Smartie Super App Terms and Conditions

1. About the Smartie Super App

1.1 Please read these Terms and Conditions carefully. By using the Service (as defined below) you agree that you have read and understood the terms in these Terms and Conditions which are applicable to you. These Terms and Conditions and the Smartie Policies (as defined below) constitute a legally binding agreement (“Agreement”) between you and Smartie (as defined below). The Agreement applies to your use of the Service/s provided by Smartie. If you do not agree to the Terms and Conditions please do not use or continue using the Platform (as defined below) or Service/s.

1.2 Smartie may amend the terms in this Agreement at any time. Such amendments shall be effective once they are posted on http://www.Smartie.com or in the Smartie Super App. It is your responsibility to review the Terms and Conditions and Smartie Policies regularly. Your continued use of the Service/s after any such amendments whether or not reviewed by you shall constitute your agreement to be bound by such amendments.

1.3 SMARTIE GROUP LIMITED IS A “FINANCIAL TECHNOLOGY COMPANY” WHICH PROVIDES A PAYMENT PLATFORM FOR USERS TO OBTAIN OR PROCURE GOODS AND SERVICES. DEPENDING ON THE GOODS OR SERVICES IN QUESTION THE GOODS OR SERVICES MAY BE SUPPLIED BY SMARTIE OR A PARTNER OR A THIRD PARTY. WHERE THE GOODS/SERVICES ARE PROVIDED BY A PARTNER OR A THIRD PARTY SMARTIE’S ROLE IS MERELY TO LINK THE USER WITH SUCH PARTNERS OR THIRD PARTY’S. SMARTIE IS NOT RESPONSIBLE FOR THE ACTS AND/OR OMISSIONS OF ANY PARTNER OR THIRD PARTY’S. PARTNERS OR THIRD PARTY’S SHALL BEAR ALL LIABILITY IN RELATION TO SUCH GOODS/SERVICES. PARTNERS OR THIRD PARTY’S ARE NOT AND SHALL NOT HOLD THEMSELVES OUT TO BE AN AGENT EMPLOYEE OR STAFF OF SMARTIE AND THE SOLUTIONS PROVIDED BY PARTNERS OR THIRD PARTY’S SHALL NOT BE DEEMED TO BE PROVIDED BY SMARTIE.

2. Definitions

In these Terms and Conditions the following words shall have the meanings ascribed below:

2.1 “Super App” means the relevant mobile application(s) made available for download by Smartie to Users and Partners respectively;

2.2 “User” means any end-user who accesses or uses the Platform to search for and obtain the Solutions including SmartPay Merchants;

2.3 “User Charges” means charges incurred by Users for the solutions obtained through the use of the Service/s including any applicable tolls taxes and any other fees or charges that may be due for a particular use of the Service/s or Solution/s;

2.4 “Smartie” “we” or "us" means:

• 2.4.1 SmartPay SmartStay SmartTours SmartRide SmartFood and any other Smart ”Service or Product” released;
• 2.4.2 any relevant subsidiary affiliate associated company or entity owned or controlled by Smartie Group Limited.

2.5 “Smartie Policies” means the following:

• 2.5.1 the Privacy Policy;
• 2.5.2 all other forms policies notices guidelines frequently asked questions (FAQs) in-app or website product/service descriptions and information cards or agreements provided to or entered into by you from time to time;

2.6 “Partner” means the independent third parties (who are not Smartie) who provide the relevant Solutions to Users through the Service/s including (a) driver-partners delivery-partners (b) our merchant-partners and (c) any other relevant goods and services providers;

2.7 “Personal Data” is any information which can be used to identify you or from which you are identifiable. This includes but is not limited to your name nationality telephone number bank and credit card details personal interests residential address email address your image government-issued identification numbers biometric data race date of birth marital status religion health information vehicle and insurance information etc;

2.8 “Platform” means the Smartie Super App Software and any other platform portal or website which Smartie owns operates or otherwise makes available to Users and/or Partners for the purposes of or in connection with the Service/s and/or Solution/s provided;

2.9 “Platform Content” means any content as made available on the Platform or any part thereof;

2.10 “Privacy Policy” means our Privacy Policy accessible at: https://www.Smartie.com/privacy-policy/ as amended from time to time;

2.11 “Rectification Measure” has the meaning ascribed to it in Clause 29.2;

2.12 “Service” means the linking of Users to Partners or other Users to facilitate the Solutions;

2.13 “Software” means any software in connection with the Smartie Super App Service and/or Solutions which is made available by Smartie;

2.14 “Solutions” means the payment transactions transportation logistics food and beverage groceries and/or any other products and services which are made available to Users through the following offerings:

• 2.14.1 SmartPay;
• 2.14.2 SmartStay;
• 2.14.3 SmartTours;
• 2.14.4 SmartFood;
• 2.14.5 SmartRide;
• 2.14.6 Any such other offerings which Smartie may make available from time to time;

2.15 “you” refers to the Partner and/or User as may be applicable.

