Terms and Conditions for
Network’s Employee Discount Program

1. Interpretation
   The following definitions and rules of interpretation apply in this Agreement.
   1. Definitions
      “Agreement” means the application form and these terms and conditions together with all related attachments, annexes, schedules, emails, and other documents, including any later additions or amendments agreed in writing between the two parties.
      “Commencement Date” means the date when a Merchant Offer begins
      “Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party or its Group of Companies or their Representatives to the other party and its Representatives whether before or after the date of this Agreement in connection with this Agreement.
      “Merchant Offer” means the offers, discounts or rewards provided by the Merchant Partner to eligible Network Employees.
      “Network Employees” means the full-time employees of Network International LLC who has a valid employee id as set forth in Schedule A.
      “Network EDP” means a program as defined in the recitals.
2. Merchant Partner Obligations
   1. Merchant Partner shall enter all required Merchant Partner offer details in application form before the Merchant Partner is onboard onto the Network EDP. Merchant Partner understands and agrees that entry of the Merchant Partner Offer Information into the Set-up Template shall be final and binding on the Merchant Partner.
   2. Merchant Partner is solely responsible for reviewing the Merchant Offer information and is solely liable for the accuracy of the same.
   3. Merchant Partner warrants that it will not breach any applicable laws or regulations, including but not limited to any applicable laws and regulations relating to gambling and defamation and shall be solely liable in the event that it or any Merchant Partner Offer Information does breach any applicable laws or regulations.
   4. Network requires the Merchant Partner to offer the Merchant Offer for a minimum duration of six (6) months.
   5. Merchant Partner may not remove or request removal of a Merchant Offer until and unless it completes the Merchant Offer duration as set forth in application form on 1st page. Where there is no end date provided, the Merchant Partner can terminate the Merchant Offer by providing a prior written notice of (30) days, post completing the six month minimum requirements. In all cases, the Merchant Partner retains its obligation to fulfil the Merchant Offer redemptions that took place prior to the end of the Merchant Offer.
   6. Merchant Partner understands that every transaction in which the Network Employees is availing the Merchant Offer creates a direct buying agreement and legal contract between the Merchant Partner and an Network Employees that shall be exclusively governed by the Merchant Partner sales terms and conditions (Merchant T&Cs). Network is not party to the transaction or the said Merchant T&Cs.
   7. Merchant Partner warrants that it shall provide the Merchant Offer in accordance with best industry practice, using all due skill, care and diligence, as per this Agreement and the Merchant T&Cs as communicated to the Network Employees.
   8. Merchant Partner will settle any costs incurred by Network as a result of any complaints received or actions taken by Network Employees in relation to Merchant Partner Offer Delivery or Merchant Partner Offer Return.
   9. Merchant Partner agrees that any claims in relation to complaints received or actions taken by Network Employees concerning the Merchant Offer can only and exclusively be made against the Merchant Partner and Network shall in no circumstances be liable to Network Employees and/or the Merchant Partner and Network shall pass on any claims that it receives to the Merchant Partner.
   10. Network shall be allowed to publish the Merchant Offer along with Merchant name and logo on its internal portal for Network Employees.
   11. Merchant Partner shall be responsible for providing training to its staff to ensure that all Network Employees can avail the Merchant Partner Offer just by showing their Network Employee identification card.
3. Term and Termination
   1. This Agreement shall commence on the Effective Date and continue unless terminated in accordance with this clause.
   2. Merchant Partner cannot terminate any Merchant Offer before the minimum period (6 month) End Date of the relevant Merchant Offer.
   3. Network may terminate this Agreement without cause upon one (1) month prior written notice to the Merchant Partner.
   4. Merchant Partner may terminate this Agreement without cause upon three (3) month prior written notice to Network.
   5. Either party may at its option terminate this Agreement immediately upon written notice in the event that the other party:
      1. materially breaches any term of this Agreement, which breach remains uncured for a period of fifteen (15) lapsed calendar days after written notice of such breach;
      2. repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
      3. becomes insolvent or asserts that it is insolvent, fails to pay its general obligations as they become due, institutes or has instituted against it any proceeding, arrangement, receivership or assignment for the benefit of creditors, or files or has filed against it any petition under applicable bankruptcy laws;
      4. suspends or ceases trading for any reason;
      5. in case of force majeure as provided for in clause 7.
   6. On termination of this Agreement clauses Error! Reference source not found. (Data Protection), (Intellectual Property), ‎4 (Confidentiality), ‎5 (Limitation of Liability and Indemnity) and ‎9 (Applicable law and Jurisdiction) shall survive and continue in full force and effect.
