Retailer terms and conditions

Retailer Terms and Conditions

Last revised: 16th November 2018 

Introduction

Welcome to the booost life Scheme a digital loyalty, e-gift and marketing solution owned and operated by C 2 Zero Ltd. booost life collects, processes and saves consumer and Participating Retailer data on servers owned and managed C 2 Zero Ltd as well as by a third party partner Tranxactor (UK address Aldgate Tower, 2 Leman Street, London E1 8FA).

booost life is available in the United Kingdom "UK" only and all monetary values quoted are GBP "£". All amounts and fees stated or referred to in these Terms and Conditions are (a) non-cancellable and non-refundable; and (b) are exclusive of value added tax or other applicable sales taxes, which shall be added to booost life invoices at the appropriate rate.

Parties

1. C 2 Zero Ltd t/a booost ("booost life", "booost") incorporated and registered in England and Wales with company number 05121702 whose registered office is at 2nd Floor, Hygeia House 66 College Road, Harrow, Middlesex, HA1 1BE, United Kingdom; and

2. The business whose details you have entered as part of the booost life Registration Process (the "Participating Retailer", "Retailer" and "You").

Background

booost life is in the business of, inter alia, marketing and licensing a software app and other digital platforms which it makes available to Participating Retailers for the purpose of running a loyalty, e-gift and marketing programme for their customers.

The Participating Retailer is a retailer or service provider who wants to use booost life in its business operations. booost life has agreed to provide, and the Participating Retailer has agreed to take and pay, for booost life subject to these Terms and Conditions.

1. Definitions

"Agreement" means the process of registering with booost life which includes accepting these Terms and Conditions.

"App" and "booost App" means any mobile application released by booost life as part of the Scheme.

"booost", "booost life", "booost life Scheme" and "Scheme" means all digital and physical items provided, managed or run by C 2 Zero as part of booost life. These include, but are not limited to, booost App(s), booost Website(s), and Marketing Material and include these Terms and Conditions.

"booost Balance" and "booost E-gift Balance" means the available funds a Participating Consumer has to spend in a Participating Retailers Outlet as part of the Scheme; the combined, or remaining, monetary value of received booost E-gift Vouchers.

"booost E-gift Voucher(s)" means an E-gift Voucher that has been purchased from booost life and gifted to an individual. Once a booost E-Gift Voucher has been gifted to an individual with a booost account it forms all, or part, of their booost Balance.

"booost E-Gift Processing Fee" means the amount, as a percentage of a redeemed booost E-gift Balance, booost life deducts for processing the sale on behalf of the Participating Retailer.

"booost Fees" and "booost life Fees" means any, and all, fees payable by a Participating Retailer to booost life.

"booost Local Offer(s)" and "Local Offer(s)" means the functionality for a Participating Retailer to upload via the booost app, a communication, offer, promotion or information to a Participating Consumer based on the their geographic location, not a previous relationship with the Retailer.

"booost Loyalty Stamp" and "Loyalty Stamp" means a digital stamp issued by the Participating Retailer to a Participating Consumer using the booost App.

"booost Monthly Fee" means the monthly fee payable by the Participating Retailer to booost life for each live Outlet the Participating Retailer has on the booost life Scheme.

"booost National Promotion(s)" and "National Promotion(s)" means a third party promotion, marketing campaign or communication that utilises booost life.

"booost Reconnection Fee" means the additional fee payable by a Participating Retailer, to booost life, for non-payment of booost Fees.

"booost Retailer Voucher(s)" and "Retailer Voucher(s)" means the predefined booost voucher(s) a Participating Retailer can select from the booost App and issue to a Participating Consumer.

"Brand Guidelines" means the rules that govern how a Participating Retailer may use booost Marketing Material, including trade names, trademarks and logos of booost life.

"Consumer(s)" and "Customer(s)" means a person who has purchased, or wishes to purchase, goods and/or services from a Participating Retailer.

"Event(s) Notification(s)" means the functionality for a Participating Retailer to send a direct notification from the booost App to a Participating Consumers mobile phone.

"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks including any logos of booost life, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

"Live Outlet" means an Outlet, listed by the Participating Retailer during the Registration Process that has used the booost life Scheme; a booost Monthly Fee is chargeable for each Live Outlet on booost life.

"Marketing Material" means all promotional and other literature, documents, correspondence and printed materials which are to be used, published, displayed, issued, produced or made available in hard copy or electronically on any website, each relating to the marketing, advertising or promotion of booost life.