3. Representations Warranties and Undertakings

3.1 By using the Service and/or Platform you represent warrant and undertake that:

• 3.1.1 You have legal capacity to enter into the Agreement and that you are at least eighteen (18) years old.
• 3.1.2 You will provide true accurate not misleading current and complete information as required for the Service and undertake the responsibility to maintain and update your information in a timely manner to keep it true accurate not misleading current and complete at all times during the term of the Agreement. You agree that Smartie may rely on your information as true accurate not misleading current and complete. You acknowledge that if your information is untrue inaccurate misleading not current or incomplete in any respect Smartie has the right but not the obligation to terminate this Agreement and your use of the Service at any time with or without notice;
• 3.1.3 You will provide us with whatever proof of identity or any other documents permits licenses or approvals which we may reasonably request or require;
• 3.1.4 You will only use an access point or account which you are authorised by Smartie to use;
• 3.1.5 You acknowledge and agree that only one (1) User &/or one (1) Merchant account can be registered on one device except as otherwise permitted by Smartie;
• 3.1.6 You will keep your account password or any other personal identification number or name we provide you which allows access to the Service secure and confidential;
• 3.1.7 You will not authorise others to use your identity or user status and you may not assign or otherwise transfer your user account to any other person or entity;
• 3.1.8 You agree to notify us immediately of any unauthorised use of your account or any other breach of security;
• 3.1.9 When using the Service/Platform you agree to comply with all laws applicable to you and/or your use of the Service/Platform;
• 3.1.10 You will only use the Platform and Service for their intended and lawful purposes;
• 3.1.11 You will not try to interrupt impair or harm the Service and/or Platform in any way and shall refrain from:
• (a) sending spam or otherwise duplicative or unsolicited messages;
• (b) sending or storing infringing obscene threatening libelous or otherwise unlawful or tortious material including but not limited to materials harmful to children or violative of third-party privacy rights;
• (c) sending material containing software viruses worms trojan horses or other harmful computer code files scripts agents or programs;
• (d) interfering with or disrupt the integrity or performance of the Platform or the data contained therein;
• (e) attempting to gain unauthorised access to the Platform or its related software systems or networks;
• (f) impersonating any person or entity or otherwise misrepresent your affiliation with a person or entity;
• (g) engaging in any conduct that could possibly damage our reputation or amount to being disreputable;
• (h) circumventing the proper operation of the Platform and network which the Service operates on; and
• (i) using any manual or automated program or script including but not limited to web spiders web crawlers web robots web ants web indexers bots viruses or worms or any program which may make multiple server requests per second to unduly burden or hinder the operation and/or performance of the Platform or to circumvent the navigational structure or presentation of the Platform or its content;
• 3.1.12 You will not attempt to commercially exploit any part of the Platform without our permission. For the avoidance of doubt you are not permitted to modify or make derivative works based on the Platform its content or any part thereof in any way or copy reproduce publicly display distribute or otherwise use or communicate them for any public or commercial purpose save where specifically permitted in writing by Smartie. This includes without limitation not to:
• (a) create or compile directly or indirectly any collection compilation or other directory from any content displayed on the Platform except for your personal non-commercial use;
• (b) copy any content displayed through the Platform or “mirror” the Platform or any parts thereof on any other server or wireless or internet-based device including reproducing any third-party product content and reviews for republication in any format or media; or navigational structure or presentation of the Platform or its content elsewhere;
• (c) conduct data mining or scraping activities unless an exception applies under applicable law; and
• (d) disassemble decompile reverse engineer decrypt or attempt to derive and code or extract software from the Platform or any software or services made available on or through the Platform;
• 3.1.13 You will not utilise modified devices or applications with the intent of evading detections or facilitating any activities intended to defraud Smartie or to disrupt the natural functions of the Platform;
• 3.1.14 You will not use the Platform for sending or storing any unlawful material or for fraudulent purposes;
• 3.1.15 You will not use the Platform to cause nuisance or behave in an inappropriate or disrespectful manner towards Smartie or any third party;
• 3.1.16 You agree that the Service is provided on a reasonable effort basis;
• 3.1.17 You agree that your use of the Service will be subject to the Smartie Policies as may be amended from time to time;
• 3.1.18 You agree to assist Smartie with any internal or external investigations as may be required by Smartie in complying with any prevailing laws or regulations in place;
• 3.1.19 You provide us the phone numbers of Smartie users and other contacts in your mobile phone address book on a regular basis. You confirm that you are authorised to provide us with such numbers to enhance the Service/Platform for your use or such other purpose as we may communicate to you before or at the point of provision;
• 3.1.20 You are aware that when requesting Solutions by SMS or by using the Service or accessing the Platform standard telecommunication charges will apply;
• 3.1.21 You agree that Smartie may based on its sole discretion consider an account to be dormant if there has been no transactions made by you on your user account for a period of six (6) months from the last date of transaction and deactivate or restrict access to your user account; and
• 3.1.22 You agree to assume full responsibility and liability for any penalties incurred and for any loss or damage suffered by yourself Smartie or any other party as a result of your breach of this Agreement.

