INVITATION DIGITAL Ltd (Company number 657 0126) whose registered office is at Second Floor, 77 West St, Bedminster, Bristol, BS3 3NU ('Us/We'); and
Background:
From time to time we may promote you in the form of discount promotional offers in our marketing and discount programme which includes VoucherCloud and other associated products (hereafter the 'Programme') under these terms and conditions.
We reserve the right at any time without notice to revise the content or format of our Programme (including the services offered by us) and these terms and conditions. Any changes to these terms and conditions will be posted on our website and by continuing to upload additional material to or changing the Content to our Programme following any such change it will be deemed that you agree to be bound by changes and the revised terms and conditions.
We may, but are under no obligation, to use the Offers in all or any of our products (including print, electronic communication, mobile telecommunications and online) without limit.
You undertake to use your best endeavours to ensure our members and subscribers are not discriminated against when redeeming or attempting to redeem any of your 'Offers' and shall be treated no less favourably than full paying customers.
Agreement:
1. By registering with us on our website you,
(a) agree to be bound by our terms and conditions at the date of registration
(b) warrant that you are a commercial enterprise
(c) confirm that you are authorised to enter into contracts to bind your business
You also accept that each time you upload any data to your account with us or add to or vary any of the terms of any of your Offers you will be treated as having entered into a further contract with us incorporating our then current terms and conditions.
You must provide details of exclusive promotional offers ('the Offers') to us using our dedicated online registration portal at www.vouchercloud.co.uk ('our Portal').
2. You will honour each Offer submitted to us for promotion though our Programme upon presentation by any of our subscribers of a valid e-voucher during your normal opening hours. If you transfer ownership or control of your business you must ensure that the transferee will do so also.
3. We have the right to promote your Offers via our Programme during the promotion period you select when uploading the Offers via our Portal('the Discount Period').
You undertake to abide by the rules and privacy policy for the time being of both the Company and the Programme as published from time to time on our Portal website..
4. We will BEAR ALL THE EXPENSES FOR THE MARKETING, PRODUCTION, SALE AND DISTRIBUTION OF THE AFOREMENTIONED Programme.
We do not represent or warrant that
(a) access to our Portal or the Programme, or any part of it will be uninterrupted, reliable or fault free.
(b) accuracy, completeness or suitability for any purpose of the information and related graphics published on our website
5. You represent and warrant that
(a) you have the right to authorise and hereby grant us an irrevocable royalty free licence us
(i) to use your trade name, logo, trademark, service mark, other corporate identifiers and proprietary designations, photograph, menu, and any other material supplied to us ("The Content") in connection with the Offer for the promotion of the Offers via the Programme and for the marketing and promotion of the Programme itself
(ii) at our sole discretion, to adapt the presentation placement, language and descriptive copy of the Content for its effective display via the Programme or edit or remove all or any part of it
(b) the Content will be legal, decent, honest and truthful, will not infringe any third party's rights, will not contain any viruses or other malicious computer programming routines and will not link to any other websites.
(c) Without limiting the above, all information you provide will be accurate and complete and all registration details shall contain your correct name, address and other requested details.
For the avoidance of doubt we shall be under no obligation to use all or any of the Content you provide to us.
We reserve the right in our sole discretion and without notice
(a) to deny you or any other person access to
(i) our website or any part of our website
(ii) our Programme or any part of it
(b) to decline to promote the Offers of any content provider that is in breach of these terms and conditions of use.
We are the proprietor of the VOUCHERCLOUD trademark and get-up. All other trademarks, product names and company names or logos of other content providers are the property of their respective owners. No permission is given by us or any other content provider for you to use of any such brand names, product names or titles or copyrights and such use may constitute an infringement of the holder's rights
6. If you transfer ownership or control of all or part of your business you must ensure that following such a sale, the transferee of shall assume all of your obligations in accordance with these terms and conditions.
7. You acknowledge that failure to honour any Offer or vouchers or any other breach of these terms and conditions may cause us irreparable harm. You therefore agree that we shall have the right to seek injunctive relief, including specific performance of your obligations under these terms and conditions, and we shall be entitled to receive reasonable legal fees in the event of your breach.
8. You agree to indemnify, defend and hold us harmless, our officers, employees, and agents, from and against any liabilities, claims, losses, damages, costs, or expenses, including reasonable legal fees, resulting from any third party claim to the extent that it is based upon a claim that:
(a) the Content infringes or violates any intellectual property rights of such third party or another entity;
(b) arises out of your act or omission in connection with the Offer;
(c) arises out of or relates to the goods or services offered or sold by the Content Provider in connection with the Offer;
(d) if true, would constitute a breach of your representations, warranties, agreement, obligations or duties under these terms and conditions.
9. This Agreement shall be governed by and construed in accordance with English law. Each of the parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the courts of England.
10. We shall have no liability with respect to its obligations under these terms and conditions or otherwise for any loss or damage whether it is direct, indirect, consequential, exemplary, incidental, or punitive, even if has been advised of the possibility of such damages.
11. We hereby disclaim all warranties, express or implied, including, without limitation, any warranties of satisfactory quality or fitness for a particular purpose of the Content or any Offer.
We will not be in breach of our obligations or otherwise liable for any delay in performance if to the extent that any delay or failure is due to the circumstances beyond our reasonable control and including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.
12. These terms and conditions represent the entire agreement between the parties and supersedes any other prior or contemporaneous understanding, oral or written. Modification of the agreement constituted by your acceptance of these terms and conditions may only be made either in accordance with express provisions thereof or in writing signed by both parties. No representations of any kind or nature whatsoever have been made by either party to the other, except those expressly set out in these terms and conditions.
13. If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the other provisions of this Agreement and the remainder of the affected provision shall continue to be valid. Nothing in these terms and conditions shall avoid, limit or restrict our liability in the event of our fraud or wilful misconduct.
14. AUTHORITY. The individual entering into this Agreement represents and warrants that she/he has or has obtained the necessary authority to enter into this Agreement and has the authority to bind the Content Provider to the Offers and to the terms and conditions of this Agreement.
15. We take privacy issues seriously. Our current privacy policy covers our use of any information you provide. In subscribing to our Programme you acknowledge and agree to be bound by the terms of our privacy policy.
16. Except as otherwise stated, any notices you wish to send to us should be e-mailed to content@vouchercloud.com. Any notices that we may wish to draw to your attention will be displayed on our website.
17. VoucherCloud is a new and innovative service and accordingly other service providers will try to imitate it. In recognition of the significant innovation and investment we have made in developing our Programme you agree that it is reasonable for you to accept the following restrictions.
For a period of 9 months starting on the latest date that you upload any Offers or modify any Offers you will not place any offer or undertake any other promotional activity in relation to your business that involves the distribution or promotion of discount vouchers via any mobile telephone application anywhere within in the Territory selected in your account details that you register with us