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Terms & conditions


USER TERMS & CONDITIONS ("this Agreement")

Please read this agreement carefully. It sets out the terms under which Trinity Mirror Regionals plc offers you use of its interactive services as defined in clause 1.1 of this agreement and this website ("the Site").
 
BY USING ANY OF THE INTERACTIVE SERVICES AND/OR THE SITE YOU AGREE THAT YOU HAVE READ AND ACCEPT THESE TERMS AND CONDITIONS AND THAT THEY SHALL APPLY TO YOUR USE. IF YOU DO NOT WISH TO BE BOUND BY THEM, PLEASE LEAVE THIS WEB SITE.
 
This agreement is made between you and Trinity Mirror Regionals plc (registered number 03890736) whose registered office is One Canada Square, Canary Wharf, London E14 5AP Vat number  GB440 3567 67. (“Trinity”, “we” or “us”).


1.         Interactive Services
 
1.1       Trinity may make available to you chat areas, forums and/or other means by which communications, including UGC, may be made available and/or disseminated publicly on the Site; shopping and other commercial and/or transactional services; advisory services; and/or competitions and/or prize draws (all together the "Interactive Services").
 
1.2       The Interactive Services may be operated by third parties and where they are this will be made clear to you. Where such Interactive Services are operated by a third party you may be asked to supply information and/or data (including, without limitation, financial, credit card and/or bank data), where that third party may have specific additional terms and conditions which apply. Further, when using such Interactive Services operated by such third parties, you will be dealing with them directly and as such any contracts and/or arrangements will be formed between you and them, without Trinity as a party and Trinity cannot be held liable for your use of or any liability arising out of the same (save to the extent required by law).


2.         Use of the Site and the Interactive Services
 
2.1       The Site and the Interactive Services are for personal and non-commercial use only. You may download and print portions of the Site and/or the Interactive Services for your personal, non-commercial use only. In particular, you may not use any information from any directory or other listing or information retrieval service (if any) made available on or by the Site and/or the Interactive Services, in connection with any business or commercial undertaking (whether or not for profit). Any other use of materials on the Site and/or the Interactive Services, including UGC (including without limitation reproduction for a purpose other than that noted above and any modification, distribution or republication) without the prior written permission of Trinity is strictly prohibited. You also agree not to frame the Site for any purpose, unless specifically authorised by Trinity to do so.
 
2.2       You agree that you shall not use the Site or the Interactive Services to transmit or knowingly or recklessly receive (or knowingly or recklessly authorise or permit any other person to receive or transmit) material which is obscene, threatening, menacing, offensive, defamatory, invasive of another’s privacy, abusive, in breach of confidence, in breach of any intellectual property right (including copyright) or otherwise violates any applicable law or regulation or code, or which makes excessive demands for bandwidth or contains any virus or which may otherwise impair or harm Trinity's computer systems or any third party computer system; and

2.3       (a)        You agree that you will not submit any material to the Site, including, without limitation, comments, reviews, ratings and material included on your Profile page (“User Generated Content” or “UGC”):
 
                        (i)        that is in any way, threatening, abusive, offensive, defamatory, invasive of another’s privacy, abusive, in breach of confidence, embarrassing to any person or likely to deceive  any person, hateful, blasphemous, pornographic, or racially, ethnically or otherwise objectionable;
 
                        (ii)       in respect of which you do not have the necessary licences or approvals;
 
                        (iii)      which constitutes or encourages conduct that would be considered a criminal offence or otherwise contrary to any law,  regulation or code of practice, give rise to civil liability  or infringe the rights of any third party anywhere in the world;
 
                        (iv)      which is or could be technically harmful;
 
                        (v)       which is or may be deemed to be advertising or promotional materials including “spam” email;
 
                        (vi)      which makes excessive demands for bandwidth;
 
                        (vii)     which is inaccurate or misleading.
 
 
            (b)       You will not impersonate any person or entity when submitting UGC or misrepresent any affiliation with any person or entity.
 
