Terms and Conditions - English Version
- dtshop.docs
Last Updated Sep 13, 2023
Note: DT One Legal Entity Name depends on country of customer country of residence
DT One User Agreement
DT One offers a service (the "Service") that allows businesses and individuals to access and resell a range of prepaid products from a single account ("DT One Account"). This User Agreement ("Agreement") is a legal agreement between you and DT One Legal Entity Name ("DT One", “we,” “us,” or “our”) that governs your use of the Service and your DT One Account. Please read it carefully. Access to your DT One Account and your use of the Service is subject to your acceptance of all the terms & conditions contained hereinafter.
We may amend this Agreement from time to time by posting a revised version on our website. The revised version will be effective at the time we post it. If the revised agreement contains substantial changes, we will notify you by email.
DT One Service and Your DT One Account
1.1. DT One aggregates immaterial prepaid products and services from third parties and makes them available to businesses and individuals via their DT One Accounts.
1.2. DT One's main Service is to facilitate the sale of closed loop, digital value transfers such as prepaid mobile airtime top-ups, data bundles and digital gift vouchers that cannot be cashed out for cash or currency. Using your DT One Account, you can add credit to prepaid mobile phones in your country or abroad on behalf of your customers without having to hold physical inventory or stock.Airtime
2.1. Airtime refers to the value credited to a mobile subscriber's prepaid account. The recipient of this airtime may use it according to their respective operator's Terms and Conditions. In most cases, airtime credits may only be used for domestic and international calls, to send text message, or to purchase mobile content.
2.2. Airtime credit has a limited validity period, which can vary from operator to operator and on the product that is sold.
2.3. The net amount received by a recipient of an airtime top-up may deviate from the product's face value because of the applicability of taxes in the country it is received in.Other Types of Products
3.1. From time to time, DT One may remove or add to the list of products or services it allows DT One Account holders to sell. New products and services will be clearly communicated to you through your DT One Account and added into your list.
3.2. If you do not want the products or services with a connected operator, you can remove them from the “Manage Products” tab in your DT One Account, otherwise you shall be deemed to have accepted to open such products and services with all connected operators following the communication.Value Added Tax ("VAT") Certificate
4.1. You are required to provide a VAT Certificate as proof of VAT registration for the purpose of reverse charge mechanism, otherwise the prevailing VAT tax rate will be charged on the invoice.Eligibility for Use
5.1. Both individuals and businesses may register for a DT One Account. In either case, you must provide us with accurate information about yourself and/or your business. You can only sign-up to use the Service on behalf of a legally recognized business if you are authorized to act on behalf of the business and have the authority to bind the business to this Agreement.Unauthorized or Illegal Use
6.1. We may decide to suspend your account or restrict your ability to use our Service if we believe that your DT One Account has been used for any illegal or criminal purposes. If we reasonably suspect this may be the case, you authorize us to share information about you and any transactions conducted through your DT One Account with law enforcement authorities if they request it.Adding Credit to Your DT One Account
7.1. Your DT One Account functions on a prepaid basis. This means that you must have enough credit available in your DT One Account in order to provide the DT One Service to your customers. It's your responsibility to ensure your DT One Account Balance has enough credit to cover the costs of the products or services you sell using your DT One Account.
7.2. To add credit to your DT One Account, follow directions on your DT One Account home page ("Add Credit"). You agree to bear all costs, including bank charges, resulting from payment transfers. The amount credited to your account will be net of all costs incurred by DT One.
7.3. Credit added to your DT One Account can only be used to purchase products and services available on your DT One Account. You agree that deposits made to your DT One Account are final and cannot be returned to you except in accordance with clause 28 of this Agreement.
7.4. Once your payment to us has been received, it can take up to five (5) working days to credit your account.Cost of Products and Services
8.1. DT One will charge you a wholesale price for each product you sell to your customers through your DT One Account. Your DT One Account Balance will be debited by the wholesale price for a given product every time you sell this product through your DT One Account. For a list of wholesale prices, refer to “Manage Products” tab in your DT One Account.
