These terms and conditions (“this Agreement”) apply to any party (“the Business”) wishing to engage CAMBRIAN HUB TECHNOLOGIES FZE (registered in Dubai Silicon Oasis, with service license number 2568, TechnoHub 1, Dubai Silicon Oasis, Dubai, United Arab Emirates) (“Loyaltier”) for the provision of loyalty reward program services (“the Services”). The Services are provided on the terms and conditions set out below. Please read these terms and conditions carefully before paying for, accessing or using the Services. By accessing or using the Software, the Business agrees that it has read, understood and agrees to be bound by these terms & conditions.
1.1 Loyaltier provides the Services to Businesses to establish a loyalty reward program.
Loyaltier agrees to provide the Services to the Business. The Services consists of the licensing of Software and the provision of Accompanying Services.
Software. The Software comprises of the following elements with key features as set out below:
Mobile Apps (iOS and Android): Mobile App for loyalty reward program members of the Business (“Users”) in order to enroll as a member in its customer loyalty program and enjoy it benefits. The Mobile App will be listed and available for download in the App Store and Play Store accounts of Loyaltier.
Database. The database will be maintained on a server under control of Loyaltier; it will be accessible by the Business through a web-portal on a PC. The following is a non-exhaustive list of the features it offers:
• List of customers with contact details.
• Points collection and redemption history of customers.
• Settings to customize the Mobile App such as login image and points collection ratio.
• Content management system enabling Business to make images and descriptions available for display in the Mobile Apps.
• Business will provide Loyaltier will the icon it wishes to use for the Mobile App as well as the name of its loyalty program to be used as the Mobile App name in both stores.
• Loyaltier will create builds of the Mobile App and upload these as a separate listing for the Business under an Mobile App name provided by the Business.
• Business provides descriptions for the store listings of the Mobile App to be used. If desired, Loyaltier can also provide descriptions for the Mobile App to be used in the Mobile App Store and Play Store.
• After having being notified by the Business that it is finished with uploading the initial content Loyaltier will create images of the Mobile App to be used for the store listing and subsequently publish the Mobile App in both stores.
• Loyaltier will give access to the Business to respond to reviews and comments on the Mobile App in the stores.
Ongoing accompanying services:
• Ensuring that technically the software keeps working and providing speedy updates to deal with any bugs, crashes, as well as making the updates required to ensure new policies and technical requirements of the stores and third-party plugins are complied with.
• Support Services: providing technical support to Loyaltier
• At its discretion Loyaltier can release Updates to the Software from time to time.
1.2 Loyaltier shall be entitled at any time without notifying the Business, to release new versions of the Software. In order to continue receiving the Accompanying Services the Business shall be required to update to the latest version.
1.3 Loyaltier makes the Mobile App available for Android and iPhone but reserves the right to determine which smartphone operating system versions the Mobile App is compatible with.
2. Setting up an account
2.1 The Business will be provided with an account with Loyaltier which enables the Business access to the web-portal in which it can manage its loyalty program. Business will have to upload logo, images and descriptions before publishing the Mobile Apps. The following is a not-exhaustive list of the features it offers:
• List of Users with contact details,
• Points collection and redemption history of customers,
• Settings to customize the Mobile App such as login image and points collection ratio,
• Content management system enabling Business to make images and descriptions available for display in the Mobile Apps,
• Possibility to export User data in csv format along with the collection and redemption data.
3. Business offer
3.1 The Business structures the offers and rewards for its Users.
3.2 The User is entitled to collect points based on the amount spent as determined by the setting in your web-portal and to redeem these as a discount on future purchases. The discount is equal to the number of points redeemed as expressed in the home currency you set.
3.3 Any dispute regarding the loyalty program will be between the Business and its customers. You agree that Loyaltier is not responsible and shall have no liability to you or your Users with respect to the loyalty program.
4. Fees & Payment
4.1 The Business may be required to pay a set-up fee, an ongoing subscription fee, and a performance-based fee based on the amount redeemed by the Business’s Mobile App Users. This is agreed under a separate Pricing Schedule which will be provided at checkout and can be requested by email.
4.2 Loyaltier can provide the Business with an invoice stating Loyaltier’ fees in relation to the Services provided to the Business on request.
4.3 Monthly cq. annual subscription fees will be paid monthly resp. annually in advance through a credit card or Paypal unless other means of payment have been agreed. Subscription payments are collected on the same day of the month. If the initial recurring payment falls on the 31st, we will eventually adjusts the billing cycle to the 1st of the month.The first subscription fee is payable as part of the initial set-up fee and the next subscription payment is due a month cq year later.
4.4 Performance-based fees will be billed monthly in arrears. Business consents to Loyaltier accessing the Business’s collection and redemption data in order to calculate the fee due.
