1. Definitions and interpretation
1.1 In these Conditions the following definitions apply:
Affiliate
means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;
App (Social Tip)
means the mobile phone application, which is provided by the Supplier for the Service.
Applicable Law
means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national or international in any relevant jurisdiction;
Brand Portal
means the website where the Customer places the Order for supply of Services by the Supplier and obtains data in relation to the Services.
Bribery Laws
means the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption;
Business Day
means a day other than a Saturday, Sunday or bank or public holiday;
Reward
means the amount of money in (currency) to be paid to a user of the Supplier’s App which facilitates the Services.
Conditions
means the Supplier’s terms and conditions of supply set out in this document;
Confidential Information
means any commercial, financial or technical information, information relating to the Services, plans, Social Tip App user names, Social Tip App user post metrics, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;
Terms & Conditions
means these Terms and Conditions (‘T&Cs’) together with the Order placed by the Brand Partner via the Brand Portal, forming the entire agreement between Social Tip and the Brand Partner for the provision of Services including all their respective schedules, attachments, annexures and statements of work;
Control
has the meaning given to it in section 1124 of the Corporation Tax Act 2010 OR means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls, Controlled and under common Control shall be construed accordingly;
Contract
refers to these Terms and Conditions (‘T&Cs’) together with the Order placed by the Brand Partner via the Brand Portal, forming the entire agreement between Social Tip and the Brand Partner for the provision of Services. No separate formal contract is required.
Controller
shall have the meaning given to it in applicable Data Protection Laws from time to time;
Customer
means the Customer (referred to as ‘Brand Partner’) – the entity purchasing promotional services from Social Tip as outlined in the Order;
Data Protection Laws
means, as binding on either party or the Services:
(a) the GDPR;
(b) the Data Protection Act 2018;
(c) any laws which implement or supplement any such laws; and
(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
Data Protection Supervisory Authority
means any regulator, authority or body responsible for administering Data Protection Laws;
Data Subject
shall have the meaning given to it in applicable Data Protection Laws from time to time;
Documentation
means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Services;
Force Majeure
means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;
GDPR
means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);
Intellectual Property Rights
means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:
(a) whether registered or not;
(b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future;
(e) to which the relevant party is or may be entitled, and in whichever part of the world existing;
International Organisation
shall have the meaning given to it in applicable Data Protection Laws from time to time;
IPR Claim
has the meaning given in clause 12.1;
Modern Slavery Policy
means the Supplier’s anti-slavery and human trafficking policy in force and notified to the Customer from time to time;
MSA Offence
has the meaning given in clause 9.2.1;
Order
meaning the instruction from the brand partner to join the platform, which they do via onboarding in our brand portal and funding their account with a credit.
Personal Data
shall have the meaning given to it in applicable Data Protection Laws from time to time;
Personal Data Breach
shall have the meaning given to it in applicable Data Protection Laws from time to time;
Post
Meaning social media content, published by the User to promote our Brand Partners.
Price
has the meaning set out in clause 3.1;
Processing
has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly);
Processor
shall have the meaning given to it in applicable Data Protection Laws from time to time;
Protected Data
means Personal Data received from or on behalf of the Customer in connection with the performance of the Supplier’s obligations under the Contract;
Services
means the Services set out in the Order and to be performed by the Supplier for the Customer in accordance with the Contract;
Specification
means the description or Documentation provided for the Services set out or referred to in the Contract;
Sub-Processor
means any agent, sub-contractor or other third party (excluding its employees) engaged by the Supplier for carrying out any processing activities on behalf of the Customer in respect of the Protected Data;
Supplier
means registered office is at C/O Turcan Connell Princes Exchange, 1 Earl Grey Street, Edinburgh, Midlothian, Scotland, EH3 9EE.
Supplier Personnel
means all employees, officers, staff, other workers, agents and consultants of the Supplier, its Affiliates and any of their subcontractors who are engaged in the performance of the Services from time to time; and
User
A user is any individual who publishes content (e.g., photos, videos, or captions) on social media platforms and connects their account to the Social Tip app in order to earn rewards based on the performance and eligibility of those posts.