   7. On termination of this Agreement, the Merchant Partner shall retain its obligation to fulfil Merchant Offer redemptions that took place prior to the date of termination.
   8. Any other provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
   9. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
4. Data Protection & Confidentiality
   1. Each party shall be responsible for complying with the relevant data protection legislation for the processing of any personal data for performing their respective obligations under this Agreement.
      1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement (“Permitted Purpose”); or
      2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
   2. A party may disclose the other party's Confidential Information to those of its Representatives (or those Representatives of any member of the Group of Companies to which that party belongs or, in Network’s case, and/or NI) who need to know such Confidential Information for the Permitted Purpose, provided that:
      1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
      2. such Representatives are bound by a confidentiality agreement which imposes the same or equivalent confidentiality obligations to the obligations set out in this Agreement, and at all times, it is liable for the failure of such Representatives to comply with the obligations set out in this clause.
   3. A party may disclose the other party’s Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives such other party as much notice of such disclosure as possible.
   4. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this Agreement are granted to the other party, or to be implied from this Agreement.
5. Limitation of Liability and Indemnity
   1. Except as expressly set forth herein Network makes no express or implied warranty with respect to the services to be provided under this Agreement including without limitation any implied warranty of satisfactory quality, fitness for a particular purpose, or non-infringement of third-party rights. Network does not warrant that the Merchant Partner Portal and/or Merchant Partner Portal will be error-free or will operate uninterrupted, or that any defects that may exist can be corrected. Merchant Partner acknowledges that Network makes no representations regarding warranty or performance or capability other than as expressly stated in this section.
   2. In no event shall Network be liable for any loss of profits, use, business, data or information, or for any incidental, indirect, special, consequential or exemplary damages whatsoever, including but not limited to damages resulting from loss of anticipated savings or lost data. This applies even if Network has been advised, knew or should have known of the possibility thereof, or for any incidental, indirect, special, consequential or exemplary damages resulting from any and all claims by any third parties.
   3. The aggregate liability of Network whether in contract or in tort shall in no event exceed one-month fees received in the past twelve (12) month period preceding the relevant claim. This limitation shall not apply to liability in respect of death or personal injury caused by negligence or any liability that by law cannot be restricted.
   4. Merchant Partner hereby agrees to indemnify and hold harmless Network against any fees, expenses, damages or other loss whether direct or indirect incurred as a result of (a) the Merchant Partner entering incorrect or inaccurate information onto the Merchant Partner Offer Template or wrongful/deliberate denial of the Merchant Partner Offer to Network Employees or when the Merchant Partner Offer Information breaches applicable laws or regulations (b) any incomplete, inaccurate or misleading data or information published in relation to its products or services (c) any claim by the Network Employees or issuers or any other third party (d) the Merchant Partner or the Merchant Partner Information breaching the terms of this Agreement or any applicable laws or regulations (e) any fees or penalties incurred by Network due to any and all fraudulent transactions or due to chargeback.
6. Independent contractors
   1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter any commitments for or on behalf of any other party.
      Each party confirms it is acting on its own behalf and not for the benefit of any other person unless otherwise mutually agreed and acknowledged by the parties.
7. Force majeure
   1. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for thirty (30) days, the party not affected may terminate this Agreement by giving a written notice within seven (7) days to the affected party.
8. Entire agreement
   1. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
   2. In the event and to the extent only of any conflict between the main body of the Agreement and any schedules, the wording in the Agreement shall prevail.
   3. This Agreement is drafted in the English language. If this Agreement or any Merchant Partner Description, Merchant Partner Information or other document in relation to this Agreement is translated into any other language, the English language version shall prevail.
   4. This Agreement is drafted in the English language. If this Agreement or any Merchant Partner Description, Merchant Partner Information or other document in relation to this Agreement is translated into any other language, the English language version shall prevail.
9. Applicable law and Jurisdiction
   1. If any dispute or claim arises in connection with this Agreement, the parties shall, within no less than fourteen (14) days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.
   2. If the dispute is not resolved as per clause ‎10.1 then any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the laws of the United Arab Emirates and the courts in Dubai shall have exclusive jurisdiction.
10. Notices
    1. All communication from the Merchant Partner to Network in relation to this Agreement must be in writing or by email (provided that notice will only be accepted by email if proof of delivery can be provided and that a copy of such notice has been sent to the other party in hard copy by recorded delivery).
    2. Communication from Network to the Merchant Partner will be made in writing, by letter or email. All notices provided will be considered to have been received two (2) Business Days after posting on the date of sending of an email or on the date posted on the Merchant Partner Portal.