Terms for Partner Agreement

These terms of agreement established the relationship between Receipt Branch Ltd and the Partner Hereinafter, this document shall be referred to as “Agreement”

Receipt Branch Ltd is a company registered in the United Kingdom, register number 14465480 and whose registered office is at Suite B,frigate House, 205 Kings Road, Birmingham, B11 2AA hereafter referred to as “Company”.

And (“Partner”) Following this agreement, the Partner shall provide to the Users of the Receipt Branch Website and App through a QR code. Business can register as a partner from App store or playstore provided. The app will provide the facility to generate a QR code from each receipt and present it infront of shoppers for purchases at the Partners outlets. The app will allow partners to advertise to customers on the Receipt Branch app.

Each is a party to this Agreement and together they are the parties.

Definitions

  • Agreement: This Agreement and any other agreement referenced in it;
  • Company’s App: All App’s or websites owned, operated or controlled by the Company and its subsidiaries, as provided for the use of the Partner or integrated App or provided by the Company.
  • Effective date: The date at the bottom of this Agreement.
  • Partner: Any Partner providing the Receipt Storage Services, on the Company’s App, under this Agreement.
  • User: any person viewing the Partners products, on the partners website, app or in store through the link on the Company’s App;

1. Terms

1.1 The Terms of this Agreement is for the Company to provide to the Partner, for the use of the Users (the Partners Customers) the Receipt Storage Service and promote the Partners, in store, Website and App products through the link on the App, for the mutual benefit of both parties, and to make available, for the Users, the Receipt Storage Services through the App.

1.2 This Agreement provides for the Partners name and/or brand on the App, in the form of an independent Partner, and a link to the Partners site, products and services by the Company on the App. It is agreed between the Parties that the use of promotional materials and the sale of products by the Partner on the App under this Agreement is not subject to any kind of partnership, employment, joint venture with or between the Company and the Partner.

1.3 - The licence herein granted will automatically and immediately cease upon termination or breach of any term of this Agreement. The Partner is granted limited, non-exclusive, non transferable, and revocable right to access, download, and use the Company App for the promotion of it’s products through It website. No hypertext links, and other promotional materials created by the Partner are to be used on the App other than those which are for the exclusive purpose of advertising, marketing or promoting the Suppliers own Products or Services provided through the Company’s App and inline with the Agreement between the parties.

1.4 The Partner shall offer a points discount award scheme to the Users and upon the QR code receipt being scanned in store by the shoppers, providing the Partner chooses to Opts In on the points system made available through the App.

1.5 The Points system may be implemented by the Partner at any chosen level of points per downloaded receipt. Points will add on to the user account as they sign in and Scan the QR code to obtain or down load a receipt. The user will be able to view the Points on the User dashboard.

1.6 The company shall with the Agreement of the Partner offer additional discount points to enhance the Users enjoyment and to encourage the User to make purchases from the Partners to this Agreement. These additional points and discounts will be agreed between the Company and the Partner from time to time as special promotions, but shall be subject to this Agreement and its terms.

2. Partner’s Obligations

2.1 - The Partner hereby expressly undertakes to hold the Company harmless from any related liabilities concerning the sale of Agreed Products and Services by the Partner, including holding the Company harmless from any third party's claims related to the infringement of intellectual property rights, or of the use of such materials is forbidden under the laws of England and Wales. The use of any promotional or other kind of materials displayed by the Partner on the Company’s App under this Agreement is at the sole responsibility of the Partner and has to be used on an "as is" basis. The Company disclaims all warranties, either expressed or implied including, but not limited to, warranties of merchantability and fitness for a particular purpose, with regard to the Partner’s Products and Services site, terms of sale and/or promotional materials as well as any and all materials which make up the products and services of every kind supplied by the Partner to the User as part of this App.

2.2 - All digital assets, promotional and marketing materials, including, but not limited to, all advertising banners, hypertext links, photographic materials, recordings, video, sound, and any form of intellectual property rights on such materials provided by the Partner of the Partner’s will remain the property of the Partner and may not be copied or reproduced, altered, modified or changed, broadcast, distributed, transmitted or disseminated, sold or offered for sale, in any manner, at anytime, anywhere in the world, except as expressly authorised in by this Agreement in writing by the Partner.

