onecode Terms & Conditions

1. INTRODUCTION

1.1 Simply Thank You Limited is a company incorporated in England and Wales under number 04094597 whose registered office is at Richmond Court, Morton Park, Darlington, DL1 4PT (‘STY’).

1.2 STY is a provider of alphanumeric codes to be sent by text, email or on physical gift cards for the purpose of corporate gifting, incentives and rewards. Customers may purchase alphanumeric codes from STY. STY shall provide the services listed in the Specification in exchange for payment from the Customer.

1.3 The completed Customer Order Form is to be read alongside these terms and conditions.

2. COMMENCEMENT AND TERMINATION

2.1 The agreement commences on the Commencement Date and shall continue unless terminated by either party giving the other party written confirmation to end the agreement.

3. CUSTOMER’S OBLIGATIONS

3.1 The Customer shall:

1. ensure that the terms of the Order and any information it provides are complete and accurate including email addresses, mobile telephone numbers and postal addresses for the issue of e-codes and Gift Cards;
2. obtain and maintain all necessary licences, permissions and consents which may be required;
3. pay STY in accordance with the invoiced terms; and
4. where codes are distributed by the Customer to the end recipient, the Customer must also send to the end recipient the onecode terms and conditions or a working link by email or text message.

4. STY’S OBLIGATIONS

4.1 STY shall:

1. issue e-codes by email or text message to the Customer or End User;
2. post physical Gift cards to the Customer or End User;
3. provide to the Customer confirmation of the e-code or physical Gift card being delivered to the End User;
4. issue invoices to the Customer for payment;
5. inform the Customer in a timely manner of any matters which may affect the agreement;
6. use all reasonable endeavours to meet any performance dates specified at the Commencement Date, but any such dates shall be estimates only and time shall not be of the essence for performance of the agreement;
7. issue e-codes before 11:00am Monday to Friday excluding Bank Holidays.
8. comply with reasonable requests for information from the Customer.
9. provide “bounce” reports for undelivered e-codes as reasonably requested by the Customer.
10. provide Contract Managers with reports upon request.
11. maintain reporting spreadsheets, ensuring they are accurate and up to date.
12. add new products to the range as required and amend existing ranges when necessary.
13. supply and deliver e-codes, Gift Cards and Physical Gifts to the Customer to send to the End-User, where the Customer has specified the Customer is to deliver.
14. supply and deliver e-codes, Gift Cards and Physical Gifts to the End-User, where the Customer has specified the Supplier is to deliver.
15. supply a website for the redemption of e-codes and Gift Cards.
16. stock Physical Gifts for End-Users to purchase via the Simply Thank You Limited website(s).
17. supply and deliver Physical Gifts ordered by an End-User via the Simply Thank You Limited website(s). Physical Gifts will be dispatched the next Business Day if ordered before 12pm.

4.2 STY reserves the right to amend the terms if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the services, and STY shall notify the Customer in any such event.

5. CHARGES AND PAYMENT

5.1 STY shall provide interim invoices to the Customer when issuing e-codes and Gift Cards.

5.2 The Customer shall pay STY within 30 days of the date of the invoice.

5.3 STY may charge interest for late and failed payments at 4% above the Bank of England’s base rate from time to time, but at 4% per annum for any period when that base rate is below 0%.per annum Late or failed payments shall attract.

5.4 All invoiced amounts shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. WARRANTIES

6.1 Each party warrant to the other that they each have the right, power and authority to enter into this Agreement and grant the rights contemplated in this Agreement.

6.2 The Customer warrants that it has the right to disclose End User information to STY for the purpose of sending e-codes, Gift Cards and physical gifts.

6.3 The Customer indemnifies STY from any action taken by the End User for using its name and contact details to send e-codes, gift cards and physical gifts, or any other losses incurred by STY for carrying out its instruction.

7. CONTRACT MANAGEMENT AND REPORTING

7.1 Each party shall appoint a representative (a Contract Manager) to act as the main point of contact for the other party in respect of all day-to-day matters relating to orders.

7.2 The parties shall ensure that the Contract Managers meet at monthly intervals to discuss the progress being made and any disagreements which may arise.

7.3 Upon the request and frequency of the Customer’s Contract Manager, STY shall ensure that its Contract Manager provides a performance report dealing with the number of open/non-openers, a list of redeemed/non-redeemed codes, and code expiry date reminders.

8. CHANGE CONTROL PROCEDURE

8.1 Where the Customer or STY sees a need to change this Agreement (or any of the provisions therein, including the Services), whether in order to include an additional service, function or responsibility to be performed by STY for the Customer under this Agreement, to amend the Services or the service levels as set out in the Services, either party may at any time request such Change and a Change Request shall be submitted by the party requesting (as applicable) the Change to the other party. Such Change shall be agreed by the parties only once the Change Request is signed by both parties.

