1. Overview

2. Definitions
a. Applicable to the App
i. “Account Manager” is the person who either dually signed your Service Contract or is stated at the bottom of the Service Contract below the signatures. This person is your main point of contact for the duration of the Contract.
ii. “Agreement” includes the signed Service Contract together with these T&Cs and any dually signed “In-store” Contract, Addendums or changes requested by email from the Merchant to URBAN POINT.
iii. “Customer” is the End User of the URBAN POINT Platform who may avail offers using the App.
iv. “Merchant” or “you” means the Merchant or other entity that has agreed to participate in URBAN POINT Services by signing the Service Contract.
v. “Merchant Content” includes, without limitation, menus, photographs or videos (provided by the Merchant, taken by URBAN POINT from the Merchant’s website, or taken by URBAN POINT’s media team), trademarks, logos and other materials provided by the Merchant to URBAN POINT.
vi. “Merchant Items” or “Items” or “Menu Items” includes all Items offered for in-store purchases and take-away at Merchant Stores.
vii. “Merchant Stores” means Merchant Store locations that participate in the URBAN POINT Services.
viii. “Personal Information” means any information exchanged under this Agreement that (a) identifies or can be used to identify an individual (including without limitation, names, telephone numbers, addresses, signatures, email addresses or other unique identifiers); or (b) that can reasonably be used to authenticate an individual (including without limitation, name, contact information, precise location information, access credentials, persistent identifiers and any information that may be considered ‘personal data’ or ‘personal information’ under applicable law).
ix. “Platform Term” or “Term” means the term of the agreement between URBAN POINT and the Merchant for the URBAN POINT Platform.
x. “Service” or “Services” refers to the URBAN POINT services of listing the Merchant’s Store and Content on the URBAN POINT Platform for promoting their offers and any other secondary services necessary to support these primary Services.
xi. “Services Agreements” are those provided by third parties such as Qpay, Payfort, TESS, and Stripe.
xii. “Service Contract” is the Summary Letter together with the Master Framework Agreement, any Addendums (also the “In-store Contract”) signed by the Merchants to use the Service. Once the Service Contract is signed, these T&Cs also apply to comprise the full “Agreement”.
xiii. “Terms and Conditions” or “Terms” (also referred to as “T&Cs”) are the full terms in the website (“Website”) www.urbanpoint.com including Terms of Service and these Merchant T&Cs.
xiv. “URBAN POINT App” or “App” is the URBAN POINT mobile application that allows customers to view merchant listings, and avail offers
xv. “URBAN POINT Data” means any information that URBAN POINT provides or makes accessible to the Merchant through the URBAN POINT Platform, including without limitation Personal Information.
xvi. “URBAN POINT Platform” means URBAN POINT’s proprietary mobile communication platform where Customers can view and search for the menus of The Merchants. This is also referred to herein as the URBAN POINT Platform.
xvii. “URBAN POINT Services” means those pertaining to the URBAN POINT Platform.

b. Applicable to In-Store offers
i. “Approximate Savings” is the estimated savings on the in-store offers side of the application that customers save when using an offer. ii. “In-store” refers to the Service that allows customers to avail offers in your stores using your offers in the URBAN POINT App.
iii. “PPR” or “Pay Per Redemption” is a percentage of the Approximate Savings charged as agreed in the In-store Contract.

3. The Service Agreement
a. URBAN POINT provides a digital platform using web- and mobile-based technology that connects The Merchants and Customers, as described in these T&Cs for the URBAN POINT Platform.
b. URBAN POINT does this by listing the Merchant and its menus on the URBAN POINT App, promoting the Merchant offers
c. To use URBAN POINT Services, The Merchants must sign a Service Contract, whose terms, any addendums, In-store Contract, together with these T&Cs constitute the “Agreement.” The Agreement applies to the Merchant and all its outlets or franchise companies that use the URBAN POINT Service.
d. Contracts are with the company and not any particular owner, so if ownership changes, that is not grounds to immediately terminate a contract or the offers. Hence, if company ownership changes, the contract, its terms and associated offers will continue to be valid and any removal will require the normal procedure, which is a 3-month written cancellation notice from the Merchant to URBAN POINT.
e. URBAN POINT reserves the right, at its sole discretion, to change, suspend, or discontinue the Platform (including without limitation, the availability of any feature or content) at any time. URBAN POINT may, at its sole discretion, remove Merchant Stores from the URBAN POINT Platform if URBAN POINT determines that such Merchant Store could subject URBAN POINT to undue regulatory risk, health and safety risk, or other liability. URBAN POINT also may revise these Terms from time to time. The changes will not be retroactive, and the most current version of the terms will be at https://urbanpoint.com/merchantterms. We will notify The Merchants of material revisions via a service notification or an email to the email address associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
f. URBAN POINT is not a retailer, or a Merchant; it is an online connection platform. The Merchant and URBAN POINT agree they are independent businesses whose relationship is governed by the Service Contract and these T&Cs. Nothing in the Parties' agreements, relationship or transactions shall create or be construed as creating an agency, partnership, fiduciary or joint venture relationship between URBAN POINT and the Merchant (or The Merchant's employees, representatives, or locations), or URBAN POINT and Customers. Except as expressly set forth in the Service Contract and these Terms, each Party shall be responsible for its own expenses, profits, and losses.

