Inter-Party Agreement Terms

Each agreement has an Issuer — the party that funds the benefit — and a Venue — the party that applies it to a consumer transaction and is settled for it. The same two kinds of account can contract in either direction, and the direction is what decides who settles whom.

Neither party signs on paper. Each signs independently inside its own Flicp account, and each signature is bound to the exact text of the document: before signing, the document is hashed with SHA-256, and that hash is carried through every step of the signing flow. Altering one character produces a different hash and breaks the link to the signature.

Each signing party must be an authorised user of that party’s own organisation, re-enter its account password, confirm a six-digit one-time passcode sent to its registered email, enter a separate six-letter signing code unique to that party, state the signatory’s name, title and the basis of their authority to bind the party, and type “I AGREE AND SIGN”.

Section 10A of the Information Technology Act, 2000 provides that a contract is not unenforceable merely because it was formed through electronic records. This workflow records authenticated electronic acceptance. It is not a certificate-based digital signature under Section 3 of that Act, and not an eSign signature issued through a licensed provider under Section 3A. To rely on the record before a court or tribunal, the party producing it must also produce the certificate required by Section 63 of the Bharatiya Sakshya Adhiniyam, 2023.

Stamp duty is separate from signature, is not determined or paid through the platform, and is borne by the party named in Schedule 1. An instrument that is not duly stamped may be inadmissible in evidence until the duty and any penalty are paid.

Flicp is an intermediary within the meaning of Section 2(1)(w) of the Information Technology Act, 2000. It supplies the rails on which these agreements operate, under each party’s own separate agreement with Flicp. For an executed agreement, the platform:

• Holds the executed document, its immutable hash and the signature evidence of both parties
• Gates validation on agreement status: no active agreement, no successful redemption
• Enforces the scope recorded in Schedule 2 — products, SKUs, locations, surfaces and programme types
• Enforces every cap in Schedule 1 — per-order benefit, monthly redemptions and aggregate funded value — and declines a redemption beyond any of them
• Applies the layering rule: one product-scoped benefit and one venue-scoped benefit per order, in that order
• Returns an idempotent validation and redemption response, so one order can create only one redemption
• Writes an append-only redemption record to FlicpLEDGER for both parties to rely on as evidence
• Records reversals when an order is cancelled, refunded or partially returned
• Produces the reconciliation statement each party settles against
• Provides each party a dashboard view of activity under the agreement, scoped to what Schedule 4 permits it to see
• Suspends distribution immediately when either party pauses or revokes the agreement (the kill switch)
• Retains the audit trail of every status change, signature and amendment

And, equally importantly, it does not:

• Flicp is not a party to this Agreement and does not sign it
• Flicp does not fund, guarantee or underwrite either party’s payment or settlement obligation
• Flicp does not hold either party’s money except through an authorised payment partner, and extends no credit
• Flicp does not set prices, discount values, funding splits, fees or commercial terms — the parties do
• Flicp does not verify the accuracy of either party’s product data, stock, tax positions or business claims
• Flicp does not act as agent, distributor, broker, seller or reseller for either party
• Flicp gives no legal advice, and this document is not a legal opinion on either party’s position
• Flicp does not determine or discharge stamp duty on this instrument
• Flicp does not warrant any commercial outcome — footfall, conversion, redemption rate or revenue
• Flicp does not adjudicate disputes between the parties; it supplies the evidence it holds and nothing more
• Flicp does not guarantee uninterrupted availability of validation, and a failed validation creates no claim between the parties
• A Flicp validation response confirms scope and caps only; it is not a warranty that the underlying transaction is lawful

"Agreement" means this document, comprising the recitals, the explanatory sections, the Terms and Conditions and the Schedules, as executed by the Issuer and the Venue.

"Platform" means the Flicp platform operated by Flicp Technologies Private Limited, comprising its dashboards, portals, applications, APIs and FlicpLEDGER. "Flicp" means that company.

"Instrument" means a voucher, coupon or offer created through the Platform under this Agreement, conferring a stated benefit against identified goods or services. An Instrument is not currency, a security, a prepaid payment instrument or a virtual digital asset, is not redeemable for cash, and is not transferable for value.