8.2. We reserve the right to change the price we charge you for the products we offer.Service & Maintenance Fee
9.1. The usage of the DT One platform is subject to a monthly service and maintenance fee, which shall be USD 30 or its equivalent in local currency, per calendar month to cover access and maintenance of the Company’s account with DT One. Such fee applies after the first full calendar month of the Services. Such fee may be waived for active accounts at sole discretion of DT One. The Company’s account is deemed active when at least one (1) successful Airtime Credit transfer transaction is conducted within the calendar month.Retail Prices
10.1. By default, all products and services available on your DT One Account carry a retail price we consider fair and in line with the market. The retail price is the amount that your customer must pay you for the service offered to them through your DT One Account.
10.2. You may customize retail prices directly from your DT One Account under the "Manage Products" tab. You agree to charge your customers a reasonable amount for the products and services you sell them using your DT One Account. You agree not to hold us responsible for complaints you may receive from your customers due to excessive retail prices.
10.3. In some cases, we may, for legal or commercial reasons, limit the amount you may charge for a given product or service. In these cases, your DT One Account will not allow you to customize retail prices for those products or services.Reports
11.1. You may access a full list of transactions conducted through your DT One Account by clicking on the "Reports" tab. DT One agrees to keep records of your transactions for a period of at least 5 years.Use of the API
12.1. Your DT One Account contains information on how to use our Application Programming Interface (API). This API allows you to access our Service using your own application. We take no responsibility for the nature and content of your application.Use of the Referral Program
13.1. The Referral Program allows you to refer other merchants to the DT One Service in exchange for a commission, calculated as a fixed percentage of gross sales generated by the referred merchant for DT One. Using the referral program is a way for merchants to build their own reseller network and make more revenue in the process.
13.2. The exact percentage of the commission may change from time to time. The referral program is to be used strictly for the purpose of inviting external entities with separate legal and commercial ties from you to benefit from the DT One Service. In no instance shall you attempt to invite yourself, a business associate, or close family member using the referral program. Any party found in breach of the referral program conditions will be closed and your accrued balance will be forfeited.Agent Functionality
14.1. The DT One platform allows you to appoint agents as your re-sellers and earn a Commission (as defined in Schedule 2) for the sales made to your agents. Your use of the DT One platform's agent functionality is subject to the terms and conditions attached hereto as Schedule 2, which terms and conditions are incorporated into, and form part, of this Agreement.
14.2. If you have been appointed as an agent by the holder of a DT One Account, your use of the DT One platform as an agent is subject to the terms and conditions attached hereto as Schedule 3, which terms and conditions are incorporated into, and form part of, this Agreement.
14.3. If you have been appointed as a sub-agent by an agent as described in Clause 14.2, your use of the DT One platform as an agent is subject to the terms and conditions attached hereto as Schedule 4, which terms and conditions are incorporated into, and form part of, this Agreement.
14.4. DT One reserves the right, in its sole discretion, to enable or disable the agent functionality at any time.Failures and Outages
15.1. You acknowledge that the DT One Service is dependent on a large network of service providers that are not under DT One's control, e.g. the Internet service provider. From time to time, these providers may fail to provide its services to DT One.
15.2. You acknowledge that DT One will not be liable for any outages of the Service due to a service interruption caused by any of these DT One's providers.Customer Service and Disputes
16.1. You are responsible for providing customer service support for your customers. Each transaction conducted using your DT One Account contains a unique identifier (ID), which allows you to track the status of a given transaction in “Reports” tab in your DT One Account.
16.2. In case of disputes, or when “Reports” tab in your DT One Account provides insufficient information about a given transaction, contact us through the Support Centre and include all details of the disputed transaction and any information reasonably necessary to investigate the claim, including your DT One Account username, transaction ID, and the date of the disputed transaction.
16.3. Unless otherwise required by law, an action by you relating to a dispute must commence within five (5) days after the cause of the action accrues.
16.4. DT One's records will serve as final and conclusive evidence of the status of transaction.Force Majeure
17.1. We will not be liable for delays in performing our obligations, or failure to perform any such obligations under this Agreement, if the delay or failure results from circumstances beyond our control, including but not limited to, an Act of God, governmental act, fire, explosion, war, armed conflict of civil commotion.Taxes
18.1. You are solely responsible for any tax liability you may incur as a result of your use of the DT One Account.Security
19.1. We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure.Confidentiality
20.1. We hereby undertake to keep confidential all information you share with us through your DT One Account and to use this information solely for the purpose of performing our obligations per the terms of this Agreement.Privacy
21.1. By using the Service, you may receive personal information including mobile phone numbers or account numbers or personal information about your customers or others. You agree to keep such information confidential, only in connection with the Service and in compliance with applicable data protection laws. You may not use this information for marketing purposes or disclose any such information to a third party unless you receive the express consent of your customer or the individual whose personal data you process.
