BOGO.cash — Partner Terms & Conditions (for Partner businesses participating on the BOGO.cash platform)

 

Version: 2026-01-22

​

 

1. Preamble

 

1.1 [BOGO GROUP], a company incorporated under the laws of [ESTONIA], operates the BOGO.cash platform (including mobile application(s), website(s), and related services) (the “Platform”).

 

1.2 Businesses that join the Platform (each a “Partner” or “Partner business”) agree to be listed on the Platform and to offer exclusive benefits (“Offers”) to Platform users (“Users”). These Partner Terms & Conditions (the “Terms”) govern the relationship between the Operator and the Partner.

 

1.3 These Terms apply to Partners that have signed (i) the BOGO.cash Partner Agreement, BOGO.cash Free Membership Agreement, or any other written onboarding / founding agreement (the “Founding Agreement”). In case of conflict, the Founding Agreement prevails to the extent of the conflict.

 

 

2. Partnership

 

2.1 The Operator ensures the Partner’s placement on the Platform and establishes and manages the Partner’s profile, as defined in the Founding Agreement. In return, the Partner undertakes to offer and honor the Offers presented on the Platform.

 

2.2 Direct contractual relationship with Users. When a User redeems an Offer, the Partner enters into a direct contractual relationship with that User regarding the Offer. Users may assert claims relating to the Partner’s unjustified refusal to honor an Offer directly against the Partner. The Operator is not a party to the Partner–User transaction and does not assume contractual liability for the Partner’s performance of Offers.

Notwithstanding the foregoing, the Operator may claim damages from the Partner for breach of these Terms or the Founding Agreement, including where repeated Partner breaches cause harm to the Platform, Users, or the Operator’s reputation.

 

2.3 Parity / non-undercutting. Unless otherwise agreed in writing, the Partner shall not publicly provide an identical, equivalent, or more advantageous offer to non-Users that materially undermines the value of the Offer offered to Users (the “Parity Rule”).

This does not prevent the Partner from conducting other marketing activities, provided such activities do not replicate the Offer mechanics or materially reduce the Offer’s attractiveness. If the Partner intends to run a promotion that may conflict with the Parity Rule, it must inform the Operator in advance.

 

2.4 Branches / establishments. Unless otherwise agreed, all establishments/branches of the Partner may be included in the cooperation. Each branch may have its own profile and may be subject to distinct Offer settings, if specified in the Founding Agreement.

 

 

3. Partner Profile

 

3.1 Unless individually agreed otherwise, the Operator determines the presentation of the Partner on the Platform, including photographs and other visual elements (the “Profile Content”). A Partner profile typically includes name, location, opening hours, contact details, and (where applicable) a link to the Partner’s website, reservation system, or menu, and other information set out in the Founding Agreement.

 

3.2 The Partner must provide all information necessary to create and maintain the profile. If the Partner does not provide required information, listing on the Platform may be delayed or not possible.

 

3.3 The Operator will make reasonable efforts to ensure appropriate quality of Profile Content, but is not responsible for defects not caused by the Operator’s fault. Temporary unavailability of the Platform does not entitle the Partner to compensation.

 

3.4 The Operator may announce and promote the cooperation with the Partner and/or Partner Offers at its discretion (including on its websites, social media, press materials, and via third-party marketing), unless expressly agreed otherwise in writing.

 

3.5 The Partner must promptly inform the Operator of any changes impacting the accuracy of the profile, including contact details, opening hours, temporary closures, permanent closures, branch openings, renovations, or any information included in the Founding Agreement or displayed on the Platform. The Operator is not responsible for misleading information resulting from the Partner’s failure to notify updates. Any disputes with third parties arising from Partner-provided inaccuracies remain the Partner’s sole responsibility.

 

3.6 Categories. The Partner must select the applicable category for (i) each branch and (ii) each Offer from the predefined categories provided by the Operator. If the Operator determines that a category is underrepresented or causes user confusion, the Operator may merge, rename, or re-map categories for Platform consistency.