"Approved Programme" means an Instrument programme within the scope recorded in Schedule 2 and not withdrawn.

"Consumer" means an end user who holds, claims or redeems an Instrument. "Redemption" means the application of the benefit to a Consumer transaction, evidenced by a successful validation recorded on the Platform.

"Funded Value" means the benefit value applied to a Consumer transaction, as recorded by the Platform. "Settlement" means payment of the Funded Value in accordance with Schedule 1.

"Reversal" means the cancellation of a Redemption following a cancelled, refunded or returned transaction. "Reconciliation Statement" means the Platform record of Redemptions and Reversals for a settlement period.

"Confidential Information" means non-public commercial, technical, security and Consumer information disclosed by one party to the other under this Agreement.

"Personal Data", "Data Fiduciary", "Data Processor" and "Data Principal" have the meanings given in the Digital Personal Data Protection Act, 2023.

Headings are for convenience only. A reference to a statute includes that statute as amended, re-enacted or replaced, and any subordinate legislation made under it.

The singular includes the plural. "Including", "such as" and "for example" are illustrative and do not limit what precedes them. A reference to writing includes email and a record generated by the Platform.

A day is a calendar day; a business day is a day other than a Saturday, Sunday or public holiday at Hyderabad, Telangana, India. Where a period runs from a date, that date is excluded. Amounts are in Indian Rupees.

No rule of construction operates against the party that prepared this Agreement. Where the Schedules and the Terms and Conditions conflict, the Schedules govern on commercial particulars and the Terms and Conditions govern on everything else.

The explanatory sections at the front of this document are part of the Agreement and are intended to be read as an aid to construction, not as a substitute for the Terms and Conditions.

The Issuer is the Issuer and the funding party under this Agreement. The Venue is the Venue and the redeeming party. Their registration particulars are set out in the party panels at the head of this Agreement.

Each party represents that it is duly constituted, that it has the corporate power to enter into this Agreement, and that the individual who signed on its behalf was authorised to do so on the basis recorded in Schedule 6.

Where a party is a company, that authority must be traceable to a board resolution, power of attorney, register of authorised signatories or equivalent instrument as contemplated by the Companies Act, 2013. The other party is entitled to rely on the basis recorded at signature.

The identity particulars in Part A.1 are those held in each party’s own KYC record on the Platform when this document was issued. Each party warrants that its own particulars are accurate and current, and will notify the other within seven (7) days of a change to its registered name, registered office, GSTIN, PAN or CIN. Where an identifier is shown as verified but not recorded, no verification of that identifier has been evidenced and neither party may rely on it.

Flicp does not attest to either party’s identity, and the presence of a verification marker in Part A.1 is not a representation by Flicp. Each party remains responsible for its own counterparty diligence.

Neither party is the agent, partner, employee or joint venturer of the other. Neither may hold itself out as able to bind the other.

Flicp is not a party to this Agreement, does not sign it, and is not bound by its commercial terms. Flicp supplies technology, workflow, validation and evidence-recording services to each party separately under that party’s own agreement with Flicp.

Flicp is an intermediary within the meaning of Section 2(1)(w) of the Information Technology Act, 2000. It does not fund, guarantee, underwrite or insure either party’s obligation under this Agreement, and neither party may claim against Flicp for the other’s default.

The parties nonetheless intend the Platform to be the operative record. A Redemption evidenced by the Platform is presumed to have occurred; a benefit given without a recorded validation is presumed not to have occurred, and the party asserting it bears the burden of proving it by other evidence.

Each party remains responsible for maintaining its own account, subscription and entitlements with Flicp. Where a party’s Platform access lapses, its obligations under this Agreement that have already accrued are unaffected.

Flicp’s functions and the limits of those functions are set out in the explanatory sections of this document. Neither party may attribute to Flicp a warranty, obligation or representation not stated in its own agreement with Flicp.

The Issuer appoints the Venue on a non-exclusive basis to present, validate and redeem Approved Programmes at the locations or surfaces approved in Schedule 2, for the term of this Agreement and within the scope in Schedule 2.

The appointment is not exclusive in either direction. The Issuer may appoint other venues, and the Venue may accept instruments from other issuers, unless Schedule 1 records an express and time-limited exclusivity that both parties have separately reviewed for competition-law compliance.

