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B2B Partners Terms and Conditions – Liquid Barcodes – Marketing technology

B2B Partners Terms and Conditions

This is a copy of the TERMS AND CONDITIONS that must be accepted to start using Liquid Barcodes’ partner dashboard. 

(Errors and omissions excepted.)

 

TERMS AND CONDITIONS

1. BACKGROUND AND PURPOSE
These Terms and Conditions («T&Cs») govern the general terms and conditions of the Service provided by Liquid Barcodes AS, org. no. 813 816 032 («LB») to its Customers.
Please read these T&Cs carefully. Logging into the dashboard, sending or redeeming coupons shall be regarded as making an Order and Customer is agreeing to these T&Cs and acknowledges that the Order is done subject to these T&Cs.
The particulars of the Services, including the scope and price, will be governed by the Order, including details presented to Customer when making an Order.

2. DEFINITIONS
For the purpose of these T&Cs, the following terms shall have the following meaning:
«Customer» means a company that makes an Order;
«Individuals» means employees, contacts or associated of the Customer who shall receive value coupons;
«Order» means a purchase of the Service;
«Merchant» means the third party who supplies the Merchant Products;
«Merchant Product(s)» means goods or services (or a bundle of goods or services);
«Party» means LB or the Customer, and «Parties» means LB and the Customer;
«Service» means LB’s service, as further described in clause 3;

3. THE SERVICES
LB operates a website where it sells digital value coupons, which may be redeemed for Merchant Products. A value coupon will specify the Merchant Product that may be redeemed with it, as well as the corresponding value.
On its website, LB presents a partner dashboard with a menu of value coupons to select from. The selection may change from time to time, depending on LB’s arrangements with Merchants.
Upon Customer’s Order, LB will issue the selected value coupon as a downloadable file or issued directly to Individuals identified by the Customer, provided that Customer has uploaded the correct contact information for each Individual. LB does not warrant that all Individuals will receive the value coupon.
Upon receipt, Individuals can redeem the Merchant Product at a specified store or chain of stores. Each value coupon received represents a unique code, which may only be redeemed once or a limited number of times.
LB acts solely as an coupon provider and commissioner (NO: ‘kommisjonær’) between the Customer and the Merchant. The Merchant Products will always be supplied by the Merchant as a third party.

4. CUSTOMER REGISTRATION
In order to use the Service, the Customer has to register with LB and become an approved Customer.
Before the Customer is approved, LB may run a credit check of the Customer. LB may also ask the Customer to confirm that the employee acting on its behalf is authorised to do so.
Once approved, the Customer will receive a confirmation of its Customer account details (user name and password). The Customer must not disclose its account details to any third parties.
LB may from time to time email the Customer (including the employee acting on behalf of the Customer) details of current and future promotions.

5. THE ORDER PROCESS
An Order must be made online using LB’s website. The website will allow the Customer to enter relevant information before submitting the Order to LB. The Customer will need to enter/select/submit the following:
a. select a value coupon;
b. the contact information, eg. phone number, of each Individual (if LB shall distribute the coupon);
c. the date and time on which LB shall send coupon to the Individuals (if LB shall distribute the coupon);
d. whether a reminder SMS should be sent (if LB shall distribute the coupon); and
e. the time period in which the code of the value coupon should be valid, if not pre-set by Merchant.
After the Customer has placed an Order, it appears in the dashboard.

6. FEES
LB will invoice the Customer for the Service.
The Service comprises of the following payable elements, unless otherwise agreed:
a. A transaction order fee;
b. A campaign license;
c. A fee per SMS to be sent;
d. A fee per reminder SMS to be sent;
e. A fee per validated value coupon; and
f. The value of each Merchant Product purchased by redemption a value coupon.

The fees for each element are fixed; however, the total fees will vary depending on the number of distributed coupons and the number of Individuals that redeem the value coupon with the Merchant. As such, the exact fees for the Services cannot be known until after the value coupons have expired. LB may on the partner dashboard present an estimate of the total fees, based on assumptions on the number of redemptions; however, these estimates shall not be considered as a fixed or capped fee quote.