4. Main Responsibilities of the Parties
For The Merchants who have signed the Service Contract, URBAN POINT and the Merchant will have the following responsibilities:
a. URBAN POINT Core Responsibilities.
i. Display the Merchant’s logo and a listing of Merchant Outlets and Offers as agreed per the Service Contract on the URBAN POINT Platform;
b. Merchant Core Responsibilities.
i. Provide URBAN POINT with the Merchant’s in-store or take-away offers, including the approximate savings of each takeawayoffer;
ii. Monitor the Merchant’s in-app information on the URBAN POINT Platform, promptly make updates via email to your URBAN POINT Account Manager to reflect the most up-to-date Items, pricing and other information or immediately notify URBAN POINT of any errors or changes in writing;
iii. Notify URBAN POINT of any changes to the pricing, availability, description, or other characteristics of Merchant Items;
iv. Notify URBAN POINT of its days and hours of operation, and remain open for business on URBAN POINT the same days and hours of operation as The Merchant’s in-store business; notify URBAN POINT of any changes to The Merchant’s hours of operations on holidays; and notify URBAN POINT if the Merchant closes earlier than The Merchant’s standard hours of operation or plans to close earlier than The Merchant’s standard hours of operation;
v. Notify all Merchant Store staff members of the relationship with URBAN POINT immediately upon execution of this Agreement; and
vi. Provide the same utensils, napkins, bags, and other materials that the Merchant would typically provide in a standard take-away - order.
vii. Charge the same prices on takeaway menus as on in-store menus.
viii. Provide associated cutlery and napkins free of charge to the Customer on takeaway orders.
ix. Allow Customers to avail any offers listed on the Urban Point app at all times unless specified on the offer itself and agreed with URBAN POINT.

5. Pricing and payment
a. URBAN POINT Payment and Reconciliation
The Merchant shall be responsible for all taxes, duties, and other governmental charges on the sale of Merchant Items and for remitting such taxes, duties, and other governmental charges to the appropriate authorities.
b. FeesThe Merchant shall be responsible for all taxes, duties, and other governmental charges on the sale of Merchant Items and for remitting such taxes, duties, and other governmental charges to the appropriate authorities. As agreed by the parties, payment of all fees under this Section 7 shall be as follows.
The Merchant agrees, on an ongoing basis, to review and confirm its transactions, fees and Statements of Account (“SOA”) sent by URBAN POINT electronically, and to promptly communicate to URBAN POINT in writing of any claimed inaccuracies, so that URBAN POINT has the opportunity to address and resolve any issues on a timely basis and so such issues do not persist, which URBAN POINT and the Merchant agree is in the best interests of both parties and their commercial relationship. The Merchant agrees to communicate to URBAN POINT any disagreement, non-conformity or any issue with any transaction, fee, charge, or order within 60 days of the transaction, fee, or order. The Merchant shall be deemed to have acquiesced in and ratified, and to have waived any claim or objection regarding, each transaction, fee, charge, and order if the Merchant does not communicate a written claim or objection to URBAN POINT regarding such transaction, fee, charge or order within such 60-day period.
c. Payment ProcessingPayment processing services for The Merchants on the URBAN POINT Platform are provided by Stripe, TESS, Qpay and/or Payfort and are subject to their respective Connected Account Agreements, which include their Services Agreements. By agreeing to these Terms, the Merchant agrees to be bound by the payment processor Services Agreements, as the same may be modified by the providers from time to time. As a condition of URBAN POINT enabling payment processing services through these payment processors, the Merchant agrees to provide URBAN POINT accurate and complete information about The Merchant’s representative and its business, and the Merchant authorizes URBAN POINT to share it and transaction information related to The Merchant’s use of the payment processing services provided by Stripe, Qpay and Payfort.