2.3 - All digital assets, promotional and marketing materials, including, but not limited to, all advertising banners, hypertext links, photographic materials, recordings, video, sound, and any form of intellectual property rights on such materials provided by the Company on the App will remain the property of the Company and may not be copied or reproduced, altered, modified or changed, broadcast, distributed, transmitted or disseminated, sold or offered for sale, in any manner, at anytime, anywhere in the world, except as expressly authorised in by this Agreement in writing by the Company.

2.4 - The Company has the right to warn the Partner and/or suspend/terminate the Agreement and withhold any pending payments of whatsoever nature to the Partner, if the Partner breaches this Agreement or if the Partner, in the sole opinion of the Company does any such things that shall bring the Company or the Company’s App into disrepute.

2.5 - The Partner remains a party in this Agreement (Party) until (1) the Partner terminates the Agreement by giving ninety (90) days notice of termination, in writing, to the Company; or (2) the Company terminates this Agreement by giving the Partner ninety (90) days notice if termination, in writing it the Vendor; or (3) the Company terminates, with immediate effect, the Partner’s Agreement, by means of notice in writing to the Partner for a Material Breach of this Agreement, which remediable, and has not been remedied by the Partner within fourteen (14) days notice in writing of the breach.

2.6 - There shall be no refund of the Annual Fee collected by direct debit under any circumstances of termination.

2.7 - Nothing herein will be construed as a grant or assignment or grant of permission to use, any rights to any intellectual property owned by the Company, including, without limitation, any and all of its trademarks or service marks.

2.8 - This Agreement and the rights herein are not transferable and may only be used by the Parties to it. The Contract( Rights of Third Parties) Act 1999 is therefore excluded.

3. Relationship Between Parties

3.1 - The Partner will be solely responsible for any legal liabilities or consequences resulting from the sale of any products or content on or through the Partner Site — Neither the Company nor any employee, associate, agent, assignee, or successor of the Company will exert or provide any direct or indirect control over monitoring of, supervision of, prior approval of, or review of the content appearing or otherwise distributed on, in, or in association with the Partner Site.

3.2 - Under no circumstance can this Agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture, or partnership between the Partner and the Company, and/or its employees, agents, or assignees.

3.3 - The Partner will not have any financial or other interest(s) in the Company nor in any property owned by the Company, its affiliates, agents, successors, or assignees.

3.4 - The Partner acknowledges and declares to take full responsibility for the content present and products sold on the Partner’s site on the Company’s App as well as any other domain or subdomain owned by the Partner. The Partner hereby expressly declares not to provide, use, or promote any content or products that are (a) illegal; (b) stolen; (c) fraudulent; or (d) in violation of any part of this Agreement on its Site as well as any other domain or any subdomain owned by the Partner nor offer any points or offer User discount for the same.

3.5 - Notwithstanding anything to the contrary in this Agreement, the Company has no direct or indirect control nor ownership interests over the content of performances or services, the manner of performances or services, the time or duration of the provision of performances, or the services or products provided by the Partner, in or in association with the Partner's site(s), except as specifically set forth in this Agreement.

3.6 - The Partner and the Company's relationship will be restricted to matters exclusively pertaining to this Agreement and will be governed entirely by the Agreement.

3.7 - The Company will have no control or ownership interests of any kind in the Partner's business or Site.

4. Declarations of the Company

4.1 Any failure to comply with this Agreement and breach by Partner of this Agreement, the Company may cancel this Agreement with immediate effect and take down the supplied Partner App and remove any promotion linked with the Partner. This Agreement with the Partner could be fully and unilaterally terminated by the Company, and the Link/App to the Partner's site suspended by the Company until the Partner complies with all of the agreed terms and in accordance with the requirements of the Company.

4.2 - In case the Partner is terminated for any reason or is not in good standing (for instance, changes in the link/App or the business, breach of this agreement, or where the Partner ceases to offer any Products or Services or the downloading of receipts on the App), the Partner will immediately and permanently cease all use of any and all apps or links provided by the Company, will ensure that any and all files containing materials provided by the Company will be removed from the Partner's site and any other domains and/or subdomains.

4.3 - The Partner hereby confirms and acknowledges to have unilaterally decided to enter into this Agreement at their own risk.

