PAYG clients T&Cs
Terms and Conditions
PLATFORM TERMS AND CONDITIONS
Last updated 7th November 2024
1. INFORMATION ABOUT US
1.1 Huggg Limited ("we", "us", "our") is a company registered in England and Wales with company number 09579886 with our registered office at 71 Queen Victoria Street, London, EC4V 4BE.
1.2 References to "Customer", "you" and "your" are to the business entity registering for an Account (defined below) with us.
1.3 These Platform Terms set out the terms on which you and your Permitted Users may make use of the Platform and any products, websites and applications which the Platform integrates or which you access in order to distribute and redeem Hugggs (as defined below) purchased on the Platform. These Platform Terms, together with the Order Form (if applicable), Website Terms of Use and Privacy Notice, shall hereafter be referred to as the "Agreement".
1.4 If there is any conflict or ambiguity between these Platform Terms and the Order Form (if applicable), then the Order Form shall have priority over the Platform Terms.
2. DEFINITIONS
2.1 In these Platform Terms:
2.1.1 "Account" means a private account that a Customer has created in order to use the Platform and Services;
2.1.2 "Account Owner" means a Permitted User authorised by the Administrator to invite new Permitted Users to use the Platform and Services via the Account and to lodge funds with us via the Account;
2.1.3 "Administrator" means an individual appointed by the Customer to have administrative control the Account, having authority to act on behalf of and to bind the Customer as detailed in this Agreement;
2.1.4 “Business Day” means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business;
2.1.5 "Customer Content" has the meaning given to it in clause 11.5;
2.1.6 "Hugggs" means coupons issued by us, usually in the form of a clickable link, which can be redeemed by a Recipient, enabling the Recipient to obtain a gift, voucher or otherwise tangibly valuable item directly from one of our partners;
2.1.7 “Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, trade marks, goodwill and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
2.1.8 "Order Confirmation" has the meaning given to it in clause 6.8;
2.1.9 "Order Form" means, if applicable, the form agreed between the parties setting out the details of the Services being contracted for by the Customer and governed by these Platform Terms;
2.1.10 “Permitted Users” means those employees, representatives or contractors of the Customer who are authorised by the Administrator or invited by an Inviter to use the Platform to manage and create, purchase, distribute and redeem Hugggs. For the avoidance of doubt, the Administrator and Inviters are all Permitted Users;
2.1.11 "Platform" means our website (www.huggg.me) accessed via the URL or any web browser and our software applications, for which the Customer has requested a licence and to which the Customer and its Permitted Users will be granted remote access pursuant to this Agreement;
2.1.12 "Privacy Notice" means our privacy notice available here: https://www.huggg.me/privacy-policy;
2.1.13 "Recipient(s)" shall have the meaning given in clause 7.2;
2.1.14 "Services" means our provision of the Platform to the Customer and any Hugggs we provide to Recipients via the Platform;
2.1.15 "Supplier Conditions" has the meaning given in clause 6.9; and
2.1.16 "Website Terms of Use" means our website terms of use available here: https://www.huggg.me/terms.
3. ACCOUNT OPENING AND ACCEPTANCE OF THE PLATFORM TERMS
3.1 You will need to create an Account to use and access the Platform and Services.
3.2 The Administrator will be responsible for, and you confirm that the Administrator is authorised on your behalf for:
3.2.1 providing and keeping up to date accurate, current and complete Account information; and
3.2.2 managing through the Account settings page access to the Account of, and allocating appropriate permissions to the different categories of, Permitted Users, including adding and/or removing Permitted Users and Inviters.
3.3 You must accept these Platform Terms in order to use or access our Platform and Services. You will be required to accept these Platform Terms when you create an Account. You agree that all purchases of Hugggs made through the Account are made subject to the terms of this Agreement. Each transaction to purchase Hugggs shall represent a separate contract with us.
3.4 If you do not accept these Platform Terms, neither you nor your Permitted Users may use or access our Platform and/or Services.
4. ACCESS TO THE PLATFORM
4.1 Subject to you complying with your obligations under this Agreement, we grant you a non-exclusive, non-transferrable, non-sublicensable licence to permit Permitted Users (according to the relevant permissions given to them by the Administrator) to access the Platform to manage and facilitate the creation, purchase, distribution and redemption of Hugggs.
4.2 You will have access to the Platform until you close your Account, or we close your Account in accordance with clause 16.
4.3 You are responsible for your Permitted Users' compliance with this Agreement, and are solely responsible for all activities that occur under your Account and for any access to or use of the Platform by you, Permitted Users or any person or entity using your or Permitted Users' passwords, whether or not such access or use has been authorised by you.
