1. THESE TERMS 

    1. What these terms cover. These are the terms and conditions (Terms) on which we supply tree planting services to you. These Terms cover the provision of GiftTrees Restaurant Services, Sustainably Run Meetings Services, GiftTrees E-Commerce Services, GiftTrees Business Solutions Services and CFD Services, as described in clause 6.
    2. Why you should read them. Please read these terms carefully before you register with us. These terms tell you who we are, how we will provide services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss. You should save a copy of these Terms for future reference. 
  2. ABOUT US 
    1. Company details. GIFTTREES PARTNERS LIMITED (company number 08887943) (we and us) is a company registered in England and Wales and our registered office is at c/o ButtMiller Chartered Accountants, 1, Minster Court, Tuscam Way, Camberley GU15 3YY.Our VAT number is 349186271. We operate the websites https://plant.gifttrees.com and https://carbonfriendlydining.com.  Carbon Friendly Dining is a trading style of GiftTrees Partners Limited.  
    2. Contacting us. To contact us, telephone our customer service team at 020 8938 3365 or email us at partners@gifttrees.com How to give us formal notice of any matter under the Agreement is set out in clause 17.2. 

  3. DEFINITIONS
    The following definitions apply in this Agreement:
    1. CFD Partner means a GIFTTREES Partner who has registered with us for the provision of CFD Services;
    2. CFD Services mean the tree planting services described in clause 6.1 provided to GIFTTREES Partners who have registered with us under our Carbon Friendly Dining trading style;   
    3. GiftTrees Tokens, previously known as COIN (Carbon Offset Incentive) are available to most GiftTree Restaurant Partners. The benefits of GiftTrees Tokens are set out in clause 6.1.1; 
    4. Financial Contribution means the financial contributions in the sum of £1.23/€1.45/$1.49per tree to be planted (or such other sum as notified to you in writing from time to time in accordance with clause 8.1;
    5. Services means the tree planting services provided by us to you as described in clause 6 and shall include GiftTree Restaurant Services, Sustainably Run Meetings Services, GiftTree E-Commerce Services, GiftTree Business Solutions Services and CFD Services 
      1. GiftTrees Business Solutions Partner means a GiftTree Partner who has registered with us for the provision of GiftTrees Business Solutions Services; 
      2. GiftTrees E-Commerce Partner means a GiftTrees Partner who has registered with us for the provision of GiftTrees E-Commerce Services; 
      3. GiftTrees Meetings Partner means a GiftTrees Partner who has registered with us for the provision of GiftTrees Meetings Services; 
      4. GIFTTREES Partner (you and your) means any third party who registers with us to participate in our tree planting programmes and shall include GiftTrees Restaurants Partners, GiftTrees Meetings Partners, GiftTrees E-Commerce Partners, GiftTrees Business Solutions Partners and CFD Partners; and
        1. GiftTrees Restaurants Partner means a GiftTrees Partner who has registered with us for the provision of GiftTrees Restaurants Services. 

  4.  OUR CONTRACT WITH YOU 
    1. Our contract. These Terms apply to the registration by you and supply of Services by us to you (Agreement). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    2. Entire agreement. The Agreement is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Agreement.
    3. Language. These Terms and the Agreement are made only in the English language.

  5. COMMENCING THE SERVICES
    1. Registering as a partner. Please follow the onscreen prompts to register your interest in becoming a GiftTrees Partner. On receipt of the completed registration form, we shall get in touch with you to collate further information and to complete the registration process.
    2. Accepting your registration for Services. Once we have accepted your registration to become a GiftTrees Partner, we will send you an email to confirm your registration, at which point, the agreement between you and us will come into existence and you shall be eligible to receive the Services, subject to these Terms.
    3. If we cannot accept your registration. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your registration.