The fees are exclusive of taxes, such as VAT.

7. PAYMENT TERMS
Upon expiration of the value coupons, LB will calculate the total fees for the Order.
Unless otherwise agreed, LB shall invoice the Customer for any Orders monthly in arrears.
The Customer shall pay the invoice in full within the due date for payment. The due date shall be minimum 14 days from the date of the invoice.
If the Customer fails to make any payment due to LB then the Customer shall pay interest on the overdue amount pursuant to the Norwegian Interest on Overdue Payments Act (No: Forsinkelsesrenteloven). The Customer shall pay the interest together with the overdue amount.

8. RESPONSIBILITIES
LB is responsible for the Service only.
It is the Merchant, and not LB, who:
a. sells the Merchant Products and enters into contracts with Individuals in that respect;
b. is responsible for allowing the value coupons to be redeemed;
c. is responsible for the Merchant Products, including for the availability, quality or other circumstances relating to the Merchant Products.

The Customer is responsible for the sending of value coupons to Individuals to be lawful. The Customer warrants that pursuant to the Norwegian Marketing Act (No: Markedsføringsloven) or similar laws in other markets it is authorised to contact the Individuals by SMS (it has an existing relationship with the Individuals, or it has the Individuals’ consent).

9. INTELLECTUAL PROPERTY RIGHTS
Nothing herein shall be deemed to assign any rights or grant any license to LB’s intellectual property rights relating to the Service.

10. DATA PROCESSING
In its performance of the Services, LB may process personal data on behalf of Customer. For such processing, LB shall be considered data processor (No: databehandler), whereas Customer shall be considered controller (No: behandlingsansvarlig).
As data controller, Customer is responsible for compliance with applicable data protection law, including to ensuring the privacy rights of the Individuals.
LB acknowledges that it will not use personal data provided by Customer for purposes incompatible with the Service.
LB shall ensure that it offers an adequate level of data security with respect to personal data provided by Customer.
LB shall within a reasonable time after provision of the Service delete personal data provided by Customer, unless Customer has requested the further storage, or unless further storage is required by law.

11. FORCE MAJEURE
Force majeure includes any event reasonably outside the control of the Party which causes delay or which renders it commercially unreasonable to perform its obligations, including, but not limited to, insurrection or civil disorder, war or military operations, national or local emergency, acts or omissions of governmental authority or other competent authority, strike, errors or downtime in networks, power supply, gateway, or similar failures of telecommunication companies.
In a force majeure event neither Party shall be in breach of its respective obligations under these T&Cs. The T&Cs will however continue to be in force during the period of force majeure.

12. SUB-CONTRACTORS
LB may engage sub-contractors for the performance of the Service. LB remains responsible towards Customer for the sub-contractors’ performance.

13. WARRANTY, LIABILITY, INDEMNITY
The Services are provided «as is». No warranties, including implied warranties, shall apply for the Services.
The Parties undertake to compensate the other Party’s direct costs and direct losses as a result of breach of this Agreement, provided that the other Party take all reasonable measures to mitigate its costs and losses. Neither Party shall be liable for the other Party’s indirect or consequential loss.
The total, cumulative liability of each Party hereunder, whether based on an action or claim in contract or otherwise, shall be limited to the fees paid or payable for the Order.
These limitations of liability shall not apply to loss incurred as a result of gross negligence or willful misconduct.
Notwithstanding the above, the Customer shall indemnify LB against any cost, loss or damage (including payment of fines to authorities) arising out of any claim, demand or action («Action») brought against LB by an Individual if such Action is based on a claim that the Service, including the sending of SMS, is contrary to the Norwegian law.

14. CHOICE OF LAW, DISPUTE RESOLUTION
These T&Cs shall be governed by and construed in accordance with Norwegian law, and any dispute between the Parties shall be subject to the exclusive jurisdiction of the courts of Norway, legal venue to be Oslo.