GENERAL BUSINESS TERMS AND CONDITIONS FOR Lyoness MEMBERS



January 2017


PREAMBLE

Lyoness India Private Limited, a company registered under Companies Act 2013, bearing company registration number: U74140DL2015FTC280270 and having its Registered office at A288, 2nd Floor, Defence Colony, New Delhi-110024, India, (hereinafter referred to as ‘Lyoness’), operates the Lyoness Loyalty Programme that enables a Member to receive Member Benefits by making a Purchase from a Loyalty Merchant.

The person, who reads and accepts these GTCs and whose name is specified on the Registration Form or on the Registration Flyer is desirous to participate in the Lyoness Loyalty Programme.

These GTCs explain the nature and scope of the contractual relationship between Lyoness and a Member. A Member must read and accept the GTCs before participat-ing in the Lyoness Loyalty Programme. Some of the clauses of these GTCs may be related to other clauses and therefore it is recommended that no clause be read in isolation.

Clicking on “Accept GTCs” or presenting the Cashback Card to a Loyalty Merchant or quoting the Membership ID for a Purchase is deemed to be an acceptance by a Member of these GTCs and of any updates made thereto.

These GTCs are legally binding. Any term or condition that appears in italics can be found in Appendix I, a glossary of defined terms.

These GTCs form an electronic record in accordance with the Information Technology Act, 2000 and rules made thereunder, as applicable, and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

These GTCs are published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing of the rules and regulations, privacy policy and user agreement for access or usage of the Lyoness Website.

1. Legally Binding Agreement

1.1. These GTCs (including all recital, clauses, annexure or amendments made thereto) form a legally binding agreement (“Agreement/GTCs”) between Lyoness and the Member.

1.2. Lyoness reserves the right to change these GTCs prospectively, at any time and without any reason, including but not limited to changing the Benefits of the Lyoness Loyalty Programme and every such amendment will be published on the Lyoness Website.

1.3. Members may be notified of amendments made to the GTCs by email; however each Member agrees that Lyoness may notify him by publishing the amend-ments on the Lyoness Website. The Member agrees that the GTCs, as published on the Lyoness Website, at any given point in time, shall be legally binding.

1.4. This Agreement will be non-exclusive i.e. Lyoness is free to enter into similar Agreements with any other parties.

1.5. This Agreement is non-assignable and non-transferable i.e. Members shall not assign or transfer the membership to the Lyoness Loyalty Programme or the Benefits arising due to the membership to the Lyoness Loyalty Programme under this Agreement to any Third Party.

2. Object of the Agreement

2.1. This Agreement sets out the rights and obligations of the Member and of Lyoness, for the purposes of participation in the Lyoness Loyalty Programme;

2.2. Upon becoming a Member and whilst being a Member, the Member agrees to be bound by the terms of these GTCs (and any amendments made thereto by Lyoness, from time to time) and in consideration of the foregoing Lyoness enables the Member to participate in the Lyoness Loyalty Programme;

2.3. In accordance with these GTCs, a Member is eligible to participate in the Lyoness Loyalty Programme and to receive Member Benefits.

2.4. A Member’s Purchases are recorded under the Lyoness Loyalty Programme. A Member can use one of the following methods to make Purchases: • Cashback Card
Loyalty Merchant Voucher/Gift Card
Online Shop accessed via Lyoness’ online platform.
Lyoness will not be held liable if these various shopping methods are not always universally available. Clause 8.3 defines the various methods for recording Purchases.

3. Basis of the Agreement

3.1. In order to complete the Agreement and to become a Member an applicant must apply to be registered either offline, using a Registration Flyer, or online, using Lyoness’ online Registration Form on the Lyoness Website. In certain circumstances he may register with a Loyalty Merchant.

3.2. Upon receipt of application for registration, Lyoness reserves the right to accept the application or reject it, at its sole discretion.

3.3. Upon acceptance by Lyoness of an application to register and subject to accepting these GTCs, the applicant will become a Member and receive a personal, non-transferable Membership ID. This entitles him to participate in the Lyoness Loyalty Programme (but does not make him a Member of any registered or unregistered club, society or association); see further Clause 26.2.

3.4. Each natural person or legal entity is only permitted to register once (i.e. only one Membership ID will be obtained by each Member). For registration, a Member must enter a home or business address (registered office). If a Member attempts to register more than once with the aim of obtaining extra Member Benefits, Lyoness reserves the right to terminate the contractual relationship as detailed in Clauses 20 to 22 of this Agreement and revoke any Member Benefits obtained in this manner. If a Member registers more than once, the most recent Membership ID will be deleted and any Member Benefits will be revoked.