21.2. In the course of offering and rendering the Service, we may collect and process personal information about users of the DT One Account. Information on why and how we process the personal data of the individuals (Privacy Notice) is attached hereto as Schedule 1.Intellectual Property
22.1. You agree not to use DT One's or DT One service and product suppliers' logos, trademarks, or any derivative thereof, in any fraudulent or misleading manner. You also agree not to infringe upon the intellectual property of others through your use of your DT One Account.Dormant Accounts
23.1. If there is no activity on your DT One Account for a period of 12 months, or if your available balance is not sufficient to cover the monthly Service & Maintenance Fee, we will suspend your DT One Account and notify you by email to your registered address and give you the option of keeping your DT One Account open by adding credit to your DT One Account. If you do not respond within thirty (30) days, we will automatically close your DT One Account. Any remaining credit on your DT One Account balance will be forfeited.Credentials
24.1. You are responsible for maintaining the confidentiality and security of your DT One Account credentials and may not disclose your credentials to any third party. You are responsible and liable for activities conducted through your DT One Account and must immediately notify DT One if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised.Termination
25.1. We may terminate this Agreement at any time without liability and without providing any reason, by giving you at least fifteen (15) days’ prior notice.Closure or Suspension of Your DT One Account by DT One
26.1. We may close, suspend, or restrict your access to your DT One Account at any time and without any prior warning if you violate any of the terms of this Agreement or if we are required to do so to ensure compliance with regulatory or law enforcement authorities.Closing DT One Account
27.1. You may close your DT One Account at any time by contacting DT One through your DT One Account by clicking on Contact Us.Refund of remaining balance upon closure
28.1. We will partially return your remaining balance if you decide to close your DT One Account due to highly degraded service on our network, defined as a complete outage of our Service lasting more than three (3) consecutive days.
28.2. To request a refund, send a formal refund request by mail to:
Fixed & Mobile Pte Ltd
Attn: Refunds
#1 Raffles Place, #28-61 One Raffles Place
Tower 2
Singapore 048616
28.3. All refund requests must include your name, DT One Account name, and bank account information, as well as justification for refund.
28.4. An administrative fee, the highest of $100 or your remaining balance amount, will be charged to your DT One Account. Your remaining balance will be sent to the bank account you provide us at the time you requested your refund.
Effect of Closure
29.1. We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any closure of your DT One Account or suspension of the Service. Suspension or closure of your DT One Account does not relieve you of any obligations to pay any fees or costs accrued prior to the closure and any other amounts owed by you to DT One as provided in this Agreement.Limitation of Liability
30.1. Except as otherwise expressly stated in this Agreement, in no event shall either party be liable to the other party or any other third party for exemplary, incidental, indirect, special, punitive or consequential damages of any kind, including without limitation loss of profit, loss of use, savings or revenue, arising out of this Agreement.
30.2. The exclusions and limitations described above shall not apply where mandatory laws do not allow such exclusions or require higher limits. In such circumstances the minimum limits prescribed by law shall apply.Legal Expenses
31.1. Each party shall be liable for their own legal expenses.Governing Law
32.1. This Agreement shall be governed by and construed in accordance with the laws of Singapore.
SCHEDULE 1 – PRIVACY NOTICE FOR DT ONE ACCOUNT USER
The protection of privacy and personal data is very important for DT One.
DT One is the controller of the personal data given to us in connection with using the DT One Account and you can contact us at our registered office at #1 Raffles Place, #28-61 One Raffles Place Tower 2 Singapore 048616 or by sending us an e-mail to privacy@dtone.com.
Your personal data is processed for the following purposes: (i) to perform the DT One User Agreement (“Agreement”), take action before its conclusion or to respond to an inquiry related to our business activity; (ii) to set up your DT One Account; (iii) the performance of legal obligations resulting from, inter alia, the regulations related to accounting and tax; (iv) exercising legitimate interests of DT One, including correspondence, direct marketing of own products and Services, ensuring the security of our headquarters, network and information, internal reporting within the DT One group companies. Where legally required we will collect a separate consent for sending you marketing communications. By consenting to receiving marketing communications you also consent to DT One tracking email open rates and other metrics related to the emails sent to you. You should unsubscribe if you wish to cease receiving direct marketing communications or having your email metrics tracked.