3.2 If you are a Partner you further represent warrant and undertake that:

• 3.2.1.You possess all the appropriate licenses approvals permits consents authority and mandatory insurance policies related to or in connection with your provision of the Solution/s in the jurisdiction in which you use the Service;
• 3.2.2 If applicable you own or have the legal right and authority to operate and you have all appropriate licences and approvals in respect of any vehicle equipment premises or any other matter or thing which is involved or used in the course of your provision of the Solution/s;
• 3.2.3 If applicable you have a valid policy/ies of liability insurance (in industry-standard coverage amounts) in connection with your provision of the Solution/s;
• 3.2.4 You shall be solely responsible for any and all claims judgments and liabilities resulting from any accident loss or damage including but not limited to personal injuries death total loss and property damage which is due to or is alleged to be a result of the Solution/s provided by you;
• 3.2.5 You shall obey all local laws and regulations related to your provision of the Solution/s and will be solely responsible for any violations of such local laws or regulations;
• 3.2.6 You shall not contact Users for purposes other than in connection with the Service;
• 3.2.7 You shall not reverse look-up trace or seek to trace any information on any other User of or visitor to the Platform or any Users including without limitation any User account not owned by you to its source or exploit the Platform or any service or information made available or offered by or through the Platform in any way where the purpose is to reveal any information including but shall not be limited to personal identification information other than your own information as provided for by the Platform;
• 3.2.8 You are aware that when responding to Users standard telecommunication charges may apply which shall be solely borne by you;
• 3.2.9 If you are required to and do sign up for an account on behalf of your employer or organisation your employer or organisation shall be the owner of the account and you represent and warrant that you have the authority to bind your employer or organisation to the Agreement;
• 3.2.10 You agree that you are forbidden from giving out coupons and suggesting any other form of discounts to the Users. You are strictly forbidden to use the Service and Platform for other purposes such as but not limited to data mining of Smartie’s information or information related to the Platform or the Service unless an exception applies under applicable law. A breach hereof constitutes a grave offence and may be treated as industrial espionage or sabotage and Smartie reserves the right to take such action as may be appropriate or permitted under the law against you and/or any person whether natural or artificial directing or instructing you in the event you use the Service/Platform other than for the purpose for which it is intended to be used; and
• 3.2.11 Without prejudice to any other provisions information which you have submitted to us for your registration as a Partner on the Platform which may include your personal data as described in the Privacy Policy may be linked to the account on the Platform or otherwise be temporarily displayed in the course of the Services on the Platform. You hereby give your consent to such use of information for the purposes of the Solutions and to facilitate your use of the Platform. Your use of the Platform or any part thereof may be monitored by us or a third party service provider to provide you with information on your business and account as well as better services. You further agree that any personal data you receive via the Platform or otherwise in connection with the Solutions shall only be used for the direct and specific purpose for which you are originally provided the personal data and such personal data shall be deleted or anonymised once the personal data is no longer required to be retained for the said purpose. For the avoidance of doubt when you are provided with personal data of a User via the Platform for the purposes of obtaining prior confirmation to amend an order placed you shall only use the personal data provided for that sole purpose and remove it as soon as you no longer need the data for that purpose.

3.3 If you are a User you further represent warrant and undertake that:

• 3.3.1 Where applicable you agree to indicate the accurate number of passenger(s) when requesting for the SmartRide Service.
• 3.3.2 You further acknowledge and agree that if the information on the number of passengers is untrue or inaccurate the Partner is entitled to cancel your booking and you may be charged a Cancellation Fee as per the Cancellation Policy on Smartie’s website;
• 3.3.3 You shall not contact the Partner for purposes other than the Service applicable; and
• 3.3.4 You shall not intentionally or unintentionally cause or attempt to cause damage to the Partner or any property of the Partner.

4. Compatibility

Different models or versions of routers browsers and devices may have firmware or settings that are not compatible with the Platform or part/s thereof. While we continuously develop the Platform and in order to as far as possible support all commonly used devices and models in markets and all browsers where the Platform is likely to be accessed from we do not warrant or guarantee compatibility of the Platform with specific mobile devices or other hardware.

5. License Grant and Restrictions

5.1 Smartie and its licensors where applicable grant you a revocable non-exclusive non- transferable limited license to use and access the Platform to use the Service subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Smartie and its licensors.

5.2 You shall not:

• 5.2.1 post distribute or reproduce in any way any copyrighted material trademarks or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; or
• 5.2.2 remove any copyright trademark or other proprietary rights notices contained on the Platform.