            (c)        You acknowledge that Trinity has no obligation to monitor any UGC but Trinity has the sole discretion to modify or delete any such UGC in its sole discretion and may remove any such material at any time. Notwithstanding this, you are solely responsible for and bear the legal risk associated with such UGC anywhere in the world.
 
            (d)       In the event that you are in breach of these Terms and Conditions and/or Trinity’s Standards for UGC at any time, Trinity may forthwith terminate any account that you have with it and you may not open another account with Trinity and Trinity reserves the right to terminate any such account. In the event that you continue to contravene these Terms and Conditions and/or the Standards for UGC Trinity reserves the right to contact your employer, school or college or your internet service provider.
 
            (e)        Trinity will co-operate with law enforcement or regulatory authorities or any court order requesting or requiring it to disclose the identity or location of anyone who has submitted UGC to Trinity in breach or allegedly in breach of these Terms and Conditions and/or the Standards for UGC.
 
            (f)        The Site enables users of the Site to view the Profile pages of registered users and enables registered users with Profile pages to share personal data with other registered users who have Profile pages.  You agree that you will only use other users’ personal data published on the Site in accordance with the applicable laws and regulations (including, without limitation, data protection laws) and, without limitation to the other provisions of these Terms and Conditions, that you will only use other users’ personal data for lawful purposes and as expressly permitted by such other user(s).
 
            (g)        You will not access or attempt to access the accounts of other users or penetrate or attempt to penetrate Trinity’s security measures.
 
            (h)       You acknowledge that submitting any UGC to the Site does not guarantee that the UGC or any part of it will appear on the Site. You cannot edit or remove UGC once you have submitted it to the Site. However, if you become aware of any inaccuracy in UGC submitted by you, please contact Trinity at support@happli.co.uk.
 
2.4       If you publish any UGC via the Interactive Services by way of contributions to chats, discussions or user reviews or comments or via your Profile page, you automatically and hereby grant to Trinity a perpetual, royalty free, irrevocable, non-exclusive right and license to use, reproduce, modify, publish, translate, create derivative works from and distribute such UGC into any form, medium or technology now known or hereafter developed. In addition, as between you and Trinity, you assert and waive any and all moral rights in such UGC.
 
2.5       The intellectual property in all design, text, graphics and other material (other than UGC) and the selection or arrangement of such material in the Site and/or the Interactive Services is owned by Trinity and/or its respective licensors.
 
2.6       Save to the extent required by law, no representations, warranties or terms of any kind are made in respect of the Site and/or the Interactive Services or their contents (including, without limitation, any views or comment made). All information and/or data included in and/or on the Sites, the Interactive Services, including any UGC, and/or in any directory or other listings or information retrieval service made available on or by the Site and/or the Interactive Services and/or the UGC has been so made available for guidance only. Trinity has no responsibility or control over the contents of UGC which may not be accurate and Trinity cannot be held liable for any contents of UGC or any consequences of you relying on it. Please be aware that any information and/or data in UGC provided by another user may be incorrect or misleading and it is your responsibility to take precautions and use common sense when using any information and/or data contained in any UGC. Your use of all and any information and/or data included in and/or on the Sites, the Interactive Services, including any UGC, and/or in any directory or other listings or information retrieval service made available on or by the Site and/or the Interactive Services and/or the UGC is therefore entirely at your own risk.
 
2.7       The Site and/or the Interactive Services may include links to web sites and/or services owned and/or operated by third parties. These are provided for your convenience only and Trinity is not responsible for and does not give any warranties or make any representations regarding any such web sites and/or services and is not responsible for or liable in relation to the content or your use of such web sites (save to the extent required by law).
 
2.8       The onus for ensuring that material presented on the Internet is lawful rests with the original content provider, and Trinity will not be under any obligations to limit access to material unless notified that it is unlawful or otherwise in breach of these Terms and Conditions. Notwithstanding, Trinity shall have the right to remove any items it believes may be unlawful or otherwise in breach of these Terms and Conditions.
 
2.9       Trinity is the owner of:
 
            (a)        those trade mark(s) indicated as such throughout the Site from time to time; and
 
            (b)       all other trade marks used in the Site and/or the Interactive Service which are not licensed to it by any third party.
 
