VOUCHERCART LTD trading as “VoucherCart” whose registered office is at RUTHERFORD HOUSE, WEST LINTON, PEEBLESSHIRE, EH46 7AS, UK

VoucherCart Site and Services Terms and Conditions of Use (collectively the “Terms”) – for Merchants

VOUCHERCART LTD trading as “VoucherCart” is the owner and operator of this website.

VOUCHERCART LTD Site and Services Terms of Use: You agree to the terms of this document whenever you use any aspect of the website or the services of VoucherCart Ltd.

VOUCHERCART LTD voucher Terms of Sale: You agree to the terms of this document if a voucher for Merchant goods and/or services is purchased from Vouchercart Ltd.


1. TERMS AND DEFINITIONS

1.1. In this Agreement, we use the following terms:

1.1.1. “CMS” means the content management system provided by VoucherCart to each Merchant for management of its transactions.

1.1.2. “Conditions” means these terms and conditions and any document referred to in them, or any amended version of them brought into effect from time to time in accordance with these Conditions.

1.1.3. “Customer Feedback” means any and all information provided to us by a Customer via our customer feedback service regarding any goods and/or services provided by the Merchant in respect of a particular transaction with that Customer (including in respect of any communications with the Merchant), which may include any opinions about the Merchant.

1.1.4. “Customer Agreement” means the agreement between you as Merchant and a customer who purchases a voucher on the VoucherCart site which can be exchanged or redeemed for Merchant products and/or services from the Merchant to which the specific voucher pertains.

1.1.5. “Customer” means the purchaser of a Voucher.

1.1.6. “IPR” means all the intellectual property rights conferred by the law of any country or jurisdiction in the world (including by statute) as amended or re-enacted (by common law, civil law, equity or otherwise) in relation to any invention, discovery, literary work, dramatic work, musical work, artistic work, copyright, database, trademark, service mark, design (whether two dimensional or three dimensional), patents, semiconductor topography, confidential information, know-how, trade secret, and in each case whether or not it has been reduced to a material form, and howsoever it may be recorded, stored or embodied (including in an electronic or transient medium), including all applications for such rights as well as all extensions and renewals of such rights;

1.1.7. “Liability” means liability in or for any cause of action whatsoever (including breach of contract, delict, breach of statutory duty, misrepresentation, restitution or any other cause of action whatsoever) relating to or arising under, from or in connection with this Agreement.

1.1.8. “Merchant” or “You” ” means a seller of goods and/or services for which a Voucher can be redeemed.

1.1.9. “Merchant Information” means information, data or content provided by the Merchant in any form or medium, whether or not such information is owned by the Merchant, uploaded to the Site or given by the Merchant to VoucherCart for whatever purpose, whether directly or on the Merchant’s behalf.

1.1.10. “Policies” means any policy (including any guides relating to content and style) which may be notified and made available to the Merchant by VoucherCart through the CMS from time to time;

1.1.11. “Register” means to create an account on the Site, and “Registration” means the action of creating an account.

1.1.12. “Response” means a response by the Merchant to any Customer Feedback;

1.1.13. “Services” means all or any of the services provided by Vouchercart Ltd via or in association with the Site.

1.1.14. “Site” means this web-site at www.vouchercart.com.

1.1.15. “Voucher” means a voucher which is created by the Merchant through use of the Site to be sold via VoucherCart which may be exchanged for goods and/or services described on the voucher from the Merchant, subject to any terms and conditions the Merchant has associated with said voucher.

 

2. Basic Terms and Conditions Information

2.1. What we do and do not do: We provide the Services on the Site and we sell Vouchers created by you (the “Merchant”). We sell Vouchers via our portal that can be redeemed with Merchants for the products and/or services described by the Merchants on the Vouchers they have created for sale. We act as an intermediary only between you and the Customer.

2.2. VoucherCart is not a Merchant. We sell Vouchers that can be redeemed with a Merchant. We do not sell, provide or supply any Merchant products and/or services. Any Merchant products and/or services will always be supplied by you.

2.3. About this document: This is a legal document which is the agreement between you (whom we refer to as “you”, “your” or the “Merchant”) and VOUCHERCART LTD. Through use of our Site and Services you agree to the terms of the Conditions, all of which are collectively referred to as the “Agreement”.

