1 Services (Website: http://www.beneflic.com, Beneflic Corporate (Merchant App and Merchant Portal), and Beneflic App (User Application)) is operated by Beneflic, which is registered in Italy with tax number 04045440122. Its office address is Via Monte Rosa, 21050, Marnate (VA). Beneflic is in the business of marketing and licensing Beneflic Business (Merchant Portal, Merchant Application), which is made available to merchants for the purpose of running discount, promotions, and loyalty programs.

2 Merchant Details include details of merchants (businesses), and User Details include details of users (natural persons).

2.1 Beneflic Business (Merchant App, Merchant Portal) are services made available to merchants to run promotions, discount campaigns and loyalty programs for their customers who are using the Beneflic App.

• In connection with the functionality and operation of corporate services, Beneflic provides merchants with the functionality of online services through which they can run promotions, discount campaigns, and loyalty programs in-store and/or online.
• They are merchants, retailers, or service providers and want to use Beneflic Business in their marketing activities. Beneflic has agreed to provide enterprise services to merchants, and merchants agree to use the free version of Beneflic Business or pay for paid versions of Beneflic Business, subject to these terms.

2.2  Beneflic offers the user application, Beneflic App, to enable users to access promotions, discount campaigns, and loyalty programs published by merchants using Beneflic Business. The Beneflic App is completely free for users.

• Users allow Beneflic to access their locations and send notifications to benefit from merchants’ promotional and discount campaigns and loyalty programs. Beneflic agrees to provide the Beneflic App, and users agree to use the application free of charge, subject to these terms.

1.1 The definitions and explanations in this clause apply to these terms.

• Service(s): Any web and/or mobile application offered by Beneflic to merchants, users, or the public as part of the services. Beneflic services include: Website (www.beneflic.com); Beneflic Business (Merchant Portal and Merchant App) is available to merchants; Beneflic App (User Application) is available to users.
• Working Day: The predetermined day off in the countries served by Beneflic is any day that is not a Saturday or Sunday.
• Merchant: Businesses that have used or are currently using Beneflic Business services.
• User: Users who use Beneflic App. By using the Beneflic App, users can benefit from merchants’ promotions, discount campaigns, and loyalty programs free of charge.
• Merchant Data: Data entered by merchants or Beneflic on behalf of merchants in order to enable merchants to use and/or facilitate the use of Beneflic Business.
• User Data: Data entered by users or Beneflic on behalf of users in order to enable users to use and/or facilitate their use of the Beneflic App.
• Confidential Data: Information defined as confidential data in Article 9 and labeled as confidential data.
• Documentation: All written and visual documents regarding the services made available by Beneflic to merchants or users online through the website, Beneflic Business, or Beneflic App.
• Subscription Date: The date on which merchants or users register through the services to Beneflic from Beneflic services.
• Subscription Term: Begins with the date of subscription and ends with the termination of these terms.
• Upgrade Date: The date when merchants start using one of the Beneflic paid plans by paying to benefit from additional features of Beneflic Business, through the merchant portal or merchant application.
• Upgrade Fees: The fee paid by the merchants to Beneflic for starting to use additional features of Beneflic Business. You can find details on the Beneflic Business page.
• Updates: Any technical advances, changes, methods, and processes that change, improve, or enhance the relevant service(s).
• Merchant Details: Information providing details of Beneflic Business regarding services for merchants.
• User Details: Information providing details of Beneflic App regarding services for users.

2.1 The restrictions and conditions in Section 2 affect merchants only.

2.2 Subject to the restrictions specified in Section 2 of this clause and other provisions of the terms of use, Beneflic grants the merchant the right to use the services and documentation exclusively for business operations during the subscription period. This right is granted as a non-exclusive and non-transferable right.

2.3 The merchant undertakes that only it and its employees can access and use the services.

2.4 During the use of the services, merchants agree that they will not attempt to access, store, distribute, or transmit any malicious software or any material, such as:

• is unlawful, harmful, threatening, defamatory, obscene, infringing, and/or harassing or ethnically offensive;
• facilitates illegal activity;
• depicts sexually explicit images;
• promotes unlawful violence;
• discriminates on the basis of race, gender, color, religious belief, sexual orientation, disability; or
• causes damage or injury to any person or property.

