TERMS OF SERVICE

Esiance Inc. ("ESIANCE") has developed a platform ("Platform") to order physical or electronic gift codes in the form of ‘The EverythingCard’ ("EverythingCard" or "EC"), which can then be redeemed for gift cards from a selection of merchants.

The following are the terms and conditions for use of the Platform by an EverythingCard client ("Client").

General Definitions
  • EC Code: A unique code, with value loaded by Client, redeemable on the Platform for Gift Cards.
  • Gift Card: An electronic or physical gift card redeemable at a specific third-party merchant. The terms of each Gift Card shall vary by merchant, though generally Gift Cards do not expire or have any additional fees or usage restrictions, unless otherwise stated.
  • Merchant: A third-party retailer or service provider who has their Gift Card available as a redemption option on the Platform. The participation of any specific Merchant is not guaranteed and can be changed at any time, without notice to the Client. Once a Gift Card has been issued to a Recipient, such Gift Card shall then be honoured and bound by the specific terms and conditions of the underlying Merchant.
  • Purpose: The intended use of the Platform by Client as approved by Esiance. Client must obtain approval from Esiance if it intends to modify such intended use.
  • Recipient: An individual as designated by the Client to receive an EC Code.

    PLATFORM

    The Platform shall operate as follows:
  1. The Platform shall enable Client to order EC Codes for Recipients.
  2. Esiance shall create and host a customized online portal on the Platform, with a dedicated URL for the Client, where Recipients can redeem EC Codes (“Client EC Site”).
  3. The Client EC Site shall include the Client logo, brand colours, and messaging elements, based on content to be provided and/or approved by Client.
  4. The Client EC Site shall include secure HTTPS pages where any Recipient information is collected.
  5. The Client EC Site shall include responsive design elements to enhance usability on mobile and tablet style devices.
  6. The Client EC Site will have a default language of English, but shall also support the ability for the Client to create and include messaging in French, if desired by Client.
  7. The Platform shall enable Client to batch upload a Recipient list and send EC Codes via email using Platform invitation system. Client warrants it has all necessary rights and consents to provide Esiance with Recipient information for use under this Agreement.

    8. EC CODES

    EC Codes shall have the following features:
  8. EC Code shall be redeemable on the Client EC Site for Gift Cards from a list of national merchants, as mutually agreed upon, subject to availability.
  9. The Client can order EC Codes for a value between $5 and $500. EC Codes can be activated in $5 increments up to $50 and $25 increments thereafter.
  10. Each EC Code shall be assigned by Client to a single Recipient and may only be redeemed in full.
  11. EC Codes never expire and no redemption activity is provided to Client.
  12. The list of available Gift Cards displayed to the Recipient will be dynamically generated based on the assigned value and type of EC Code selected by Client.
  13. If Client elects to offer ‘Standard’ EC Codes, redemption options will exclusively offer digital Gift Cards as available by the underlying Merchant.
  14. If Client elects to offer ‘Premium’ EC Codes, redemption options shall include physical and digital Gift Cards. Such form may vary by Merchant based on availability.
  15. If the Recipient selects a digital Gift Card, such card will be delivered to the email address provided by the Recipient during the redemption process.
  16. If the Recipient selects a physical Gift Card, such card will be delivered via Canada Post regular mail to the mailing address provided by the Recipient during redemption.
  17. Esiance shall manage the procurement, distribution, inventory and fulfilment of Gift Cards, under the EverythingCard brand.
  18. If Recipient reports issue with a Gift Card, Esiance shall investigate, and subject to remaining balance, cancel and reissue the Gift Card to the intended Recipient with no additional cost to Client.

    19. PAYMENT

    The payment terms shall be as follows:
  19. To facilitate the purchase of EC Codes with variable quantity and denominations, the Client shall add funds into a segregated drawdown account (“Client Drawdown Account”) which shall then be drawn, as needed, to activate EC Codes.
  20. The Client Drawdown Account shall be funded with an initial minimum deposit of $2500, unless otherwise mutually determined, and subsequent top-up deposits with $500 minimum.
  21. Each EC Code shall be activated for the redemption value plus applicable code activation fees.
  22. There will be no refunds, cancellation or credits on EC Codes once activated.
  23. Payment to fund the Client Drawdown Account will be made by EFT, cheque or Credit Card (3% convenience surcharge), a minimum of three (3) business days prior to the activation of EC Codes.
  24. Any reversal or withdrawal of funds from the Client Drawdown Account shall be subject to a $75 administrative fee.

    25. AGREEMENT TERM AND CANCELLATION

    The term of this Agreement shall be as follows:
  25. This Agreement shall take effect immediately and remain in effect for a period of three years from the latest date when Client adds funds to the Client Drawdown Account. For clarity, EC Codes shall never expire.
  26. Client may terminate this Agreement at any time for convenience by providing Esiance 30 days prior written notice. The return of any funds in the Client Drawdown account shall be subject to applicable fees.
  27. If either party determines that the other party has breached its obligations or is otherwise in default under this Agreement, then such party may terminate this Agreement upon providing 20 days prior written notice to the defaulting party specifying the breach or default, unless the defaulting party remedies such breach or default to the terminating party’s satisfaction within such 20 day period.

    28. GENERAL TERMS

    Other key considerations of this Agreement:
  28. Esiance agrees to assume and pay all costs required to develop and maintain the Platform. Notwithstanding the previous payment clauses listed above, no other costs shall be incurred by Client unless agreed to in writing.
  29. The absolute liability of Esiance shall not exceed the value of payments per this Agreement.
  30. Esiance grants Client a limited-use, non-exclusive, license to use the Platform strictly for the Purpose as provided by Client. Use of the Platform does not transfer any rights or ownership pertaining to trademarks, IP or other process or service methods used by either party.
  31. The Platform does not provide Client with any rights or authorization to use third-party marks related to the Gift Cards offered on the Platform.
  32. After a minimum 30 day period, Esiance may refer to Client on Esiance marketing materials which displays clients of Esiance, provided that Client may decline Esiance such right by emailing legal@everythingcard.ca stating that it does not wish to be listed in marketing materials.
  33. Any personally identifiable information provided by Client shall strictly be used for the intended purpose, generally to include Recipient notification, fulfillment and support. For clarity, no information on EC Code redemption activity shall be provided to Client. Esiance abides by applicable privacy laws including, but not limited to, Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”)
  34. This Agreement may not be assigned by either party without the prior written consent of the other party, except in a reorganization, sale or merger event and, provided that such consent shall not be unreasonably withheld, conditioned or delayed.
  35. All dollar values stated in Canadian dollars (CAD), unless otherwise indicated.
  36. This Agreement shall be governed and construed in accordance with the laws of Ontario and the laws of Canada applicable therein.
  37. The Client acknowledges that they accept this Agreement and all related documents to be prepared in the English language.