Receipts Minder Terms for End Users

Last updated: 25-09-2022 (v 1.0)

1. Introduction
   1. Receipts Minder Ltd. (“ReceiptsMinder”, “We”,”Us”) has developed ReceiptsMinder digital platform, including mobile application (downloaded from Google App Store and the Apple App Store), web portal (the main domain of https://accounts.receiptsminder.com/ and its sub-domains), and the website (https://receiptsminder.com/) (collectively “ReceiptsMinder Platform”) to enable transmission of electronic receipts and other information between different platform users. 
   2. Our Platform can be used by both private shoppers (“Shoppers”) and corporate customers and their representatives (“Business Customers”) by registering with us via our Platform or by concluding a separate contract with us. Each Business Customer and Shopper (hereinafter referred as “End Users”) has a contractual relationship with ReceiptsMinder. Additionally, our platform can be used by our partners (“Partners“), such as merchants providing electronic receipts (“Merchants“) and electronic Point of sale (POS) providers (“ePOS Providers”). Each of our Partners has a contractual relationship with ReceiptsMinder.
   3. These terms and conditions define the terms in accordance with which ReceiptsMinder Platform is deployed and used as part of a electronic POS systems, applications, online store or as a standalone application and according to which a Merchant or its ePOS Provider can provide electronic receipts to its customers or its client’s customers who utilise ReceiptMinder Platform.
   4. A ReceiptMinder Identifier is an End User’s personal identifier, such as mobile phone number or email address that the End User uses to utilise ReceiptMinder Platform. ReceiptMinder Receipt means an electronic receipt that ReceiptMinder Platform transmits from Partner Digital Systems to End Users. Please read these terms carefully, as they impose obligations, liabilities and other responsibilities on you in respect of your use of the Services.
2. Defined terms
   1. These are additional terms defined along with the terms provided in Clause 1.1 and 1.2. 
   2. Agreement means an agreement formed between ReceiptsMinder and an End User on these Terms and Conditions as well as the Privacy Notice available on ReceiptsMinder’s website. The Agreement is concluded when the End User has accepted these terms and the Privacy Notice, or, at the latest when the End User has commenced using ReceiptsMinder Platform.
   3. Business Day means a day that is not a Saturday, Sunday, bank holiday or public holiday in the UK.
   4. Intellectual Property Rights means all intellectual property rights, including the following rights:
      1. patents, copyright, rights in circuit layouts, designs, moral rights, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have Confidential Information kept confidential;
      2. any application or right to apply for registration of any of the rights referred to in Clause 2.4.1; and
      3. all rights of a similar nature to any of the rights in Clauses 2.4.1 and 2.4.2 that may subsist anywhere in the world (including UK),
      4. whether or not such rights are registered or capable of being registered.
   5. Law means any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time, the common law and equity, and any industry codes of conduct, each to the extent applicable to the performance by a party of its obligations under this Agreement.
   6. End User Material means any:
      End User Receipt Information; or
      other Material that End User makes available to ReceiptsMinder for the purpose of this Agreement.
   7. End User Receipt Information means all information, including transaction, store and product catalogue information, transferred to ReceiptsMinder by Merchant (or Merchant’s ePOS provider) for the purpose of sending digital receipts to the End User who utilises ReceiptMinder Platform.
   8. ReceiptsMinder Receipt is an electronic receipt transmitted by ReceiptsMinder Platform contains such basic information that is also included in a regular receipt, such as the Merchants’ contact details, the purchased items or services and the price of the purchase including taxes, date of the issuing of the receipt and the identifier of the receipt.
   9. End User Fees means the fees payable by End User under these terms, which (as at the Start Date) are nil unless agreed otherwise between ReceiptsMinder and End User on or prior to the Start Date, as updated by ReceiptsMinder in accordance with Clause 9.2.
   10. Services means the delivery of a digital receipt, returns and warranty features (subject to availability), offers and rewards information and product purchase information to the End User via ReceiptsMinder Platform.
   11. ReceiptsMinder IPR is defined in Clause 10.1.
   12. ReceiptsMinder’s Privacy Notice means ReceiptsMinder’s privacy notice (as amended from time to time), which is available via https://receiptsminder.com/privacy-notice/.