3.5. In case of online registration, a Member will have the option to print out his Cashback Card. In case of registration through Registration Flyer or through a Loyalty Merchant a Member may receive a Lyoness Cashback Card, free of charge.

3.6. Only a Member is entitled to use a Cashback Card for the purpose of making a Purchase and any other person who is not a Member cannot use/present a Cashback Card.

3.7. This Cashback Card cannot be used for making any payments for a Purchase. It is not a credit card or a stored value card. It can only be used to register the Purchases made by a Member. It also does not confer upon the Member any rights or Benefits other than as laid down in these GTCs.

4. Eligibility to become a Member

4.1. Subject to these GTCs, a natural person or legal entity is eligible to become a Member; he should be competent to contract as required by section 11 of the Indian Contract Act, 1872 and he should have a bank account in his own name.

4.2. For a natural person to become a Member, the following conditions must be fulfilled:
i. He should be at least 18 years old, on the date of his accepting these GTCs;
ii. He should not be of unsound mind and;
iii. He should not be insolvent.

5. Payment by a Member

5.1. Membership of the Lyoness Loyalty Programme is free of charge and a Member is not obliged to make any payment to Lyoness at any time in exchange for Benefits accruing to him on account to his Membership.

5.2. For Purchases made by a Member at a Loyalty Merchant, the Member will make payment direct to the Loyalty Merchant; Lyoness will not be a party to this payment.

5.3. A Member is under no obligation to make Purchases and there is no minimum amount of Purchases required for the purposes of membership; the Purchases shall be at a Member’s sole discretion.

6. Commencement date

Unless Lyoness rejects an application, the Commencement Date of the Agreement will be the date on which the applicant clicks on “complete registration” on the Lyoness Website.

7. Legal Relationship

7.1. Participation in the Lyoness Loyalty Programme is at a Member’s sole discretion and responsibility and constitutes only a contractual relationship between the parties. A Member is legally independent of Lyoness and nothing in any agreement between a Member and Lyoness will render a Member to be an employee, servant, worker, agent, shareholder or partner of Lyoness, nor will a Member hold himself out as such.

7.2. If eligible, a Member is entitled only to receive Member Benefits. A Member is not entitled to any remuneration extending above and beyond these. A Member is not entitled to the reimbursement of any expenses.

7.3. A Member is not authorised to represent Lyoness in any way and must not make representations regarding the Lyoness Loyalty Programme; likewise, he must not take as fact any such representations made by other Members or Lyconet Marketers or Loyalty Merchants. A Member is not entitled to receive money or collect funds for/on behalf of Lyoness. If a Member violates this clause Lyoness may terminate his membership immediately.

7.4. A Member warrants to Lyoness that:

7.4.1. The information that he has provided to Lyoness, including the personal data that he has provided at the time of registration in the Lyoness Loyalty Programme, is true and correct;
7.4.2. He is eligible to become a Member and meets the conditions set out in Clause 4 of this Agreement.

7.5. A Member undertakes to inform Lyoness without undue delay of any change to his personal data provided at the time of registration (in particular address, e-mail address, bank account details, telephone number etc.). Lyoness will not be responsible for any loss that may arise to a Member, due to any miscommunication or delay in communication or non-communication on the part of a Member.

7.6. A Member is not allowed to enrol any other person or business entity into the Lyoness Loyalty Programme.

7.7. Without prior written consent from Lyoness, a Member is not entitled to:
7.7.1. use logos, writing, trademarks, slogans, domains, other symbols and similar content belonging to Lyoness or its Affiliates or a Loyalty Merchant;
7.7.2. create business cards, presentations, videos, audio files, screenshots, web content, media content, flyers, brochures, websites, apps, advertising material, bulk emails, mail shots, homepages or any similar media concerning Lyoness or the Lyoness Loyalty Programme, to distribute them in written or electronic form or in any other miscellaneous manner or to make them publically accessible (e.g. on internet sites such as Facebook or YouTube);
7.7.3. organise and run events, such as information events, workshops, seminars, etc., concerning Lyoness or the Lyoness Loyalty Programme.

7.8. Notwithstanding anything contained in this Agreement, Lyoness reserves the right to investigate any violations/breach of this Agreement and to take any action that Lyoness deems appropriate. In the event of any breach, Lyoness may terminate the Member’s Agreement forthwith as described in Clause 20 of this Agreement.