 

 

4. Offers

 

4.1 Offers are exclusive benefits offered to Users via the Platform, redeemable subject to the conditions shown in the Platform and the binding redemption rules described in onboarding/training materials.

 

4.2 Unless otherwise stated in the Founding Agreement, each Partner may offer up to two (2) different Offers on the Platform. Partners with multiple branches may offer different Offers per branch if supported by the Platform configuration and agreed in writing.

 

4.3 Changing Offers. The Partner may request changes to an Offer by contacting business@bogo.cash. Upon receipt of a complete request, the Operator will implement the change within ten (10) business days, unless technical constraints require more time. The Operator reserves the right to reject any proposed Offer change that would contradict the Platform’s concept, user expectations, or quality standards. If an Offer change request is rejected, the Partner may terminate the relationship under Clause 6.1.

 

4.4 Offer details (including Offer mechanics, limitations, redemption logic, and any branch-specific conditions) are governed by the Founding Agreement and the Offer description displayed on the Platform.

 

4.5 Redemption rules and staff training. Binding rules for how Offers must be accepted and applied are provided in onboarding and training materials supplied by the Operator to the Partner via the email address specified in the Founding Agreement.

The Partner is solely responsible for ensuring that all relevant staff (including new hires) are aware of the cooperation, understand the Offers, and apply the redemption process correctly. The Partner must ensure staff do not refuse Offers without authorization (including refusals caused by lack of awareness, internal miscommunication, or operational negligence).

If the Operator updates redemption rules, it may provide updated training materials to the Partner by email; delivery to the Partner’s registered email is sufficient notice.

 

4.6 Payments and disputes. The Operator is not involved in the Partner–User payment process and does not receive any share of the Partner’s transaction revenue unless explicitly agreed in writing. Any disputes related to the Partner’s service delivery, staff conduct, refusal to honor an Offer, reservation timing, product availability, or order discrepancies are the Partner’s responsibility. The Partner must promptly and fairly resolve issues with the User. If the problem cannot be resolved, the Partner must either honor the Offer or provide fair compensation to the User at the Partner’s cost.

 

4.7 Operational readiness. The Partner bears exclusive responsibility for any claims arising from inability to redeem an Offer due to poor internal communication, insufficient staff training, stock depletion, reservation mismanagement, or operational constraints.

 

4.8 Misuse and anti-fraud cooperation. The Partner shall cooperate reasonably with the Operator to prevent misuse of Offers (e.g., repeated redemptions contrary to rules, counterfeit claims, or abuse of redemption procedures). Specific verification steps (e.g., QR validation, user account verification, redemption confirmation flow) are defined in the training materials and/or Platform UI and may be updated over time.

 

 

5. Rights and Licenses

 

5.1 The Operator is authorized to use the Partner’s name, trademarks, and text/visual materials (e.g., photographs, videos, menus, descriptions) obtained from Partner-provided sources or publicly available Partner channels (website, social media) for the Partner’s profile and for marketing the Platform (including on the Operator’s website, social media, advertising, and through third parties), unless the Partner objects under Clause 5.6.

 

5.2 License to Partner-provided content. Content provided by the Partner (including images) is deemed licensed to the Operator on a non-exclusive, transferable (including sublicensable to service providers), worldwide, and royalty-free basis for the duration of the cooperation and for a reasonable wind-down period thereafter, for the purposes of operating and marketing the Platform. The Operator may edit and adapt such content for formatting and promotional purposes.

 

5.3 IP warranties and indemnity. The Partner warrants that (i) it owns or has the necessary rights to grant the licenses in this Clause 5, (ii) the Operator’s use of the content will not infringe third-party rights (including copyright, trademark, and personal rights), and (iii) publication without attribution (e.g., naming a photographer) is permissible where the Partner supplies such content. The Partner will indemnify the Operator for third-party claims arising from breach of these warranties, including reasonable costs and damages.

