These terms (the “Terms”) set out the terms and conditions of your participation in the Adzooma Cashback Program. This is a binding legal agreement between you (the “Customer” or “You” or “Your” as the context may require) and Clicktech Solutions Limited a company incorporated in England and Wales with company number 09899629and whose registered office is at Leytonstone House 3 Hanbury Drive, Leytonstone, London, United Kingdom, E11 1GA (“Adzooma”, “We”, “Our” or “Us” as the context may require).
To become a Customer and take part in the Cashback Program, You must first complete an application and be accepted inline with the criteria set out in section 2.
You will earn 0.25% of the spend that meets the criteria set out in this clause 2 (a “Cashback”). The relevant percentage will be set out in the Commercial Terms. The Cashback shall only be payable if each of the following conditions are met:
“Cashback” in these Terms is the amount payable by Adzooma for qualifying spend. We may amend the definition of “Cashback” if necessary to align the definition with our accounting standards. We will provide You with written notice of any change to the definition of Cashback under these Terms. In this case, We reserve the right to make adjustments to the future payments owed to You and set off the overpaid amounts against other amounts payable We owe/will owe You.
- Customer has (i) signed up for a Freelancer Professional, Corporate Grow, Corporate Scale, or Corporate Enterprise Revolut Business plan, (ii) successfully completed and passed Revolut’s onboarding requirements, (iii) topped up your Revolut account;
- You have never been a Revolut Business customer before;
- You have not already been referred by anyone else;
- You have (i) paid your monthly fee for the respective upgraded fee-paying plan and (ii) has completed at least one transaction (top-up, transfer, ATM withdrawal, or currency exchange operation) per month;
- You have not breached any of Revolut’s terms and conditions;
- You have not breached any of the requirements set out in these Terms.
- Tracking of Customer and Calculation of Cashback.
Revolut us their own and third party data platforms to track Your spend and Adzooma will calculate any Cashback payable under these Terms. We will provide You with the quarterly statements summarising Your Cashback not later than 30 days after the end of the respective quarter. You agree that Our record of Cashback shall be deemed accurate, unless proven otherwise. While We use reasonable endeavors to ensure comprehensive tracking, in rare cases it may may be tracked inaccurately. If You believe Your spend has been tracked inaccurately, You must notify us within one month of receiving the respective quarterly statement and present evidence proving that the record of advertising spend is inaccurate. We will examine Your claim within thirty (30) business days, and if we accept your claim is justified, the respective Cashback will be paid to you together with the next payment to be made to You in accordance with the section 4 section. We have no obligation to pay you any Cashback in respect of spend that you claim is inaccurate if you fail to notify Us and present evidence within one month of receiving the respective quarterly statement. You agree that Our calculation of the Cashback payable to You under these Terms (as a percentage of the spend) is final and that we have no obligation to provide you with any evidence as to how we have calculated the Cashback.
- Payment of Cashback.
Adzooma will pay approved eligible Cashback 20 days after the day they are invoiced. We will use the Revolut interbank exchange rate for exchange required.
- Your obligations.
You must comply with:
- (a) these Terms;
- (c) all applicable laws, codes, regulations, rules, prevailing codes of practices, procedures, advertising standards; and
- d) any industry guidance issued by government agencies, self-regulatory bodies, advertising standard authorities and trade associations covering anti-money laundering, ‘know your customers’ requirements, consumer protection, data protection, deposit taking, e-money, payment services and advertising or promotional activity,
- Term and termination.
This agreement begins on the date it is accepted (via click-and-accept) between You and Revolut and will continue until terminated as set out in these Terms.
- (a) Termination for convenience. Either party may terminate these Terms for convenience on one (1) business day’s written notice to the other party. (i) If We terminate these Terms for convenience We shall continue to pay You a Cashback for any spend that You made prior to the date of termination that continues to meet the criteria set out in Clause 3 of these Terms but shall have no obligation to pay you Cashback for any spend made after the date of termination. (ii) If You terminate these Terms for convenience we shall have no obligation to pay you Cashback for any spend made under these Terms, whether such spend was paid before or after the date of termination.
- (b) Termination for breach. We may terminate these Terms immediately upon notice if You breach any of these Terms or any requirements of applicable laws. If we terminate these Terms for breach we shall have no obligation to pay you Cashback for any spend made under these Terms, whether such spend was made before or after the date of termination. This Clause and Clauses 11 (Confidentiality), 14 (Liability) and the Standards of Conduct will survive termination of these Terms.
- Independent contractors.
The relationship between the parties shall at all times be that of independent contractors. No employment, partnership or joint venture relationship is formed by these Terms. You have no authority to legally bind Us to any contract, understanding, act or deed in relation to Cashback or anyone else and You have not been appointed as, and are not, Our agent for any purpose. Unless We agree in writing, You must not make any representation or warranty, either expressed or implied, concerning Us, Our Services, or Revolut (being the business of providing app-based banking alternatives), conditions of sales, terms of delivery or payment and prices. You agree that these Terms are non-exclusive and do not restrict Us from entering into similar or different agreements with third parties. We make no representation that these Terms are similar to or the same as the terms of any other agreements We have entered or may enter into with any third party.
- Geographic limit.