VAT
Our VAT registration number is GB464060605.
1.2. In these Conditions, unless the context requires otherwise:
1.2.1 A reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any).
1.2.2 Any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions.
1.2.3 A reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns.
1.2.4 A reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
1.2.5 A reference to a ‘company’ includes any company, corporation or other body, wherever and however incorporated or established.
1.2.6 A reference to a gender includes each other gender.
1.2.7 Words in the singular include the plural and vice versa.
1.2.8 Any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words.
1.2.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
1.2.10 A reference to legislation is a reference to that legislation as in force at the date amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract.
1.2.11 A reference to legislation includes all subordinate legislation made from time to time under that legislation.
1.2.12 A reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
2 Application of these conditions
2.1 These Conditions, and only these Conditions, apply to and form part of the Contract between the Supplier and the Customer.
2.2 No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Supplier and the Customer respectively.
2.3 Each Order by the Customer to the Supplier shall be an offer to purchase Services subject to the Contract including these Conditions.
2.4 The Supplier may accept or reject an Order at its discretion.
2.5 Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
3 Platform Fee
3.1 The Supplier shall retain a Platform fee equal to 30% of the total value of all transactions processed through the Brand Portal, inclusive of UGC purchases and services rendered, subject to VAT where applicable. By proceeding with transactions on the Brand Portal, the Customer agrees to this fee as part of the Service terms (the Price).
3.2 The Prices are exclusive of:
3.2.1 VAT (or equivalent sales tax).
3.3 The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.
4 UGC Content Purchase for Brands
4.1.1 Brand Partners may, through the Brand Portal, make offers to purchase UGC usage rights from Social Tip Users ("Users").
4.1.2 The offer amount shall be determined and agreed upon by both parties.
4.2 Process
4.2.1 Social Tip shall facilitate all communications and transactions between Brand Partners and Users.
4.2.2 Users are not obligated to accept any purchase offer.
4.3 Rights Transfer
4.3.1 Upon acceptance of an offer and completion of payment:
(a) The User grants the Brand Partner a worldwide, perpetual, non-exclusive license to use the UGC.
(b) The User retains original ownership of the content.
(c) The specific usage rights shall be detailed in a separate rights agreement.
4.4 Platform Fee
4.4.1 Social Tip shall retain its standard platform fee of 30% from each completed UGC usage rights purchase transaction.
5 Payment
5.1 The Supplier shall invoice the Customer for the Services, in full, when they add a credit in the brand portal.
5.2 The Customer shall pay:
5.2.1 In full without deduction, in cleared funds per the payment terms outlined on the invoice.
5.2.2 To the bank account provided by the Supplier on the invoice.
5.2.3 All payments made by brands to Social Tip for campaigns, services, or platform usage are final and non-refundable, the brand acknowledges and agrees that no refunds will be issued under any circumstances unless otherwise required by law.
5.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
5.3.1 The Supplier will limit the Customer’s access to the Brand Portal, and use of its Services.
6 Third party partners
6.1 Social Tip utilizes technology services and infrastructures from the following partners:
6.1.1 Plaid for secure identity verification.
6.1.2 Revolut for payment processing.
6.1.3 AWS and Google Cloud for cloud infrastructure and data security.
6.1.4 The Customer consents to the use of these providers as part of its engagement with the Social Tip platform.
7 Warranty
7.1 The Supplier warrants that at the time of performance, the Services shall:
7.1.1 conform in all material respects to their description and the Specification;
7.1.2 be free from material defects;
7.1.3 be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13; and
7.1.4 The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer’s business and needs.
7.2 The provisions of these Conditions shall apply to any Services that are remedied or re-performed with effect from performance of the remedied or re-performed Services.
7.3 Except as set out in this clause 7:
7.3.1 the Supplier gives no warranties and makes no representations in relation to the Services; and shall have no liability for their failure to comply with the warranty in clause 7.1, and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
8 Anti-bribery
8.1 For the purposes of the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
8.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
8.2.1 all of that party’s personnel;
8.2.2 all others associated with that party; and
8.2.3 all of that party’s sub-contractors; involved in performing the Contract so comply.