            All other trade marks, product names and company names or logos cited therein are the property of their respective owners.
 
2.10     The provisions of ourPrivacy Policy apply in respect of your use of the Site and/or the Interactive Services.
 
 
3.         Availability and Security of the Site and the Interactive Service
 
3.1       Due to the nature of the Internet, Trinity does not promise full and error free operation of the Site and/or the Interactive Services at all times. All liability of Trinity, its directors or employees howsoever arising for any loss whatsoever arising from your use of or inability to use the Site and/or the Interactive Services is excluded, insofar as it is possible to do so in law.
 
3.2       Trinity shall use reasonable endeavours to ensure that the Site, the Interactive Services and any information it holds on you are kept secure. However, due to the nature of the Internet, Trinity cannot accept any liability for those who intentionally attempt to and/or gain unauthorised access to the same by means such as, without limitation, computer hacking (save to the extent that Trinity is unable to exclude such liability by law).


4.         Registration and accounts
 
4.1       No registration is required to view the Site but you must register to make a purchase from the Site. When you register, the personal details that you provide must be true, accurate and complete and you will keep this information up to date if it changes.
 
4.2       All accounts must be registered with a valid email address that you use regularly so we can contact you. There is a limit of one registered account per user and in the event that you try to register multiple accounts, we may take action to delete the additional accounts.
 
4.3       You will keep your password(s) confidential and not reveal them to anyone else. You are responsible for all activities that are carried out under your username and password(s). We do not have the means to check the identities of people using the Site and will not be liable where your username and/or password(s) are used by someone else. You agree to notify Trinity immediately by email to support@happli.co.uk  if anyone else becomes aware of your password or if there is any unauthorised use of your account of which you become aware. Please note that you are entirely responsible if anyone else uses your password.  
 
4.4       You will not create additional accounts for other users or for any other reason in breach of these Terms and Conditions. We may require you to revalidate your account if we believe that you have been using an invalid email address
 
4.5       You can cancel your registration at any time by contacting support@happli.co.uk.


5.         Purchase of Vouchers
 
5.1       Vouchers
 
One of the Interactive Services available via the Site are vouchers which are subject to terms and conditions and which, if purchased by you, allow you (the purchaser and anyone to whom you give the voucher/on whose behalf you buy the voucher)   to redeem it from a particular Deal Provider in exchange for Voucher Products (“a Voucher”). “Voucher Products” are goods and/or services offered by a Deal Provider which are made available to you in exchange for a Voucher”. A “Deal Provider” means a third party seller of good and/or services for which a Voucher can be redeemed. A “Deal” is a time limited promotion for Voucher Products.

5.2       Eligibility to purchase Vouchers
 
You must be over 18 to purchase a Voucher. Vouchers are only available for purchase by people living in the UK.
 
5.3       Formation of the agreement between us
 
(a)        When you go through the procedure for purchasing a Voucher, once you have confirmed your acceptance to these terms and conditions and after we have taken payment, the transaction is only complete (and a contract exists between us, for you to purchase the chosen Voucher at the offered price) when we have emailed you to confirm the purchase. You may wish to print out a copy of these Terms and Conditions and our email to you confirming the purchase as your record of the contract.
 
(b)       This Agreement incorporates by reference the legal terms and conditions set forth on the face of each Voucher and in any FAQs relating to any Voucher or Voucher Product. In the event of any conflict between the terms and conditions expressly set forth in this Agreement and any terms and conditions set forth on either the Voucher itself or in any FAQs, these terms and conditions shall prevail. By making a purchase you are agreeing to abide by the terms and conditions set out here as well as any terms and conditions set forth on either the Voucher itself or in any FAQs.
 
5.4       “Tipping Point Deals and Vouchers”
 
            (a)        Where you purchase a Voucher which has a “tipping point” – that is a minimum amount of Vouchers that must be sold before that Deal is activated – we will reserve funds from your account at this time to ensure that payment can be taken successfully when the Deal reaches the required number of purchases. This is known as a "shadow" and may show on your statement as if the funds have been debited because they are unavailable for you to use, but no funds have been withdrawn at this time. Should the Deal not reach the required number of purchases, this "shadow" may, depending on your Bank, remain on your account for up to 6 working days.
 
