Subscription Terms

"Agreement" means this Subscription Agreement, comprising the Schedules and these Terms and Conditions, together with the documents incorporated by reference in Schedule 5.

"Platform" means the website flicp.com, the Flicp Brand Dashboard, Partner Portal, Platform Portal, developer portal, the Flicp consumer applications, the Flicp APIs, and FlicpLEDGER.

"Voucher" means a brand-issued entitlement to goods, services or a discount, created and funded through the Platform and recorded on FlicpLEDGER. Vouchers are not securities, currency, prepaid payment instruments or virtual digital assets.

"Subscriber Data" means data the Subscriber or its users submit to the Platform, and data generated by the Subscriber’s use of it, excluding aggregated and de-identified data.

"Consumer" means an end user who holds, claims or redeems a Voucher. "Brand", "Partner" and "Platform" as capitalised account types have the meanings given on the Platform.

"Subscription Period" means the period stated in Schedule 1. "Entitlements" means the limits and features stated in Schedules 2 and 3.

Headings are for convenience and do not affect construction. References to a statute include that statute as amended, re-enacted or replaced, and any subordinate legislation made under it.

The singular includes the plural and vice versa. "Including", "for example" and "such as" are illustrative and do not limit what precedes them.

A reference to writing includes email. A reference to a day is a calendar day, and to a business day is a day other than a Saturday, Sunday or public holiday in Telangana, India.

Where a period is expressed in days from a given date, that date is excluded. Where a payment or notice falls due on a non-business day, it falls due on the next business day.

Amounts are stated in Indian Rupees unless otherwise specified. Where this Agreement is issued in more than one language, the English text governs.

No rule of construction operates against the party that drafted this Agreement.

FLICP TECHNOLOGIES PRIVATE LIMITED ("Flicp") is a company incorporated in India under the Companies Act, 2013, CIN U62011TS2026PTC214611, with its registered office at 4th Floor, Xeno Space, No. 28 & 50, Arunodaya Colony, Madhapur, Hyderabad, Telangana – 500081, India.

Flicp operates a voucher infrastructure platform. Brands create and fund Vouchers; Partners accept and redeem them at their locations; Platforms embed issuance and redemption into their own products. Vouchers and their ownership records are written to FlicpLEDGER, a private permissioned ledger operated by Flicp. FlicpLEDGER is not a public blockchain, has no native token, and is not accessible for trading.

Flicp is an intermediary within the meaning of Section 2(1)(w) of the Information Technology Act, 2000. Flicp is not a party to any underlying commercial transaction between the Subscriber and its own customers, between a Brand and a Partner, or between two Subscribers.

This Agreement records the subscription described in Schedule 1 and takes effect from the date the subscription payment was captured. It governs the Subscriber’s paid access to the Platform for the Subscription Period.

The documents listed in Schedule 5 — the Terms of Service, Subscription Terms, Privacy Policy, Acceptable Use Policy and Security Statement published at flicp.com/legal — are incorporated into this Agreement and form part of it. They are reproduced in full in Annexures A to D. Where an Annexure and the published page differ, the published page as at the date of this Agreement governs.

Where this Agreement and an incorporated document conflict on a matter of subscription entitlement, fees or liability, this Agreement governs. On all other matters the incorporated document governs.

Schedules 2 and 3 state the Entitlements. Those values are read directly from the same configuration the Platform enforces at runtime, and are the definitive statement of what the Subscriber has paid for. Schedule 4 states what the plan does not include.

Subject to payment and compliance with this Agreement, Flicp grants the Subscriber a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform for its internal business purposes during the Subscription Period, within the Entitlements.

The right granted is a right to use a hosted service. No copy of the Platform software is delivered, and no right to the source code, models or infrastructure is granted.

The Subscriber may permit its employees and contractors to use the Platform on its behalf within the team-member limit in Schedule 2, and remains responsible for their acts and omissions.

A Brand is responsible for funding the value of every Voucher it issues. Issuing a Voucher creates a commitment to honour it on redemption according to its stated terms, and that commitment is not contingent on the Brand’s subscription remaining active.

A Partner that accepts a Voucher is entitled to settlement of the funded value in accordance with the arrangement agreed with the issuing Brand. Flicp records issuance and redemption and makes that record available to both parties; Flicp is not a guarantor of the Brand’s funding obligation.

Where Flicp facilitates settlement between a Brand and a Partner, it does so as a technical facilitator through an authorised payment partner. Flicp does not hold Subscriber funds outside such an arrangement, and does not extend credit.

Redemption evidence recorded on FlicpLEDGER is the primary record for resolving a redemption dispute. Where a Subscriber’s own records differ, the parties will reconcile against the ledger record before escalating.

A Voucher that expires unredeemed creates no settlement obligation. Nothing in this Agreement entitles a Subscriber to the value of unredeemed vouchers held by Consumers.

