Important – Read Carefully
NEFSY Terms and Conditions
ACCEPTANCE OF TERMS AND CONDITIONS
At Nefsy, we promote third-party businesses, like yours, on our Site and through our applications and Services. This means we collect money from customers on behalf of the business, and then distribute Nefsy Goods and/or Services for goods and services to be provided by these businesses. The business (not Nefsy) is the seller of the product or service and is solely responsible for honouring any Goods and/or Services purchased. Nefsy makes no warranty about the standard or quality of any product or service. We base our promotional material on information provided by the Merchants and its affiliates.
Nefsy provides this Site, containing an online service operated by Nefsy on the Internet (the “Web”), consisting of services, content, and capabilities and applications, (collectively, the “Services”) facilitated through Nefsy, affiliates of Nefsy or merchants (“Merchants”).
This Agreement sets forth the terms and conditions that apply to the use of the Services offered by or through Nefsy, to the End User. By using this Site and Nefsy applications (other than to read this Agreement for the first time), or the Services, End User agrees to comply with all of the terms and conditions hereof. The right to use this Site and Services are personal to End User and is not transferable to any other person or entity. End User shall be responsible for protecting the confidentiality of End User’s password(s), if any. End User acknowledges that the Internet is not a secure environment and sometimes there are interruptions in service or events that are beyond the control of Nefsy, and Nefsy shall not be responsible for any data lost while transmitting information on the Internet. While it is Nefsy’s objective to make the Site and Services accessible 24 hours per day, 7 days per week, the Site and Services may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of Nefsy, access to the Site and Services may be interrupted, suspended or terminated from time to time.
Nefsy shall have the right at any time to change or discontinue any aspect or feature of the Services, including, but not limited to, content, hours of availability and equipment needed for access or use. Further, Nefsy may discontinue disseminating any portion of information or category of information, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics.
You represent that you are of legal age to form a binding contract. You must be at least 18 years old to be eligible to use the Services. However, if you are at least 13 years old but not yet 18, you may use the Services in conjunction with your parent or guardian who agrees to this Agreement. No one under age 13 may use the Services.
2. Modified Terms
End User shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of these Services and all charges related thereto. Nefsy shall not be liable for any damages to the End User’s equipment resulting from the use of these Services.
4. End User Conduct
These Services and any individual sites, city-specific, or state/country-specific sites now or hereinafter contained within or otherwise available through external hyperlinks with our Services (the “Microsites”) are private property. All interactions on these Services and/or the Microsites must comply with these Terms and Conditions. Although we welcome and encourage user interaction on our Services, we do insist and require that all End Users restrict any and all activity in connection with the use of these Services and the Microsites to that which involves lawful purposes only. End User shall not post or transmit through these Services any material which violates or infringes in any way upon the rights of others, or any material which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Nefsy’s express prior, written approval, contains advertising or any solicitation with respect to products or services. Any conduct by an End User that in Nefsy’s exclusive discretion restricts or inhibits any other End User from using or enjoying these Services and/or any of the Microsites is strictly prohibited.
5. Copyright and Trademarks
a) Nefsy’s Materials
Everything located on or in these Services, including the Microsites, is the exclusive property of Nefsy, or used with express permission of the copyright and/or trademark owner. ANY COPYING, DISTRIBUTING, TRANSMITTING, POSTING, LINKING, DEEP LINKING, OR OTHERWISE MODIFYING OF THIS SITE OR THESE SERVICES OR ANY OF THE MICROSITES WITHOUT THE EXPRESS WRITTEN PERMISSION OF NEFSY IS STRICTLY PROHIBITED. Any violation of this policy may result in a copyright, trademark or other intellectual property right infringement that may subject End User to civil and/or criminal penalties whether or not such rights have been registered and wherever in the world such rights may subsist.
These Services and any Microsites contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Services are protected by copyright laws and other applicable laws. Nefsy owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. End User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. End User may download, print, and/or save copyrighted material for End User’s personal use only. Except as otherwise expressly stated under directly applicable copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express permission of Nefsy or the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. End User acknowledges that he/she/it does not acquire any ownership rights by downloading copyrighted material. Trademarks that are located within or on the Services or a Microsite otherwise owned or operated in conjunction with Nefsy shall not be deemed to be in the public domain but rather the exclusive property of Nefsy, unless such site is under license from the Trademark owner thereof, in which case such license is for the exclusive benefit and use of Nefsy unless otherwise stated.