For the above listed purposes, we process the following personal data on your DT One Account: username, login details including password, email address, list of transactions conducted through your DT One Account, bank account information.
Your personal data may be accessed by other entities which perform services on our behalf and due to our global presence, your personal data may be transferred to recipients outside the country in which they were collected. The transfer of data outside the country in which they were collected takes place with ensuring adequate level of personal data protection and with ensuring appropriate safeguards. We may also share your personal data with law enforcement authorities if they request it and we are legally obliged to provide them.
DT One will keep your personal data for as long as it is necessary with regard to the above listed purposes, i.e. for the duration of the business relationship (for the duration of the Agreement and/or disputes related to the Agreement) and afterwards for the time resulting from provisions of law related to the storage of accounting documentation and the time associated with the limitation of any possible claims.
We may collect your data from you directly or from the company you represent in order to set up your DT One account. Processing of your personal data is necessary for maintaining business relationship between your company and DT One and/or answering any queries.
To the extent determined by applicable law, you may have a number of rights in respect of your personal data, such as the right to access, rectify or erase your personal data, to object the processing, to restrict the processing of your personal data or the right to data portability. In order to exercise these rights, to obtain to a copy of safeguards in the case of personal data transfer or to gain other information, please contact us at privacy@dtone.com.
You also have the right to lodge a complaint with the data protection supervisory authority.
SCHEDULE 2 – AGENT PLATFORM TERMS & CONDITIONS – DT ONE CUSTOMER
THESE TERMS AND CONDITIONS (“T&C’S”) APPLY TO YOUR USE OF THE DT ONE PLATFORM’S AGENT FUNCTIONALITY. PLEASE IGNORE THESE T&C’S IF YOU DO NOT USE THIS FUNCTIONALITY.
DT ONE CUSTOMER
“Agent Terms & Conditions – DT One Customer” applies to your use of DT One’s platform agent functionality if you register Agents underneath your DT One Account. Except as otherwise stated in these T&C’s the terms and conditions of the Agreement shall govern your use of the DT One platform.
Overview
You (“DT One Customer”) may add sub-accounts (“Agent(s)”) under your DT One Account by using the “Agent” Tab. Your Agents may also add sub-agents under their DT One Account(s) (“Sub-Agent(s)”). You are entitled to a Commission (as defined below) for the sales made to your Agents. The commission you earn is the difference between the wholesale price DT One charges you and the wholesale price that you charge to your Agent(s)(“Commission”).
You may terminate an Agent’s access to the DT One platform at any time through your DT One Account. Upon termination, your Agent’s remaining credit will be transferred back to your DT One Account. You are responsible for contracting with your Agents in order to settle any amounts that may be due and owing between you and your Agents. Any dispute which relates to amounts or transactions between you and the Agent shall be resolved directly between you and the Agent. You shall not seek to join DT One as a party to any claim, action or proceeding arising out of such a dispute.
Adding Credit to Your Agents’ and/or Sub-Agents’ DT One Account(s)
Your Agents’ and Sub-Agents’ DT One Account(s) function on a prepaid basis. Agents and Sub-Agents cannot add credit to their own accounts. This means that in order for your Agents’ and Sub-Agents’ DT One Account(s) to function you must add credit to their DT One Account(s).
You may add credit to your Agents’ and/or Sub-Agents’ DT One Account(s) by transferring funds under the “My Wallet” tab in your DT One Account. Your Agents and/or Sub-Agents may also request credit via your Agents’ and/or Sub-Agents’ DT One Account(s). You may accept or deny an Agent’s or Sub-Agent’s request for credit. For the avoidance of doubt, your Agent(s) are responsible for funding their Sub-Agents’ DT One Account(s) subsequent to your funding your Agents’ DT One Account(s).
Pricing & Commissions
You have full control over the product and price list available to your Agents, including determining the wholesale pricing that you charge to your Agents. DT One will credit the Commissions earned by you for your Agents’ and Sub-Agents’ transactions to your DT One Account. Notwithstanding the foregoing, you are solely responsible for recovering the principal credit transferred by you to your Agents’ and Sub-Agents’ DT One Account(s). For the avoidance of doubt, DT One is not responsible for remitting the credit transferred by you to your Agents’ and/or Sub-Agents’ DT One Account(s).