8.3 Without limitation neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
8.4 The Customer shall immediately notify the Supplier as soon as it becomes aware of a breach or possible breach by the Customer of any of the requirements.
8.5 Any breach by the Customer shall be deemed a material breach of the Contract that is not remediable and shall entitle the Supplier to immediately terminate the Contract by notice.
9 Anti-slavery
The Supplier shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy.
9.1 The Customer confirms and agrees that:
neither the Customer nor any of its officers, employees, agents or subcontractors has:
(a) committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or
(b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
(c) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
9.1.2 it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;
9.1.3 it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and the Modern Slavery Policy in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to the Supplier on request at any time throughout the Contract;
9.1.4 its responses to the Supplier’s modern slavery and human trafficking due diligence questionnaire are complete and accurate; and
9.2 The Customer shall notify the Supplier immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.
9.3 Any breach by the Customer shall be deemed a material breach of the Contract and shall entitle the Supplier to terminate the Contract with immediate effect.
10 Indemnity and insurance
10.1 The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.
10.2 The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom or another country by agreement in writing with the Supplier to cover its obligations under these Conditions. On request, the Customer shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable. The Customer shall on request assign to the Supplier the benefit of such insurance.
11 Limitation of liability
The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause.
11.1 The Supplier’s total liability shall not exceed the sum of £12,000.
11.2 The Supplier shall not be liable for consequential, indirect or special losses.
11.3 The Supplier shall not be liable for any of the following (whether direct or indirect):
11.3.1 loss of profit;
11.3.2 loss of revenue;
11.3.3 loss or corruption of data;
11.3.4 loss or corruption of software or systems;
11.3.5 loss or damage to equipment;
11.3.6 loss of use;
11.3.7 loss of production;
11.3.8 loss of contract;
11.3.9 loss of commercial opportunity;
11.3.10 loss of savings, discount or rebate (whether actual or anticipated);
11.3.11 harm to reputation or loss of goodwill; and/or
11.3.12 wasted expenditure.
11.4 The limitations of liability shall not apply in respect of any indemnities given by the Customer under the Contract.
11.5 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
11.5.1 death or personal injury caused by negligence;
11.5.2 fraud or fraudulent misrepresentation;
11.5.3 any other losses which cannot be excluded or limited by Applicable Law;
11.5.4 any losses caused by wilful misconduct.
12 Intellectual property
12.1 The Supplier shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that performance of benefit of the Services infringes the Intellectual Property Rights of any third party (IPR Claim), provided that the Supplier shall have no such liability if the Customer:
12.2 does not notify the Supplier in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;
12.2.1 makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier;
12.2.2 does not let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;
12.2.3 does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;
12.2.4 does not, at the Supplier’s request, provide the Supplier with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer;
12.2.5 uses the Services in combination with any other goods or services, which without such combination, no IPR Claim could or would have been made.
12.3 If any IPR Claim is made or is reasonably likely to be made, the Supplier may at its option:
12.3.1 procure for the Customer the right to continue receiving the benefit of the relevant Services; or
12.3.2 modify or replace the infringing part of the Services so as to avoid the infringement or alleged infringement, provided the Services remain in material conformance to their Specification.
12.4 The Supplier’s obligations shall not apply to Services modified or used by the Customer other than in accordance with the Contract or the Supplier’s instructions. The Customer shall indemnify the Supplier against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the Supplier in connection with any claim arising from such modification or use.
13 Confidentiality and announcements
13.1 The Customer shall keep confidential all internal business and technical confidential Information of the Supplier and of its Affiliates and shall only use the same as required to perform the Contract. For clarity, this clause does not restrict the Customer from publicly announcing or promoting their partnership with the Supplier or their use of the Services:
13.1.1 any information which was in the public domain at the date of the Contract; any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
13.1.2 any information which is independently developed by the Customer without using information supplied by the Supplier or by any Affiliate of the Supplier; or
13.1.3 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
13.2 This clause shall remain in force in perpetuity years from the date of the Contract and, if longer, three years after termination of the Contract.