The Issuer grants the Venue a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to use the Issuer's names, marks and approved creative solely to present the Approved Programme. The licence ends with this Agreement.

Neither party acquires any right in the other’s intellectual property, Consumer relationships or data beyond what this Agreement grants expressly.

Only a programme within Schedule 2 may be published. The Issuer may add a programme by recording it on the Platform and notifying the Venue; the addition takes effect when the Venue accepts it on the Platform.

The Issuer may withdraw a programme on notice. Withdrawal is prospective: Instruments already claimed by Consumers must still be honoured until they expire, unless the withdrawal is for fraud, unlawfulness or a regulatory direction, in which case it takes effect immediately.

Either party may pause distribution under this Agreement at any time through the Platform. A pause suspends new Redemptions immediately and is not, by itself, a breach or a termination.

Where a Consumer holds an Instrument that can no longer be redeemed because of a withdrawal or pause, the Issuer is responsible for the Consumer-facing consequence, unless the withdrawal or pause was caused by the Venue's breach.

The Issuer is responsible for the accuracy, legality and funding of every Instrument it issues. Issuing an Instrument creates a commitment to honour it on its stated terms; that commitment is not contingent on the Issuer's Platform subscription remaining active.

The Venue will honour every Instrument that the Platform validates as within scope and caps, and will apply the stated benefit before payment is taken. Refusing a validly issued Instrument within its stated terms is a material breach.

The Issuer funds one hundred per cent (100%) of the benefit value.

Caps apply per Schedule 1: a maximum benefit of no stated limit per order, no stated monthly redemption limit, and no stated aggregate value cap. Value beyond a cap is not settleable, and the Platform will decline it.

An Instrument that expires unredeemed creates no Settlement obligation, and neither party may claim the value of unredeemed Instruments held by Consumers.

Redemption is authorised only by a successful Platform validation identifying the Instrument, the scope and the benefit amount. Neither party may apply a benefit under this Agreement outside that flow.

The redemption call is idempotent: one Consumer transaction produces at most one Redemption. A duplicate submission of the same reference does not create a second Settlement claim, and a party that submits duplicates to inflate Settlement commits fraud within the meaning of the liability clause.

Where more than one benefit could apply to a transaction, at most one product-scoped benefit and one venue-scoped benefit may be applied, in that order. The parties will not present a stacked benefit in a way that misstates which party funds which component.

Neither party will circumvent, disable or attempt to reverse-engineer the caps, scope checks or fraud controls the Platform applies to this Agreement.

Where a Consumer transaction is cancelled, refunded or returned in full, the associated Redemption is reversed and the associated Settlement claim falls away. The Venue will record the Reversal on the Platform within 7 days of the refund.

Where a transaction is partially returned, the benefit is adjusted proportionately unless Schedule 1 records a different rule, and the Reversal is recorded for the adjusted amount.

A Reversal recorded after a settlement period has closed is adjusted against the next Reconciliation Statement, or refunded within thirty (30) days if no further settlement is expected.

Neither party will use Reversals to withhold Settlement for transactions that were not in fact cancelled, refunded or returned.

Settlement is made against the Platform Reconciliation Statement for each period. Amounts are due within T+15 days of the close of the period, where T is the last day of the period.

No distribution fee is payable between the parties under this Agreement unless Schedule 1 records one.

Each party issues its own GST-compliant tax invoice for its own supply, and is responsible for its own registration, returns and input credits. Neither party makes any representation to the other about the GST treatment of the Instrument itself; each will take its own advice.

The paying party will withhold tax at source where the Income-tax Act, 1961 requires it, remit it, and furnish the certificate within the statutory period. A withholding correctly made and evidenced discharges the payment to that extent.

Where the party entitled to Settlement is a registered micro or small enterprise under the Micro, Small and Medium Enterprises Development Act, 2006, the statutory payment period and interest under Sections 15 and 16 of that Act apply and prevail over a longer period stated in Schedule 1. It is that party's responsibility to notify its registration and to keep it current.

Amounts not paid when due carry interest at 12% per annum, or the statutory rate where the preceding clause applies, from the due date to payment. Disputed amounts identified in writing before the due date do not attract interest until the dispute is resolved.

