3. CONTRACT

a. This Agreement applies to any order placed by you and to any distributor of vouchers or similar products (“QuiCker e-Vouchers”) by us to the recipients of any such QuiCker e-Vouchers. No other terms are implied by trade, custom, practice or course of dealing.

b. You will be asked to agree to this Agreement via our Website and/or Platform. If for any reason you are not prompted to affirmatively agree to this Agreement then your continued use of our services and placing any Order will constitute your agreement to the terms of this Agreement.

c. This Agreement is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Agreement.

d. Our obligations contained in this Agreement are only owed to you and no other party.

e. We may from time to time make changes to this Agreement and any policies and agreements which are incorporated herein, and such changes shall be effective immediately upon notification via our Website, Platform or such other method including but limited to email. Your use of our services after such changes or your Order of our QuiCker e-Vouchers, shall constitute your acceptance to such changes.

4. ORDERS

a. You will either order QuiCker e-Vouchers through our Website or through our Platform.

b. Creating your order - Please follow the onscreen prompts to place an Order (including selecting product options and voucher values). Your placing of an order will be treated as an offer by you to place an order for the QuiCker e-Vouchers specified in the order subject to the terms of this Agreement and “Order” shall mean any such order placed by the Buyer either through the Website or through the Platform.

c. Please check your Order carefully before confirming the details of any Order. You are responsible for ensuring that your Order is complete and accurate. We shall not be liable or responsible for any errors or omissions input by you or any person authorized to do so, on your behalf. You irrevocably confirm and acknowledge that we shall not be obliged to refund nor are we liable to any extent for any refund of any amount in respect of any errors made in the Order.

d. Every Order for QuiCker e-Vouchers received from you shall be deemed to be an offer by you to purchase QuiCker e-Vouchers subject to these terms. If we accept an Order we will notify the Buyer with an order confirmation acknowledging the details of the Order.

e. You irrevocably confirm that once you have selected or agreed to your payment method then you have committed to be bound to purchase the QuiCker e-Vouchers at the price that is identified in such Order (“Purchase Price”).

5. PAYMENTS

a. You irrevocably confirm and acknowledge that your obligation to pay the Purchase Price to us is absolute and not conditional upon any confirmation or approval from any third party.

b. You agree that you shall pay the Purchase Price immediately in cleared funds before we are obligated to deliver the QuiCker e-Voucher under this Agreement. Buyer shall pay the Purchase Price to such bank account nominated by us from time to time.

c. All sums payable to us under this Agreement:

i. are exclusive of VAT or any other taxes, and Buyer shall in addition pay an amount equal to any VAT or taxes chargeable on those sums on delivery of a VAT invoice (if VAT or other taxes are applicable); and

ii. shall be paid in full without any set-off, counterclaim, deduction or withholding.

6. ALLOCATION AND USE OF VOUCHERS

a. Once you have placed an Order, upon using QuiCker e-Vouchers, it is your responsibility to ensure that you formally assign such QuiCker e-Voucher to the appropriate recipients (“Recipients”) in accordance with this section.

b. The Buyer acknowledges and accepts that:

i. from time to time the expiry dates will vary depending on the third party provider of such vouchers; and

ii. we reserve the right to vary the expiry dates from time to time.

c. You agree that you shall provide the correct details of the Recipients to us either on the Website or through the Platform, and further, you take responsibility for any errors or omissions that result in any incorrect or omitted details provided to us.

d. You irrevocably confirm and acknowledge that:

i. if any Recipients are unsuccessful in redeeming any claimed QuiCker e-Vouchers for any reason (including expiration of such QuiCker e-Vouchers) then neither of us, nor any other person shall be liable to pay you or such Recipient any refund for such failure; and

ii. We shall not be liable to monitor whether any persons/Recipients have failed to claim any QuiCker e-Vouchers that they may be entitled to or whether Recipients have redeemed such Voucher with any third party. You acknowledge that once a Recipient has received a generated QuiCker e-Vouchers then they will have to rely on the terms and conditions of the relevant third-party provider.

e. You acknowledge that QuiCker e-Vouchers are strictly not for resale or exchangeable for cash in part or in full and are valid for a single transaction only.

f. You further acknowledge that QuiCker e-Vouchers are not refundable or exchangeable for cash and any unused balance will not be refunded. Therefore, if the value of an item purchased is less than the value of the QuiCker e-Voucher, any amount remaining from the transaction will be held to be used on another purchase until the e-Voucher’s expiration date.

g. The QuiCker e-Vouchers are held under your responsibility once delivered to you or to the Recipient or recipient nominated by you. We shall have no liability for any QuiCker e-Vouchers lost, stolen, damaged or delayed as a result of any network, computer hardware or software failure of any kind.

