PARTNER TERMS AND CONDITIONS

These Terms and Conditions govern the cooperation and participation of the business entity (the "Partner") in the SplitPoints Loyalty Program operated by Split Marketing Solutions Pvt. Ltd. By entering into an agreement, the Partner agrees to be bound by these T&C.

1. Definitions

SplitPoints Loyalty Program (Program): The loyalty mechanism and platform operated by SplitPoints.
SplitPoints/Rewards: The loyalty currency or benefits accrued by the Member and offered by the Partner.
Partner (or Participating Partner): The retail, service, or e-commerce entity participating in the Program.
Member: An individual enrolled in the Program who holds a valid account.
Service Provider: Refers to Split Marketing Solutions Pvt. Ltd. in its capacity of administering the Program.

2. Subject of Cooperation and Program Mechanics

2.1. Partner Profile and Integration

Partner Details: The legal name, registration number, and primary contact details of the Partner shall be recorded in a Partner Enrollment Form.
Integration: The Partner is responsible for implementing the SplitPoints API or integration tools provided by the Service Provider.
Legal Capacity: The Partner confirms it has the full legal authority to participate in this Agreement and that its operations comply with all applicable laws in India.

2.2. Earning (Point Accrual) Rules

Accrual Rate: The Partner shall award SplitPoints to Members at the rate agreed in the Partner Enrollment Form.
Qualifying Transactions: A Qualifying Transaction is the final purchase price of goods or services. SplitPoints cannot be earned on purchases paid using previously redeemed points.
Issuance and Display: Points must be issued to the Member's account upon successful completion of the transaction. Points will appear as Pending in the Member's app within 24 hours. Points shall become fully available to spend in accordance with the Partner's stated return policy. Where no return policy exists, points shall become available within 3 working days of the transaction.

2.3. Redemption Rules

Redemption Value: SplitPoints shall be redeemable at the Partner's location or platform at the fixed Programme rate of 10 points = ₹1.
Minimum Threshold: The Partner may set a minimum number of Points required for redemption. Any Partner-set minimum threshold shall not exceed the Programme-wide minimum of 500 SplitPoints as communicated to Members under Section A.

3. Settlement and Fees

A monthly statement will be generated summarising all point allocations and redemptions for the period.

Invoices issued to the Partner must be paid within 10 days, and any amounts owed to the Partner will also be settled within 10 days.

4. Rights and Obligations of the Service Provider

Support & Tools: SplitPoints shall provide Partners with technical documentation and support for integration.
Program Operation: SplitPoints shall use commercially reasonable efforts to ensure the proper functioning of the Program's IT systems and infrastructure.
Program Rules: SplitPoints shall maintain and communicate the general rules for awarding and redeeming SplitPoints to Members.

4.1. Right to Re-Credit Points for Partner Non-Compliance

Independently credit the corresponding SplitPoints to the affected Member's account.
Deduct the monetary cost of those credited SplitPoints from the next settlement due to the Partner, without requiring the Partner's prior consent.

4.2 Platform Availability and Service Level

Availability: SplitPoints will use commercially reasonable efforts to maintain platform availability and ensure the Programme's core functions are operational on a continuous basis.
Scheduled Maintenance: Where planned maintenance is required, SplitPoints will communicate this to Partners with reasonable advance notice, ordinarily no less than 24 hours.
No Guarantee of Uninterrupted Service: SplitPoints does not guarantee that the platform will be uninterrupted or error-free. SplitPoints shall not be liable for any loss suffered by a Partner arising from temporary service interruptions, whether scheduled or unscheduled.
Incident Response: In the event of an unplanned outage, SplitPoints will use its best efforts to restore services promptly and will notify affected Partners as soon as practicable.

5. Rights and Obligations of the Partner

Compliance & Legality: The Partner must ensure full compliance with all applicable laws and regulations.
Program Integrity: The Partner shall not engage in any fraudulent or misleading practices regarding Point issuance or redemption.
Product Responsibility: The Partner bears sole responsibility for the quality, safety, and compliance of all products or services offered under the Program.
Customer Service: The Partner must promptly cooperate in addressing Member complaints or disputes related to Points.