Each party will keep accurate records of Instruments, Redemptions, Reversals, Settlements, invoices and tax filings under this Agreement for the period its own law requires, and in any event for eight (8) years.

A party disputing a Reconciliation Statement must do so in writing within thirty (30) days of the statement, identifying the entries disputed. Entries not disputed within that period are treated as accepted, save for entries later shown to be fraudulent.

The FlicpLEDGER redemption record is the primary evidence for a Redemption dispute. Where a party’s own record differs, the parties will reconcile against the ledger record before escalating.

Either party may, on thirty (30) days’ notice and not more than once in any twelve (12) month period, audit the other’s records relating to this Agreement, limited to what is necessary to verify Redemptions and Settlement, and subject to confidentiality. The auditing party bears the cost unless the audit reveals an understatement exceeding five per cent (5%), in which case the audited party bears it.

Each party will present offer terms accurately and completely at the point a Consumer sees them, including validity, exclusions, eligible products, minimum spend and any cap. Neither will conceal a material term.

Each party will comply with the Consumer Protection Act, 2019 and the Consumer Protection (E-Commerce) Rules, 2020 in the role it actually performs, and with the guidelines issued by the Central Consumer Protection Authority on misleading advertisements and on dark patterns.

Where a benefit is expressed against a reference price, the party publishing it must be able to substantiate that price, having regard to the Legal Metrology (Packaged Commodities) Rules, 2011 where applicable.

The Venue is responsible for the goods or services supplied to the Consumer and for their conformity, warranty and after-sales obligations, unless this Agreement records that the Issuer supplies them. The party responsible for the supply handles Consumer grievances about it, and the other party will pass on and support any complaint it receives within five (5) business days.

Neither party will state or imply that Flicp is the seller, the funding party, the guarantor of an offer, or the party responsible for a Consumer grievance.

Each party is a Data Fiduciary in respect of the processing whose purpose and means it determines, and is responsible for its own lawful basis, notices and consents under the Digital Personal Data Protection Act, 2023.

Personal Data may be shared between the parties only as Schedule 4 permits. Consumer-identifying data will NOT be shared between the parties under this Agreement. Only the aggregated and de-identified metrics listed in Schedule 4 may pass between them.

Where one party processes Personal Data solely on the other’s documented instructions, it does so as a Data Processor under this Agreement, will not process for its own purposes, will engage a sub-processor only under equivalent obligations, and will delete or return the data on termination.

Each party will apply reasonable security safeguards, and will notify the other without undue delay and in any event within 48 hours of becoming aware of a personal data breach affecting data received from or shared with the other, with sufficient detail for that party to meet its own notification duties.

Personal Data received under this Agreement will be retained for no longer than 180 days after it is no longer required for the purpose it was shared for, except where a longer period is required by law or to preserve evidence for a live dispute.

Neither party will re-identify a Consumer from de-identified or aggregated data, sell data received under this Agreement, or use it to build a competing proposition against the disclosing party.

Each party will assist the other, at that party’s cost, in responding to a Data Principal request or a regulatory enquiry that concerns data shared under this Agreement.

Each party will keep the other’s Confidential Information confidential, use it only to perform this Agreement, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations.

The obligation does not apply to information that is public through no breach, was lawfully held before disclosure, is independently developed, or must be disclosed by law, a court or a regulator — in which case the disclosing party will give notice where lawful.

The commercial terms in Schedule 1 are Confidential Information of both parties. Neither will disclose them to a competitor of the other.

Confidentiality survives for three (3) years after termination, and indefinitely for trade secrets and Personal Data.

Each party retains ownership of its own marks, creative, product content, software and data. This Agreement transfers no ownership.

Use of the other party’s marks is a permitted use limited to the Approved Programme, must follow any brand guidelines supplied, and must stop on withdrawal of the programme or termination. Neither party will register or attempt to register a mark confusingly similar to the other’s.

Creative assets supplied for a programme may be used only for that programme, for its duration, in the channels stated in Schedule 2.

Each party warrants that the assets it supplies do not infringe a third party’s rights, and will indemnify the other for a claim that they do.