6. Payments

6.1 Payment Terms for Partners (SmartRide - Driver-partners/Delivery-partners)

• 6.1.1 Smartie charges a fee for your use of the Service (“Service Fee”). The Service Fee will be determined and set from time to time and the exact amount of the fee will be communicated to the Partner subsequently and may be changed from time to time. If the Partner does not accept the given fee value to be applied then it will be considered that this Agreement has not been accepted or that the Agreement has therefore been terminated. The Service Fees are payable by you immediately and are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate your access to the Platform our decision to terminate or suspend your access to the Platform disruption caused to the Service whether planned accidental or intentional or any reason whatsoever.
• 6.1.2 YOU ACKNOWLEDGE AND CONFIRM THAT SMARTIE MAY ADMINISTER AND ACT AS YOUR COLLECTION AGENT TO COLLECT THE TOTAL AMOUNT OF USER CHARGES DUE TO YOU IN RESPECT OF YOUR PROVISION OF THE SOLUTION.
• 6.1.3 Smartie retains the right to suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent illegal or involves any criminal activity or where you and/or the User have breached any of the Terms in this Agreement. In such an event you shall not hold Smartie liable for any withholding of delay in suspension forfeiture or cancellation of any payment/s to you.
• 6.1.4 Smartie may at its sole discretion make promotional offers with different features and different rates on the Solutions to any of the Users whereby these promotional offers shall accordingly be honoured by you. Smartie may change the Service Fee at any time at its sole discretion.
• 6.1.5 Driver’s Cash Balance: Smartie shall administer payments to you and from you by way of a wallet system (the “Driver’s Cash Balance“). Your earnings will be displayed in the Driver’s Cash Balance in the Super App and may be withdrawn by you to your designated bank account or where available to your Drivers SmartPay Wallet or to such other recipient accounts as are made available in the Super App. Smartie reserves the right to make such deductions from the Driver’s Cash Balance as are provided for in these Terms and Conditions as are authorised by you or as are notified to you via the Super App.
• 6.1.6 Driver’s Credit Balance: In addition to your Driver’s Cash Balance you must also maintain with Smartie a Driver’s Credit Balance. The Driver’s Credit Balance comprises a pre-payment to Smartie by you of commissions and other fees and charges applicable under these Terms and Conditions. You must at all times maintain a minimum credit balance (“Minimum Balance”) in your Driver’s Credit Balance in order for you to use the Service. The amount of such Minimum Balance shall be prescribed by Smartie and shall be notified to you via the Super App. It may be changed at any time at Smartie’s sole discretion.
• 6.1.7 You may add funds (“Credits”) to your Driver’s Credit Balance to fulfill the Minimum Balance requirement. The maximum balance you may hold in the Driver’s Cash Balance at any time will be determined by Us in a later communication with you. Balance may be added in any manner prescribed by Smartie from time to time (such as cash reload and credit/debit card payments or transfer from your Driver Cash Balance).
• 6.1.8 Funds in the Driver’s Credit Balance are not redeemable for cash and cannot be refunded back to the driver-partner before the driver-partner ends his engagement with Smartie as a driver-partner. They cannot be resold exchanged or transferred for value under any circumstances. The funds shall not be regarded construed or used as valuable or exchangeable instruments under any circumstances. You will not receive interest or other earnings on your Credits. Smartie may receive interest on amounts that Smartie holds on your behalf. You agree to assign your rights to Smartie for any interest derived from your Credits.
• 6.1.9 Driver’s SmartPay Wallet: Where available driver-partners will be provided with a SmartPay stored value facility wallet. This wallet may be used to receive funds withdrawn from the Driver’s Cash Balance pursuant to Clause 6.1.4 above as well as make payments remittances and transfers of funds to other Users. Usage of your Driver’s SmartPay Wallet will be governed by the SmartPay Terms and Conditions accessible via the https://www.Smartie.com/terms/ website.

6.2 Payment Terms for Users:

• 6.2.1 Users are required to make full payment of the User Charges for all services offered in the Super App by the method selected at the time of booking which may be cash or one of the automated payment methods available to you on the Super App. Any payment pursuant to such selection is non-refundable and irrevocable.
• 6.2.2 Automated payment may be made by credit card and or debit card by SmartPay alternative e-Wallets or by any other such methods as are made available in the Super App. The terms of these non-cash payments made by you through the Super App will be governed by the SmartPay Terms and Conditions accessible via the https://www.Smartie.com/terms/ website.
• 6.2.3 If the tipping feature is available you may have the option to pre-set a default “tip” amount of your choosing when you register for the Service. This will automatically be included in the User Charges after the Solution has been provided and given to the Partner unless you choose to change the amount or remove the tip.

6.3 Offline Payment Feature

In the event that the User's mobile phone is offline for any reason the User will be enabled to make the payment by offering the Partner to scan the QR code in the User's mobile application. In order to complete the transaction the User will be able to enter the PIN on the Partner's SmartPay POS terminal.

6.4 SmartPayroll Feature

Partners will be able to use the SmartPayroll feature through which they will be able to manage payroll payments to their employees.

