Receipts Minder Terms for Merchants

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. Agreement means an agreement formed between ReceiptsMinder and a Merchant on these terms.
   2. Business Day means a day that is not a Saturday, Sunday, bank holiday or public holiday in the UK.
   3. Confidential Information of a Disclosing Party means the following information, regardless of its form and whether the Receiving Party becomes aware of it before or after the date of this Agreement:information that is by its nature confidential;
      1. information that is designated by the Disclosing Party as confidential; and
      2. information the Receiving Party knows, or ought to know, is confidential; and
      3. all notes and other records prepared by the Receiving Party based on or incorporating information referred to ReceiptsMinder, includes these terms and the ReceiptsMinder Platform, but excludes information that the Receiving Party creates (whether alone or jointly with any third person) independently of the Disclosing Party; or is public knowledge (otherwise than as a result of a breach of confidentiality by the Receiving Party or any of its permitted disclosees).
   4. Disclosing Party means the party who discloses or makes available Confidential Information to the other party or whose Confidential Information otherwise becomes known to the other party.
   5. 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 2.6.1; and
      3. all rights of a similar nature to any of the rights in Clauses 2.6.1 and 2.6.2 that may subsist anywhere in the world (including UK),
      4. whether or not such rights are registered or capable of being registered.
   6. 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.
   7. Material means any documentation, documented methodology or process, software, information, data, branding or other material, in whatever form, including reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions.
   8. Merchant Fees means the fees payable by Merchant under these terms, which (as at the Start Date) are nil unless agreed otherwise between ReceiptsMinder and Merchant on or prior to the Start Date, as updated by ReceiptsMinder in accordance with Clause 11.2.
   9. Merchant Material means any:
      Merchant Receipt Information; or
      other Material that Merchant makes available to ReceiptsMinder for the purpose of this Agreement.
   10. Merchant 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 its customers or its client’s customers who utilise ReceiptMinder Platform.
   11. Receiving Party means the party who obtains Confidential Information of the other party.
   12. Services means the delivery of a digital receipt, providing returns and warranty features, offers and rewards  and product purchase information to the Merchant’s customers via ReceiptsMinder Platform.
   13. ReceiptsMinder IPR is defined in Clause 12.2.1.
   14. 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 company on behalf of whom these terms are accepted(Merchant) and ReceiptsMinder.
   2. By registering as a merchant in ReceiptMinder Platform and agreeing to be bound by and abide by these terms, Merchant enters into a binding agreement with ReceiptsMinder and agrees to the terms and conditions outlined. If the company does not accept these terms, you must not register as a ReceiptsMinder merchant on behalf of that company.
4. Term
   1. This Agreement commences on the date accepted by Merchant (Start Date) and continues until terminated by either party in accordance with this Agreement (Term).
5. Provision of Services
   1. ReceiptsMinder will perform the Services in accordance with this Agreement.
   2. Merchant acknowledges that ReceiptsMinder will only be able to provide the Services:
      1. once it has launched with Merchant’s ePOS provider, which may not have occurred by the Start Date;
      2. once Merchant has completed all necessary onboarding through the ReceiptsMinder platform; and
      3. while Merchant’s POS provider has partnered with ReceiptsMinder and provides necessary Merchant Material to provide the Services.
   3. Merchant:
      1. must not edit or change any Merchant Material required to provide the Services or prevent such Merchant Material from being sent to Merchant’s ePOS provider; and
      2. acknowledges that if Merchant edits or changes Merchant Material required to provide the Services, or prevents such Merchant Material from being sent to Merchant’s POS provider, ReceiptsMinder may not be able to provide the Services.
6. Integration and Authorisation
   1. ReceiptsMinder Platform will be integrated into the Merchant’s electronic POS systems, applications, online store under a separate integration project (“Integration”).
   2. Integration will be carried out through the interfaces offered by ReceiptsMinder Platform and in accordance with ReceiptsMinder’s requirements and specifications. The Merchant executes the Integration at its own expense and in its desired schedule. The Merchant keeps ReceiptsMinder informed about the progress of the Integration and answers to ReceiptsMinder’s questions regarding Integration without undue delay.
   3. To the extent that the Merchant uses the electronic POS systems, applications, online store that is already ReceiptsMinder’s cooperation partners (a list of partners is available from ReceiptsMinder), the Merchant authorises ReceiptsMinder to perform the Integration on behalf of the Merchant.
   4. The Merchant may begin to utilise ReceiptsMinder Platform when ReceiptsMinder has either approved the Integration or notified of the Integration’s completion in writing.