Each party will take reasonable steps to prevent misuse of the Approved Programme, including collusion at the counter, bulk claiming, bot activity, and redemption against transactions that did not occur.

A party that becomes aware of suspected fraud will notify the other within twenty-four (24) hours, preserve the evidence, and may suspend distribution immediately pending enquiry. Suspension on reasonable suspicion of fraud is not a breach of this Agreement.

Amounts obtained through fraud are repayable on demand together with the cost of investigation, and are not subject to the liability cap.

Each party will keep its Platform credentials and terminals secure, and will notify the other where a compromise could have affected activity under this Agreement.

Each party will comply with the laws applicable to it in performing this Agreement, including tax, consumer-protection, data-protection, advertising, competition, anti-bribery, anti-money-laundering and sanctions law.

Neither party will offer or accept an improper payment in connection with this Agreement, contrary to the Prevention of Corruption Act, 1988, or use the arrangement to launder proceeds of crime contrary to the Prevention of Money Laundering Act, 2002.

Nothing in this Agreement is intended to fix resale prices, allocate markets, or restrict either party’s dealings with third parties, and no clause is to be construed as having that effect under Section 3 of the Competition Act, 2002. If a clause would have that effect, it is severed to the minimum extent necessary.

Neither party will issue, describe or market an Instrument as currency, a security, a prepaid payment instrument, a virtual digital asset, or an investment, and neither will make an Instrument redeemable for cash.

Each party warrants that it has the authority to enter into this Agreement, that the information it has provided for the Schedules is accurate, and that it holds the registrations and licences its role requires.

The Issuer warrants that it owns or is licensed to promote the products in Schedule 2, that its offer terms are accurate and lawful, and that it has the funds to meet its Settlement obligations as they fall due.

The Venue warrants that the locations or surfaces in Schedule 2 are its own or are operated under its control, and that it will apply approved benefits only to genuine Consumer transactions.

Except as expressly stated, neither party gives any warranty, and all implied warranties are excluded to the extent the law permits. Neither party warrants any commercial outcome.

Each party will indemnify the other against third-party claims, and against penalties imposed by a regulator, arising from its own breach of this Agreement, its fraud or wilful misconduct, its infringement of third-party intellectual property, its unlawful processing of Personal Data, or the goods and services it supplies.

The indemnified party will notify the other promptly, allow it to control the defence of the claim, not settle without consent, and provide reasonable assistance at the indemnifying party’s cost.

Neither party will settle a claim in terms that admit liability on the other’s behalf or impose an obligation on it, without that party’s written consent.

Nothing in this Agreement excludes or limits a liability that cannot lawfully be excluded or limited, including liability for fraud, for wilful misconduct, or for death or personal injury caused by negligence.

Subject to that, each party’s aggregate liability to the other arising out of or in connection with this Agreement, whether in contract, tort or otherwise, is limited to INR 5,00,000.00.

The cap does not apply to: accrued and unpaid Settlement or Funded Value; amounts obtained by fraud; a breach of confidentiality; a breach of the Personal Data clause; infringement of intellectual property; or an indemnity for a regulatory penalty caused by the indemnifying party’s own breach.

Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill, business opportunity or anticipated savings, however arising.

A claim must be notified in writing within twelve (12) months of the claiming party becoming aware of the circumstances giving rise to it. This is a contractual notification requirement and does not extend any period under the Limitation Act, 1963.

Neither party has a claim against Flicp under this Agreement, and neither may join Flicp to a dispute between the parties except as a witness or for the production of records.

This Agreement takes effect on the date both parties have signed it, as recorded in Schedule 6, and continues until terminated in accordance with this clause.

Either party may terminate for convenience on 30 days’ written notice.

Either party may terminate immediately on written notice where the other commits a material breach that is incapable of remedy; fails to remedy a remediable material breach within fifteen (15) days of notice; commits fraud; becomes insolvent, enters liquidation or has a resolution professional appointed; or is required to stop by a regulator or court.

Either party may suspend performance immediately, without terminating, on reasonable suspicion of fraud, on a security incident affecting the other, or where continuing would breach the law. A suspension will be notified with reasons and lifted when the cause is resolved.