8. Lyoness Loyalty Programme

8.1. A Member is entitled to receive Member Benefits in accordance with these GTCs when he makes a Purchase at a Loyalty Merchant. The Member Benefits and their respective conditions are described in more detail in Clause 10 of this Agreement.
8.2. To be able to grant Member Benefits, Lyoness enters into contracts with Loyalty Merchants. Current Loyalty Merchants and the associated Member Benefits are listed at the Lyoness Website and a Member is expected to apprise himself of the same.

8.3. To be eligible to receive Member Benefits, a Member's Purchase must be recorded. A Member can use one of the following methods to have his Purchase recorded under the Lyoness Loyalty Programme:
8.3.1. Cashback Card: When making a Purchase from a Loyalty Merchant that accepts the Cashback Card, a Member should present it before complet-ing the transaction so that the Purchase may be recorded by the Merchant;
8.3.2. Online Shop: to make a Purchase from an Online Shop, a Member should:
a) log in at the Lyoness Website using his access data and then select the Online Shop of his choice, or
b) access the Online Shop from another online channel, if any, provided by Lyoness to record Purchase data.
To shop at an Online Shop and to enable the Purchase to be recorded, a Member must make sure that cookies are enabled and that advertise-ment or script blockers are disabled during the Purchase process. Lyoness will not be responsible for the Member’s failure to do so, if the Purchase is not recorded. Clause 9 contains information about shopping online.

8.4. For the methods described under Clauses 8.3.1 and 8.3.2, the Loyalty Merchant sends all Purchase and/or billing data to be recorded by Lyoness and to be used for the calculation of the resulting Member Benefits. Lyoness will not be held responsible if the Loyalty Merchant fails to report a Purchase or owing to some technical or other error Lyoness or the Loyalty Merchant is unable to trace a Purchase back to the Member. Whilst Lyoness will try to recover a missing Purchase, Lyoness reserves the right not to chase a missing Purchase claim. The decision of Lyoness in this regard will be final.

9. Online Shopping

9.1. A Member is encouraged to read the online shopping section in the FAQs on the Lyoness Website.

9.2. A Member is entitled to receive Member Benefits provided that the Loyalty Merchant’s cancellation or return period has expired and the Member has not cancelled the Purchase.

9.3. A Member who makes a Purchase at an Online Shop is entitled to Member Benefits only if the Online Shop is available in India; these are listed on the Lyoness Website.

9.4. Lyoness has no influence over the design of an Online Shop as it is owned by the Loyalty Merchant, independent of Lyoness, and Lyoness is in no way responsible for such a website. Lyoness expressly distances itself from any content on such a website that may be illegal or immoral.

10. Member Benefits

10.1. A Member who makes a Purchase, and has the Purchase recorded in accordance with Clause 8.3 is entitled to receive Member Benefits, comprising Cash-back and Shopping Points, if applicable.

10.2. A Member’s entitlement to Benefits occurs after he has paid in full for a Purchase and no further rights exist to reverse it (either contractual, e.g. as per the specific Loyalty Merchant's return policy, or legal, e.g. the existence of a withdrawal / cooling off period under any distance selling regulations or otherwise). Once the Loyalty Merchant confirms the Purchase to Lyoness, the Benefits are accrued for the Member in the Lyoness system. Lyoness invoices the Loyalty Merchant for the agreed discount and, when paid by the Loyalty Merchant (expected within two months) the Member receives the Benefits from Lyoness.

10.3. Provided that at least INR 500 has been accrued for the Member, Lyoness will transfer Cashback weekly to the Member’s designated bank account.

10.4. In addition to the Member Benefits under the Lyoness Loyalty Programme, a Loyalty Merchant may also make special offers to Members, which will be listed on the Lyoness Website and which may be subject to specific terms and conditions.

11. Shopping Points

11.1. A Member is entitled to receive Shopping Points for a Purchase provided these are included in the discount negotiated by Lyoness with a Loyalty Merchant.

11.2. The entitlement to receive a certain number of Shopping Points depends on the value of the Purchase and the terms negotiated by Lyoness with the particular Loyalty Merchant. An example of a Purchase of INR 8,000 and the resultant number of Shopping Points is shown on the Lyoness Website.

11.3. The sale or barter of Shopping Points is not permitted. However, a Member may transfer Shopping Points to another Member free of charge, for example as a gift.