(b)       Once the Deal reaches the required number of purchases we will authorise our payment provider to debit the agreed funds from your account.
 
(c)        Any Deal that does not reach the required number of purchases is void and no Voucher will be issued. Your payment information will be discarded and no funds debited from your account. We will inform you by email that the Deal in question has not reached its tipping point.
 
(d)       Once the Deal reaches the required number of purchases and we debit your account, this is our acceptance of the transaction and our contract to provide the Voucher as advertised. We will inform you by email when this happens,
 
5.5       All other Deals and Vouchers
 
            We will debit your account as soon as we have emailed you to confirm the purchase.

5.6       Redemption
 
Once you have purchased a Voucher, it is redeemable by you from a Deal Provider for Voucher Products provided by that Merchant. The Deal Provider and particular goods and services offered by that Deal Provider for which the Voucher can be redeemed will be stated on the Voucher.
 
5.7       Responsibility for providing deals
 
The Deal Provider and not us is the seller of the Voucher Products, is solely responsible for providing you with the Voucher Products and for the Voucher Products themselves; and solely responsible for redeeming any Voucher you purchase. As issuer of the Voucher, the Deal Provider is fully responsible for any and all injuries, illnesses, damages, claims, liabilities and costs suffered by or in respect of a customer, caused in whole or in part by the Deal Provider or its products and services, including Voucher Products
 
5.8       Expiry dates
 
The Voucher must be redeemed before the expiry date on the Voucher.  If you are unable to use a Voucher before the expiry date, please contact us at support@happli.co.uk and at our sole discretion and depending on the circumstances we may give you a credit to the value of the Voucher to be used for or put towards the purchase of other Deals or we will notify you if the Deal Provider will accept the Voucher for goods and services to the value of the Voucher but not the Voucher Products.
 
5.9       Cancellation and refunds
 
(a)        Once we send you the Voucher, you may cancel the transaction at any time within 7 working days from the day after the day that you receive the Voucher (where a working day is any day that is not a Saturday, Sunday or English public holiday).  If you do want to cancel, you must do so by sending us an email to tell us you are cancelling to: support@happli.co.uk. You cannot cancel if you have already redeemed the Voucher. Your refund will be made to the same bank account from which payment was made.
 
(b)       In addition, you may also cancel the transaction at any time after the seven day period referred to in clause 5.9 (a) above and before the day 45 days from the day that you receive the Voucher.  If you do want to cancel, you must do so by sending us an email to tell us you are cancelling to: support@happli.co.uk. You cannot cancel if you have already redeemed the Voucher. Where you cancel on this basis, we will give you a credit to the value of the Voucher to be used for or put towards the purchase of other Deals.
 
(c)        Any refund requests made after the day 45 days from the day that you receive the Voucher will be considered by us on a case-by-case basis and at our discretion but we will be under no obligation to give you a refund.
 
5.10     Credits
 
(a)        In addition to credits which we may give you in relation to any expiry of any Voucher or cancellation of any transaction relating to a Voucher, we may also award you credits from time to time as loyalty rewards, in connection with competitions or promotions or otherwise as we consider appropriate
 
(b)        Credits given in connection with a competition or promotion will expire in accordance with the terms of the particular competition or promotion. Other credits will expire one year after the date of issue. Credits are not returnable or refundable for cash, except where required by law and the sale, resale or trade of Credits  is strictly prohibited. Any attempt to carry out any of these will potentially void the credits at our discretion.
 
5.11     Lost/stolen vouchers
 
Neither we nor any Deal Provider are responsible for lost or stolen Vouchers. However, if not already redeemed, lost Vouchers may be re-printed by downloading a copy of the Voucher as a PDF document from your account area of this Site. Neither we nor the Deal Provider shall be held responsible in the event that a lost Voucher is redeemed by another person and subsequently your original Voucher is refused.
 
5.12     Restrictions
 
            (a)        The reproduction, sale, resale or trade of a Voucher is prohibited. Any attempt to carry out any of these will potentially void the Voucher at our discretion.
 