3. Parties to this Agreement
   1. These terms form an agreement between the End User and ReceiptsMinder.
   2. By registering as a End User in ReceiptMinder Platform and agreeing to be bound by and abide by these terms and conditions, End User enters into a binding agreement with ReceiptsMinder and agrees to the terms and conditions outlined. 
4. Term
   1. This Agreement commences on the date when End User registered or created an account on ReceiptsMinder Platform (Start Date) and continues until terminated by either party in accordance with this Agreement (Term) by deleting the End User account.
5. Provision of Services
   1. ReceiptsMinder will perform the Services in accordance with this Agreement.
   2. ReceiptsMinder Receipts are offered by Merchants who utilise ReceiptMinder Platform. In order to receive a ReceiptsMinder Receipt, a ReceiptMinder Identifier must be used in connection with the transaction. A ReceiptMinder Receipt is produced in connection with the transaction based on the ReceiptMinder Identifier in question. 
   3. ReceiptsMinder Platform offers Merchants to send offers or rewards to the End Users who utilise ReceiptMinder Platform.
   4. End User acknowledges that ReceiptsMinder will only be able to provide the Services once Merchant has completed all necessary onboarding through the ReceiptsMinder platform
   5. The End User is responsible for the information they have provided and that the End User has obtained the necessary authorisations to utilise the provided identification information. Using a third party’s identification information without authorisation is strictly prohibited and may lead to criminal liability.
   6. ReceiptsMinder has the right to disable such ReceiptsMinder Identifiers it suspects are misused or whose user is no longer employed by the Business Customer in question.
6. Maintenance of ReceiptsMinder Platform and Defects
   1. ReceiptsMinder makes reasonable efforts to ensure that ReceiptsMinder Platform and its interfaces are available 24 hours per day every day of the year, excluding the development and service windows of which ReceiptsMinder endeavours to communicate well in advance.
   2. In case of fault-related queries such as questions concerning delayed or missing ReceiptsMinder Receipts, the End User may contact ReceiptsMinder directly. If the fault concerns details in the receipt data, the End User must contact directly the Merchant in question.
7. Modifications
   1. ReceiptsMinder may develop and modify ReceiptsMinder Platform.
   2. ReceiptsMinder has the right to modify these Terms and Conditions as well as the ReceiptsMinder Privacy Notice by informing of this for at least 90 days in advance. If the End User uses ReceiptsMinder Platform thereafter, such use is considered to be an acceptance of the updated terms and conditions or Privacy Notice.
8. Compliance with Laws
   1. Each party must at all times and at its own cost comply with all applicable Laws.
9. End User Fees
   1. ReceiptsMinder Platform is provided free of charge to End Users. The End User is responsible for any expenses resulting from the use of ReceiptsMinder Platform, such as expenses relating to the devices, software or network connections required by ReceiptsMinder Platform. 
   2. Changes to End User Fees
      1. ReceiptsMinder reserves the right to review and change the End User Fees at any time by giving at least 30 days’ notice to End User.
      2. If End User does not accept any change to the End User Fees, End User may, by notice in writing to ReceiptsMinder within 10 days of receipt of notice of a change in End User Fees, terminate this Agreement with effect from the date on which the updated End User Fees are due to take effect.
10. Intellectual Property Rights
    1. ReceiptsMinder will retain all Intellectual Property Rights in the ReceiptsMinder platform, service and all Material delivered to End User under this Agreement (ReceiptsMinder IPR).
    2. To the extent that End User needs to use any ReceiptsMinder IPR to receive the benefit of the Services or Deliverables, ReceiptsMinder grants to End User a non-transferable, non-exclusive licence (without a right to sub-license) to use that ReceiptsMinder IPR during the Term.
    3. The End User may utilise ReceiptsMinder Platform only in accordance with the Agreement and for the term of the Agreement. The End User acknowledges and agrees that ReceiptsMinder Platform and its background software contain ReceiptsMinder’s and third parties’ business secrets, such as the source code of the software, the specific design of the software components, structural formula and logics, programming techniques and related documents. Copying, dismantling, inspecting or reverse engineering of ReceiptsMinder Platform or its background software is prohibited.
    4. In case a third party claims that ReceiptsMinder infringes its intellectual property rights, ReceiptsMinder has the right (i) to acquire the necessary licences in order to continue the provision of ReceiptsMinder Platform, (ii) modify ReceiptsMinder Platform in order to eliminate the infringement or (iii) terminate the Agreement with immediate effect. ReceiptsMinder does not have any other responsibilities or obligations in such situations.
