Business Terms and Conditions

Overview

These terms and conditions apply to your access to, and participation in, services provided by RWRD LTD. These terms and conditions, together with the RWRD Privacy Policy (“Privacy Policy”) govern the relationship between RWRD Limited, a company incorporated in England with company number 11501346 whose registered office is at Eden House, Reynolds Road, Bucks, HP9 2JL, and the user (‘You’).

Use by you of the RWRD App & Web app will constitute acceptance by you of this agreement. This agreement overrides any statements on the website and/or the App if they are different. You must therefore read it carefully.

Please print a copy of this agreement for your records. If there is anything you do not understand, please contact RWRD at support@rwrdapp.com.

Changes

RWRD LTD reserves the right to change, modify and/or eliminate the services provided and/or these terms and conditions, or any policy, FAQ or guideline pertaining to the services provided at any time and in its sole discretion.

Any changes or modifications will be effective immediately and you waive any right you may have to receive specific notice of such changes or modifications. Your continued participation in the services provided confirms your acceptance of such changes and modifications.

Age & data use

RWRD, and the services it provides, is not intended for use by anyone under the age of 16. Please read the Privacy Policy carefully to understand how the Company collects, uses and discloses information about its customers.

Sign up

To enrol in the services provided by RWRD, visit https://app.rwrd.co.uk and follow the sign up process to create a venue account.

Your membership enables you to post promotions on the RWRD newsfeed, have full access to a customisable digital loyalty scheme, feature on maps and directions and gain insights to user data. and to redeem those stamps on certain purchases in participating outlets. One membership per venue.

Qualifying Purchases

The rules for a Qualifying Purchase are either indicated within the App or are as listed here. In the event of any ambiguity, the rules laid out here shall prevail.

The rules for a Qualifying Purchase are either indicated within the App or are as listed here. In the event of any ambiguity, the rules laid out here shall prevail.

Loyalty; Stamps are valid on any drinks bought at a venue. One stamp per drink/item, at the venue’s discretion.

  • Stamps earned at the time of purchase and only when the QR Code is scanned at the point of purchase.
  • In order to redeem stamps, a customer should present the relevant screen to a member of staff. Once a customer has selected redeem, this is valid for one hour. Expired redemptions are not reversible at any time.
  • Stamps are relevant to venues individually.

General

There is a £25 monthly fee which allows RWRD members full access to all RWRD services fees associated with using RWRD services.
Subscriptions are non-refundable. Late payment fee of £5.00 is due on any outstanding invoice. Stamps accumulated have no cash value.
RWRD reserves the right to remove accounts and make ineligible for the stamps collected any account.

Expiry and cancellation policy

Your membership does not have an expiry date and continues on a monthly rolling basis. If you wish to cancel your membership altogether, you can do so in the account section in the web app.

If you cancel your membership, you will lose all access to RWRD services immediately but must transfer loyalty stamps for customers to your new scheme.

When you delete your account, all data will be immediately erased. This is not reversible.
You will not be refunded for the remaining time in the billing period in which you cancel your subscription.

We may, on notifying you, forfeit all accrued stamps, and/or suspend your right to collect and/or redeem stamps if you are in breach of this agreement, if we have reasonable grounds to suspect that you are engaged in fraudulent or other criminal activities relating to us, the App and web app, or if you supply false or misleading information to us.

Complaints procedure

Complaints regarding any element of your membership or user of RWRD services should be sent in writing or by email to support@rwrdapp.com.

Customer Insights Opt-in

RWRD collates customer insight data from users in app. When a user completes their profiles, they are able to claim a single complimentary stamp at a venue of their choice.

By opting into customer insights, your venue will appear as an option on this one time selection list.

Loyalty Stamp Distribution

RWRD reserves the right to distribute single stamps for marketing and promotional purposes.

RWRD+

RWRD offers a premium subscription for app users which includes a pre-filled stamp. By featuring on RWRD, venues agree to offering premium members a loyalty card reduced by one stamp.

RWRD Digital Tipping

Please read these Business Terms & Conditions carefully. They set out the basis on which you (as our Client) appoint us as your non-exclusive ‘commercial agent’ to collect Tips on your behalf.

These Business Terms & Conditions should be read in conjunction with our RWRD Venue Terms of Use, Privacy Policy and Cookie Policy (which together make up the ” Agreement” between us). By accessing and using RWRD, you accept and agree to the terms of this Agreement. If you do not understand or agree with the Agreement, you should not use RWRD.

From time to time, we may refine or change aspects of the Agreement, and any revised terms or policies will be made available to you at rwrd.co.uk/business-terms-and-conditions and a notification of such changes displayed in a prominent place on the RWRD app and/or website. Please take a moment to read the changes. If you continue to use RWRD after we make the changes, you will be deemed to agree to the changes. If you do not agree to the changes, you should not use RWRD.

Certain words and phrases in these Business Terms & Conditions have specific definitions when they start with capital letters. Where a defined term is used, it either has the meaning set out in clause 17 below (Definitions) or the meaning given to it in the relevant clause of these Business Terms & Conditions.

Your appointment of us as your commercial agent

  1. We need your authority to remit Tips to you. You appoint us as your non-exclusive commercial agent to collect Tips within the Territory on the terms set out in this Agreement. In this regard, we act as commercial agent only for you (that is, we are not an agent of the Customer and/or any third parties involved in the process).
  2. As your commercial agent, you give us authority to conclude transactions with Customers to collect Tips on your behalf, which includes your authority to bind you contractually in respect of those transactions.
  3. You agree that you will only have recourse against us (and we shall only be liable to you) if we collect Tips on your behalf but fail to transfer them to you when they fall due (subject to deducting our Admin Fee and such other fees/costs we are entitled to charge). In other words, you accept that we don’t have any other responsibilities towards you.
  4. As we are only your non-exclusive commercial agent, you can of course still collect Tips directly from Customers in addition to, or instead of, via RWRD.

