Partner Service Agreement Terms and Conditions

RECITALS

Taken together these PG Vouchers Partner Terms and Conditions and our Partner Order Form constitute the “Contract” between the Partner and PG Vouchers for the placement of marketing and promotion services by the Partner with [PG Vouchers].

The voucher will be promoted by PG Vouchers in accordance with this Contract. For this purpose PG Vouchers acts as the marketing agent for the Deal,

The Partner is responsible for fulfilling and issuing the voucher in accordance with the terms of the Deal.

The parties hereby confirm:

  • They have the authority to enter into this Contract and to fully perform the obligations hereunder;
  • This Contract does not and will not conflict with any of the parties other obligations to any third parties; and
  • It complies and will comply with all applicable laws and regulations.

1. UNDERTAKINGS

1.1 PARTNER

1.1.1 The Partner acknowledges that PG Vouchers is responsible for the marketing and facilitating of the purchase of the Voucher only. The Partner at all times remains responsible for all other responsibilities in respect of the Voucher including, but not limited to, issuing the Voucher, fulfilling the Deal and providing the Product to the person or persons redeeming the Voucher. 1.1.2 The Partner agrees to honour and fulfil all Vouchers sold for the Deal in accordance with the Terms of the Deal, this Contract, and any applicable laws. For the avoidance of doubt, the Partner agrees that in honouring and fulfilling the Voucher, it will not go beyond the specific requirements of the Voucher (for example, by requiring any additional payments or imposing any further conditions or terms).

1.1.3 The Partner shall accept those Vouchers, approved by PG Vouchers, which are presented to them for redemption. For the avoidance of doubt, this includes, but is not limited to, physical printouts of the Voucher or an electronic presentation of the Voucher

1.1.4 The Partner confirms that, save as expressly detailed in the terms of the Deal, they will not differentiate or discriminate in any way Voucher holders as against paying Partners.

1.1.5 Where any of the Deals require advance scheduling, the Partner agrees to use best endeavours to accommodate the scheduling request of the Voucher holder.

1.1.6. As and when requested by PG Vouchers, the Partner shall provide to them the required marketing materials (by way of example the Partner's logo). This shall be used by Ping Gorilla in producing the promotional material for the relevant Deal ("the Promotional Material"). To this end, the Partner hereby grants PG Vouchers a non-exclusive perpetual, royalty free, worldwide license to reproduce, use, display, perform, distribute, communicate to the public and create Promotional Creative based upon the Partner Content for the purpose of developing, distributing and otherwise promoting the Promotional Creative’s as PG Vouchers deems appropriate (and to sublicense the same as necessary). PG Vouchers may continue to use and distribute the Promotional Creative as examples and for general promotional purposes.

1.1.7 A voucher is ‘redeemed’ when a purchaser of the voucher has presented it to the Partner for redemption of the corresponding Partner Product, and the Partner has fulfilled the deal and the Partner Product fully in accordance with the Voucher terms and with this Contract and has duly marked the Voucher as redeemed before the corresponding Voucher Expiration Date (a “Redeemed Voucher”).

1.2 PG VOUCHERS

1.2.1 PG Vouchers may use the marketing material as referred to at clause 1.1.6 above, to prepare one or more promotional creative’s for the particular Deal ("Promotional Creative’s") in its discretion. This may include a Deal page hosted on the PG Vouchers.com website or other websites offered with our distribution partners (“Promotion Channels”), creative content for an email to be distributed to potential purchasers of the Deal Voucher, or other similar creative’s for online promotion of the Deal.

1.2.2 Promotional Creative will be provided to Partner for prior approval, such approval not to be unreasonably withheld or delayed. If, after the expiry of two days from the date on which the Promotional Creatives are sent to the Partner for approval, no such approval is provided or contrary instructions received from the Partner by PG Vouchers, then approval shall be implied and deemed to have occurred. Once Promotional Creative’s have been approved (either expressly or implied) PG Vouchers is deemed to have approval to use and promote other Promotional Creative’s(in relation to the relevant deal) that are substantially similar to the approved Promotional Creative’s .

1.2.3 PG Vouchers agree to offer and promote the Partner product or service identified in the Order Form (the “Partner Product”) through one or more of PG Vouchers’s online Promotion Channels in line with the terms and conditions described in the Order Form and the Promotional Creative’s approved by the Partner (the “Deal”), including the discounted price to be paid by the Purchaser (the “Deal Price”).