2.4. About Us: We are VoucherCart Ltd trading as VoucherCart and we refer to ourselves as “VoucherCart Ltd”, “VoucherCart”, “we”, “us” or “our” in this document. We are the operator of this Site and are a company registered in Scotland with our registered office at Rutherford House, Rutherford Gardens, West Linton, Peeblesshire, Scotland, EH46 7AS, Company Number: SC457630.

2.5. Email marketing and administrative communications: We may send you email newsletters and other communications to you directly from time to time via email or communicate with you by other means where this has been specified by you. Email communications for administrative and contract purposes are required for effective communication in relation to your account operation However you may unsubscribe from newsletter communications at any time. We may also provide newsletter email facilities for you to use within our Site.

2.6. Your use of this Site and our Services: You may access the Site only through standard web browsers and devices and similar consumer applications, however access is not permitted via any robot, spider, proprietary program, site search and retrieval application or other device, system, or process used to scan, index, or data mine our site and its content. Search engines may use spiders to copy materials from the Site for the sole means of creating publicly available search indices of our site content, but not to create stored archives of such content. This Agreement is revocable by us at any time without incurring any liability to you.

2.7. Usage Prevention: We reserve the right to prevent you from using the Site and the Services (or any part) at any time by suspension or termination of your account.

2.8. Customer Agreement: You have read and understand the terms of the Customer Agreement between You and any Customer. You agree that when a Customer purchases a Voucher a Customer Agreement shall be deemed to be entered into between You as Merchant and the Customer and shall apply to that transaction. Additional terms and conditions required by the Merchant may apply to certain of the Merchant products and/or services provided that they are brought to the attention of a customer before purchase of a Voucher and provided that none of those additional terms and conditions conflict or are inconsistent with any of the terms of the Customer Agreement. If they conflict or are inconsistent with any of the terms of the Customer Agreement the offending provisions shall be deemed not to apply but this shall not affect the Customer Agreement or its validity or any other additional terms and conditions which shall remain in full force and effect.

2.9. We shall be entitled to amend the Conditions, from time to time by posting such amended versions of them on the Site. The Merchant acknowledges that it is its responsibility to check the Site on a regular basis to make and keep itself aware and notified of any changes made by us to the Conditions.

2.10. We reserve the right to revise or alter the Services at any time. Any variation in the Services will be subject to the Conditions.

 

3. Standards and Liability Limitation

3.1. Nothing in this Agreement shall exclude or limit our Liability for any liability which cannot be excluded or limited by applicable law (such as for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation or any other non-excludable statutory rights).

3.2. We warrant that we will exercise reasonable care and diligence in performing any obligation under this Agreement.

3.3. What you can and cannot take legal action against us for: You may take action against us for a breach of contract only but for nothing else.

3.4. Categories of loss that we are not responsible for: To the fullest extent permitted by law we shall have no Liability for:

3.4.1. loss of goodwill;
3.4.2. loss of reputation;
3.4.3. loss of contracts;
3.4.4. loss of business;
3.4.5. loss of revenue;
3.4.6. loss of opportunity;
3.4.7. loss of anticipated savings;
3.4.8. loss of actual or anticipated profits;
3.4.9. loss of the use of money;
3.4.10. indirect or consequential or special loss; and
3.4.11. loss of, damage to or corruption of data or use.

3.5. Please note that we interpret “consequential loss” to mean “consequential losses whether those losses are foreseeable, known, foreseen or otherwise”.

3.6. Limits of Liability: Our total Liability to you or any third party shall in no circumstances exceed, in aggregate, a sum equal to £30.

 

4. Your Obligations

4.1. Accurate information: You warrant to us that all information provided on Registration and in relation to your account during the course of this Agreement is complete and accurate and that you will promptly inform us of any changes to such information by updating the details in your account via login.

4.2. Content on the Site: It is your responsibility to ensure that all information relating to Vouchers is accurate and correct and that any information you provide through the Site meets your specific requirements.