Loss of a party’s Platform access does not terminate this Agreement, but a party unable to validate Redemptions may suspend acceptance until access is restored.

On termination, distribution stops and no new Instrument may be issued under this Agreement.

Instruments already in Consumer hands remain valid according to their own terms for 30 days after termination, and the Venue will continue to honour them for that period unless termination was for the Issuer's fraud or non-payment. The Issuer remains liable to settle Redemptions during the run-off.

Accrued Settlement obligations survive and fall due on the ordinary timetable. Each party will return or delete the other’s Confidential Information, subject to retention required by law or for a live dispute.

The clauses on settlement and taxes, records and audit, confidentiality, personal data, intellectual property, indemnities, limitation of liability, dispute resolution and governing law survive termination.

Neither party is liable for a failure or delay caused by an event beyond its reasonable control, including natural disaster, epidemic, war, civil unrest, strike, failure of public telecommunications or power, regulatory action, or the failure of an upstream infrastructure provider.

The affected party will notify the other and use reasonable efforts to resume. Payment obligations already accrued are not suspended.

If the event continues for more than sixty (60) days, either party may terminate on notice without liability for the termination itself.

Notices must be in writing and sent to the notice addresses in Schedule 5, with a copy to the signatory recorded in Schedule 6. Email is sufficient for operational notices, including pause, withdrawal and dispute notices.

A notice of termination, a claim under an indemnity or an allegation of fraud must additionally be sent by a means that produces proof of delivery to the registered office.

A notice is effective on delivery, or on the next business day where delivered outside business hours. A party must notify a change of notice address within seven (7) days.

Neither party may assign or transfer this Agreement without the other’s written consent, except to a successor in a merger, amalgamation or sale of substantially all of its assets, on notice.

A party may subcontract operational performance — for example store operations or fulfilment — but remains fully responsible for the subcontractor’s acts and omissions.

A change of control of a party that places it under the control of a competitor of the other entitles that other party to terminate on thirty (30) days’ notice.

The parties will determine the stamp duty payable on this instrument under the Indian Stamp Act, 1899 or the applicable State legislation, and will discharge it before relying on the instrument in evidence.

Unless Schedule 1 records otherwise, the Issuer bears the cost of stamping and the parties share the administrative burden equally.

Neither party may rely on the other, or on Flicp, to have determined the correct duty. An instrument that is not duly stamped may be inadmissible until the duty and any penalty are paid.

The parties consent to executing this Agreement electronically and agree it is not unenforceable merely because it was formed through electronic records, as contemplated by Section 10A of the Information Technology Act, 2000.

Each party signed independently through its own authorised Platform account, re-authenticating with its password and confirming a party-specific one-time passcode and a party-specific signing code sent to its registered email, each bound to the immutable hash of the document recorded in Schedule 6.

This workflow records authenticated electronic acceptance. It is NOT a certificate-based digital signature under Section 3 of the Information Technology Act, 2000, and NOT an electronic signature issued through a licensed eSign service under Section 3A, unless such a signature is separately applied. Neither party will represent it as one.

The parties agree that the record of execution in Schedule 6 and the associated Platform audit trail may be produced as evidence, and that the party producing them will obtain the certificate required by Section 63 of the Bharatiya Sakshya Adhiniyam, 2023 at the time of production.

Neither party will dispute the validity of this Agreement solely on the ground that it was signed electronically.

A party raising a dispute will notify the other in writing with the issue, the outcome sought and the evidence relied on. The parties will attempt resolution in good faith between senior representatives for thirty (30) days.

A dispute not resolved in that period is referred to arbitration by a sole arbitrator appointed jointly, under the Arbitration and Conciliation Act, 1996. The seat is Hyderabad, Telangana, India, the language is English, and the parties will consider the fast-track procedure under Section 29B of that Act where the amount in dispute allows.

The arbitrator’s award is final and binding. Costs follow the event unless the award provides otherwise.

Nothing in this clause prevents a party from applying to a court of competent jurisdiction for urgent interim relief, including to restrain a threatened breach of confidentiality or intellectual property.

Where a dispute concerns a Redemption, the parties will first reconcile against the FlicpLEDGER record. Flicp may be asked to produce records but is not a party to the dispute and is not bound by the outcome.