7. 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 the Merchant detects a fault or a defect in the ReceiptsMinder Platform service, it must notify ReceiptsMinder without delay, and upon ReceiptsMinder’s request, to a reasonable extent participate in the resolving of the fault or defect with ReceiptsMinder.
8. Modifications
   1. ReceiptsMinder may develop and modify ReceiptsMinder Platform. 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 Merchant uses ReceiptsMinder Platform thereafter, such use is considered to be an acceptance of the updated terms and conditions or Privacy Notice.
9. Marketing and References
   1. After the Integration is completed, the Merchant will inform its customers of the implementation of ReceiptsMinder Platform.
   2. During the term of the Agreement, the Merchant has the right to use trademarks referring to ReceiptsMinder Platform in accordance with good business practices.
   3. ReceiptsMinder has the right to use the Merchant’s name or logo as well as the parties’ cooperation, based on this Agreement, as a reference in accordance with good business practices.
10. Compliance with Laws
    1. Each party must at all times and at its own cost comply with all applicable Laws.
11. Merchant Fees
    1. Obligation to pay
       1. If applicable, ReceiptsMinder will invoice Merchant for the Merchant Fees on a monthly basis in arrears, on either the first or sixteenth day of the month (at ReceiptsMinder’s sole discretion).
       2. Merchant must pay to ReceiptsMinder the Merchant Fees within 30 days of the date of each invoice issued by ReceiptsMinder under Clause 11.1.1.
    2. Changes to Merchant Fees
       1. ReceiptsMinder reserves the right to review and change the Merchant Fees at any time by giving at least 30 days’ notice to Merchant.
       2. If Merchant does not accept any change to the Merchant Fees, Merchant may, by notice in writing to ReceiptsMinder within 10 days of receipt of notice of a change in Merchant Fees, terminate this Agreement with effect from the date on which the updated Merchant Fees are due to take effect.
12. Intellectual Property Rights
    1. Merchant Material
       1. ReceiptsMinder agrees that Merchant or its third party licensors will retain all rights, title and interest (including all Intellectual Property Rights) in and to the Merchant Material.
       2. Merchant grants to ReceiptsMinder a non-exclusive, royalty-free licence (including the right to sub-license) to use Merchant’s name, logo, other branding and details of Merchant’s website in ReceiptsMinder Platform and ReceiptsMinder’s partners’ marketing collateral (including posts on website and social media channels) during the Term and for a reasonable period of time after the end of the Term to allow ReceiptsMinder time to cease such use.
       3. Merchant grants to ReceiptsMinder a non-exclusive, royalty-free, perpetual licence (including the right to sub-license) to use Merchant Material (including the Merchant Receipt Information and the Merchant Material contemplated by Clause 12.1.2, without attribution and without charge, for the purposes of:
          A. performing the Services, including, after the Term, for:
          administrative purposes pertaining to the Term (such as billing); and the purpose of continuing to make receipts available to Merchant’s customers who used the Services to obtain receipts during the Term;
          B. disclosing Merchant Material provided to ReceiptsMinder in relation to a customer of Merchant to a third party partner of ReceiptsMinder that provides services to that customer (but subject to that third party partner obtaining appropriate consent from the customer to effect that disclosure)
       4. Merchant grants to ReceiptsMinder a non-exclusive, royalty-free, perpetual licence (including the right to sub-license) to use the Merchant Receipt Information for ReceiptsMinder’s business purposes, including:
          A. internal enhancement of ReceiptsMinder products and services; to provide insights and analytics tools; and
          B. to produce benchmarking standards and industry insights.
       5. Merchant must obtain any third party consents or licences (including consents from individuals to whom receipts will be sent) as necessary to enable ReceiptsMinder to use the Merchant Material in accordance with Clauses 12.1.2, 12.1.3, and 12.1.4.
    2. ReceiptsMinder IPR
       1. ReceiptsMinder will retain all Intellectual Property Rights in the ReceiptsMinder platform, service and all Material delivered to Merchant under this Agreement (ReceiptsMinder IPR).
       2. To the extent that Merchant needs to use any ReceiptsMinder IPR to receive the benefit of the Services or Deliverables, ReceiptsMinder grants to Merchant a fully paid-up, non-transferable, non-exclusive licence (without a right to sub-license) to use that ReceiptsMinder IPR during the Term.
       3. The Merchant may utilise ReceiptsMinder Platform only in accordance with the Agreement and for the term of the Agreement. The Merchant 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.
