Terms & Conditions

1.1. In these Terms, the following capitalised terms shall have the meanings set out below:

Account means the registered account created by the Customer on the Platform in accordance with Clause 3.

Redemption means the process by which a Gift Card is used or otherwise consumed by the Customer or an End User through the redemption code, PIN, redemption URL, or other electronic method provided at the time of purchase or distribution.

API means an application programming interface which operates as a web service managed by GIFQ that enables access to and use of the relevant functions of software constituting the Platform through the Customer's software.

Balance means the prepaid credit balance maintained on the Platform for each Customer, which records the Customer's available funds for the purchase of Gift Cards, as further described in Clause 4.

Balance Deduction means the deduction of funds from the Customer's Balance in connection with a Gift Card order or a Payout Allocation, as further described in Clauses 5 and 6.

Business Day means a day other than a Saturday, Sunday, or public holiday in the jurisdiction in which GIFQ has its registered seat.

Confidential Information means all non-public information disclosed by one party to the other in connection with these Terms or the use of the Platform, whether disclosed orally, in writing, or by any other means, including but not limited to business plans, pricing, technology, customer data, and commercial strategies, but excluding information that falls within the exceptions set out in Clause 15.2.

Customer means the legal entity or business registered on the Platform that has accepted these Terms and uses the Platform Services.

Distributor means a third-party aggregator or intermediary from whom GIFQ procures Gift Cards for resale on the Platform.

Gift Card means a digital voucher, gift card, coupon, or similar non-reloadable electronic instrument available on the Platform that entitles the holder to redeem goods or services from a Supplier, subject to the terms and conditions applicable to the relevant Gift Card. For the avoidance of doubt, each Gift Card is a single-use instrument that is issued with a specified value and cannot be topped up with additional funds after issuance.

GIFQ is GIFT QUEST OÜ the private limited liability company incorporated under the laws of the Republic of Estonia with its place of business at Harju maakond, Tallinn, Kesklinna linnaosa, Tartu mnt 67/1-13b, 10115, registry code 17212226.

Payout Module means the functionality of the Platform that enables the Customer to purchase Gift Cards in bulk and distribute specified amounts or Gift Card selections to individual End Users via email notification, as further described in Clause 6.

End User means an individual designated by the Customer to receive a Gift Card through the Payout Module, who is not a party to these Terms.

Face Value means, in respect of a Gift Card, the monetary denomination or redemption value of that Gift Card as stated on the Platform at the time of purchase or selection by an End User.

Order Amount means the amount debited from the Customer's Balance (or the relevant Payout Allocation) for a Gift Card order, reflecting the Face Value as adjusted by any applicable discount, margin, Fee, currency conversion, and conversion fee.

Fees means all charges, service fees, margins, and other amounts payable by the Customer to GIFQ in connection with the purchase of Gift Cards through the Platform, as set out in Clause 9.

Intellectual Property Rights means all patents, copyrights, trade marks, service marks, trade names, domain names, design rights, database rights, rights in know-how, trade secrets, and all other intellectual property rights of any kind, whether registered or unregistered, and including all applications and rights to apply for the foregoing, anywhere in the world.

Payout Allocation means the monetary amount allocated by the Customer to a specific End User through the Payout Module for the purpose of enabling that End User to select one or more Gift Cards on the Platform.

Platform means the online platform operated by GIFQ through which Customers can purchase Gift Cards and use the Platform Services, including all associated websites, applications, systems, and technology.

Prevailing Exchange Rate means the currency exchange rate applied by GIFQ to convert amounts between currencies, being the rate determined by GIFQ at its sole discretion or sourced from a third-party exchange rate provider selected by GIFQ, as applicable at the time of the relevant transaction.

Platform Services means the services provided by GIFQ through the Platform, including the Balance functionality, Gift Card ordering and delivery of redemption information, and the Payout Module, as further described in Clause 2.

Supplier means a third-party provider of goods or services whose offerings are made available for redemption through Gift Cards on the Platform.

Terms means these terms and conditions governing the use of the Platform and Platform Services.

2.1. GIFQ provides two categories of service through the Platform, each of which is subject to the specific terms set out in the relevant Clause:

   (a) Gift Card Sales - the Customer may purchase Gift Cards directly through the Platform for its own use or for onward distribution at the Customer's discretion. The ordering, delivery, and redemption of Gift Cards purchased under this category are governed by Clause 5; and

   (b) Gift Card Allocation for End Users — the Customer may, through the Payout Module: (a) purchase specific Gift Cards and distribute them to designated End Users; or (b) allocate funds to enable designated End Users to select and acquire Gift Cards from the Platform's product catalogue at their own discretion. In both cases, the Gift Cards are provided at no additional cost to the End User, and the Customer bears the full cost of all Gift Cards distributed or selected. The terms governing the allocation, distribution, and redemption of Gift Cards under this category are set out in Clause 6.

2.2. In respect of both categories, GIFQ is not the issuer, manufacturer, or provider of the underlying goods or services redeemable through Gift Cards. GIFQ does not itself supply, endorse, or assume any responsibility for the goods or services that may be obtained using Gift Cards.

2.3. The Platform Services include:

   (a) the provision and maintenance of the Platform, including the Balance functionality;

   (b) the facilitation of Gift Card purchases by Customers through the Platform;

   (c) the receipt from Suppliers and delivery to the Customer of Gift Card redemption codes, PINs, redemption URLs, or other electronic redemption methods upon purchase;

   (d) the provision of the Payout Module for bulk Gift Card distribution to End Users; and

   (e) such other ancillary services as GIFQ may make available on the Platform from time to time.

2.4. The Customer acknowledges that the availability, range, and pricing of Gift Cards on the Platform may change from time to time and are subject to the terms and conditions of the relevant Suppliers.

2.5. GIFQ, the Customer, and End Users each have distinct roles in the Platform's three-tier relationship structure, the responsibilities and liabilities for which are allocated as follows:

   (a) GIFQ and Customer: GIFQ's responsibilities and liabilities under these Terms are owed solely to the Customer and not to any End User. GIFQ sells Gift Cards to the Customer, who may distribute them to End Users. The Customer is GIFQ's sole contractual counterparty for all Platform transactions.

