TERMS FOR MEMBERS

BACKGROUND:

These Terms for Members, set out the terms under which users (“Members”) can receive gratuities or donations from Customers via the URocked Platform/App. Please read these Terms for Members carefully and ensure that you understand them before using our Platform/App. These Terms for Members, as well as any and all contracts are in the English language only.

1. Definitions and Interpretation

1.1. In these Terms for Members unless the context otherwise requires, the following expressions have the following meanings:

“Account” means an account required to access and/or use the Platform/App;

“Customer” means a user who is visiting our Platform/App;

“Content” means any and all text, images, audio, video, scripts, code, software, databases, and any other form of information capable of being stored on a computer that appears on, or forms part of, our Platform/App;

“Member” means a user who works in any industry that wishes to join our Platform/App;

“Platform” means the Platform used by our Members and you to make or receive gratuities or donations by you;

“we/us/our” means UR Payment Technologies Ltd, trading as URocked, a company registered in England and Wales under number 12913114, whose registered office address is at 12th Floor 60 Charles Street, Leicester, United Kingdom, LE1 1FB.

2. Access to, and use of, our App

2.1. Access to our Platform/App is free of charge.

2.2. It is your responsibility to make any and all arrangements necessary in order to access our Platform/App.

2.3. Access to our Platform/App is provided “as is” and on an “as available” basis. We may alter, suspend, or discontinue our Platform/App (or any part of it) at any time and without notice. Subject to the remainder of these Terms for Members, we will not be liable to you in any way if our Platform/App (or any part of it) is unavailable at any time and for any period.

2.4. The use of our Platform/App is also subject to our Terms for Customers. Please ensure that you have read them carefully and that you understand them.

3. Your Status, and your appointment of us as your Commercial Agent

3.1. You may only create an Account on our Platform/App if you are at least 16 years of age.

3.2. You confirm you have the legal right to work in the UK and hold a valid UK bank account registered in your name

3.3. You warrant that you work in a legitimate industry that has the potential to receive gratuity or are a registered charity in England and Wales.

3.4. You warrant that you remain personally liable for any taxes that may fall due from any amounts paid to you by us.

3.5. We need your authority to send gratuity payments to you. You appoint us as your non-exclusive commercial agent to collect gratuity on the terms set out in this Agreement. We act as commercial agent only for you (that is, we are not an agent of the Customer and/or any third parties involved in the process).

3.6. As your commercial agent, you give us authority to conclude transactions with Customers to collect gratuity on your behalf, which includes your authority to bind you contractually in respect of those transactions.

3.7. You agree that you will only have the legal right to demand from us (and we shall only be liable to you) if we collect gratuity on your behalf but fail to transfer them to you when they fall due (subject to deducting any fees/costs or commissions we are entitled to charge). We have no other responsibilities to you.

3.8. We act as your non-exclusive commercial agent, and you can still collect gratuity directly from Customers in addition to, or instead of, via us.

4. Our Obligations

4.1. We agree to:

4.1.1. Provide you with access to the Platform/App and allow you to create an Account.

4.1.2. Present different options to Customers as to the amount they wish to pay you in gratuity.

4.1.3. Collect and hold all money we receive for you on your behalf.

5. Our Platform/App

5.1. You hereby acknowledge and agree that:

5.1.1. You can only register one Account with us. If we identify that you have acted fraudulently or dishonestly in opening multiple/duplicate Accounts, we reserve the right to suspend or withhold any payments made into that Account.

5.1.2. We reserve the right to close any and all Accounts.

5.1.3. You must provide us with accurate information in relation to your Account. It is your responsibility to inform us of any changes to your personal details which may impact on the use of Your Account (e.g. a change of address or new bank details). If any of these details change, please notify us using the Platform/App or by emailing us.

5.1.4. We use a third party to verify your identity for your Account through facial recognition, government databases and ID documents. Details of which can be find in our privacy policy.

6. Receiving a Tip

6.1. In order to become a Member and be able to receive gratuity/donations from Customers, you must register an Account with us. There are no set-up charges for opening an account with us. You must ensure that any details you provide are accurate and kept up to date:

6.1.1. You will be asked to provide an email address, name, address, telephone number, photographic identification, DOB and to create a password.

6.1.2. You will need to provide your banking sort code and account number so distribution of your wallet balance can be made to you.

6.1.3. Your email address will become your username that you use to log into your account.

6.1.4. You can only register one Account with us. If we identify that you have acted fraudulently or dishonestly in opening multiple/duplicate Accounts we reserve the right to suspend of withhold any payments made into that Account.

6.2. The minimum amount you can receive is £1.00 and the maximum is £30.00. There is no charge for you to receive donations or gratuity. There is a 25p surcharge for every transaction made, which is charged to the Customer. For any payment over £1.00 there is an additional 5% of the gratuity value charged to them.

6.3. 10% of all charges we receive go to UK hunger and poverty relief charities.