4.3. Things you cannot do: Without limitation, you undertake not to use or permit anyone else to use the Site or Services:

4.3.1. to post, send or receive any material which may be deemed in any way as offensive, threatening, indecent, obscene or defamatory, or may be in breach of copyright, rights of personality, publicity or privacy or any other third party rights;

4.3.2. to post, send or receive any material for which you have not obtained all necessary licenses and/or approvals from the relevant party or parties;

4.3.3. to post, send or receive any harmful or malicious content which may cause direct or indirect damage (including but not limited to viruses, Trojan horses, Worms, corrupt data or other malicious software or harmful data);

4.3.4. for any fraudulent or unlawful means or purpose.

4.4. Forbidden uses: The following uses of the Site and associated services are prohibited and you undertake not to (or permit anyone else to):

4.4.1. send unsolicited mail messages, including the sending of “junk mail”;

4.4.2. enter false data including but not limited to false names, addresses, contact details or fraudulent use of credit/debit card numbers or other payment data;

4.4.3. attempt to circumvent our security or network or any part thereof;

4.4.4. engage in any activity which may otherwise be considered as unlawful in connection with the use of the Site and/or associated services.

4.4.5. resell the Services or Site;

4.5. VoucherCart has absolute discretion as to the look, feel and content of the Site (as well as full and final say in the inclusion, positioning, location and all other presentation of Merchant Information (including in VoucherCart’ sole discretion the right to remove any Merchant Information from the Site at any time).

4.6. The Merchant shall comply with reasonable instructions from VoucherCart concerning its Merchant Information.

4.7. The Merchant undertakes and agrees that none of its Merchant Information or use of the Site will:

4.7.1. be in breach of copyright, confidence, privacy or any other rights and will not infringe any third party’s IPR, or other proprietary rights or rights of publicity or privacy;

4.7.2. be fraudulent or involve the sale of counterfeit or stolen items;

4.7.3. be in breach of any applicable laws or regulations (including, but not limited to, laws or regulations governing e-commerce, distance selling, data protection, export control, tax, consumer protection, advertising and requirements of Trading Standards);

4.7.4. be in breach of the Policies;

4.7.5. adversely affect the reputation of VoucherCart or the VoucherCart brand;

4.7.6. create, or be likely to create, liability for VoucherCart or cause VoucherCart to lose (in whole or in part) the services of its internet service or other suppliers;

4.8. If a Customer places an order for Voucher which is in fact out of stock and has not been displayed as such and the Customer consequently requires a refund, then the Merchant may be charged the charge on that order by VoucherCart.

4.9. The Merchant has complete discretion over how it wishes to price its Products.

4.10. The Merchant shall not make use of keyword spamming (the use or placement of inappropriate keywords in a title or description to gain attention or divert users to another page) or similar techniques in Product listings.

4.11. The Merchant shall comply at all times with all applicable laws, regulations and Trading Standards requirements in respect of the Vouchers and services it sells.

4.12. The Merchant shall indemnify and hold harmless VoucherCart against any and all liabilities, costs, expenses, fines, damages and losses (including any direct, indirect or consequential losses) it incurs in connection with any claim made due to the Merchant’s breach of the terms of these Conditions or paid or agreed to be paid by VoucherCart in settlement of the claim and all legal or other expenses incurred by VoucherCart in or about the defence or settlement of the claim. VoucherCart shall notify the Merchant in writing as soon as practicable after becoming aware of the claim.

4.13. The Merchant shall maintain at all times, at its own expense and with reputable insurers appropriate insurance in relation to its business. The Merchant shall, upon written request from VoucherCart, provide VoucherCart with any information it reasonably requires concerning the scope of such insurance together with any relevant certificates of currency.

 

5. Site and Services Usage Rules

5.1. We provide no representations or warranty that the Site or the Services are free from errors, viruses, malicious code or any other element or data which may have a harmful effect on any technology.

5.2. The Merchant acknowledges that the transmission of information via the internet is not completely secure, there is always a risk that communications by electronic means may not reach their intended destination, or may do so much later than intended, for reasons outside our control, and that it is technically impossible to provide the Services entirely free of fault at all times.

5.3. Access restriction: Your access to the Site and/or the Services may occasionally be restricted due to technical issues or to allow for repairs, maintenance or the introduction of new site functions or services. We will attempt to restore access as soon as is reasonably practicable.

