(A) Service description and specific obligations
1.1 We will provide you with the services as further described in this clause 1 (Services) relating to the provision of a Voucher Store. You can provide access to the Voucher Store to your nominated Participants who will be able to browse available eGifts, gift cards or vouchers (Products) and order discounted Products through the Voucher Store.
1.2 As part of the Services, we will:
- provide the Participants within your closed user group with access to the Voucher Store;
- enable your Participants to sign in to the Voucher Store either by allocating a user ID and sending a welcome email with instructions to set up a password or, where a single sign-on functionality is specified in the Contract, allow Participants to be set up via webservice;
- where specified in the Contract, include a branded website incorporating your logo, brand image and brand colours;
- where specified by you, issue branded agreed communications to Participants;
- take payments from Participants via our third party payment gateway provider in respect of the Products ordered;
- following receipt of an order from a Participant to purchase Products and the associated payment for those Products, trigger issuance of the relevant Product to the Participant to the address inputted into the Voucher Store by that Participant at the point of ordering;
- provide discounts to the Participants at the point of check out against the face value of the Product requested.
1.3 We shall use reasonable endeavours to ensure the availability of the Voucher Store at the times reasonably required by Participants and you, but we do not guarantee that such availability will be uninterrupted or error free.
1.4 You may nominate Participants at any time either through:
(a) the single sign-on process (if you have purchased that functionality); or
(b) the designated SFTP site. You must load a report of all new Participants and any changes into the SFTP site on a monthly basis so that we can provide login details to new participants and remove access for leavers. You will ensure that such report is accurate and in the agreed format.
1.5 We shall make available an e-mail help desk service for queries from you or the Participants and we will display the contact details on the Voucher Store web page. The help desk service will be operational from 9:00am to 5:00pm GMT each business day.
1.6 We reserve the right to withdraw, add or change any Products from the Voucher Store at any time without notice. We also reserve the right to change, at our absolute discretion, the discount offered on Products.
1.7 You will positively publicise the availability of the Voucher Store to all potential Participants for the Contract Duration.
(B) Product orders
1.8 The Participant can purchase a Product through the Voucher Store and will pay the fees for any such Product directly to us. These fees are in addition to the Charges payable to us by you for the Services. We will arrange for the Product to be delivered to the relevant Participant after we receive payment for that Product.
1.9 In the event that Products are lost in transit we will promptly despatch replacement Products and the Participant will be liable for payment of such replacement Products and associated postage costs. You acknowledge and accept and will ensure that the Participants acknowledge and accept that no Product will be considered lost in transit until a period of ten (10) Business Days from the date of despatch has elapsed.
1.10 The Products will be subject to redemption terms which will apply between the Participant and us and will be available on the Voucher Store platform or on the relevant retailer’s website. These do not form part of this Contract.
1.11 We shall use reasonable endeavours to procure that:
(a) the Products specified in a Participant’s purchase order are delivered to the relevant Participant within a reasonable time of us receiving payment from the Participant of the fees relating to that Product. Delivery dates for Product cannot be and are not guaranteed and time is not of the essence in relation to these;
(b) where a Participant exercises their statutory right to cancel in respect of any Products which are goods within 14 days beginning the day after delivery and as long as the Products are in a saleable condition and “as new” and suitably packed for return in their original packaging with all of the accessories included, the Participant will be issued with a returns authorisation permitting them to return the Products. To the extent that a Participant is entitled under Applicable Law to cancel their order for a Product, you will be liable for the costs associated with such cancellation.
(c) where a Participant orders Products that are digital and delivery is required within the 14 day cancellation period the Participant will be asked to expressly consent to immediate performance of the contract and acknowledge that they will lose their right of withdrawal from the contract once downloading of content begins.
1.12 Ownership of the Products purchased shall transfer to the Participant at the point that we receive payment in full in respect of that Product or delivery whichever is the later in time. Risk in the Product shall pass to the Participant at the point of delivery to their nominated address in the case of a physical gift card or voucher or upon commencement of download in the case of an eGift.
1.13 Products are provided with a specified validity period. After this period of time has elapsed the Products will become void and cannot be redeemed. We will not issue a refund to you or the Participant for Products which not been redeemed by the expiry of the specified validity period.
1.14 We will also ensure that the Product can, where applicable, be redeemed in return for goods or services at the chosen retailer. Please note that we cannot be held liable in the event that a retailer is subject to insolvency.
(C) Payment terms
1.15 You will pay all invoices by bank transfer and do so within 30 calendar days of the date of the relevant invoice unless stated otherwise on the invoice.
1.16 We shall communicate to Participants by electronic or other means, information directly relating to their participation in the Voucher Store and, subject to obtaining the relevant consent from such Participants to do so, a Voucher Store related newsletter and/or such other carefully selected literature, materials or other benefits, or special offers that we may make available from time to time, with a view to enhancing their use, enjoyment, and knowledge of the Products.
1.17 You will ensure that all marketing literature or communications to be used in relation to the Voucher Store or Product is approved by us in writing prior to use. You acknowledge that we may need to obtain approval from third party providers and as such, we are unable to commit to timeframe for reviewing such literature and communications.
(E) Contracting with us
1.18 We will issue a contract form for the Services based on the information that you provided. You can request the Services from us by signing the contract form and returning it to us. Your signed contract form is an offer by you to buy the Services subject to these terms. Our acceptance of your offer will take place when we email you to confirm that we accept to provide you with the Services, at which point the Contract will come into existence between us. If we are unable to accept to provide you with the Services for any reason we will inform you of this in writing.
1.19 As of the Effective Date, we use the following sub-contractors in the provision of the Services and Deliverables supplied under this Contract:
Orion Security Print, (a division of Integrity Print Ltd), with a place of business at 4 Merlin Way, Quarry Hill Industrial Park, Ilkeston, Derby, DE7 4RA
GVS Gift Voucher Shop DAC, a company formed under the laws of Republic of Ireland, registered in Ireland No. 348932 whose registered address is c/o First Temple Trust Company Limited, Fitzwilliam Hall, Fitzwilliam Place, Dublin
GVS Gift Voucher Shop Ltd., a company formed under the laws of England and Wales with company number 04286835 whose registered address is Westside, London Road, Hemel Hempstead, Hertfordshire, HP3 9TD