(b)        If a Voucher is redeemed for less than its face value, there is no entitlement to a credit, cash or new Voucher equal to the difference between the face value and the amount redeemed. Vouchers are redeemable in their entirety only and may not be redeemed incrementally.
 
(c)        Unless otherwise stated on the Voucher, Vouchers cannot be combined with any other offers, promotions, vouchers or coupons.
 
5.13     Status of vouchers
 
All Vouchers are promotional coupons that are offered for Purchase below their face value and are subject to this Agreement and to any terms and conditions of the relevant Deal Provider. A Voucher has no cash value
 
5.14     Value Added Tax 
 
Where applicable, VAT on the Deal is included in the price of the Voucher. If the law changes we reserve the right to add VAT to the price of the Vouchers.
 
5.15     Deal Provider terms
 
Deal Providers have their own applicable terms and conditions, in relation to their own supply of their goods and services, and it is your responsibility to ensure you abide by those terms and conditions.
 
 
6.         Data Protection and Use of Personal Information
 
6.1       Your personal data will be collected and processed by Trinity in accordance with its Privacy Policy and we will only use your personal information in accordance with our Privacy Policy, which forms part of these terms.


7.         Payment
 
            The Site and the Interactive Services are currently made available without charge to you by Trinity. However, you are responsible for all telephone charges necessary to access and use the Site and the Interactive Services which are made available.


8.         Suspension and Termination
 
8.1       If you use (or anyone other than you, with your permission uses) the Site or the Interactive Services or a Voucher in contravention of this Agreement, we may suspend your use of the Site or the Interactive Services (in whole or in part) and/or a Voucher.
 
8.2       If we suspend the Site or the Interactive Services or a Voucher, we may refuse to restore the Site or the Interactive Services or Voucher until we receive an assurance from you, in a form we deem acceptable that there will be no further breach of the provisions of this Agreement.
 
8.3       Without limitation to anything else in this Clause 8, we shall be entitled immediately or at any time (in whole or in part) to: i) suspend the Site or the Interactive Services; ii) suspend your use of the Site or the Interactive Services; iii) suspend the use of the Site or the Interactive Services for persons we believe to be connected (in whatever manner) to you; and/or iv) terminate this Agreement immediately if:
 
(a)        you commit any breach of this Agreement;
 
(b)       we suspect, on reasonable grounds, that you have, might or will commit a breach of these terms; or
 
(c)        we suspect, on reasonable grounds, that you may have committed or be committing any fraud against us or any person.
 
8.4       Notwithstanding anything else in this Clause 8, we may suspend or terminate this Agreement at any time.
 
8.5       Our right to terminate this Agreement shall not prejudice any other right or remedy we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.


9.         Claims
 
            Where a claim is brought against Trinity by a third party in relation to your use of the Site and/or the Interactive Services and/or any UGC you agree to fully indemnify Trinity and all companies within the Trinity group for all losses, costs, actions, claims, damages, expenses (including legal costs and expenses) or liabilities, whatsoever suffered or incurred by Trinity or companies within the Trinity group in or as a consequence of:
 
(a)        your breach of this Agreement; and/or
 
(b)       your use of the Site and/or Interactive Services and/or any UGC which is included on the Site and/or the Interactive Services, whether or not via you password; and/or
 
(c)        the purchase or use of any Voucher.
           

10.       Limitation of liability 
 
10.1     Nothing in this Agreement shall exclude or limit our liability for (i) fraud; (ii) death or personal injury caused by our negligence; or (iii) any liability which cannot be excluded or limited.
 
10.2     We exclude all liability in respect of:
 
(a)        the accuracy, completeness, fitness for purpose or legality of any information accessed using the Site or the Interactive Services or otherwise; and
 
(b)       the transmission or the reception of or the failure to transmit or to receive any material of whatever nature; and
 
(c)        your use of any information or materials on the  Site or in the Interactive Services (which is entirely at your own risk and it is your responsibility); and
 
(d)       all Voucher Products for which Vouchers may be redeemed and in respect of the quality, safety, usability or any other aspect of the products or services in respect of which is Voucher may be redeemed).
 