Reports
You may access a full list of transactions conducted by your Agents and Sub-Agents by clicking on the "Reports" tab. DT One agrees to keep records of your Agents’ and Sub-Agents’ transactions for a period of at least 5 years.
Flow Down of T’s & C’s, Agent Actions & Indemnification
You are responsible to flow down the terms and conditions between you and DT One to your Agents and therefore You are responsible for your Agents’ and Sub-Agents’ actions and inactions. As such, you shall fully indemnify, keep indemnified, defend and hold harmless DT One, its parent companies, subsidiaries, directors, officers, representatives and employees from and against any and all liabilities, losses, fines, charges, damages, actions, claims, costs or expenses (including, but not limited to, legal fees actually incurred), disbursements and costs of investigation, litigation, settlement, judgment, appeal, interest and penalties, incurred by the relevant indemnified party that arise out of or relate to: (1) your Agents’ and/or Sub-Agents’ negligence or wilful misconduct or the negligence or wilful misconduct of Agents’ affiliates, agents, contractors, subcontractors, or vendors; (2) your Agents’ or Sub-Agents’ breach of any provision, representation or covenant of the Agreement or relevant schedules, including any violation of relevant data protection laws; (3) your, your Agents’ and/or Sub-Agents’ breach of these T&C’s or the Agreement; and/or (4) any dispute between you and your Agents and/or Sub-Agents.
Data Privacy
You agree to comply with all applicable data privacy laws in using the DT One platform’s agent functionality, including, but not limited to your processing of your Agents’ and/or Sub-Agents’ personal information.
Disclaimer
You acknowledge and understand that DT One has no control over Agents or Sub-Agents creating their own DT One Account directly with DT One or otherwise contracting with any other party in order to access DT One’s products.
No Agency Relationship
The Parties are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor franchisee relationship is intended or created by this Agreement. Neither Party shall make any warranties or representations on behalf of the other Party. In no event shall you be considered an agent acting on behalf of DT One.
Order of Precedence
In the event of a conflict or inconsistency between these T&C’s and the Agreement, the terms and conditions of these T&Cs shall prevail to the extent of any such inconsistency.
SCHEDULE 3 – AGENT PLATFORM TERMS & CONDITIONS - AGENTS
THESE TERMS AND CONDITIONS (“T&C’S”) APPLY TO YOUR USE OF THE DT ONE PLATFORM IF YOU ARE INVITED TO USE DT ONE’S PLATFORM BY THE DT ONE CUSTOMER OR IF YOU REGISTER SUB-AGENTS BENEATH YOUR ACCOUNT. PLEASE IGNORE THESE T&C’S IF YOU WERE INVITED TO USE DT ONE’S PLATFROM DIRECTLY BY DT ONE.
AGENT ACCOUNTS
“Agent Terms & Conditions - Agents” applies to your use of DT One’s platform if you are invited to use DT One’s platform by the DT One Customer or if you otherwise register Sub-Agent’s beneath your Account. Except as otherwise stated in these T&C’s the terms and conditions of the Agreement shall govern your use of the DT One platform.
Overview
You understand and acknowledge that the DT One customer (“DT One Customer”) has invited you to access the DT One platform. You acknowledge that your access to the DT One platform may be terminated by the DT One Customer at any time. You are responsible for contracting with the DT One Customer and/or your Sub-Agent(s) in order to settle any amounts that may be due and owing between you and the DT One Customer. Any dispute which relates to such amounts or any transactions between you and the DT One Customer shall be resolved directly between you and the DT One Customer. You shall not seek to join DT One as a party to any claim, action or proceeding arising out of such a dispute.
Adding Sub-Agents
You may add sub-accounts (“Sub-Agent(s)”) under your DT One Account by using the “Agent” Tab (“Agent”). You are entitled to a Commission (as defined below) for the sales made to your Sub-Agents. The commission you earn is the difference between the wholesale price the DT One Customer charges you and the wholesale price that you charge to your Sub-Agent(s)(“Commission”).