11.4. A Member can track his accrued Shopping Points in his Personal Member Area on the Lyoness Website. When a Member redeems Shopping Points he can use only the number specified by a Loyalty Merchant for a particular Shopping Point Deal.

11.5. If a Member redeems Shopping Points when making a Purchase, he will be entitled to Member Benefits based on the price paid after deducting the additional discount obtained through the use of Shopping Points.

11.6. Shopping Points will expire at the end of the third calendar year following the year in which they were earned.

12. Use of Lyoness Website

12.1. Subject to these GTCs and the Terms and Conditions of Use of the Lyoness Website, Lyoness grants the Member a limited, personal, non-exclusive, revocable, non-assignable and non-transferable license to use the Lyoness Website.

12.2. It is a Member’s sole responsibility to understand and comply with the terms set forth in the Terms and Conditions of Use available on the Lyoness Website and only use the Lyoness Website if he agrees to abide by such terms. A Member further agrees, undertakes and confirms that his use of the Lyoness Website will be governed strictly by the Information Technology Act 2000, as amended up to date, and the rules or regulations made thereunder.

12.3. In case of non-compliance with Clause 12.2. or any of the terms of Terms and Conditions of Use available on the Lyoness Website, while accessing or using the Lyoness Website, Lyoness has the right to block or terminate immediately the access or usage rights of a Member and remove non-compliant information, if any. Further, a Member will be liable to pay damages by way of compensation to any person who is adversely affected by such non-compliance.

13. Personal Member Area

13.1. Lyoness will provide each Member with his own Personal Member Area at the Lyoness Website, free of charge. Once a Member has entered his username and password he can view his Purchases, and Member Benefits. Should the Lyoness Website and log-in area become unavailable Lyoness’ liability is defined in Clause 18.

13.2. A Member agrees to retain, securely and confidentially, his Access Details for his Personal Member Area (user name, password and PIN) and undertakes not to permit any unauthorised person to use his Access Details.

13.3. A Member is able to amend his personal settings at any time at the Lyoness Website. For security or other reasons, Lyoness may require the Member to change the Access Detail which facilitates access to the Personal Member Area.

13.4. A Member undertakes to notify Lyoness without delay of any improper use or access to his Personal Member Area. Access to a Member’s account will be blocked immediately and new Access Detail will be sent to the Member by text message, e-mail or post.

13.5. Notwithstanding Clause 13.4, Members agree to be liable for all transactions made pursuant to the use of the Access Details in the Personal Member Area, with or without the Member’s knowledge or consent. Members acknowledge that Lyoness is under no obligation or duty to verify the authenticity of any person who performs transactions through the use of valid Access Details.

13.6. Subject to Clause 18, Lyoness will not be held liable for any loss, damage or expense incurred by the Member, however caused, through any unauthorised disclosure or unauthorised use of his Personal Member Area.

14. Disclaimer

14.1. The negation and limitation of damages set forth in Clause 18 below are fundamental elements of the basis of the Agreement between Lyoness and a Member. The Lyoness Website and the products, services, documents, content and materials and information presented would not be provided without such limitations.

14.2. No advice or information, whether oral or written, obtained by the Member from Lyoness through participation in the Lyoness Loyalty Programme will create any warranty, representation or guarantee not expressly stated in this Agreement/GTCs.

15. Change of Recommender

15.1. A Member who has not made a Purchase for a period of at least six months can change his Recommender by nominating another eligible Recommender. The newly-nominated Recommender must give his consent to this change. In these circumstances, the Member’s Recommendees, if any, will remain in their original positions.

16. Data Protection

16.1. By accepting these GTCs, or presenting the Cashback Card, or quoting the Membership ID to a Loyalty Merchant, or making an online Purchase, a Member consents to Lyoness or any agent of Lyoness to collect, store and process Member data, in so far as this is necessary to operate the Lyoness Loyalty Pro-gramme. Lyoness also provides a Member's direct and indirect Recommenders (both Lyconet Marketers) with data on Purchases made by the Member, iden-tified by name, email address and telephone number.

16.2. With a Member’s consent, Lyoness can also use his data to provide personalised information about offers and products from Lyoness and Loyalty Merchants.