6. Offer Promotions & Licensing
a. Offers & Licensing. URBAN POINT promotes the Merchant offers inside and outside of the URBAN POINT App to drive additional traffic to the Merchant partners. These offers must be in line with URBAN POINT’s Offer Structure, as mentioned in the Service Contract. All offers must be licensed with the Ministry of Economy and Commerce (“MEC”), and the Merchant allows URBAN POINT to obtain the license on the Merchant's behalf. The Merchant gives URBAN POINT the right to deduct this fee from the Merchant Revenue.
b. Changes to offers. The Merchant is authorized to modify offers in accordance with URBAN POINT's established guidelines. Any alterations to offers must adhere to the standard configuration of 3 offers, comprising 2 primary offers and 1 secondary offer. Changes to offers may require a processing time of up to 24-48 hours or longer for updates to take effect, and the request for offer modifications must be formally communicated through email.
c. Marketing Channels. URBAN POINT may showcase the availability of the Merchant's Offers via the URBAN POINT App and various promotional activities and channels, for examples through SMS, social media, push notifications and email. The Merchant hereby grants URBAN POINT permission to use the Merchant's artwork, menus, offers and logos to promote the Merchant through any marketing channels URBAN POINT uses to tell customers about the Merchant's business.

7. Termination
The Merchant may terminate this Agreement for any reason at any time upon a 3-months prior written notice. URBAN POINT may terminate this Agreement or any promotion under this Agreement for any reason at any time upon written notice. Email shall suffice for written notice. URBAN POINT would not be required to pay any fee in connection with a termination by either party, or be liable to the Merchant as a result of the termination of this Agreement for any damages, for the loss of goodwill, prospective profits, or anticipated income, or for any expenditures, investments, leases or commitments made by the Merchant. If a Merchant has offers in the app, then those offers must remain until the end of the calendar month after the notice period.
However, if the Merchant has any promotions running, this will tie the Merchant to be present on the platform with those offers, until the end of the calendar month in which they will terminate the Agreement.
The merchant is bound to accept offers as long as the merchant is on the app. Failure to do so may result in fines from the Ministry of Economy and Commerce.
As it often occurs that merchants continue requesting offer changes beyond the contract end date, this implies a continued business relationship whereby all current Terms & Conditions would be applicable until a written notice of cancellation is sent from the Merchant to URBAN POINT.

8. Intellectual Property
During the Platform Term, as applicable, the Merchant grants to URBAN POINT a royalty-free, non-exclusive, limited, revocable, non-transferable, non-sublicensable right and license to use and display the Merchant Content in the provision of providing services to the Merchant. As used herein, “Merchant Content” includes, without limitation, menus, photographs (either provided by the Merchant or on the Merchant’s website), trademarks, logos and other materials provided by the Merchant to URBAN POINT.
If photographs of The Merchant’s menu items are not available or if they do not meet URBAN POINT’s requirements, as reasonably determined by URBAN POINT, then the Merchant allows URBAN POINT to engage a photographer to take photographs of the Merchant’s menu items or use stock photos and display such photographs on the URBAN POINT Platform as representations of the Merchant’s menu items; provided that the Merchant may contact URBAN POINT support to have such photographs removed from the Merchant’s store listing and, in such event, URBAN POINT will comply in a timely manner.
The Merchant shall be solely responsible for compliance with applicable IP laws, regulations, rules, standards, ownership, ownership safety, government related approvals. URBAN POINT will not be held responsible for any non-compliance by the Merchant with the foregoing, or any issue related to the usage of its logo with any third party.
The Merchant hereby warrants that it is the sole owner of or controls and will have paid for and cleared for all copyright consents, releases, trademarks, logos, service marks, designs, slogans, title, artwork, music, graphics, computer generated material throughout the relevant territory in the Merchant’s logo. The Merchant hereby confirms that the Merchant’s logo does not infringe the copyright, trademarks or any other rights of any third party throughout the relevant territory.