7. OUR OBLIGATIONS

a. In consideration of you agreeing to comply with the terms of this Agreement and to pay the Purchase Price, we shall provide the following services to you.

b. We shall create the right for you to assign QuiCker e-Vouchers to certain Recipients and upon your notification to do so, it shall assign these to the Recipients. We shall then provide a link to enable the Recipients to redeem the QuiCker e-Vouchers.; or

c. We shall provide our services with reasonable care and skill pursuant to the terms of this Agreement.

8. COMPLIANCE WITH LAWS

a. We are required under law to verify the identity of our customers and carry out due diligence to combat financial crime, money laundering and terrorist financing (“AML Requirements”). As a result, we will need to make certain enquiries and to obtain information from you for this purpose. In providing this information you declare and affirm to us that such assets and/or cash introduced to us by you will be from lawful sources and not deemed to be unlawful, illegal or immoral.

b. You agree to share certain information and documentation requested and you authorize us to use any personal data or other information for the purposes of identity verification and other screening procedures (including any updated personal information). If you fail to reply promptly to any request from us, or if your responses are unsatisfactory, we may close or suspend your QuiCker e-Vouchers from circulation.

c. You authorize us, or a third-party service provider, to take any measures deemed necessary to verify and authenticate your identity, confirm the information you submit and to take any action we deem necessary based on the results of our investigations.

d. In case of breach of this Terms and Conditions, of applicable law or if you provide any information that is, or that we have reasonable grounds to suspect to be inaccurate, misleading, outdated or incomplete, we reserve the right to, in our sole and absolute discretion, to block access to or to suspend, close or terminate your QuiCker e-Vouchers, at any time, with or without advance notice. To the fullest extent permitted by law, we shall not be liable to make any compensation, monetary or otherwise, following such suspension, freeze, termination or inability to use your QuiCker e-Vouchers.

e. Furthermore, you may not use the QuiCker e-Vouchers to engage in the following categories of activity (“Prohibited Uses”). The specific types of use below are representative, but not exhaustive. If you are uncertain as to whether your use involves a Prohibited Use, or have questions about how these requirements apply to you, please contact our team. By agreeing to these Terms you agree that you will not use your QuiCker e-Vouchers to do any of the following:

i. Unlawful Activity – Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs or which would involve proceeds of any lawful activity; publish, distribute or disseminate any unlawful material or information. This includes market abuse activity and market manipulation;

ii. Abusive Activity – Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept or expropriate any system or information; transmit or upload any material to us that contains viruses, worms or any other harmful or deleterious programs; attempt to gain unauthorized access to our systems; or

iii. Fraud – activity which operates to defraud us, our clients, or any other person; provide any false, inaccurate, or misleading information to us.

iv. Restricted Businesses - You must not use QuiCker e-Vouchers for the following activities, unless you have received prior written approval from us. If you think your business falls into one of the Restricted Business categories, please contact us. If we do provide approval, note that the approval is specific to each service offering and it may be modified or revoked unilaterally by us at any time. The following businesses shall be “Restricted Businesses”:

1. Regulated industries

2. Cannabidiol (CBD)

3. CBD products containing only negligible amounts of THC, per local limits

4. Pharmaceuticals, medical devices and telemedicine

5. Online pharmacies, including SaaS platforms

6. Card-not-present prescription-only products and pharmaceuticals

7. Prescription-only and regulated medical devices

8. Prescription delivery services

9. Telemedicine and telehealth services

10. Tobacco

11. Tobacco products including e-cigarettes, cigars, and e-liquid

12. Herbal cigarettes

13. Production equipment specifically marketed for the production of tobacco products

14. Businesses that might pose elevated financial risks

15. Businesses that are prone to abuse by fraudulent actors

16. Multi-level marketing - business strategy where companies earn revenue and participants earn commissions from retail product sales network marketing, and referral marketing programs.

f. If you are a resident of any Restricted Jurisdiction, you may not purchase, sell, own or otherwise transact QuiCker e-Vouchers in any form. The Restricted Jurisdictions include the following: Belarus, Bulgaria, Burkina Faso, Cameroon, Cuba, Democratic People's Republic of Korea, Democratic Republic of Congo, Haiti, Iran, Iraq, Kenya, Lebanon, Libya, Mali, Mozambique, Myanmar, Namibia, Nigeria, Palestine, Philippines, Russia, Senegal, Somalia, South Africa, South Sudan, Syria, Tanzania, Venezuela, Vietnam and Yemen. We reserve the right to amend this list at any time.

