Merchants Terms and Conditions
Welcome to ICOFFEE!
- 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
- 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;
- visible of the Merchant’s information and Offers on ICOFFEE mobile/web
- promotion of the Merchant’s goods/services via Offers in the manner
set out in clause 4
- 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.
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
The basic usage of ICOFFEE services is free. Basic usage includes
- Setting up with ICOFFEE Software, with ICOFFEE Loyalty Program
- Setting up QR Code in physical stores.
- Allowing ICOFFEE Members to collect digital loyalty stamp with ICOFFEE
- Allowing Merchants to use app/web portal to setup Posts which will be
visible in Merchant’s main page as well as Explore Page.
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
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
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
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
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.