5.4. The Site provides a platform to allow Merchants to offer and sell Vouchers directly to Customers. In doing so, the Merchant authorises and appoints VoucherCart as its commercial agent to directly negotiate and/or conclude the sale and/or purchase of Vouchers between the Merchant and Customers via the Site and VoucherCart accepts this appointment on the terms of these Conditions. As part of this process:

5.4.1. any contract to sell and buy Vouchers is made only between the Merchant and a Customer and VoucherCart is not a party to any such contract;

5.4.2. VoucherCart facilitates the negotiation of the sale of Vouchers between Customers and the Merchant through the use of the CMS and e-mail communication services operated and managed by VoucherCart, together with the Services that contribute to increasing the Merchant’s goodwill, promote the Merchant’s business and generally encourage Customers to place orders with the Merchant;

5.4.3. VoucherCart does not systematically review listings provided by users of the Site;

5.4.4. Vouchers offered for sale through the Site are neither owned nor come into the possession of VoucherCart at any time.

5.5. The Merchant hereby acknowledges that VoucherCart has sole and complete discretion whether to invite or select prospective Merchants to subscribe to use of the Services.

5.6. The Site may from time to time (at the discretion of VoucherCart) provide a system of Customer Feedback, which may be obtained and/or facilitated by a third party service provider selected by VoucherCart (the “Third Party”). By using the Site and Services the Merchant agrees that:

5.6.1. VoucherCart and/or the Third Party may, in its discretion, post on the Site and on the Third Party website any and all Customer Feedback relating to the transaction in question for a period of up to two (2) years after VoucherCart and/or the Third Party receives such Customer Feedback;

5.6.2. Following the provision of any Customer Feedback, VoucherCart shall make such Customer Feedback available to the Merchant via the CMS. The Merchant may submit a Response to any negative Customer Feedback via the facility provided by VoucherCart on the CMS, and VoucherCart and any Third Party will display any such Response with reasonable prominence and proximity to the corresponding Customer Feedback. The Merchant agrees that it shall not contact any Customer directly, whether via the CMS through an order or product enquiry or otherwise in response to any Customer Feedback.

5.6.3. The Merchant will ensure that any Response is true and accurate and not misleading in any way, and does not contain any material that may be construed as offensive, defamatory or unlawful.

5.6.4. VoucherCart may, in its sole discretion and in accordance with the applicable terms and conditions of any Third Party elect to amend, or not to post, any Response that VoucherCart and/or the Third Party consider, in their sole discretion, to be offensive, defamatory, unlawful or otherwise inappropriate.

5.7. VoucherCart may from time to time introduce a Merchant to third parties with whom special terms have been arranged unique to Merchants. Any contract entered into between Merchants and any such third party is concluded directly between the Merchant and the third party concerned and, except as expressly set out in these Conditions, VoucherCart cannot be involved in the fulfilment or liability for any such contracts.

 

6. Accounts and Registration

6.1. Registration: To Register you must supply us with your name, address, postcode, email address, telephone and other personal information required by us for your registration. In some cases additional registration information may be required and we may request this at any time and from time to time and at our discretion.

6.2. Password Usage: At time of Registration, you will create your account using a unique password. You agree that (provided it is not the fault of VoucherCart) we are not responsible or liable in any way in the event that a person to whom your password is disclosed or becomes known uses our Site and/or Service.

6.3. You are responsible for the security and proper use of all passwords, or other security devices used in connection with the provision of the Services and access to the Site (which responsibility shall include the obligation to change passwords on a regular basis);

6.4. You shall take all necessary steps to ensure that passwords and other security devices remain confidential, secure, are used properly and not disclosed to unauthorised third parties;

6.5. You shall inform us immediately if there is any reason to believe that a password or any other security device has or is likely to become known to someone not authorised to use it, or is being or is likely to be used in an unauthorised way;

6.6. You shall inform us immediately if the you forget or lose a password and must satisfy such security checks as VoucherCart may operate in order to obtain a new password;

6.7. You shall ensure that the CMS and its content remains entirely confidential, and that no other person beside those in the Merchant’s employment has sight of the CMS or any of its content.