"Non-trading Day" means a Saturday, Sunday or public holiday in England.

"Other booost life Fees" means any other fee in relation to Loyalty Stamps, Retailer Vouchers, National Promotions or other fees as detailed in the Subscription Particulars which are variable upon Your usage of booost life.

"Outlet" means physical store, shop or location where a Participating Retailer conducts their business; for clarity a Participating Retailer many have one, or multiple, Outlets.

"Participating Consumer(s)" and "Participating Customer(s)" means an individual that has downloaded the booost App and/or has a booost life account.

"Participating Retailer(s)", means any UK based retailer or service provider associated with or connected to You that have been detailed in the booost life Registration Process.

"Registration Process" means the process and information a Participating Retailer completes and enters when joining booost life; including accepting these Terms and Conditions.

"Subscription Particulars" means the booost life fee details listed on the booost Website, as part of the booost life Registration Process, App or Marketing Material relating to the Scheme.

"Trading Day" means a day, during the hours of 09.00 to 17.00, other than a Saturday, Sunday or public holiday in England, on which banks in the City of London are open for business.

"Website(s)" means any website run in connection with booost life including www.booost.life.

"You" and "Your" means the UK based retailer or service provider that has agreed to participate in booost life and as detailed as part of the booost life Registration Process.

2. Intellectual Property Rights

2.1. You acknowledge and agree that all Intellectual Property Rights including all data collected by the booost App, shall at all times remain solely under the ownership of booost life. You shall have no rights in or to the Intellectual Property. booost life reserves the right to amend the Intellectual Property Rights at any given time without any prior notice.

2.2. You are not entitled to use or modify any trade marks, trade names or logos of booost life or its partners, or any Intellectual Property Rights relating to them, for any purpose.

2.3. You agree to adhere to the booost life Brand Guidelines in any and all communications, marketing, promotions or advertisements, both physical and digital. If You do not adhere to the booost life Brand Guidelines, and without prejudice to any other rights and remedies of booost life, booost life may, without liability to You, suspend Your account and access to all or part of booost life.

3. Licence

3.1. In consideration of the booost life Fee paid by You to booost life, and subject to the restrictions set out in this Clause 3 and otherwise in these Terms and Conditions, booost life hereby grants to You a non-exclusive, non-transferable right to participate in booost life, including use of the booost App and approved documentation and Marketing Material, both physical and digital, until termination of the Agreement solely for Your business operations.

3.2. You undertake that only Your employees shall access and use the booost life Scheme.

3.3. You shall not access, store, distribute or transmit or allow any other person (whether or not authorised by You) to access, store, distribute or transmit any virus or other material during or after the course of its right to participate in booost life that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) causes damage or injury to any person or property; and booost life reserves the right, without liability to Retailers or Consumers, to disable access to any material that breaches the provisions of this clause.

3.4. You agree not:

(a) to decode, decompile, disassemble, recreate, render, reverse engineer or explore any of the booost App, including other intellectual property rights; or
(b) to use the booost App for any other purpose other than for the purpose it is supplied to You by booost life, i.e. as a customer loyalty, e-gift and marketing solution; or
(c) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to any part of the booost App offline or online, fully or partially; or
(d) access all or any part of Scheme in order to build a product or service which competes with the booost life; or
(e) to use the Scheme to provide services to third parties except Your own Customers; or
(f) to license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise make the Scheme available to any third party.

3.5. You agree to:
(a) follow all reasonable instructions from booost life from time to time including but without limitation in connection with the use and marketing of the Scheme to Consumers;
(b) not engage in any conduct which in the reasonable opinion of booost life is prejudicial to the business and/or goodwill of booost life; and
(c) use all reasonable endeavours to prevent any unauthorised access to, or use of, the Scheme and/or Marketing Material, in the event of any such unauthorised access or use, promptly notify booost life.

3.6. The rights provided under this Clause 3 are granted to You only and shall not be considered granted to any subsidiary or holding company associated with You.

4. Scheme

4.1. booost life shall, for the duration of the Agreement, use reasonable endeavours to make the Scheme available to You, subject to these Terms and Conditions provided always that booost life may change, suspend, or discontinue all or part of the Scheme at any time, with or without reason.

4.2. You acknowledge that the operation of the Scheme may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and booost life shall not be responsible to You or any other party for any such interruptions, errors or problems or an outright discontinuance of the Scheme. booost life has no obligation to continue producing or releasing new versions of the booost App.