9. Software
a. URBAN POINT provides the Merchant prior to the Start Date (as specified in the Summary Letter of Agreement) with the Merchant Portal which the Merchant must use in a professional manner for reviewing all redemptions on the Platform. The Software is licensed to the Merchant free of charge and on a non-exclusive basis for an initial term of twelve (12) months from the Commencement Date (unless the Agreement is terminated prior to the expiry of such period, in which case the license would expire together with the termination of the Agreement). The license may be renewed at the end of the initial twelve (12) month term for subsequent periods of twelve (12) months or more, at URBAN POINT’s sole discretion.
b. The Software will be the property of URBAN POINT at all times. The Merchant shall take due care of the Software running on the Merchant’s equipment (including embedded and operating software, together with any new releases, versions, or updates of such software, and/or any replacement software). The Merchant shall not copy, modify, reverse engineer, or attempt to discover the source code of the Software. URBAN POINT reserves the right to periodically update the Software on the Merchant’s equipment.
c. The Merchant shall provide its staff with the relevant knowledge, training, and know-how in relation to operating and maintaining the Software in a diligent, competent, and careful manner as URBAN POINT shall reasonably require throughout the duration of the Agreement.
d. The Merchant shall inform URBAN POINT immediately of any faults with, or damage to, the Software, and will allow URBAN POINT access to the Merchant at any time during normal opening hours to inspect, clean, repair, replace or remove the Software. URBAN POINT shall be entitled to make a reasonable charge for repairing or replacing any Software that may be damaged due to the Merchant misconduct or gross negligence, and such charges shall be deducted from the fees otherwise due to the Merchant by URBAN POINT following Section 7.

10. Data Privacy & Security
The Merchant agrees not to access, collect, store, retain, transfer, use or otherwise process in any manner URBAN POINT Data, including without limitation Personal Information, except as required to perform under this Agreement. The Merchant shall keep URBAN POINT Data secure from unauthorized access and maintain the accuracy and integrity of URBAN POINT Data in the Merchant’s custody or control by using appropriate organizational, physical and technical safeguards. If the Merchant becomes aware of any unauthorized access to URBAN POINT Data, the Merchant will immediately notify URBAN POINT, consult and cooperate with investigations and potentially required notices, and provide any information reasonably requested by URBAN POINT. The Merchant agrees to implement and use security procedures, protocols or access credentials as reasonably requested by URBAN POINT and will be responsible for damages resulting from the Merchant’s failure to comply. The Merchant will not allow any third party to use the URBAN POINT Platform and will be responsible for damages resulting from sharing the Merchant’s login credentials with unauthorized third parties or otherwise permitting unauthorized access to the Merchant’s account. The Merchants may not allow any third party to copy, modify, rent, lease, sell, distribute, reverse engineer, or otherwise attempt to gain access to the source code of the URBAN POINT Platform; damage, destroy or impede the services provided through the URBAN POINT Platform; transmit injurious code; or bypass or breach any security protection on the URBAN POINT Platform.

11. Confidential Information
The term “Confidential Information” means any confidential or proprietary business, technical or financial information or materials of a party (“Disclosing Party”) provided to the other party (“Receiving Party”) in connection with this Agreement, whether orally or in physical form, and shall include the Terms of this Agreement. Without limiting the foregoing, URBAN POINT Data is Confidential Information of URBAN POINT.
Confidential Information does not include information that: (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed to the Receiving Party in connection with this Agreement; (ii) was or becomes public domain other than by the fault of the Receiving Party; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not at the time under any obligation to maintain its confidentiality; or (iv) the Receiving Party can demonstrate by documentary records was independently developed by the Receiving Party without access to, use of or reference to any Confidential Information.
The Receiving Party shall: (i) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations in accordance with this Agreement; (ii) not disclose or permit access to Confidential Information other than to its or any of its employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors and legal advisors (“Representatives”) who need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement, and prior to any such disclosure are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section; and (iii) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most/similarly sensitive information and in no event less than a reasonable degree of care.
If the Receiving Party is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall promptly notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under these T&Cs and provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole expense, in opposing or seeking protective limitations on disclosure.
During the term of the Agreement, and for a period of two (2) years thereafter, each Party (the “Recipient”) shall, and shall use all reasonable effort to procure that its staff will keep confidential all Confidential Information received from the other party (the “Disclosing Party”). In doing so, the Recipient shall use at least the same degree of care it uses to keep its own information confidential, but in no event less than a reasonable degree of care.

12. Governing Law
The Merchant will be solely responsible for compliance with applicable laws of the country of its operations, regulations, rules, and standards related to preparation, selling, marketing and safety of Menu Items and its components.

