:
4.3.1 it will not use the Terminal Device(s) and /or SIM Card for any purposes other than receiving the ICOFFEE Services;
4.3.2 the Terminal Device(s) and, where applicable, the SIM Card, are on loan to the Merchant for the term of this Agreement, and ICOFFEE will continue to be the owner of such devices;
4.3.3 it is the Merchant's responsibility to ensure that the Terminal Device(s) and SIM Card, provided to the Merchant, remain undamaged;
4.3.4 the Merchant has an obligation to return any Terminal Device(s) and, where applicable, SIM Card to ICOFFEE upon the termination of this Agreement, in good and operable condition, subject only to ordinary wear and tear;
4.3.5 In the event that the Merchant:
4.3.5.1 Does not return any supplied Terminal Device(s) or SIM Card, to ICOFFEE within 15 days after the termination of this Agreement, ICOFFEE may charge the Merchant a replacement fee for the applicable Terminal Device(s) or SIM Card(s), which is equal to, or less than, the full replacement cost of the device (Replacement Fee); or
4.3.5.2 Returns any supplied Terminal Device(s) or SIM Card to ICOFFEE that is inoperable or damaged (other than as a result of ordinary wear and tear) or where a Terminal Device or SIM Card requires repair or replacement as a result of misuse by the Merchant or its Merchant Customers, ICOFFEE may charge the Merchant the lesser of the cost to repair the Terminal Device or SIM Card, or the full replacement cost of the Terminal Device or SIM Card (as applicable);
4.3.6 it will use such Terminal Device(s) and SIM Card (if any) in accordance with normal usage, and will not alter, or seek to alter, any such device
4.3.7 it will be responsible for training and supervising the Merchant's employees and others acting on the Merchant's behalf in the use of the ICOFFEE Services. ICOFFEE will provide the necessary assistance.

4.4 If Applicable, The Merchant:
4.4.1 acknowledges that this Agreement constitutes a security agreement for the purposes of section 36 of the Personal Properties Securities Act 1999 (PPSA);
4.4.2 acknowledges that a security interest exists in all Terminal Device(s) and any SIM Card supplied to the Merchant; and
4.4.3 grants a security interest in the first Terminal Device(s) and any SIM Card, and all future Terminal Device or SIM Cards supplied to the Merchant under these Terms.
4.4.4 The Merchant will provide all information and do all things that ICOFFEE may require to ensure that ICOFFEE has a perfected security interest in respect of the Terminal Device(s) and any SIM Card under the PPSA.

5. Fees

5.1 The Basic ICOFFEE services are free. Basic Services includes the following:
- Setting up the ICOFFEE Software, with ICOFFEE Digital Loyalty Program enabled.
- Setting up the Optional Features, including Green+, Prepaid Card and Order & Collect.
- Setting up physical QR Code in Merchant stores.
- Allowing ICOFFEE Members to collect digital loyalty stamps with ICOFFEE mobile application.
- Assisting Merchant with training on ICOFFEE Systems.
5.2 ICOFFEE may charge a reasonable fee for each successful Easycup Tag (NFC TAG) (Easycup Tag Fees).
- Easycup Tag Fees will be accrued for each calendar month and will be payable in arrears on or after the first 1 Business Day of the month following the month in which the Easycup Tag Fees were incurred. ICOFFEE will issue to the Merchant monthly invoices for the Easycup Tag Fees, and the Merchant will pay each invoice by the 20th of the month following the month of the invoice
5.3 Online Payment Transaction Fees
- ICOFFEE may provide optional features involved with Online Payment, including Order & Collect and Prepaid Card.
- Although ICOFFEE will not charge additional transaction fees, the 3rd party Payment Processor, namely Stripe (https://stripe.com/nz), will charge 2.9% + $0.3 upon each successfully online payment transaction.
- ICOFFEE will transfer the remaining amount to the Merchant's nominated bank account on a weekly basis.

6. Intellectual Property

ICOFFEE reserves the right to use the Merchant's name in:

Promoting and marketing the ICOFFEE Applications
presentation materials for the purpose of marketing ICOFFEE services and promoting ICOFFEE; and in communications with investors and prospective investors and with third parties with which ICOFFEE does, or seeks to do business.

7. Suspension, Term and Termination

ICOFFEE may suspend the Merchant's access to any or all of the ICOFFEE Services if the Merchant violates any of the terms of this Agreement.

Upon suspension and until such time that the Merchant is no longer suspended or this Agreement is terminated, ICOFFEE will remove the Merchant's access privileges to some or all of the ICOFFEE Services and ICOFFEE Software.

The Merchant may terminate this Agreement for convenience on 2 Weeks' written notice to ICOFFEE

This Agreement can be terminated by the Merchant on 10 Business Days' written notice, if ICOFFEE materially breaches this Agreement and does not correct such breach within 5 Business Days after receipt of written notice of the breach from the Merchant.

The Merchant shall continue to honour all Loyalty Programs, including deal offers and promotions, sent to Merchant Customers prior to termination

8. Disputes

If a dispute arises out of or relates to this Agreement (the Dispute) a party to the Agreement may not commence any court or arbitration proceedings relating to the Dispute unless it has complied with the following paragraphs of this clause, except where the party seeks urgent interlocutory relief.

A party claiming the Dispute has arisen under or in relation to this Agreement must give written notice to the other party specifying the nature of the Dispute. On receipt of that notice, the parties will use all reasonable endeavours to resolve the Dispute through discussion, consultation, negotiation or other informal means.

If the Dispute is not resolved within 15 Business Days of the notice being given pursuant to clause (or within such further period agreed in writing by the parties) either party may, by giving written notice to the other party, require the Dispute to be determined by the arbitration of a single arbitrator. The arbitration will be conducted as soon as possible and in accordance with the provisions of the Arbitration Act 1996.

9. General Provisions

This Agreement may be varied by ICOFFEE at any time by notice to the Merchant (including by email). The variation will become effective on the following date (Effective Date):
- Where ICOFFEE gives notice of the variation after the fifteenth day of any calendar month, the first day of the second calendar month following the month in which such notice is given; or
- Where ICOFFEE gives notice of the variation on or prior to the fifteenth day of any calendar month, the first day of the next calendar month following the month in which such notice is given.
- If the Merchant does not agree to any such variation the Merchant may give notice to terminate this Agreement in accordance with clause 7. The Merchant's failure to terminate this Agreement prior to the Effective Date shall constitute the Merchant’s acceptance of the variation.
- No waiver of any breach of this Agreement will be deemed to be a waiver of any other or any subsequent breach. The failure of any party to enforce any provision of this Agreement at any time will not be interpreted as a waiver of the provision.

Notices and other communications under this Agreement are to be given in writing by email, personal delivery or by post.

This Agreement will be governed by and construed in accordance with the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.