6.5 SmartCheckout Feature

Partners will be required to place our SmartCheckout feature on their websites. This payment gateway will be integrated into the Partner's web page shopping cart process and experience. Partner's customers will be able to make a payment either from their SmartPay wallet balance or pay using their Credit or Debit Card.

6.6 General Terms

As a Financial Service Provider and holder or a Remittance Licence we are regulated by the Financial Supervisory Commission (FSC) and Financial Investigations Unit (FIU) of the Cook Islands. We are required to always comply with any law regulation order instruction or direction given in order to comply with all FSC and FIU requirements from time to time. Any act directive or omission acted on by our office for the purpose of complying with any formal instructions or requests received from the FSC or the FIU will not be considered a breach of these Terms and Conditions by Smartie.

7. Cancellation

7.1 Cancellation Terms for Partners:

• 7.1.1 Users rely on you for delivery or provision of the Solutions. You agree that high and/or frequent cancellation rates or ignoring the Users’ bookings will impair the Users’ experience and negatively impact the reputation and branding of Smartie.
• 7.1.2 While you may cancel a booking the cancellation shall be based on acceptable cancellation reasons as shown in the Super App. Smartie reserves the right to amend the acceptable cancellation reasons from time to time. A cancellation that is not based on one of the acceptable reasons or ignoring a booking may be counted in determining if your access to the Service will continue or be temporarily restricted.

7.2 Cancellation Terms for Users (Transportation Solutions):

• 7.2.1 Unless otherwise stated in any Smartie Policy you may cancel your request for transportation services at any time before you commence your ride with the Partner that has been matched with you by the Service.
• 7.2.2 If you decide to cancel your ride booking or do not show up at the designated location you may be charged a Cancellation Fee or such other Cancellation Fee as Smartie may notify from time to time via the Cancellation Policy on Smartie’s website.
• 7.2.3 If you feel you were incorrectly charged a Cancellation Fee you may contact Smartie via the Help Centre on Smartie’s website for assistance. Smartie reserves its absolute discretion to any refunds to you and such refunds may be credited to the payment card you used for the journey or to your SmartPay Wallet or by such other method as is deemed reasonable by Smartie.

9. Ratings

9.1 Users and Partners may be allowed to rate each other in respect of Solutions provided.

9.2 Every rating will be automatically logged onto Smartie’s system and Smartie may analyse all ratings received. Smartie may take all appropriate actions including suspending your use of the Service without any notice or compensation to you.

10. Complaints

10.1 Any complaints between Partners and Users must be taken up with each other directly.

11. Repair and Cleaning Fees for Users

11.1 Where applicable you shall be responsible for the cost of repairing any damage to or necessary cleaning of a Partner’s property as a result of your misuse of the Service or breach of the Terms and Conditions herein. Smartie may facilitate payment for reasonable cost of such repair or cleaning on behalf of the Partner via your designated payment method or demand from you in cash in the event a request for repair or cleaning request by the Partner has been verified by Smartie.

12. Intellectual Property Ownership

12.1 Smartie and its licensors where applicable shall own all right title and interest including all related intellectual property rights in and to the Platform and by extension the Service and any suggestions ideas enhancement requests feedback recommendations or other information provided by you or any other party relating to the Service and/or any Solution. The Terms and Conditions do not constitute a sale agreement and do not convey to you any rights of ownership in or related to the Service and/or the Platform or any intellectual property rights owned by Smartie and/or its licensors. Smartie’s name Smartie’s logo the Service the Platform and any third parties’ logos and the product names associated with the Software and/or the Platform are trademarks of Smartie or third parties and no right or license is granted to use them. For the avoidance of doubt the term “Platform” shall include its respective components processes and design in its entirety.

13. Taxes

13.1 You agree that this Agreement is subject to all prevailing statutory taxes duties fees charges and/or costs however denominated as may be applicable from time to time. You shall comply with all applicable laws and take all steps required to enable assist and/or defend Smartie to claim or verify any input tax credit set off rebate or refund in respect of any taxes paid or payable in connection with the Service.

13.2 If you are a Partner you are solely responsible and accountable for paying any tax and statutory contributions due in respect of sums payable to you under or in connection with this Agreement.

14. Confidentiality

14.1 You shall maintain in confidence all information and data relating to Smartie its services products business affairs marketing and promotion plans or other operations and its associated companies which are disclosed to you by or on behalf of Smartie (whether orally or in writing and whether before on or after the date of this Agreement) or which are otherwise directly or indirectly acquired by you from Smartie or any of its affiliate companies or created in the course of this Agreement. You shall further ensure that you only use such confidential information in order to use the Service and shall not without Smartie’s prior written consent disclose such information to any third party nor use it for any other purpose.

14.2 The above obligations of confidentiality shall not apply to the extent that you can show that the relevant information:

• 14.2.1 was at the time of receipt already in your possession;
• 14.2.2 is or becomes in the future public knowledge through no fault or omission on your part;
• 14.2.3 was received from a third party having the right to disclose it; or
• 14.2.4 is required to be disclosed by law.