6.4. Withdrawals are automatic every Friday with a 1-week arrears.

6.5. At our reasonable discretion, withdrawals may be held for approval before being processed. We reserve the right to cancel and remove any gratuity that has been made by a Customer fraudulently.

7. Usage of our App

7.1. You may only use our Platform/App in a manner that is lawful and that complies with the provisions of this clause 7. Specifically:

7.1.1. You must not use our Platform/App in any way, or for any purpose, that is unlawful or fraudulent.

7.1.2. You must not use our Platform/App to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind.

7.1.3. You must not use our Platform/App in any way, or for any purpose, that is intended to harm any person or persons in any way, and

7.1.4. The App is only intended for the purpose of leaving gratuity or making donations and no other payments will be authorised

7.2. When communicating in any way using our App, such as leaving reviews, you must not post, communicate information, or otherwise do anything that:

7.2.1. Is sexually explicit.

7.2.2. Is obscene, deliberately offensive, hateful, or otherwise defamatory.

7.2.3. Promotes violence.

7.2.4. Promotes, assists in, or constitutes any form of unlawful activity.

7.2.5. Discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age.

7.2.6. Is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person.

7.2.7. Is calculated or otherwise likely to deceive.

7.2.8. Is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to.

7.2.9. Misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive.

7.2.10. Implies any form of affiliation with us where none exists.

7.2.11. Infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trademarks and database rights) of any other party; or

7.2.12. Is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

7.3. We reserve the right to suspend or terminate your Account and/or your access to our Platform/App or any gratuity if you materially breach the provisions of this clause 7 or any of the other provisions of these Terms. Specifically, we may take one or more of the following actions:

7.3.1. Suspend, whether temporarily or permanently, your Account and/or your right to access our Platform/App.

7.3.2. Issue you with a written warning.

7.3.3. Take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach.

7.3.4. Take further legal action against you as appropriate.

7.3.5. Disclose such information to law enforcement authorities as required or as we deem reasonably necessary, and/or

7.3.6. Any other actions which we deem reasonably appropriate (and lawful).

8. Complaints

8.1. We always welcome feedback from our members and, while we always use all reasonable endeavours to ensure that your experience is a positive one, we nevertheless want to hear from you if you have any cause for complaint. Please make any complaint to us in writing to [email protected]

9. Termination

9.1. You may terminate at any time by emailing us and asking us to delete your account. When you ask us to do this, we will:

9.1.1. Suspend your Account and your ability to receive gratuity.

9.1.2. Pay you any outstanding balances due to you within 60 days of your request minus any sums you owe to us, and

9.2. We may terminate this Agreement by serving written notice to you,

9.2.1. Immediately if you breach this Agreement, or

9.2.2. Where we are no longer able to (or wish to) provide the service, in which case we shall endeavour to give you at least 7 days’ notice.

9.3. Termination of this Agreement will not affect any accrued rights (including our right to be paid or your right to receive gratuity) as at the date of termination.

10. Our Liability to You

10.1. We will be responsible for any foreseeable loss or damage that you may suffer as a result of our breach of these Terms for Members, or as a result of our negligence.

10.2. Subject to sub-Clause 10.1, to the fullest extent permissible by law, we will not be liable to you for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.

10.3. Nothing in these Terms for Members seeks to limit or exclude our liability for death or personal injury caused by our
negligence (including that of our employees, agents, or sub-contractors), or for fraud or fraudulent misrepresentation.

10.4. Nothing in these Terms for Members seeks to limit or exclude consumers’ legal rights. For more details of consumers’ legal rights, please refer to your local Citizens Advice Bureau or Trading Standards Office.

11. Data Protection

11.1. All personal information that we may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.

11.2. For complete details of our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to our Privacy Policy.

11.3. Customers will also have access to your personal information in the course of transactions (for example, your first name). Customers are, therefore, also considered data controllers under the GDPR and will be responsible for complying with their legal obligations and protecting your rights under the GDPR.

12. Other Important Terms

12.1. We may transfer (assign) our obligations and rights under these Terms for Members to a third party (this may happen, for example, if we sell our business). If this occurs, you will be informed by us in writing. Your rights under these Terms for Members will not be affected and our obligations under these Terms for Members will be transferred to the third party who will remain bound by them.

12.2. You may not transfer (assign) your obligations and rights under these Terms for Members without our express written permission.

12.3. If any of the provisions of these Terms for Members are found to be unlawful, invalid, or otherwise unenforceable by any court or other authority, that/those provision(s) shall be deemed severed from the remainder of these Terms for Members. The remainder of these Terms for Members shall be valid and enforceable.

12.4. No failure or delay by us in exercising any of our rights under these Terms for Members means that we have waived that right, and no waiver by us of a breach of any provision of these Terms for Members means that we will waive any subsequent breach of the same or any other provision.

12.5. We may revise these Terms for Members from time to time in response to changes in relevant laws and other regulatory requirements.

13. Law and Jurisdiction

13.1. These Terms and Conditions, and the relationship between you and us (whether contractual or otherwise) shall be governed by and construed in accordance with the law of England & Wales.

URMT_V.05102021