Beneflic reserves the right to block the merchant’s access and terminate the subscription period without any liability to the merchant, if the merchant violates the provisions of this clause.

2.5 It is absolutely not appropriate for the merchant to do the items detailed below:

• Unless permitted by an agreement between the parties:
  • attempt to copy, modify, reproduce, create derivative works from, republish, transmit or distribute all or any part of the Software and/or documentation in any form or medium or by any means; or
  • attempt to decompile, disassemble, reverse engineer or otherwise reduce all or any portion of the Software to a human-perceivable form; or
• access all or any part of the services and documentation for the purpose of creating a product or service that competes with the services and/or documentation; or
• use (license, sell, rent, lease, transfer, distribute, display, disclose or otherwise share) the services and/or documentation to provide services to third parties other than its own customers; or
• attempt or assist third parties to access the services and/or documentation, except as set out in this clause 2.

2.6 The merchant agrees to comply with the clauses detailed below:

• Comply with all reasonable instructions of Beneflic from time to time, including without limitation, in connection with the use and marketing of the services;
• Comply with the documentation;
• Use reasonable efforts to ensure that all merchant and user data is up-to-date and accurate at all times;
• Not to engage in any conduct that, in Beneflic’s reasonable opinion, would be detrimental to Beneflic’s business and/or goodwill; and
• Use all reasonable efforts to prevent unauthorized access to or use of the services and/or documentation, and notify Beneflic immediately in the event of such unauthorized access or use.

2.7 The rights provided in Section 2 are granted solely to the merchant and are not deemed to be granted to any subsidiary or holding company of the merchant.

3.1 Beneflic will endeavor to provide services within these conditions using reasonable efforts. However, Beneflic has the right to change, suspend or discontinue all or part of the services at any time, without giving any reason.

The merchant acknowledges that from time to time it may encounter technical interruptions, errors, or other problems in the operation of the services and may not be able to continue its transactions. Beneflic will not be liable to the vendor or any other party for any interruptions, errors, problems, or complete cessation of services. Beneflic has no obligation to produce and/or release new versions of the services.

3.2  Subject at all times to Clause 3.1, Beneflic will use reasonable efforts to ensure that the services are operational and available 24 hours a day, 7 days a week, except that:

• Migration, release, and planned maintenance by Beneflic with prior notice; and
• Services unavailability or delays resulting from circumstances beyond Beneflic’s control, including, but not limited to, acts of God, government actions, flood, fire, earthquake, civil unrest, acts of terrorism, strikes or other labor troubles or internet service provider malfunctions.

3.3 Where email marketing is included as part of the services, the fair use policy applies. However, Beneflic reserves the right to limit the email marketing traffic generated by the merchant if it creates costs that would make the email service not commercially profitable for Beneflic.

3.4 Beneflic does not guarantee the delivery of emails to users of the Beneflic App, as emails may be rejected for reasons beyond Beneflic’s control and collected in different folders by the receiving application. Beneflic accepts no liability for damages related to emails not delivered to Beneflic App users.

4.1 Beneflic processes merchant and user data in fulfilling its obligations under these terms. In providing services, Beneflic will comply with the Privacy and Cookie Policy (as amended from time to time by Beneflic in its sole discretion) regarding the privacy and security of merchant and user data. Beneflic may use merchant and user data for sales, marketing, and statistical purposes.

4.2  The parties shall fulfill all their obligations under the General Data Protection Regulation (GDPR). The merchant warrants that it is fully compliant with GDPR and will remain compliant for the duration of the subscription.

4.3 Merchants and users have the right to transfer their personal data to Beneflic, so that Beneflic can use, process, and transfer personal data on behalf of merchants and users in accordance with these conditions and lawfully.