6.8. VoucherCart reserves the right:

6.8.1. to suspend access to the Services if at any time VoucherCart considers that there is or is likely to be a breach of security, in which event VoucherCart will notify the Merchant of the suspension and any steps to be taken by it as soon as reasonably practicable; and

6.8.2. to require the Merchant to change any or all of the passwords used by the Merchant in connection with the Site, in which event VoucherCart will notify the Merchant of the requirement to change passwords and any further steps to be taken by the Merchant as soon as reasonably practicable.

6.9. Email Address Usage: At time of Registration, all accounts must be registered with a valid personal email address that you control and access regularly. Any accounts which have been registered with someone else’s email address or with temporary email addresses may be closed without prior notice. We may require users to re-validate their email accounts at any time and at our discretion.

6.10. We reserve the right to close or suspend your user accounts for any reason at our discretion or in the event of breach of or non-compliance with our terms of use.

6.11. We shall fully co-operate with any law enforcement and other authorities in relation to disclosure of the identity or location of anyone in breach of this Agreement.

6.12. 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 account termination.

 

7. Intellectual Property Rights

7.1. All rights (including goodwill and, where relevant, trade marks) in the “VoucherCart” names are owned by VoucherCart or its licensors.

7.2. All IPR in association with this Site and Services, information and any other content on the Site or accessed as part of the Site or associated Services, data or database, rich media files, source code and software shall remain our property (or that of our licensors). You shall not, and shall not attempt to, obtain title to any such intellectual property rights. All rights are reserved.

7.3. Without prejudice to Clauses 7.1 and 7.2, the Merchant recognises that the IPR in the VoucherCart name, logo or branding are owned entirely by VoucherCart, and agrees that it may only use the VoucherCart name, logo or branding on any promotional material, packaging or elsewhere, whether in hard or electronic format, in accordance with these Conditions or with the prior written consent of VoucherCart.

7.4. Any IPR created by VoucherCart in the course of the performance of these Conditions or otherwise in the provision of the Services shall remain the property of VoucherCart.

7.5. VoucherCart hereby grants to the Merchant a non-exclusive, non-transferable revocable and limited licence for the duration of the Conditions only to use any software or documentation for the sole purpose of accessing and using the Services. Subject thereto, nothing in the Conditions shall be deemed to have given the Merchant a licence or any other right to use any of VoucherCart’s IPR.

7.6. The Merchant may not bid or trade on the VoucherCart Site name, VoucherCart brand or brand name, or variations of them, on Google or any other search engines.

7.7. You may not distribute, reproduce, modify, copy or use any of the materials or content on the Site or associated services without our permission, under any circumstances or for any purposes.

7.8. Any material you transmit or post or submit to the Site will be treated as non-confidential and may be used by us, subject to our obligations under the Data Protection Act 1998. You grant us full royalty-free, perpetual and irrevocable, non-exclusive licence to use, copy, modify, adapt, translate, publish and distribute world-wide any such material provided by you for the purpose of operating the Site and providing the Services without limitation.

 

8. General

8.1. Time
Unless stated otherwise, time is not of the essence of any date or period specified in these Terms.

8.2. No set-off
All payments by the Merchant will be made without set-off or counterclaim, free and clear of and without deduction for any tax, levy, duty, charge, or withholdings of any kind now or in the future, imposed in any jurisdiction unless a party is compelled by law to deduct or withhold any such amounts, in which case it will pay to the other such additional amount as will ensure that the other is paid the full amount it would have received but for such deduction or withholding.

8.3. Relationship
The parties are independent businesses and not principal and agent, partners, or employer and employee.

8.4. Severability
If any part of these Terms is found by a court, tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the Terms and the remaining provisions of the Terms will otherwise remain in full force.

8.5. Notices
Notices under the Agreement will be in writing and sent to the persons and addresses set out on the Site or in the Registration account. They may be given, and will be deemed received:

8.5.1 by first-class post: two Business Days after posting;
8.5.2 by airmail: seven Business Days after posting;
8.5.3 by hand: on delivery;
8.5.4 by facsimile: on receipt of a successful transmission report from the correct number, and
8.5.5 by e-mail: on receipt of a delivery or read receipt mail from the correct address.

8.6. Waiver
No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

8.7. Rights of Third Parties
Save as provided at law, the Agreement is not enforceable by any third party.

8.8. Entire Agreement
The Agreement constitutes the entire agreement between the parties in relation to its subject matter. No other terms apply.

