Terms and Conditions for Participation as a Points Provider
These terms and conditions (“Terms”) apply to all organisations (hereinafter referred to as “You”) that wish to participate as points providers (“Points Providers”) in the national rewards scheme for all young people aged 12 to 26 (the “Rewards Scheme”) administered by Young Scot (a Scottish registered charity (SC029757) and a company limited by guarantee with its registered office at Caledonian Exchange, 19A Canning Street, Edinburgh, EH3 8EG (hereinafter referred to as “We” or “Us”).
1 Definitions
The following words shall have the following meanings:
1.1 “Data Processor” has the meaning given to it in the DPA;
1.2 “Data Protection Legislation” means the Data Protection Act 1998 (“DPA”), the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000, the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner;
1.3 “Intellectual Property Rights” or “IPRs” means the following types of property and/or rights: (i) patents; (ii) registered trade marks; (iii) registered design rights; (iv) applications for, and rights to apply for the property/rights listed in items (i) to (iii) (inclusive) above; (v) copyrights; (vi) database rights; (vii) unregistered design rights; (viii) any rights of action in relation to confidential information; (ix) any rights of action in relation to trade names, trading styles, product packaging and/or domain names; and (x) any other industrial or intellectual property right; and
1.4 “Personal Data” has the meaning given to it in the DPA.
2 Services
2.1 All activities must be approved by Us before points (“Points”) can be provided as part of the Rewards Scheme. You must provide Points for the activities that You provide which have been approved by Us as part of the Rewards Scheme.
2.2 In exchange for young people participating in activities or opportunities offered by You from time to time (“Rewards Scheme Activities”), young people will be able to collect Points.
2.3 You shall act as a Points Provider and perform Your obligations under these Terms promptly, in good faith and to the best of Your ability, and You shall comply with Our reasonable directions.
3 Payment
To be clear, We shall give You no payment for acting as a Points Provider and/or performing Your obligations under these Terms.
4 Credit and Points
4.1 We shall use all reasonable endeavours to procure that where, and to the extent that, You offer Rewards Scheme Activities and provide Points to participants in the Rewards Scheme, You may, at Young Scot’s discretion, receive acknowledgement on the Rewards Scheme’s portal, accessible at Our website.
4.2 The number of Points which We allocate to each Rewards Scheme Activity offered by You is subject to change, and is at Our absolute discretion.
5 Warranty
5.1 You warrant that You are under no restriction that would prevent You from performing Your obligations under these Terms.
5.2 You indemnify Us against any loss (including legal fees) that We may suffer resulting from the breach of any representation contained in these Terms.
6 Data protection
6.1 You shall comply with any notification requirements under the DPA and both parties shall duly observe all their obligations under the DPA which arise in connection with these Terms.
6.2 Notwithstanding the general obligation in clause 6.1, where You are processing Personal Data as a Data Processor for Us, You shall ensure that You have in place appropriate technical and contractual measures to ensure the security of the Personal Data (and to guard against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to, the Personal Data), as required under the Seventh Data Protection Principle in Schedule 1 to the DPA; and
6.2.1 provide Us with such information as We may reasonably require to satisfy ourselves that You are complying with Your obligations under the DPA;
6.2.2 promptly notify Us of any breach of the security measures required to be put in place pursuant to this clause 6.2; and
6.2.3 ensure that You do not knowingly or negligently do or omit to do anything which places Us in breach of Our obligations under the DPA.
7 Confidentiality
You shall not disclose without Our prior written consent any confidential information You may receive as a result of Your participation in the Rewards Scheme as a Points Provider hereunder save as required in legal proceedings or to Your professional advisers. A disclosure by Your professional advisers shall be deemed to be a disclosure by You.
8 Employees
8.1 On Our reasonable request, You shall provide a list of the names and addresses of Your employees who shall be involved in offering the Rewards Scheme Activities.
8.2 You shall ensure that You and Your employees comply with the Protecting Vulnerable Groups Scheme, and all applicable health and safety regulations, and any other checks specified by Us, acting reasonably.
8.3 If We, acting reasonably, believe that offering of a Rewards Scheme Activity by one of Your employees would be likely to cause offence, put health and safety at risk, or be otherwise undesirable, then We may:
8.3.1 refuse such an employee’s participation in offering a Rewards Scheme Activity; and
8.3.2 request that You observe Our refusal and assign a suitable alternative employee to the offering of the Rewards Scheme Activity.
9 Third party rights
No person or organisation other than a party to these Terms shall have any rights to enforce any term of these Terms.
10 No partnership or agency
Nothing in these Terms is intended, or shall be deemed, to establish any partnership or joint venture between the parties, constitute either party the agent of the other party, nor authorise either party to make or enter into any commitments for or on behalf of the other party.
11 Intellectual Property Rights
11.1 We authorise You to use Our IPRs for the purposes only of performing Your obligations under these Terms.
11.2 You shall ensure that each reference to and use of any of Our IPRs by You is in a manner from time to time approved by Us and accompanied by an acknowledgement, in a form approved by Us, that the IPRs are owned by Us.
11.3 You shall not:
11.3.1 make any modifications to Our IPRs;
11.3.2 alter, remove or tamper with Our IPRs; or
11.3.3 use any of Our IPRs in any way which might prejudice their distinctiveness or validity or Our goodwill therein;
11.4 Except as provided in clause 11.1 You shall have no rights in respect of any of Our IPRs or the goodwill associated therewith, and You hereby acknowledge that, except as expressly provided in these Terms, You shall not acquire any rights in respect of any of Our IPRs and that all such rights and goodwill are, and shall remain, vested in Us.