   (b) Customer and End User: Where an End User receives a Gift Card through the Payout Module, the relationship between the Customer and the End User is governed by the Customer's own arrangements with the End User. GIFQ has no liability to any End User in connection with the provision, selection, distribution, or use of Gift Cards. All queries, claims, and complaints from End Users shall be directed to the Customer.

   (c) End User and Supplier: When a Gift Card is redeemed with a Supplier, the Supplier enters into a direct relationship with the End User for the provision of the relevant goods or services. The Supplier bears all liability for the quality, fitness, availability, and delivery of such goods or services. GIFQ is not a party to and has no liability under the contract between the End User and the Supplier.

2.6. For the avoidance of doubt, the allocation of responsibilities and liabilities set out above applies throughout these Terms and governs the interpretation of all other provisions relating to liability, disclaimers, and indemnification.

2.7. GIFQ does not provide financial, investment, or purchasing advice. The availability of Gift Card products on the Platform does not constitute a recommendation by GIFQ to purchase any particular Gift Card product. The Customer is solely responsible for determining the suitability and appropriateness of any Gift Card for its intended purpose.

3.1. To access and use the Platform, the Customer must register for an Account by providing the following information:

   (a) the Customer's full legal name and registered business name;

   (b) the Customer's registration number or equivalent business identifier;

   (c) the Customer's registered address and principal place of business;

   (d) a valid business email address and contact details of an authorised representative; and

   (e) such other information as GIFQ may reasonably require for the purposes of verification.

3.2. By registering for an Account, the Customer represents and warrants that:

   (a) it is a duly incorporated or registered legal entity or a business acting in the course of its trade, business, craft, or profession;

   (b) the individual creating the Account is duly authorised to bind the Customer to these Terms;

   (c) all information provided during registration is true, accurate, complete, and not misleading; and

   (d) the Customer is not prohibited by applicable law from entering into these Terms or using the Platform.

3.3. GIFQ reserves the right to verify the information provided by the Customer and to refuse or revoke registration at its sole discretion if GIFQ reasonably determines that the information provided is inaccurate, incomplete, or misleading, or that the Customer does not meet the eligibility criteria. GIFQ may require additional documents or data from the Customer pursuant to Clause 8.

3.4. GIFQ may conduct security verification and regulatory compliance checks on Customers and their transactions in accordance with Clause 8.

4.1. The Customer may top up its Balance by making a payment through the payment methods made available on the Platform.

4.2. The Platform supports Balances denominated in such currencies as GIFQ may make available on the Platform. A Customer may hold Balances in more than one currency simultaneously. No currency conversion is performed at the time of a Balance top-up; funds received are credited to the Customer's Balance in the currency of the top-up.

4.3. The Customer acknowledges and agrees that exchange rates fluctuate and the Prevailing Exchange Rate applied at the time of a Balance top-up may differ from rates available at any other time. GIFQ is not liable for any loss or reduction in value arising from exchange rate fluctuations.

4.4. The Balance represents a prepaid credit for future Gift Card purchases on the Platform. The Balance:

   (a) does not constitute a deposit, investment, or any form of financial instrument;

   (b) does not accrue interest;

   (c) is denominated in one of the currencies supported by the Platform;

   (d) is non-transferable to any third party or to another Customer Account;

   (e) is non-refundable, except as required by mandatory provisions of applicable law.

4.5. The Customer may view its current Balance at any time through the Platform. GIFQ shall maintain accurate records of all Balance transactions.

4.6. GIFQ reserves the right to set minimum and maximum limits on Balance top-ups, as communicated through the Platform from time to time. GIFQ may refuse any Balance top-up at its sole discretion.

4.7. GIFQ shall not be liable for any delay or failure in processing a Balance top-up caused by the Customer's payment provider, bank, or other third party.

4.8. Save as expressly provided in Clauses 4.9. below, no refund, credit, or compensation shall be payable to the Customer in respect of any remaining Balance(s) upon closure or termination of the Account for any reason whatsoever.

4.9. Notwithstanding the provisions of Clause 4.8, where the Customer's Account is closed or terminated:

   (a) at GIFQ convenience or due to any material breach of its obligations under these Terms attributable to the GIFQ, the GIFQ shall refund the remaining Balance(s) to the Customer within thirty (30) days in the currency in which each Balance is held;

   (b) due to regulatory, sanctions, anti-money laundering, fraud, or similar compliance reasons, the treatment of the remaining Balance(s) shall be determined in accordance with applicable law and regulatory requirements, as well as any binding instructions, directions, or decisions issued in the course of investigations by competent authorities;

   (c) Payout Allocations funded before the date of account closure or termination shall remain available to End Users for the period specified in Clause 6.7(f), unless continuation is inconsistent with the reason for closure or termination. No new Payout Module orders may be placed after the Account is closed or terminated.

5.1. Upon the Customer confirming an order:

   (a) the corresponding funds shall be deducted from the Customer's Balance;

   (b) GIFQ shall deliver the applicable Gift Card redemption code, PIN, redemption URL, or other electronic redemption method to the Customer.

   (c) where the currency of the order differs from the currency of the Balance from which payment is to be made, GIFQ shall convert the Order Amount at the Prevailing Exchange Rate applicable at the time of order creation and may apply a currency conversion fee. The applicable exchange rate and any conversion fee shall be disclosed on the Platform at or before order confirmation. Unless stated otherwise on the Platform, the currency conversion fee shall be one per cent (1%) of the Order Amount when converted to the payment currency.

5.2. All orders are deemed final once confirmed and the Balance has been deducted.

5.3. The Customer acknowledges and agrees that:

   (a) the redemption of the Gift Card with the Supplier is the sole responsibility of the Customer or the relevant End User; and

   (b) GIFQ shall not be liable for any inability to redeem a Gift Card arising from the acts, omissions, or terms of the relevant Supplier.