End User shall not upload, post or otherwise make available on these Services any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. Nefsy does not have any express burden or responsibility to provide End User with indications, markings or anything else that may aid End User in determining whether the material in question is copyrighted or trademarked. End User shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting material to any public area of these Services or any Microsite, End User warrants that the owner of such material has expressly granted Nefsy the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. End User also permits any other end user to access, view, store or reproduce the material for that End User’s personal use. End User hereby grants Nefsy the right to edit, copy, publish and distribute any material made available on these Services or any Microsite by End User.
The foregoing provisions of Section 5 apply equally to and are for the benefit of Nefsy, its subsidiaries, affiliates, Merchants and its third-party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
b) Merchant’s Materials
Merchant grants to Nefsy a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: (a) Merchant’s name, logos, trademarks, service marks, domain names, and any audio-visual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorised or approved to use by Merchant (collectively, “Merchant IP”); and (b) any third party’s name, logos, trademarks, service marks, domain names, audio-visual recordings, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorised or approved for use by Merchant (collectively, “Third Party IP”), in each case in connection with the promotion, sale/resale (as may be applicable) or distribution of the Merchant’s Goods and/or Services in all media or formats now known or hereinafter developed (“License”). Any use of the Merchant IP or Third-Party IP as contemplated in this Agreement is within Nefsy’s sole discretion.
6. Copyright Policy
Nefsy reserves the right to terminate its agreement with any End User who infringes third-party copyright rights upon prompt notification to Nefsy by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that a copyrighted work has been copied and posted via the Services or any Microsite in a way that constitutes copyright infringement, you shall provide Nefsy with the following information: (a) an electronic or physical signature of the person authorised to act on behalf of the owner of the copyrighted work; (b) an identification and location on the Services or any Microsite of the copyrighted work that you claim has been infringed; (c) a written statement by you that you have a good faith belief that the disputed use is not authorised by the owner, its agent, or the law; (d) your name and contact information, such as telephone number or e-mail address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorised to act on the copyright owner’s behalf.
7. Disclaimer of Warranty
END USER EXPRESSLY AGREES THAT USE OF THIS SITE, THE SERVICES, AND THE MICROSITES IS AT END USER’S SOLE RISK. NEITHER NEFSY, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE SITE, SERVICES OR ANY MICROSITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THIS SITE, SERVICES, OR ANY MICROSITE, OR (II) THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION OR SERVICES PROVIDED THROUGH THIS SITE, SERVICES, OR THE MICROSITES.
THIS SITE, SERVICES, AND THE MICROSITES ARE MADE ACCESSIBLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEFSY HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
8. Limitation of Liability
EXCEPT FOR MERCHANT’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT IS EITHER PARTY LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST BUSINESS, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. NEFSY’S SOLE AND COMPLETE LIABILITY TO MERCHANT FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY ERRORS, OMISSIONS OR MISPLACEMENTS OF ANY Goods and/or Services IS LIMITED TO THE AMOUNT OF FEES RETAINED BY NEFSY HEREUNDER FOR THE PRECEDING SIX (6) MONTHS AFTER FINAL CALCULATION AND RECONCILIATION OF ALL REFUNDS. THIS LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY. IN ADDITION, ANY CLAIM BY OR ON BEHALF OF A MERCHANT IN CONNECTION WITH ANY PAYMENT MADE BY NEFSY, INCLUDING, BUT NOT LIMITED TO, CLAIMS ALLEGING THAT A MERCHANT WAS UNDERPAID, MUST BE MADE IN WRITING TO NEFSY WITHIN NINETY (90) DAYS FROM THE DATE NEFSY REMITS THE PAYMENT AT ISSUE. ALL CLAIMS NOT MADE IN ACCORDANCE WITH THE FOREGOING SHALL BE DEEMED WAIVED, RELEASED AND DISCHARGED BY MERCHANT.
Nefsy shall have the right, but not the obligation, to monitor the content of the Services and any Microsites at all times, including any forums or reviews that may hereinafter be included as part of the Services, to determine compliance with this Agreement and any operating rules established by Nefsy, as well as to satisfy any applicable law, regulation or authorised government request. Without limiting the foregoing, Nefsy shall have the right, but not the obligation, to remove any material that Nefsy, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
11. License Grant
By posting communications on or through these Services or any Microsite, End User shall be deemed to have granted to Nefsy a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the communication alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sublicense such rights through multiple tiers of sublicensees.