13. Information provided by Merchant
    1. Merchant represents and warrants that the Merchant Material shared with ReceiptsMinder for the purposes of ReceiptsMinder providing the Services is accurate and complete.
14. Marketing collateral
    1. ReceiptsMinder may, at its discretion, provide Merchant with marketing collateral to be used in store. If ReceiptsMinder provides such collateral to Merchant, Merchant must (acting reasonably) display this marketing collateral in store as soon as practicable.
15. Confidential Information and privacy
    1. The parties agree not to use Confidential Information for any other purposes than those specified in the Agreement and for those only for the term of the Agreement. After the Agreement has expired, the parties must return any Confidential Information received from the other party without delay or verifiably destroy them.
    2. The obligations defined in this Clause15 will be in force for the term of the Agreement and in any case for the duration of three (3) years from the disclosure of the Confidential Information, even if the Agreement was to expire earlier. This section does not limit a party’s statutory responsibilities relating to business or trade secrets.
    3. Notwithstanding this Clause 15, a party has the right to use the data collected via the use of ReceiptsMinder Platform in its own business operations and disclose to third parties or otherwise publish the said data, provided that the data is anonymised or otherwise used in a form that does not endanger the protection of a party’s Confidential Information. However, clause 16 will always be applied to End Users’ transactional and personal data.
    4. If the parties have executed a Mutual Non-Disclosure Agreement or Confidentiality Agreement (MNDA) prior to the date of this Agreement, all confidential information (or equivalent) under the MNDA will constitute the relevant party’s Confidential Information under this Agreement.
16. 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 Merchant 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 Platform’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. The Merchant acts as the data controller and ReceiptsMinder as the data processor for the personal data that concerns those receipts of the Merchant that do not relate to the End Users of ReceiptsMinder (“Merchant’s Other Customers”).
    4. Merchant acknowledges and agrees that ReceiptsMinder has no control over the content of the Merchant Material provided to it by the Merchant, including as to whether the Merchant Material contains sensitive information (as that term is defined in the Data Protection Act 2018)
    5. Merchant acknowledges and agrees that it is Merchant’s (and not ReceiptsMinder’s) responsibility to ensure that Merchant either:
       1. removes or obfuscates sensitive information from the Merchant Material that is provided to ReceiptsMinder; or
       2. has obtained all consents necessary in order for ReceiptsMinder to display that sensitive information within the Services;
       3. in the event that Merchant provides sensitive information to ReceiptsMinder as part of the Merchant Material, ReceiptsMinder will not be subject to any heightened standard of care under this Agreement with respect to the treatment of such sensitive information beyond ReceiptsMinder’s obligations with respect to Merchant Material that is not sensitive information; or subject to any heightened liability, cost, or damages with respect to sensitive information beyond ReceiptsMinder’s liability, cost or damages under this Agreement with respect to Merchant Material that is not sensitive information.
17. Indemnity
    1. Merchant indemnifies ReceiptsMinder and its Personnel (those indemnified), and will hold those indemnified harmless, against all actions, claims, charges, costs (including legal costs on a full indemnity basis), expenses, losses, damages and other liability that they may sustain or incur, directly or indirectly, as a result or as a consequence of:
       1. a breach by Merchant of this Agreement; or
       2. ReceiptsMinder’s use of the Merchant Materials.
18. No Warranties, Limitations of Liability
    1. The Merchant 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.
19. 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.
20. Termination
    1. Either party may terminate this Agreement by giving the other party at least 30 days’ notice.
    2. On expiry or termination of this Agreement for any reason:
       1. ReceiptsMinder must cease providing the Services;
       2. Merchant must pay ReceiptsMinder for those Services that have been rendered by ReceiptsMinder Platform up to the effective date of termination; and except to the extent that ReceiptsMinder has a perpetual licence to use any Confidential Information of Merchant, each Receiving Party must, at the Disclosing Party’s direction, either return to the Disclosing Party, or destroy and certify in writing to the Disclosing Party the destruction of, all Confidential Information in the Disclosing Party (or its Personnel’s) possession or control.
       3. Termination of this Agreement does not affect any accrued rights or remedies of either party.
21. 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 Merchant. If Merchant does not accept the proposed changes to this Agreement, Merchant 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. Neither party may assign any of its rights or purport to novate any of its obligations arising out of this Agreement to a third party without the other party’s prior written consent (not to be unreasonably withheld or delayed). Except that 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. 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.
    5. 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.
    6. 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.
    7. By accepting this Agreement on behalf of a party, the accepting individual warrants that it is duly authorised to do so.
    8. 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.
    9. 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.
    10. 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.