Skip to content

Rewards Program

INTRODUCTION

RVVUP Ltd. ("RVVUP" or “We”) offers qualifying parties (“Referring Party” or “You”) the opportunity to participate in its referral program (the “Rewards Program”). The Rewards Program is administered by RVVUP Ltd, a company incorporated and registered in England and Wales with company number 12926115, whose registered office is at 7 Savoy Court, London, England, WC2R 0EX. 

This Agreement will become effective when you agree to be bound by it, including by accepting the terms of it through the Rewards Program digital sign-up process. RVVUP will permit you to participate in the Rewards Program when RVVUP notifies you that RVVUP is satisfied with the information you provide to us as part of our on-boarding checks.

By participating in the Rewards Program, you agree to use the Rewards Program in the manner specified in this Agreement. You may not participate in the Rewards Program where doing so would be prohibited by any applicable law or payment network rules. 

RVVUP may modify or amend the terms of this Agreement, including the basis on which Rewards are earned at any time. RVVUP will notify you of any such changes.

TERM AND TERMINATION

This Agreement begins on the Commencement Date (as set out in the Commercial Terms) and shall continue until terminated in accordance with its terms.

REFERRALS

RVVUP appoints you on a non-exclusive basis to identify Prospective Merchants in the Territory and to make Referrals of such persons to RVVUP on the terms of this Agreement.

Where a Prospective Merchant is Referred by you and the Prospective Merchant then introduces RVVUP to a third party who purchases the Platform from RVVUP, you shall not, by virtue of such initial Referral, be deemed to have Referred the third party to RVVUP. For the avoidance of doubt, no Rewards or other compensation shall be payable where RVVUP contracts with a third party in these circumstances.

YOUR OBLIGATIONS

In participating in the Rewards Program and making Referrals to RVVUP, you will:

  1. serve RVVUP faithfully and diligently and not allow its interests to conflict with its duties under this Agreement;
  2. use your best endeavours to make Referrals of Prospective Merchants;
  3. make Referrals in accordance with the procedures notified by RVVUP to you;
  4. if requested by RVVUP from time to time, report in writing to RVVUP on progress made with Prospective Merchants;
  5. comply with all reasonable and lawful instructions of RVVUP, including the RVVUP Policies;
  6. have no authority, and shall not hold yourself out, or permit any person to hold itself out, or otherwise create the impression that you are authorised to bind RVVUP in any way, and shall not do any act which might reasonably create the impression that you are so authorised;
  7. not make or enter into any contracts or commitments or incur any liability for or on behalf of RVVUP, and shall not negotiate any terms for the sale of the Platform with Prospective Merchants;
  8. disclose to each Prospective Merchant that you represent RVVUP and that you have no authority or ability to negotiate or vary the Platform or enter into any contract on behalf of RVVUP;
  9. not produce any marketing material for RVVUP’s Platform or use RVVUP’s name, logo or trade marks on any marketing material for the Platform in a manner or form that does not comply with the RVVUP Policies without the prior written consent of RVVUP;
  10. not, without RVVUP’s prior written consent, make or give any representations, warranties or other promises concerning the Platform which are not contained in RVVUP' s approved marketing material or the RVVUP Policies; and/or
  11. market the services and/or use RVVUP's branding in accordance with the RVVUP Policies.

REWARDS

You shall be entitled to the Rewards if a Prospective Merchant Referred by you enters into a Merchant Contract, as further set out in the Commercial Terms. The amount of any Rewards payable by RVVUP under this Agreement shall be deemed to be inclusive of any VAT or other taxes due.

RVVUP shall, within [30 days from the end of each calendar month], make available a report to you setting out, in respect of the previous month the Rewards payable to you (a "Rewards Statement") . You shall notify RVVUP within thirty (30) days of receipt of the Rewards Statement if you believe the Rewards set out in it are incorrect. If no such notice is received by RVVUP, the amount of the Rewards shall be deemed agreed by you.

You shall invoice RVVUP for the Rewards promptly following the date of the Rewards Statement. The Rewards shall be payable to you in the currency set out in the Commercial Terms. The due date for payment by RVVUP of such Rewards shall be forty-five (45) days from date of receipt of such invoice.

Notwithstanding the above, RVVUP will not be required to pay Rewards unless the amount of such Rewards due for payment meets the Minimum Threshold. If Rewards payable by RVVUP do not meet the Minimum Threshold, such Rewards will be payable by RVVUP in the next month where the Minimum Threshold is met or exceeded.