13.3 The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
13.4 To the extent any confidential Information is Protected Data, such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any of the provisions.
14 Processing of personal data
14.1 The Supplier is the Controller of all user data collected through the Social Tip App. In the event that the Customer opts into purchasing user data from the Supplier, a separate data processing agreement will be entered into between the parties setting out their respective roles as Controller and/or Processor with respect to such data. For clarity, nothing in this section requires the Customer to purchase such additional services.
14.2 The Supplier shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract, if and when the Customer opts into purchasing user data services and a separate data processing agreement is executed.
14.3 The Customer shall indemnify and keep indemnified the Supplier against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Customer of its obligations.
14.4 The parties agree:
14.4.1 the Supplier shall only process (and shall ensure Supplier Personnel only process) the Protected Data in accordance with the schedule and the Contract except to the extent:
(a) that alternative processing instructions are agreed between the parties in writing; or
(b) otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
14.4.2 If the Supplier believes that any instruction received by it from the Customer is likely to infringe the Data Protection Laws it shall promptly inform the Customer and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
14.4.3 The charges payable to the Supplier shall not be discounted or set-off as a result of any delay or non-performance of any obligation in accordance with this clause.
14.5 The Supplier shall implement and maintain the technical and organisational measures set out in Part C of the schedule to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
14.6 The Supplier shall:
not permit any processing of Protected Data by any Sub-Processor without the prior specific written authorisation of the Customer;
14.6.1 prior to any Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint such Sub-Processor under a written contract containing materially the same obligations (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by the Supplier and ensure such Sub-Processor complies with all such obligations;
14.6.2 remain fully liable to the Customer under the Contract for all the acts and omissions of each Sub-Processor as if they were its own; and
14.6.3 ensure that all natural persons authorised by the Supplier or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.
14.7 The Customer authorises the appointment of the Sub-Processors listed below.
14.7.1 Google Cloud Platform (cloud infrastructure provider)
14.7.2 Amazon Web Services (AWS) (cloud infrastructure provider)
14.7.3 Revolut (payment processing services)
14.8 The Customer shall reply to any communication from the Supplier requesting any further prior specific authorisation of a Sub-Processor pursuant to promptly and in any event within 10 Business Days of request from time to time. The Customer shall not unreasonably withhold, delay or condition any such authorisation.
14.9 The Supplier shall (at the Customer’s cost):
14.10 assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the processing and the information available to the Supplier; and
14.10.1 taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’
14.11 The Supplier shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to any country or territory outside the United Kingdom or to any International Organisation without the prior written authorisation of the Customer.
14.12 The Supplier shall at the Customer’s cost and expense promptly refer to the Customer all requests it receives for exercising any Data Subjects’ rights under Chapter III of the GDPR which relate to any Protected Data. It shall be the Customer’s responsibility to reply to all such requests as required by applicable law.
14.13 The Supplier shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate the Supplier’s compliance with the obligations placed on it under this clause and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any 12 month period).
14.14 The Supplier shall notify the Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.
14.15 On the end of the provision of the Services relating to the processing of Protected Data, at the Customer’s cost and the Customer’s option, the Supplier shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires the Supplier to store such Protected Data.
14.16 Force majeure
Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 20 days, either party may terminate the Contract by written notice to the other party.
15 Removal from the brand portal
The Brand may be removed from the Platform under the following circumstances:
15.1 Failure to Fund: If the Brand fails to fund its reward pot as required, Social Tip reserves the right to pause or remove the Brand’s presence from the Platform until adequate funds are restored.
15.2 Non-Payment: If the Brand fails to pay any invoice by the due date and the amount remains unpaid for more than 30 days after notification, Social Tip may suspend or remove the Brand from the Platform.
