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 Services has the meaning given to it in clause 2.1;
- 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;
- Offer means an offer or event specified by the Merchant and which may be viewed and redeemed by Members for the goods and/or services of the Merchant in accordance with the Offer Terms and Conditions;
- ICOFFEE Loyalty Program means the digital loyalty program offered by Merchants, and accessed by ICOFFEE Members through the use of ICOFFEE applications and website.
2. Description of ICOFFEE Services
For the term of this Agreement, ICOFFEE will provide the Merchant with the following services (ICOFFEE Services):
- a licence to use the ICOFFEE Software;
- allowing Merchant Customers to collect digital loyalty stamps;
- management of data relating to Merchant Customers in the manner set out in clause 3;
- assisting the Merchant in its communication with Merchant Customers; and
- visible of the Merchant’s information and Offers on ICOFFEE mobile/web application.
- promotion of the Merchant’s goods/services via Offers in the manner set out in clause 4
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 export 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;

- hold and maintain data in accordance with all applicable laws and
- not allow any other ICOFFEE Partner users to access data relating to Merchant Customers that is unique to the Merchant.
4. Offers
From time to time the parties may agree that the Merchant will provide Offers to Members. In such circumstances, ICOFFEE will act as agent for the Merchant in promoting Offers, and the Merchant will be solely responsible for carrying out its obligations under any Offer that is redeemed by a ICOFFEE Member in accordance with the relevant Offer Terms and Conditions. ICOFFEE will not be responsible for any warranty claims and any obligations of the Merchant under the Consumer Guarantees Act 1993, and such warranty claims and obligations are the sole responsibility of the Merchant
5. Fees
The basic usage of ICOFFEE services is free. Basic usage includes
- Setting up with ICOFFEE Software, with ICOFFEE Loyalty Program enabled.
- Setting up QR Code in physical stores.
- Allowing ICOFFEE Members to collect digital loyalty stamp with ICOFFEE mobile application.
- Allowing Merchants to use app/web portal to setup Posts which will be visible in Merchant’s main page as well as Explore Page.
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.