1. Scope of Agreement
1.1. The GoUp Merchants Solution (hereinafter referred to as the “Application”) is offered to you by ETGA Solutions Ltd (hereinafter referred to as the “Company”), jointly referred to as “we” and/or “us”. Use of the Application is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Please read these Terms & Conditions/Agreement carefully and contact us if you have any questions. Your use of the Application constitutes your agreement to all such terms, conditions, and notices. Our services are also governed by our Privacy Policy, which includes the way personal data is collected, used and stored. The present Terms & Conditions apply to you and any Merchant that wishes to make use of the Application, provide and offer to its clients the Application and the benefits therein, according to each Merchant’s subscription.
1.2. You will be able to post on the Application offers and campaigns, according to your subscription, at any time. You will decide the duration of each offer and campaign before posting it online. After the user/your client scans his points the points are credited in a unified wallet that corresponds only to you. It is being clarified that you will decide the value of each point every time.
1.3. You will be using the GoUp Merchants Solution Merchant Application by downloading the application on your mobile device or tablet and subscribing to your preferred subscription, including use of the free version.
1.4. Your customers/clients interested in obtaining the benefits of this programme will be using the Application by downloading it on their respective mobile device.
1.5. You will be using the Application and undertake to update each customer’s account and credit his/her account accordingly through the Application at the time of purchase.
1.6. Simultaneously the server of the Company will be automatically updated, and each client’s account will be updated at the same time in the …, in the customer’s profile in the application and in the Company’s records.
1.7. You will not retain any information and/or data of any of your customers, without their express, explicit consent; You will be merely making use of the Application to effect the above-mentioned, based on the present Terms & Conditions.
2. Duration of the present agreement
Subject to the exercise of rights of termination (as per clause 8 below) it is being agreed that this agreement shall be valid for as long as your subscription is valid and/or is being renewed.
3. Your obligations
By accepting the present Terms & Conditions you explicitly agree to undertake the following:
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– Ensure that any and all of the offers and campaigns you upload on the Application will be honoured exactly as presented to your followers/clients and that all points will indeed be redeemed, enabling your followers/clients to benefit from the discounts as presented and offered to them through the Application. We hereby exempt any liability deriving under the campaigns and offers you upload on the Application and/or campaigns and offers you upload on the Application and not honour thereafter.
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– Not to refuse to offer the discounted services and/or products to any of your followers/clients without any justification/reasonable cause.
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– Not engage in any negligent activities / acts / omissions in relation to the use of the Application during the period of this Agreement.
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4. Fee
Payment terms and conditions are governed by Google Play store.
5. Confidentiality
5.1. You realise that we have a compelling need to maintain confidentiality regarding any matter and/or any matter in relation to the Application.
5.2. Use is intended solely for the registered user. During the term of this Agreement and after its termination or expiry, you will not, in any form or manner, either directly or indirectly, divulge, disclose or communicate to any third parties any information affecting or relating to our business and/or the Application or its affiliated or associated companies that has come to your knowledge in anyway whatsoever, in the course of or by virtue of this Agreement (hereinafter “Confidential Information”).
5.3. The term “Confidential or proprietary Information or material” means all information or material that is not in the public domain and that is disclosed or otherwise made available by the Company to the Merchant; or that comes to the attention of the Merchant in the course of this contract with the Company, or in the course of its discussions with the Company for such contracts; or in the course of such discussions; and specifically includes, but is not limited to, information, data or material concerning:
i) The nature of discussions or other communications between him and the Company with regard to an employment or contract arrangement; and
ii) The Company’s organisation; finances, financial structure and financial condition; assets and liabilities; directors, officers, and employees; and creditors, supporters, advisors, consultants, associates, contractors, agents, representatives and customers; and
iii) The Company’s operations, interests, and plans (including, among other matters, information and material concerning business practices and procedures, competitive position; trade secrets, product concepts, designs, blueprints, plots, and drawings; research and test results; practical and theoretical knowledge and techniques; computer systems; logistics; production capacity and equipment; product development plans; technical, manufacturing, marketing, distribution, and pricing approaches; material sources and costs: land acquisition and development plans and costs, building acquisition and renovation plans and cost, and resale or other disposition plans and prices; financing plans, arrangements, and activities; and customers and clients); and
iv) The Company’s ability to provide protection, or its efforts to provide protection, against unlawful activities directed against the Company’s assets or against its directors, officers, or employees.
v) Customers or potential customers of the Company.
vi) Associates of the Company.
5.4. The term “anyone operating on its behalf” means any person or entity subject to its supervision (including any servant, associate, employee, contractor, agent, or representative of the Merchant who is not an employee of the Merchant and to whom the Merchant provides access to Confidential or proprietary Information relating to the Company.