10.3     Save as provided in Clause 10.1, we shall have no liability for: loss of revenue; loss of actual or anticipated profits; loss of anticipated savings; loss of business; loss of opportunity; loss of goodwill; loss of reputation; loss of, damage to or corruption of data; or any indirect or consequential loss; and such liability is excluded whether it is foreseeable, known, foreseen or otherwise..
 
10.4     Save as provided in Clause 10.1, our total liability to you or any third party shall in no circumstances exceed, in aggregate, 100% of any aggregate amount paid by you to us in the 12 months preceding any cause of action arising.
 
 
11.       Force Majeure
 
            Neither party shall be liable to the other, for any loss or damage which may be suffered by the other party due to any cause beyond the first party's reasonable control including without limitation any power failure.
 

12.       Notices
 
            Any notices shall, unless otherwise expressly stated, be in writing and shall be given by sending the same by e-mail, first class post, or facsimile transmission to the other party's address as may be designated in writing from time to time. Any notice sent by first class post shall be deemed (in the absence of evidence of early receipt) to have been delivered two days after dispatch. Any notice given by e-mail or facsimile transmission shall be deemed to have been delivered on the next working day following transmission.


13.       Survival 
 
The provisions of those clauses that either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall survive termination of the Agreement. In the event you use the Site and/or the Interactive Services again, then the provisions of the terms and conditions that then apply will govern your re-use of the Site and/or the Interactive Services. In the event you use Vouchers bought under this Agreement, then those provisions applicable to Vouchers will survive termination of this Agreement.
 

14.       Third party rights
 
All provisions of this Agreement apply equally to and are for the benefit of us, our subsidiaries, our holding company and its affiliates and its (or their) third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf (save that this Agreement may be varied or rescinded without the consent of those parties). Subject to the previous sentence, no term of this Agreement is otherwise enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
 
 
15.       Entire agreement
 
This Agreement (and our Privacy Policy) and any terms and conditions set forth on either any Voucher itself or in any FAQs contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.

 
16.       Assignment
 
16.1     This Agreement shall be personal to you and you may not assign, transfer, sublet, lease or delegate all or any of your rights and obligations, without Trinity's prior written consent.
 
16.2     Trinity reserves the right to assign or transfer all or any of its rights and obligations under this Agreement to any companies in the same group as Trinity or other third party.
 

17.       No Waiver
 
            Failure by either party to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.
 
18.       Variation of Terms
 
            Trinity reserves the right to vary this Agreement from time to time and such changes shall become effective as soon as they are posted. Your continued use of the Site constitutes your agreement to all such changes.


19.       Law and Jurisdiction
 
            This Agreement shall be governed by the laws of England and Wales and you hereby submit to the exclusive jurisdiction of the English courts. 
 

MERCHANT TERMS & CONDITIONS


Definitions:
 
Commission – means commission payable by you to us pursuant to this Agreement, which is expressed exclusive of VAT and to which VAT will be added.
 
Voucher – a uniquely referenced email including a voucher permitting the Purchaser to the access the Voucher Products
 
Voucher Products – the products and/or services to be made available by you to the Purchasers in exchange for a Voucher.
 
Our Website – the website at url http://www.happli.co.uk (or any website replacing the same)
 
Promotional Period – the date(s) on which the Voucher Products are promoted on our Website
 
Purchaser – a purchaser of a Voucher or, in relation to the redemption of a Voucher, a person to whom a Purchaser has given permission to redeem that Voucher
 
Voucher Price – the price at which Vouchers are sold to Purchasers (including VAT, if applicable)
 
Sale of Vouchers
 
We will use our reasonable endeavours to create “Daily Deal” Vouchers in accordance with the information given by you to us on the Happli booking form. We will use our reasonable endeavours to promote the Vouchers and Voucher Products on our website for the Promotional Period.
 
Vouchers are intended to be redeemed by Purchasers of the Voucher Products as detailed on the Voucher. You must deliver exactly what has been offered on the Voucher. You acknowledge that we may have other “Daily Deal” voucher promotions running each day for other promotions.  We reserve the right to cease any promotion for your Vouchers and Voucher Products at any time or for any reason.
 
