TERMS & CONDITIONS
FOR BRANDS

1. Background:

1.1 Raze Platform. The Raze Platform is a user led advertising platform through which users can engage with brands for reward via its marketplace.

1.2 Exclusive rights. Raze Impact has the exclusive right to promote brands on the Raze Platform.

2. Definitions:

Brand: means the brand owned by the Customer and as described in the Order Form

Business Day: means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Campaign: means a specific marketing campaign on the Raze Platform in accordance with the Raze Platform terms and conditions.

Conditions: means these terms and conditions set out in clause 2 to clause 14 (inclusive).

Contract: means this contract under which the Customer appoints Raze Impact as its marketing agent in accordance with the Order Form, these Conditions and any Schedules.

Data Protection Legislation: means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Effective Date: means the date the Contract takes effect, as set out in the Order Form.

Product Intellectual Property: means all intellectual property rights owned or used by the Customer in connection with the manufacture and marketing of the Products and Brand (including trade marks, service marks, business names, goodwill and the right to sue for passing off, domain names, and rights in confidential information) in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of 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.

Price: means the price charged to the customer for any Products sold via the Raze Platform prior to the deduction of any discount code or gift card but less any value added or other sales tax thereon included in the price.

Products: means all products of the type and specification manufactured and/or sold by the Customer under the Brand together with any other products from time to time distributed by the Customer under the Brand and which the Customer may permit Raze Impact, by express notice in writing, to promote in the Territory via the Raze Platform but excluding any products which the Customer ceases to manufacture or distribute under the Brand.

Raze London: means Raze London Ltd (Company no. 15555188) a company incorporated in England and Wales with registered address of 5 Madeley Court, Madeley Road, London, England, W5 2LD

Raze Platform: means the online platform controlled by Raze London

Territory: means the areas or market sectors specified in the Order Form.

Year: means the period of 12 months from the Effective Date and each consecutive period of 12 months thereafter during the period of this Contract.

3. Interpretation:

(a) A reference to legislation or a legislative provision:

(i) is a reference to it as amended, extended or re-enacted from time to time;

(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

(b) Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(c) A reference to writing or written includes email.

4. Appointment:

4.1 Appointment. The Customer appoints Raze Impact as its non-exclusive marketing agent to promote the Brand in the Territory using the Raze Platform on the terms of this Contract and Raze Impact accepts the appointment on those terms. Nothing in this Contract or otherwise shall make Raze Impact or any of the Raze Impact's employees an employee of the Customer.

4.2 Non-exclusive appointment. Subject to the terms of Contract:

(a) The Customer shall be free to appoint any other person as its agent, distributor, reseller or franchisee for the sale of the Products or promotion of the Brand in the Territory.

(b) The Customer shall be entitled to market and sell the Products and/or promote the Brand directly to customers in the Territory.

(c) Raze Impact shall entitled to market and sell any other products or promote any other brand via the Raze Platform or otherwise.

5. Raze Impact's obligations:

5.1 Campaigns. Raze Impact shall be authorised to run Campaigns as it agrees from time to time with the Customer.

5.2 Raze Platform. Raze Impact shall register the Brand on the marketplace of the Raze Platform on the Start Date. This will enable users of the Raze Platform to access any live Campaign and to purchase Products via the Raze Platform. At all times the Customer shall be subject to the terms and conditions in respect of the Raze Platform.

5.3 No authority to incur liabilities. Except as authorised by the Customer in writing or as set out under the Contract, Raze Impact shall not act in a way which will incur any liabilities on behalf of the Customer nor to pledge the credit of the Customer.

5.4 Competing products. Nothing shall prevent Raze Impact during the term of this Contract being involved directly or indirectly in the development, promotion or sale of any goods which compete with the Products or Brand.

5.5 Advertising. Raze Impact shall be responsible for the advertising and promotion of the Brand in the Territory via the Raze Platform and shall observe all reasonable directions and instructions given to it by the Customer in this regard. The production and use by Raze Impact of any advertising materials and promotional literature not provided by the Customer shall be subject to the prior written consent of the Customer (not to be unreasonably withheld).