Duration of Agreement

  1. This Agreement commences on the Effective Date and continues until the earlier of:
  2. either of us serving notice to terminate the Agreement in accordance with its terms; or

Our obligations

1. As the provider of RWRD and as your commercial agent, we shall:

Provide you with access to RWRD for the purpose of:

  • registering
  • creating an account; and
  • authorising us to conclude transactions with Customers and collect Tips on your behalf;

2. present a range of options to Customers as to the amount of Tip they wish to pay;

3. provide the Customer with the option to increase their Tip to cover our Admin Fee and costs;

4. collect and hold all money due to you as a result of Tips we collect on your behalf;

5. give you a means to access records relevant to the Tips we have collected on your behalf, including:

  • amounts received, and the time and date of the Tip;
  • amounts owing to you; and
  • any outstanding payments due from Customers; and

6. at your request, pay amounts that we hold on your behalf in your RWRD account to you (after deduction of our Admin Fee and such other fees/costs as set out in this Agreement).

2. We may use third parties (including third party payment processors) in connection with the provision our services.

3. Except as stated in this Agreement, RWRD is provided without warranty of any kind. All conditions, warranties, representations and terms implied by law, custom or otherwise are excluded by us to the fullest extent permitted by law.

4. You acknowledge that we may modify or discontinue certain functionalities or features of RWRD from time to time and we may do so, without advance notice (unless there is an adverse impact for you, in which case we shall provide reasonable of any proposed change, which shall be displayed in a prominent page on our RWRD site).

Your obligations

1. As a user of RWRD and as our ‘principal’ in the commercial agency relationship, you agree to:

  • act in good faith;
  • promptly deal with any Customer complaint or enquiry relating to Tips;
  • not permit any other person to access your RWRD account or to withdraw funds from your RWRD account; and
  • comply with all applicable laws.

2. You confirm that you:

  • have the legal right to work and receive Tips in the Territory;
  • hold a valid UK bank account registered in your name;
  • are legally capable of entering into binding contracts;
  • work in an Approved Profession;
  • remain responsible for correctly and punctually reporting of Tips paid to you by Customers via RWRD as earnings to your relevant tax authority;
  • will remain personally liable for payments of all taxation applicable to amounts paid to you through RWRD;
  • have provided information to us that is accurate and complete in our registration process.

3. You agree to reimburse us for any and all claims, damages and/or losses arising from claims made by any third party against us as a result of your failure to comply with clause 5.2(f) and (h).

Collecting your tips

  1. Just like cash tips, all Tips we collect on your behalf belong to you. You can collect Tips directly from Customers using your RWRD tag or QR code.
  2. When we collect Tips from Customers on your behalf we will pay these into your relevant RWRD Account (less our Admin Fee and any fees/costs that we are entitled to deduct in accordance with this Agreement).
  3. Your RWRD Account is personal to you and can be accessed by logging at app.rwrd.co.uk. You have the right to operate and collect Tips into your RWRD Account even in a workplace at which other ‘tip sharing’ arrangements exist – it’s your choice.
  4. Once funds in your RWRD Account have been cleared (which usually takes between 3-5 working days), they will be visible on your RWRD Tips Dashboard which can be accessed by logging at app.rwrd.co.uk. Funds held in your RWRD Account are cleared and will be paid directly into your bank account in line with the payment schedule.
  5. Payment will be made to the bank account registered in your name that you have attached to your RWRD Account, this may take 3-5 working days depending on your bank. You can do this via the RWRD platform.

Our Admin Fee, and other costs

  1. You agree to pay us our Admin Fee and certain other fees and costs explained in this clause.
  2. In respect of each Tip, subject to clause 8.3 below, we shall deduct:
    • our Admin Fee (plus any applicable VAT or equivalent sales tax); and
    • the costs we incur relating to processing card payments for collection of the Tip from the Customer, and transfer the balance to your RWRD Account.
  3. We will give the Customer the option of covering our Admin Fee and the costs of processing the card payment for the Tip transaction (by making a payment on top of the intended Tip). If the Customer agrees to this, you will receive a sum equal to 100% of the intended Tip. If the Customer does not agree to this, our Admin Fee and the transaction costs will be deducted from the Tip.
  4. We may also charge you certain set-up, subscription and/or upgrade fees to use RWRD depending on your usage plan, in accordance with our Pricing.

Privacy

  1. The privacy of your personal information is really important to us.
  2. Any personal information that you provide to us or that we collect about you will be processed in accordance with our Privacy Policy rwrdapp.com/privacy-policy. This explains what personal information we collect from or about you, why and how we collect, store, use and share it (including with your employer / work operator), your rights in relation to it, and how to contact us and supervisory authorities if you have a query or complaint about our use of it.
  3. You agree not to do (or omit to do) any act or thing which (a) puts RWRD and/or you in breach of applicable data protection law; and/or (b) is contrary to the Customer’s right to privacy under such laws.

