Welcome to the Giftcloud Client website, a destination site specifically for businesses and participating clients. In order to use this and other Giftcloud websites, the mobile and touch versions, and other electronic services made available to businesses and participating clients, or portions or services provided through them (collectively, the “Site”), you must agree to these Terms of Use (“Terms of Use”). These Terms of Use are our “rules of the road” for accessing and using the Site and other Giftcloud websites–they are important, apply to all businesses and clients, and contain many legal disclosures that you should read carefully. Giftcloud Limited (a company registered in England with company number 15384530, VAT number GB457592354 and registered office at C/O Groupon Floor 11, Aldgate Tower, 2 Leman Street, London, United Kingdom, E1 8FA. Correspondence address First Floor, Merchants House North, Wapping Road, Bristol BS1 4RW) and/or its affiliates and subsidiaries (“Giftcloud,” “we,” “us,” “our”) and partners (“End User” or “you”) may be referred to throughout these Terms of Use individually as a “Party” and collectively as the “Parties”.

1. Applicability

  1. These Terms of Use do not apply to any website, mobile and touch version, or electronic service that is accessed or products that are purchased by any individual purely for personal, household, or family use or consumption (i.e., it does not apply to individuals that purchase gift cards for use with products or services for personal consumption) through www.giftcloud.com/uk, which access, use, purchase, or relationship is governed by the Giftcloud Terms and Conditions located here and the Privacy Policy located here.
  2. These Terms of Use are in addition to any other agreement(s) between you and Giftcloud. In the event of conflict between these Terms of Use and such agreement(s), the other agreement(s) will take precedence.

2. Acceptance of Terms of Use

  1. Giftcloud operates the Site. By using the Site, any service provided through the Site, or installing mobile or touch versions that allow access to content or services provided through the Site, you agree to be bound by these Terms of Use, and any additional terms applicable to certain programs in which you may elect to participate, as any of the same may exist from time to time.
  2. If you do not agree to these Terms of Use, immediately stop accessing the Site and do not use any Giftcloud service offered through the Site.

3. Permitted Uses

  1. The Site provides information for prospective and current merchant partners about how Giftcloud’s business gifts and rewards programmes can help your business grow. As a condition of your use of the Site, you agree that:
  2. you are an individual person at least 18 years of age;
  3. you possess the authority to create a binding legal obligation;
  4. your use of the Site will at all times comply with these Terms of Use;
  5. you must safeguard your password and supervise the use of your account, and understand and agree that you are responsible for the use of your account by anyone you allow to access it;
  6. you have the right to provide any and all information you submit to the Site, and all such information is accurate, true, current and complete; and
  7. you understand that Giftcloud may carry out credit and other checks on you and/or your business.

4. Availability of the site

  1. You acknowledge that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Site accessible, the Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control, Site access may be interrupted, suspended or terminated. Giftcloud retains the right at our sole discretion to deny service, or access to the Site to anyone or an account, at any time and for any reason.

5. Ownership of the Site

  1. The content and information on the Site (“Content”) as well as the infrastructure used to provide the Content, is proprietary to us and other partners. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products or services obtained from or through the Site.

6. Transmission of information

  1. Because we do not control the security of the Internet or other networks you use to access the Site or communicate with us, we can’t be, and are not responsible for, the security of information that you choose to communicate with Giftcloud and the Site while it is being transmitted. In addition, Giftcloud is not responsible for any data lost during transmission.