1.2.4 The scheduled time periods that each Deal is marketed and offered (the “Offer Periods”) will be set solely by PG Vouchers at their sole discretion. Offer Periods are subject to scheduling change or cancellation at the sole discretion of PG Vouchers. PG Vouchers will use its reasonable endeavours to notify the Partner in advance of an Offer Period; however, PG Vouchers provides no guarantee that it will provide advance notice of Offer Periods or changes to a planned Offer Period.

1.2.5 PG Vouchers will issue each purchaser of the Partner Product (each a “Purchaser”) a numbered voucher for each purchase (each a “Voucher”). Within one business day following the end of the Offer Period, PG Vouchers will provide the Partner, via the PG Vouchers Partner Centre, with the names of all Purchasers having the right to redeem the Vouchers and the corresponding Voucher numbers.

1.2.6 In the event the parties decide to promote additional Deals besides what is referenced to in the original Order Form the terms of this Contract shall be implied and incorporated in to such further Deals (without the need for re-execution of these Standard Terms and Conditions) unless expressly agreed otherwise.

2. PAYMENT

2.1 It is agreed that PG Vouchers will be entitled to retain the Commission Fee (as set out in the Order Form) on all payments received from Purchasers of the Vouchers. The balance, minus purchaser refunds, will be paid to the Partner (the “Partner Payment”), as set out in Clause 2.2 below.

2.2. Unless otherwise agreed by the Parties, the amounts due to Partner will be paid by BACS or electronic transfer. Subject to the Partner’s performance of its obligations under this Contract, PG Vouchers shall remit to the Partner the Partner Payment in the following instalments:

1. 50% of the Partner Payment (minus an adjustment for purchaser refunds given up to the point of payment processing) will be sent to Partner within fourteen (14) days following the end of the Offer Period;

2. 30% of the Partner Payment (minus and adjustment for purchaser refunds given up to the point of payment processing and not already deducted from the first payment) will be sent to Partner within ninety (90) days following the end of the Offer Period; and

3. 20% of the Partner Payment (minus and adjustment for purchaser refunds given up to the point of payment processing and not already deducted from the first or second payments, and in accordance with Clause 2.4 below if applicable) will be sent to Partner within fourteen (14) days following the Expiration Date.

However, in the event PG Vouchers has received a substantial number of Partner complaints or requests for refunds, as determined at its absolute discretion, PG Vouchers are entitled to withhold the second and/or third instalments of the Partner Payment until the parties have reached a mutually acceptable plan for resolving the complaints.

2.3 PG Vouchers will remit VAT on the Commission Fee to HMRC. Partner will be solely responsible for remitting to applicable taxing authorities any additional VAT owed based upon the Deal Price or in connection with the redemption of Vouchers.

2.4 To ensure the success of the Deal, and to ensure that the Partner has good general availability for PG Vouchers Voucher holders wishing to redeem, the Partner agrees that, upon notice of the offer period, the Partner will not promote or authorise the promotion the promotion of the same or similar Deal on any other daily deal website for a period of forty five (45) days (“Cooling Period”). If a scheduled Offer Period needs to be rescheduled due to actions within the control of or contributed to by the Partner, including failure to honour the Cooling Period, then PG Vouchers may at its discretion increase the Commission Fee by up to 10% of the Deal Price for Vouchers sold? If the Partner otherwise fails to abide by the Cooling Period, PG Vouchers shall be entitled, as liquidated and ascertained damages (which sum the parties hereby confirm represents a genuine pre-estimate of PG Vouchers’s loss) to retain the 100% of the Deal Price on all vouchers which are not Redeemed Vouchers as of the Expiration Date. In such a scenario, the final instalment of 20% shall be paid to the Partner less the Partner Payment relating to Vouchers which are not Redeemed Vouchers as of the Expiration Date.

2.5The Partner agrees that PG Vouchers shall have the right to refund the Deal Price to any Purchaser who is dissatisfied with the experience of scheduling and using the Partner Product, provided that PG Vouchers also refunds the Commission Fee associated with such purchase. In such cases, if the refund occurs before payment in full of the Partner Payment has been made to Partner; the refunded fees (not including any refunded Commission Fees) will be set-off against amounts owed to the Partner as specified at Clause 2.2. If the Partner has already been paid the Partner Payment in full, it agrees promptly to repay to PG Vouchers the amount of refunded fees (not including any refunded Commission Fees), upon receipt of an invoice from PG Vouchers.