4.3. Subject always to Clause 4.1 and Clause 4.2 booost life shall use reasonable endeavours to keep the Scheme operational and available 24 hours a day, seven days a week, except for:

(a) planned maintenance of which booost life shall use reasonable endeavours to provide prior notice; and
(b) non-availability of the Scheme caused by circumstances beyond booost life's control included but not limited to, acts of God, act of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems or internet service provider failures or delays.

4.4. Where Event Notification is included as part of the Scheme, a fair use policy applies, whereas booost life reserves the right to cap the notification traffic generated by You.

4.5. booost life cannot and does not guarantee the delivery of Event Notifications to the Consumer, as they can be rejected for reasons that are outside of booost life's control; booost life will not accept any liability for damages related to an Event Notification not being delivered to a Consumer.

5. Retailer and Consumer Data

5.1. booost life and Tranxactor process Retailer and Consumer data when performing its obligations under these Terms and Conditions. booost life shall, in providing the Scheme, comply with its Privacy & Cookie Policy as amended from time to time by booost life at its sole discretion relating to the privacy and security of Your data and Consumer data, which includes the Terms and Conditions on which booost life can use Consumer data for marketing purposes.

5.2. Both Parties shall fulfil all of their obligations under the General Data Protection Regulation (GDPR). You warrant that it is fully compliant with the GDPR and shall remain compliant throughout the Agreement term.
5.3. You acknowledge and agree that all data may be transferred or stored outside of the country where You are located in order to run booost life and meet booost life's other obligations under these Terms and Conditions.

5.4. You shall ensure that all relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation.
5.5. booost life shall process the personal data only in accordance with these Terms and Conditions and any lawful instructions reasonably given by You from time to time.

5.6. Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

6. Warranties and Liability

6.1. booost life makes no representations or warranties, express or implied, regarding the Scheme and all representations, undertakings, warranties, terms and conditions whether express or implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.

6.2. booost life does not warrant that the use of the Scheme will be uninterrupted or error-free.

6.3. You agree that, in entering into the Agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in these Terms and Conditions or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) booost life shall have no liability in any circumstances otherwise than in accordance with the express stipulations in these Terms and Conditions.

6.4. You accept responsibility for the selection of the Scheme to achieve its intended results and acknowledges that the Scheme has not been developed to meet Your individual requirements.

6.5. Except as provided in these Terms and Conditions, booost life shall not be liable to You for any claims whatsoever including but not limited to those arising from satisfactory quality, fitness for purpose, loss of profits, business, revenue, goodwill, anticipated savings and/or any other indirect, special or consequential loss or damage whether arising under contract, negligence or otherwise out of or in connection with the Scheme or the Agreement.

6.6. booost life shall not in any circumstances have any liability for any losses or damages or any claims whatsoever which may be suffered by You (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, including but not limited to those arising from satisfactory quality, fitness for purpose, loss of profits, business, revenue, goodwill, anticipated savings and/or any other indirect, special or consequential loss or damage whether arising under contract, negligence, loss or corruption of data, or other loss or damage otherwise arising out of or in connection with the Scheme.

6.7. You acknowledge and agree that booost life will not be responsible or liable for claims against You from Customers. booost life neither excludes nor limits its liability for death or personal injury caused by its own negligence or any other liability the exclusion or limitation of which is expressly prohibited by law.

6.8. All dates supplied by booost life for the provision of the Scheme shall be treated as approximate only. booost life shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

7. Your Obligations

7.1. You shall:

(a) comply with all applicable laws and regulations with respect to its activities under these Terms and Conditions; and
(b) be solely responsible for procuring, maintaining and repairing Your network connections and telecommunications links from Your systems to booost life, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Your network connections or telecommunications links or caused by the internet.

8. booost life Fees

8.1. You will pay all booost life fees to booost life in accordance with this Clause 8 and the Subscription Particulars.

8.2. booost life Fees are listed on Subscription Particulars and the booost Website and include, but are not limited to, booost Monthly Fee, booost Loyalty Stamp redemption, Retailer Voucher redemption and National Promotion fees, and many vary from time to time.

8.3. booost life Monthly Fees:

(a) are chargeable individually for each Participating Retailer Outlet.
(b) are, subject to the Subscription Particulars, payable monthly or annually on the 15th (fifteenth) of each month/year corresponding to the month whence service commenced, and in accordance with any policies relating to payment referred to in the Subscription Particulars and/or Website. Where the 15th day of the month is a Non-trading Day payment will be taken on the next Trading Day.
(c) become due in the month an outlet is made live on booost life. An Outlet is made live on the booost life Scheme by using the booost App; this includes but is not limited to, redeeming in full or part a Consumers booost Balance, issuing or redeeming a booost Loyalty Stamp, issuing or redeeming a Retailer Voucher, sending an Event Notification or any other action that registers as a transaction on booost life.
(d) are, once an Outlet is live, due for each and every month thereafter until termination.
(e) Subject to paragraph (c) above, may or may not become chargeable in the same month for each Participating Retailer Outlet.