Subscription fees are payable in advance for each billing period. Prices stated on the Platform are exclusive of Goods and Services Tax, which is charged at the prevailing rate (currently 18%) and shown separately in Schedule 1.

Flicp issues a GST-compliant tax invoice for each payment. Payments are processed by Razorpay Software Private Limited, an RBI-authorised payment aggregator. Flicp does not store card or bank credentials.

Fees already paid for a completed or current billing period are non-refundable, except where refund is required by applicable law, where this Agreement expressly provides for a refund, or where Flicp fails to provide the subscribed service for a sustained period and does not remedy that failure within thirty (30) days of written notice.

Where the Subscriber is required to withhold tax at source on any payment, it will deduct at the correct rate, remit to the authority, and furnish the certificate within the statutory period. Flicp may suspend service where a withholding certificate is not furnished and the shortfall is not made good.

Flicp may revise published prices on thirty (30) days’ notice. A revision takes effect from the next billing period and never during a period already paid for.

The subscription runs for the Subscription Period and does not auto-renew unless the Subscriber has separately authorised a recurring mandate. Where a mandate is in place, the Subscriber may revoke it at any time through the account settings or its bank.

The Subscriber may cancel at any time with effect from the end of the current period, by written notice to help@flicp.com or through the account settings in the relevant dashboard or portal. Cancellation does not entitle the Subscriber to a refund of the current period except as stated in this Agreement.

On cancellation or expiry, Entitlements revert to the free tier. Vouchers already issued and in Consumer hands remain valid according to their own terms; the Subscriber remains responsible for honouring them and for any funding commitment already made.

The Subscriber will use the Platform only for lawful purposes and in accordance with the Acceptable Use Policy, will keep its account credentials secure, and will notify Flicp promptly of any suspected unauthorised access.

The Subscriber is responsible for the accuracy, legality and fulfilment of every offer it publishes, including validity periods, exclusions, disclosure of material terms, and compliance with the Consumer Protection Act, 2019 and applicable advertising standards.

The Subscriber will not attempt to circumvent Entitlement limits, reverse engineer the Platform, resell access to it without written consent, use it to build a competing service, or introduce malicious code.

The Subscriber will not use the Platform to issue instruments that are redeemable for cash, convertible to currency, or marketed as an investment, and will not represent Vouchers or loyalty credits as securities or virtual digital assets.

Flicp will use commercially reasonable efforts to keep the Platform available, excluding scheduled maintenance notified in advance, emergency maintenance, and downtime attributable to third-party infrastructure or the Subscriber’s own systems.

Support is provided by email at help@flicp.com during Indian business hours. Where a plan includes a higher support tier, the terms of that tier apply in addition.

Flicp may modify or improve the Platform provided it does not materially reduce an Entitlement stated in the Schedules during a paid period, except as permitted in clause 10.

Flicp targets monthly availability of 99.5% for the Platform APIs and dashboards, measured excluding scheduled maintenance notified at least forty-eight (48) hours in advance, emergency maintenance, and downtime attributable to the Subscriber’s systems or a third party the Subscriber selected.

Where measured availability in a calendar month falls below 99.5%, the Subscriber may claim a service credit of 5% of that month’s fee; below 99.0%, 10%; below 95.0%, 25%. Credits are applied against the next invoice.

A claim must be made in writing within thirty (30) days of the end of the affected month and include the periods of unavailability relied on. Service credits are the Subscriber’s sole financial remedy for failure to meet an availability target.

Scheduled maintenance is ordinarily performed outside Indian business hours. Flicp will use reasonable efforts to keep total scheduled maintenance below four (4) hours per month.

Flicp will provide the subscribed services with reasonable skill and care, maintain the Entitlements stated in the Schedules for the Subscription Period, and keep an auditable record of Voucher issuance and redemption on FlicpLEDGER.

Flicp will process personal data in accordance with the Digital Personal Data Protection Act, 2023 and the Flicp Privacy Policy, and will apply the safeguards described in the Security Statement.

Flicp will give at least thirty (30) days’ written notice before removing or materially reducing a feature or limit stated in the Schedules during a paid period. If Flicp does so, the Subscriber may cancel and receive a pro-rata refund of the unused portion of the period.

Flicp maintains a Grievance Officer as required under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 and the Consumer Protection (E-Commerce) Rules, 2020. Complaints may be sent to help@flicp.com and will be acknowledged within forty-eight (48) hours.

Flicp does not guarantee commercial outcomes. Redemption rates, Consumer uptake, footfall, conversion and revenue arising from any campaign are not warranted.

Flicp is not responsible for the Subscriber’s own compliance obligations, including GST on the Subscriber’s own supplies, the accuracy and legality of offer terms the Subscriber publishes, advertising and consumer-protection compliance for its promotions, or its obligations to its own customers and employees.