We act as your agent
 
You acknowledge and agree that we are acting as your agent in relation to the sales of the Vouchers hereunder.
 
Delivery of Voucher Services
 
You understand that upon the purchase of a Voucher the Purchaser has the right to demand and receive the Voucher Services from you and not us and that you must deliver those services. You warrant that the Voucher Products will be available at all times (subject to the restrictions on the Voucher) up to the final redemption date on the Voucher.
 
Supply and redemption of Voucher Products 
 
You will inform us of the Voucher Details and Terms as set out on the Booking Form forming part of this Agreement. You cannot substitute other goods/or services for the Voucher Products.  All Vouchers sold must be capable of being redeemed by the Purchasers. You must honour all sold Vouchers.
 
Your obligations after the Voucher Expiry Date
 
If a Voucher is not redeemed before Voucher Expiry Date, you will not be obliged to supply the Voucher Product in respect of that Voucher but you agree that you will, upon being presented with a Voucher after the Voucher Expiry Date, provide other goods or services to the value of the amount paid for the Voucher for a period of one year from the Voucher Expiry Date.
 
Reporting
 
At the end of every working day until the Voucher Expiry Date, you will log on to our website at http://www.happli.co.uk/merchant and enter the information required.
 
You will keep your login details confidential and not reveal them to anyone else. You are responsible for all activities that are carried out under your username and/or password.
 
You agree to notify Trinity immediately by email to support@happli.co.uk if anyone else becomes aware of your password or if there is any unauthorised use of your account of which you become aware.
 
Please note that you are entirely responsible if anyone else uses your account. 
 
Payments to You
 
We will collect the Voucher Price for each Voucher sold to the Purchaser. We will provide you with details of all Vouchers sold during the Promotional Period and will remit to you 50% of total sales revenue less any refunds for the Vouchers within 15 days of the end of the Promotional Period less the Commission and the remaining 50% of total sales revenue for the Vouchers within 30 days of our first payment to you, less the Commission and any other deductions in respect of any refunds. Our only liability to pay VAT is on the Commission.
 
All payments from us will be via bank transfer.
 
We will be entitled to set off against any amounts payable to you pursuant to this Agreement any amount owed by you to us under any other agreement between us.
 

VAT and VAT indemnity
 
Our only liability to pay VAT is on the Commission and we will issue a VAT invoice to you in respect of the Commission
 
You acknowledge and agree that you are responsible for the collection and payment of VAT and all VAT liabilities with regard to the sale of Vouchers and Voucher Products through our Website and your supply of Voucher Products to Purchasers and will indemnify us and any affiliate company of ours against all and any claims for VAT by HMRC in relation to or in connection with the collection or payment of VAT in any way connected to Vouchers sold and Voucher Products sold via our Website.
 
The value of the Voucher (as opposed to the Voucher Price) is £0.001.
 
In the event that VAT law changes, we reserve our rights to amend this Agreement to take account of the same.
 

Term of this Agreement
 
The term of this Agreement will commence on receipt of signed booking form and ends on the Voucher Expiration Date, as set out in the Booking Form forming part of this Agreement
 
We can terminate this agreement at any time and for any reason subject to issuing all Vouchers sold and paying all revenues earned (less the Commission) up to that point to you. You can terminate this Agreement up to 14 working days before the start date by giving written notice via email to support@happli.co.uk
 
The termination of this Agreement for any reason will not affect any rights accrued prior to the date of such termination
 
Termination of this Agreement for whatever reason shall not affect any provision which is expressly or by implication, intended to survive termination except that termination shall not affect the accrued rights and obligations of the Parties at the date of termination.
 
 
Warranties

You warrant and represent that you have sufficient rights to enter into this Agreement; that you will perform your obligations under this Agreement and when supplying the Voucher Products with all due skill, diligence and care; that in performing this Agreement and supplying the Voucher Products you will comply with all applicable laws, regulations and codes of practice in force from time to time; that the Vouchers will not infringe the intellectual property rights or any other rights of any third party; that Your Content will not infringe any laws, regulations and codes of practice in force from time to time or infringe the intellectual property rights or any other rights of any third party.
 