4.5 All billed fees are due for payment within 7 days. If not paid the Business’s account access will be suspended.
4.6 If payments are overdue by more than one month the Business’s account will be deleted and access cannot be restored.
4.7 All payments made are non-refundable.
4.8 4.8 Loyaltier reserves the right to change the Pricing Schedule applicable to the Business with 60 days notice.
5. Loyaltier’s obligation
5.1 Loyaltier will use its reasonable endeavors to enable its Users the facility for accessing the Business’s loyalty reward program on the Mobile Apps and to ensure to any materials bugs are resolved without undue delay.
6. Business’s obligations
6.1 The Business hereby undertakes and warrants to Loyaltier:
6.1.1 that the Business will use all reasonable precautions against access to the Mobile App through the portal by any unauthorized persons, including but not limited to the use of usernames and passwords and the securing of information relating to communications between the Business and the rest of the Mobile Apps;
6.1.2 that any information supplied by the Business is accurate, complete and true;
6.1.3 that the Business owns the copyright in or has authorization from the copyright owner to upload, post, transmit, share, store or otherwise make available to Loyaltier for use on the Mobile App any advertisement which contains a name, pictorial representation or logo;
6.1.4 that material uploaded, posted, transmitted, shared or otherwise made available to the Mobile App through the portal is free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties;
6.1.5 that no promotional material is submitted that contains any data, image or other material which;
(a) is offensive, obscene or indecent, or capable of being resolved into obscene or indecent images or material;
(b) is defamatory, threatening or otherwise objectionable;
(c) infringes the rights (including, without limitation, the intellectual property rights) of another person;
(d) is designed or likely to cause disruption to any computer system or to any network; or
(f) is illegal or designed or likely to induce an illegal act.
6.1.6 It will not upload content to the web-portal that is in violation of the policies of the Apple App Store or the Google Play Store.
6.2 The Business agrees to provide Loyaltier a logo of the Business, as this is necessary to enable Loyaltier to provide the Services.
7. Intellectual property
7.1 Loyaltier owns all Intellectual Property Rights in:
7.1.1 the Software and the accompanying documentation;
7.1.2 custom modifications or additions made to the Software at the request of the Business, whether paid for or not,
7.1.3 any other item or material created, developed or provided by or on behalf of Loyaltier under or in connection with the Agreement.
7.2 Feedback: If the Business provides Loyaltier with ideas, reviews, comments or suggestions relating to the Software or the Documentation (together feedback):
7.2.1 all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material enhancements, modifications or derivative works), are owned solely by Loyaltier; and
7.2.2 Loyaltier may use or disclose any feedback for any purpose.
7.3 The Business will own the Intellectual Property rights in the content provided by the Business as well as the contents of its database, including User data and transaction data.
8.1 Loyaltier retains all property rights in all information and all other knowledge relating to Loyaltier, the Services including the technology and design of the Services, the way the Services are implemented, the personnel, policies and business strategies of Loyaltier and the terms of the agreement (including pricing) which come into the Business’s possession from any source, or information which is treated by Loyaltier as confidential regardless of its form, or which is designated by its nature as confidential, but excluding information in the public domain or which may be obtained from Loyaltier without restriction (“Confidential Information”).
8.2 The Business will not use Confidential Information which the Business acquires from Loyaltier for any purpose which may cause Loyaltier loss, whether by way of damage to Loyaltier’s reputation, financial loss, or otherwise.
9.1 Limited of Liability. Loyaltier has no responsibility or liability in relation to the content uploaded by the Business to the Database. Loyaltier has no responsibility for damages incurred as a result of data breach, data loss, violation of privacy laws or anti-spam laws, delisting of the app by the App Store or the Play Store for whatever reason, malfunctioning of the Software, fraudulent use of the Business’s loyalty program. Loyaltier does not accept liability for any consequences, howsoever arising, due to error or delay in the Service. Business will fully indemnify Loyaltier should a third party hold Loyaltier liable on this basis.
9.2 Maximum liability: The maximum aggregate liability of Loyaltier under or in connection with the Agreement or relating to the Software or the Support Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any exceed an amount equal to the Fees paid or due by the Business under the Agreement in the previous 60-day period immediately preceding the event giving rise to such claim. The cap in this clause includes the cap set out in clause 10.4.1.
9.3 Unrecoverable loss: Neither party is liable to the other under or in connection with the Agreement for any:
9.3.1 damage to reputation, loss of profit, revenue, savings, business, data and/or goodwill; or
9.3.2 consequential, indirect, incidental or special damage or loss of any kind.
9.4 No liability for other’s failure: Neither party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other party or its personnel.