4.4 - The Partner hereby declares that the persons executing the Agreement have the authority and are entitled to contract on behalf of the Partner.

4.5 - The Partner hereby confirms and acknowledges and expressly agrees that neither the Company, any agent, or representative of the Company, nor any other person has at any time in the past or present, represented to the Partner or has otherwise directly or indirectly communicated by any means to the Partner any guarantee, reassurance, or any other communication of any kind regarding this agreement, and the Partner acknowledges that this is the entire agreement.

4.6 - The Partner hereby agrees that this Agreement is not a franchise or other business opportunity and agrees that this Agreement does not fall within the scope of any such act or law. Specifically, this Agreement is not by their definition an offer or business opportunity.

4.7 - The Partner further expressly agrees not to raise any claim of any kind against the Company and agrees to hold the Company harmless from any claim of loss by the Partner directly or indirectly resulting from providing the Services through any link or the Company’s App.

5. Obligations of the Partner

5.1 - The Partner agrees to make payment by monthly direct debit of £99.00.

5.2 - The Company reserves the right to change the fee annually and will give notice in writing to the Partner thirty days prior to any annual anniversary of the Agreement.

5.3 - The Partner acknowledges and agrees to fully compensate the Company for all damages caused by the Partner's unlawful conduct or breach of this Agreement.

5.4 - The Partner, at no time or under any circumstance, will use any material, directly or indirectly, display through any means of a negative or offensive nature on their site, domain, or subdomain. The Partner will be held liable for any and all damages incurred by the Company resulting from or in connection with such conduct, regardless of the motivation.

5.5 - The Partner or its affiliates hereby agree that any advertising, advertising links, or promotional materials of any kind, which promote the Company's App or services provided through the link on the Company’s App (except for the promotional tools provided by the Company) must be previously approved, in writing, by the Company before being displayed or featured on the Partner's site, app, domain, or any subdomains.

5.6 - The Partner hereby accepts that under no circumstances will the Company and its subsidiaries be, to the extent permitted by law, liable for any direct, indirect, incidental, special, consequential, or punitive damages that result from the Partner's violation of this Agreement.

5.7 - The Partner recognizes the duty to indemnify, pay the costs of defense, and hold harmless the Company and its subsidiaries, its officers, directors, affiliates, attorneys, shareholders, managers, members, agents, and employees from any and all claims, losses, liabilities, or expenses (including reasonable attorneys' fees or legal fees otherwise) brought by third parties arising out of or related to the Partner's conduct, statements, or actions, as well as breach of any term, condition, or promise contained herein.

6. Limited Liabilities of the Company

6.1 - Receipt Branch Ltd under no circumstance, its employees, independent contractors, authors, agents, representatives, assignees, and successors will be, to the extent permitted by law, liable to the Partner or any other person or entity, for any direct or indirect losses, injuries, or incidental or consequential damages of any kind (including, without limitation, damages for loss of business profits, business interruption, loss of business information, other incidental or consequential damages, or any other pecuniary loss) with regard to any link to the Partner's App, Website, or arising from or in connection with the use of the Company’s App and the link to the Partner's Site, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of the Company's services, content, or materials, including, without limitation, any losses due to server problems or due to incorrect placement of HTML or other programming languages.

6.2 - Notwithstanding the foregoing express limitations of liability, should the Company, its officers, employees, successors, or assignees be held liable for damages, injuries, or losses of any kind, directly or indirectly resulting from the app or link to the Partner's site on the company’s App, the aggregate liability arising with respect to and under this Agreement for any and all claims, injuries, damages, or losses will not exceed the total amount paid or payable to the Company under this Agreement, in any one year.

7. Termination and Duration of Agreement

7.1 - This Agreement shall commence on the effective date (the date of the signature of the Partner at the bottom of this Agreement) and shall terminate by notice in writing from one party to the other under the Terms relating to termination contained in this Agreement. In case this Agreement is terminated, the Partner will immediately cease using the Company's materials and the App, and any link to the Partner site will be closed.

7.2 - All of the Partner's warranties, indemnities, and obligations, which by their nature are designed to survive the termination of this Agreement, will extend beyond the termination of this Agreement.