Confidentiality

  1. We each agree at all times (i) to keep confidential and not disclose to any person any Confidential Information and (ii) only to use such Confidential Information for the purposes of performing our obligations or exercising our rights under this Agreement.
  2. We may disclose Confidential Information to our personnel, sub-contractors, representatives and/or advisers (“Permitted Disclosees”) in connection with us carrying out our obligations and/or exercising our rights under this Agreement. We shall ensure that Permitted Disclosees are subject to similar obligations of confidentiality.

Termination

  1. You may cease use of RWRD at any time by contacting the team via emailing support@rwrdapp.com or submitting a contact request via your account at app.rwrd.co.uk. The request should make clear your wish to cancel and clearly state which aspects of the service you would like to cease. When you ask us to this, we will:
    • Suspend your ability to collect Tips using RWRD;
    • Pay you any outstanding balances due to you within 90 days of your request minus any sums you owe to us.
  2. 2. We may terminate this Agreement by serving written notice to you (including by email):
    • immediately if you breach this Agreement; or
    • where we no longer are able to (or wish to) provide the RWRD service, in which case we shall endeavour to give you at least 7 days’ notice.
  3. This Agreement will automatically terminate with immediate effect if you cease to work in an Approved Profession.
  4. Termination of this Agreement will not affect any accrued rights (including our right to be paid or your right to receive Tips) as at the date of termination.

Consumer rights

  1. In using RWRD, you have certain rights as a consumer under applicable UK consumer law. Nothing in this Agreement detracts from those rights (including in respect of cancellation). However, you have the right in clause 11 above to cease use of RWRD and cancel the Agreement at any time.

Consequences of Termination

  1. On termination, you must immediately discontinue your use of RWRD. Any continued use, access, or attempted use or access by you of RWRD will make any notice by you ineffective and constitute your continued agreement to this Agreement.
  2. We shall pay you any final amounts held on your behalf in your RWRD account, (less our Admin Fee and any fees/costs that we are entitled to deduct in accordance with this Agreement).

Circumstances beyond our control

  1. We will try hard to provide a great service. However, we will not be liable for any failure or delay in performing our obligations (including a failure to pay amounts owing) resulting from any cause beyond our reasonable control. We shall keep you notified of any delays and remedial action.

General

  1. If any court or competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.
  2. Nothing in the Agreement will establish any partnership or joint venture between us, or (except as expressly stated) mean that any party to this Agreement becomes the agent of another third party, nor does the Agreement (except as expressly stated) authorise any party to enter into any commitments for or on behalf of any other third party.
  3. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
  4. You may not transfer any of your rights or obligations under these Business Terms & Conditions to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your rights will not be affected.
  5. Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered pre-paid first class post to the registered address or place of business of the notified party, or sent by email to the other party’s main email address as notified to the sending Party.
  6. Notices:
    • sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and where posted from or to addresses outside the United Kingdom, on the tenth Working Day following the date of posting;
    • delivered by hand will be deemed to have been received at the time the notice is left at the proper address;
    • sent by email will be deemed to have been received on the next Working Day after sending.
  7. Unless the context requires a different interpretation:
    • all singular words include plural ones and vice versa;
    • all references to clauses, sub-clauses, schedules or appendices are to the ones in these Client Term;
    • all references to a person includes firms, companies, government entities, trusts and partnerships;
    • the term ‘including’ does not exclude anything not listed;
    • all references to statutory provisions include any changes to those provisions;
    • no headings or sub-headings form part of these Business Terms & Conditions or the Agreement.
    • This Agreement constitutes the entire agreement between us and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between us, whether written or oral, relating to its subject matter.

Definitions

The following words and phrases have the following meanings in these Business Terms & Conditions:

Business Terms & Conditions: these Business Terms & Conditions and conditions, as amended by us from time to time

Admin Fee: the Admin Fee we are entitled to charge on each Tip transaction, amounting to 5% & 4p per transaction for under £5. For payments over £5 the charge will be 5% & 16p for domestic cards, 22p for international. Subject to change.

Confidential Information: all confidential information (however recorded or preserved) disclosed by either party to the other party concerning the disclosing party’s (a) business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities; (b) operations, processes, product information, know-how, designs, trade secrets or software; and (c) any information developed under this Agreement

Customer: an individual who wishes to pay a Tip to you via the RWRD platform

Effective Date: the first date of your access to the RWRD platform

RWRD Account: your RWRD Account holds money that is yours which will be paid out into your linked bank account via our payment schedule.

Pricing Schedule: Our agreed pricing schedule is set on Stripe. You can request details of this at any time by contacting support@rwrdapp.com or viewing your account at app.rwrd.co.uk. Pricing includes but is not limited to a recurring subscription along with 4p + 5% per transaction for tips received.

Territory: United Kingdom, Australia, Sweden, South Africa,

Tip: an uncalled for and spontaneous payment offered by a Customer to you via the RWRD platform, with the intention of this money being provided directly to you.

Working Day: any day other than a Saturday, Sunday or public holiday in England and Wales

“you”, “your” or “Client” : you, being a customer of RWRD who uses the platform to collect Tips and who appoints us as your commercial agent to collect Tips on your behalf

Compensation

Stamps earned through your membership are not covered by any compensation scheme.

Venue support services

If you need assistance or if you have any enquiry relating to your membership or use of RWRD services, you can contact us by sending an e-mail to support@rwrdapp.com.

Data protection and privacy

While registering to become a member either through the website or the app, you will be asked to provide certain personal information, including your name, address and contact details. We are committed to maintaining the security of your personal information in accordance with the requirements of the Data Protection Act and will take all reasonable steps to ensure that your personal data is kept secure against unauthorised access, loss, disclosure or destruction.

The Privacy Policy will apply whenever you provide us with personal information.