13. Representations and Warranties
Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement without breaching any obligation to any third party.
Each party represents and warrants that it will comply with all applicable laws and regulations in its performance of this Agreement, including without limitation (i) all applicable data protection and privacy laws, (ii) all applicable laws related to third party intellectual property and other proprietary rights.
The Merchant further represents, warrants and agrees that (i) it will comply with all applicable laws, rules, standards and regulations relating to licenses, health, product, food packaging and accessory items safety and sanitation, (ii) it has informed URBAN POINT of any required consumer-facing warnings, charges, opt-in requirements, and instructions associated with Merchant Item(s) and it will inform URBAN POINT of any such warnings, charges, opt-ins, and instructions that become required in the future, (iii) it will disclose common allergens in any The Merchant’s Menu Items listed on the URBAN POINT Platform, and (iv) it will comply with its obligations of this Agreement.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, URBAN POINT HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE URBAN POINT PLATFORM, EQUIPMENT OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF THE MERCHANTABILITY, TITLE, SATISFACTORY QUALITY OR RESULTS, OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The Merchant acknowledges that the operation of the Platform may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and URBAN POINT shall not be responsible to the Merchant or others for any such interruptions, errors, or problems or an outright discontinuance of the Platform nor for any guarantee of results with respect to the URBAN POINT services or Platform. Both Parties acknowledge that neither party has any expectation or has received any assurances for future business or that any investment by a party will be recovered or recouped or that such party will obtain any anticipated amount of profits by virtue of this Agreement.

14. Disputes & Attorney’s Fees
Any disputes will be handled by local courts, and in any legal action to enforce the terms of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable attorneys’ fees and costs from the other party or as determined by the courts.

15. Indemnification
Each party (the “Indemnifying Party”) will defend, indemnify, and hold harmless the other party, its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees, and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively “Losses”) with respect to any third-party claims arising out of or related to: (i) any bodily injury (including death) or damage to tangible or real property to the extent caused by the Indemnifying Party’s personnel (ii) any claims that the Indemnifying Party breached its representations, warranties or covenants set forth in this Agreement; (iii) the violation of the intellectual property of the third party by the Indemnifying Party’s logos, trademarks, trade names, menus, documentation, or other intellectual property (collectively, “Materials”). In addition, the Merchant will defend, indemnify and hold harmless URBAN POINT from any and all Losses related to any violation or alleged violation of any applicable retail food or other health and safety code, rule, or regulation related to Merchant Item(s), except to the extent such Losses were caused directly by the gross negligence or willful misconduct of URBAN POINT. In each case the Indemnified Party shall provide the Indemnifying Party with (a) prompt notice of any claims such that the Indemnifying Party is not prejudiced by any delay of such notification, (b) the option to assume sole control over defense and settlement of any claim, and (c) reasonable assistance in connection with such defense and settlement (at the Indemnifying Party’s expense). The Indemnified Party may participate in the defense or settlement of such a claim with counsel of its own choice and at its own expense; however, the Indemnifying Party shall not enter into any settlement agreement that imposes any obligation on the Indemnified Party without the Indemnified Party’s express prior written consent. URBAN POINT assumes no liability, and shall have no liability, for any infringement claim based on the Merchant’s access to and/or use of the URBAN POINT Platform following notice of such an infringement claim; any unauthorized modification of the URBAN POINT Platform by the Merchant; or the Merchant’s combination of the URBAN POINT Platform with third party programs, services, data, hardware, or other materials which otherwise would not result in such infringement claim.

16. Force Majeure
Neither Party shall be liable for any failure nor postponement in performing their obligations under the Agreement, where such failure or postponement results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: cyber piracy and unusual technical fault, power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, pandemics, earthquakes, acts of terrorism, acts of war, governmental action or any other similar event. In any case, the effected party should send a notice to the other party informing him of such Force Majeure.

17. Communication & Notices
The Merchant agrees to accept and receive communications from URBAN POINT, including via email, text message, calls, and push notifications to the cellular telephone number the Merchant provides to URBAN POINT. 
All notices under the Agreement shall be in writing and be deemed duly given: on the same day when delivered, if delivered by hand during normal business hours of the recipient; or on the same day when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or on the third Business Day following mailing, if sent by post.
All notices under this Agreement shall be sent to the address and the e-mail address of each Party identified in the Letter of Agreement (or as otherwise modified, provided that such modification has been notified to the other Party in accordance with these Terms and Conditions).  

18. Limitation of Liability

19. General disclaimer