16.3. Consent under data protection legislation: A Member hereby agrees that Lyoness can collect personal data concerning his purchasing behaviour (interests and preferences etc.) under the Lyoness Loyalty Programme and can use this information to contact the Member, either in person or by post or by email, to send him personalised information and to advertise the Lyoness Loyalty Programme and Loyalty Merchant offers. The Member can revoke his consent at any time. A Member is entitled to request Lyoness for information relating to his data, to check the accuracy thereof. He is also entitled to correct, amend and on termination of the Lyoness Loyalty Programme, delete the data kept by Lyoness. All enquiries regarding the amendment of data or requests for withdrawal of consent and deletion of data should be submitted to Lyoness by email at member-service@Lyoness.in or by post at Lyoness India Private Limited, A288, 2nd Floor, Defence Colony New Delhi 110024.

16.4. Lyoness uses established security equipment and methods to protect its Members’ data from unauthorised access. Lyoness’ liability for the security of data transmitted on the internet is governed by Clause 18.

16.5. All data to be kept by Lyoness is considered to be confidential information and will not be released/disclosed/used unless it is required to be disclosed by any judicial or quasi-judicial authority.

16.6. Lyoness reserves the right to refuse access to Member data to any person claiming to be a Member if Lyoness is uncertain of the person’s identity or authority.

16.7. Further, a Member is required to review the Privacy Policy Statement, which is relevant to the use of the Lyoness Website and participation in the Lyoness Loyalty Programme available at the Lyoness Website. Each time a Member accesses and/or uses the Lyoness Website (other than simply to read these Terms), he agrees to be bound by and comply with all of the terms of the Privacy Policy Statement. Therefore, the Member is advised not to use the Lyoness Website or participate in the Lyoness Loyalty Programme if he does not agree to all of the terms.

17. Exclusion of Warranties and Guarantees

17.1. A Member expressly understands that participation in the Lyoness Loyalty Programme is at his sole risk and discretion and Lyoness disclaims all warranties and conditions of any kind. The scope of services offered by Lyoness is restricted to the operation of the Lyoness Loyalty Programme as described in these GTCs.

17.2. The Loyalty Merchant will be responsible to the purchasing Member for the supply of goods or service, as the case may be, in accordance with the Loyalty Merchant’s terms and conditions. All interaction between a Member and the Loyalty Merchant, whether on an Online Shop or an offline shop, will be on a prin-cipal to principal basis and Lyoness will not a party to such transactions. Lyoness is not the seller or supplier of any Loyalty Merchant´s goods or services and thus is not bound by any of the legal obligations applicable to the sellers of these goods or services.

17.3. Accordingly, Lyoness makes no representations and has no control over or responsibility for:
17.3.1. The quality, safety, or legality of the goods or services of a Loyalty Merchants;
17.3.2. whether the Loyalty Merchant can or will supply and pass good title to any goods or services;
17.3.3. whether the quality of the goods or services offered by a Loyalty Merchants will meet the Member’s requirements;
17.3.4. whether the service of a Loyalty Merchants will be uninterrupted, timely or free from errors;
17.3.5. whether the defects, if any, in the operation or functionality of the service of a Loyalty Merchants will be remedied.

17.4. A Member should exercise no lesser degree of caution when entering into transactions with a Loyalty Merchant than he would when entering into similar transactions with any other merchant/retailer/ service provider.

17.5. Subject to Clause 18, Lyoness assumes no warranty, obligations or liability for a Loyalty Merchant’s service obligations, in particular for its failure to fulfil its obligations, in whole or in part. Should a Loyalty Merchant fail to fulfil its obligations, the Member is not entitled to make any claims against Lyoness for any damages or compensation or remuneration in any form, be it full or partial reimbursement of the value of a Loyalty Merchant Voucher redeemed, the issuance of a new Loyalty Merchant Voucher, a cash payment or any other form of payment. The Loyalty Merchant is solely responsible for all claims resulting from its failure to fulfil its obligations or failure to fulfil obligations correctly

18. Liability and Indemnity

18.1. Lyoness has no liability whatsoever arising out of a Member’s participation in the Lyoness Loyalty Programme. In particular, but not as a limitation thereof, Lyoness is not liable to a Member for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage, litigation; for any errors or omissions from the Lyoness Website or any service or product obtained therefrom; for the unavailability or interruption of the Lyoness Website or any features thereof, due to the use of the Lyoness Website or the contents and material contained therein; for the failure, for any reason, of a Loyalty Merchant to sell or supply the goods or services required by the Member or for a faulty/defective good or services supplied by a Loyalty Merchant, whether based on breach of Agreement, breach of warranty, tort (including negligence), product liability or otherwise, even if advised of the possibility of such damages.