5.4. Upon delivery of the Gift Card redemption code, PIN, redemption URL, or other electronic redemption method to the Customer (or, where the Payout Module is used, to the End User), all risk in and responsibility for the Gift Card shall pass to the Customer. From the point of delivery, the Customer assumes full risk of loss, misuse, theft, or unauthorised use of the Gift Card redemption information, and GIFQ shall have no further liability in respect of that Gift Card.

5.5. The Customer shall be responsible for the safekeeping of all redemption information. GIFQ shall not be liable for any loss arising from the Customer's failure to secure or properly store such information.

5.6. The value loaded onto a Gift Card cannot be exchanged for cash, withdrawn as a monetary payment, or converted into any form of cash equivalent. No cash-out, withdrawal, or conversion to monetary payment shall be permitted in respect of any Gift Card, except where required by mandatory provisions of applicable law. For the avoidance of doubt, the non-refundability of the Balance under Clause 4 and this restriction on Gift Card cash exchange are independent and cumulative.

5.7. Gift Cards are non-reloadable, single-use instruments. Once a Gift Card has been issued with a specified value, the Gift Card cannot be topped up, reloaded, or supplemented with additional funds. This restriction is distinct from the Balance, which may be topped up by the Customer in accordance with Clause 4. The Customer acknowledges that any residual value remaining on a partially redeemed Gift Card cannot be transferred to another Gift Card or converted into Balance.

5.8. Gift Cards and redemption information may be delivered by email, SMS, or such other digital delivery methods as GIFQ may make available on the Platform from time to time. Not all delivery methods may be available for all Gift Card types. The Customer is solely responsible for ensuring that the recipient contact details provided to the Platform (including email addresses and telephone numbers) are accurate and up to date. GIFQ shall not be liable for any non-delivery or delayed delivery arising from incorrect or incomplete recipient contact details provided by the Customer.

5.9. Upon confirmation of each order, GIFQ shall provide the Customer with an order confirmation containing the order reference number, the Gift Card product(s) ordered, the quantities, the amounts debited from the Customer's Balance, and the applicable delivery method. The Customer shall retain all order confirmations for its records and shall promptly notify GIFQ of any discrepancy between the order confirmation and the order placed.

5.10. GIFQ reserves the right, at its sole discretion, to decline, refuse, or cancel any order, in whole or in part, at any time prior to delivery of the redemption information. Where GIFQ exercises this right, any funds already deducted from the Customer's Balance in respect of the refused or cancelled order shall be credited back to the Customer's Balance without undue delay. GIFQ shall not be required to provide reasons for any such refusal or cancellation.

5.11. Gift Cards may not be replaced if misused, lost, stolen, or damaged.

6.1. The Payout Module enables the Customer to:

   (a) purchase a specified number of Gift Cards or allocate specified monetary amounts for distribution to individual End Users;

   (b) designate End Users by providing their email addresses and, where applicable, other identifying information through the Platform; and

   (c) distribute Gift Cards to End Users via the Platform's notification system.

6.2. Upon the Customer initiating a distribution through the Payout Module:

   (a) the aggregate cost of the Gift Cards or allocated amounts shall be deducted from the Customer's Balance;

   (b) GIFQ shall send an email notification to each designated End User at the email address provided by the Customer;

   (c) the End User may redeem a pre-selected Gift Card or select one or more Gift Cards from the available product catalogue on the Platform, up to the value of the Payout Allocation; and

   (d) the distribution shall be deemed complete upon delivery of the Gift Card redemption information to the relevant End Users.

6.3. The Customer acknowledges and agrees that:

   (a) End Users do not pay for Gift Cards received through the Payout Module; the Customer bears the full cost of all Gift Cards distributed;

   (b) the Customer is solely responsible for the accuracy of End User contact information, including email addresses, provided to the Platform;

   (c) GIFQ shall not be liable for non-delivery of email notifications caused by incorrect email addresses, spam filters, or other factors outside GIFQ's reasonable control;

   (d) the relationship between the Customer and the End User is governed by the Customer's own arrangements with the End User, and GIFQ is not a party to any such arrangements; and

   (e) the Customer shall ensure that it has obtained all necessary consents from End Users for the provision of their personal data to GIFQ for the purposes of the Payout Module, in accordance with GIFQ Privacy Policy.

6.4. GIFQ reserves the right to impose limits on the number of End Users, the volume of distributions, or the frequency of distributions through the Payout Module.

6.5. Gift Cards allocated through the Payout Module that have not been selected by the designated End User within the applicable Gift Card validity period shall expire in accordance with Clause 11. No refund or credit shall be issued in respect of expired or unselected Gift Cards.

6.6. The Customer shall indemnify and hold harmless GIFQ against any claims, losses, damages, or liabilities arising from the Customer's use of the Payout Module, including but not limited to claims from End Users relating to the selection, distribution, or redemption of Gift Cards.

6.7. Unused Payout Allocation Funds

   (a) Where an End User has selected one or more Gift Cards through the Payout Module and a residual amount remains in the End User's Payout Allocation, such residual amount shall remain available in the Payout Allocation for the End User to apply towards further Gift Card selections on the Platform. Unused Payout Allocation funds are not refundable, not payable out in cash, and not creditable to the Customer's Balance.

   (b) The Customer shall ensure that End Users are informed that any unused portion of their Payout Allocation remains in the Payout Allocation and is available for further Gift Card selections, but is not refundable or payable out in cash.

   (c) Unused amounts in a Payout Allocation may be applied by the End User towards the selection of any available Gift Card product on the Platform.

   (d) The Customer expressly acknowledges and agrees that:

      (i) unused amounts in a Payout Allocation are not refundable, not payable out to the Customer or any End User, and shall remain in the Payout Allocation until applied towards Gift Card selections;

      (ii) GIFQ shall have no obligation to transfer, pay out, or otherwise distribute unused Payout Allocation funds to the Customer, any End User, or any third party; and

      (iii) GIFQ shall not be liable for any claim, loss, or complaint from the Customer or any End User arising from the non-refundability of unused Payout Allocation funds, provided that such funds remain available for Gift Card selections on the Platform.