9. REFUNDS

a. You irrevocably agree that we have no obligation to refund or credit any amounts that relate to any QuiCker e-Vouchers that have:

i. not been claimed by a Recipient by the Expiry Date; or

ii. not been redeemed in accordance with the relevant QuiCker e-Vouchers expiry date as referred to in clause 4(b) above.

b. You further irrevocably agree and acknowledge that we will not issue you any refunds or credits for any claims, demands, losses, costs, expenses and/or liabilities arising from the transactions between you and any Recipient.

c. In the special circumstances where we are able to provide any refund for QuiCker e-Vouchers, then the Buyer acknowledges and agrees that the current refund policy at such time shall apply (“Refund Policy”). You acknowledge and accept that our ability to provide refunds may be dependent on third party providers, then our refund policy has to be flexible to adapt to the corresponding third party and other related costs that we may suffer from time to time;

d. The Buyer acknowledges and accepts that the Refund Policy will include certain conditions and costs including but not limited to:

i. surcharges applied on any credit note or refund;

ii. administrative fees;

iii. additional fees where credit or bank cards were used for payments to us;

iv. any VAT or taxes (where applicable) will be added in addition to the amounts described above.

e. Where we agree to refund a QuiCker e-Voucher, any refund shall be subject to the following deductions:

i. a surcharge will be applied on any credit note or refund paid against the total value being refunded;

ii. administrative fee will be applied against any collective refund; and

iii. additional fees where credit or bank cards were used for payments to us.

iv. any VAT or taxes (where applicable) will be added in addition to the amounts described above.

10. LIMITATION OF LIABILITY

a. References to liability in this clause 9 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

b. No limitation of your payment obligations. Nothing in this clause 9 shall limit your payment obligations under this Agreement.

c. Our total liability for any breach (or breaches related to the same Order) shall be limited to the total amount of the Purchase Price of the relevant Order.

d. The following specifies the types of losses that are excluded:

i. loss of profits;

ii. loss of sales or business;

iii. loss of agreements or contracts;

iv. loss of anticipated savings;

v. loss of use or corruption of software, data or information;

vi. loss of or damage to goodwill;

vii. punitive damages and

viii. indirect or consequential loss.

e. You acknowledge that we will not be liable or in any form held responsible for any claims, demands, losses, costs, expenses and/or liabilities of any kind whatsoever, arising from or in connection with any transaction or dealing between you and Recipients. Any claims, demands, losses, costs, expenses and/or liabilities arising from the transactions between you and any Recipient shall be made and resolved exclusively between you and Recipient.

11. DATA PROTECTION

a. With respect to any personal data that will be processed by us and in respect of our data relationship with you, we shall comply with our obligations under applicable Data Protection Laws and shall ensure any processing of any personal data is fair and lawful, as set out in our Privacy Notice.

b. Each party shall:

i. provide reasonable assistance and co-operation to the other in respect of the transfer of personal data, for the purposes of ensuring that the transfer of personal data is lawful; and

ii. ensure that persons who have access to and/or process the personal data are obliged to keep the personal data confidential.

c. Each party agrees to negotiate, in good faith, any further documents or processes requested by one party for the purpose of one or both parties ensuring compliance with Data Protection Laws in respect of the personal data transferred between them.

12. EVENTS OUTSIDE OUR CONTROL

a. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).

b. If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement, our obligations under this Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.

c. For the avoidance of doubt, we shall not be liable to you or any other person (including any intended beneficiary):as a result of any act, omission, failure, fraud, delay, negligence, insolvency or default of any bank, financial institution, clearing or payments system, or regulatory, governmental or supra-national body or authority.

13. GENERAL

a. Updates to this Agreement. You agree that we shall have the right to make changes to this Agreement from time to time, but if we do so we will notify you.

b. Notice. Any notice or other communication given by one of us to the other under or in connection with Agreement must be in writing and be delivered by email or such other contact details that we may provide to you from time to time.

c. Assignment and transfer. We may freely assign or transfer our rights and obligations under this Agreement. You may only assign or transfer your rights or your obligations under this Agreement if we agree in writing.

d. Waiver. If we do not insist that you perform any of your obligations under this Agreement, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

e. Severance. Each paragraph of this Agreement operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

f. Third party rights. This Agreement is between you and us. No other person has any rights to enforce any of its terms.

g. Governing law and jurisdiction. This Contract is governed by the laws of the state of Texas and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the courts in Texas.