Indemnity
 
In addition to your indemnity in relation to VAT, you agree to fully reimburse us and any affiliate company of ours  for all losses, costs, actions, claims, damages, expenses (including reasonable legal costs and expenses) or liabilities, whatsoever suffered or incurred by us and/or any affiliate company of ours as a consequence of your breach or alleged breach of this Agreement, including any warranty or representation given hereunder,  including, without limitation, any failure to fulfil your obligations to any Purchaser in relation to any Voucher or Voucher Product.
 
 
Limitation of Liability

Other than in relation to any liability which may not by law be excluded, under  no circumstances shall we be liable to you  under, or in connection with, this Agreement, in contract or tort or otherwise and whether or not arising as a result of negligence for any loss of business, loss of goodwill, loss of business, loss of revenue, loss of contracts,  loss of anticipated savings, loss of profits or anticipated profits, or loss of data or for any other indirect or consequential or economic loss whatsoever, whether foreseeable or not.
 
Content Supplied by you 
 
You agree that any material uploaded to Our Website by you or on your behalf whether in relation to the promotion of Vouchers, Voucher Products or otherwise (“Your Content”), will not:
 
               (i)             be in any way, threatening, abusive, offensive, defamatory, invasive of another’s privacy, abusive, in breach of confidence, embarrassing to any person or likely to deceive  any person, hateful, blasphemous, pornographic, or racially, ethnically or otherwise objectionable;
 
               (ii)            in respect of which you do not have the necessary licences or approvals;
 
               (iii)           constitute or encourage conduct that would be considered a criminal offence or otherwise contrary to any law,  regulation or code of practice, give rise to civil liability  or infringe the rights of any third party anywhere in the world;
 
               (iv)           which is or could be technically harmful;
 
               (v)            which makes excessive demands for bandwidth;
 
               (vi)           which is inaccurate or misleading.
 
 
Data

We will collect data relating to Purchasers of Vouchers including each Purchaser’s name and contact details (“Purchaser Data”) and will compile and maintain a database of the same and in accordance with and to the extent permitted under the Data Protection Act 1998 and all other applicable law, we shall provide this information to you.

Subject to the previous paragraph, we will promptly provide you with a copy of the Purchaser Data if requested by you. Upon termination of this Agreement for any reason or at any other time when requested in writing so to do, we will within 14 days provide you with a copy of the Purchaser Data.

You agree that as between you and us the Purchaser Data belongs to us and we may use the Purchaser Data for any purpose.

Each party warrants that it will comply with the Data Protection Act 1998 and any relevant code of practice made thereunder and all other applicable laws from time to time in force relating to the collection and use of the Purchaser Data.
 
Force Majeure
 
Neither party shall be liable to the other, for any loss or damage which may be suffered by the other party due to any cause beyond the first party's reasonable control including without limitation any power failure.
 

Assignment
 
This Agreement shall be personal to you and you may not assign, transfer, sublet lease or delegate all or any of your rights and obligations, without our prior written consent.
 
We reserve the right to assign or transfer all or any of its rights and obligations under this Agreement to any affiliate company or other third party. In the event of assignment or transfer, we will notify you of the same.
 

Amendment and Waiver
 
No amendment to, or waiver of, any provision of this Agreement shall be effective unless in writing and signed by both parties.  Failure by either party to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.
 

Exclusion of Third Party Rights  
All provisions of this Agreement apply equally to and are for the benefit of us, our subsidiaries, our holding company and its affiliates and its (or their) third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf (save that this Agreement may be varied or rescinded without the consent of those parties). Subject to the previous sentence, no term of this Agreement is otherwise enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
 
 
Enforceability  
If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, we both agree that the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected.
 

Entire Agreement  
This Agreement (as amended from time to time, and including any documents expressly referred to herein) constitutes the entire agreement between the parties and supersedes all previous agreements, arrangements, undertakings or proposals (whether written or oral).
 

Law

This Agreement will be governed by and constructed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or connected with this Agreement.

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