CityPal Vendor Agreement

Definitions:

In the following text, the names/words ‘CityPal’ & ‘CityPal.co.uk’ refer to CityPal LTD and its website: www.citypal.co.uk.

In the following text, the names/words ‘Vendor’ and ‘Vendors’ refer to – in the following agreement/rules – any company/business currently advertising on CityPal.co.uk or those that have done so previously.

In the following text, the phrases/words ‘offer’, ‘offers’, ‘deal’, ‘deals’, ‘CityPal deal’, ‘CityPal deals’, ‘CityPal offer’ or ‘CityPal offers’ refer to – in the following agreement/rules – as an advertisement shown on CityPal.co.uk or advertised elsewhere by CityPal on behalf of the vendor.

In the following text “user”, “customer”, “buyer” means a member of the public who purchased an offer/deal from the CityPal platform or directly from CityPal or who has been awarded/given a valid code from CityPal in the event of compensation or as a prize or reward.

Marketing Fees:

Vendors receive a share of 62% of the total sales revenue generated from their company offer/s advertised on the CityPal website/platform, not including any additional fees the customer pays i.e. CityPal ‘front-end’ service charge. A percentage of up to 38% of the vendor’s sales revenue will be retained by CityPal as a marketing fee (invoice provided for use as a business expense [if applicable]).

In the event of the offer becoming expired, the vendor will still receive their share of the sale unless they have agreed to make their offer refundable.

Vendors must agree that in the event of overpayment to repay any overpaid amount within 14 days of being notified by CityPal to prevent the debt from being passed onto a collection agency.

Vendor Tools & Information:

Vendors must keep vendor tools and information private including but not limited to; passwords, vendor area URLs, CityPal contact information, etc. – these private details must not be shared with anyone outside of their organisation.

Redeeming & Validating a Customer Order:

Vendors must award a customer’s CityPal order (as long as the vendor believes the order is are legitimate and have followed the verification steps with no issues) even if the offer is no longer live on CityPal.

Vendors are fully responsible for ensuring the authenticity of an order when a customer is redeeming a CityPal purchase. Vendors not following the full order verification process recommended by CityPal are doing so entirely at their own risk. CityPal offers no reimbursement to vendors for counterfeit/fake/false/invalid, reused or incorrect orders that have been granted to the customer.

Trading within Laws & Regulations:

Vendors are fully responsible for the offer/deal they provide and are expected to ensure the offer does not breach any industry or national regulations/rules – CityPal does not accept any responsibility or liability for vendors not following laws/regulations while using the CityPal platform.

Offer Rules/Terms & Conditions:

Vendors are fully responsible for enforcing their own terms & conditions, rules, restrictions and/or exclusions that have been added to the description of their offer.

Terminating and Refusing Advertising:

CityPal reserve the right to remove any offers from the platform without any given reason, at any time.

CityPal reserves the right to refuse any company/vendor from advertising on its platform without explanation.

Responsibility of Customers Safety & Age Restrictions:

The vendor accepts that safety and wellbeing is be their full responsibility and understands that CityPal is in no way responsible for ensuring customer safety or wellbeing. The vendor also accepts that whether a customer has purchased goods or services on the CityPal.co.uk website, or not, safety and wellbeing will always be the vendor’s full responsibility and CityPal is in no way responsible if an incident occurs that results in customer illness, injury or death. The vendor accepts full responsibility for ensuring that reliable age verification is carried out before providing any age-restricted products or services to a customer, this includes but is not limited to: age restrictions set by UK/International Law, regulatory restrictions, or any restrictions set by the vendor in their offer description. CityPal accepts no responsibility for age verification. The vendor accepts that it is their full responsibility to ensure customers are within with any height, weight or age restrictions that are set in or relate to: UK Laws, industry regulations, vendor’s own regulations and restrictions set for any reason.

Intellectual Property Rights:

Vendor grants to CityPal a non-exclusive, worldwide, royalty-free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: Vendor’s company/business names, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved to use by vendor and (b) any third party‚Äôs name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by Vendor, in each case in connection with the promotion, sale/resale (as may be applicable) or distribution of the Vendor’s offer in all media or formats now known or hereinafter developed.

Customer Disputes:

Vendor agrees and acknowledges that in the event of a customer contacting CityPal regarding a problem with the vendor’s offer or an issue while attempting to redeem (including but not limited to: an issue with the Vendor’s offer, a complaint about the service received from the vendor, being refused the ability to redeem an order of the vendor’s offer), CityPal will make the final decision when resolving a customer dispute after speaking with the vendor and the customer. The vendor also accepts and acknowledges that CityPal reserves the right to refund a customer order in some situations and deduct the vendor share of any refunded sale from the vendor earnings or future earnings if a dispute is resolved by refunding the customer.

Confidentiality:

The terms mentioned in this agreement and discussed with a CityPal representative are confidential, and the Vendor agrees not to disclose the terms described in this Agreement to any party (other than to its employees, parent companies, shareholders, lawyers and accountants on a strict need-to-know basis or as required by applicable public records and other law, if the Vendor has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such parties). In the event of a breach, CityPal is entitled to injunctive relief and a decree for specific performance, and any other relief allowed under applicable law (including monetary damages if appropriate).

Vendor Company/Business Closure:

In the event of a vendor business/company seizing trading/permanently closing the vendor agrees to notify CityPal (hello@citypal.co.uk) or their CityPal account manager at their earliest convenience. The vendor also agrees and acknowledges that upon notifying CityPal of a company closure, CityPal will (a) remove any vendor offers still active on the CityPal platform (b) cancel and refund customers of any purchases that have not been redeemed meaning the vendor will not receive any earnings from purchases that have not been redeemed before company closure.