3. Duration and Termination

3.1 This Contract shall commence on the Effective Date and continue for one (1) year, or until terminated, subject to the parties being entitled to vary the term as required and agreed in writing.

3.2 The parties are at liberty to terminate this Contract upon breach by the other party of their obligations under this Contract. PG Vouchers may terminate this Contract, at its own discretion and as it sees fit, upon notice to Partner at any time prior to the Offer Period.

3.3 In the event that the Contract expires or terminates, the recitals, clauses 1.1.6, 2, 3.3, 4, 5, 6 and 7 shall survive. In addition, following termination or expiration, Partner shall continue to honour all Vouchers, according to their terms, for which Partner Payments have been remitted by PG Vouchers.

4. Indemnification

4.1 The Partner shall indemnify, defend, and hold harmless PG Vouchers, its directors, officers, employees and agents from and against any and all claims, demands, causes of action, liabilities and expenses, to the extent arising out of the actions or omissions of Partner and its agents ( other than PG Vouchers) in relation to the Deal, the Voucher, the Partner Product and the respective fulfilment, and/or any breach or alleged breach of any Partner obligation, representation or warranty under this Contract.

4.2 PG Vouchers must notify the Partner promptly in writing of any claim for indemnification hereunder and provide, at the Partner's expense, all reasonably necessary assistance, information and authority to allow the Partner to control the defence and settlement of such claim, provided that the failure of PG Vouchers to promptly inform the Partner of any claim shall not excuse the Partner of its obligations under this clause except to the extent such failure materially prejudices the Partner.

4.3 Notwithstanding the foregoing, the Partner shall not enter into any settlement of the defence of such action, other than with respect to the payment of monies, without PG Vouchers’s prior written consent, which consent shall not be unreasonably withheld or delayed. PG Vouchers may participate at its expense in the defence and/or settlement of any such action with counsel of its choosing and at its sole expense

5. Limitation of Liability

5.1 Nothing in this Contract excludes either party's liability for personal injury or death or fraud or fraudulent misrepresentation.

5.2 Subject to clause 5.1 above, neither party shall be liable to the other party for indirect, incidental, consequential, special or exemplary damages (even if that party has been advised of the possibility of such damages), arising from breach of this Contract, such as, but not limited to, loss of revenue or anticipated profits or lost business (collectively "Disclaimed Damages"). PG Vouchers's cumulative liability related to direct damages will be limited to the fees received by PG Vouchers related to the event as detailed in the Order Form. The limitations in this clause 5.2 shall not apply to any indemnification obligation.

6. Data Protection

Each party will at all times comply with the provisions and obligations imposed on it by the UK Data Protection Act 1998 or equivalent national legislation (and any subsequent data protection legislation), as applicable.

7. Miscellaneous

7.1 The Partner additionally represents and warrants that:

7.1.1 It has all necessary national and local licenses and/or permits required to conduct its business;

7.1.2 It will provide the Partner Service in a safe and professional manner;

7.1.3 It will provide and perform the Partner Service specified in the Order Form; and

7.1.4 The Partner Content does not infringe or misappropriate any third party copyright, trademark, and right of publicity, moral right, trade secret, or other proprietary right

7.2 The terms of this Contract are to be treated by the Partner as confidential. The Deal, Deal Price and Offer Period are also to be treated as confidential until the Deal has been publically promoted by PG Vouchers. The Partner agrees not to disclose any such confidential information to any third party, other than its professional advisors who are bound by a duty of confidentiality or as required by applicable law.

7.3 This Contract is the entire agreement of the parties with respect to the subject matter of this Contract, and supersedes any and all prior agreements and/or understandings, whether written or oral. This Contract shall not be modified except by a written agreement signed on behalf of each Party by their duly authorised representatives.

7.4 All notices and requests in connection with this Contract will be deemed given as of the day they are received either by email, facsimile, delivery service or by registered post and addressed to a Party at the address specified in the Order Form or such other address as a Party may designate pursuant to this notice provision.

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