15.3 The Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the Supplier has given notification that the payment is overdue; or
15.4 Any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
15.5 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
15.5.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
15.5.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;
15.5.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
15.5.4 becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;
15.5.5 becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
15.5.6 becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
15.5.7 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
15.5.8 has a resolution passed for its winding up;
15.5.9 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
15.5.10 suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
15.5.11 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
15.5.12 has a freezing order made against it;
15.5.13 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;
15.5.14 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
15.6 The Supplier may terminate the Contract any time by giving not less than four weeks’ notice in writing to the Customer if the Customer undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months.
15.7 The right of the Supplier to terminate the Contract pursuant shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.
15.8 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause, it shall immediately notify the Supplier in writing.
15.9 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
16 Notices
16.1 Any notice or other communication given by a party under these Conditions shall:
16.1.1 be in writing and in English;
16.1.2 be signed by, or on behalf of, the party giving it; and
16.1.3 be sent to the relevant party at the address set out in The Schedule Part A of these Terms & Conditions.
16.2 Notices may be given, and are deemed received:
16.2.1 by email: on receipt of a delivery email from the correct address; and
16.2.2 by contact form on the Brand Portal.
16.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party and shall be effective:
16.3.1 on the date specified in the notice as being the date of such change; or
16.3.2 if no date is so specified, [7] Business Days after the notice is deemed to be received.
16.4 All references to time are to the local time at the place of deemed receipt.
16.5 This clause does not apply to notices given in legal proceedings or arbitration.
17 Cumulative remedies
The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.
18 Time
Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.
19 Further assurance
The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
20 Entire agreement
20.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
20.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
20.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
21 Variation
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.
22 Assignment
22.1 The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent, such consent not to be unreasonably withheld or delayed OR which it may withhold or delay at its absolute discretion.
22.2 The Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives the Supplier prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to the Customer’s rights or obligations under the Contract shall be deemed to be an act or omission of the Customer itself.
23 Set off
23.1 The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.
23.2 The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
24 No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
25 Equitable relief
The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy.
Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
26 Severance
26.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
26.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
27 Waiver
No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.
A waiver of any term, provision, condition or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.
28 Compliance with law
The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
29 Conflicts within contract
If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions and of Part B and Part C of the schedule shall prevail to the extent of the conflict.
30 Costs and expenses
The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).
31 Third party rights
31.1 A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
31.2 Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.
32 Dispute resolution
32.1 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause.
32.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
32.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure:
32.3.1 Within ten Business Days of service of the notice, the contract managers of each of the parties shall meet to discuss the dispute and attempt to resolve it.
32.3.2 If the dispute has not been resolved within ten Business Days of the first meeting of the contract managers, then the matter shall be referred to the chief executives (or persons of equivalent seniority) of each of the parties. The chief executives (or equivalent) shall meet within five Business Days to discuss the dispute and attempt to resolve it.
32.3.3 Until the parties have completed the steps referred to in clause, and have failed to resolve the dispute, neither party shall commence formal legal proceedings except that either party may at any time seek urgent interim relief from the courts.
33 Governing law
The Contract and any dispute or claim arising out of, or in connection with, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).
THE SCHEDULE
PART A
Customer specific provisions (include these in your online form)
Customer:
Name: as provided within the brand portal on registration
Address: as provided within the brand portal on registration
Contact: as provided within the brand portal on registration
Supplier
Name: Social Tip Ltd (company number SC770810)
Address: Brewdog Balmacassie Drive, Balmacassie Commercial Park, Ellon, Scotland, AB41 8BX
Contact: hello@socialtip.io
Location: Online
Services
Providing access to App users through brand portal for promotion of the brands products or services.
PART B
Data processing details
Processing of the Protected Data by the Supplier under the Contract shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Part B of the schedule.
Subject-matter of processing:
App user's metrics from posts made involving brand products on social media channels
Duration of the processing:
Ongoing until the brands credit allocated to a campaign is exhausted or user revokes permission
Nature and purpose of the processing:
Obtaining data from posts made by social media users.
Type of Personal Data:
Name, social media accounts, bank details
Categories of Data Subjects:
One category of social media users
PART C
Technical and organisational security measures
The Supplier shall implement and maintain the following technical and organisational security measures to protect the Protected Data: www.socialtip.io/data-policy www.socialtip.io/gdpr