7. Your conduct on our sites

  1. The Site and other websites operated by Giftcloud that are available to End Users is private property (collectively, the “Giftcloud Sites”). All interactions on the Giftcloud Sites must be lawful and must comply with these Terms of Use. To the extent your conduct (as judged by us in our sole discretion), restricts or inhibits any other users from using or enjoying any part of the Giftcloud Sites, we may limit your privileges on the Site and seek other remedies.
  2. PLEASE DO NOT ENGAGE IN ANY OF THE FOLLOWING ACTIVITIES–they are prohibited on the Giftcloud Sites and constitute express violations of these Terms of Use:
  1. submitting any purposely inaccurate information, committing fraud or falsifying information;
  2. attempting to, or actually accessing data not intended for you, such as logging into a server or an account which you are not authorised to access;
  3. attempting to scan, or test the security or configuration of the Giftcloud Sites or to breach security or authentication measures without proper authorisation;
  4. tampering or interfering with the proper functioning of any part, page or area of the Giftcloud Sites and any and all functions and services provided by Giftcloud;
  5. attempting to interfere with service to any user in any manner, including, without limitation, by means of submitting a virus to our Site, or attempts at overloading, “flooding”, “spamming”, “mail bombing” or “crashing” the Giftcloud Sites;
  6. using the Giftcloud Sites or any of their contents to advertise or solicit, for any other commercial, political or religious purpose, or to compete, directly or indirectly with Giftcloud, without Giftcloud’s prior written consent;
  7. reselling or repurposing your access to the Giftcloud Sites;
  8. using the Giftcloud Sites or any of its resources to solicit Giftcloud customers, clients or other business partners of Giftcloud to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with Gifttcloud, including, without limitation, aggregating current or previously offered deals;
  9. using any Giftcloud customer or client information that is not your information from the Giftcloud Sites for any commercial purpose, including, but not limited to, marketing;
  10. offering gift cards or otherwise using any Giftcloud account to offer gift cards for resale, or for speculative, false, fraudulent or any other purpose not expressly permitted by agreement between you and Giftcloud;
  11. accessing, monitoring or copying any content or information from any Giftcloud Sites using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
  12. violating the restrictions in any robot exclusion headers on any Giftcloud Sites or bypassing or circumventing other measures employed to prevent or limit access to the Giftcloud Sites;
  13. taking any action that places excessive demand on our services, or imposes, or may impose an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion) supporting the Giftcloud Sites;
  14. aggregating any live or post-feature content or other information from the Giftcloud Sites (whether using links or other technical means or physical records associated with purchases made through the Giftcloud Sites) with material from other sites or on a secondary site without our express written permission.
  15. deep-linking to any portion of the Giftcloud Sites (including, without limitation, the purchase path for any gift card) without our express written permission;
  16. acting illegally or maliciously against the business interests or reputation of Giftcloud, our other merchants or our services; or
  17. hyperlinking to the Giftcloud Sites from any other website without our initial and ongoing consent.

8. Modification of the terms of use

  1. We reserve the right at all times to discontinue or modify any part of these Terms of Use as we deem necessary or desirable. If we make changes that materially affect your use of the Site or our services we will notify you by posting notice of the change on the Site. Any changes to these Terms of Use will be effective upon our posting of notice of the changes on our Site, provided that. We suggest that you revisit our Terms of Use from time to time to ensure that you stay informed of any such notifications of such changes. Your use of the Site after we update these Terms of Use will constitute acceptance of the modified Terms of Use. We also reserve the right to change or discontinue any aspect or feature of our services or the Site including, but not limited to, requirements for access or use.

9. Copyright and trade marks

  1. Everything located on or in the Giftcloud Sites is the exclusive property of Giftcloud or is being used with permission. Any copying, distributing, transmitting, posting, linking, deep linking or otherwise modifying of the Site or any portions or areas of the Giftcloud Site without the express written permission of Giftcloud is prohibited. Any violation of this requirement may result in a copyright, trade mark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.
  2. The Giftcloud Sites contain copyrighted material, trade marks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound. Giftcloud owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express permission of Giftcloud or the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, you will make independent attribution and/or agree to make no changes in or deletion of any author attribution, trade mark legend or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.
  3. Giftcloud is a trade mark of Invitation Digital Limited. It, together with other trade marks that are located within or on the Giftcloud Sites otherwise owned or operated in conjunction with Giftcloud shall not be deemed to be in the public domain but rather the exclusive property of Invitation Digital Limited, unless such mark or site is under license from the trade mark owner thereof, in which case such license is for the exclusive benefit and use of Giftcloud unless otherwise stated.
  4. You will not upload, post or otherwise make available on the Giftcloud Sites any material protected by copyright, trade mark or other proprietary right without the express permission of the owner of the copyright, trade mark or other proprietary right. Giftcloud does not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trade marked. You will be solely liable for any damage resulting from any infringement of copyrights, trade marks, proprietary rights or any other harm resulting from such a submission.
  5. By submitting material to any public area of the Giftcloud Sites, you warrant that the owner of such material has expressly granted Giftcloud the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You also permit any other End User to access, view, store or reproduce the material for such End User’s personal use. You also grant Giftcloud the right to edit, copy, publish and distribute any material that you make available on the Giftcloud Sites.

10. Copyright policy and procedures

  1. Giftcloud reserves the right to terminate its agreement with you or any other End User who infringes third-party copyrights.
  2. If you believe that any material has been posted via the Giftcloud Sites by an End User in a way that constitutes copyright infringement, you shall provide Giftcloud with the following information:
  1. an electronic or physical signature of the person authorised to act on behalf of the owner of the copyrighted work;
  2. an identification of the copyrighted work and the location on the Giftcloud Sites of the allegedly infringing work;
  3. a written statement that you have a good faith belief that the disputed use is not authorised by the owner, its agent, or the law;
  4. your name and contact information, including telephone number and e-mail address; and
  5. a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorised to act on the copyright owner’s behalf.
  1. Contact information for notice of claims of copyright infringement is: https://groupon.co.uk/report_infringement.