7.3 - The Partner shall aspire to have good standing at all times, since and as long as the Partner is receiving benefits or is otherwise by its association with the Company’s App.

8. Assignment

8.1 - Receipt Branch Ltd reserves the right and may at any time and without limitation, freely assign all or part of its duties, obligations, and benefits hereunder. The Partner duly acknowledges and accepts this assignment upon communication by the Company.

8.2 - Any and all promises, obligations, duties, and warranties made by the Partner in this Agreement are personal to the Partner and neither these promises, obligations, duties, and warranties, nor any benefits hereunder may be assigned by the Partner to any other person or entity.

9. Miscellaneous

9.1 - In case the Company fails to enforce the terms laid out in this Agreement, any of the specific provisions of this Agreement will neither preclude any other or further enforcement of such provision(s), nor the exercise of any other right hereunder.

9.2 - The Company reserves the right to change the terms of this agreement by notice in writing to the Partner. This is the entire agreement between the Parties, no other written or oral agreement will supersede the provisions stated in the Agreement, unless submitted in writing and signed by the Company as an express amendment of the Agreement.

10. Data Protection

10.1 Both Parties to this Agreement acknowledge and agree that they will comply with all and any current and future updated laws and regulations in respect of Data Protection and Privacy. The Partner warrants to the Company that any personal data passed to Partner during the supply of any purchase on their site has been obtained lawfully and with all necessary authorizations and approvals.

10.2 Where Partner acts as a Data Processor for the User’s Personal Data, it shall process and deal with all such Data in line with all current Data Protection laws and Regulations in force in the UK and Europe and in whatever jurisdiction as may be warranted by the Partner and in line with the Company Data Processing Agreement.

11. Force Majeure

11.1 Force Majeure: Neither the Company nor the Partner shall bear any liability for any failure or delay in the performance of its obligations under this agreement if such delay or failure to perform is due to any Force Majeure. For the purpose of this agreement, Force Majeure shall be defined as; (a) any act, omissions, cause, or circumstance beyond the reasonable control of the Company or Partner, including without limitations; acts of God, war, national emergency, protests or rebellion, civil commotion, riots or strikes, and any form of industrial dispute (whether or not involving either party's workforce), earthquake, flood, drought, epidemic, fire, explosion, act of terrorism, pandemic, or epidemic, or any other act ordered by any government, council, or constituted body.

12. Dispute Resolution

12.1 We both agree and acknowledge that any dispute, claim, or controversy arising out of or in connection with these terms or the breach, termination, enforcement, interpretation, or validity thereof, or to the use of the services or use of the site (collectively “Disputes”) shall be submitted to arbitration.

12.2 If the Parties do not agree upon an arbitrator, either Party may request a nomination from the Chair of the Arbitration.

12.3 We both agree and acknowledge that should any dispute arise, an appointment of an officer from The Centre for Effective Dispute Resolution (CEDR) will be made, and his/her recommendation will be adopted.

12.4 We both agree and acknowledge that each Party retains the right to seek injunctive or other equitable relief in a Court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a Party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

12.5 You acknowledge and agree that we are both waiving the right to a trial by jury or to participate as a plaintiff or class expert in any purported class action or representative proceedings.

12.6 It is agreed and acknowledged unless both us otherwise agree in writing, the arbitrator may consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceedings.

12.7 If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” clause will be deemed void.

12.8 Except as provided in clause 12.4, this “Dispute Resolution” section will survive any termination of these terms.

13. Counterpart and electronic signature

13.1 This Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when executed and delivered shall be an original, but all the counterparts together shall constitute one and the same Agreement.

13.2 The Parties acknowledge and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature. Without limitation, an electronic signature shall include a faxed or scanned version of an original signature, or any other electronic means.

14. Jurisdiction and Applicable Law

14.1 Under this Agreement and all matters resulting from it, including disputes and resolutions referred, will be governed by and construed in accordance with the laws of England and Wales, notwithstanding conflict of law provisions and other mandatory legal provisions.

14.2 All parties will irrevocably submit to the exclusive jurisdiction of the courts of England and Wales, subject to clause 13, for the purposes of hearing and determining any dispute arising out of this Agreement.

Signed

Receipt Branch Limited

Kleem Asghar, Director

Date: 09 Nov, 2023