6. Program Integrity and Enforcement

In cases of suspected or confirmed non-compliance, the Service Provider reserves the right to:

Remove, forfeit, or deduct any wrongfully earned or issued SplitPoints from the Member's account.
Cancel, suspend, or terminate the Member's participation in the Program.
Take equivalent action against the Partner, including withholding settlements or terminating the partnership, as detailed in Section 9.

7. Intellectual Property (IP) and Marketing

SplitPoints IP Usage: The Partner is granted a limited, non-exclusive, revocable licence to use the SplitPoints name and logo solely for promoting participation in the Program.
Partner IP Usage: The Partner grants SplitPoints a non-exclusive, royalty-free licence to use the Partner's trademarks and logos solely for marketing and administering the Program.

8. Data Protection and Confidentiality

Data Protection: Both parties must comply with all applicable data protection and privacy laws, including the Digital Personal Data Protection Act, 2023, when handling Member data. Each party will act as an independent Data Controller unless explicitly agreed otherwise in writing.
Safeguards: The Partner agrees to implement appropriate technical and organisational safeguards to protect Member data and prevent unauthorised access, disclosure, or misuse.
Data Breach Notification: If there is any breach or unauthorised access to Member data, the Partner must notify SplitPoints promptly within 24 hours and cooperate in any remedial actions.
Confidentiality: The Partner acknowledges that all technical documentation, commercial rates, settlement data, and proprietary system details shared by SplitPoints constitute Confidential Information and agrees not to disclose it to third parties. This obligation survives termination.
Data Usage: The Partner agrees to use data provided by SplitPoints solely for the purposes outlined in this Agreement. The Partner shall not sell, rent, or share any Member data with third parties without express written consent.

9. Warranties, Liability, and Indemnification

Partner Warranties: The Partner warrants it has the full legal capacity and authority to enter into and abide by these T&C.
Limitation of Liability (SplitPoints): SplitPoints is not liable for indirect, special, incidental, or consequential damages, or for failures caused by force majeure or misuse of the Program.
Indemnification (Partner): The Partner shall indemnify, defend, and hold harmless SplitPoints from any claims, costs, or liabilities arising out of the Partner's unlawful actions, negligent performance, or breach of these T&C.

10. Force Majeure

Neither party shall be held liable for any failure or delay in performing its obligations under these T&C where such failure or delay results from events beyond that party's reasonable control, including: acts of God; natural disasters; epidemic or pandemic; war, civil unrest, or terrorism; cyberattacks or infrastructure failures; or regulatory or government actions.

The affected party shall notify the other party promptly and shall use commercially reasonable efforts to resume performance as soon as practicable.

11. Duration and Termination

Duration: These T&C shall commence upon the Partner's acceptance and continue until terminated by either party.
Termination by Notice: Either party may terminate this cooperation by providing 30 days' written notice. During this period, both parties shall continue to perform their obligations.
Immediate Termination: SplitPoints may terminate immediately upon written notice if the Partner breaches Sections 2, 3, 5, or 8.
Accrued Obligations: Termination does not affect rights or obligations accrued prior to the termination date. Confidentiality, data protection, and indemnification obligations survive termination.

12. Grievance Redressal

Partners may raise any dispute or complaint by contacting SplitPoints at admin@splitpoints.com.
SplitPoints will acknowledge within 48 hours and endeavour to resolve within 30 days.
Disputes that cannot be resolved through good-faith negotiation shall be referred to the courts of competent jurisdiction at Thrissur, Kerala, India.

13. Final Provisions

Amendments: SplitPoints reserves the right to amend or modify these T&C at any time. Changes will be communicated in writing and continued participation constitutes acceptance.
Governing Law: These T&C shall be governed by and construed in accordance with the laws of India.
Jurisdiction: All disputes shall be subject to the exclusive jurisdiction of the competent courts at Thrissur, Kerala, India.
Dispute Resolution: Disputes shall first be attempted to be resolved amicably within 30 days. Either party may then seek recourse through the designated courts.