  6. OUR SERVICES
    1. GiftTrees Restaurant Services and CFD Services. If you are registered as a GiftTrees Restaurants Partner or a CFD Partner, we shall, during the term of this Agreement:
      1. facilitate from time to time the planting of trees using the Financial Contributions paid by you;
      2. actively promote our relationship with you and the fact that you are a GiftTrees Restaurants Partner or a CFD Partner;
      3. provide you with access to promotional material to use across all your marketing activity, including a high-quality certification plaque and a social media edited video;
      4. at our own cost, and using any branding provided by you, provide a unique, customisable and interactive showcase page on our website dedicated to you (detailing the tree planting initiative, tree planting information, highlighting the social purpose of your business) and to which you may add additional content;
      5. on receipt of any Financial Contributions from you, acknowledge receipt of such monies and confirm the corresponding number of trees to be planted;
      6. within 28 days of receipt of Financial Contributions from you, allocate and pay for the relevant number of trees to be planted;
      7. use a network of non-government organisations (NGOs) and charities to plant all trees; and
      8. for each month that you send us Financial Contributions, provide to you a letter of verification confirming the monies that have been paid to the relevant third-party tree planting organisations engaged by us to plant trees.

      1. GiftTrees Token Initiative. If you are registered as a GiftTree Restaurant partner you may be eligible to receive rewards under the GiftTrees Token initiative.(For Carbon Friendly Dining please refer to clause 8.7)

        GiftTrees Tokens can be used to pay for your epos hardware, software, upgrades and renewals or alternatively to purchase additional GiftTrees and contribute even more to reducing climate change.

        For every 10 GiftTrees planted, you will receive a GiftTrees Token, each Token is worth the equivalent of £1/€1/$1.

        To redeem your GiftTrees Tokens, either;

        • Ask your Epos provider to send us an invoice quoting your Company details and including a contact reference.
        • Where your epos company is unable to invoice us direct, please forward a copy of your Epos invoice with your bank details, and we will remit the funds directly to your bank account to forward to your Epos provider.

        GiftTrees will provide regular statements showing the amount of GiftTrees Tokens that you have accrued and that are available to redeem.

        You can find out how many GiftTrees Tokens you have accrued at any time simply by emailing partners@GiftTrees.com

        You can redeem the GiftTrees Tokens that have been accrued against your EPOS payment when it is due, which may not cover the total amount due, and you will need to settle any outstanding balance.

        You can only redeem your GiftTrees Tokens subject to:

        • That you will commit to participate in the GiftTree Token initiative for a further 12 months following the redemption of your GiftTree Tokens

        • There are no arrears on your account with regard to passing the funds you have collected on the diner’s behalf to GiftTrees.
        • That your Restaurant is still an active member of the initiative, and your Diners are funding trees

        If you leave the initiative, any unclaimed GiftTrees Tokens will be used to Plant additional GiftTrees at £1.23/€1.45/$1.49.

    2. SR Meetings Services. If you are registered as a SR Meetings Partner, we shall, during the term of this Agreement:
      1. facilitate from time to time the scheduling of meetings and the planting of trees using the Financial Contributions paid by you;
      2. grant you a license in the terms set out in Schedule 1 to use our plug-in (Software) for the purpose of scheduling meetings in your meeting scheduling system in connection with this Agreement;
      3. create interactive emails and personalised tree planting certificates or videos for the participants added by you to the meetings and provide you an option for emails to be sent a set time before or after each meeting for maximum impact;
      4. actively promote our relationship with you and the fact that you are a GiftTrees Meetings Partner;
      5. provide you with access to promotional material to use across all your marketing activity;
      6. at our own cost, and using any branding provided by you, provide a unique, customizable and interactive showcase page on our website dedicated to you (detailing the tree planting initiative, tree planting information, highlighting the social purpose of your business) and to which you may add additional content;
      7. on receipt of any Financial Contributions from you, acknowledge receipt of such monies and confirm the corresponding number of trees to be planted;
      8. within 28 days of receipt of Financial Contributions from you, allocate and pay for the relevant number of trees to be planted;
      9. use a network of NGOs and charities to plant all trees; and
      10. for each month that you send us Financial Contributions, provide to you a letter of verification confirming the monies that have been paid to the relevant third-party tree planting organisations engaged by us to plant trees.
      11. during any trial period or where SRM is provided for free, Sustainably Run will only fund trees for meeting attendees that register and choose their tree at GiftTrees.com