8.9. Succession
The Agreement will bind and benefit each party between tors and assignees.

8.10. Governing Law and Jurisdiction

8.10.1. The Agreement will be governed by the law of Scotland.
8.10.2. Disputes will be submitted to the non-exclusive jurisdiction of the courts of Scotland.

Merchant Gateway Terms

These terms are used in relation to Merchant gateway configuration at https://vouchercart.com. The Merchant is requested to check box to confirm they have read understood and agreed to these terms.

VOUCHERCART LTD trading as “VoucherCart” whose registered office is at RUTHERFORD HOUSE, WEST LINTON, PEEBLESSHIRE, EH46 7AS, UNITED KINKDOM

VoucherCart Customer Gateway Access – Terms and Conditions of Use (collectively the “Terms”) – for Merchants

VOUCHERCART LTD trading as “VoucherCart” is the owner and operator of this website.

VOUCHERCART LTD General Terms of Use: You agree to the terms of this document whenever you use any aspect of the website or the services of VoucherCart Ltd.

VOUCHERCART LTD Gateway Terms of Access: You agree to the terms of this document as relates to integration of your payment gateway with the VoucherCart website owned and managed by Vouchercart Ltd.


1. TERMS AND DEFINITIONS

1.1. In this Agreement, we use the following terms:

1.1.1. “VoucherCart Account” means the content management system provided by VoucherCart to each Merchant.

1.1.2. “Conditions” means these terms and conditions and any document referred to in them, or any amended version of them brought into effect from time to time in accordance with these Conditions.

1.1.3. “Gateway” means the Payment gateway you “the Merchant” have selected to be integrated with your VoucherCart Account.

1.1.4. “Gateway Integration” means any works carried out as may be required to connect your payment gateway to your VoucherCart Account and conclude tests to ensure correctness of operation.

1.1.5. “Gateway Access” means those data to include Username, Password, API Keys, Secret Keys and/or any other access specific credentials we require to access and configure your Gateway to operate integral to your VoucherCart Account.

1.1.6. “Liability” means liability in or for any cause of action whatsoever (including breach of contract, delict, breach of statutory duty, misrepresentation, restitution or any other cause of action whatsoever) relating to or arising under, from or in connection with this Agreement.

1.1.7. “Merchant” or “You” means a seller of goods and/or services for which a Voucher can be redeemed.

1.1.8. “Merchant Information” means information, data or content provided by the Merchant in any form or medium, whether or not such information is owned by the Merchant, uploaded to the Site or given by the Merchant to VoucherCart for whatever purpose, whether directly or on the Merchant’s behalf.

1.1.9. “Policies” means any policy (including any guides relating to content and style) which may be notified and made available to the Merchant by VoucherCart through the VoucherCart Account from time to time;

1.1.10. “Services” means all or any of the services provided by Vouchercart Ltd via or in association with the Site.

1.1.11. “Site” means this web-site at www.vouchercart.com.

1.1.12. “Voucher” means a voucher which is created by the Merchant through use of the Site to be sold by VoucherCart which may be exchanged for goods and/or services described on the voucher from the Merchant, subject to any terms and conditions the Merchant has associated with said voucher.

 

2. Basic Terms and Conditions

2.1. About this document: This is a legal document which is the agreement between you (whom we refer to as “you”, “your” or the “Merchant”) and VOUCHERCART LTD. Through provision of your gateway access you agree to the terms and the conditions, all of which are collectively referred to as the “Agreement”.

2.2. About Us: We are VoucherCart Ltd trading as VoucherCart and we refer to ourselves as “VoucherCart Ltd”, “VoucherCart”, “we”, “us” or “our” in this document. We are the operator of this Site and are a company registered in Scotland with our registered office at Rutherford House, Rutherford Gardens, West Linton, Peeblesshire, Scotland, EH46 7AS, Company Number: SC457630.

2.3. Agreement Revocation: This Agreement is revocable by us at any time without incurring any liability to you.

2.4. Usage Prevention: We reserve the right to prevent you from using the Site and the Services (or any part) at any time by suspension or termination of your account.

2.5. We shall be entitled to amend the Conditions, from time to time by posting such amended versions of them on the Site. The Merchant acknowledges that it is its responsibility to check the Site on a regular basis to make and keep itself aware and notified of any changes made by us to the Conditions.