TO THE EXTENT ALLOWED UNDER APPLICABLE LAW, MERCHANT AGREES TO DEFEND, INDEMNIFY AND HOLD NEFSY, ITS AFFILIATED AND RELATED ENTITIES, AND ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES, HARMLESS FROM AND AGAINST ANY CLAIMS, LAWSUITS, INVESTIGATIONS, PENALTIES, DAMAGES, LOSSES OR EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES AND COSTS) ARISING OUT OF OR RELATING TO ANY OF THE FOLLOWING: (A) ANY BREACH OR ALLEGED BREACH BY MERCHANT OF THIS AGREEMENT, OR THE REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT; (B) ANY CLAIM FOR SALES, USE, OR SIMILAR TAX OBLIGATIONS OF MERCHANT ARISING FROM THE SALE AND REDEMPTION OF A Goods and/or Services; (C) ANY CLAIM BY ANY LOCAL, STATE, PROVINCIAL, TERRITORIAL OR FEDERAL GOVERNMENTAL ENTITY FOR UNREDEEMED Goods and/or Services; (D) ANY CLAIM ARISING OUT OF A VIOLATION OF ANY LAW OR REGULATION BY MERCHANT OR GOVERNING MERCHANT’S GOODS AND/OR SERVICES; (E) ANY CLAIM ARISING OUT OF MERCHANT’S VIOLATION OF LAW OR REGULATION GOVERNING THE USE, SALE, AND DISTRIBUTION OF ALCOHOL; (F) ANY CLAIM BY A PURCHASER OR ANYONE ELSE ARISING OUT OF OR RELATING TO THE GOODS AND SERVICES PROVIDED BY MERCHANT AND/OR PICK UP OF THE GOODS AND SERVICES MERCHANT’S FACILITIES OR PLACE OF BUSINESS, INCLUDING BUT NOT LIMITED TO, ANY CLAIMS FOR FALSE ADVERTISING, PRODUCT DEFECTS, PERSONAL INJURY, DEATH, OR PROPERTY DAMAGES; (G) ANY CLAIM BY A PURCHASER FOR THE AMOUNT PAID FOR A Goods and/or Services; (H) ANY CLAIM ARISING OUT OF MERCHANT’S MISUSE OF PURCHASER DATA, OR ANY VIOLATION OF AN APPLICABLE DATA PRIVACY OR SECURITY LAW; AND (I) ANY CLAIM ARISING OUT OF MERCHANT’S NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT. NEFSY MAINTAINS THE RIGHT TO CONTROL ITS OWN DEFENSE AND TO CHOOSE AND APPOINT ITS OWN DEFENSE COUNSEL, REGARDLESS OF THE PRESENCE OR ABSENCE OF A CONFLICT OF INTEREST BETWEEN NEFSY AND MERCHANT. MERCHANT’S DUTY TO DEFEND AND INDEMNIFY NEFSY INCLUDES THE DUTY TO PAY NEFSY’S REASONABLE ATTORNEYS’ FEES AND COSTS, INCLUDING ANY EXPERT FEES.
Nothing in this Agreement shall be construed so as to create a joint venture, partnership or agency/representative relationship between End User and Nefsy and neither End User or Nefsy shall have the right or authority to incur any liability debt or cost or to enter into any contracts or other arrangements in the name of or on behalf of the other.
Nefsy may terminate this Agreement at any time. Without limiting the foregoing, Nefsy shall have the right to immediately terminate or suspend any passwords or accounts of End User in the event of any conduct by End User or which Nefsy, in its sole discretion, considers to be unacceptable, or in the event of any breach by End User of this Agreement. The provisions of Sections 2, 4, 5, 6, 7, 10, 11, and 12 will survive termination of this Agreement.
Nefsy is a trademark of Nefsy. All rights in respect of this trademark are hereby expressly reserved. Unless otherwise indicated, all other trademarks appearing on Nefsy are the property of their respective owners.
15. Third-Party Content
Nefsy, similar to an Internet Service Provider, is a distributor (and not a publisher) of content supplied by third parties and End Users. Accordingly, Nefsy has no more editorial control over such content than does a newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, or any other end users are those of the respective author(s) or distributor(s) and not of Nefsy.
In many instances, the content available through these Services represents the opinions and judgments of the respective information provider, end user, or other user not under contract with Nefsy. Nefsy neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made on Nefsy by anyone other than authorised Nefsy employee spokespersons while acting in official capacities. Under no circumstances will Nefsy be liable for any loss or damage caused by an end user’s reliance on information obtained through Nefsy. It is the responsibility of End User to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, etc., or other content available through Nefsy.
