(The Customer) and The Retail Data Partnership Ltd, Unit 2a Wakely Works, Meadow Park Industrial
Estate, Essendine, Stamford, PE9 4LT. (TRDP)
In consideration of the payment by the customer to TRDP of the fees set out in this contract (as varied from time to time) and of the customer receiving hardware and software upgrades (as necessary) from TRDP, this agreement grants non-exclusive licence to the Customer to use the Local Loyalty hardware and software, and TRDP agrees to provide the services to the Customer as set out in this agreement. TRDP will not be obliged to provide any services unless payment of all fees due to TRDP from the Customer are received in full by TRDP by the due date.
1. The Services
TRDP under the umbrella of the Local Loyalty Scheme will:
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1.1
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Either upgrade the existing scanner in the Customers store or replace the existing scanner for one that will read 2D barcodes.
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1.2
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Ensure that the Customers store is set up on the Local Loyalty scheme database to allow the Customer to sign up shoppers to the Local Loyalty scheme, through their ShopMate EpoS system. Load software to the Customers EpoS system to enable the Local Loyalty Scheme to operate
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1.3
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Provide 200 Local Loyalty cards to the Customer to enable the Customer to recruit members to the scheme.
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2. Obligations of the Customer
By signing this agreement, the Customer undertakes:
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2.1
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To pay TRDP Ltd the monthly service charge as detailed below. Payments will be made monthly by direct debit. The Agreement is for a period of 12-months from the date hereof, with the service charge being reviewable every 12 months on the anniversary of this Agreement. If a direct debit fails, the Customer will make every effort to ensure that it is re-instated before the next direct debit is attempted. If a direct debit fails three times during a 12 month period, the full 12 month service fee will become due immediately. TRDP reserves the right to immobilise the software if service fees are not paid as they come due.
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2.2
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To maintain responsibility for the liability for all points awarded under the Local Loyalty Scheme and to offer Local Loyalty Customers the ability to use these points as part of the Local Loyalty scheme operation; and provide sufficient time at the end of the Local Loyalty contract, should the customer decide to cease operating the scheme, for Local Loyalty Customers to redeem these points.
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2.3
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The Customer shall indemnify TRDP against any potential claim or loss for the Local Loyalty Points balance for their specific Local Loyalty scheme.
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2.4
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The customer agrees to pay TRDP Ltd the sum of £75 setup fee and £5.25 per week thereafter exclusive of VAT for the duration of the agreement.
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2.5
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Datalogic quickscan or an equivalent hand-held scanners will be provided free of charge if needed by TRDP Ltd for the duration of the agreement.
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2.6
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The customer retains responsibility for the safe keeping of their original scanners should the Loyalty Scheme Agreement be terminated by either party.
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2.7
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Upon expiry of the three month probationary period and upon termination of the loyalty agreement by either party, the provided scanners will be returned to TRDP Ltd.
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2.8
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Alternatively the supplied scanners may be retained by the Customer at the individual cost of £180 exclusive of VAT, to be paid for by credit card.
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2.9
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The cost of returning the supplied scanners to TRDP Ltd will be met by TRDP Ltd and arrangements made for collection via courier collection.
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2.10
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The Customer agrees not to reverse compile, copy or imitate in any way the software provided on the scanner terminals.
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2.11
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The customer agrees to allow access to TRDP to connect to the Hardware, to update software and transfer files to and from the shop.
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2.12
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In the event that any hardware has to be returned to TRDP, the Customer is responsible for returning any items to TRDP in the original internal packaging and if the original packaging is no longer available, then ensuring that the contents of the parcel are protected at all times. All costs of damage to items sustained as a result of inadequate packaging will be charged to the customer. All costs of repair will be collected by direct debit after notification to the customer.
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3. Software Agreement
The Software provided by TRDP contains confidential information of TRDP and all copyright, trademarks and other intellectual property rights in the Software are the exclusive property of TRDP
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3.1
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The Customer shall not:
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3.1.1
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Copy the whole or any part of the Software.