11. Unsolicited ideas

  1. We do not accept or consider, directly or through any Giftcloud employee or agent, unsolicited ideas of any kind, including without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotions. Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images or other work in any form (“unsolicited materials”). If you send us unsolicited materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:
  2. Giftcloud has no obligation to review any unsolicited materials, nor to keep any unsolicited materials confidential; and
  3. Giftcloud will own, and may use and redistribute unsolicited materials for any purpose, without restriction and free of any obligation to acknowledge or compensate you.

12. Disclaimer or warranty

  1. You expressly agree that use of the Site is at your sole risk. Neither Giftcloud, its parent companies, subsidiaries, subsidiaries of parent companies, affiliates nor any of their respective employees, agents, merchants, third-party content providers or licensors, or any of their officers, directors, employees or agents, warrant that use of the Site will be uninterrupted or error free; nor do they make any warranty as to
  2. the results that may be obtained from use of the Site; or
  3. the accuracy, completeness, reliability or content of any information (including, but not limited to, product descriptions), service, products or vouchers provided through the Site.
  4. The Site and all content, statements (as defined below) and other information contained on the Site, and products and services accessible or available through the site are made accessible or available on an “as is” and “as available” basis.
  5. Giftcloud hereby disclaims any and all representations, warranties and conditions, whether express or implied, as to the operation of the Site or the content, statements or other information contained on the Site, or the products or services accessible or available through the Site, including, but not limited to those of title noninfringement, merchantability, and fitness for a particular purpose.

13. Limitation of liability

  1. In no event shall Giftcloud, its parent companies, subsidiaries, subsidiaries of parent companies, affiliates nor any of their respective employees agents, merchants, partners, third-party content providers or licensors, or any of their officers, directors, employees or agents, be liable for:
  1. loss of revenue;
  2. loss of actual or anticipated profits;
  3. loss of contracts;
  4. loss of the use of money;
  5. loss of anticipated savings;
  6. loss of business;
  7. loss of opportunity;
  8. loss of goodwill;
  9. loss of reputation;
  10. loss of, damage to, or corruption of data; and
  11. indirect or consequential losses, whether those losses are foreseeable, known, foreseen or otherwise, arising out of or related to your use of the Site, the content, statements and other information contained therein, the products or services accessible through the Giftcloud Sites or these Terms of Us
  1. Giftcloud’s total liability to you or any third party under these Terms of Use shall in no circumstances exceed, in aggregate, a sum equal to £50.
  2. The limitation of liability above also has effect in relation to any liability arising because of the invalidity or unenforceability of any terms of these Terms of Use.
  3. Nothing in these Terms of Use shall exclude or limit Giftcloud’s liability for any liability which cannot be excluded or limited by applicable law (including fraud and death or personal injury caused by Giftcloud’s negligence).

14.Websites of others

  1. The Site may contain links to websites maintained by other parties not affiliated with Giftcloud. These links are provided solely as a convenience to you and not because we endorse or have an opinion about the contents on such websites. We expressly disclaim any representations regarding the content or accuracy of materials on such websites or the privacy practices of those websites. If you decide to access websites maintained by other parties, you do so at your own risk.

15. Indemnification/Release

  1. You agree to defend, indemnify and hold harmless Groupon, its parent companies, subsidiaries, subsidiaries of parent companies, affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to any products or services provided by you in connection with the Giftcloud Sites or any use of the Site in violation of these Terms of Use. You are solely responsible for your interactions with your customers and other users of the Giftcloud Sites. To the extent permitted under applicable laws, you hereby release Groupon from any and all claims or liability related to any product or service you make or offer to End Users, any action or inaction by you, including your failure to comply with applicable law and/or failure to abide by the terms of a Groupon, and any conduct or speech, whether online or offline, of any other user or merchant.

16. Governing law

  1. This Agreement (and all non-contractual relationships between you and us) shall be governed by and construed in accordance with English law and both parties hereby submit to the exclusive jurisdiction of the English courts.

17. Additional Disclosures

  1. No waiver by either you or Giftcloud of any breach or default or failure to exercise any right allowed under these Terms of Use is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Agreement. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of these Terms of Use invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms of Use, and the remaining portions of these Terms of Use shall continue in full force and effect.
  2. The provisions of these Terms of Use apply equally to and are for the benefit of Giftcloud, its parent companies, subsidiaries, subsidiaries of parent companies, affiliates and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.
  3. Giftcloud will not be liable for any default or delay in the performance of its obligations under these Terms of Use due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond Giftcloud’s reasonable control.