    3. GiftTrees E-Commerce Services. If you are registered as a GiftTrees E-Commerce Partner, we shall, during the term of this Agreement:
      1. facilitate from time to time the planting of trees using the Financial Contributions paid by you;
      2. provide you with our API link for use in the checkout/basket section of your website;
      3. issue personalised tree planting certificates or videos to customers;
      4. actively promote our relationship with you and the fact that you are a GiftTrees E-Commerce Partner;
      5. provide you with access to promotional material to use across all your marketing activity;
      6. at our own cost, and using any branding provided by you, provide a unique, customizable and interactive showcase page on our website dedicated to you (detailing the tree planting initiative, tree planting information, highlighting the social purpose of your business) and to which you may add additional content;
      7. on receipt of any Financial Contributions from you, acknowledge receipt of such monies and confirm the corresponding number of trees to be planted;
      8. within 28 days of receipt of Financial Contributions from you, allocate and pay for the relevant number of trees to be planted;
      9. use a network of NGOs and charities to plant all trees; and
      10. for each month that you send us Financial Contributions, provide to you a letter of verification confirming the monies that have been paid to the relevant third-party tree planting organisations engaged by us to plant trees.

    4. GiftTrees Business Solutions Services. If you are registered as a GiftTrees Business Partner, we shall, during the term of this Agreement:
      1. facilitate from time to time the planting of trees using the Financial Contributions paid by you, including the creation of bespoke business initiatives for the planting of trees tailored to your business;
      2. actively promote our relationship with you and the fact that you are a GiftTrees Business Partner;
      3. provide you with access to promotional material to use across all your marketing activity;
      4. at our own cost, and using any branding provided by you, provide a unique, customisable and interactive showcase page on our website dedicated to you (detailing the tree planting initiative, tree planting information, highlighting the social purpose of your business) and to which you may add additional content;
      5. on receipt of any Financial Contributions from you, acknowledge receipt of such monies and confirm the corresponding number of trees to be planted;
      6. within 28 days of receipt of Financial Contributions from you, allocate and pay for the relevant number of trees to be planted;
      7. use a network of NGOs and charities to plant all trees; and
      8. for each month that you send us Financial Contributions, provide to you a letter of verification confirming the monies that have been paid to the relevant third-party tree planting organisations engaged by us to plant trees.
    5. Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Agreement or have any contractual force.

    6. Compliance with specification. Subject to our right to amend the specification (see clause 6.7) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your registration in all material respects. All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

    7. Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will try to notify you in advance of any such amendment.

    8. Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

    9. Time for performance. We will use all reasonable endeavours to meet any performance dates we specify, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Agreement.

  7. YOUR OBLIGATIONS
    1. General obligations. As a GiftTrees Partner, it is your responsibility to ensure that:
      1. you cooperate with us in all matters relating to the Services;
      2. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
      3. you prepare your IT systems for the supply of the Services;
      4. cover the cost of any third party systems or software required in order for us to effectively provide the Services (including epos systems);
      5. you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
      6. you comply with all applicable laws, including health and safety laws;
      7. all Financial Contributions are sent to us on the date they become due and that any shortfall in monies transmitted to us shall be pursued by us as a debt;
      8. actively promote that you are a GiftTrees Partner during the term of this Agreement and market the tree planting scheme in a way to ensure maximum participation from diners, meeting participants or clients (as appropriate); and
      9. comply with our policies notified to you from time to time.

    2. Obligations specific to GiftTrees Restaurants Partners and CFD Partners. If you are a GiftTrees Restaurants Partner or a CFD Partner, in addition to the obligations in clause 7.1, it is your responsibility to ensure that:
      1. you have subscribed to and/or use an epos system (if you are a CFD Partner, you will be required to subscribe to the LightSpeed system);
      2. you include on each bill or invoice that you issue to diners the prescribed wording provided by us notifying diners of the tree planting initiative;
      3. you regularly provide us with details of the number of bills or invoices issued by you and any related information as we may reasonably request; and
      4. upon request, allow us to carry out an audit in order to verify the bills and invoices issued to diners and provide us assistance in relation to any such audit.