   (e) Where an End User selects one or more Gift Cards using a Payout Allocation, such selection shall be deemed for all purposes to constitute a purchase made by the Customer and not by the End User. The use of a Payout Allocation by an End User does not create, and shall not be construed as creating, any contractual or other legal relationship between GIFQ and the End User. The Customer remains solely responsible for all obligations arising under these Terms in connection with Gift Cards selected by an End User through the Payout Module.

   (f) Any Payout Allocation (or any residual amount within a Payout Allocation) that has not been applied by the End User towards a Gift Card selection within three (3) months of the date on which the corresponding Payout Module order was created shall expire automatically. Upon expiry, the unapplied funds shall no longer be available for redemption by the End User, and no refund, credit, replacement, or other compensation shall be issued to the Customer, the End User, or any third party in respect of such expired funds.

7.1. The Customer shall use Gift Cards purchased through the Platform only in accordance with these Terms, all applicable laws, and the following obligations.

7.2. The Customer is solely responsible for: (a) maintaining the confidentiality and security of its Account credentials, including usernames and passwords; (b) all activities that occur under its Account, whether or not authorised by the Customer; (c) immediately notifying GIFQ of any unauthorised use of the Account or any other breach of security; and (d) ensuring that only authorised personnel access and use the Account.

7.3. The Customer shall not use Gift Cards purchased through GIFQ for any of the following purposes:

   (a) any purpose other than the Customer's ordinary and lawful business and/or internal activities;

   (b) to conduct or engage in any illegal, fraudulent, malicious, or otherwise unlawful activity;

   (c) to hide or disguise the proceeds of any illegal or unlawful activity;

   (d) to conduct or engage in activity in a way that GIFQ reasonably believes might harm its ability to provide Platform Services; or

   (e) to engage in any other use or activity that breaches these Terms or is not in conformity with sustainable activities of GIFQ, ensuring human rights, transparency, gender equality, moral and ethics, or other activity deemed unacceptable by GIFQ.

7.4. The Customer shall comply with all applicable laws, regulations, and industry codes of conduct in connection with its purchase, distribution, and use of Gift Cards, including without limitation all applicable anti-bribery, anti-corruption, sanctions, and consumer protection laws, and, to the extent applicable, anti-money laundering laws and regulations, in each jurisdiction in which the Customer operates or distributes Gift Cards, including the Republic of Estonia and the European Union. The Customer is solely responsible for ensuring its compliance with all such laws in its own jurisdiction(s), which may differ from the laws of the Republic of Estonia.

7.5. The Customer shall ensure that all information provided to GIFQ in connection with these Terms, including Account information, order details, and End User data, is true, accurate, complete, and up to date. The Customer shall promptly notify GIFQ of any material changes to such information.

7.6. Where the Customer uses the Payout Module to distribute Gift Cards to End Users, the Customer shall be responsible for the conduct of such End Users in relation to the Gift Cards and the Platform, and shall ensure that End Users comply with the applicable terms governing the redemption and use of Gift Cards.

7.7. The Customer shall promptly notify GIFQ of any suspected or actual unauthorised use, fraud, security breach, or other irregularity affecting the Customer's Account, Gift Cards, or End Users. The Customer shall cooperate fully with GIFQ in the investigation and resolution of any such incidents.

7.8. The Customer shall be solely responsible for determining and discharging any tax obligations arising from its purchase, distribution, or use of Gift Cards, including any obligations to account for value added tax, income tax, or social contributions in connection with Gift Cards provided to employees, contractors, or other recipients.

7.9. The Customer shall not attempt to circumvent, disable, or interfere with any security, authentication, or technical restriction mechanisms of the Platform, nor permit any third party to do so.

7.10. The Customer represents and warrants that all funds used by the Customer to top up its Balance or otherwise make payments under these Terms are owned by the Customer and are derived from legitimate sources. The Customer shall not use the Platform or any Gift Card for the purpose of money laundering, terrorist financing, or any other financial crime. GIFQ reserves the right to request evidence of the source of funds and to suspend or terminate the Customer's Account if it is not satisfied, acting reasonably, that the funds are from legitimate sources.

7.11. Fraud Prevention and Gift Card Voiding. Without prejudice to GIFQ's other rights and remedies under these Terms, GIFQ reserves the right, exercisable at any time and in its sole discretion, to void, cancel, block, or deactivate any individual Gift Card or redemption code where GIFQ reasonably suspects that the Gift Card: (a) has been obtained through fraudulent, deceptive, or unauthorised means; (b) is being used in connection with money laundering, terrorist financing, sanctions evasion, or other financial crime; (c) has been compromised as a result of a data breach, security incident, or other unauthorised access; (d) is being used in a manner that breaches these Terms or applicable law; or (e) is the subject of a chargeback, payment reversal, or dispute. GIFQ shall not be obliged to replace, refund, or provide any compensation in respect of any Gift Card voided under this provision, and shall have no liability to the Customer, any End User, or any third party in connection with any such voiding action. The Customer acknowledges that fraud prevention measures, including the voiding of Gift Cards, are essential to the integrity and security of the Platform.

8.1. GIFQ shall have the right to require additional documents or data from the Customer in order to satisfy its obligations under applicable sanctions, and, to the extent applicable, anti-money laundering or other compliance regulations.

8.2. GIFQ may, at its discretion, establish specific requirements or restrictions applicable to certain countries or territories, taking into account applicable legal, regulatory, or compliance requirements or restrictions. The Customer shall comply with all such country-specific requirements and restrictions as communicated by GIFQ through the Platform or otherwise.

8.3. The Customer shall comply with all applicable sanctions and export control laws and regulations, and, to the extent applicable, anti-money laundering laws and regulations, in each jurisdiction in which it operates or distributes Gift Cards.

8.4. GIFQ reserves the right to reject, cancel, or reverse any order or transaction where GIFQ reasonably believes that the order or transaction does not comply with applicable requirements or restrictions, including any country-specific requirements or restrictions established by GIFQ.

8.5. The Customer shall ensure that Gift Card orders comply with all applicable country-specific restrictions on Gift Card values, quantities, or types in the jurisdictions in which it operates or distributes Gift Cards.