RVVUP shall be entitled to recover any Rewards paid to you in the following circumstances: (i) in RVVUP's reasonable opinion you have committed misconduct in making a Referral, including but not limited to, breaching the RVVUP Policies; (ii) the merchant cancels the Merchant Contract prior to expiry of any fixed term of that Merchant Contract except in circumstances where such cancellation is by reason of RVVUP’s breach of the Merchant Contract; and/or (iii) RVVUP terminates the Merchant Contract due to RVVUP's merchant eligibility criteria not being met.

Where RVVUP terminates this Agreement (other than for cause), the Rewards payable on an ongoing basis shall continue to be payable in respect of any Merchant Contract for a further period of six (6) months following the date of termination. Where you terminates this Agreement, no Rewards shall be payable in respect of any Merchant Contract following the date of termination. RVVUP may make a Rewards Program Portal available to you for the purpose of managing Rewards earned in accordance with this Agreement. When using the Rewards Program Portal, you shall: (i) notify RVVUP of the individuals you authorise to have access to the Rewards Program Portal ("Permitted Users"); (ii) keep the security credentials issued to Permitted Users secure and confidential and ensure they are not shared with anyone else; (iii) notify RVVUP immediately if it suspects or becomes aware that the security credentials have been compromised (and in such circumstances, RVVUP may need to disable the Permitted User access to the Rewards Program Portal and issue replacement security credentials); and (iv) ensure that the devices and methods used to access the Rewards Program Portal are secure.

OUR OBLIGATIONS

RVVUP shall:

  1. provide you with the information you reasonably require to perform your duties, including marketing information, details of the Platform, and information about RVVUP;
  2. inform you if RVVUP suspends or ceases to provide the Platform;
  3. not be responsible for any expenses incurred by you unless such expenses have been agreed by RVVUP in writing, in advance; and
  4. be under no obligation to: (i) follow up any Referral made by you; or (ii) enter into a Merchant Contract with any Prospective Merchant.

VAT AND TAXES

Unless stated otherwise in this Agreement, all sums payable under this Agreement: (a) are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question; (b) shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payer is required by law to deduct withholding tax from sums payable to the payee. If the payer is required by law to deduct withholding tax, then the payer and the payee shall cooperate in all respects and take all reasonable steps necessary to: (i) lawfully avoid making any such deductions; or (ii) enable the payee to obtain a tax credit in respect of the amount withheld.

If either party fails to make any payment due to the other under this Agreement by the due date for payment, then, without limiting that party’s remedies under the Termination section of these terms, the breaching party shall pay interest on the overdue amount at the rate of five percent (5%) per annum above 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 judgement. The breaching party shall pay the interest together with the overdue amount.

COMPLIANCE WITH LAWS AND POLICIES

Each party shall at its own expense comply with all laws and regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals. You shall comply with all RVVUP Policies, as may be updated from time to time.

ANTI-BRIBERY COMPLIANCE

You shall:

  1. comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption (“Relevant Requirements”), including but not limited to the Bribery Act 2010 (“BA 2010”);
  2. not engage in any activity, practice or conduct outside the UK which would constitute an offence under sections 1, 2 or 6 of the BA 2010 if such activity, practice or conduct had been carried out inside the UK;
  3. comply with RVVUP’s ethics and anti-bribery policies as set out in the RVVUP Policies;
  4. have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the BA 2010, to ensure compliance with the Relevant Requirements, the RVVUP Policies, and will enforce them where appropriate;
  5. promptly report to RVVUP any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of this Agreement;
  6. immediately notify RVVUP in writing if a foreign public official becomes an officer or employee of you or acquires a direct or indirect interest in you and you warrant that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this Agreement; and
  7. within three (3) months of the date of this Agreement, and annually thereafter, certify to RVVUP in writing signed by an officer of you, compliance with this section of the terms by you and all persons associated with it under this section of the terms. You shall provide such supporting evidence of compliance as RVVUP may reasonably request.

You shall ensure that any person associated with you who is performing services in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on you in this section of the terms (“Relevant Terms”). You shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to RVVUP for any breach by such persons of any of the Relevant Terms. 

For the purpose of this section of the terms, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purpose of this section of the terms, a person associated with you includes but is not limited to any agent, delegate or subcontractor of you.

INTELLECTUAL PROPERTY RIGHTS

Each party acknowledges that all Intellectual Property Rights in the Platform shall belong to RVVUP, and you shall have no rights in or to the Platform other than the right to use RVVUP’s trademarks in accordance with the terms of this Agreement and the RVVUP Policies.