4.4 Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, you shall not and shall ensure that the Permitted Users do not, attempt to, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means, or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform (including its object code and source code).
4.5 You shall not and shall ensure that the Permitted Users do not attempt to: (a) access all or any part of the Platform in order to build a product or service which competes with the Platform; (b) make the Platform or any of the Services available to any third party except to Permitted Users; or (c) attempt to obtain, or assist any third party in obtaining, access to the Platform, other than as provided in this Agreement.
4.6 You must immediately notify us of any unauthorised use of your or your Permitted Users' passwords or the Account or any other breach of security.
4.7 We will not be liable for any loss or damage whatsoever resulting from the disclosure of your and/or Permitted Users' passwords contrary to this Agreement.
4.8 We reserve the right to suspend you and/or your Permitted Users' access to the Platform if:
4.8.1 at any time we know or suspect that you or your Permitted Users are in breach of this Agreement, including being in breach of any Supplier Conditions; or
4.8.2 suspension is necessary to carry out essential maintenance and/or upgrades to the Platform or for security reasons.
5. MAINTAINING YOUR ACCOUNT
5.1 You may lodge funds with us via the Platform, such funds to be held on account by us pending the redemption or expiry of Hugggs ordered via the Platform. These Platform Terms apply to all funds held in your Account.
5.2 The parties acknowledge and agree that any funds contained in the Account will be split into:
5.2.1 funds which have been allocated to cover the purchase of live Hugggs; and
5.2.2 funds which have not yet been allocated to pay for Hugggs or to cover live Hugggs.
5.3 In respect of clause 5.2.2, the parties acknowledge and agree that:
5.3.1 where you have added funds to your Account by topping up via card or bank transfer, such funds are your exclusive property and may be withdrawn by you at any time, subject to our right to retain such funds in accordance with clause 5.6;
5.3.2 where funds have been added to your Account as "free credit" by us, such funds can only be used to purchase Hugggs via the Platform; and
5.3.3 you are not entitled to any interest accrued on funds held in your Account as described in clause 5.2.
5.4 In the event you request to withdraw the funds contained in your Account, we shall process this promptly and in any event within 30 Business Days.
5.5 If your Account holds funds and remains inactive for a period of 12 months or more, we will make reasonable efforts to contact you (using the contact details on your Account) to find out if you would like to use your funds to purchase Hugggs, or if you would prefer to close your Account and receive a refund of such funds. We will attempt to contact you using the contact details you have provided three times over a period of 3 months. In the event that we receive no response from you following these attempts, we reserve the right to close your Account and donate any funds held within it to a charity of our choice. Please note it is your responsibility to ensure your contact details are up to date and accurate at all times.
6. ORDERING HUGGGS
Your attention is drawn to clause 6.8, which prohibits you from cancelling orders after delivery of Order Confirmation.
6.1 You acknowledge that prices of Hugggs may vary from time to time and that we cannot guarantee any specific availability or prices in advance. We may also not always be able to give you access to all of the items in our total Hugggs inventory.
6.2 Hugggs offered for sale as part of a “limited” or “special” offer are made subject to additional restrictions including, without limitation, per-client volume caps, restricted expiry-length setting and restricted rebranding/white-labelling options. These shall be communicated to you separately from time to time.
6.3 We reserve the right to impose restrictions and creative control in your use of Hugggs, including in respect of how our third party brand partners are to be displayed, distributed and described by you. Unless otherwise agreed, you are not permitted to re-sell Hugggs.
6.4 You must follow the instructions on the Platform to create and order Hugggs.
6.5 You will be asked to provide certain information to allow us to process your order. Please note that for certain Hugggs you will be required to complete a Know Your Customer ("KYC") verification process. We will not be able to process your order for such Hugggs until KYC approval has been obtained. We will provide you with the necessary information regarding the KYC process and any other compliance requirements at the time you place your order.
6.6 You will receive an order confirmation on screen acknowledging that we have received your order. Your order represents an offer to us to purchase Hugggs.
6.7 We may reject your order for any reason prior to our acceptance of it. We may also impose delays in this acceptance, pending further information being provided to allow us to make a decision as to whether we can confirm acceptance of an order.
6.8 We will confirm our acceptance of an order via your Account ("Order Confirmation") and an amount equivalent to the purchase price of your order will be deducted from your credit or debit card, or the available balance in your Account – as elected by you when placing your order. Please note, after the Order Confirmation has been issued, your order is deemed legally binding and you are not permitted to cancel the order and obtain a refund of the purchase price paid.
6.9 Our acceptance of an order is subject to any specific Supplier Conditions detailed on the Platform and may be subject to specific additional conditions (together "Supplier Conditions"). Such conditions shall be in writing.