8.6. GIFQ may update country-specific requirements and restrictions from time to time. The Customer shall monitor and comply with any such updates.

8.7. A breach by the Customer of any obligation under this Clause shall constitute a material breach of these Terms, entitling GIFQ to terminate the Customer's Account with immediate effect.

8.8. The Customer shall indemnify and hold harmless GIFQ against any claims, losses, damages, costs, fines, or penalties arising from or in connection with the Customer's breach of this Clause.

8.9. The Customer is responsible for all transactions conducted using Gift Cards purchased through the Platform, regardless of whether such transactions were authorised by the Customer. GIFQ accepts no liability for any loss, cost, or damage arising from the loss, theft, misuse, or unauthorised use of any Gift Card. The Customer shall notify GIFQ immediately if it suspects any unauthorised use of a Gift Card or Gift Card redemption information.

9.1. All prices of Gift Cards and Fees displayed on the Platform are indicative, displayed in real time, and subject to change at any time without prior notice. The price applicable to a Gift Card order shall be the price displayed on the Platform at the time the order is confirmed by the Customer. Once an order is confirmed and the Customer's Balance is debited, the price shall be binding on both GIFQ and the Customer for that transaction. All applicable Fees are visible on the Platform before the Customer confirms a purchase. GIFQ may charge Fees in connection with the purchase of Gift Cards through the Platform, which may include:

   (a) service fees or margins on Gift Card purchases;

   (b) fees for the use of the Payout Module;

   (c) transaction processing fees;

   (d) account maintenance or administrative fees; and

   (e) any other fees as communicated to the Customer through the Platform or in a separate agreement.

9.2. All prices and Fees are stated exclusive of value added tax (VAT) and any other applicable taxes, duties, or levies, which shall be payable by the Customer in addition at the rate prevailing at the time of the relevant transaction.

9.3. All payments shall be made in the currency specified on the Platform. The Customer shall bear all bank charges, currency conversion fees, and other costs associated with the payment. All Fees are deducted instantly from the Customer's Balance at the time of the relevant transaction.

9.4. GIFQ reserves the right to modify the Fees and pricing at any time. Updated Fees shall be displayed on the Platform and shall be effective immediately for all new purchases made using the Customer's Balance after the update. It is the Customer's responsibility to review the applicable Fees displayed on the Platform before confirming each order.

9.5. The Face Value of each Gift Card is the monetary denomination stated on the Platform and represents the value redeemable with the relevant Supplier. The Order Amount is the amount actually deducted from the Customer's Balance (or the relevant Payout Allocation) for a Gift Card order, and may differ from the Face Value to reflect any applicable Fees, margin, or discount (positive or negative) as displayed on the Platform at the time the order is confirmed, together with any applicable currency conversion and conversion fee where Clause 5.1(c) applies.

9.6. Gift Card prices displayed on the Platform are real-time applicable prices and may change at any time without prior notice. GIFQ does not provide price protection, and no refund, credit, or compensation shall be issued in the event of a price reduction or promotional offer after a Gift Card order has been confirmed.

9.7. The Customer acknowledges that certain transactions processed through the Platform may fall within the scope of payment services, electronic money, or similar financial regulations. The Customer agrees to comply with all applicable laws in this regard and acknowledges that GIFQ may impose additional measures or require additional information where necessary to satisfy applicable regulatory requirements.

10.1. An order for a Gift Card may be cancelled only if the order has not yet been confirmed by GIFQ and the corresponding funds have not yet been deducted from the Customer's Balance. Once the order has been confirmed by GIFQ or the Balance Deduction has occurred, whichever occurs first, the transaction is final and irrevocable, and the Gift Card order is non-cancellable, non-returnable, and non-refundable, regardless of whether the Gift Card has been Redeemed.

10.2. Payout Module Orders. Where the Customer places an order through the Payout Module, the order is confirmed and the Payout Allocation is funded by way of Balance Deduction at the time the distribution is initiated. Accordingly, cancellation of a Payout Module order is only possible before the order has been confirmed by GIFQ and the Payout Allocation has been debited from the Customer's Balance. Once the order is confirmed or the Payout Allocation has been funded, individual End User selections and redemptions cannot be cancelled, reversed, or refunded. The Customer bears all risk in respect of Gift Cards distributed through the Payout Module from the point of order confirmation or Balance Deduction, whichever occurs first.

10.3. Notwithstanding the general no-cancellation rule in this Clause, if a Gift Card code is provably defective at the time of delivery (meaning the code is invalid, has already been used prior to delivery, or is non-functional through no fault of the Customer or End User), the Customer may request a replacement or credit to its Balance, provided that: (a) the Customer notifies GIFQ in writing within seven (7) calendar days of delivery of the Gift Card code; and (b) the Customer provides reasonable evidence of the defect. GIFQ's sole and exclusive liability for defective codes under this Clause shall be limited to, at GIFQ's option, (i) issuing a replacement Gift Card code of equivalent Face Value or (ii) crediting the Customer's Balance for the Order Amount of the defective Gift Card. This Clause does not apply to Gift Cards that become non-functional after delivery due to Supplier actions, expiry, or any cause other than a defect existing at the time of delivery.

11.1. Each Gift Card shall be valid for the period specified on the Platform for the relevant product at the time of purchase or selection (the "Gift Card validity period"). Where no validity period is specified for a given Gift Card, the Gift Card shall be valid for twelve (12) months from the date of issuance, unless a longer period is required by applicable law or by the terms set by the relevant Supplier. The validity period of a Gift Card is ultimately determined by the Supplier, and GIFQ shall not be obligated to:

   (a) extend the validity period of any Gift Card;

   (b) replace an expired Gift Card;

   (c) refund or credit the purchase price of an expired Gift Card to the Customer's Balance or otherwise; or

   (d) notify the Customer or End User in advance of the approaching expiry of a Gift Card.

11.2. It is the sole responsibility of the Customer (and, where applicable, the End User) to redeem the Gift Card within the applicable validity period.