2.6. We reserve the right to revise or alter the Services at any time. Any variation in the Services will be subject to the Conditions.

 

3. Standards and Liability Limitation

3.1. Nothing in this Agreement shall exclude or limit our Liability for any liability which cannot be excluded or limited by applicable law (such as for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation or any other non-excludable statutory rights).

3.2. We warrant that we will exercise reasonable care and diligence in performing any obligation under this Agreement.

3.3. What you can and cannot take legal action against us for: You may take action against us for a breach of contract only but for nothing else.

3.4. Categories of loss that we are not responsible for: To the fullest extent permitted by law we shall have no Liability for:

3.4.1. loss of goodwill;
3.4.2. loss of reputation;
3.4.3. loss of contracts;
3.4.4. loss of business;
3.4.5. loss of revenue;
3.4.6. loss of opportunity;
3.4.7. loss of anticipated savings;
3.4.8. loss of actual or anticipated profits;
3.4.9. loss of the use of money;
3.4.10. indirect or consequential or special loss; and
3.4.11. loss of, damage to or corruption of data or use.

3.5. Please note that we interpret “consequential loss” to mean “consequential losses whether those losses are foreseeable, known, foreseen or otherwise”.

3.6. Limits of Liability: Our total Liability to you or any third party shall in no circumstances exceed, in aggregate, a sum equal to £30.

 

4. Your Obligations

4.1. Accurate information: You warrant to us that all gateway access information in relation to your account during the course of this Agreement is complete and accurate and that you will promptly inform us of any changes to such information by updating the details in your account via login.

4.2. Verification of Correct Operation: It is your responsibility to verify that your gateway is operating correctly after we have notified you of our having concluded your gateway integration.

4.3. The Merchant shall comply with reasonable instructions from VoucherCart concerning its Gateway Integration and any assistance required to complete the aforementioned integration.

4.4. The Merchant undertakes and agrees that the payment gateway for which the gateway access is provided and to which this gateway integration relates will not:

4.4.1. be in breach of copyright, confidence, privacy or any other rights and will not infringe any third party’s IPR, or other proprietary rights or rights of publicity or privacy;

4.4.2. be fraudulent or involve the sale of counterfeit or stolen items;

4.4.3. be in breach of any applicable laws or regulations (including, but not limited to, laws or regulations governing e-commerce, distance selling, data protection, export control, tax, consumer protection, advertising and requirements of Trading Standards);

4.4.4. be in breach of the Policies;

4.4.5. adversely affect the reputation of VoucherCart or the VoucherCart brand;

4.4.6. create, or be likely to create, liability for VoucherCart or cause VoucherCart to lose (in whole or in part) the services of its internet service or other suppliers;

4.5. The Merchant shall comply at all times with all applicable laws, regulations and Trading Standards requirements in respect of the terms of the payment gateway to which this integration relates.

4.6. The Merchant shall indemnify and hold harmless VoucherCart against any and all liabilities, costs, expenses, fines, damages and losses (including any direct, indirect or consequential losses) it incurs in connection with any claim made due to the Merchant’s breach of the terms of these Conditions or paid or agreed to be paid by VoucherCart in settlement of the claim and all legal or other expenses incurred by VoucherCart in or about the defence or settlement of the claim. VoucherCart shall notify the Merchant in writing as soon as practicable after becoming aware of the claim.

4.7. The Merchant shall indemnify and hold harmless VoucherCart against any and all liabilities, costs, expenses, fines, damages and losses (including any direct, indirect or consequential losses) it incurs in connection with any works carried out by VoucherCart under this agreement and/or in relation to gateway integration works.

4.8. The Merchant shall maintain at all times, at its own expense and with reputable insurers appropriate insurance in relation to its business. The Merchant shall, upon written request from VoucherCart, provide VoucherCart with any information it reasonably requires concerning the scope of such insurance together with any relevant certificates of currency.

 

5. Payment Gateway Integration and Services Usage Rules

5.1. We provide no representations or warranty that the VoucherCart Account, Payment Gateway Services, or the Integration between these services are free from errors, viruses, malicious code or any other element or data which may have a harmful effect on any technology.