6. Prices and supply terms and conditions:

6.1 Prices, terms and conditions. Raze Impact shall unless agreed otherwise with the Customer ensure that the Products on the Raze Platform shall be:

(a) Displayed at the Customer's list prices specified in the price lists provided to Raze Impact from time to time by the Customer.

(b) On the Customer's standard terms and conditions provided from time to time by the Customer.

The Customer shall give Raze Impact 14 days' notice of any changes in the prices of the Products or in its standard terms and conditions of sale to enable Raze Impact to update Raze London and the Raze Platform.

6.2 No unauthorised representations about the Products. Raze Impact shall not make any representation about the Brand or Products on the Raze Platform other than as set out in the Customer's standard terms and conditions or in marketing materials provided by the Customer to Raze Impact for use on the Raze Platform or as agreed by the Customer.

7. Customer's obligations:

7.1 Brand Standards. The Customer understands that part of the value in the Raze Impact Platform is its ethos and brand values remaining aligned to its user's ethics. At all times the Customer agrees to comply with Raze Impact’s brand standards as notified to them from time to time. In the event that the Customer or Brand is not aligned to the Raze Impact’s brand standards as notified to them or is in breach of such standards Raze Impact reserves the right to immediately terminate the Contract and remove the Customer and Brand from the Raze Platform.

7.2 Sales materials. The Customer shall supply such marketing, sales literature and other documentation and information and such other technical, market and other support as Raze Impact may reasonably require for the purposes of promoting the Brand and sale of the Products via the Raze Platform and to enable Raze Impact to discharge its duties under this Contract. At all times the Customer is responsible for any and all sales literature, marketing materials and any other documents provided to Raze Impact for use on the Raze Platform or otherwise.

7.3 Cooperation. The Customer shall supply such material as Raze Impact may reasonably require for any Campaign. At all times the Customer is responsible for any and all material provided to Raze Impact for use on the Raze Platform or otherwise. The Customer understands and agrees to provide its full cooperation to Raze Impact in respect of any Campaign and appreciates any delay or lack of cooperation will impact on the success of the Campaign.

7.4 Timescales. The Customer shall comply with all timescales for artwork or material as communicated to it by Raze Impact.

7.5 Customer Content. Raze Impact relies on the integrity, and ownership of and right to use, any written, artwork, video, audio and/or recorded content the Customer provides to Raze Impact as content for a Campaign and/or to be used on the Raze Platform (“Customer Content”). As such the Customer warrants and represents to Raze Impact that:

(a) The Customer Content does not breach any applicable laws;

(b) The Customer Content is the Customer’s original creation and that no part of it has been or will be copied from any other work or material, or where it incorporates any third party content the Customer has the right (a legally enforceable licence or it has been lawfully assigned to it) to use such intellectual property rights in the manner required to enable Raze Impact to use it on the Raze Platform and without being in breach of any third party intellectual property rights;

(c) The Customer Content does not and will not contain anything defamatory, indecent or otherwise unlawful or which infringes the statutory or common law rights of any third party (including, but not limited to, material that is obscene, pornographic, offensive, defamatory, threatening, incites violence, or that breaches the intellectual property rights (or any other rights) of any third party);

(d) The Customer Content (or any part thereof) is not subject to any actions, demands, claims, proceedings, challenges or litigation (whether actual, pending or threatened) and Raze Impact exercising or performing its rights under the Contract will not infringe the rights (whether intellectual property rights or otherwise) of any third party;

(e) The Customer Content does not contain any viruses, Trojan horses, worms, time bombs, corrupted files, or any other malware, or other material which is malicious or technologically harmful either to Raze Impact, Raze London, the Raze Platform or their software or systems;

7.6 Indemnity. Since the Customer understands that Raze Impact and Raze London have to rely on what the Customer tell them about the integrity and ownership rights in the Customer Content to be able to perform its rights and obligations under the Contract the Customer agrees to indemnify Raze Impact (and hold Raze Impact harmless) from and against any claims, losses, liabilities, costs, fines, penalties, reasonable expenses, damages and settlement amounts (including without limitation all reasonable legal fees and costs) incurred by Raze or Raze London and/or it agents, directors, officers, employees arising out of or in connection with:

(a) Breach of clause 7.5 (or any part thereof);

(b) Any part of the Customer Content or any intellectual property rights contained therein.