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3.1.2
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Modify, merge or combine the whole or any part of the Software with any other software or documentation.
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3.1.3
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Assign, lease rent, charge or otherwise deal in or encumber the Software, nor use on behalf of, or make available the Software to any third party.
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3.1
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The Customer shall:
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3.2.1
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Keep confidential the Software and limit access to the Software to those of its employees, agents and sub-contractors who either have a need to know or who are engaged in the use of the Software.
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3.2.2
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Inform all relevant employees, agents and sub-contractors that the Software constitutes confidential information of TRDP and that all intellectual property rights in the Software are the property of TRDP and the Customer shall take all such steps as shall be necessary to ensure compliance by its employees, agents and sub-contractors with the provisions of Clause 3 of the Agreement.
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4. Limitation of Liability
The following provisions set out TRDP entire liability (including any liability for the acts and omissions of its employees, agents and sub-contractors) to the Customer in respect of:
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4.1
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Any breach of its contractual obligations arising under this Agreement.
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4.2
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Any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement. The Customers attention is in particular drawn to the provisions of this clause 4.
Any act or omission on the part of TRDP or its employees, agents or sub-contractors falling within clauses 4.1 or 4.2 above shall be known as an Event of Default.
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4.3
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TRDP liability to the Customer for death or injury resulting from its own or that of its employees, agents or sub-contractors negligence shall not be limited.
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4.4
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Subject to the limits set out in clause 4.5 below TRDP shall accept liability to the Customer in respect of damage to the tangible property of the Customer resulting from the negligence of TRDP or its employees, agents or sub-contractors.
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4.5
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Subject to the provisions of clause 4.3 above TRDP’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to:
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4.5.1
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£100 in the case of an event falling within clause 4.4 above.
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4.5.2
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In the case of any other Event of Default the aggregate of the Fee paid in the immediately preceding period of 12 months.
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4.6
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Subject to clause 4.3 above, TRDP shall not be liable to the Customer in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or TRDP had been advised of the possibility of the Customer incurring the same.
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4.7
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If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this Agreement.
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4.8
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The Customer hereby agrees to afford TRDP not less than 90 days (following notification thereof by the Customer) in which to remedy an Event of Default hereunder.
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4.9
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Except in the case of an Event of Default arising under clause 4.3 above TRDP shall have no liability to the Customer in respect of any Event of Default unless the Customer shall have served notice of the same upon TRDP within 2 years of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.
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4.10
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Nothing in this clause shall confer any right or remedy upon the Customer to which it would not otherwise be legally entitled.
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4.11
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Should the Customer terminate the Loyalty agreement with TRDP, no costs associated with point redemption or coupon vouchers will be the responsibility of TRDP , to either the Customer or the subscribed recipients of the Loyalty agreement.
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5. Limitation of TRDP Liability
In addition to clause 4 above TRDP will not accept any liability for any failure of the Local Loyalty scheme due to:
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5.1
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Failures within the Customers business or broadband connection that causes their ShopMate tills to stop working or communicating for any reason. TRDP does not have responsibility to monitor or support the broadband telephone service(s) used by the Customer.
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5.2
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In the event that the Customers business changes ownership, the new owner may not wish to take on the liabilities of outstanding reward points held by customers of the business. In this event, the current and new prospective owner must make provision for handing over or cancelling the points liability.
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5.3
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Incorrect allocation of reward points due to incorrect or fraudulent use of the Local Loyalty system.
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5.4
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Any failure by third parties to remunerate the Customer for voucher offers redeemed in the Customers store using the Loyalty scheme.
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Use of Information:
We reserve the right to use any information gathered through the provision of the Service to Customers for statistical, marketing or development purposes, and to make any information available to third parties. We undertake to keep confidential the source of any information, so that at no time will it be possible to link specific sales data to any outlet, unless by prior written agreement.