    3. Obligations specific to SR Meetings Partners. If you are a SR Meetings Partner, in addition to the obligations in clause 7.1, it is your responsibility to ensure that:
      1. you fully comply with the terms of the licence set out in Schedule 1;
      2. you cover the cost of integrating the Software into your systems; and
      3. you provide us with details of the number of meetings hosted by you and meeting participants and any related information as we may reasonably request.

    4. Obligations specific to GiftTrees E-Commerce Partners. If you are a GiftTrees E-Commerce Partner, in addition to the obligations in clause 7.1, it is your responsibility to ensure that:
      1. you use our API link in the checkout/basket section of your website;
      2. you include in the checkout/basket section of your website the prescribed wording provided by us notifying customers of the tree planting scheme;
      3. you cover the cost of integrating our API link into your website and systems; and
      4. you provide us with details of the number of purchases made by customers via your website and any related information as we may reasonably request.

    5. Obligations specific to GiftTrees Business Solutions Partners. If you are a GiftTrees Business Solutions Partner, in addition to the obligations in clause 7.1, it is your responsibility to ensure that:
      1. if requested by us, you subscribe to an epos system and/or use our API link in the checkout/basket section of your website;
      2. you include in the checkout/basket section of your website the prescribed wording provided by us notifying customers of the tree planting scheme;
      3. you cover the cost of integrating our API link into your website and systems if appropriate and your own costs associated with the creation and development of bespoke business initiatives for planting of trees tailored to your business; and
      4. you provide us with details of the number of purchases made by customers via your website or otherwise and any related information as we may reasonably request.

      1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Agreement under clause 14 (Term and Termination);
      2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
      3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in this clause 7 (Your Default):

  8. PRICE AND PAYMENT
    1. Price. In consideration of us providing the Services to you from time to time, you shall pay to us the Financial Contributions, being the sum of £1.23/€1.45/$1.49 per tree to be planted or such other sum per tree to be planted as we may notify to you in writing from time to time by giving you at least 30 days’ notice.

    2. When you must pay and how you must pay. We shall raise our invoice to you at the beginning of each month. You shall by the 10th day of each calendar month, using the recurring direct debit payment scheme GoCardless or alternative payment method agreed with us (such as BACS), pay the Financial Contributions relating to the previous calendar month to us in full with no deductions.

    3. Default interest. If you fail to make a payment under the Agreement by the due date, then, without limiting our remedies under clause 14 (Term and Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

    4. No set-off. You shall pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

    5. Taxes. All amounts payable under this Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under this Agreement by us to you, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

    6. Promotional planting of first 100 trees free of charge. We shall, at our own discretion, facilitate free of charge the planting of the first 100 trees in connection with the Services, provided that you instruct us to plant a minimum of 200 trees (including the first 100 trees free of charge) within 90 days of the commencement of the Services. If you fail to do so, we shall be entitled to charge you the Financial Contributions in relation to the first 100 trees planted free of charge in accordance with this clause.