Flicp is not responsible for a Brand’s failure to honour a Voucher it issued, or for a Partner’s refusal to redeem a validly issued Voucher. Such disputes lie between those parties, though Flicp will provide the ledger evidence it holds on request.

Flicp is not liable for failures caused by the Subscriber’s own systems, third-party services the Subscriber selects, incorrect configuration by the Subscriber, or events outside Flicp’s reasonable control.

The Platform is provided without warranties other than those expressly stated in this Agreement. All implied warranties are excluded to the extent permitted by law.

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

Subject to the preceding clause, Flicp’s aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total subscription fees paid by the Subscriber to Flicp in the twelve (12) months immediately preceding the event giving rise to the claim.

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

The Subscriber must notify Flicp of any claim under this Agreement within twelve (12) months of becoming aware of the circumstances giving rise to it.

The Subscriber will indemnify Flicp against claims by third parties arising from the Subscriber’s offers, the goods or services underlying them, its breach of this Agreement or the Acceptable Use Policy, or its infringement of third-party rights.

Flicp will indemnify the Subscriber against third-party claims that the Platform, used in accordance with this Agreement, infringes Indian intellectual property rights. Flicp may at its option modify the Platform, procure a licence, or terminate the subscription with a pro-rata refund.

The indemnified party will notify the other promptly, allow it to control the defence, and provide reasonable assistance at the indemnifying party’s cost.

Where Flicp processes personal data on the Subscriber’s instructions, Flicp acts as a Data Processor and the Subscriber as Data Fiduciary under the Digital Personal Data Protection Act, 2023. Where Flicp determines the purposes of processing for its own consumer-facing services, Flicp acts as Data Fiduciary.

Each party will implement reasonable security safeguards, notify the other without undue delay on becoming aware of a personal data breach affecting the other’s data, and cooperate in responding to data principal requests and regulatory enquiries.

The Subscriber warrants it has a lawful basis and, where required, valid consent for personal data it submits, and that its notices to Consumers cover processing by Flicp.

Flicp will not sell the Subscriber’s customer data, and will not use it to compete with the Subscriber. Flicp may use aggregated, de-identified data to operate and improve the Platform.

Personal data is stored and processed in India unless the Subscriber is notified otherwise. Any transfer outside India will comply with applicable restrictions in force at the time.

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

These obligations do not apply to information that is public through no breach, was already lawfully held, is independently developed, or must be disclosed by law or regulatory direction — in which case the disclosing party will give notice where lawful.

Confidentiality obligations survive for three (3) years after termination, and indefinitely for trade secrets and personal data.

Each party will keep accurate records relating to this Agreement, including issuance, redemption, settlement and tax records, for the period required by applicable law.

The Subscriber may, on thirty (30) days’ written notice and not more than once in any twelve (12) month period, request a reconciliation of its issuance and redemption records against the ledger. Flicp will provide an extract in a machine-readable format at no charge.

Where a regulator, statutory auditor or court requires records held by Flicp relating to the Subscriber, Flicp will provide them and, where lawful, notify the Subscriber.

Flicp may audit a Subscriber’s use of the Platform where it reasonably suspects circumvention of entitlement limits or breach of the Acceptable Use Policy, limited to the data necessary to establish the position.

Flicp owns the Platform, FlicpLEDGER, all software, documentation, designs and trademarks associated with them, and all improvements to them. No rights are granted except those expressly stated.

The Subscriber owns Subscriber Data and its own trademarks, and grants Flicp a non-exclusive licence to host, process, transmit and display that data as necessary to provide the subscribed services.

Feedback the Subscriber provides may be used by Flicp without restriction or obligation.

Flicp uses third-party providers for payments, identity verification, communications, hosting and analytics. A current list of sub-processors is available on request, and Flicp remains responsible for their performance of the subscribed services.

Where the Subscriber connects its own third-party services — including point-of-sale, e-commerce and messaging providers — the terms of those services govern them, and Flicp is not responsible for their availability, security or acts.

FLICP loyalty credits and Sparks distributed under a plan’s distribution limit are programme credits. They are earned through platform activity, cannot be purchased for money, and cannot be transferred between users. They are not currency, securities, prepaid payment instruments or e-money.

Nothing in this Agreement obliges Flicp to redeem loyalty credits for cash, and no cash-out path is offered. Flicp may modify, suspend or discontinue the credit programme on thirty (30) days’ notice.

Neither party will use the other’s name, logo or marks in publicity without prior written consent, except that Flicp may identify the Subscriber as a customer in a list of customers, and the Subscriber may state that it uses the Platform.

Consent to a case study, quotation or press release must be specific and in writing, and may be withdrawn for future use.

Each party will comply with applicable anti-bribery, anti-money-laundering and sanctions laws, including the Prevention of Corruption Act, 1988 and the Prevention of Money Laundering Act, 2002, and will not offer or accept improper payments in connection with this Agreement.

