Merchant Agreement
Last Updated: 1 March 2026
1. Definitions
1.1. Platform
The iGNITE Rewards website and associated mobile applications.
1.2. Program
The iGNITE Coalition Loyalty Program, owned by True North Concepts Limited, enabling Customers to earn and redeem Bonus Points through transactions with participating Merchants.
1.3. Bonus Points
Loyalty points issued under the Program, divided into Tier 1 (Store Rewards) and Tier 2 (Pool Rewards).
1.4. Tier 1 Bonus Points
Bonus Points earned at a specific Merchant and redeemable only at that Merchant.
1.5. Tier 2 Bonus Points
Additional Bonus Points allocated from the Program pool, redeemable at any participating Merchant.
1.6. Store Base Currency
The primary currency in which the Merchant prices goods and maintains accounting records (e.g., HKD, USD, as specified in the Merchant's onboarding profile).
1.7. Merchant
The business entity participating in the Program under this Agreement.
1.8. Customers
Individuals enrolled in the Program who earn or redeem iGNITE Points through the Merchant’s goods or services.
1.9. Material Breach
A repeated or willful violation of this Agreement after written notice and a 15-day cure period.
1.10. Misuse
Intentional fraudulent activity, such as point manipulation or unauthorized data access.
1.11. Tier 1: Store Rewards
Customers earn 1 Tier 1 Bonus Point for every 1 unit of store base currency spent at the Merchant. Tier 1 Bonus Points are redeemable only at the earning Merchant.
1.12. Tier 2: Pool Rewards
Customers receive an additional 30% of Tier 1 Bonus Points as Tier 2 Bonus Points from the Program pool. Tier 2 Bonus Points are redeemable at any participating iGNITE Merchant.
2. Participation
2.1. Eligibility
Legally registered business, compliant with laws, authorized representative ≥18 years.
2.2. Application and Approval
Submit via Platform; True North approves/rejects at sole discretion.
2.3. Non-Exclusivity
Participation in other programs allowed if no conflict with this Agreement.
3. Merchant Obligations
3.1. Point Issuance
Award 1 Tier 1 Bonus Point per 1 unit store base currency on eligible purchases (excludes taxes, fees, gift cards, returns, coupon promotions, charity donations, other Program Rules exclusions). Integrate True North system as directed.
3.2. Point Redemption
Accept Tier 1 Bonus Points only at earning Merchant; accept Tier 2 Bonus Points at Merchant. Standard rate: 1 Bonus Point = 0.02 units store base currency. Bonus Points have no cash value, non-transferable, non-refundable, non-exchangeable for cash except per Program Rules.
3.3. Compliance
Follow Program guidelines, laws, including PDPO (Hong Kong); act as data user and obtain consents.
3.4. Promotion
Use True North branding in-store, online, agreed channels.
3.5. Data Sharing
Provide transaction data; all Program data owned by True North, subject to Privacy Statement.
3.6. Program Rules
Adhere to current rules (updated by True North); display to Customers on request.
3.7. Fraud Prevention
Implement fraud detection; indemnify True North for Merchant fraud/negligence/security failures.
3.8. Customer Support
Handle in-store issuance/redemption inquiries; cooperate with True North on escalations.
3.9. Audit Rights & Records
True North may audit with notice; records of points/balances/transactions final and binding.
3.10. AML/Sanctions
Ongoing compliance with AML, sanctions, anti-corruption laws.
4. True North’s Obligations
4.1. Platform Support
Provide issuance, redemption, and reporting tools.
4.2. Program Management
Manage enrollment, tracking (incl. Tier 2 allocation), fulfillment unless agreed otherwise.
4.3. Marketing Support
Feature Merchant in campaigns subject to agreement.
5. Fees and Payments
5.1. Subscription Fees
Pay fees per merchant onboarding schedule or amended with notice.
5.2. Commission
Possible commission on Bonus Points transactions per guidelines.
5.3. Payment Terms
Fees and commissions are invoiced and settled monthly.
6. Term and Termination
6.1. Term
Commences on acceptance; continues until terminated.
6.2. Termination by Merchant
30 days’ written notice to True North.
6.3. Termination by True North for Convenience
30 days’ written notice to Merchant.
6.4. Termination by True North for Cause
Immediate termination with notice for material breach, fraud, misuse, insolvency.
6.5. Effect of Termination
Cease issuance/acceptance of Bonus Points immediately; remove branding within 7 days.
6.6. Point Expiry and Forfeiture
Bonus Points expire 1 year after transaction (both tiers) or per inactivity. Merchant not liable for expiry/forfeiture.
7. Intellectual Property
7.1. True North Marks
Owned by True North/affiliates; non-exclusive revocable license for promotion per guidelines.
7.2. Merchant Marks
Merchant grants True North non-exclusive revocable license for Program marketing.
8. Liability and Indemnity
8.1. No Warranty
Each party warrants compliance with applicable laws.
8.2. Merchant Liability
Responsible for goods/services quality/safety/delivery (incl. Bonus Points redemptions); True North not liable for disputes or Customer misuse.
8.3. Indemnity
Indemnity is reciprocal; each party indemnifies the other for claims arising from its own breach or negligence. Liability under this Agreement is limited to direct damages not exceeding fees paid/received in the prior 12 months.
9. Confidentiality
9.1. No disclosure
No disclosure. Confidentiality obligations are mutual and apply to both parties' information (incl. Program/Customer data) except law-required or consented.
10. Data Protection
10.1. Protect shared Customer data
Protect shared Customer data. Parties shall comply with PDPO, GDPR (where applicable), and equivalent laws (e.g., CCPA for U.S. data). Merchant may audit data usage annually; a data processing addendum shall be executed for cross-border transfers. True North owns Program data.
11. Governing Law and Dispute Resolution
11.1. Governing Law
Laws of Hong Kong. Parties may negotiate alternative governing law based on Merchant's jurisdiction.
11.2. Dispute Resolution
Good-faith negotiation; if unresolved in 30 days, mediation via a mutually agreed neutral mediator, followed by HKIAC arbitration in Hong Kong. English prevails. Alternative arbitration (e.g., AAA in the U.S.) may be agreed upon.
12. Force Majeure
12.1. No liability
No liability. For uncontrollable events (e.g., disasters, government actions) with prompt notice. Includes data breaches not due to negligence.
13. Miscellaneous
13.1. Amendments & Program Changes
True North may amend Agreement or modify/suspend/terminate Program (incl. rules/rates/expiry) with 30 days’ notice (60 days for materially adverse changes). Materially adverse changes (e.g., fee increases >10%) require mutual written consent. Continued participation = acceptance.
13.2. Assignment
No assignment without True North consent. Consent not to be unreasonably withheld.
13.3. Entire Agreement
Supersedes prior understandings.
13.4. Severability
Invalid provisions do not affect remainder.
13.5. Survival
Indemnity, confidentiality, data protection, IP, liability, governing law survive termination.
14. Contact Information
Website: www.its-rewards.biz