8.4 Other booost life Fees are subject to the Subscription Particulars, payable in arrears monthly on the 15th (fifteenth) of each month corresponding to the prior calendar month when the charges were generated, and in accordance with any policies relating to payment referred to in the Subscription Particulars and/or Website. Where the 15th day of the month is a Non-trading Day payment will be taken on the next Trading Day.

8.5 You agree:

(a) to pay all booost Fees by direct debit; and
(b) where You register multiple Outlets, all Outlets will be invoiced together and paid for together with a single direct debit mandate; and
(c) for the booost Monthly Fee only, where You have multiple Outlets the same payment frequency, monthly or annually, must be used for all Outlets.

8.6 If booost life does not receive payment as specified in Clause 8.3, and without prejudice to any other rights and remedies of booost life, booost life reserves the right to, without liability to You, suspend Your account and access to all or part of the booost life. booost life shall be under no obligation to provide any or all of the Scheme while the invoice(s) or other fees or sums due remain unpaid.

8.7 If booost life does not receive payment as specified in Clause 8.3, booost life will email You a link where payment can be made using a debit or credit card. In such an instance a booost Reconnection Fee will automatically be added to the outstanding invoice. For Your booost life account to be reactivated all outstanding booost Fees and the booost Reconnection Fee must be settled in full before the last day of the month.

8.8 If booost life does not receive payment as specified in Clause 8.3, and payment is not subsequently received as per Clause 8.7, booost life will terminate Your booost life account. The termination of Your booost life account includes, but is not limited to, disabling access to the booost App, removing the ability to allocate or redeem Consumer Loyalty Stamps or Retailer Vouchers, the removal of any Retailer Local Offers from the booost life Scheme, discontinuation of the Retailers involvement in National Promotions and discontinuation of the Retailers right to use any booost life Marketing Materials, both physical and digital.

9. booost Loyalty Stamps

9.1. The contract regarding the issuing and redemption of booost Loyalty Stamps and the provision of goods and services which can be obtained by redeeming booost Loyalty Stamps is between the Consumer who has obtained the Loyalty Stamps by consuming Your services and You. It is NOT with booost life. Accordingly booost life is not responsible for any dispute with a Customer with regard to goods or services in return for booost Loyalty Stamps that the Customer may have accumulated.

10. booost E-gift Vouchers

10.1. Unless this clause has been expressly opted out of in writing during the Registration Process, You agree to accept booost E-gift Vouchers as full or part payment for goods and / or services provided by You.

10.2. Subject to Clause 8, for each booost E-gift Voucher redeemed by You, booost life will:

(a) reimburse You the redeemed amount of the booost E-gift Voucher after deducting the booost E-gift Processing Fee as detailed in the Subscription Particulars and the booost life Website; and
(b) pay the amount as specified in (a) above into Your bank account as provided by You as part of the booost life Registration Process or as otherwise notified in writing prior to payment; and
(c) make this payment on or before the 15th day of the month following the redemption, if the 15th day of the month is a Non-trading Day payments will be made on or before the next Trading Day; and
(d) provide redemption information which can be accessed via Your booost life login area.

10.3. Where You have not complied with Clause 8, and have an outstanding invoice due to booost life, booost life reserves the right to withhold all booost E-gift redemptions due to You until all outstanding booost Fees are settled in full. Without prejudice to booost life's other available remedies, booost life reserves the right to use part or all of the booost E-gift redemptions due to You to settle any outstanding booost life debt owed by You to booost life.

(a) booost life will inform You of its intention to settle debts in accordance with this section in writing at least 14 days prior to settling the debt.
(b) Where, after settling any debt owed by You to booost life, there are remaining booost E-gift redemptions due to You, booost life will pay the remaining amount to You in accordance with 10.2.

10.4. booost E-gift Vouchers cannot be exchanged for cash.

10.5. booost E-gift Vouchers cannot be used to purchase, in full or otherwise, booost E-gift Vouchers or gift vouchers, digital or physical, from any other provider including Your own vouchers.