7.7 Data sharing. The Customer agrees to support data sharing by downloading the relevant applications relating to the Raze Platform including without limitation the Raze Shopify application. The Customer shall comply with any data sharing requirements notified to it by Raze Impact including without limitation those linked to code use and consumer spending via any other means as agreed with Raze Impact.

7.8 Gift cards. The Customer shall supply Raze Impact with the quantity and type of gift cards as set out in Schedule 1 (or as amended from time to time) to be distributed via the Raze Platform to users of the Raze Platform in accordance with the Raze Platform’s terms and conditions. At all times Raze Impact holds such gift cards on trust on behalf of the Customer and shall be authorised to provide such gift cards to Raze London to distribute via the Raze Platform in accordance with its terms and conditions. The gift cards shall be made available to Raze Impact prior to the commencement of any Campaign.

7.9 Discount codes. The Customer shall at all times make available to Raze Impact the minimum quantity and type of discount codes during a Campaign as set out in Schedule 2 (or as amended from time to time) to be distributed via the Raze Platform to users of the Raze Platform in accordance with the Raze Platform’s terms and conditions. At all times Raze Impact holds such discount codes on trust on behalf of the Customer and shall be authorised at all times to provide such discount codes to Raze London to distribute via the Raze Platform in accordance with its terms and conditions. The discount codes shall be made available to Raze Impact prior to the commencement of any Campaign. At all times the Customer shall be obliged to keep the minimum levels as set out at Schedule 2 and on demand provide more discount codes to Raze Impact so that at no time the volume falls below the minimum level set out in Schedule 2.

7.10 Monitoring. The Customer agrees to monitor the use of gift cards and discount codes used to purchase Products via the Raze Platform. Where there is a reasonable suspicion that such gift cards or discount codes may be being misused the Customer shall notify Raze Impact without delay. At all times the Customer acknowledges and agrees that neither Raze Impact or Raze London shall be responsible for any use or misuse, fraudulent use or otherwise of any gift cards or discount codes.

7.11 Customer's marketing activities and information. The Customer reserves the right to advertise and promote the Products in the Territory independently of Raze Impact and the Raze Platform. The Customer shall provide Raze Impact with information on any relevant advertising and promotion carried out by the Customer which may impact on the Raze Platform or services being performed by Raze Impact or in respect of Raze Impact’s brand standards.

8. Commission and payments:

8.1 Commission. During the term of this Contract, the Customer shall pay to Raze Impact as commission a percentage of the Price of all Products sold via the Raze Platform. The percentages shall be as specified in the Order Form. For the avoidance of doubt the Commission is calculated on the price of the Products prior to any deductions being made for discount codes or gift cards used by a user.

8.2 Commission due on receipt of price. Subject to clause 8.1, commission shall become due to Raze Impact as soon as and to the extent that the Product is sold via the Raze Platform.

8.3 Effect of Customer's failure to supply Products. If at any time Products sold by the Customer to a customer or user of the Raze Platform are not, because of the Customer's fault, delivered to a user or customer of the Raze Platform, Raze Impact's right to commission shall continue to apply in relation to the sale of those Products as if they had been duly delivered and paid for on the due date for payment of the price under the relevant contract.

8.4 Commission Reports & Settlement of amounts due to Raze Impact. For the purposes of establishing the amount of commission due to Raze Impact:

(a) Raze Impact shall, within 7 days following the end of the calendar month during which commission became due, send a commission report to the customer summarising a total commission fee due to Raze Impact, and an invoice in a form suitable for VAT purposes.