Liability of RWRD

RWRD shall not be held liable for any default resulting directly or indirectly from any cause beyond our control, including but not limited to, failure of network services and failure of data processing systems.

Your rights as a customer

As a consumer you have legal rights in relation to goods that are not of a satisfactory quality or fit for purpose and services not carried out with reasonable care and skill. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards Office. Nothing in this Agreement will affect these legal rights.

Assignment

We may transfer the benefit of this agreement to any other company in the same group of RWRD or in the case of buy-out. If we assign the benefit of this Agreement, your rights will not be affected.

Governing law

This agreement is governed by English law.

Privacy Policy

Please click here for our Privacy Policy

RWRD Tip Terms & Conditions

Introduction

1. Please read these Client Terms carefully. They set out the basis on which you (as our Client) appoint us as your non-exclusive ‘commercial agent’ to collect Tips on your behalf.
2. These Client Terms make up the “Agreement” between us. By accessing and using RWRD, you accept and agree to the terms of this Agreement. If you do not understand or agree with the Agreement, you should not use RWRD.
3. From time to time, we may refine or change aspects of the Agreement, a notification of such changes displayed in a prominent place on the RWRD app and/or website. Please take a moment to read the changes. If you continue to use RWRD after we make the changes, you will be deemed to agree to the changes. If you do not agree to the changes, you should not use RWRD.

Your appointment of us as your commercial agent

1.We need your authority to remit Tips to you. You appoint us as your non-exclusive commercial agent to collect Tips within the Territory on the terms set out in this Agreement. In this regard, we act as a commercial agent only for you (that is, we are not an agent of the Customer and/or any third parties involved in the process).
2.As your commercial agent, you give us authority to conclude transactions with Customers to collect Tips on your behalf, which includes your authority to bind you contractually in respect of those transactions.
3.You agree that you will only have recourse against us (and we shall only be liable to you) if we collect Tips on your behalf but fail to transfer them to you when they fall due (subject to deducting our Commission and such other fees/costs we are entitled to charge). In other words, you accept that we don’t have any other responsibilities towards you.
4.As we are only your non-exclusive commercial agent, you can of course still collect Tips directly from Customers in addition to, or instead of, via RWRD.

Duration of Agreement

1.This Agreement commences on the Effective Date and continues until the earlier of:
a. either of us serving notice to terminate the Agreement in accordance with its terms.

Our obligations

1.As the provider of RWRD and as your commercial agent, we shall:
a. provide you with access to RWRD for the purpose of:
registering;
creating an account; and
authorising us to conclude transactions with Customers and collect Tips on your behalf;
2.present a range of options to Customers as to the amount of Tip they wish to pay;
3.provide the Customer with the option to increase their Tip to cover our Commission and costs;
4. collect and hold all money due to you as a result of Tips we collect on your behalf;
5. give you a means to access records relevant to the Tips we have collected on your behalf, including:
a. amounts received, and the time and date of the Tip;
b. amounts owing to you; and
c. any outstanding payments due from Customers; and
3.We may use third parties (including third party payment processors) in connection with the provision our services.
4.Except as stated in this Agreement, RWRD is provided without warranty of any kind. All conditions, warranties, representations and terms implied by law, custom or otherwise are excluded by us to the fullest extent permitted by law.
5.You acknowledge that we may modify or discontinue certain functionalities or features of RWRD from time to time and we may do so, without advance notice (unless there is an adverse impact for you, in which case we shall provide reasonable of any proposed change, which shall be displayed in a prominent page on our RWRD site).

Your obligations

1.As a user of RWRD and as our ‘principal’ in the commercial agency relationship, you agree to:
a. act in good faith;
b. promptly deal with any Customer complaint or enquiry relating to Tips;
c. not permit any other person to access your RWRD account;
d. comply with all applicable laws.
e. safely & securely store the RWRD Equipment throughout the duration of the agreement.
2.You confirm that you:
a. have the legal right to work and receive Tips in the Territory;
b. hold a valid UK bank account registered in your name;
c. are legally capable of entering into binding contracts;
d. are not registered for UK VAT;
e. will use RWRD only for the collection of Tips paid directly to you by Customers;
f. remain responsible for correctly and punctually reporting of Tips paid to you by Customers via RWRD as earnings to your relevant tax authority;
g. will remain personally liable for payments of all taxation applicable to amounts paid to you through RWRD;
h. have provided information to us that is accurate and complete in our registration process.
3.You agree to reimburse us for any and all claims, damages and/or losses arising from claims made by any third party against us as a result of your failure to comply with clause 5.2.

Our commission, fees and costs

1. You agree to pay us our Commission and certain other fees and costs explained in this clause.
2. In respect of each Tip, subject to clause 8.3 below, we shall deduct:
a. our Commission (plus any applicable VAT or equivalent sales tax); and
b. the costs we incur relating to processing card payments for collection of the Tip from the Customer.
3.We will give the Customer the option of covering our Commission and the costs of processing the card payment for the Tip transaction (by making a payment on top of the intended Tip). If the Customer agrees to this, you will receive a sum equal to 100% of the intended Tip. If the Customer does not agree to this, our Commission and the transaction costs will be deducted from the Tip.
4.We may also charge you certain set-up, subscription and/or upgrade fees to use RWRD depending on your usage plan, in accordance with our Pricing Schedule.