10.6. If a Consumers purchase value is less than their booost E-gift Balance the exact purchase amount should be redeemed from their booost E-gift Balance and no change is to be offered.

11. booost Retailer Vouchers

11.1. The contract regarding the issuing and redemption of Retailer Vouchers and the provision of goods, services or discounts which can be obtained by redeeming Retailer Vouchers is between the Consumer who You have issued the Retailer Voucher to and You. It is NOT with booost life. Accordingly booost life is not responsible for any disagreement with a Consumer with regard to goods, services or discounts offered as a Retailer Voucher.

12. booost National Promotions

12.1. Subject to all other Terms and Conditions of and in particular Clause 5, from time to time booost life may run promotions on behalf of third parties who wish to use the booost life Scheme to communicate or market offers, promotions, discounts, messages or other to Consumers; booost National Promotions, or National Promotions

12.2. booost life reserves the right to decide if a Participating Retailer will be included in each and every National Promotion at booost life's absolute discretion and no correspondence will be entered into regarding a decision to allow or not allow a Participating Retailer to participate in a National Promotion. For the avoidance of Doubt, if there is correspondence in relation to a decision by booost life to allow or disallow participation in a National Promotion, this correspondence will have no relevance to or impact in any way whatsoever on booost life's final decision in relation to the inclusion or otherwise in any National Promotion by any Participating Retailer.

12.3. You acknowledge that there may be additional terms and conditions relating specifically to a National Promotion and failure to accept these additional terms and conditions will result in You being excluded from the promotion.

13. booost Local Offers

13.1. Where the booost life Scheme offers You the option to upload booost Local Offers You will comply with all of the obligations under these Terms and Conditions and in particular Clause 3.3.

13.2. Where You have uploaded a Local Offer as part of the booost life Scheme, any marketing or redemption contract entered into with a Consumer who has seen and/or met the requirements for that Local Offer will be a contract between the Consumer and You. It is NOT with booost life. Accordingly, booost life is not responsible for any disagreement with a Consumer with regard to goods, services or discounts and the marketing of such which are offered as a Local Offer.

13.3. Subject to these Terms and Conditions, and without prejudice to any other rights and remedies of booost life, booost life may, without liability to You, remove any of Your Local Offer from the booost life Scheme at any time and without prior notification.

14. Term and Termination

14.1. The application of these Terms and Conditions shall commence on the date that You complete the booost life Registration Process and shall continue indefinitely, until such a time as either party terminates the Agreement in accordance with these Terms and Conditions.

14.2. Without affecting any other right or remedy available to it, booost life may suspend or terminate the Agreement at any time by giving You one months' written notice or immediately in the following circumstances:

(a) In accordance with clause 8.8; or
(b) If booost life considers that You are in breach of these Terms and Conditions.

14.3. You may terminate the Agreement at any time as specified in Clause 14.5 and on the booost life Website.

14.4. If these Terms and Conditions are terminated by either party for whatever reason, You shall not be entitled to any refund of any Fees paid by You in advance.

14.5. Subject to these Terms and Conditions, You can terminate Your booost life subscription by writing to the booost life correspondence address or info@booost.life, in either case to avoid further fees notification must be received before 09:00 (9am) on the last Trading Day of the month.

14.6. On termination of these Terms and Conditions for any reason:

(a) all licences granted under these Terms and Conditions shall terminate at the end of the paid subscription period;
(b) You shall cease all activities authorised by these Terms and Conditions;
(c) You shall immediately pay to booost life any sums due to the booost life under these Terms and Conditions;
(d) You shall immediately return and make no further use of any documentation (whether physical or electronic), equipment, property and other items, and all copies of them, belonging to booost life;
(e) the accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

14.7. Any provision of these Terms and Conditions that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.

14.8. Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

15. Law

15.1. A waiver of any right under these Terms and Conditions is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

15.2. Unless specifically provided otherwise, rights arising under these Terms and Conditions are cumulative and do not exclude rights provided by law.

15.3. If any, or part, provision of these Terms and Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, all other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.

15.4. The Agreement that You enter into with booost life is between You and booost life. No other person or entity shall have any rights to enforce any of these Terms and Conditions in conjunction with the Agreement or in any other context.

15.5. Nothing in these Terms and Conditions is intended to or shall operate to create a partnership between the Parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power.

15.6. These Terms and Conditions and any disputes or claims arising out of or in connection with it or its subject matter or formation, including non-contractual disputes and / or claims, are governed by, and construed in accordance with, the law of England. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions or its subject matter or formation, including non-contractual disputes or claims.