 

5.4 Operator-created content. If the Operator creates images or other profile materials for the Partner, such materials remain the property of the Operator unless agreed otherwise in writing. Upon the Partner’s written request, the Operator may grant the Partner a non-exclusive license to use such materials for the Partner’s own marketing, under terms agreed in writing.

 

5.5 Post-termination use. The Operator may retain the Partner’s profile and related content after termination for recordkeeping, transparency, and continuity (including user reviews and ratings), but Offer redemption must be disabled. The Operator will not present the Partner as “active” where technically feasible.

 

5.6 Objection / takedown. The Partner may object at any time to the use of specific materials (e.g., photographs or videos) or to publication of its profile. The Operator will remove or restrict access within a reasonable period, taking into account technical constraints (including removal from social media networks and cached placements where feasible).

 

5.7 Use of Operator branding. While the Partner remains active on the Platform, the Partner may use the Operator’s logo and “Partner” designation as provided by the Operator, solely to indicate participation in the Platform. The Operator may revoke this permission at any time. The Partner undertakes to display any physical Partner sticker/material provided by the Operator at the establishment entrance or other agreed location, if applicable.

 

 

6. Duration and Termination

 

6.1 The cooperation is concluded for an indefinite period unless the Founding Agreement states otherwise. Either party may terminate the cooperation effective at the end of a calendar month by written notice sent to the other party’s address or by email to the addresses specified in the Founding Agreement. The notice period is ten (10) days, intended to protect Users who may have reserved or planned redemptions.

 

6.2 Immediate termination for cause. The Operator may terminate immediately (without notice period) in particular where:

(a) the Partner repeatedly refuses to honor valid Offers;

(b) the Partner engages in fraud, misuse, or material misrepresentation;

(c) insolvency/bankruptcy proceedings are initiated, or the Partner becomes unable to meet obligations;

(d) the Partner suspends business activities at the establishment; or

(e) the Partner’s conduct materially harms Users, the Operator, or the Platform’s reputation.

 

6.3 Termination does not affect accrued rights, including claims for damages.

 

 

7. Changes to These Terms

 

7.1 The Operator will notify Partners of material changes to these Terms by email to the address stated in the Founding Agreement at least thirty (30) days before the effective date. If the Partner does not object in writing within that period, the changes are deemed accepted. The Partner may alternatively terminate the cooperation before the end of the notice period.

 

 

8. Final Provisions

 

8.1 Governing law. These Terms and the Founding Agreement are governed by the laws of Estonia, excluding conflict-of-law rules.

 

8.2 Courts / jurisdiction. Any dispute arising out of or in connection with these Terms and/or the Founding Agreement shall be settled before the competent courts of Estonia. Where applicable, territorial competence shall be determined under Estonian procedural law.

 

8.3 These Terms apply exclusively. Any different, conflicting, or supplementary terms of the Partner apply only if expressly accepted in writing by the Operator.

 

8.4 In case of conflict between these Terms and the Founding Agreement, the Founding Agreement prevails.

 

8.5 Amendments and addenda must be made in writing unless mandatory law provides otherwise.

 

8.6 Severability. If any provision is invalid or unenforceable, the remaining provisions remain effective. The parties shall replace the invalid provision with one that most closely achieves the intended economic and legal purpose.

 

8.7 This agreement is for the exchange of services only and does not create a partnership, joint venture, agency, employment, franchise, or corporate relationship. The term “Partner” is used solely to describe participation on the Platform.

 

8.8 The Partner represents that it is not currently subject to insolvency/bankruptcy proceedings and that no petition has been filed to initiate such proceedings, and that it is not involved in proceedings that would materially impair performance of its obligations.

 

8.9 These Terms take effect on the date of this version and replace any prior terms for the Platform, unless otherwise agreed in writing.