Privacy

1.The privacy of your personal information is really important to us.
2.Any personal information that you provide to us or that we collect about you will be processed in accordance with our Privacy Policy. This explains what personal information we collect from or about you, why and how we collect, store, use and share it (including with your employer / work operator), your rights in relation to it, and how to contact us and supervisory authorities if you have a query or complaint about our use of it.
3.You agree not to do (or omit to do) any act or thing which (a) puts RWRD and/or you in breach of applicable data protection law; and/or (b) is contrary to the Customer’s right to privacy under such laws.

Confidentiality

1.We each agree at all times (i) to keep confidential and not disclose to any person any Confidential Information and (ii) only to use such Confidential Information for the purposes of performing our obligations or exercising our rights under this Agreement.
2.We may disclose Confidential Information to our personnel, sub-contractors, representatives and/or advisers (“Permitted Disclosees”) in connection with us carrying out our obligations and/or exercising our rights under this Agreement. We shall ensure that Permitted Disclosures are subject to similar obligations of confidentiality.

Termination

1.You may cease use of RWRD at any time by submitting a support request asking us to delete your account. When you ask us to this, we will:
a. Suspend your ability to collect Tips using RWRD;
b. Pay you any outstanding balances due to you within 60 days of your request minus any sums you owe to us; and
c. Block your email address from being used to register a new RWRD account. If you choose to reopen your account; you must use a different email address.
2.Upon termination you agree to cover the cost of the return of the RWRD Equipment, this cost will be applied to your final invoice.
3.We may terminate this Agreement by serving written notice to you (including by email):
a. immediately if you breach this Agreement; or
b. where we no longer are able to (or wish to) provide the RWRD service, in which case we shall endeavor to give you at least 7 days’ notice.
4.Termination of this Agreement will not affect any accrued rights (including our right to be paid or your right to receive Tips) as at the date of termination.

Consumer rights

In using RWRD, you have certain rights as a consumer under applicable UK consumer law. Nothing in this Agreement detracts from those rights (including in respect of cancellation).

Consequences of Termination

1.On termination, you must immediately discontinue your use of RWRD. Any continued use, access, or attempted use or access by you of RWRD will make any notice by you ineffective and constitute your continued agreement to this Agreement.
2.All RWRD Equipment must be safely stored until a courier can collect.

Circumstances beyond our control

We will try hard to provide a great service. However, we will not be liable for any failure or delay in performing our obligations (including a failure to pay amounts owing) resulting from any cause beyond our reasonable control. We shall keep you notified of any delays and remedial action.

General

1.If any court or competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.
2.Nothing in the Agreement will establish any partnership or joint venture between us, or (except as expressly stated) mean that any party to this Agreement becomes the agent of another third party, nor does the Agreement (except as expressly stated) authorize any party to enter into any commitments for or on behalf of any other third party.
3.This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
4.You may not transfer any of your rights or obligations under these Client Terms to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your rights will not be affected.
5.Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered pre-paid first class post to the registered address or place of business of the notified party, or sent by email to the other party’s main email address as notified to the sending Party.

Notices:
1.sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and where posted from or to addresses outside the United Kingdom, on the tenth Working Day following the date of posting;
2.delivered by hand will be deemed to have been received at the time the notice is left at the proper address;
3.sent by email will be deemed to have been received on the next Working Day after sending.

Unless the context requires a different interpretation:

1.all singular words include plural ones and vice versa;
2.all references to clauses, sub-clauses, schedules or appendices are to the ones in these Client Term;
3.all references to a person includes firms, companies, government entities, trusts and partnerships;
4.the term ‘including’ does not exclude anything not listed;
5.all references to statutory provisions include any changes to those provisions;
6.no headings or subheadings form part of these Client Terms or the Agreement.
7.This Agreement constitutes the entire agreement between us and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between us, whether written or oral, relating to its subject matter.

Governing law and jurisdiction

This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English courts.

Definitions

The following words and phrases have the following meanings in these Client Terms:
RWRD Equipment; All RWRD branded materials, NFC tags and the physical hardware digital tipping device.
Client Terms; these client terms and conditions, as amended by us from time to time
Commission; the commission we are entitled to charge on each Tip transaction, as specified in Pricing Schedule
Confidential Information; all confidential information (however recorded or preserved) disclosed by either party to the other party concerning the disclosing party’s (a) business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities; (b) operations, processes, product information, know-how, designs, trade secrets or software; and (c) any information developed under this Agreement
Customer; an individual who wishes to pay a Tip to you via the RWRD platform
Effective Date; the first date of your access to the RWRD platform
Pricing Schedule; our pricing schedule setting out applicable Commission and fees chargeable in respect of the RWRD service
Territory; United Kingdom, Channel Isles and Isle of Man
Tip; an uncalled for and spontaneous payment offered by a Customer to you via the RWRD platform, with the intention of this money being provided directly to you (or the relevant Team)
Working Day; All operational days of the year
“you”, “your” or “Client”; you, being a user of RWRD who uses the platform to collect Tips and who appoints us as your commercial agent to collect Tips on your behalf

CUSTOMER TERMS AND CONDITIONS

Introduction

1.All Tips you give using RWRD are passed directly to the business & team members (subject to our right to deduct our Commission and such other fees/costs that we are entitled to deduct with the agreement of the business).
2.Please read these Customer Terms carefully. These Customer Terms explain your rights and obligations when using RWRD as a Customer to give Tips.
3.By accessing and using RWRD to give your Tip to a business, you accept and agree to the terms of this Agreement.
4.You can contact us by submitting a support request.
5.Certain words and phrases in these Customer Terms have specific definitions when they start with capital letters.