15. Data Privacy and Personal Data Protection Policy

15.1 Smartie collects and processes your Personal Data in accordance with its Privacy Policy. The Privacy Policy applies to all of Smartie’s Services and its terms are made a part of this Agreement by this reference.

15.2 Where applicable you agree and consent to Smartie its subsidiaries and any of its affiliate companies collecting using processing and disclosing Personal Data as further described in our Privacy Policy.

15.3 You acknowledge that Smartie may disclose Personal Data of other individuals to you in the course of your use of Smartie’s Services. You represent and warrant that you will only use such Personal Data for the purpose for which it was disclosed to you by Smartie and not for any other unauthorised purposes.

16. Third Party Interactions

16.1 During use of the Service you may enter into correspondence or transactions with third parties who display or offer their goods and/or service through the Platform. Any such communication or agreement is strictly between you and the applicable third party and Smartie and its licensors shall have no liability or obligation for any such communication or agreement. Neither Smartie nor any of its affiliate companies endorses any applications or sites on the Internet that are linked through the Platform and in no event shall Smartie its licensors or its affiliate companies be responsible for any content products services or other materials on or available from such sites or third parties. Certain third parties may require your agreement to additional or different terms of use and privacy policies prior to your use of or access to such goods or services and Smartie is not a party to and disclaims any and all responsibility and/or liability arising from such agreements between you and the third parties. You acknowledge that such additional or different terms of use and privacy policies may apply to your use of such third party services. Smartie is not liable for any information that you provide to or authorise us to provide to a third party or for such third party’s collection use and disclosure of such information.

16.2 Smartie may rely on third party advertising and marketing supplied through the Service and other mechanisms to subsidise the Service and/or to earn additional revenue. If you do not wish to receive such advertising and marketing please refer to our Privacy Policy for instructions to unsubscribe or update your privacy settings.

16.3 You agree and allow Smartie to compile and release information regarding you and your use of the Service on an anonymous basis as part of a user profile or similar report or analysis. You agree that it is your responsibility to take all precautions in all actions and interactions with any third party you interact with through the Service Platform and/or advertising or marketing material supplied by third parties through the Service.

16.4 We may include hyperlinks to other websites or content on the Internet that are owned or operated by third parties (“Third Party Links“). Such Third Party Links are not under our control and we are not liable for any errors omissions delays defamation libel slander falsehood obscenity pornography profanity inaccuracy or any other objectionable material contained in the content or the consequences of accessing any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk.

16.5 You acknowledge that the Platform utilises and modifies search results from Google Maps services and content and that by using the Platform you agree to comply with:

• (a) the Google Maps/ Google Earth Additional Terms of Services at https://maps.google.com/help/terms_maps.html;
• (b) the Google Privacy Policy at https://www.google.com/policies/privacy/; and
• (c) the Google Acceptable Use Policy at https://cloud.google.com/maps-platform/terms/aup/. You further agree that when using the Platform you shall not:

• 16.5.1 copy modify create a derivative work of reverse engineer decompile translate disassemble or otherwise attempt to extract any of the source code of Google Maps;
• 16.5.2 sublicense transfer or distribute Google Maps;
• 16.5.3 sell resell or otherwise make Google Map available to a third party as part of a commercial offering that does not have material value independent of Google Maps; or
• 16.5.4 access or use Google Maps in a manner that is illegal or which is likely to result in a circumvention of any fees payable to Google.

16.6 Save for factual truthful and not misleading references through a plain text link to http://www.Smartie.com or URL(s) which Smartie may specifically provide you with any linking to the Platform or any part thereof is strictly prohibited in the absence of prior approval by Smartie. Notwithstanding any other provisions any website software platform or other device that links to the Platform or any part thereof is prohibited from:

• (a) replicating any Platform Content;
• (b) using a browser or border environment around the Platform Content;
• (c) implying in any fashion that Smartie is endorsing it or its products or services;
• (d) misrepresenting any state of facts including its relationship with Smartie;
• (e) presenting false information about products or services of Smartie; and
• (f) using any logo or mark of Smartie without prior written approval from Smartie.

17. Indemnification

17.1 By agreeing to the Terms and Conditions upon using the Service or accessing the Platform you agree that you shall indemnify and hold Smartie its licensors and each such party’s affiliates officers directors members employees attorneys and agents harmless from and against any and all claims costs damages losses liabilities and expenses (including attorneys’ fees and costs and/or regulatory action) arising out of or in connection with:

• (a) your use of the Service the Platform and/or any part thereof in your dealings with the Partners or Users (as the case may be) third party merchants providers partners advertisers and/or sponsors or
• (b) your violation or breach of any of the Terms and Conditions any third-party terms and conditions or any applicable law or regulation whether or not referenced herein or
• (c) your violation of any rights of any third party including Partners or Users arranged via the Service or
• (d) your use or misuse of the Service the Platform and/or any part thereof or
• (e) where applicable your ownership use or operation of any property including your provision of Solutions to Users via the Service.