Nefsy contains links to third-party websites maintained by other content providers. These links are provided solely as a convenience to you and not as an endorsement by Nefsy of the contents on such third-party sites, and Nefsy hereby expressly disclaims any representations regarding the content or accuracy of materials on such third-party websites. If End User decides to access linked third-party websites, End User does so at its own risk. Unless you have executed a written agreement with Nefsy expressly permitting you to do so, you may not provide a hyperlink to the Services or any Microsite from any other website. Nefsy reserves the right to revoke its consent to any link at any time in its sole discretion.
This Agreement, including the Terms of Sale set forth below (which are incorporated into this Agreement), and any operating rules for Nefsy established by Nefsy, constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall be of no legal force or effect. If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of this Agreement shall continue in full force and effect. The failure of either party to exercise any of its rights under this Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder.
17. Governing Law
These Terms and Conditions shall be governed by the laws of the United Arab Emirates. The Courts of law at Dubai shall have exclusive jurisdiction over any disputes arising under this agreement.
YOU MUST COMMENCE ANY LEGAL ACTION AGAINST US WITHIN ONE (1) YEAR AFTER THE ALLEGED HARM INITIALLY OCCURS. FAILURE TO COMMENCE THE ACTION WITHIN THAT PERIOD SHALL FOREVER BAR ANY CLAIMS OR CAUSES OF ACTION REGARDING THE SAME FACTS OR OCCURRENCE, NOTWITHSTANDING ANY STATUTE OF LIMITATIONS OR OTHER LAW TO THE CONTRARY. WITHIN THIS PERIOD, ANY FAILURE BY US TO ENFORCE OR EXERCISE ANY PROVISION OF THESE TERMS OR ANY RELATED RIGHT SHALL NOT CONSTITUTE A WAIVER OF THAT RIGHT OR PROVISION.
II. TERMS OF SALE
1. Goods and/or services
- The Goods and/or services purchased through Nefsy is redeemable for goods or services by the Merchant. The Merchant, not Nefsy, is the seller of the Goods and/or services and the goods and services and is solely responsible for redeeming any Goods and/or services purchased. Nefsy sells a Goods and/or services that can be redeemed in connection with the purchase of the goods or services from Merchant.
- Nefsy is authorised to promote and sell Goods and/or services on Merchant’s behalf subject to the terms of this Agreement and these “Terms of Sale.” All Goods and/or services will reflect the Merchant’s Offering, which is defined as means the goods and/or services to be provided by the Merchant, stated on the Goods and/or services as presented by Nefsy.
- The Goods and/or services will evidence the Merchant Offering and will be sent to the purchaser electronically once payment is received. The purchaser will then redeem the Goods and/or services with the Merchant by presenting the Goods and/or services in electronic form. Merchant is the issuer of the Goods and/or services and seller of the Merchant Offering. Merchant will provide purchaser the goods and/or services described in the Goods and/or services.
- Nefsy is authorised to promote and sell Goods and/or services on Merchant’s behalf through any platform. The Goods and/or services may be offered to all or part of Nefsy’s customers and users. The features may be offered through a variety of distribution channels, including, the Internet, the Site, email, mobile applications, other types of electronic offerings and other platforms or distribution channels owned, controlled, or operated by Nefsy, its affiliates or business partners.
- Nefsy is authorised to promote and sell up to the maximum number of Goods and/or services in multiple markets and on dates in its discretion. If Merchant elects to offer recurring month-to-month features, then Nefsy will promote and sell up to the maximum number of Goods and/or services for the initial feature, then promote and sell up to the monthly maximum number of Goods and/or services for subsequent features. Merchant shall specify the maximum number of Goods and/or services and, if applicable, specify the monthly maximum number of Goods and/or services, and may increase either number in its discretion.
- Nefsy reserves the continuing right to reject, revise, or discontinue any Merchant Offering, at any time and for any reason in Nefsy’s sole discretion, and to terminate the Merchant Offering and to remove all references to the Merchant Offering and Goods and/or services from the Site; and redirect or delete any URL used in connection with the Merchant Offering.
- Merchant shall honour the Goods and/or services for the Merchant Offering through the Goods and/or services expiration date.