Your Rights and Responsibilities

1.When you use the RWRD platform to make a Tip, you confirm that:
a. your intention is to offer a Tip directly to the Worker or business and, in the absence of the RWRD platform, you would have done so using cash or other means of payment; and
b. your Tip is a voluntary gratuity payment offered by you to the relevant Worker or business.
2.When you give a Tip to a Worker using RWRD, we act as the Worker’s authorized commercial agent for the Tip transaction, meaning we will collect the Tip amount from you on behalf of the Worker and will pass it directly to them (subject to deducting our Commission and such other fees/costs that we are entitled to charge to the Worker).
3.We will give you the option of covering our Commission and the costs of processing the card payment for the Tip transaction (by making a payment on top of the intended Tip). If you agree to this, the Worker will receive a sum equal to 100% of the intended Tip. If you do not agree to this, our Commission and the transaction costs will be deducted from the Tip.
4.You acknowledge that Workers have the right to do as they choose with the Tips they collect from you using RWRD.

Our Rights and Responsibilities

1.We act as a commercial agent for eligible Workers who use RWRD to collect and receive Tips. This means we are authorized by them to conclude Tip transactions and collect Tips on their behalf.
2.We do not act as your agent (or act on your behalf) in any capacity. Nothing in this Agreement will establish any partnership or joint venture between us, nor does this Agreement authorize any party to enter into any commitments for or on behalf of any other third party.
3.We provide technology services to Workers which they are permitted to make available to you to allow you to transact with them.
4.We reserve the right to:
accept or decline any Tip offered by you through RWRD; or
impose limits related to the number of times you can use RWRD per day/week/month; and
share the name associated with your chosen payment method with Workers that you Tip.
5.We shall:
a. provide you with access to RWRD for the purpose of paying a Tip to a Worker;
b. present a range of options to you as to the amount of Tip you wish to pay; and
c. provide you with the option to increase your Tip to cover our Commission and transaction costs (see above).
6.We may use third parties (including a payment processor) in connection with the provision of our services.
7.You acknowledge that we may modify or discontinue certain functionalities or feature of RWRD from time to time
8.Any personal information that you provide to us will be processed in accordance with our Privacy Policy. This explains what personal information we collect from you, why and how we collect, store, use and share it, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information.

Indemnity and Liability

1.Access to the RWRD platform is provided on an “as is” basis and no warranty is inferred or implied as to the availability of any feature offered at any time.
2.To the maximum extent permitted by applicable law, we shall have no liability to you in relation to any loss or damage suffered by you arising out of or in connection with the use or misuse of RWRD by you or a Worker.

Consumer rights

In some circumstances, you may have certain rights as a consumer under applicable UK consumer law when using RWRD. Nothing in this Agreement detracts from those rights (including in respect of cancellation). However, you have the right to elect not to use RWRD at any time.

General

1.These Customer Terms may be varied by us from time to time. Such revised terms will apply to RWRD from the date of publication. Please check the Customer Terms regularly to ensure familiarity with the then current version.
2.If any court or competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement will not be affected.
3.This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
4.You may not transfer any of your rights or obligations under these Customer Terms to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your rights will not be affected.
5.This Agreement constitutes the entire agreement between us and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between us, whether written or oral, relating to its subject matter.
6.Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

Governing law and jurisdiction

This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under this Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English courts.

Definitions
The following words and phrases have defined meanings in these Customer Terms:

Confidential Information; all confidential information (however recorded or preserved) disclosed by either party to the other party concerning the disclosing party’s (a) business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities; (b) operations, processes, product information, know-how, designs, trade secrets or software; and (c) any information developed under this Agreement
RWRD Equipment; All RWRD branded materials, NFC tags and the physical hardware digital tipping device.
Commission; our commission we are entitled to charge on each Tip transaction, as specified in Pricing Schedule
Customer Terms; these customer terms of use, as amended by us from time to time; Pricing Schedule
our pricing schedule setting out applicable Commission and fees chargeable in respect of the RWRD service, which can be found at https://www.rwrdapp.com/pricing/
Territory; United Kingdom, Channel Isles and the Isle of Man
Tip; an uncalled for and spontaneous payment offered by you to a Worker via the RWRD platform, with the intention of this money being provided directly to the Worker (or the relevant Team)
Worker; a worker or business using RWRD who you wish to give a Tip (each being a client of ours)
Working Day; all operational days
“you”, “your”, or “Customer”; you, being a customer who wishes to use RWRD to give a Tip to a Worker

TERMS OF USE

Introduction

1.These platform terms of use (” Platform Terms”) apply to all users of RWRD, which is made available via our website at RWRDapp.com, our software applications and such other technologies which we make available from time to time (collectively the “Platform”).
2.These Platform Terms should be read in addition to our Client Terms, Customer Terms and/or Operator Agreement (as applicable to you), which together make up the ” Agreement” between us. By accessing and using RWRD, you accept and agree to the terms of this Agreement. If you do not understand or agree with the Agreement, you should not use RWRD.
3.From time to time, we may refine or change aspects of the Agreement and any revised terms or policies will be made available to you at https://rwrdapp.com/business-terms-and-conditions/ and a notification of such changes displayed in a prominent place on the Platform. Please take a moment to read the changes. If you continue to use the Platform after we make the changes, you will be deemed to agree to the changes. If you do not agree to the changes, you should not use the Platform.
4.Certain words and phrases in these Platform Terms have specific definitions when they start with capital letters. Where a defined term is used, it has the meaning given to it in the relevant clause of these Platform Terms.
5.If you have any questions about any of the above, please contact us using the contact details at the end of these Platform Terms.