5.2. The Merchant accepts that whilst VoucherCart Ltd will use best endeavors to ensure that gateway integration is completed and free from error, no guarantee is made in relation to this.

5.3. The Merchant acknowledges that the transmission of information via the internet is not completely secure, there is always a risk that communications by electronic means may not reach their intended destination, or may do so much later than intended, for reasons outside our control, and that it is technically impossible to provide the Services entirely free of fault at all times.

5.4. Access restriction: Your access to the Site and/or the Services may occasionally be restricted due to technical issues or to allow for repairs, maintenance or the introduction of new site functions or services. We will attempt to restore access as soon as is reasonably practicable.

5.5. The Merchant will agree to edit or remove all access permissions of VoucherCart Ltd to the Payment gateway within 24hrs of having received notification from VoucherCart Ltd that Integration works have been completed.

 

6. Accounts and Registration

6.1. Password Usage: At time of gateway access provision, you agree to create an administrative access account for use by VoucherCart to obtain access to your payment gateway and complete all gateway integration works.

6.2. You are responsible for the security and proper use of all passwords, or other security devices used in connection with the provision of the Services and access to the gateway (which responsibility shall include the obligation to change passwords on a regular basis);

6.3. You shall take all necessary steps to ensure that passwords and other security devices remain confidential, secure, are used properly and not disclosed to unauthorised third parties;

6.4. You shall inform us immediately if there is any reason to believe that a password or any other security device has or is likely to become known to someone not authorised to use it, or is being or is likely to be used in an unauthorised way;

6.5. You shall ensure that your VoucherCart Accout and its content remains entirely confidential, and that no other person beside those in the Merchant’s employment has sight of the VoucherCart Account or any of its content.

6.6. VoucherCart reserves the right:

6.6.1. to suspend access to it’s Services in part or in full if at any time VoucherCart considers that there is or is likely to be a breach of security, in which event VoucherCart will notify the Merchant of the suspension and any steps to be taken by it as soon as reasonably practicable; and

6.6.2. to require the Merchant to change any or all of the passwords used by the Merchant in connection with the VoucherCart Account, in which event VoucherCart will notify the Merchant of the requirement to change passwords and any further steps to be taken by the Merchant as soon as reasonably practicable.

6.7. We reserve the right to close or suspend your user accounts for any reason at our discretion or in the event of breach of or non-compliance with our terms of use.

6.8. We shall fully co-operate with any law enforcement and other authorities in relation to disclosure of the identity or location of anyone in breach of this Agreement.

6.9. 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 account termination.

 

7. General

7.1. Time
Unless stated otherwise, time is not of the essence of any date or period specified in these Terms.

7.2. No set-off
All payments by the Merchant will be made without set-off or counterclaim, free and clear of and without deduction for any tax, levy, duty, charge, or withholdings of any kind now or in the future, imposed in any jurisdiction unless a party is compelled by law to deduct or withhold any such amounts, in which case it will pay to the other such additional amount as will ensure that the other is paid the full amount it would have received but for such deduction or withholding.

7.3. Relationship
The parties are independent businesses and not principal and agent, partners, or employer and employee.

7.4. Severability
If any part of these Terms is found by a court, tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the Terms and the remaining provisions of the Terms will otherwise remain in full force.

7.5. Notices
Notices under the Agreement will be in writing and sent to the persons and addresses set out on the Site or in the Registration account. They may be given, and will be deemed received:

7.5.1 by first-class post: two Business Days after posting;
7.5.2 by airmail: seven Business Days after posting;
7.5.3 by hand: on delivery;
7.5.4 by facsimile: on receipt of a successful transmission report from the correct number, and
7.5.5 by e-mail: on receipt of a delivery or read receipt mail from the correct address.

7.6. Waiver
No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

7.7. Rights of Third Parties
Save as provided at law, the Agreement is not enforceable by any third party.

7.8. Entire Agreement
The Agreement constitutes the entire agreement between the parties in relation to its subject matter. No other terms apply.

7.9. Succession
The Agreement will bind and benefit each party between tors and assignees.

7.10. Governing Law and Jurisdiction

7.10.1. The Agreement will be governed by the law of Scotland.
7.10.2. Disputes will be submitted to the non-exclusive jurisdiction of the courts of Scotland.