18.2. A Member agrees to defend (if requested by Lyoness), indemnify and hold Lyoness harmless against all liabilities, claims, losses, damages and expenses that may arise out of or in connection with (a) the Member’s breach or anticipated breach of this Agreement or (b) the Member’s use of the Lyoness Website or Member’s Personal Member Area, or (c) the Member’s Purchase at a Loyalty Merchant, or (d) the Member’s violation of any law, rules, regulations, codes, statutes, ordinances, orders of government or quasi-government authorities. Notwithstanding the foregoing, Lyoness reserves the right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of action that may be brought against them under this sub-clause.

18.3. The provisions of this Clause 18 will survive the termination or expiry of this Agreement.

19. Member’s Right to Terminate Membership

19.1. A Member has entered into this Agreement of his own free will and may terminate this Agreement at any time, without penalty, by giving written termination notice to Lyoness in accordance with Clause 23 of this Agreement.

19.2. In the event of such notice being given:
19.2.1. the Member will receive an email confirming the termination and the Member will cease to be a Member upon such communication;
19.2.2. the Member will not be eligible for any Member Benefits on future Purchases, upon termination;
19.2.3. the provisions of the Clause 24 dealing with termination will apply and;
19.2.4. Notwithstanding Clauses 22.1 and 22.2, the Member is entitled only to Member Benefits, if any, applicable at the time when the Agreement was terminated. Further, Member Benefits accruing in the form only of Cashback from Purchases already made will be credited. All accumulated Shopping Points will be forfeited on termination of the Agreement. However, should the Member terminate the Agreement due to a material breach by Lyoness, the Member will be able to redeem any Shopping Points as described in Clause 11 within a period of eight weeks following termination .

20. Lyoness’ Right to Terminate Membership of a Member

20.1. Without prejudice to any other rights or remedies that Lyoness may have, Lyoness may terminate this Agreement immediately for good cause, or with notice of 30 (thirty) days for no cause, at any time without liability to a Member, on giving written termination notice to the Member. Instances of good cause include, if the Member:
20.1.1 objects to any changes made to the GTCs by Lyoness, in furtherance of Clause 1.2 of these GTCs;
20.1.2 commits a breach of any of the terms of these GTCs;
20.1.3 violates any legal provisions, Third Party rights or violates, endangers, infringes upon a legitimate interest of Lyoness etc. Any such notice will be in accordance with Clause 23 of this Agreement.

20.2. In addition and without prejudice to the right of Lyoness to terminate this Agreement in accordance with clause 20.1 above or otherwise, Lyoness may by notice require a Member in breach of Agreement to rectify such breach within fourteen days of such notice and if he fails to do so, Lyoness will have the right to terminate the Agreement with immediate effect, by notice in accordance with clause 20.1, above.

20.3. In the event that Lyoness terminates the Agreement in accordance with clause 20.1:
20.3.1 the Member will cease to be a Member with immediate effect;
20.3.2. the provisions of Clause 22 dealing with termination will apply and
20.3.3. Lyoness will not be liable to any Member for any indirect or consequential loss or damage or expense of any kind, arising out of termination.

21. Change or Termination of the Lyoness Loyalty Programme by Lyoness

21.1. Membership, registration, eligibility and Member Benefits are all subject to the GTCs and applicable laws and regulations in India at any time. Lyoness may change, add to, modify or withdraw any terms and conditions or Member Benefit.

21.2. Lyoness may withdraw, suspend or terminate the Lyoness Loyalty Programme at any time for good cause, such as in the case of the Lyoness Loyalty Programme no longer being commercially viable for Lyoness or due to any change in the applicable laws and regulations in India or any other good cause. Lyoness shall use its reasonable endeavours to give at least 30 (thirty) days’ notice to Members, in accordance with Clause 23 of this Agreement. At the end of the notice period, each Member acknowledges that his right to participate in the Lyoness Loyalty Programme including the Member Benefits will cease.

21.3. Lyoness will not be liable to any Member for any indirect or consequential loss or damage or expense of any kind, arising out of termination of the Lyoness Loyalty Programme or refusal to provide Member Benefits.

22. Consequences of Termination by Lyoness

22.1. On termination of the Agreement, a Member is entitled only to Cashback, if any, that was applicable at the time when the Agreement was terminated, i.e. Cashback arising from Purchases already made.

22.2. In case of termination of the Agreement by Lyoness for a good cause, Lyoness reserves the right to allow a Member to redeem his Shopping Points in accordance with Clauses 10 and 11 within a period of eight weeks following termination of the Agreement. Any Shopping Points will otherwise be forfeited upon termination of the Agreement.