18. Disclaimer of Warranties

18.1 Smartie makes no representation warranty or guarantee as to the reliability timeliness quality suitability availability accuracy or completeness of the Service Software Super App or Platform. Smartie does not represent or warrant that:

• (a) the use of the Service Software Super App or Platform will be secure uninterrupted free of errors or other harmful components or operate in combination with any other hardware software system or data;
• (b) will meet your requirements or expectations;
• (c) any stored data will be accurate or reliable or
• (d) the quality of any products services information or other materials purchased or obtained by you through the Platform will meet your requirements or expectations. The Service and the Platform are provided to you strictly on an “as is” basis. All conditions representations and warranties including any implied warranty of merchantability fitness for a particular purpose or non-infringement of third party rights are hereby excluded to the extent permissible by law.

18.2 Smartie makes no representation or warranty of any kind whatsoever express or implied in respect of Solutions provided by Partners or any Solutions procured through the use of the Service. You agree that you shall bear all risk arising out of your use of the Service and any Solution provided by Partners and shall have no recourse to Smartie in respect of the same.

18.3 Where applicable Smartie’s role as collection agent is solely mechanical and administrative in nature and Smartie does not owe to you a duty of care or any fiduciary duties.

19. Internet Delays

THE SERVICE PLATFORM SUPER APP AND/OR THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS INCLUDING THE DEVICE USED BY YOU OR THE PARTNER BEING FAULTY NOT CONNECTED OUT OF RANGE SWITCHED OFF OR NOT FUNCTIONING. SMARTIE IS NOT RESPONSIBLE FOR ANY DELAYS DELIVERY FAILURES DAMAGES OR LOSSES RESULTING FROM SUCH PROBLEMS.

21. Limitation of Liability

21.1 UNLESS OTHERWISE STATED AND TO THE FULLEST EXTENT ALLOWED BY LAW ANY CLAIMS AGAINST SMARTIE BY YOU SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF ALL AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN UTILISING THE SERVICE DURING THE EVENT GIVING RISE TO SUCH CLAIMS. SMARTIE AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS DAMAGE OR INJURY WHICH MAY BE INCURRED BY OR CAUSED TO YOU OR TO ANY PERSON FOR WHOM YOU HAVE BOOKED THE SERVICE OR SOLUTION INCLUDING BUT NOT LIMITED TO:

• 21.1.1 LOSS DAMAGE OR INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SERVICE THE PLATFORM SUPER APP AND/OR THE SOFTWARE;
• 21.1.2 THE USE OR INABILITY TO USE THE SERVICE THE PLATFORM SUPER APP AND/OR THE SOFTWARE;
• 21.1.3 ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS ACCURACY OR EXISTENCE OF ANY ADVERTISING; OR
• 21.1.4 AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY USER PARTNER MERCHANT ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE PLATFORM OR IS REFERRED TO BY THE SERVICE AND/OR THE PLATFORM EVEN IF SMARTIE AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21.2 SMARTIE DOES NOT WARRANT OR REPRESENT THAT IT ASSESSES OR MONITORS THE SUITABILITY LEGALITY ABILITY MOVEMENT OR LOCATION OF ANY USERS OR PARTNERS INCLUDING MERCHANTS ADVERTISERS AND/OR SPONSORS AND YOU EXPRESSLY WAIVE AND RELEASE SMARTIE FROM ANY AND ALL LIABILITY CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE USERS OR PARTNERS INCLUDING MERCHANTS ADVERTISERS AND/OR SPONSORS.

21.3 SMARTIE WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES BETWEEN YOU AND USERS OR PARTNERS INCLUDING MERCHANTS ADVERTISERS AND/OR SPONSORS. UNLESS YOU ARE A CORPORATE USER WITH A CURRENT CORPORATE ACCOUNT WITH SMARTIE SMARTIE CANNOT AND WILL NOT PLAY ANY ROLE IN MANAGING PAYMENTS BETWEEN YOU AND THE PARTNERS INCLUDING MERCHANTS ADVERTISERS AND/OR SPONSORS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES AND PRODUCTS OFFERED VIA THE SERVICE AND/OR THE PLATFORM (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH AND ON YOU. YOU EXPRESSLY WAIVE AND RELEASE SMARTIE FROM ANY AND ALL LIABILITY CLAIMS CAUSES OF ACTION OR DAMAGES ARISING FROM YOUR USE OF THE SERVICE AND/OR THE PLATFORM OR IN ANY WAY RELATED TO THE THIRD PARTIES INCLUDING MERCHANTS ADVERTISERS AND/OR SPONSORS INTRODUCED TO YOU BY THE SERVICE AND/OR THE PLATFORM.