    7. Carbon Friendly Dining Sustainable Credits Reward Programme. We shall, at our sole discretion, offer to CFD Partners, who have subscribed to LightSpeed, participation in the Carbon Friendly Dining Sustainable Credits Reward Programme (Reward Programme) subject to the terms set out below:
      1. CFD Partners can earn one credit (Credit) for every six trees they instruct us to plant in connection with the CFD Services, provided that full payment has been received by us for the planting of such trees.
      2. The number of Credits a CFD Partner has earned will be shown on the Carbon Friendly Dining dashboard accessed by logging into our website. The Credits cannot be shared, transferred or linked to any other CFD Partner or third parties.
      3. Credits can be redeemed for rewards (Rewards) from time to time by logging into the Carbon Friendly Dining dashboard on our website or by contacting us. Each Credit has no cash redemption value and no other cash or monetary value, save to the extent that we may allow CFD Partners to redeem Credits for Rewards in accordance with these Terms. No monetary equivalents are offered under the Reward Programme.
      4. Credits earned can be redeemed for Rewards and, for the purposes of benefitting from the Rewards only, each Credit shall have a value equal to the Financial Contribution payable by the relevant CFD Partner from time to time for one tree planted.
      5. The Rewards offered under the Reward Programme are certain products and services supplied by Lightspeed. The Rewards are subject to change and availability and restrictions may apply from time to time. The Rewards may also be subject to LightSpeed’s terms and conditions. CFD Partners need to indicate at the time of purchase of the LightSpeed’s products or services that they wish to use the Rewards.
      6. Once Credits are redeemed, the redemption cannot be undone and any refunds using Credits will be subject to LightSpeed’s terms and conditions.
      7. Once Credits have been redeemed, the Restaurant agrees to actively participate in the CFD initiative for a further 12 month, from the date of redemption.
      8. There is no expiry date for Credits earned and not redeemed following the end of the year, provided that the CFD Partner remains enrolled in the Reward Programme and subject always to the other provisions set out in these Terms.
      9. If this Agreement terminates or a CFD Partner withdraws its participation from the Reward Programme, any Credits earned and not redeemed at the date of termination or withdrawal will be forfeited.
      10. If a CFD Partner has failed to make a payment to us under the Agreement on the due date or if they have breached these Terms, they shall not be entitled to redeem Credits and we reserve the right not to allocate Credits.
      11. We may withhold, adjust or deduct Credits or delay crediting them in the event Credits have been credited or debited in error, or where we reasonably suspect fraudulent activity or a breach of these Terms.
      12. We are not liable for claims regarding any failure or breach with respect to products and services supplied by LightSpeed as Rewards under the Reward Programme and CFD Partners shall be responsible for any taxes in respect of the Reward Programme and any Rewards received.
      13. The Reward Programme is made available entirely at our discretion and we may at any time end the Reward Programme or terminate a CFD Partner’s enrolment to the Reward Programme by giving at least 15 days’ notice.

  9. COMPLAINTS 
    If a problem arises or you are dissatisfied with the Services, please email partners@GiftTrees.com.

  10. INTELLECTUAL PROPERTY RIGHTS
    1. All intellectual property rights in or arising out of or in connection with the Services (including promotional materials) and the Software (including any maintenance releases) (other than intellectual property rights in any materials provided by you) will be owned by us or our third party licensors and you shall have no rights other than the right to use the Services and Software in accordance with these Terms.
    2. We agree to grant you a fully paid-up, non-exclusive, royalty-free, revocable licence during the term of the Agreement to use our logo and other marketing/promotional materials provided by us, in the form provided by us, on your website, social media pages and other advertising materials of yours, for the term of this Agreement. You may not sub-license, assign or otherwise transfer the rights granted in this clause 10.2.
    3. You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use your company logo, branding and other marketing materials of yours on our website, social media pages and other advertising materials of ours, for the term of this Agreement, in order to promote you as a GiftTrees Partner and advertise our Services. You warrant that you have all necessary rights in the materials supplied by you to us and all rights to provide these materials to us for such purposes.

  11. DATA PROTECTION
    1. Both parties will comply with all applicable requirements of the Data Protection Act 2018 and, where applicable, the General Data Protection Regulation ((EU) 2016/679). This clause 11.1 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under such data protection legislation.
    2. The data protection obligations set out in Schedule 2 shall apply to the parties in respect of the provision of GiftTrees Meetings Services, GiftTrees E-Commerce Services and GiftTrees Business Solutions Services.
    3. We will use any personal information you provide to us to:
      1. provide the Services; and
      2. inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
    4. We will process your personal information in accordance with our Privacy Policy, the terms of which are incorporated into this Agreement.