DATA PROTECTION

Each party shall comply with the Data Protection Law and agrees that any material breach of the Data Protection Law shall, if not remedied within thirty (30) days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.. RVVUP shall treat the Personal Data in accordance with the RVVUP Privacy Policy.

The parties agree that, for the purposes of Data Protection Law, each party (to the extent it processes Personal Data) processes Personal Data as an independent controller in its own right. Nothing in this Agreement (or the arrangements contemplated by it) is intended to construe either party as the processor of the other party or as joint controllers with one another with respect to Personal Data.

Each party shall be responsible for dealing with and responding to data subject requests, enquiries or complaints (including any request by a data subject to exercise their rights under Data Protection Law) it receives, unless otherwise agreed between the parties.

Each party (the Disclosing Party) agrees that if it provides Personal Data to the other party (the Receiving Party), it shall ensure that it has provided all necessary information to, and obtained all necessary consents from, the data subjects of the Personal Data, in each case to enable the Disclosing Party to disclose the Personal Data to the Receiving Party and for the Receiving Party to use that Personal Data for the purposes of: (i) participating in the Rewards Program; and (ii) enabling RVVUP to negotiate a Merchant Contract with the Prospective Merchant, in each case in accordance with Data Protection Law. 

In relation to the Personal Data it receives from the Disclosing Party, each party shall process the Personal Data in a manner that ensures appropriate security of the Personal Data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using appropriate technical and organisational measures, to at least the standards required by Data Protection Law.

INDEMNITY

You shall defend, indemnify, and hold harmless RVVUP, RVVUP's affiliates, and their officers, directors, employees, principals (including partners, shareholders or holders of an ownership interest) and agents, from and against any claim and all losses, damages or expenses (including reasonable attorneys’ fees and court costs) if: (i) you breach Data Protection Law or your Data Protection obligations under this Agreement; or (ii) you fail to comply with the RVVUP Policies.

LIMITATION OF LIABILITY

Nothing in this Agreement shall limit or exclude the liability of either party for: (i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (ii) fraud or fraudulent misrepresentation or wilful default; or (iii) any matter in respect of which it would be unlawful to exclude or restrict liability.

Subject to the above, RVVUP shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (i) any loss of profit, sales, revenue, or business; (ii) loss of anticipated savings; (iii) loss of or damage to goodwill; (iv) loss of agreements or contracts; (v) loss of use or corruption of software, data or information; (vi) any loss arising out of the lawful termination of this Agreement or any decision not to renew its term, or (vii) any loss that is an indirect or secondary consequence of any act or omission of the party in question.

Subject to the above, the total liability of RVVUP to you in respect of all loss or damage arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed ten thousand pounds (£10,000) for the entire term of this Agreement.

TERMINATION

Either party may terminate this Agreement at any time by giving at least thirty (30) days' written notice to the other party.

Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

  1. the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than ten (10) days after being notified in writing to make such payment;
  2. the other party commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of ten (10) days of being notified in writing to do so;
  3. the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or
  4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986.

RVVUP may also terminate this Agreement with immediate effect by giving written notice to you where:

  1. RVVUP considers that:
    1. you have breached any of the RVVUP Policies;
    2. you have misrepresented or missold the Platform in any way;
    3. continuing with this Agreement would cause us reputational harm; or
  2. you undergo a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010).

CONSEQUENCES OF TERMINATION

Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

All rights and licences granted under this Agreement shall terminate on the date of termination of this Agreement.

On termination or expiry of this Agreement, RVVUP shall pay any outstanding Rewards owed to you in accordance with these terms and the Minimum Threshold shall not apply in respect of payment for such Rewards.

Subject to the above, RVVUP shall not pay Rewards to you where a third party is referred by you after expiry or termination of this Agreement.

NON-CIRCUMVENTION

For the term of this Agreement and a period of one (1) year after termination of it, you agree that you will not, other than with the express prior written approval of RVVUP, directly or indirectly within the Territory: (i) refer any Prospective Merchant of RVVUP or share the details of any Prospective Merchant of RVVUP to any third party who acts as a competitor of RVVUP; or (ii) induce, solicit, procure or otherwise encourage any third party to pursue a Prospective Merchant of RVVUP.

You shall procure that your officers, employees, agents, advisers and other representatives, and each member of your Group and their respective officers, employees, agents, advisers and other representatives, comply with this section of the terms as if they were each a party to this Agreement.

CONFIDENTIALITY

Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the Group to which the other party belongs, except as permitted below.