4.4 The merchant shall ensure that the relevant third parties are informed and consent to this use, processing, and transfer, which is required in accordance with the applicable data protection legislation, and shall also inform Beneflic.

4.5 Each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing or accidental loss, destruction, or damage of personal data.

5.1 Beneflic:

• It does not warrant that the use of the services will be uninterrupted or error-free, nor that the documentation of the services and/or the information obtained by the merchant through the services will meet the merchant’s requirements;
• is not responsible for any delays, delivery failures or other loss or damage arising during the transmission of data. The merchant acknowledges that communications networks and installations, including internet providers, may be subject to limitations, delays, and other problems when using the services and/or documentation.

5.2 These conditions do not prevent Beneflic from developing, creating, using, selling, and/or licensing new services, documentation, and services based on the experience it will gain and/or by entering into agreements with third parties.

6.1 MERCHANT OBLIGATIONS

The merchant agrees to comply with the items detailed below:

• To comply with all applicable laws and regulations in relation to its activities under these terms;
• To use the services, and documentation in accordance with these terms, ensure that its employees use them in accordance with these terms and assume all liability for any knowing and/or unknowing breach of these terms;
• To ensure that the internet network and systems it uses comply with the relevant technical specifications provided by Beneflic
• Be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Beneflic’s data centres, and all problems, conditions, delays, delivery failures, and all other loss or damage arising from or relating to the merchant’s network connections or telecommunications links or caused by the internet.

6.2 USER OBLIGATIONS

The user agrees to comply with the items detailed below:

• To comply with all applicable laws and regulations in relation to its activities under these terms;
• To use the services, services and documentation in accordance with these conditions, ensure the necessary security for their use and assume all liability for any knowing and/or unknowing breach of these conditions;
• To adapt the internet network and systems it uses to the relevant technical specifications in order to benefit from Beneflic comprehensively;
• Users acknowledge that Beneflic is not responsible for any problems, delays, delivery failures or any other loss or damage arising from or related to network or telecommunications connections or the internet.

7.1 The merchant shall pay the upgrade fees to Beneflic in accordance with clause 7 and the merchant details.

7.2 Subject to the details in the Merchant Details section, upgrade fees may be paid in advance on a monthly or annual basis in accordance with the details set out on the Beneflic Business page on the date of each month/year corresponding to the date of the month in which the service commences.

7.3 If Beneflic does not receive payment within 15 days from the due date, it has the right to convert the merchant’s account to the Announce (free) version without any liability. Beneflic has the right not to upgrade the merchant’s account, even if the merchant requests it, before the relevant invoice(s) are paid. 

7.4 All amounts and fees stated or referred to in these conditions:

• Non-cancellable and non-refundable; and
• Excludes value-added tax or other applicable sales taxes. These taxes are added to the merchant’s invoice according to the taxation and tax amounts applied by the countries in which Beneflic serves.

7.5 Beneflic does not expect any payment from users. Users use the Beneflic App for free.  

Merchant acknowledges that Beneflic owns all intellectual property rights to the services and documentation. Except as expressly stated herein, these terms do not give the merchant any rights in patents, registered or unregistered copyrights, database rights, trade secrets, trading names, trademarks, or any other rights or licenses relating to the services or documentation.

9.1 Parties may access the other party’s confidential data in order to fulfill their obligations under these terms. The confidential data of a party does not include the following situations:

• The Information has become publicly known otherwise than through any act or omission of Beneflic;
• The information already exists at a time when Beneflic lawfully possesses it;
• If the data has been disclosed by a third party(ies) and there are no restrictions on the use of the disclosed data,
• If the data was developed independently by Beneflic and if this independent development can be demonstrated by written evidence,
• The data has been disclosed lawfully by an order of a competent court or by a regulatory or administrative body.

9.2 Each party will keep the other party’s confidential data confidential and will not disclose the other party’s confidential data to any third party without a legal obligation. The other party’s confidential data will not be used for any purpose other than enforcing these terms. Each party will take all reasonable steps to ensure that the other party’s confidential data to which it has access is not disclosed or distributed by its employees or agents in contravention of the provisions of these terms.