The Subscriber will not use the Platform to launder proceeds of crime, finance terrorism, evade tax, or transact with a person subject to applicable sanctions.

Flicp may report suspicious activity to the competent authority and may suspend an account pending enquiry, without that suspension being a breach of this Agreement.

Flicp may suspend or terminate the subscription on written notice for material breach of this Agreement or the Acceptable Use Policy, non-payment, or where required by a court order, statutory authority or regulatory direction. Where the circumstances allow, Flicp will give notice and a reasonable opportunity to remedy before suspending.

Either party may terminate on thirty (30) days’ written notice if the other commits a material breach that is not remedied within that period, or on immediate notice if the other becomes insolvent or enters liquidation.

On termination for Flicp’s convenience, Flicp will refund the unused portion of the period on a pro-rata basis. On termination for the Subscriber’s breach, no refund is due.

The Subscriber may export its data for ninety (90) days after termination, after which Flicp may delete it subject to any retention required by law. Ledger records that must be retained as redemption evidence are retained for the statutory period.

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

The affected party will notify the other and use reasonable efforts to resume performance. If the event continues for more than sixty (60) days, either party may terminate and Flicp will refund the unused portion of the period.

Neither party may assign this Agreement without the other’s written consent, except that either may assign to a successor in a merger or sale of substantially all assets on notice. Flicp may subcontract performance while remaining responsible for it.

Notices must be in writing and sent to help@flicp.com and the registered office for Flicp, and to the email and address on the Subscriber’s account. Notice is effective on delivery, or on the next business day if sent after business hours.

This Agreement, with the documents incorporated in Schedule 5, is the entire agreement between the parties on its subject matter and supersedes prior discussions. It may be varied only in writing.

If a provision is held unenforceable, it is severed and the remainder continues in force. A failure to enforce a right is not a waiver of it.

Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. There are no third-party beneficiaries.

The clauses on fees, confidentiality, data protection, intellectual property, limitation of liability, indemnities and governing law survive termination.

Flicp may amend these terms for a future Subscription Period by publishing an updated version and giving notice at least thirty (30) days before the Subscriber’s next renewal. The version in force at the start of a Subscription Period governs that period.

Each issued Agreement records the template version in its footer. Superseded versions continue to govern subscriptions issued under them until those subscriptions renew.

Where an amendment materially reduces the Subscriber’s rights, the Subscriber may decline it by cancelling before the next period begins, without penalty.

Changes required by law or regulatory direction take effect on the date required, and Flicp will give as much notice as the circumstances allow.

The Subscriber may export Subscriber Data at any time during the Subscription Period through the Platform’s export functions or the APIs, in a structured, machine-readable format.

On termination, export remains available for ninety (90) days. Flicp will provide reasonable assistance with a bulk export on request, and may charge for assistance beyond the standard export functions.

After the export window, Flicp may delete Subscriber Data, except records it must retain for statutory, tax or redemption-evidence purposes, which are retained for the required period and then deleted.

This Agreement is governed by the laws of India. The parties submit to the exclusive jurisdiction of the courts at Hyderabad, Telangana, India.

Before commencing proceedings, the party raising a dispute will notify the other in writing and allow thirty (30) days for good-faith resolution between senior representatives.

Nothing in this clause prevents either party from seeking urgent interim relief from a court of competent jurisdiction.

This Agreement is issued electronically and is valid without a physical signature under Section 10A of the Information Technology Act, 2000. Payment of the subscription fee and continued use of the subscribed services constitute the Subscriber’s acceptance of these terms.

A Subscriber who does not accept these terms must notify Flicp within seven (7) days of the date of this Agreement and cease using the subscribed services, in which case the fee paid will be refunded in full.

The Subscriber confirms that the person accepting this Agreement is authorised to bind it.

Every Subscription Agreement incorporates the following published policies. The current version of each applies.

• Terms of Service — flicp.com/legal/terms
  Platform use, accounts, Brand and Consumer services, acceptable conduct, termination.
• Subscription Terms — flicp.com/legal/subscription-terms
  The public version of the terms set out in this Agreement.
• Privacy Policy — flicp.com/legal/privacy
  Personal data processed through the Platform and rights under the DPDP Act, 2023.
• Acceptable Use Policy — flicp.com/legal/ethics
  Prohibited conduct, offer integrity, and misuse of consumer data or metrics.
• Security Statement — flicp.com/legal/security
  Safeguards applied to voucher data and redemption evidence.

Template version IN-SUBSCRIPTION-1.0. The version applicable to your subscription is printed in the footer of your Subscription Agreement PDF. Superseded versions continue to govern subscriptions issued under them until those subscriptions renew.

Need a copy of your Agreement re-issued? Write to help@flicp.com with your agreement reference.