You may terminate a Sub-Agent’s access to the DT One platform at any time through your DT One Account. Upon termination, your Sub-Agent’s remaining credit will be transferred back to your DT One Account. You are responsible for contracting with your Sub-Agents in order to settle any amounts that may be due and owing between you and your Sub-Agents. Any dispute which relates to the amounts or transactions between you and the Sub-Agent shall be resolved directly between you and the Sub-Agent. You shall not seek to join DT One as a party to any claim, action or proceeding arising out of such a dispute.
DT One reserves the right to enable or disable your ability to add or terminate Sub-Agents.
Adding Credit to your DT One Account
You may not add credit to your DT One Account or your Sub-Agents’ DT One Account(s). This means only the DT One Customer may add credit to you and your Sub-Agents’ DT One Account(s). You may request credit from the DT One Customer through your DT One Account. Likewise, Sub-Agents may request credit from the DT One Customer via their DT One Account(s). The DT One Customer will credit your DT One Account and then you may subsequently credit your Sub-Agents’ DT One Account(s). You understand and acknowledge that the DT One Customer retains the discretion to accept or deny you and/or your Sub-Agents’ request(s) for credit.
DT One is not responsible for ensuring the amount(s) requested from the DT One Customer corresponds to the amount(s) credited to your DT One Account.
Wholesale Prices & Retail Prices
The DT One Customer determines the wholesale pricing of the products charged to you through the DT One platform. You determine the wholesale pricing of the products charged to your Sub-Agents. The DT One Customer may determine the retail pricing of the products transacted through your DT One Account.
Pricing & Commissions
You have full control over the product and price list available to your Sub-Agents, including determining the wholesale pricing that you charge to your Sub-Agents. DT One will credit the Commissions earned by you for your Sub-Agent’s transactions to your DT One Account. Notwithstanding the foregoing, you are solely responsible for recovering the principal credit transferred by you to your Sub-Agents’ DT One Account(s). For the avoidance of doubt, DT One is not responsible for remitting the credit transferred by you to your Sub-Agents’ DT One Account(s).
Effect of Closure
You may not close your DT One Account. Only the DT One Customer may close your DT One Account. Upon the closure of your DT One Account all credit in your DT One Account will be transferred back to the DT One Customer. You may not request the return or refund of credit from DT One.
Disclaimer
You understand and acknowledge that your DT One Account’s functionalities may differ from the DT One Customer’s functionalities. The applicable terms and conditions of this Schedule 3 will govern Sub-Agents’ use of the DT One platform where such Sub-Agents add additional sub-agents beneath their DT One Account(s).
Indemnification
You agree to indemnify, defend and hold harmless DT One, its parents, subsidiaries, directors, officers and employees from and against any and all liabilities, losses, damages, claims or expenses, including, but not limited to, reasonable attorneys’ fees and expenses, court costs, and such fees, expenses and costs of appeal, incurred by DT One that arise out of or relate to: (1) your and/or your Sub-Agents’ negligence or wilful misconduct or the negligence or wilful misconduct of your affiliates, agents, contractors, subcontractors, or vendors; (2) your and/or your Sub-Agents’ breach of any provision, representation or covenant of the Agreement or these T&C’s, including any violation of relevant data protection laws; and/or (3) any dispute between you and the DT One Customer and/or your Sub-Agents.
Data Privacy
You agree to comply with all applicable data privacy laws in using the DT One platform’s agent functionality, including, but not limited to your processing of your Sub-Agents’ personal information.
Disclaimer
You acknowledge and understand that DT One has no control over Sub-Agents creating their own DT One Account directly with DT One or otherwise contracting with any other party in order to access DT One’s products and/or services.
Effects of Termination
In the event your access to the DT One platform is terminated by the DT One Customer, your Sub-Agents may become the DT One Customer’s Agents, subject to DT One’s policies and procedures governing such situations in place at the time of termination. You understand and acknowledge that: (i) DT One cannot control, prohibit or otherwise prevent the DT One Customer from terminating your access to the DT One platform and (ii) DT One cannot control, prohibit or otherwise prevent Sub-Agents from becoming the DT One Customer’s Agent(s). In such instances, the applicable terms and conditions shall apply to your use of the DT One platform.
No Agency Relationship
The Parties are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor franchisee relationship is intended or created by this Agreement. Neither Party shall make any warranties or representations on behalf of the other Party. In no event shall you be considered an agent acting on behalf of DT One.