Registration
1.In order to use certain parts of our Platform you may be required to register for an account by providing your name, your email address and password of your choosing.
2.You must ensure that the details provided by you on registration or at any time are correct and complete. You must inform us immediately of any changes to the information that you provide when registering by updating your personal details to ensure we can communicate with you effectively.
3.Names, email addresses and profile pictures must not: (i) be obscene or offensive, (ii) infringe any third party rights, or (iii) otherwise (in our absolute discretion) be considered inappropriate.
4.You may cancel your registration and/or ask us to deactivate your account at any time by submitting a support request. If you do so, you must immediately stop using the Platform. If you wish to obtain a copy of any data related to your account prior to deletion, please request access to your data in accordance with your rights set out in our Privacy Policy.

Passwords and Security

1.When you register on the Platform, you will be asked to create a password, which you should keep confidential and not disclose or share with anyone. We will be entitled to treat any action carried out through your account as being carried out by you. You must notify us immediately if you have reason to believe that your account details may have been compromised or used by any other person.
2.If we have reason to believe that there is or is likely to be any misuse of the Platform or breach of security, we may require you to change your password and/or suspend your account.

Using the Platform

1.Our Platform is intended for use only by those who can access it from within the United Kingdom, Channel Island or the Isle of Man (the ” Territory”). If you choose to access our Platform from locations outside the Territory, you are responsible for compliance with local laws.
2.You are responsible for making all arrangements necessary to access our Platform. In particular, you are responsible for ensuring that your computer and/or portable device is compatible with our Platform.

RWRD Equipment

1.Throughout the Agreement you must safely and securely store the RWRD Equipment. The RWRD Equipment must be maintained to a serviceable standard.
2.If the RWRD Equipment is lost or damaged then the Client is liable for the cost of replacement or repair up to £500.00. This amount will be added to the clients invoice and collected in line with our billing process.

Prohibited Uses

1.You must not (and you must not cause any other person to):
a.use any automated system or software to extract content or data from the Platform for commercial purposes, except where you or any applicable third party has entered into a written agreement with us that permits such activity;
b.interfere with, damage or disrupt, the Platform or any servers or networks connected to the Platform, including by transmitting any worms, viruses, malware, spyware or any other code of a destructive, malicious or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any page of the Platform is rendered or displayed in a user’s browser or device;
c.access the Platform via a means not authorized in writing in advance by us, including but not limited to, automated devices, scripts, bots, spiders, crawlers or scrapers (except for standard search engine technologies);
4.attempt to restrict another user of the Platform from using or enjoying the Platform and you must not encourage or facilitate the breach of these Platform Terms by others;
5.use the Platform for any illegal or unauthorized purpose or in any way that advocates, promotes or assists any unlawful act such as (by way of example only) copyright infringement, computer misuse, or collecting or harvesting any information or data from our systems or servers;
6.use the Platform in any way or that (i) is defamatory of any other person, (ii) is obscene or offensive, (iii) promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or (iv) is likely to harass, upset, embarrass, alarm or annoy any other person;
7.change, modify, adapt or alter the Platform or change, modify or alter another website so as to inaccurately imply an association with the Platform or us.

Intellectual Property

1.Our Platform and all information, music, images, photographs, videos and other content displayed on our Platform (” Materials”) are protected by certain rights. These rights include all patents, rights to inventions, copyright, database rights, performer’s property rights, moral rights, trade marks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs and all other intellectual property and proprietary rights, in each case whether registered or unregistered (” Rights”). These Rights either belong directly to us or are licensed to us from their respective owners or licensors.
2.You may only view, print out, use, quote from and cite the Platform and the Materials for your own personal, non-commercial use and on the condition that you give appropriate acknowledgment to us where appropriate.
3.We expressly reserve all Rights in and to our Platform and the Materials. In particular, we reserve all Rights in the names “RWRD” and the “www.rwrdapp.com” domain name and all related domain names, trade marks, logos, brand names and/or trading names appearing on our Platform.
4.Your use of our Platform and the Materials is subject to the following restrictions. You must not:
a. copy the Platform except where such copying is incidental to normal use of the Platform, or where it is necessary for the purpose of back-up or operational security;
b. sub-licence or otherwise make available the Platform in whole or in part (including object and source code), in any form to any person without our prior written consent;
c. remove any copyright or other proprietary notices contained in the Materials;
d. use any Materials in any manner that may infringe any of our Rights or the Rights of a third party;
e. use the Materials in any way that might be illegal or breach these Platform Terms;
f. reproduce, modify, edit, mix or remix, apply any voiceover or commentary, display, perform, publish, distribute, disseminate, broadcast, frame, communicate to the public or circulate to any third party or exploit our Platform and/or the Materials in any way for any commercial purpose, without our prior written consent;
g. disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform or attempt to do any such thing; or
h. use the Platform or Materials in any way that is in contravention of any applicable law or regulation or in any manner that will violate the privacy, publicity or personal rights of others or in any defamatory, obscene, threatening, abusive or hateful material including without limitation using the Platform or any Materials in connection or association with any obscene, defamatory, illegal, pornographic material or in relation to products and services that relate to firearms, gambling, pharmaceuticals, pornography or tobacco or otherwise than in accordance with normal standards of decency.
5.Any use of our Platform or the Materials in a manner not expressly permitted by these Platform Terms may constitute an infringement of our Rights and/or the Rights of our licensors. We and our licensors reserve the right to exercise all rights and remedies available in respect of any infringement of Rights in our Platform or the Materials accessible on it.