  12. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
    1. Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation; and
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    2. Subject to clause 12.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:
      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. any indirect or consequential loss.
    3. Subject to clauses 12.1 and 12.2, our total liability to you arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total sums paid by you to us for the Services under the Agreement.
    4. We have given commitments as to compliance of the Services with the relevant specification in clause 6.6. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.
    5. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of you having grounds to make a claim in respect of the event and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
    6. Nothing in these Terms limits or affects the exclusions and limitations set out in our Website Terms and Conditions of Use.
    7. This clause 12 will survive termination of the Agreement.

  13. CONFIDENTIALITY
    1. We each undertake that we will not at any time during the Agreement, and for a period of five years after termination of the Agreement, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 13.2.
    2. We each may disclose the other's confidential information:
      1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Agreement. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 13; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Agreement.

  14. TERM AND TERMINATION
    1. Term. This Agreement shall commence on the date you receive an email from us confirming your registration as a GiftTrees Partner and shall continue, unless terminated earlier in accordance with its terms, when either party provides the other with 30 days prior written notice.
    2. Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Agreement with immediate effect by giving written notice to you if:
      1. you commit a material breach of any term of the Agreement;
      2. you commit a breach of any term of the Agreement and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
      3. you fail to pay any amount due under the Agreement on the due date for payment;
      4. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
      5. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;
      6. we reasonably believe that an ongoing association with the you would be potentially or actually harmful to us, our brand, our goodwill or our customers; or
      7. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Agreement has been placed in jeopardy.
    3. Consequences of termination. On termination of this Agreement for whatever reason, you shall:
      1. immediately remove from your bills, invoices, checkout/basket section of your website the prescribed wording notifying diners or customers (as applicable) of the tree planting scheme;
      2. immediately cease charging diners or customers (as applicable) in connection with our tree planting scheme;
      3. promptly remove from your website, social media and any other marketing materials our logo, name and any other mention of us and/or our tree planting programme;
      4. immediately cease using the Software;
      5. on request, deliver up to us any marketing materials that we have provided to you; and
      6. within 14 days of the termination date, send to us all Financial Contributions that are due to us.

  15. Accrued rights. Termination of the Agreement will not affect your or our rights and remedies that have accrued as at termination.
    1. Survival. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

  16. EVENTS OUTSIDE OUR CONTROL
    1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
    2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Agreement:
      1. we will contact you as soon as reasonably possible to notify you; and
      2. our obligations under the Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
    3. You may, on written notice to us, cancel the Agreement affected by an Event Outside Our Control which has continued for more than 30 days.

  17. COMMUNICATIONS BETWEEN US
    1. When we refer to "in writing" in these Terms, this includes email.
    2. Any notice or other communication given by one of us to the other under or in connection with the Agreement must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.
    3. A notice or other communication is deemed to have been received:
      1. A notice or other communication is deemed to have been received:
      2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
      3. if sent by email, at 9.00 am the next working day after transmission.
    4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
    5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

  18. GENERAL
    1. Assignment and transfer
      1. We may assign or transfer our rights and obligations under the Agreement to another entity but will always notify you in writing or by posting on this webpage if this happens.
      2. You may only assign or transfer your rights or your obligations under the Agreement to another person if we agree in writing.
    2. Variation. Any variation of the Agreement only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
    3. Waiver. If we do not insist that you perform any of your obligations under the Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
    4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    5. Third party rights. The Agreement is between you and us. No other person has any rights to enforce any of its terms.
    6. Governing law and jurisdiction. The Agreement is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Agreement to the exclusive jurisdiction of the English courts.

 