These Terms do not apply and there is no agreement in place between You and Us in relation to countries or regions where Revolut do not provide their Services.
Any information provided to You by Us in connection with (and including) these Terms is Confidential Information. Any Confidential Information remains Our exclusive property during and after the Term. You may not use Confidential Information except for purposes of complying with these Terms. You may not share Confidential Information to anyone without Our prior written consent. Confidential Information excludes information that (a) was, is or becomes publicly available or available to You on a non-confidential basis (in each case, other than as a result of a breach of these Terms or any other obligation of confidentiality) or (b) was available to You on a non-confidential basis before disclosure by Us.
- Intellectual Property.
You agree that We retain ownership rights in all intellectual property rights (including but not limited to patents, trade secrets, trade marks, service marks, logos, trade names, copyright (including rights in computer software and databases), moral rights, design rights, business names, domain names, know how, database rights, source codes, specifications, business methods, semiconductor rights and topography rights) (“Intellectual Property Rights”), whether registered or unregistered and all rights or forms of protection of a similar nature existing anywhere in the world. You grant to Us a non-exclusive, royalty-free license for the Term to use Your logos, brand names and trademarks for the performance of Our obligations under these Terms. We grant to You a non-exclusive, royalty-free revocable license for the Term to use Our logos, brand names and trademarks for the performance of Your obligations under these Terms. Each party warrants to the other that it owns, or is licensed to use, all of the Intellectual Property Rights it requires to perform its obligations under these Terms.
- Force Majeure.
Neither party will be in breach of these Terms for delay in performing or failure to perform its obligations under these Terms if that delay or failure results from an event, cause or circumstance that is reasonably unforeseeable and beyond its reasonable control, including acts of God, labour disputes or other industrial disturbances, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, but not including interruptions to internet, other communications or utilities (“Force Majeure”). The delayed or failing party will promptly notify the other party in writing of the reasons for the delay or failure and likely duration thereof. If the Force Majeure lasts for 30 continuous days, then either party may terminate these Terms immediately on written notice to the other party.
We shall be liable to You for any and all reasonably foreseeable and legally enforceable losses, liabilities, costs (including legal costs and VAT), charges, expenses, actions, procedures, claims, demands and damages (including the amount of damages awarded by a court of competent jurisdiction) and any third party claims which result in direct loss suffered and/or incurred by the You directly arising out of or in connection with our breach of These Terms. You shall take all reasonable steps to mitigate the effects of any loss, damage, injury, claims, demands, costs, liability, proceedings and expenses which may give rise to a claim by it under these Terms, and shall give Us notice as soon as possible, but no later than 5 business days as soon as You become aware of any matter or event which could lead to an amount becoming due under these Terms. We will not be liable for any loss of profits, loss of business, dilution of goodwill, loss or corruption of data, or for any other special, indirect or consequential loss, damages, or other costs. Our maximum aggregate liability under these Terms is limited to the amount of Cashback paid or payable to You during the last 12 months of the Term. You will fully indemnify Us against any claims, expenses, costs or losses arising from or in connection with (i) your acts, omissions, defaults, or other violation of these Terms, (ii) any third party claim that Your logos, brand names, name, social media platform/s and trademarks or the use, reproduction or exploitation of the same (if in accordance with these Terms) infringes a third party’s Intellectual Property Rights and (iii) misuse by You of Our Intellectual Property Rights. Nothing in these Terms excludes any liability which cannot lawfully be excluded or limited.
Any notice given under this agreement must be in writing and (i) sent to You at Your email provided to Us or (ii) sent to Adzooma by email at Cashback@adzooma.com.
We may vary these Terms at any time by giving five (5) business days’ written notice to You. If You do not agree to the variation, then You may terminate these Terms by giving us a written notice (expressly stating that the reason for termination is that You disagree with the variation). In this case we shall continue to pay You a Cashback in accordance with Clause 6 (a) (i), as if we have terminated these Terms for convenience. You may not vary these Terms without Our prior written consent
These Terms represent the entire agreement between You and Adzooma and supersedes any previous related discussions or agreements. You may not assign these Terms or assign or subcontract any of your obligations to anyone else without Our prior written consent. We may assign our rights or obligations under these Terms at any time. You agree that a delay in exercising, or a failure to exercise, any rights in these Terms does not operate as a waiver of those rights. These Terms are between You and Us and no other person will have any rights to enforce these Terms. If any provision of these Terms is invalid, illegal or unenforceable, then that provision will be severed, and the remainder of the provisions will continue in full force and effect. If any disputes arise from these Terms, You and Adzooma will attempt to resolve them by negotiation between senior management for at least ten (10) business days before either of us can begin legal proceedings. These Terms are governed by English law and You agree to that jurisdiction exclusively to settle disputes.To facilitate paying your cashback reward, Revolut will share limited information and personal data about you with Adzooma. This will be limited to: your business' name; the email address you used to register with Revolut Business; the country your business is established; the total spend with Adzooma from your Revolut Business cards; and your Revolut bank account details.
To facilitate paying your cashback reward, Revolut will share limited information and personal data about you with Adzooma. This will be limited to: your business' name; the email address you used to register with Revolut Business; the country your business is established; the total spend with Adzooma from your Revolut Business cards; and your Revolut bank account details.