21.4 THE QUALITY OF THE SOLUTIONS SCHEDULED THROUGH THE USE OF THE SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE PARTNER WHO ULTIMATELY PROVIDES SUCH SOLUTION TO THE USER. YOU UNDERSTAND THEREFORE THAT BY USING THE SERVICE YOU MAY BE EXPOSED TO SOLUTIONS THAT ARE POTENTIALLY DANGEROUS OFFENSIVE HARMFUL TO MINORS UNSAFE OR OTHERWISE OBJECTIONABLE AND THAT YOU USE THE SERVICE AT YOUR OWN RISK.

22. Notice

22.1 Smartie may give notice through the Platform electronic mail to your email address held in the records of Smartie or by written communication sent by registered mail or pre-paid post to your address as held in the records of Smartie. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by registered mail or pre-paid post) or 1 hour after sending (if sent by email). You may give notice to Smartie (such notice shall be deemed given when received by Smartie) by letter sent by courier or registered mail to Smartie using the contact details as provided in the Platform.

23. Assignment

23.1 Unless otherwise stated herein these Terms and Conditions as modified from time to time may not be assigned by you without the prior written approval of Smartie but may be assigned without your consent by Smartie. Any purported assignment by you in violation of this section shall be void.

24. Governing law

24.1 These Terms and Conditions shall be governed by the laws of the Cook Islands without regard to the choice or conflicts of law provisions of any other jurisdiction.

25. Relationship

25.1 Nothing contained in these Terms and Conditions shall be construed as creating any agency partnership or other form of joint enterprise with Smartie.

26. Severability

26.1 If any provision of the Terms and Conditions is held to be invalid or unenforceable the legality validity and enforceability of the remaining provisions shall not be affected or impaired.

27. No Waiver

27.1 The failure of Smartie to enforce any right or provision in the Terms and Conditions shall not constitute a waiver of such right or provision.

28. Platform Fees

27.1 User payments are completely free on Smartie.

27.2 Merchants have a small NZD $0.25 fee per transaction received.

29. Entire Agreement

29.1 This Agreement comprises the entire agreement between you and Smartie in relation to the matters stated herein and supersedes any prior or contemporaneous negotiations or discussions save where mutually agreed otherwise. For the avoidance of doubt where you have entered into a separate written agreement with Smartie which incorporates a reference to these Terms and Conditions these Terms and Conditions shall be applicable in addition to the said written agreement. In the event there are inconsistencies between these Terms and Conditions and the separate written agreement you agree to work with Smartie in good faith to resolve the conflicts or inconsistencies. Certain services made available on the Platform may be subject to additional terms and conditions which will be communicated to you.

30. Suspension and Termination; Modification of Platform Content

30.1 You agree that we may do any of the following at any time without notice:

• (i) modify suspend or terminate operation of or access to the Platform or any portion of the Platform (including access to your account and/or the availability of any products or services) for any reason;
• (ii) modify or change any applicable policies or terms; and
• (iii) interrupt the operation of the Platform or any portion of the Platform (including access to your account and/or the availability of any products or services) as necessary to perform routine or non-routine maintenance error correction or other changes.

We shall not be required to compensate you for any modification suspension or termination.

30.2 Without prejudice to any other provisions we may vary modify or remove Platform content without notice (including without limitation information relating to the availability of a product or service product or service descriptions pricing promotions offers product shipping charges and transit time). In the event any Platform Content contains any typographical errors inaccuracies omissions or otherwise violates Smartie Policies we reserve the right to (but shall not be obliged to save to the extent where mandated by applicable laws) carry out any such measures as Smartie deems appropriate (collectively “Rectification Measure”) including without limitation:

• (i) correcting the said errors inaccuracies or omissions
• (ii) changing or updating information; and/or
• (iii) where applicable cancelling the affected orders at any time without prior notice (including without limitation after an order has been submitted).

31. Device Ownership and Maintenance

31.1 Ownership Transfer: Any device issued by Smartie to a Merchant for the purpose of using the Smartie services shall remain the property of Smartie until the full cost of the device is paid off by the Merchant. Once the Merchant has fully paid for the device ownership of the device will be transferred to the Merchant.

31.2 Maintenance Responsibility: The Merchant shall be solely responsible for the maintenance repair and proper functioning of the device. Smartie shall not be liable for any damages defects or issues related to the device after it has been issued to the Merchant.

31.3 Damage Before Full Payment: If the device is damaged before the Merchant has paid off the device in full the Merchant will be required to pay the remaining balance owed to Smartie. The amount due will be calculated based on the original cost of the device minus any payments already made.

32. Liability for Rewards and Prizes

32.1 Merchant Responsibility: Any rewards prizes or promotional offers provided by Merchants through the Smartie platform are solely the responsibility of the respective Merchant.

32.2 Disclaimer of Liability: Smartie shall not be held liable for any issues disputes or problems arising from the rewards prizes or promotional offers made by Merchants. Users are advised to directly contact the respective Merchant in case of any grievances or issues related to such rewards or prizes.