11.3. The Customer acknowledges that certain Gift Cards may have shorter validity periods than others, and that the validity period may vary depending on the Supplier and product type.

11.4. GIFQ shall not be liable for any loss, cost, or claim arising from the expiry of any Gift Card or the failure of the Customer or End User to redeem a Gift Card within the applicable validity period.

12.1. GIFQ makes no representation, warranty, or guarantee of any kind, whether express or implied, regarding:

   (a) the quality, safety, fitness for purpose, merchantability, or legality of any goods or services offered by Suppliers;

   (b) the accuracy, completeness, or reliability of any descriptions, images, or other information provided by Suppliers on the Platform;

   (c) the Supplier's ability or willingness to fulfil, deliver, or perform any goods or services redeemable through a Gift Card;

   (d) the Supplier's compliance with applicable laws, regulations, or industry standards;

   (e) the continued availability of any Supplier or Supplier offering on the Platform; or

   (f) the Supplier's terms and conditions, including return, exchange, or refund policies.

12.2. GIFQ shall not be liable for any loss, damage, cost, expense, or liability of any kind arising from or in connection with:

   (a) the acts, omissions, negligence, or misconduct of any Supplier;

   (b) the failure of any Supplier to honour or redeem a Gift Card;

   (c) any defect, deficiency, or non-conformity in goods or services provided by a Supplier;

   (d) any change or discontinuance of Supplier products or services after a Gift Card has been purchased; or

   (e) any dispute between the Customer or an End User and a Supplier.

12.3. Where a Supplier becomes subject to insolvency, bankruptcy, administration, liquidation, winding-up, or any analogous proceedings under applicable law, GIFQ shall bear no liability whatsoever for any resulting inability to redeem a Gift Card or for any loss, cost, or damage sustained by the Customer or any End User. In such circumstances, GIFQ shall have no obligation to refund, credit, replace, or otherwise compensate the Customer or any End User in respect of any affected Gift Card or Balance Deduction. Any and all claims arising from or in connection with the insolvency or financial failure of a Supplier shall be directed exclusively to the Supplier or, where applicable, to the Supplier's insolvency practitioner, administrator, or liquidator.

12.4. Any disputes arising between the Customer (or an End User) and a Supplier shall be resolved directly between those parties. The Customer shall not involve GIFQ in any dispute with a Supplier unless GIFQ's involvement is strictly necessary.

12.5. The disclaimers, exclusions, and limitations of liability set out in this Clause 12 shall apply equally to any Distributor as if each reference to "Supplier" in this Clause included a reference to "Distributor", and GIFQ shall have no liability to the Customer or any End User in respect of the acts, omissions, insolvency, or default of any Distributor.

13.1. To the maximum extent permitted by applicable law, the limitations and exclusions of liability set out in this Clause shall apply.

13.2. GIFQ shall not be liable to the Customer for:

   (a) any indirect, incidental, special, consequential, or punitive damages;

   (b) any loss of profits, revenue, business, or anticipated savings;

   (c) any loss of goodwill or reputation;

   (d) any loss of data or corruption of data (except to the extent caused by GIFQ's wilful default);

   (e) any business interruption;

   (f) any loss arising from the Customer's inability to use the Platform or any part thereof;

   (g) any loss arising from or in connection with the acts, omissions, or default of any Supplier;

   (h) any loss arising from the Customer's failure to maintain the security of its Account;

   (i) any loss arising from reliance on any content, information, or advice provided on the Platform; or

   (j) any loss arising from the modification, suspension, or discontinuance of the Platform or any Platform Services.

13.3. GIFQ's total aggregate liability to the Customer under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the lesser of:

   (a) the total Fees paid by the Customer to GIFQ during the 6 (six) month period immediately preceding the event giving rise to the claim; and

   (b) twenty thousand euros (EUR 20,000).

13.4. The Customer acknowledges that the limitations set out in this Clause are reasonable having regard to:

   (a) the nature of the Platform Services;

   (b) the fees charged by GIFQ; and

   (c) the allocation of risk between GIFQ and the Customer as reflected in these Terms.

13.5. The Customer shall take all reasonable steps to mitigate any loss for which it seeks to claim against GIFQ under these Terms.

13.6. GIFQ shall not be liable for any loss or damage arising from the Customer's failure to comply with the obligations set out in these Terms regarding Account security, including the obligations set out in Clause 7.

13.7. A breach by the Customer of any obligation under these Terms shall constitute a material breach, entitling GIFQ to suspend or terminate the Customer's Account with immediate effect, without prejudice to any other rights or remedies available to GIFQ.

13.8. There are a variety of Gift Card scams operated by third parties that may request payment by Gift Card or attempt to exploit Gift Card codes. GIFQ is not responsible for, and assumes no liability to the Customer or any End User for, any unlawful conduct, fraud, or scam by any third party in connection with any Gift Card. The Customer shall take all reasonable precautions to safeguard Gift Card codes and redemption information, and shall inform End Users of the risks of Gift Card fraud where appropriate. Additional security guidance may be found on the GIFQ website or the relevant Supplier's website.

13.9. The Customer shall indemnify, defend, and hold harmless GIFQ and its officers, directors, employees, agents, and affiliates from and against all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees and disbursements) arising from or in connection with: (a) the Customer's use of the Platform and Gift Cards; (b) the Customer's breach of these Terms or any representation or warranty made hereunder; (c) any claims by End Users, recipients, or third parties arising from the Customer's distribution, use, or handling of Gift Cards; (d) the Customer's failure to comply with applicable laws, regulations, or industry codes of conduct in any jurisdiction in which the Customer operates; and (e) any misrepresentation, misleading statement, or fraudulent act by the Customer or its personnel. This indemnification obligation shall survive termination of these Terms and is without prejudice to any specific indemnity obligations set out elsewhere in these Terms.