9.3 Neither party will be liable for any loss, destruction, alteration, or disclosure of confidential data caused by a third party.

9.4 The merchant acknowledges that the services and details of the services, and the results of any performance tests, are confidential data of Beneflic. Beneflic considers merchant and user data to be confidential data.

9.5 Within the scope of these terms, Section 9 shall continue to apply regardless of the termination of the relationship between the parties.

10.1 Merchant shall defend, indemnify, and hold Beneflic harmless from and against claims, actions, proceedings, losses, damages, costs and expenses (including but not limited to court costs and reasonable attorneys’ fees) as detailed below:

• Arising from Merchant’s use of services and/or documentation; and/or
• Resulting from Merchant’s breach of these terms; and/or
• Resulting from claims against Beneflic arising from the acts or omissions of the merchant and/or including the merchant providing inaccurate or outdated information for the service or failure to provide any information at all.

10.2 Beneflic shall, subject to clause 10.5, defend the merchant and its employees against any claim that the services or documentation infringe any patent effective as of the effective date, copyright, trade mark, database right, or right of confidentiality, and shall indemnify the merchant for any amounts awarded against the merchant in judgment or settlement of such claims, provided that:

• Promptly notify Beneflic of any such request;
• Merchant shall provide Beneflic with reasonable cooperation in the defense and settlement;
• Beneflic has sole authority to defend or terminate the claim.

10.3 During the defense or settlement of the claim, Beneflic reserves the right to suspend the merchant’s right to continue using the services or to modify or position the services differently in order to make them non-infringing. If the implemented changes do not reasonably produce results, Beneflic has the right to terminate the services with 2 business days’ notice, without demanding any additional liability or liability to pay additional costs to the merchant.

10.4 In any event, Beneflic, its employees, agents and subcontractors will not be liable to the merchant if the alleged breach is based on:

• Modification of the services or documentation by anyone other than Beneflic; or,
• Merchant uses the services or documentation contrary to the instructions given by Beneflic; or,
• Merchant’s use of the services or documentation after notification of alleged or actual infringement from Beneflic or any appropriate authority.

10.5 The foregoing expresses the merchant’s sole and exclusive rights and remedies, as well as the entire liability of Beneflic (including Beneflic’s employees, agents, and subcontractors) for any infringement of any patent, copyright, trademark, database right, or right of privacy, and indicates responsibility.

11.1 Clause 11 sets out the scope of Beneflic’s financial liability to the merchant (including liability for acts or omissions of its employees, agents and subcontractors):

• Any breach of the terms;
• The merchant’s use of the services and documentation or any part thereof; and any representation, tortious act, or omission arising under these terms.

11.2 Except as expressly and specifically stated in these terms,

• The merchant assumes sole responsibility for the conclusions drawn from the use of the services and documentation. Beneflic shall not be liable for any damages arising from errors or omissions in the information provided to Beneflic by the merchant regarding the services.
• All warranties, representations, conditions and other terms of any kind whatsoever implied by statute or common law are excluded from these conditions to the fullest extent permitted by applicable law; and
• Services and documentation are provided to merchants on an “as is” basis.

11.3 Subject to clause 11.2:

• Beneflic shall not be liable for any losses arising under these terms (including negligence or breach of statutory duty), whether in contract, misrepresentation, restitution or otherwise, including loss of profits, business, goodwill, and/or similar losses or loss or corruption of data or information; or shall not be liable for pure economic loss or any special, indirect or consequential losses, costs, damages, charges or expenses; and
• Beneflic’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise, arising in connection with the performance or contemplated performance of these terms shall be limited to the total subscription fees paid for the merchant subscriptions during the 12 months immediately preceding the date on which the claim arose.

12.1 These terms begin on the date of subscription and continue in perpetuity until (subject to clause 12.2) either party cancels them at any time, unless terminated as set out in these terms. The merchant and the user have the right to cancel the services at any time after the subscription date.