SCHEDULE 1

SR MEETINGS SERVICES

SOFTWARE LICENCE AND USE OF SOFTWARE

  1. In consideration of the Financial Contributions paid by you to us under this Agreement and subject to the terms of this Schedule 1, we grant you a non-exclusive, non-transferable, revocable licence for the term of this Agreement to use the Software for the purpose of scheduling meetings in your email and meeting scheduling system in connection with this Agreement.
  2. You may not use the Software other than as specified in this Schedule 1 without our prior written consent, and you acknowledge that any change of use approved by us may result in fees being payable by you.
  3. You may make backup copies of the Software for its lawful use. You shall record the number and location of all copies of the Software and take steps to prevent unauthorised copying.
  4. You have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by you.
  5. You accept responsibility for the selection of the Software to achieve your intended results and acknowledge that the Software has not been developed to meet your individual requirements.
  6. You shall:
    1. ensure that the Software is installed on designated equipment only as requested by us;
    2. keep a complete and accurate record of your copying and disclosure of the Software and its users, and produce such record to us on request from time to time;
    3. notify us as soon as you becomes aware of any unauthorized use of the Software by any person; and
    4. permit us to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that you are complying with the terms of this licence, provided that we provide reasonable advance notice to you of such inspections, which shall take place at reasonable times.
  7. We will provide you with all maintenance releases generally made available to our GiftTrees Meetings Partners. We warrant that no release will adversely affect the then existing facilities or functions of the Software.

 

SCHEDULE 1

DATA PROTECTION

  1. DEFINITIONS

    Applicable Laws: means (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom; and (b) to the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which we are subject.

    Applicable Data Protection Laws: means (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which we are subject, which relates to the protection of personal data.

    Customer Personal Data: any personal data which we process in connection with this Agreement, in the capacity of a processor on your behalf.

    EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

    Purpose: the purposes for which the Customer Personal Data is processed, as set out in paragraph 2.6(a).

    UK GDPR: has the meaning given to it in the Data Protection Act 2018.

  2. DATA PROTECTION
    1. For the purposes of this paragraph 2, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
  3. Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This paragraph 2 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.
  4. For the purposes of Applicable Data Protection Laws, we shall process the personal data set out below as a processor on your behalf. This paragraph sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject.
    1. Scope, Nature and Purpose of Processing: The personal data shall be processed for the purposes of providing the Services in accordance with this Agreement.
    2. Duration of the Processing: The personal data shall be processed for the duration of this Agreement.
    3. Types of Personal Data: The personal data processed may include names, email addresses, job titles and IP addresses.
    4. Categories of Data Subject: The personal data concern end-users clients/customers of GiftTrees Partners and employees of GiftTrees Partners.
    5.  
  5. Without prejudice to the generality of paragraph 2.2, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to us or lawful collection of the same by us for the duration and purposes of this Agreement.
  6. Without prejudice to the generality of paragraph 2.2, we shall, in relation to Customer Personal Data:
    1. process that Customer Personal Data only for the purposes of providing the Services under this Agreement, unless we are required by Applicable Laws to otherwise process that Customer Personal Data. Where we are relying on Applicable Laws as the basis for processing Customer Processor Data, we shall notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you on important grounds of public interest. We shall inform you if, in our opinion, your instructions infringe Applicable Data Protection Legislation;
    2. implement technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which you have reviewed and confirm are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
    3. ensure that any personnel engaged and authorised by us to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
    4. assist you insofar as this is possible (taking into account the nature of the processing and the information available to us), and at your cost and written request, in responding to any request from a data subject and in ensuring your compliance with your obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    5. notify you without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;

    6. at your written direction, delete or return Customer Personal Data and copies thereof to you on termination of this Agreement unless we are required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this paragraph 2.6(f) Customer Personal Data shall be considered deleted where it is put beyond further use by us; and

    7. maintain records to demonstrate its compliance with this paragraph 2.
  7. You hereby provide your prior, general authorisation for us to:
    1. appoint processors to process the Customer Personal Data, provided that we:
      1. shall ensure that the terms on which we appoint such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on us in this paragraph 2;
      2. shall remain responsible for the acts and omission of any such processor as if they were our acts and omissions; and
      3. shall inform you of any intended changes concerning the addition or replacement of the processors, thereby giving you the opportunity to object to such changes provided that if you object to the changes and cannot demonstrate, to tour reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, you shall indemnify us for any losses, damages, costs (including legal fees) and expenses suffered by us in accommodating the objection.
    2. transfer Customer Personal Data outside of the UK as required for the Purpose, provided that we shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, you shall promptly comply with any reasonable request made by us, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
  8. Either party may, at any time on not less than 30 days' notice, revise this Schedule 2 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

 

 

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