Non-compliance Cost Recovery - Direct Check Out

Harmonised Merchant Contract

Version 1.2

Last Updated: 10072015

These Administration Fee Guidelines (“Guidelines”) are designed to drive a better customer experience by ensuring that Merchants comply with the instructions and/or obligations of the Harmonised Merchant Agreement (“HMC”) and to outline the process and consequences for failure to do so.

I. Administration Fee

The HMC set out the Merchant’s performance obligations. Where a Merchant fails to comply with those obligations, the Groupon entity contracting with Merchant (“Groupon”) suffers damages. In order to cover costs of error rectification, Groupon applies an Administration Fee. The Administration Fee is incorporated into the Special Terms and Conditions of the Merchant Contract, in accordance with Section 4.1(b) of the General Terms and Conditions of the HMC.

A detailed summary of the circumstances under which the Administration Fee applies is listed below. Groupon will update these Guidelines from time to time, in its sole discretion. Such updates may include additional elements of the Administration Fee process. Although Groupon reserves its right to amend the rollout of any part of the Administration Fee process at anytime, a planned summary of each of these rollouts can be found in Appendix A.

II. Applicable Administration Fee

The Administration Fees is currently set at 250 CHF (or equivalent in local currency). This Administration Fee will be waived by Groupon in the event that the following situations do not occur.

• Customer complaints due to late shipping

Per Agreement, Merchant shall pay an administration fee in the amount of CHF 250, or equivalent in currency of the Groupon Voucher Price (the exchange rate will be based on the rate Groupon gets from its bank on the date the transaction is booked). If, six weeks from the first day of the Feature Period, the Merchant has less than both: (a) 50 contacts from Voucher Holders who have complained to Groupon that the Merchant Offering has been delivered late and (b) 3% of Voucher Holders who have complained to Groupon that the Merchant Offering has been delivered late (each an “SLA”), then Groupon shall waive this administrative fee. In the event that the Merchant has failed to meet one or both SLA’s mentioned under (a) and (b), above, then the administrative fee shall be charged in the next payment of any Remittance Amount due to the Merchant. In the event that the number of contacts is higher than 125 during this 6 week period, Groupon will charge, in addition to the administration fee, a NCCR Charge in the amount of CHF 2 for every contact exceeding these 125 contacts.

For the sake of clarity, the Administration Fee only applies to all so called “direct check out deals” run by Groupon as seller of vouchers that are redeemed on behalf of its customers who bought such voucher in order to obtain your products (“DCO deals”).

Example:

- 100 units sold

- 20 unique customer contacts complaining about orders delivered outside the shipping window

- CPU at 20%

Administration Fee: 250 CHF

III Applicable NCCR charges

•  Late uploading of (non) tracking number(s)

The Merchant is required to upload tracking numbers in accordance with the time periods communicated by Groupon in this Agreement. If the Merchant does not upload the tracking number(s) within the agreed time period, Buyer may issue a NCCR charge of 2 CHF per unit that has been uploaded too late. Please note that shipping the order on time but not uploading tracking number(s) will also result in an NCCR Charge. For the avoidance of doubt, this also applies in the event that parties agree that the Merchant is entitled to ship the products by not using a tracking number (so called ‘’non tracking number’’). In such event, the Merchant shall upload the non tracking number within the same time as agreed for uploading a tracking number.

• Incorrect Tracking Numbers

Groupon and the Merchant may agree that a tracking number will be used to give visibility to a Voucher Holder on the location of the order. If agreed upon, Groupon expects the tracking numbers to be (i) valid, (ii) active, (iii) uploaded in accordance with its instructions and visible on the website of the used carrier and (iv)unique to the shipment in question. In the event that any of these requirements are not met, the tracking number shall be deemed incorrect (‘’Incorrect Tracking Number’’).

If the Merchant uploads an Incorrect Tracking Number, Groupon will charge an NCCR Charge of 2 CHF (or equivalent in local currency) per unit that has not been unloaded correctly. In addition, Groupon will remove all Incorrect Tracking Numbers and will move orders back to status ‘’OPEN’’, until the Merchant uploads a correct tracking number. Please note that uploading an Incorrect Tracking Number may also result in uploading the tracking number late which will incur an additional NCCR Charge as mentioned above. Again, the aforementioned shall also apply in the event that parties agreed that the Merchant is entitled to ship the products with a non tracking number.

• Out of Stock Merchant Offering

If the Merchant cannot provide the Merchant Offering as agreed in the Agreement, Groupon shall charge an NCCR Charge of 2 CHF (or equivalent in local currency) per unit that the Merchant promised, but is unable to, deliver.

III. FAQs

A. Can I dispute the decision to apply an Administration Fee?

Yes, you can dispute the decision apply an Administration Fee within 10 business days from the day Groupon notifies you of the application. To do so, please contact your assigned Partner Manager with a detailed explanation of the reasons for your dispute.

B. How are Administration Fee incurred by Groupon Goods?

Groupon will withhold the amount of any Administration Fee from the next payment owed to Seller. If Seller is not due any payments, Groupon will issue an invoice to Merchant for the amount of the Administration Fee.

C. Currency of the Administration Fee charge?

Groupon incurs the Administration Fee charges in Swiss Francs (CHF) against the invoice. Our finance team will apply the exchange rate at the point of charge. The exchange rate is obtained and based at the time of charge back calculation from XE.COM.

D. Further developments:

These Guidelines will be revisited from time to time to ensure that the text and examples are up to date. Groupon reserves the right to further utilize the Administration Fee program and will provide two (2) weeks notice in advance of any changes. A summary of all Administration Fee changes and revisions you can find below.

Appendix A - Summary and roll-out scheme of Administration Fee:

Reason Code	Status	Country Code	Date of Rollout / Update	Description of damage / Update
Customer complaints due to late shipping	Rollout	EMEA	05/18/2015	Product not received - outside shipping window
Late uploading of (non) tracking number(s)	Rollout	EMEA	10/07/2015	Late uploading of (non) tracking number(s)
Incorrect Tracking Numbers	Rollout	EMEA	10/07/2015	Incorrect Tracking Numbers
Out of Stock	Rollout	EMEA	10/07/2015	Out of Stock Merchant Offering