11. Data Privacy
    1. ReceiptsMinder will process and use all personal information in accordance with ReceiptsMinder’s Privacy Notice (where applicable) and complies with personal data legislation in force in England, which the End Users confirms to have carefully familiarised itself with.
    2. Further information about how ReceiptsMinder handles personal information can be found in ReceiptsMinder’s Privacy Notice. ReceiptsMinder’s Privacy Notice also describes the information ReceiptsMinder holds about users of ReceiptsMinder’s services, permitted access and use of data by third parties, as well as information on how to complain about how ReceiptsMinder has handled personal information.
    3. ReceiptsMinder acts as the controller for its own customers, i.e. the receipts and other personal data of the End Users. 
12. No Warranties, Limitations of Liability
    1. The End User utilises ReceiptsMinder Platform at its own risk. To the extent permitted by compelling legislation, ReceiptsMinder Platform is offered “as is” without any warranties regarding its availability, usability, accuracy or applicability for certain purposes.
    2. ReceiptsMinder is not liable for direct or indirect damages, such as loss of data or its recreation, loss of profit or interest, decrease of revenue, harm to reputation, cover purchases, third party injuries or other unforeseeable damages.
13. Force Majeure
    1. A party is not responsible for delay or damage that is due to an obstacle outside of the influence of a party, and which a party could not reasonably have been expected to take into consideration at the time of entering into the Agreement, and the consequences of which the party could not reasonably prevent or overcome, and due to which the fulfilment of the party’s obligations or responsibilities becomes unreasonably difficult or impossible (“Force majeure”). A Force majeure is, for example, war, demonstration, labour dispute, strike, industrial action, fire, natural disaster, communications disruption or other similar event. A party has a right to terminate this Agreement with immediate effect, if a Force majeure has had an impact or will have an impact to the fulfilment of the Agreement for at least 30 days.
14. Termination
    1. Both parties also have the right to terminate the Agreement for cause with immediate effect, if (i) the other party has materially breached the Agreement and it has not corrected its behaviour within 14 days after receiving the other party’s written notification of a contract breach, or if (ii) ReceiptsMinder go bankrupt, are placed in corporate debt reorganisation or otherwise become unable to meet their responsibilities under the Agreement.
    2. After the Agreement has ended, the End User’s personal data will be destroyed in accordance with ReceiptsMinder’s Privacy Notice, unless compelling legislation provide otherwise. After the Agreement has ended, ReceiptsMinder will not delete any End User’s Receipt Information as this is part of service delivery to the Merchant users. 
    3. Termination of this Agreement does not affect any accrued rights or remedies of either party.
15. Other Terms
    1. These Terms, their subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
    2. This Agreement may be amended by ReceiptsMinder by giving at least 30 days’ notice to End User. If End User does not accept the proposed changes to this Agreement, End User may, by notice in writing to ReceiptsMinder within 10 days of receipt of notice of a change to this Agreement, terminate this Agreement with effect from the date on which the amended terms are to take effect.
    3. ReceiptsMinder may transfer some or all of its rights and obligations under this Agreement to any successor to its business by merger or consolidation or to any party acquiring substantially all of the assets or business of ReceiptsMinder or any Related Body Corporate of ReceiptsMinder. 
    4. ReceiptsMinder  has a right to use subcontractors in fulfilling this Agreement. ReceiptsMinder is responsible for the actions of its subcontractors like it is for its own.
    5. Neither party may make any public statement or press release regarding the terms of this Agreement or any aspect of this Agreement without the prior written consent of the other party.
    6. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification to or deletion of a provision or part-provision shall not affect the validity and enforceability of the rest of these Terms.
    7. The parties agree that this Agreement may be executed electronically, including by checking an online acceptance box or otherwise indicating acceptance of this Agreement through the ReceiptsMinder website or ReceiptsMinder platform.
    8. By accepting this Agreement on behalf of a party, the accepting individual warrants that it is duly authorised to do so.
    9. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties or constitute any party the agent of another party.
    10. A provision or part of a provision of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining provisions or parts of the provisions of this Agreement continue in force.
    11. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver and does not operate as a waiver of any other or subsequent right, power or remedy.