(b) The Customer shall transfer to Raze Impact the commission due within 14 days of receiving a commission report.

8.5 Accounts and records. Each party shall keep separate accounts and records giving correct and adequate details of all sales made via the Raze Platform on the Customer's behalf and separate files of vouchers, gift cards, discount codes, invoices and receipts relevant to this Contract, and shall permit the duly appointed representatives of the other party at all reasonable times to inspect all such accounts and records and to take copies thereof.

8.6 VAT. All sums payable under this Contract are exclusive of amounts in respect of value added tax (VAT), which shall be payable at the prevailing rate (if applicable). A VAT invoice shall be provided against any payment.

8.7 Interest. If the Customer fails to make any payment due to Raze Impact under this Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

8.8 Survival of commission provisions. The provisions of clause 8 shall survive termination of this Contract in relation to all sales of the Products that have been concluded before the date of termination.

9. Intellectual property:

9.1 Acknowledgement of IPR. Raze Impact acknowledges that the Product Intellectual Property belongs to the Customer.

9.2 Use of IPR. Raze Impact is permitted to use the Product Intellectual Property on a royalty free basis for the purposes of and during the term of this Contract to promote the Products and Brand via the Raze Platform, as part of a Campaign, marketing of the Raze Impact brand community or as otherwise authorised by the Customer in writing.

9.3 License of IPR. Raze Impact is permitted to sub-licence the Product Intellectual Property to Raze London on such terms as it reasonably determines during the term of this Contract to promote the Products and Brand via the Raze Platform, as part of a Campaign, marketing of the Raze Impact brand community or as otherwise authorised by the Customer in writing.

10. Product liability, insurance and recalls:

10.1 Indemnity for Raze Impact. The Customer shall indemnify Raze Impact against any liability incurred by Raze Impact in respect of damage to property, death or personal injury arising from any fault or defect in the materials or workmanship of the Products and any reasonable costs, claims, demands and expenses arising out of or in connection with that liability, except to the extent that the liability arises as a result of the action or omission of the Raze Impact. This clause 10.1 shall survive termination of the Contract.

10.2 Indemnity for the Raze Platform. The Customer shall indemnify Raze London against any liability incurred by Raze London in respect of damage to property, death or personal injury arising from any fault or defect in the materials or workmanship of the Products and any reasonable costs, claims, demands and expenses arising out of or in connection with that liability, except to the extent that the liability arises as a result of the action or omission of Raze London. This clause 10.2 shall survive termination of the Contract. This clause 10.2 shall be reflected in the terms between the Customer and Raze London contained on the Raze Platform.

10.3 Product liability insurance. The Customer shall maintain product liability insurance for the duration of this Contract of not less than £5,000,000 per annum with a reputable insurer and shall provide a copy of the insurance policy to Raze Impact on request by the latter.

10.4 Notification of claims. Raze Impact shall, as soon as it becomes aware of any actual, threatened or suspected product liability claim in respect of the Products, give notice to the Customer of the details of the matter.

11. Duration and termination:

11.1 Initial term and termination on notice. This Contract shall take effect from the Effective Date. Unless terminated earlier in accordance with law or its terms, it shall continue for an initial term as set out under the Order Form and thereafter on a rolling monthly basis, until one party gives the other party written notice to terminate the agreement in accordance with clause 11.2.

11.2 Notice period. For the purposes of clause 11.1, notice to terminate the contract can be given by either party on any day, and the notice period shall be no less than 30 days.

11.3 Termination for cause. Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

(a) Material breach. The other party commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so.

(b) Repeated breaches. The other party repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that it’s conduct is inconsistent with having the intention or ability to give effect to the terms of this Contract.

(c) Insolvency. The other party takes or has taken against it any step or action in connection with its entering into administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.

(d) Cessation of Production. The Customer ceases to produce or distribute generally the Products.

(e) Cessation of the Raze Platform. The Raze Platform ceases all operations.