6.10 The redemption of Hugggs is subject to the redemption terms and conditions applicable to the Hugggs you have ordered, which may vary from time to time ("Redemption Terms"). The Redemption Terms are specified in the product description on the Platform for the relevant Hugggs you are purchasing. You acknowledge that the Redemption Terms may contain expiry dates for redemption and certain exclusions for redemption.
7. DISTRIBUTING HUGGGS
7.1 Hugggs are delivered as links and it is your responsibility to distribute them to your chosen Recipients by whichever method is most appropriate.
7.2 Where available, you may also use the communications functionality within the Platform (including via bespoke connected services) (Message Features) to distribute Hugggs to your chosen recipients (each a "Recipient").
8. UNREDEEMED HUGGGS
8.1 If the Recipient fails to redeem its Huggg within the timeframe specified in the Order Confirmation, you acknowledge and accept that you are not entitled to a refund of amounts paid for such unredeemed Huggg.
9. PAYMENT
9.1 In order to purchase Hugggs, you may either:
9.1.1 pay using your credit or debit card. All payments by credit or debit card need to be authorised by the relevant card issuer; or
9.1.2 use the funds in your Account to cover the total purchase price of the Hugggs you wish to order.
9.2 You authorise us and our third party payment provider (Checkout.com, or such other payment provider as we may choose to engage from time to time) to take payments and/or charge your payment card for the relevant amounts by continuous payment authority. If your payment details change, your card provider may provide us with updated card details. We may use these new details for your future orders in order to help prevent any interruption to the service.
9.3 Upon topping up your Account or placing orders for Hugggs, a transaction may be sent to your bank to authorise or re-authorise it and prevent fraud. This transaction will either be for a zero value, or for a £1 payment which will be taken and then immediately voided. It is possible that your bank may temporarily register a £0 or £1 charge on your account balance. You agree not to hold us responsible for banking charges incurred due to payments on your Account.
10. DATA PROTECTION
10.1 We will use your and your Permitted Users' personal information only in accordance with our Privacy Notice. Our Privacy Notice describes how we handle the information you provide to us when you use our Platform.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 We are the owner or the licensee of all Intellectual Property Rights in the Platform (including the material published on it). Save for the limited licence to access the Platform in clause 4.1, no Intellectual Property Rights in or to the Platform (or any material on it) are granted to you.
11.2 To the extent that the Customer’s or any Permitted User’s use of the Platform results in any modifications, adaptations, developments, or any derivative works of or to the Platform or the Services (“Improvements”), any and all Intellectual Property Rights in and to such Improvements shall immediately vest in and be owned by us.
11.3 In the event the Customer or any Permitted User provides us with any suggestions, ideas, improvements or other feedback with respect to any aspect of the Platform or Services (“Feedback”), the Customer hereby assigns and shall cause all Permitted Users to assign to the us all right, title and interest in and to such Feedback, including all Intellectual Property Rights therein, and acknowledges that we shall own such Feedback.
11.4 Huggg is a trade mark belonging to or controlled by us and which may be registered in certain jurisdictions. All other trade marks used on the Platform are the property of their respective owners.
11.5 You retain ownership of any content you submit to the Platform or via connected services ("Customer Content").
11.6 You grant us a royalty-free, non-exclusive licence to use, copy, store, reproduce, make available, and display Customer Content, in whole or in part to the extent necessary to perform our obligations under this Agreement and to facilitate the distribution and/or redemption of Hugggs you have ordered.
11.7 You warrant and represent to us that you have all rights, licences, permissions, consents and other clearances required in respect of the Customer Content to grant us the licence in clause 11.6 and that use of the Customer Content in accordance with this Agreement will not infringe the rights (including the Intellectual Property Rights) of any third party.
12. INFORMATION AND AVAILIBILITY
12.1 While we take every care to ensure that the information on the Platform is accurate and complete, some of it is supplied to us by third parties and we are unable to check its accuracy or completeness. You are advised to verify the accuracy of any information before relying on it. Further, due to the inherent nature of the internet, errors interruptions and delays may occur in the service at any time. Accordingly, the Platform is provided "as is" without any warranties of any kind and we do not accept any liability arising from any inaccuracy or omission in the information or interruption in availability.
13. VARIATION
13.1 The parties agree that a variation of this Agreement can be made by us detailing such variation in a written notice to the Customer.