- After the Promotional Value expiration date, Merchant must always allow the purchaser to redeem the Goods and/or services for the amount paid for the Goods and/or services by the purchaser toward the Merchant Offering. If the goods and services constituting the Merchant Offering and stated on the Goods and/or services are no longer available, the Merchant must always allow the purchaser to redeem the Goods and/or services toward any goods or services then offered by the Merchant equivalent to at least the amount paid by the purchaser.
- Merchant agrees that in providing the Merchant Offering, Merchant will not inflate prices or impose any additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms stated on the Goods and/or services. Merchant further agrees not to impose different terms or a different cancellation policy than what is imposed on its non-Nefsy customers.
- Merchant is responsible for all customer service in connection with the Merchant Offering and for supplying all goods and services stated in the Merchant Goods and/or services.
- Merchant agrees to accept returns of the Merchant Offering in compliance with applicable laws and will not impose a more restrictive return policy on purchasers than Merchant’s regular return policy as applied to Merchant’s purchaser in the ordinary course of Merchant’s business.
- Amounts retained by Nefsy from the proceeds of the Merchant Offering are compensation to Nefsy for marketing, promoting, and advertising the Merchant Offering and distributing the Goods and/or services on behalf of Merchant.
- Nefsy is authorised to initiate transaction to Merchant’s depository account at the depository financial institution named by Merchant or as otherwise provided to Nefsy by Merchant in writing (“Merchant Bank Account”). Only in the event of an error, Nefsy is authorised to initiate debit entry adjustments to the Merchant Bank Account to correct any error. Merchant shall be responsible for and shall pay any fees required by any payments by or from Nefsy to Merchant’s Bank Account, which shall specifically include any telegraphic transfer fees.
- Merchant will accept the amounts received from Nefsy as payment in full for all services provided by Merchant delivered pursuant to the Merchant Offering. Merchant is solely responsible for complying with any contractual requirements imposed by its contracts with any third parties, including but not limited to requirements related to offering discounted services.
- Tax Levy. In the event Nefsy receives written notice of a validly issued tax levy relating to past-due taxes owed by Merchant, Nefsy may, in accordance with applicable law, deduct any such amounts from payments due to Merchant.
- Taxes Generally. It is Merchant’s responsibility to determine what, if any, taxes apply to the payments Merchant makes or receives, and it is Merchant’s responsibility to collect, report and remit the correct tax to the appropriate tax authority. Nefsy is not responsible for determining whether taxes apply to Merchant’s transaction with either purchasers or Nefsy, or for collecting, reporting or remitting any taxes arising from any transaction with or by Merchant and purchaser. Merchant may be asked to provide Nefsy with a valid tax identification number for tax reporting purposes. Notwithstanding anything else in this Agreement, Merchant shall be, and will remain, registered for sales, use and other similar tax collection purposes in all states and localities in which Merchant is required to be so registered in connection with the Merchant Offering and pursuant to the terms and redemption of the Goods and/or services, and shall be responsible for paying any and all sales, use or any other taxes related to the Merchant Offering or the goods and services.
- Transaction Taxes. Merchant bears sole financial responsibility for any and all sales, use, excise, general, growth, income, GST, VAT, or other taxes, if any, including any interest penalties and additions related thereto, imposed on or arising from the transactions contemplated by this Agreement between Nefsy and Merchant (“Transaction Taxes”), if any. Nefsy shall apply the applicable Transaction Tax to the amounts it retains and/or other fees remitted to Nefsy pursuant this Agreement. Tax rates are subject to change. If applied, Transaction Taxes will be calculated at the time of each payment using the rates in effect under current law.
- Withholding Taxes. Nefsy may be required by tax authorities to withhold taxes on behalf of Merchant. Nefsy reserves the right to deduct any such taxes from amounts due to Merchant and to remit them to the appropriate tax authority. Nefsy may also be required to report the withholding tax payments to the tax authorities. Nefsy shall provide evidence of payment of withholding taxes to Merchant no later than 60 days after payment of the withholding taxes
- Notwithstanding anything to the contrary, Nefsy will have no obligation to advance amounts that have been paid to Nefsy by a purchaser until Merchant has complied with Merchant’s obligations under this Agreement. If Nefsy reasonably believes that Merchant has breached any provision of this Agreement, Nefsy may offset, delay, withhold, or suspend future payments to Merchant, in Nefsy’s sole discretion. In addition, if Merchant is unwilling to, or in Nefsy’s reasonable discretion appears unable to, perform its obligations under this Agreement, Nefsy is authorised to offset, delay, withhold, or suspend future payments to Merchant in addition to such other remedies as may be available under this Agreement or at law, to secure payment from Merchant for any refunds and/or other amounts payable by Merchant under this Agreement.