22.3. Upon termination:
(a) A Member will not be eligible to any Benefits on future Purchases.
(b) In accordance with the specific Loyalty Merchant’s returns policy a Member may return to the Loyalty Merchant any goods that the Member has pur-chased from the Loyalty Merchant. If appropriate, the price paid for such goods will be refunded by the Loyalty Merchant, as per the Loyalty Mer-chant’s return policy and Lyoness will not be involved in the refund.

23. Notices

23.1. Any notice required to be given under this Agreement will be in writing in English and will be delivered or sent by email to each party required to receive the notice at its address as set out below: (a) if to Lyoness: A-288, 2nd Floor, Defence Colony, New Delhi 110024 or email at member-service@Lyoness.in; (b) if to the Member: to the address/ email address given by the Member at the time of registration in the Lyoness Loyalty Programme or to such other address specified by the Member by notice in writing to Lyoness.

23.2. Any notice will be deemed to have been duly received: (a) if by post, 7 (seven) days after it is sent, or (b) if delivered personally, at the registered address of Lyoness, in case of the Lyoness, or at the address given by the Member at the time of registration or at his latest notified address, in the case of a Member; or (c) if sent by email, twelve (12) hours after it is sent.

23.3 The provisions of this clause will not apply to the service of any process in any legal action or proceedings, in which case any notice, communication or statement relating to this Agreement will be in writing.

24. Severability

24.1. The illegality, invalidity, or unenforceability of any provision of this Agreement will not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and that provision and this Agreement generally will be reformed, construed and enforced so as to most nearly give lawful effect to the intent of the parties as expressed in this Agreement.

25. Governing Law, Jurisdiction and Venue

25.1. This Agreement will be governed by and be interpreted exclusively in accordance with the laws of the Republic of India;

25.2. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, will be referred to and finally resolved exclusively by the courts of Delhi.

26. General Provisions

26.1. The Member may only assign receivables to which he is entitled from Lyoness (or all rights resulting from participation in the Lyoness Loyalty Programme) or to use the same as collateral / security upon prior written consent by Lyoness.

26.2. Participation in the Lyoness Loyalty Programme constitutes merely a contractual relationship and therefore does not establish any other relationship between the Member and Lyoness (including its parents, subsidiaries, sister companies and Affiliates) such as a corporate society, membership of any clubs/societies/associations or “membership” in the sense of being a shareholder / stockholder of Lyoness, its parents, subsidiaries, sister companies and Affiliates.

26.3. Individual agreements always take precedence over these GTCs. All such agreements must be made in writing or confirmed in writing by Lyoness. It is assumed that the parties have not entered into any verbal agreements. Lyoness is further entitled to forward any contractual declarations and information necessary for the execution of the Agreement to the Member by text message or email, provided that the Member has disclosed the relevant contact details and does not object to this.

26.4. Words in the singular will include the plural and vice versa. A reference to one gender will include a reference to other genders.

26.5. Should any provision of these GTCs be completely or partially invalid or unfeasible, the validity of the remaining provisions will not be affected.

26.6. A Member is responsible for all charges, fees, taxes etc. accrued by the Member as a result of receiving Member Benefits. Further, if any income tax or withholding tax is determined to be deducted and deposited on any payments or remittances to the Member, Lyoness will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority.

Appendix 1

Glossary of defined terms

Access Details are the user name and password that the Member enters to access his Personal Member Area.

Affiliate means any company or entity or a person that (i) controls either directly or indirectly a party; or (ii) is controlled directly or indirectly by a party; or (iii) is directly or indirectly controlled by a company or entity that the party directly or indirectly controls. In the case of an individual, the term Affiliate shall be deemed to include a relative as defined in Section 2(77) of the Companies Act, 2013.

Cashback is a Member Benefit of a certain percentage of the value of a Purchase, usually of up to 5% (five per cent) although a higher Cashback rate may be negotiated in some cases. Cashback is paid by Lyoness direct to a Member’s bank account as per these GTCs.

Cashback Card is a plastic or paper card used in the Lyoness Loyalty Programme to record a Member’s Purchase at a Loyalty Merchant. It cannot be used as a means of payment. It is not a stored value card. The Cashback Card is also available in electronic form through the use of the Lyoness mobile app.

General Business Terms and Conditions / GTCs are these General Business Terms and Conditions for Lyoness Members as varied from time to time.