8.2 Any Change Request must be made by Notice, to include:

1. the Title of the Change;
2. the originator and date of request or recommendation for Change;
3. the reason for the Change;
4. full details of the Change;
5. the new or revised charges (if applicable);
6. the date of expiry of validity of the Change Request; and
7. provision for signature by the Customer and STY.

8.3 Until such Change is made in accordance with this clause 8, the Customer and STY shall, unless otherwise agreed in writing, continue to perform their obligations in compliance with its terms prior to such Change.

8.4 8.4 Any discussions which may take place between the Customer and STY in connection with a Change Request before the authorisation of a resultant Change shall be without prejudice to the rights of either party.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by STY.

9.2 STY grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of their agreement to order, supply and send e-codes and Gift cards.

9.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 9.2.

9.4 The Customer grants STY a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to STY for the term of their agreement.

10. POLICIES

10.1 The parties shall comply with their obligations as set out within the following policies:

1. Data Protection
2. Cookies
3. Privacy

11. LIMITATION OF LIABILITY:

11.1 References to liability in this clause include every kind of liability arising under or in connection with the contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

11.2 Nothing in this clause shall limit the Customer's payment obligations under the Contract.

11.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; or
3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

11.4 Subject to clause 11.2 (No limitation of customer's payment obligations) and clause 11.3 (Liabilities which cannot legally be limited), this clause 8.4 sets out the types of loss that are wholly excluded:

1. loss of profits
2. loss of sales or business.
3. loss of agreements or contracts.
4. loss of anticipated savings.
5. loss of use or corruption of software, data or information.
6. loss of or damage to goodwill; and
7. indirect or consequential loss.

11.5 Unless the Customer notifies STY that it intends to make a claim in respect of an event within the notice period, STY shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 30 days from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

11.6 This clause 11 shall survive termination of the agreement.

12. DISPUTE RESOLUTION

12.1 Any dispute arising between the parties out of or in connection with this agreement shall be dealt with in accordance with the provisions of this clause 12.

12.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

12.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:

1. Within 7 days of service of the notice, the contract managers of the parties shall meet to discuss the dispute and attempt to resolve it.
2. If the dispute has not been resolved within 7 days of the first meeting of the contract managers, then the matter shall be referred to the chief executives (or persons of equivalent seniority). The chief executives (or equivalent) shall meet within 7 days to discuss the dispute and attempt to resolve it.

12.4 The specific format for the resolution of the dispute under clause 12.3 shall be left to the reasonable discretion of the parties but may include the preparation and submission of statements of fact or of position.

12.5 If the dispute has not been resolved within 14 days of the first meeting of the chief executives (or equivalent) under clause 12.3(b), then the matter may be referred to mediation.

12.6 If:

1. the parties do not resolve any dispute or any issue in the course of mediation;
2. either party ceases to engage with the mediation process; or
3. the parties do not agree within 10 days of being entitled to do so to refer the dispute for mediation,
4. either party (or in the case of clause 12.6(b) the party who does not cease to engage with the mediation process) may then commence court proceedings in relation to that unresolved dispute.

13. GENERAL

13.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

13.2 Assignment and other dealings.

1. STY may at any time assign, subcontract, delegate, or deal in any other manner with any or all of its rights and obligations under the agreement.
2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the agreement without the prior written consent of STY.

13.3 Confidentiality

13.3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.3(b).

13.3.2 Each party may disclose the other party’s confidential information:

1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13.3; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the agreement.

13.4 Entire agreement.

13.4.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.4.2 Each party acknowledges that in entering into the agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the agreement.

13.4.3 Nothing in this clause shall limit or exclude any liability for fraud.

13.5 Variation. Except as set out in these Conditions, no variation of the agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.6 Waiver. A waiver of any right or remedy under the agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or default. A failure or delay by a party to exercise any right or remedy provided under the agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

13.7 Severance. If any provision or part-provision of the agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this agreement deleted under this clause 13.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.7.1 Notices. Any notice or other communication given to a party under or in connection with the agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in any notice or other communication shall be deemed to have been received:

1. if delivered by hand, at the time the notice is left at the proper address;
2. if sent by pre-paid first class post or other next working day delivery service, at 09:00 on the second Business Day after posting; or
3. if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 13.7.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

13.7.2 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

13.8 Third party rights.

13.8.1 Unless it expressly states otherwise, the agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the agreement.

13.8.2 The rights of the parties to rescind or vary the agreement are not subject to the consent of any other person.

13.9 Governing law. The agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

13.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the agreement or its subject matter or formation.