14. INDEMNITY
14.1 You agree to indemnify us and our affiliates and our respective directors, officers, employees and agents, as well as their licensors and suppliers, from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of:
14.1.1 any misrepresentation, act or omission made by you in connection with your or your Permitted Users' use of the Platform;
14.1.2 any non-compliance by you or your Permitted Users with this Agreement; and
14.1.3 claims brought by third parties arising from or related to your or your Permitted Users' access or use of the Platform including the Customer Content, Message Features and/or other information made available by you to the Platform.
15. LIABILITY
15.1 Subject to the other provisions of this clause 15, our total liability to you in contract, tort (including, negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with this Agreement shall be limited to £15,000.
15.2 We shall not be liable to you for:
15.2.1 any business interruption;
15.2.2 any loss of profits, sales, business or revenue;
15.2.3 loss or corruption of data, information or software;
15.2.4 loss of business opportunity;
15.2.5 loss of anticipated savings;
15.2.6 loss of goodwill; or
15.2.7 any indirect or consequential loss.
15.3 This Agreement does not in any way limit our liability:
15.3.1 for death or personal injury caused by our negligence;
15.3.2 for fraud or fraudulent misrepresentation; or
15.3.3 for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
15.4 We shall not be liable or responsible for any failure or delay in making the Platform available to you or any failure or delay in carrying out our obligations under this Agreement caused by an event outside our control.
16. TERMINATION
16.1 We can terminate your Account (and this Agreement) at any time by giving you not less than 14 days' notice.
16.2 Either party can terminate this Agreement with immediate effect on written notice to the other party:
16.2.1 if the other party has committed a material or persistent breach of this Agreement which is not capable of remedy, or that is capable of remedy and is not remedied within 14 days of a written notice to do so; or
16.2.2 if the other party goes into liquidation (whether compulsory or voluntary) otherwise than for the purposes of a bona fide amalgamation or reconstruction, or if an administrator or receiver or similar officer is appointed over the whole or any part of the other party's assets, or if the other party enters into any arrangement for the benefit of or compound with its creditors generally, or threatens to do any of these things, or any judgment is made against it, or any similar occurrence under any jurisdiction affects it; or it ceases or threatens to cease to carry on business.
16.3 In the event of termination of this Agreement:
16.3.1 we will, except where we have terminated this Agreement pursuant to clause 16.2, within 30 days following termination and providing all purchases have reached their expiry date, refund to you the funds that remain in your Account, unless, in accordance with clause 5.6, we are unable to contact you to arrange such refund;
16.3.2 we shall use reasonable endeavours to facilitate, in accordance with the applicable Redemption Terms, the redemption by Recipients of Hugggs which you have purchased prior to the date of termination, but which as at that date have not yet been redeemed, and in the event that is not possible, we shall refund you an amount equivalent to the amount you paid for such unredeemable Hugggs; and
16.3.3 all licenses granted under this Agreement shall immediately terminate and all provisions of this Agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
17. GENERAL
17.1 You agree that we may publicise, using your Customer name and logo, in our marketing materials and on our website that you are a customer of Huggg.
17.2 Any notice given under this Agreement will be in writing and served by hand, prepaid recorded or special delivery or prepaid international recorded airmail or email to the relevant party, in the case of us, to the address set out in clause 1.1 and email address set out in clause 19.1, and in the case of Customer to the contact details it provides on setting up its Account, or, in each case to such other address as the relevant party may designate to the other for such purpose in writing from time to time. Any such notice will be deemed served at the time of delivery (provided that, in the case of notice by email, no automated delivery failure notice is received by the sender).
17.3 We may at any time assign or transfer any or all of our rights and obligations under this Agreement without your consent. You may only transfer you rights and obligations under this Agreement with our consent.
17.4 Each clause of this Agreement operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining clauses will remain in full force and effect.
17.5 The parties do not intend that any term of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.
17.6 No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver of that right, power or privilege and no single or partial exercise by any party of any right, power or privilege shall preclude any further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
17.7 This Agreement, together with any documents referred to in it, comprises the entire agreement between you and us relating to its subject matter. This Agreement supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter and to the extent permitted by law excludes any warranty, condition or other undertaking implied by statute, at law or by custom.
17.8 In the event of any conflict or inconsistency between the terms and conditions set forth in these Platform Terms and any special terms specified in the Customer's Order Form, the special terms shall prevail and control. The special terms on the Order Form shall be deemed to modify the Platform Terms solely with respect to the Order Form to which they pertain. All other terms and conditions in the Platform Terms shall remain in full force and effect.
18. JURISDICTION AND APPLICABLE LAW
18.1 This Agreement 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. The courts of England and Wales will have exclusive jurisdiction over any claim arising from or related to this Agreement.
19. CONTACT US
19.1 If you have any concerns about material which appears on the Platform, please contact us by email at business@huggg.me.