Loyalty Merchant is a legal entity with which Lyoness has entered into a contract for the purpose of creating a Benefit for a Member when he makes a Purchase of goods and/or from services such a Loyalty Merchant.

Lyoness is the Company, its Board of Directors, representatives, administrators, successors-in-title, successors-in-interest, nominees and assigns.

Lyoness Loyalty Programme is a loyalty programme operated by Lyoness that enables a Member to receive Member Benefits when he makes a Purchase at a Loyalty Merchant.

Loyalty Merchant Voucher/Gift Card is a voucher of a Loyalty Merchant, which can be used only for making Purchases in the future /within the validity period at the respective Loyalty Merchant that issued the voucher. The counter value and the validity period of each voucher are shown on the voucher itself. The voucher can only be redeemed for goods and/or services and the Loyalty Merchant is not permitted to exchange the voucher for cash, either in whole or in part.

Lyconet Marketer is a Member, who has accepted the terms of the Lyconet Agreement for independent Lyconet Marketer, and therefore can recommend the Lyoness Loyalty Programme to other persons.

Lyoness Website” is www.Lyoness.com.

“Member” is a natural or juristic person who agrees to participate in the Lyoness Loyalty Programme and has entered into an agreement with Lyoness in accordance with these GTCs, and remains as such until the Agreement has been terminated.

Member Benefit/Benefit is the benefit to which a Member is entitled by making a Purchase at a Loyalty Merchant. Member Benefits comprise of Cashback and Shopping Points, if applicable, and are part of the discount negotiated between Lyoness and a Loyalty Merchant. Member Benefits vary amongst Loyalty Merchants, depending on the market sector in which each trades, and are published on the Loyalty Merchant’s page on the Lyoness Website. Lyoness reserves the right to amend the Member Benefits.

Membership ID is a unique number allocated by Lyoness that serves to identify the Member and is used to record his Purchases.

Online Shop is an online Loyalty Merchant that has entered into a contract with Lyoness to provide Member Benefits when a Member makes a Purchase.

Personal Member Area is a Member’s personal log-in area in the Lyoness Website, provided by Lyoness to enable a Member to view data of his Purchases and the information about the Benefits that have accrued to him so far, under the Lyoness Loyalty Programme.

Privacy Policy Statement means the regulations that govern terms of the use of the Lyoness Website and is available on the Lyoness Website.

Purchase is the acquisition of goods or services from a Loyalty Merchant by a Member, either through its online or offline shop, and that is recorded in the Lyoness Loyalty Programme.

Recommendee is a Member who registers with Lyoness on the recommendation of a Lyconet Marketer or a Loyalty Merchant.

Recommender is a Lyconet Marketer or a Loyalty Merchant who recommends the Lyoness Loyalty Programme to a new Member. Should a Member change his Recommender, the Recommender is the person whom Lyoness has recorded as the Recommender.

Registration Flyer is a marketing material which a Recommender may use for recommending the Lyoness Loyalty Programme to a new Member. Once completed the document must be sent to Lyoness for registration.

Registration Form is the Registration Form on the Lyoness Website to be completed and accepted by a Member upon applying for membership of the Lyoness Loyalty Programme.

Shopping Point is a Member Benefit in the form of points, given by a Merchant on the occurrence of a Purchase that can be accumulated by the Member. A Shopping Point has no fixed monetary value and can be redeemed only for Shopping Point Deals; the redemption value of a Shopping Point is determined by the Loyalty Merchant offering the additional discount. Shopping Points are not a payment product or a stored value card; they cannot be redeemed for cash and there is no payment made by Lyoness to the Loyalty Merchant in lieu thereof.

Shopping Point Deal is an offer made by a Loyalty Merchant to a Member to give additional benefit in exchange for Shopping Points when he makes a Purchase. A Member is able to redeem Shopping Points that he has accumulated and receive additional benefit from a Merchant.

Third Party means any other party other than Lyoness and the Member.

Interpretation: Unless the context of these GTCs otherwise requires:

(a) Any reference to any statue or statutory provision shall include, unless otherwise stated, a reference to: (i) that statutory provision as modified or re-enacted or both, from time to time and (ii) any subordinate legislation made under that statutory provision;
(b) The singular includes the plural and vice versa and words, a particular gender includes every gender and references to persons include incor-porated and unincorporated bodies;
(c) Headings and captions are used for convenience only and shall not affect the interpretation of these GTCs.
* The margin benefits are dependant on the products purchased and the Loyalty Merchant. All here too information on this website is therefore without guarantee.