(A) Service description and specific obligations
1.1 We will provide you with the services, as further described in this clause (Services) which consists of an API connecting your nominated website to our content platform. The API will allow your Participants to browse and obtain eGifts, gift cards or vouchers (Products) from our platform. You will ensure that your website integrates with our API using our standardised data exchange process.
1.2 As part of the Services, we will:
- enable the Participants within your closed user group to browse the Products available via the API;
- interface as necessary with our content platform to enable it to operate as described above.
- set up the API which may comprise of a technical brief meeting and support, testing and accreditation, order fulfilment and dispatch, order status feed.
- host the API which may comprise of technical support, application and standard software upgrades and security updates.
- provide access to an account manager to support implementation and provide ongoing support post launch.
1.3 You will manage all Participant queries. Where such queries relate to to Products not received within the timeframe set out in the Contract, you will contact your account manager or other designated contact for a resolution to pass back to the Participant. For the avoidance of doubt, we will not provide any support directly to Participants.
1.4 We shall use reasonable endeavours to ensure the availability of the API at the times reasonably required by Participants and you, but we do not guarantee that such availability will be uninterrupted or error free.
1.5 We reserve the right to withdraw, add or change any Products at any time without notice. We also reserve the right to change, at our absolute discretion, any discount offered to you on the Products.
1.6 You will positively publicise the availability of the API to all potential Participants for the Contract Duration.
(B) Product orders
1.7 The Participant can order a Product through the API and that Product will then be delivered directly by us after receipt of payment from you for the Product (which may be in the form of a deduction from the Float). For clarity, these fees are in addition to the Charges payable to us for the Services. Where you choose to charge the Participants for the Product, then you are solely responsible for recovery of any such sums from the Participants.
1.8 We will use reasonable endeavours to dispatch the following Products within the following timeframe:
- physical gift cards and vouchers ordered by the Participants which are available in stock: within three (3) working days of receiving your payment for the relevant Product;
- egifts ordered by the Participants: within one (1) working day of receiving your payment for the relevant Product;
Top up of physical gift cards and egifts will be managed through the retailer and will usually be processed between 24 and 72 hours from receipt of request.
1.9 In the event that Products are lost in transit we will promptly dispatch replacement Products and you 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) working days from the date of dispatch has elapsed.
1.10 The Products will be subject to redemption terms which will apply between the Participant and us and will be available through the API or on the relevant retailer’s website. These do not form part of this Contract.
1.11 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.
1.12 Ownership of the Products purchased shall transfer to the Participant at the point of 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) Float and payment terms
1.15 We will agree with you an amount which you will pay to us in advance which will be available for us to set-off against the fees due for the orders for Products placed by the Participants (Float). We will invoice you on a monthly basis for the difference between the agreed Float amount and your Monthly Spend. We may invoice you more frequently where the available funds in the Float are insufficient to cover the Product fees.
1.16 The funds in the Float shall remain your property until such time as they have been set-off by us to pay for the Product fees. You acknowledge that no interest is payable in respect of the funds in the Float.
1.17 Upon termination of the Contract, you may request the return of the funds remaining in the Float and we will return such funds within a reasonable time after deduction of all outstanding fees and Charges that are due to us.
1.18 You will pay all invoices by bank transfer and do so within 14 calendar days of the date of the relevant invoice unless stated otherwise on the invoice.
1.19 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
1.20 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.
1.21 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