Uploading Your Content to Our Platform

1.On certain parts of our Platform, you may be invited to upload materials to our Platform and/or make contact with other users. If you choose to upload such materials, your content must not:
a. contain any material which is or may reasonably be considered to be threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, or in breach of confidence;
b. be illegal or infringe the Rights of any third party, in any country in the world; and
c. be technically harmful (by way of example it must not include any computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
2.By uploading your content to the Platform, you hereby grant us and our designers, together with users of our Platform an irrevocable non-exclusive license (which is unlimited in time) to view and use your content without restriction, including by way of example for commercial purposes.

Links to Third Party Websites

1.The Platform (and emails that we send to you in connection with the Platform) may include links to third party websites, applications and/or other digital properties (“Third Party Properties”) that are controlled and maintained by third parties. If you decide to visit any Third Party Property or use a service made available through, or purchase products via, a Third Party Property, you do so at your own risk. It is your responsibility to satisfy yourself as to the reputation of the relevant third party and the services they offer. We are not responsible for the content, accuracy or opinions expressed on Third Party Properties. Links that we make available do not imply that we are, or our Platform is, affiliated to or associated with such websites or services.
2.Your interaction with any Third Party Property is subject to the relevant third party’s own terms and policies. In particular, third parties will process your personal data in accordance with their own privacy notices. Please read all applicable terms and policies of the relevant third party before using a Third Party Property and/or using a service made available through, or purchasing products via, a Third Party Property.

Availability of the Platform and Disclaimers

1.We provide the Platform on an “as is” and “as available” basis. We give no warranty that the Platform will be free of defects and/or faults, that defects will be corrected or that the Platform or the server that makes it available are free of viruses or anything else which may be harmful or destructive. To the maximum extent permitted by the law, we exclude all warranties not expressly set out in these Platform Terms, including but not limited to implied warranties of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
2.We may update some or all of the Platform and/or any of the services and/or content made available through it at any time and for any reason, for example to improve performance, enhance functionality, reflect changes to operating systems or address security issues. Alternatively, we may ask you to update parts of the Platform for these reasons. If you choose not to install such updates or if you opt-out of automatic updates (where applicable) you may not be able to continue using the Platform or functionality may be impaired.
3.Whilst we will use reasonable endeavors to ensure that the Platform is secure and free of errors, viruses and other malware, we give no warranty or guarantee in that regard and you are responsible for your own security, that of your personal details and your computers. We accept no liability for any disruption or non-availability of the Platform. We are under no obligation to update information on the Platform.
4.We reserve the right to alter, suspend or discontinue any part (or the whole of) the Platform. These Platform Terms shall continue to apply to any modified version of the Platform unless it is expressly stated otherwise.
5.Access to the Platform is permitted on a temporary basis and we reserve the right to withdraw access from the Platform for any reason and without notice.

Liability

1.Consumers have certain legal rights when using our Platform. These are also known as “statutory rights” as they are derived from laws such as the Consumer Rights Act 2015. Nothing in these Platform Terms affects these rights. In particular, we do not exclude our liability for:
a. death or personal injury caused by negligence;
b. fraud or fraudulent misrepresentation; or
c. any matter for which it would be illegal for us to limit or exclude our liability.
2.We will not be liable to you in respect of any losses arising out of any event or circumstance beyond our reasonable control.
3.You will be responsible for all claims, liabilities, damages, costs and expenses suffered or incurred by us as a result of your breach of these Platform Terms or default in the discharge of your obligations.
4.Except as stated in clause 10.1, and to the maximum extent permitted by law, we shall not be liable for any of the following:
a. any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
b. loss or corruption of any data, database or software;
c. any special, indirect or consequential loss or damage.
5.Except as stated in clause 10.1 or otherwise expressly stated in the Client Terms, Customer Terms or Operator Agreement (as applicable), our maximum liability to you in respect of your use of our Platform or any matter arising under or in connection with these Platform Terms is £500.

General Provisions

1.If any court or competent authority finds that any provision of these Platform Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Platform Terms will not be affected.
2.You may not assign, sub-license or otherwise transfer any rights under these Platform Terms.
3.Nothing in these Platform Terms will establish any partnership or joint venture between us, or (except as expressly stated) mean that any party to this Agreement becomes the agent of another third party, nor does the Agreement (except as expressly stated) authorise any party to enter into any commitments for or on behalf of any other third party.
4.These Platform Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
5.If we fail to exercise any right or remedy under our Platform Terms, our failure does not constitute a waiver of that right or remedy. Any waiver must be in writing and signed by us.
6.Any notice (other than in legal proceedings) to be delivered in relation to these Platform Terms must be in writing and delivered pre-paid first class post to the registered address or place of business of the notified party, or sent by email to the other party’s main email address as notified to the sending Party.

Notices:

1.sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and where posted from or to addresses outside the United Kingdom, on the tenth Working Day following the date of posting;
2.delivered by hand will be deemed to have been received at the time the notice is left at the proper address;
3.sent by email will be deemed to have been received on the next Working Day after sending.

Unless the context requires a different interpretation:
1.all singular words include plural ones and vice versa;
2.all references to paragraph, sub-paragraphs, schedules or appendices are to the ones in the Agreement;
3.all references to a person includes firms, companies, government entities, trusts and partnerships;
the terms; does not exclude anything not listed
5.all references to statutory provisions include any changes to those provisions;
6.no headings or subheadings form part of the Agreement.

Governing law and jurisdiction

1. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English courts.

Last updated: [July] 2022