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– Notwithstanding the foregoing, the above restrictions shall not apply to any Confidential Information or portion thereof which:
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– At the time of the disclosure by the Merchant is generally and readily available to the public, other than a result of the breach hereof;
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– Is essential for the performance of the duties of the Merchant hereunder, the Merchant making it clear that the information so disclosed is confidential and proprietary to the Company;
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– Is divulged by the Merchant pursuant to the order of a court of competent jurisdiction or to requirement of a Government agency, provided that, the Merchant notifies the Company at least twenty (20) days prior to such required disclosure to enable the Merchant to oppose such disclosure or obtain a protective order.
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– The Merchant shall at all times refrain from keeping in its possession, divulging or using otherwise than in the course of this agreement, any documents, data, records, or copies thereof, the contents of which have come to its knowledge or possession by virtue of this agreement.
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– During and after this Agreement the Merchant shall not take or authorise the making of any public announcement or statement of any kind concerning the business of the Company and/or the Application.
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– On the termination of this Agreement for any reason the Merchant shall forthwith return to the Company the Tablet and all documents held by it or under its control containing or relating to Confidential Information and shall erase all Confidential Information held directly or indirectly by it in electronic systems or storage.
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6. Personal Data
It is agreed that storing, handling and processing of personal data, if any, will be made, by both parties, in accordance with the provisions of the General Data Protection Regulation (EU) 2016/279 (“GDPR”) and/or the Law L.125(I)/2018 as may be amended from time to time.
7. Indemnity
7.1. You shall indemnify and keep us indemnified and shall hold us harmless from and against any and all claims, threats, suits, actions or proceedings, damages, penalties, fines, liabilities, costs and expenses (including without limitation legal fees, costs and disbursements), proposed, incurred, suffered or expended by or threatened against us whether statutory or pursuant to common law, with respect to any action or inaction taken, permitted or omitted, in the course of your conduct under this Agreement and/or during the scope of this Agreement as per clause 1 above and all other costs, charges and expenses sustained or incurred in respect of our affairs or in respect to the defence of any such claim, suit, action, etc., any of the provisions of the law to the contrary notwithstanding, except if such liability should have been caused by fraud or wilful misconduct on our part.
7.2. We shall not be liable towards you with respect to any action or inaction taken, permitted or omitted in the course of our conduct under this Agreement.
8. Termination of Agreement:
8.1. This Agreement may be terminated at any time by us if you:
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– Neglects your obligations hereunder and refuse or fail to remedy the situation within fifteen (15) days after we deliver to you a written demand for performance.
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– Breach any of the covenants of the present Terms & Conditions and refuse or fail to remedy the situation, if the breach is capable of being remedied, within fifteen (15) days after we deliver to you a written demand thereof.
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– Commit or are convicted of any act or omission which amounts to a criminal offence involving dishonesty, fraud or immorality.
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– Act in a way that results in material and demonstrable damage to the property, business or reputation of our Company.
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– Become insolvent by way of any relevant Court Order or on the basis of a creditor’s decision.
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– Disclose any information in relation to the Αpplication to any third party, legal or natural person(s).
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– For any other reason provided by relevant Legislation.
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– If we decide, for any reason, to cease the operation of the Αpplication.
9. Notices
For the purposes of these Terms & Conditions / Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered either by a licenced process server or personally or by courier or double registered mail addressed to the addressee at the address given at the commencement of the present Terms & Conditions or such other address as may have been notified pursuant hereto. Notices of change of address shall be effective only upon receipt.
10. Entire Agreement
The present Terms & Conditions constitute the sole and entire agreement between the parties, and supersedes any and all other agreements, promises, representations, arrangements or warranties, either oral or written, between them with respect to the engagement of you by our Company. For the avoidance of any doubt, any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled.
11. Miscellaneous
11.1. Any notification, alteration or amendment of this Agreement will be effective only if it is agreed to in writing and signed by the parties. No provision of this Agreement may be waived, unless such waiver is set forth in writing and signed by the party to be charged.
11.2. No agreements or representations, oral or otherwise, express or implied with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.
11.3. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any manner.
11.4. The respective rights and obligations of the parties hereunder shall survive the termination of this Agreement to the extent necessary for the intended preservation of such rights and obligations.
11.5. You warrant and represent that you have the ability to enter into this Agreement, that entering into and performing under this Agreement will not violate your agreement with any third party, and that there exist no restrictions or obligations to any third parties which may restrict the performance of your duties under this Agreement.
11.6. This Agreement may not be assigned by either party.
11.7. Whenever appropriate, references in this Agreement in one gender shall be construed to include those in the other genders, and references in the singular or plural shall be construed to include those in the other.
11.8. This Agreement may be amended with the written agreement of both parties.