Order of Precedence
In the event of a conflict or inconsistency between these T&C’s and the Agreement, the terms and conditions of these T&Cs shall prevail to the extent of any such inconsistency.
SCHEDULE 4 – AGENT PLATFORM TERMS & CONDITIONS – SUB-AGENTS
THESE TERMS AND CONDITIONS (“T&C’S”) APPLY TO YOUR USE OF THE DT ONE PLATFORM IF YOU ARE INVITED TO USE DT ONE’S PLATFORM BY A PARTY OTHER THAN DT ONE OR THE DT ONE CUSTOMER. PLEASE IGNORE THESE T&C’S IF YOU WERE INVITED TO USE DT ONE’S PLATFROM DIRECTLY BY DT ONE OR THE DT ONE CUSTOMER.
SUB-AGENT ACCOUNTS
“Terms & Conditions – Sub-Agents” applies to your use of DT One’s platform if you are invited to use DT One’s platform by a party other than DT One or the DT One Customer. Except as otherwise stated in these T&C’s the terms and conditions of the Agreement shall govern your use of the DT One platform.
Overview
You understand and acknowledge that the Agent (as defined in Schedule 3) has invited you to access the DT One platform. You acknowledge that your access to the DT One platform may be terminated by the Agent at any time. You are responsible for contracting with the DT One Customer and/or Agent in order to settle any amounts that may be due and owing between you and the DT One Customer and/or Agent. Any dispute which relates to such amounts or any transactions between you and the DT One Customer and/or Agent shall be resolved directly between you and the DT One Customer and/or Agent. You shall not seek to join DT One as a party to any claim, action or proceeding arising out of such a dispute.
Except as otherwise permitted by DT One, you may not add sub-agents under your DT One Account.
Adding Credit to your DT One Account
You may not add credit to your DT One Account. This means only the DT One Customer and/or Agent may add credit to your DT One Account. You may request credit from the Agent through your DT One Account who may subsequently request credit from the DT One Customer. You understand and acknowledge that the DT One Customer retains the discretion to accept or deny request(s) for credit.
DT One is not responsible for ensuring the amount requested from the DT One Customer corresponds to the amounts credited to your DT One Account.
Wholesale Prices & Retail Prices
The Agent determines the wholesale pricing of the products charged to you through the DT One platform. The DT One Customer and/or the Agent may determine the retail pricing of the products transacted through your DT One Account.
Effect of Closure
You may not close your DT One Account. Only the Agent may close your DT One Account. Upon the closure of your DT One Account all credit in your DT One Account will be transferred back to the Agent. You may not request the return or refund of credit from DT One.
Disclaimer
Flow Down of T’s & C’s, Agents and Sub-Agents Actions, Indemnification
You are responsible to flow down the terms and conditions between you and DT One’s Customer to your Agents and Sub-Agents and therefore You understand and acknowledge that your DT One Account’s functionalities may differ from the DT One Customer and/or Agent account functionalities. If you add sub-agents underneath your DT One Account, then the applicable terms and conditions of Schedule 3 governing such functionality shall apply to your use of the DT One platform.
Indemnification
You agree to indemnify, defend and hold harmless DT One, its parents, subsidiaries, directors, officers and employees from and against any and all liabilities, losses, damages, claims or expenses, including, but not limited to, reasonable attorneys’ fees and expenses, court costs, and such fees, expenses and costs of appeal, incurred by DT One that arise out of or relate to: (1) your negligence or wilful misconduct or the negligence or wilful misconduct of your affiliates, agents, contractors, subcontractors, or vendors; (2) your breach of any provision, representation or covenant of the Agreement or these T&C’s, including any violation of relevant data protection laws; and/or (3) any dispute between you and the DT One Customer and/or Agent.
Agent Termination
In the event the Agent’s access to the DT One platform is terminated, you may become the DT One Customer’s Agent subject to DT One’s policies and procedures governing such situations in place at the time.
No Agency Relationship
The Parties are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor franchisee relationship is intended or created by this Agreement. Neither Party shall make any warranties or representations on behalf of the other Party. In no event shall you be considered an agent acting on behalf of DT One.
Order of Precedence
In the event of a conflict or inconsistency between these T&C’s and the Agreement, the terms and conditions of these T&Cs shall prevail to the extent of any such inconsistency.