13.10. Indemnification Procedure. In respect of any claim subject to indemnification under the Customer's indemnification obligations: (a) GIFQ shall promptly notify the Customer in writing of any claim or threatened claim; (b) the Customer shall, at its own cost, have conduct of the defence and settlement of such claim, provided that the Customer shall not settle any claim without GIFQ's prior written consent (such consent not to be unreasonably withheld or delayed) where the settlement would impose any obligation or liability on GIFQ; (c) GIFQ shall provide the Customer with reasonable cooperation and assistance in the defence of any such claim, at the Customer's cost; and (d) GIFQ reserves the right to participate in the defence of any claim at its own cost with counsel of its own choosing. The Customer's indemnification obligations shall extend to any regulatory fines, penalties, or enforcement actions imposed on GIFQ as a result of the Customer's breach of applicable laws or these Terms.

14.1. Intellectual Property Rights in and to the Platform, including the software, design, content, trade marks, and documentation, are and shall remain the exclusive property of GIFQ, Suppliers or its licensors.

14.2. GIFQ grants the Customer a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the purposes contemplated by these Terms. This licence does not grant the Customer any ownership or other proprietary rights in the Platform.

14.3. The Customer shall not:

   (a) copy, modify, adapt, translate, or create derivative works of the Platform or any part thereof;

   (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform;

   (c) remove, alter, or obscure any proprietary or copyright notices, trade marks, or other intellectual property markings on the Platform;

   (d) use GIFQ's trade marks, logos, or brand elements without GIFQ's prior written consent;

   (e) use the Platform to develop a competing product or service; or

   (f) sublicense, lease, or otherwise make the Platform or any part thereof available to any third party, except as expressly permitted by these Terms.

14.4. Third-Party Trade Marks and Brand Disclaimers

   (a) All brand names, logos, trade marks, and trade names appearing on the Platform or on Gift Card products are the property of their respective owners. Nothing in these Terms or on the Platform shall be construed as granting the Customer or any End User any right, licence, or interest in or to any third-party trade mark or brand displayed on the Platform.

   (b) GIFQ is not affiliated with, endorsed by, or sponsored by any Gift Card brand owner, issuer, or Supplier unless expressly stated otherwise on the Platform. The appearance of third-party brands on the Platform does not imply any partnership, endorsement, sponsorship, or agency relationship between GIFQ and the relevant brand owner.

   (c) Gift Card products available through the Platform are sourced from authorised distribution channels. GIFQ does not warrant or guarantee the authenticity, validity, or merchantability of any Gift Card product beyond the extent to which such matters are within GIFQ's reasonable control.

   (d) Each Gift Card product is subject to the terms and conditions, validity periods, and usage restrictions imposed by the issuing brand, Supplier, or card programme operator. The Customer acknowledges and agrees that:

      (i) GIFQ has no control over and accepts no responsibility for the terms and conditions, restrictions, expiry policies, or changes thereto imposed by any Gift Card brand owner, issuer, or Supplier;

      (ii) it is the responsibility of the Customer (and, where applicable, the End User) to review the applicable brand terms and conditions before selecting a Gift Card product; and

      (iii) GIFQ shall not be liable for any loss, claim, or complaint arising from a Gift Card brand owner's or issuer's terms and conditions, restrictions, or policies, including any change, withdrawal, or limitation of the goods or services redeemable through a Gift Card.

15.1. GIFQ and the Customer shall each:

   (a) keep the other's Confidential Information strictly confidential;

   (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing party;

   (c) use Confidential Information only for the purposes of exercising its rights or performing its obligations under these Terms; and

   (d) take at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

15.2. The obligations in this Clause shall not apply to information that:

   (a) is or becomes publicly available through no fault of the receiving party;

   (b) was lawfully in the receiving party's possession before disclosure, as evidenced by the receiving party's records;

   (c) was independently developed by the receiving party without reference to or use of the disclosing party's Confidential Information; or

   (d) is lawfully received from a third party without any obligation of confidentiality.

15.3. A party may disclose the other party's Confidential Information to the extent required by law, regulation, or court order, provided that the disclosing party:

   (a) gives the other party prompt written notice of the requirement (to the extent legally permitted);

   (b) discloses only the minimum information necessary to comply with the requirement; and

   (c) cooperates with the other party in seeking confidential treatment or a protective order.

15.4. The confidentiality obligations under this Clause shall survive termination of these Terms for a period of three (3) years.

16.1. For the purposes of this Clause, a "force majeure event" means any event beyond the reasonable control of the affected party, including but not limited to: acts of God, natural disasters, epidemics, pandemics, war, armed conflict, terrorism, civil unrest, sabotage, governmental actions or sanctions, embargoes, changes in law or regulation, failure of telecommunications or power supply, cyberattacks, strikes or industrial disputes (other than involving the affected party's own workforce), fire, flood, earthquake, or the failure of third-party infrastructure or service providers.

16.2. Neither GIFQ nor the Customer shall be liable for any failure or delay in the performance of its obligations under these Terms to the extent that such failure or delay is caused by a force majeure event, provided that the affected party:

   (a) promptly notifies the other party of the nature and expected duration of the force majeure event;

   (b) uses all reasonable endeavours to mitigate the effects of the force majeure event; and

   (c) resumes performance without delay upon cessation of the force majeure event.

16.3. If a force majeure event continues for a period exceeding ninety (90) consecutive calendar days, either GIFQ or the Customer may terminate these Terms by written notice, without liability to the other (other than in respect of obligations accrued before the force majeure event).

16.4. For the avoidance of doubt, a force majeure event shall not relieve the Customer of its obligation to pay any amounts due under these Terms that accrued prior to the occurrence of the force majeure event.

17.1. GIFQ reserves the right to amend, modify, or update these Terms at any time in its sole discretion.

17.2. Amendments to these Terms shall take effect upon publication of the amended Terms on the Platform. GIFQ shall publish the amended Terms on the Platform with the revised "Last Updated" date. All purchases made by the Customer after the amended Terms are posted on the Platform shall be subject to the amended Terms.

17.3. The Customer's continued use of the Platform after the amended Terms are posted shall constitute the Customer's acceptance of such amendments. If the Customer does not agree to the amended Terms, the Customer must cease all use of the Platform.

18.1. These Terms shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict of laws provisions.

18.2. Any dispute arising out of or in connection with these Terms, including any question regarding the existence, validity, or termination of these Terms, shall be submitted to the exclusive jurisdiction of the courts of the Republic of Estonia, sitting in Tallinn.