12. Consequences of termination:

12.1 Accrued rights and duties. Termination of this Contract 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 Contract which existed at or before the date of termination.

12.2 Consequences of termination. On termination of this Contract:

(a) Right to indemnity. If and to the extent that the Commercial Agents (Council Directive) Regulations 1993 apply and provided that Raze Impact gives notice of its intention as required thereunder, Raze Impact shall, unless any of the circumstances mentioned in regulation 18 of those Regulations applies, have the right to be indemnified as provided in regulation 17 of those Regulations. For the avoidance of doubt, Raze Impact shall have no right to any compensation under those Regulations on termination of this Contract.

(b) Marketing to cease. Raze Impact shall cease to promote, market, advertise or sell the Products via the Raze Platform.

(c) No further holding out or use of IPR. Raze Impact shall cease to describe itself as an agent of the Customer and cease to use the Product Intellectual Property Rights.

(d) Return of gift cards and discount codes. Raze Impact shall at the Company’s expense within 30 days of termination return to the Customer any unallocated gift cards or discount codes then in the possession of Raze Impact, or otherwise dispose of the same as the Customer may instruct. Raze Impact shall notify the Raze Platform that it is not authorised to distribute any further gift cards or discount codes other than those committed to prior to termination and direct it to return any unallotted gift cards and discount codes to Raze Impact .

12.3 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

13. Compliance:

13.1 Compliance. Each party shall at its own expense comply with and assist the other party to comply with all laws and regulations relating to its activities under this Contract, and with all and any conditions binding on it in any applicable licences, registrations, permits and approvals. Such laws shall include but not be limited to the Data Protection Legislation, the Bribery Act 2010, the Criminal Finances Act 2017, and the Modern Slavery Act 2015.

14. Limitation of liability:

14.1 Unlimited liability. Nothing in this Contract shall limit or exclude the liability of either party for:

(a) Death or personal injury caused by negligence.

(b) Fraud or fraudulent misrepresentation or wilful breach of contract or misconduct.

(c) The indemnities contained in clause 10.1 and 10.2 and 7.6.

(d) Any matter in respect of which it would be unlawful to exclude or restrict liability.

14.2 Limitations of liability. Subject to clause 14.1:

(a) Neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

(i) any loss of profit, revenue, business, goodwill or anticipated savings;

(ii) any loss that is an indirect or secondary consequence of any act or omission of the party in question.

(b) The total liability of Raze Impact in respect of all other loss or damage arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £100 for the entire term of this Contract.

15. General:

15.1 Force Majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for three months the party not affected may terminate this Contract by giving 10 days' written notice to the affected party.

15.2 Assignment and other dealings.

(a) Neither party shall assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract without the other party’s prior written consent save for Raze Impact is permitted to subcontract any part of its obligation to Raze London.

15.3 Confidentiality.

No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Contract.

15.4 Entire agreement.

(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

15.5 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

(a) Waive that or any other right or remedy.

(b) Prevent or restrict the further exercise of that or any other right or remedy.

15.7 Severance. If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Contract.

15.8 Notices.

(a) Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first-class post or other next working day delivery service, commercial courier, or email.

(b) A notice or other communication shall be deemed to have been received:

(i) if delivered personally, when left at the address referred to in clause 15.8(a);

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;

(iii) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or,

(iv) if sent by email, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

15.9 Third party rights. Save for Raze London right to enforce clause 10.2 no one other than a party to this Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.

15.10 Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

15.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

15.12 Right To Update. Raze Impact reserves the right to make changes, alter or remove any part of this agreement at its absolute discretion, from time to time. Raze Impact will endeavour to notify the Customer, where reasonable, of such a change, alteration or removal. It is the Customer's responsibility to take note of and abide by any change, alteration or removal of any part of this Contract

(a)       Raze Impact will not change or alter the Customer's commission percentages unless both parties have agreed to this in writing.

(b)       Raze Impact will not change, alter or remove any specially agreed terms unless both parties have agreed to this in writing.