This Agreement is governed by the laws of India, and subject to the arbitration clause, the courts at Hyderabad, Telangana, India have exclusive jurisdiction.

Each party submits to that jurisdiction for the enforcement of an award and for interim relief.

This Agreement, with its Schedules, is the entire agreement between the parties on its subject matter and supersedes prior discussions, term sheets and correspondence.

An amendment is effective only when recorded on the Platform as a new version and signed by both parties in the manner used for the original. A course of dealing does not amend this Agreement.

If a provision is held unenforceable, it is severed to the minimum extent necessary and the remainder continues. A failure or delay in enforcing a right is not a waiver of it.

This Agreement may be executed in counterparts, including electronic counterparts, each of which is an original and which together form one instrument.

No third party has any right to enforce this Agreement. For the avoidance of doubt, that includes Flicp, which is not a party and takes no benefit under it.

Each party bears its own costs of negotiating and executing this Agreement, except as Schedule 1 records for stamp duty.

The terms above apply to all four instruments. Each also carries clauses specific to how it operates.

The Brand creates and funds vouchers against its own products. The Partner accepts those vouchers at its stores, applies the stated benefit at the counter, and is settled by the Brand for the funded value.

In-store acceptance and counter operations

The Partner will accept every voucher that the Flicp validation response marks valid for the location and the basket presented, and will apply the stated benefit before payment is taken. A voucher marked valid may not be refused because of a store-level policy that is not recorded in Schedule 2.

The Partner will operate redemption only through terminals registered to the locations listed in Schedule 2. Redemption from an unregistered terminal is outside this Agreement, and the Brand is not obliged to settle it.

The Partner will brief counter staff on the offers listed in Schedule 2, including validity, exclusions, product eligibility and the fact that the benefit is funded by the Brand and not by the Partner.

Where the Partner operates in offline mode under a permit issued by the platform, the Partner will synchronise redemption records within the permit window. Redemptions synchronised after the window expires are settled only if the Brand accepts them in writing.

The Partner will not condition redemption on an additional purchase, a payment method, or the collection of personal data beyond what Schedule 4 permits.

Product eligibility and stock

The Brand will keep the product and SKU mapping in Schedule 2 accurate, and will notify the Partner before adding or withdrawing an eligible product. A withdrawal takes effect prospectively and does not affect vouchers already claimed by Consumers.

The Partner will use reasonable efforts to hold saleable stock of the eligible products during a campaign notified under Schedule 2, and will tell the Brand promptly where it cannot.

Neither party is obliged to sell below cost, and nothing in this Agreement requires the Partner to charge any particular resale price. The Partner sets its own prices; the Brand-funded benefit is applied to the Partner’s own price.

The Brand creates and funds vouchers against its own products. The Platform lists them on its surfaces, validates them at checkout through the Flicp APIs, applies the benefit to the order, and is settled by the Brand for the funded value.

Listing, surfaces and checkout integration

The Platform will list an approved offer only on the surfaces identified in Schedule 2, and will present its material terms — validity, exclusions, eligible products and the identity of the funding Brand — at the point the Consumer applies it.

The Platform will call the Flicp validation endpoint before applying any benefit to an order, and will apply the benefit only in the amount the validation response returns. A benefit applied without a successful validation response is at the Platform’s own cost.

The Platform will honour the platform’s redemption idempotency contract: one order, one redemption reference. Duplicate submissions of the same reference must not create a second settlement claim.

Where the Platform operates its own cart-level or venue-level offers, they may stack with a Brand voucher only in the order the platform enforces — the product-scoped Brand benefit first, then the venue-scoped Platform benefit, one per layer. The Platform will not present a combined benefit that misstates which party funds which component.

The Platform will maintain the product and SKU mapping required for eligibility checks, and will correct a mapping error within five (5) business days of notice. Redemptions caused by a Platform mapping error are not settleable by the Brand.

Integration availability and change control

Each party will give the other at least fifteen (15) days’ notice before a change to its own systems that would break the agreed integration, except for an emergency security change, which may be made immediately and notified as soon as practicable.

The Platform will not cache a validation response beyond the validity stated in that response, and will re-validate before applying a benefit to a re-priced or re-created order.