12.2 If these terms are terminated by the merchant for any reason, the merchant will not be entitled to a refund of any upgrade fees previously paid.

12.3 If these terms terminate for any reason:

• All licenses and usage rights granted under these terms will terminate at the end of the paid subscription period for merchants; for users, it will end immediately.
• Each party will return and discontinue use of the equipment, goods, documentation, and other items (and all copies thereof) that are the property of the other party.
• Merchant will be allowed to record user and transaction data within 30 days, after which period Beneflic will destroy or dispose of merchant data in its possession in any manner it deems appropriate.
• The accumulated rights of the parties at the date of termination or provisions which expressly continue after termination or are deemed to continue after termination shall not be affected.

13.1 If Beneflic is prevented or delayed from performing its obligations under these conditions or carrying on its business by acts, events, omissions, or accidents beyond its reasonable control, it shall not have any liability to the merchants under these conditions as a result. However, Beneflic will notify the merchant of the expected resolution time. These situations include: strike, lockout or other industrial dispute (whether involving Beneflic’s workforce or workers of another party), failure of service, transportation or telecommunications network, act of God, war, riot, civil unrest, malicious damage , compliance with any law or governmental order, rule, regulation or order, accident, plant or machinery failure, fire, flood, storm or default by suppliers or subcontractors.

13.2 Any waiver of any right under these terms is only effective if made in writing and covers only the party to whom the waiver is made and the terms on which the waiver is granted.

13.3 Unless a specific provision provides otherwise, the rights arising under these conditions are complementary and do not exclude rights provided by law.

13.4 If any provision (or part of a provision) of these terms is found to be invalid, unenforceable, or illegal by a court of competent jurisdiction, the other provisions will continue in force. If any invalid, unenforceable, or illegal provision would be enforceable or legal by modifying part of it, the provision shall be enforced with any modifications necessary to achieve the business intent of the parties.

13.5  These terms and any documents referred to in them constitute the agreement between the parties and supersede any previous arrangement, agreement, or contract between them in relation to the subject matter they cover. The parties acknowledge and agree that the agreement between them is not based on any commitment, promise, assurance, statement, representation, or guarantee of any person and that these are only expressly detailed and declared in these conditions.

13.6 The merchant shall not be entitled to transfer, assign, subcontract, or otherwise deal with any of Beneflic’s rights or obligations under these conditions without the prior written consent of Beneflic. Beneflic has the right to transfer, assign, subcontract, or otherwise deal with any of its rights or obligations under these terms at any time.

13.7 Nothing in these terms is intended to create a partnership between the parties, nor does it authorize the merchant to act as Beneflic’s agent. The merchant is not authorized to represent Beneflic by name or act on Beneflic’s behalf in any way (including, without limitation, making any representation or warranty, assuming any obligation or liability, or exercising any right or power).

13.8 Any notice required to be given under these Terms must be in writing and sent to Beneflic by email: hello@beneflic.com. For the merchant and the user, it is sent to the e-mail address where the merchant and the user registered with Beneflic. A notice transmitted by e-mail is deemed to have been received at the time of transmission.

13.9 These terms and any dispute or claim related to them are governed and interpreted by the law of the Republic of Turkey. The parties expressly submit to the exclusive jurisdiction of the courts of Turkey to resolve any dispute or claim relating to these terms or their subject matter or formation.

14.1 The merchant may only use the services for legitimate promotional and loyalty transactions with its customer base. Beneflic is not responsible for the products or services that the merchant promotes or sells using the services, or that users purchase using the services. The merchant acknowledges that it is solely responsible for the nature and quality of the products or services it provides, delivery, support, returns and any other ancillary services it provides to its customer base.

14.2 Beneflic provides the merchant with services to show discounts to its customers within the framework of promotions and loyalty programs. However, Beneflic has no way of knowing the accuracy or completeness of any sale, order or other transaction. The merchant is solely responsible for any losses resulting from incorrect or fraudulent transactions (knowingly and/or unknowingly) using the services.

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