9.5 Mitigation: Each party must take reasonable steps to mitigate any loss or damage, cost, or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement.
10.1 Mutual warranties: Each party warrants that it has full power and authority to enter into and perform its obligations under the Agreement which will constitute binding obligations on the warranting party.
10.2 Loyaltier warranties: Loyaltier warrants that:
10.2.1 to the best of its knowledge, the use of the Software by the Business in accordance with the Agreement will not infringe the Intellectual Property Rights of any other person; and
10.2.2 the Software will materially perform in conformity with the key features set out for the Software as communicated at the time of the start of the Agreement although the Business acknowledges that the Software is of a technical nature and may not be error-free or bug-free or shall operate uninterruptedly.
10.3 Breach of warranty: Subject to clause 10.4, if the Software does not meet the warranty in clause 10.2.2, Loyaltier must, at its option and cost, remedy, repair, enhance or replace the defective item so that the Software meets and satisfies that warranty. The remedy, repair, enhancement or replacement of a defective item as described in this clause will be the Business’s sole remedy against Loyaltier for a breach of warranty under clause 10.2.2.
10.4 No implied warranties: To the maximum extent permitted by law:
10.4.1 Loyaltier’s warranties are limited to those set out in the Agreement and all other conditions, guarantees or warranties whether expressed or implied by statute otherwise are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to USD 1000; and
10.4.2 Loyaltier makes no representation concerning the quality of the Software or the Support Services, and does not promise that the Software will be error-free, bug-free, or will operate without interruption. Nor does it guarantee that a loyalty reward program will be successful or cost effective.
11. Relevant law
11.1 These Terms and Conditions are governed by and must be construed in accordance with the laws of Dubai, United Arab Emirates.
12.1 The Business agrees to indemnify Loyaltier and its partners, directors, employees and agents against all claims, demands, proceedings and other liability arising wholly or partly, directly or indirectly, for using the Mobile Apps.
12.2 The Business indemnifies Loyaltier in respect of any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment suffered or incurred by Loyaltier (including, but not limited to, economic loss and all legal costs and disbursements on a full indemnity basis) caused by the Business and/or any willful, illegal or negligent act or omission by the Business.
13. Termination & Suspension
13.1 A business can request cancel their subscription at any time by sending a cancellation request by email to firstname.lastname@example.org. The subscription will then expire at the end of the current subscription period provided. The agreement shall then terminate at the next renewal date.
13.2 Loyaltier may suspend the provision of Services or terminate this Agreement for cause and commence legal proceedings against the Business to recover any overdue amount including legal costs in relation to any action taken against the Business by Loyaltier, if:
13.2.1 the Business fails to pay for any Services provided by Loyaltier, in accordance with this Agreement;
13.2.2 the Business breaches the terms and conditions of this Agreement;
13.2.3 the Business commits an act of bankruptcy;
13.2.4 the Business becomes insolvent;
13.2.5 the Business, in the opinion of Loyaltier, is in breach of any law or regulation;
13.2.6 a receiver, administrator, liquidator or manager is appointed over any of the Business’s assets; or
13.2.7 if the Business resolves to wind up the Business’s company.
13.3 Loyaltier may terminate this Agreement without cause by giving 60 days written notice.
13.4 Consequences of termination or expiry:
13.4.1 Termination or expiry of the Agreement does not affect either party’s rights and obligations accrued before that termination or expiry. Any fees paid by Business will not be refundable.
13.4.2 Business will not have access to the data in the Database during suspension or after termination. Business acknowledges that if he needs these data it will need to make exports of these data before termination. Loyaltier guarantees to make such feature available.
13.4.3 The Mobile Apps will be removed from the Google Play Store and Apple App Store
13.5 Obligations continuing: Clauses which, by their nature, are intended to survive termination or expiry of the Agreement continue in force.
14. Dispute resolution
14.1 Any dispute under or arising out of this agreement shall be adjudicated by the Courts of Dubai.
15. Compliance with foreign law
15.1 Loyaltier makes no representation that the content of the Mobile App complies with the law of any country outside the United Arab Emirates. If the Business accesses this Site from outside the United Arab Emirates, the Business is responsible for ensuring that the Business complies with all laws in the place where the Business is located.
16.1 Loyaltier may vary these Terms and Conditions from time to time at its absolute discretion.
16.2 If a material change to the Terms and Conditions is made, Loyaltier will notify the Business by giving 30 days-notice and by placing a prominent notice on the web-portal identifying the change or by notifying the Business of the change via email.
18.1 If any provision of these Terms and Conditions is held unenforceable in whole or in part, these Terms and Conditions shall continue to be valid as to the other provisions and the remainder of the affected provision.
Last updated: 17/3/2021