Neither party warrants uninterrupted availability of the Flicp platform to the other. Where validation is unavailable, the Platform may decline to apply the benefit, and no claim arises between the parties for the declined redemption.

The Partner lists its goods or services on the Platform’s marketplace and funds offers against them. The Platform presents and validates those offers at checkout, applies the benefit, and is settled by the Partner for the funded value less any agreed distribution fee.

Listing, fulfilment and returns

The Partner is the seller of the goods or services it lists, is responsible for their description, quality, safety, warranty, statutory labelling and fulfilment, and remains liable to the Consumer for them. The Platform lists and presents; it does not assume the Partner’s obligations as seller.

The Partner will keep listing data — price, availability, product identifiers and offer eligibility — accurate, and will withdraw a listing promptly when it can no longer fulfil it.

Returns, cancellations and refunds are handled under the Platform’s published policy as it applies to Consumers, and are reconciled between the parties under the reversal clause of this Agreement. A refunded order reverses the associated redemption and the associated settlement claim.

Each party will comply with the Consumer Protection (E-Commerce) Rules, 2020 in the role it actually performs, and will not describe the other party’s role inaccurately to a Consumer or an authority.

Distribution fee, pricing independence and parity

The Platform’s distribution fee, if any, is stated in Schedule 1 and is charged on redeemed value only. No fee is payable on an offer that is presented but not redeemed, or on a redemption that is subsequently reversed.

The Partner sets its own prices and the value of its own offers. Nothing in this Agreement fixes, floors or dictates the Partner’s resale prices, and no clause of this Agreement is to be read as requiring resale price maintenance or as restricting the Partner’s sales through any other channel, whether under Section 3(4) of the Competition Act, 2002 or otherwise.

Where the parties agree any parity or exclusivity arrangement, it must be recorded expressly in Schedule 1, be limited in duration, and be reviewed by each party for competition-law compliance. Absent such a record, no exclusivity is granted by either party.

The Platform creates and funds offers for its own users and extends them beyond its own checkout. The Partner honours those offers at its physical locations, applies the benefit at the counter, and is settled by the Platform for the funded value.

Offline acceptance, terminals and evidence

The Partner will honour every Platform-funded offer that the Flicp validation response marks valid for the location and the basket presented, and will apply the benefit before payment is taken.

Redemption must be recorded through a terminal registered to a location listed in Schedule 2. A benefit given without a recorded validation is not settleable, because neither party can evidence it.

The Platform will not issue an offer redeemable at the Partner’s locations beyond the caps in Schedule 1 without the Partner’s written agreement, so that the Partner can plan staffing and stock against a known exposure.

Where a terminal is offline, the Partner may redeem under a platform-issued offline permit within the permit’s limits, and will synchronise the record within the permit window. Records synchronised late are settled only if the Platform accepts them in writing.

The Partner will display the offer accurately at the point of sale and will identify the Platform as the funding party where a Consumer asks who is paying for the benefit.

Consumer identity and cross-venue reach

The Platform-funded offer is venue-extended: it is issued by the Platform to its own users and is honoured at the Partner’s locations only within the scope of Schedule 2. It confers no right on the Platform to solicit the Partner’s walk-in customers at the counter.

Neither party will use the redemption event to profile the other party’s customers beyond the metrics permitted in Schedule 4, and neither will re-identify a Consumer from data received under this Agreement.

Where the Partner also honours Brand-funded vouchers at the same location, the layering rule in this Agreement applies: one product-scoped benefit and one venue-scoped benefit at most, and the funding party of each must be recorded distinctly for settlement.

Summarising the operative clauses. Where this table and the terms differ, the terms govern.

The law these templates are drafted against, cited by name and section. Nothing here quotes a statute, states a settled legal position, or is legal advice to either party. Each party must obtain its own legal, tax and competition-law review before relying on an executed agreement.

Template version IN-INTERPARTY-1.0. The version applicable to an executed agreement is printed in its header, and the document hash recorded in its Schedule 6 is what both signatures are bound to. Superseded versions continue to govern agreements executed under them.

Need a copy of an executed agreement re-issued? Write to help@flicp.com quoting the agreement reference.