- Any and all users have the right to refund the value of the Goods and/or Service purchase at any time as long as it’s within the validity time, and as long as it is not redeemed, Nefsy is not entitled to any payment to the merchant in such case, and deduction of fees will be applicable and absorbed by the merchant
- All payments are done through payment gateway and its third parties and affiliates, which fall under the rules and regulations of the payment gateway, the payment gateway can change from time to time, along with its rules, as well as the fees of the payment gateway Nefsy using, its sole desertion of Nefsy to choose which payment gateway, while merchant should adhere to all rules and regulation of the payment gateway, and its fees to be absorbed by the merchant
3. Terms and Conditions for Restaurant-Specific Goods and/or services.
- For this section, “Restaurant” shall be defined as a Merchant who offers food and beverage for sale in its regular business operations and is making such food and beverages available to purchasers of Goods and/or services.
- It is the sole responsibility of participating Merchant’s to honour orders from purchasers for Goods and/or services as Nefsy is only a conduit between purchasers and the Merchants. Nefsy shall not be liable for any acts or omissions on part of the Merchants, including deficiency in service, wrong delivery of order, quality of food or the goods and services, or expiry of goods and services and time taken to deliver order, or any damage by any means happened to Nefsy user/s for using or consuming the Goods and/or Services provided by the merchant etc.
- Redemption frequency is determined by Restaurants and shall be contained in the Goods and/or services offer on the Services.
- Use of Restaurant-Specific Goods and/or services for alcoholic beverages is at the sole discretion of the Restaurant and is subject to compliance with applicable law.
- Goods and/or services cannot be combined with any other Restaurant Goods and/or services, third party certificates, coupons, or promotions, unless otherwise specified by Restaurant.
- Restaurant-Specific Goods and/or services cannot be used for taxes, tips or prior balances, unless permitted by the Restaurant.
- Services offered like dine in, take away, delivery and others should be stated by the Restaurant on the Restaurant-Specific Goods and/or services.
- The issuing of Restaurant credit is at the sole discretion of the Restaurant unless otherwise required by applicable law.
4. Promotional Programs
In an effort to incentivise Goods and/or services sales, Merchant authorises Nefsy, at any time and in Nefsy’s sole discretion, to increase or decrease the Amount Paid for the Merchant’s Goods and/or services (any such effort, “Promotional Program(s)”). For each Goods and/or services sold as part of a Promotional Program, the Net Remittance Amount may be adjusted in an amount equal to the percentage increase or decrease in the Amount Paid (“Promotional Adjustment”).
5. Representations and Warranties
Merchant represents and warrants that:
- Merchant has the right, power and authority to enter into this Agreement;
- Merchant, if required by applicable law, is registered for sales and use tax collection purposes in all jurisdictions where Merchant’s goods and services will be provided;
- the Goods and/or services , upon being delivered by Nefsy, will be available immediately for redemption and Merchant will have sufficient goods and/or services available for redemption through the expiration date (i.e., a number of goods and/or services sufficient to fulfil its redemption obligations in connection with the applicable maximum number of Goods and/or services);
- the terms and conditions of the Goods and/or services, including any discounts or goods and services offered thereunder do not and will not violate any, local, state, provincial, territorial or federal law, statute, rule, regulation, or order, including but not limited to, any law or regulation governing the use, sale, and distribution of alcohol and any laws governing Goods and/or services, gift cards, coupons, and gift certificates;
- the Merchant’s redemption of the Goods and/or services will result in the bona fide provision of goods and/or services by Merchant to the purchaser;
- Merchant owns all interest in and to the Merchant IP and has licensing rights in (with the right to sublicense to Nefsy) the Third-Party IP, and has the right to grant the License stated in this Agreement;
- the Merchant IP and the Third Party IP, the Merchant Offering, Nefsy’s use and promotion thereof, and the results of such Merchant Offerings, will not infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any applicable law, and does not and will not result from the misappropriation of any trade secret or the breach of any confidentiality obligations to any person or entity;
- the Merchant IP and Third-Party IP does not include any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any law;
- the Goods and/or services and any advertising or promotion of Merchant’s goods and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable law; and
- Merchant’s business information and direct deposit details as provided in this Agreement, indicating where payments should be forwarded are accurate and Merchant is the authorised entity to receive the funds forwarded by Nefsy.