18.3. Before commencing formal legal proceedings, the parties shall attempt to resolve any dispute through good-faith negotiation for a period of not less than thirty (30) calendar days from the date of written notice of the dispute.

18.4. Nothing in this Clause shall prevent either GIFQ or the Customer from seeking injunctive or other equitable relief from any court of competent jurisdiction where necessary to protect its rights or interests.

19.1. GIFQ reserves the right to develop, improve, modify, or discontinue any feature, function, or aspect of the Platform or the Platform Services at any time, with or without prior notice. GIFQ shall not be liable for any loss or inconvenience arising from any such modification, development, or discontinuance.

19.2. Platform Availability and Maintenance. The Platform is provided on an "as available" basis. GIFQ does not guarantee uninterrupted, error-free, or continuous access to the Platform. GIFQ may from time to time perform scheduled maintenance on the Platform, during which the Platform or certain Platform Services may be temporarily unavailable. GIFQ shall use reasonable endeavours to provide advance notice of scheduled maintenance and to minimise disruption to the Customer. GIFQ may also perform emergency or unscheduled maintenance at any time without prior notice where GIFQ considers it necessary to address security vulnerabilities, system failures, or other urgent technical issues. GIFQ shall not be liable for any loss, damage, or inconvenience arising from the temporary unavailability of the Platform during any period of scheduled or unscheduled maintenance.

20.1. Where GIFQ provides the Customer with access to the Platform through the API, such access is subject to these Terms and any supplementary API documentation published by GIFQ from time to time. The Customer shall: (a) keep all API credentials, keys, and tokens confidential and secure, and not share them with any unauthorised third party; (b) comply with all applicable rate limits, usage policies, and technical specifications set out in the API documentation; (c) use the API solely for the purpose of integrating with the Platform Services in accordance with these Terms; (d) not attempt to circumvent, disable, or interfere with any API security mechanisms, rate limits, or access controls; (e) promptly notify GIFQ of any suspected or actual compromise of API credentials; (f) rotate API keys at regular intervals in accordance with good security practice, and immediately revoke any API key that has been or may have been compromised; (g) not reverse engineer, decompile, disassemble, or attempt to derive the source code of the API; and (h) not repackage, resell, sublicense, or otherwise redistribute the API or any data obtained through it.

20.2. GIFQ reserves the right to revoke, suspend, or restrict the Customer's API access at any time, with or without notice, where GIFQ reasonably considers that the Customer's use of the API poses a security risk, exceeds reasonable usage levels, or otherwise breaches these Terms. GIFQ does not guarantee the availability, performance, or uninterrupted operation of the API, and shall not be liable for any loss or damage arising from API downtime, latency, or changes to the API.

20.3. GIFQ shall not be liable for any loss or damage arising from the Customer's failure to secure its API credentials or its breach of any of the obligations in this Clause.

21.1. Severability. If any provision or part-provision of these Terms is or becomes invalid, illegal, or unenforceable, it shall be deemed severed from these Terms and shall not affect the validity and enforceability of the remaining provisions. GIFQ and the Customer shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic, business, and legal objectives of the invalid provision.

21.2. Assignment. The Customer may not assign, transfer, or delegate any of its rights or obligations under these Terms without the prior written consent of GIFQ. GIFQ may assign its rights and obligations under these Terms to any affiliate or to any successor in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets, upon written notice to the Customer.

21.3. Notices. All notices required or permitted under these Terms shall be in writing and shall be deemed duly given when:

   (a) sent by email to the other party's registered email address; and

   (b) deemed received on the next Business Day following the date of sending, unless the sender receives a delivery failure notification.

21.4. Waiver. No failure or delay by GIFQ or the Customer in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof. A waiver of any right on one occasion shall not be construed as a waiver of that right on any subsequent occasion. Any waiver must be in writing and signed by the waiving party to be effective.

21.5. Relationship of the Parties. Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between GIFQ and the Customer. Neither GIFQ nor the Customer has the authority to bind the other or to incur any obligation on its behalf.

21.6. Cumulative Remedies. The rights and remedies provided under these Terms are cumulative and not exclusive of any rights or remedies provided by law.

21.7. Language. These Terms are drawn up in the English language. Where these Terms are made available in any language other than English, the English language version shall prevail in the event of any inconsistency, discrepancy, or ambiguity between the English version and any translation, except where mandatory local law requires the local language version to take precedence.

21.8. Complaints. Any complaint arising in connection with the Platform or the Platform Services should be directed in writing to GIFQ at support@gifq.com or at the address published on the Platform. GIFQ shall acknowledge receipt of a complaint within five (5) Business Days and shall use reasonable endeavours to investigate and respond to the complaint within thirty (30) calendar days. If the Customer is not satisfied with GIFQ's response, the Customer may submit a formal written complaint setting out the nature of the complaint, the outcome sought, and any supporting evidence. Nothing in this Clause limits the Customer's right to pursue any remedy available under the Governing Law and Disputes Clause.

21.9. Application. By accessing, registering for an Account, or placing an order through the Platform, the Customer acknowledges that it has read, understood, and agrees to be bound by these Terms in their entirety. Where GIFQ and the Customer enter into a separate written agreement, these Terms shall apply to the extent that they do not conflict with the provisions of such individually negotiated agreement. In the event of any conflict between these Terms and such separate written agreement, the separate agreement shall prevail to the extent of the inconsistency.

21.10. Electronic Communications. The Customer agrees that all communications, agreements, disclosures, notices, and other records provided by GIFQ through the Platform or by email satisfy any legal requirement that such communications be in writing. The Customer consents to the electronic delivery of all notices, documents, and records in connection with these Terms. Transactions conducted through the Platform, including Gift Card purchases, Balance top-ups, and distributions through the Payout Module, shall have the same legal force and effect as if executed in paper form with original signatures.

21.11. For any questions or notices relating to these Terms, the Customer may contact GIFQ at: support@gifq.com or at the address published on the Platform.