Each party may disclose the other party’s confidential information: (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this section of the terms; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

All documents and other records (in whatever form) in your possession containing confidential information supplied to or acquired by you from RVVUP shall be returned promptly to RVVUP on termination of this Agreement, and no copies shall be kept, whether digitally or otherwise.

MISCELLANEOUS

Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for seven (7) days the party not affected may terminate this Agreement by giving at least seven (7) days' written notice to the affected party.

This Agreement constitutes the entire agreement between the parties with respect to Referrals and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them with respect to Referrals, whether written or oral, relating to its subject matter. 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 Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

Except as stated otherwise in this Agreement, no amendment or variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

The Referring Party shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. RVVUP may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

The parties declare that they each have the right, power and authority and have taken all action necessary to execute and deliver and to exercise their rights and perform their obligations under this Agreement.

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deemed deleted under this section of the terms, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Except as expressly stated otherwise in this Agreement, any notice to be given under or in connection with this Agreement shall be in writing and addressed as provided below and shall be delivered by email, next day delivery service, first class post or, where RVVUP is giving notice, by posting it in the Rewards Program Portal.

In the case of RVVUP, the address and e-mail address for notices to be served under this Agreement are:

Contact: Legal Department

Address: 7 Savoy Court, London, WC2R 0EX

E-mail Address: legal@rvvup.com

You contact details such as address and e-mail address for the purposes of notices to be served under this Agreement, are those set out in the Commercial Terms or, if they are not set out in the Commercial Terms, then those contact details recorded in the Rewards Program Portal.

You may change your contact details for the purposes of notices to be served under this Agreement by updating such details through the Rewards Program Portal.

RVVUP may change its contact details for the purposes of notices to be served under this Agreement by notifying you.

Unless otherwise provided, a notice delivered by email or through the Rewards Program Portal shall be deemed received at the time of transmission and a notice sent by a next day delivery service or first class post shall be deemed received on the second Business Day after posting.

This section of the terms does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. No counterpart shall be effective until each party has delivered to the others at least one executed counterpart.

No party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this Agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other parties, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Notwithstanding the foregoing, RVVUP may at any time, without limiting its other rights or remedies, set off any amount owing to it by you against any amount payable by RVVUP to you.

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or inmconnection with this Agreement or its subject matter or formation.

Schedule 1 Definitions & Interpretation

In this Agreement, the following terms have the following meanings:

“Agreement”: means the Commercial Terms (or other ancillary documentation), together with these Rewards Program terms and conditions.

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

“Commercial Terms”: the RVVUP Ltd Rewards Program Onboarding Form agreed between RVVUP and you in respect of the Rewards Program, or, if no Onboarding Form is agreed, the commercial terms set out at https://rvvup.com/referral-rewards.

“Data Protection Law”: means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) (as it forms part of domestic law in the UK by virtue of Clause 3 of the European Union (Withdrawal) Act 2018) (UK GDPR); the Data Protection Act 2018; the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as may be amended, superseded or replaced from time to time, and in each case as may be amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019.

“Group”: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

“Intellectual Property Rights”: any patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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.

“Merchant Contract”: a contract for the sale of the Platform entered into between RVVUP and a Prospective Merchant who was Referred by you within 3 months of the date of the Referral.

"Minimum Threshold": in respect of Rewards payable in cash, £100.

"Personal Data": has the meaning given under the Data Protection Act 2018.

“Platform”: the RVVUP payments platform which is sold directly to Prospective Merchants by RVVUP under a Merchant Contract following a Referral.

“Prospective Merchant”: an entity to whom RVVUP has not at any time within the last 12 months before the date of the Referral either: (i) previously provided the Platform to; and/or been in negotiations to provide the Platform to.

“Referral”: the provision to RVVUP, in accordance with the referral procedure advised by RVVUP to you, of the contact details of an employee at a Prospective Merchant who knows one or more individuals at the Referring Party and is of sufficient seniority to authorise or recommend the purchase of the Platform from RVVUP. “Refer”, “Refers”, and “Referred” shall be interpreted accordingly.

“Rewards”: the amounts payable by RVVUP to you in respect of each Merchant Contract, as further set out in the Commercial Terms.

"Rewards Program Portal": the online portal made available by RVVUP to you through which you can access information and reporting about the Rewards Program and its Rewards.

“RVVUP Privacy Policy”: RVVUP’s privacy policy (as updated by RVVUP from time to time) which can be found here: https://www.rvvup.com/privacy.

"RVVUP Policies": means the policies RVVUP makes available to you from time to time.

“Territory”: the United Kingdom.

“VAT”: value added tax or any equivalent tax chargeable in the UK or elsewhere.