12 Term and Termination
12.1 The initial term of the agreement set out in these Terms is one year from the latest date of signature by either party (“Initial Term”).
12.2 If either party wishes to extend these Terms beyond the Initial Term, it shall give the other party at least one month’s written notice of such intention before the expiry of the Initial Term.
12.3 If neither party wishes to extend these Terms beyond the Initial Term these Terms shall expire on the expiry of the Initial Term.
12.4 We may terminate these Terms with immediate effect by the service of written notice on You if You are in breach of any material obligation under these Terms provided that if the breach is capable of remedy, We may only terminate these Terms under this clause 12.4 if You have failed to remedy such breach within twenty eight days of receipt of notice from Us to do so.
12.5 On the expiry of these Terms, or if these Terms is terminated in whole or in part for any reason, You shall procure that all data and other material belonging to Us (and all media of any nature containing information and data belonging to Us), shall be delivered to Us forthwith and Your authorised representative shall certify full compliance with this clause.
12.6 The provisions of clause 5 (Warranty), clause 6 (Data Protection), and this clause 12 (Term and Termination) shall survive termination or expiry of these Terms.
13 Entire Agreement
13.1 We and You acknowledge that, in entering into these Terms, We and You have not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Terms.
13.2 These Terms represents the entire agreement between You and Us and supersedes all previous agreements between You and Us in respect of its subject matter.
13.3 Nothing in this clause 13 shall limit or exclude any liability for fraud.
14 Dispute resolution
Neither party shall bring any proceedings against the other in respect of these Terms unless the party intending to bring proceedings first makes a bona fide offer to participate immediately in a mediation conducted by a mutually agreed third party or a certified mediator and the other party declines the mediation. The costs of the mediator shall be borne by the party intending to bring proceedings but shall be subject to the mediation in any event. This clause shall not apply where one party requires immediate interdict to protect its interests hereunder.
15 Remedies
You shall not have the right to interdict or in any way restrain Our administration of the Rewards Scheme.
16 Governing law and jurisdiction
These Terms 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 Scotland. The parties irrevocably agree that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).
Terms and Conditions for Participation as a Rewards Provider
These terms and conditions (“Terms”) apply to all organisations (hereinafter referred to as “You”) that wish to participate as rewards providers (“Rewards Providers”) in the national rewards scheme for all young people aged 12 to 26 (the “Rewards Scheme”) administered by Young Scot (a Scottish registered charity (SC029757) and a company limited by guarantee with its registered office at Caledonian Exchange, 19A Canning Street, Edinburgh, EH3 8EG) (hereinafter referred to as “We” or “Us”).
1 Definitions
The following words shall have the following meanings:
1.1 “Data Processor” has the meaning given to it in the DPA;
1.2 “Data Protection Legislation” means the Data Protection Act 1998 (“DPA”), the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000, the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner;
1.3 “Intellectual Property Rights” or “IPRs” means the following types of property and/or rights: (i) patents; (ii) registered trade marks; (iii) registered design rights; (iv) applications for, and rights to apply for the property/rights listed in items (i) to (iii) (inclusive) above; (v) copyrights; (vi) database rights; (vii) unregistered design rights; (viii) any rights of action in relation to confidential information; (ix) any rights of action in relation to trade names, trading styles, product packaging and/or domain names; and (x) any other industrial or intellectual property right; and
1.4 “Personal Data” has the meaning given to it in the DPA.
2 Rewards
2.1 In exchange for young people participating in activities or opportunities offered by Us or Our “points providers”, young people will be able to collect points (“Points”). Young people will be able to claim rewards, provided by You (“Rewards”) or other Reward Providers, based on their points or activities which they have participated in.
2.2 All Rewards must be approved by Us before Rewards can be provided as part of the Rewards Scheme.
2.3 You shall act as a Rewards Provider and perform Your obligations under these Terms promptly, in good faith and to the best of Your ability, and You shall comply with Our reasonable directions.
3 Payment and tax
3.1 To be clear, We shall give You no payment for acting as a Rewards Provider and/or performing Your obligations under these Terms.
3.2 Any tax (including, but not limited to, value added tax) applicable to the supply of Rewards is Your responsibility.
3.3 Rewards shall neither take the form of physical cash, nor have a cash value.
4 Credit and Points
4.1 We shall use all reasonable endeavours to procure that where, and to the extent that, You offer Rewards to participants in the Rewards Scheme, You may, at Young Scot’s discretion, receive acknowledgement on the Rewards Scheme’s portal, accessible at Our website.
4.2 The allocation of each Reward offered by You to young people is at Our absolute discretion.
4.3 While We shall take reasonable steps to prevent young persons from receiving duplicate or multiple Rewards which they are not entitled to, it is Your responsibility to ensure that young persons do not receive duplicate or multiple Rewards which they are not entitled to.
5 Warranty
5.1 You warrant that You are under no restriction that would prevent You from performing Your obligations under these Terms.
5.2 You indemnify Us against any loss (including legal fees) that We may suffer resulting from the breach of any representation contained in these Terms.
6 Data protection
6.1 You shall comply with any notification requirements under the DPA and both parties shall duly observe all their obligations under the DPA which arise in connection with these Terms.
6.2 Notwithstanding the general obligation in clause 6.1, where You are processing Personal Data as a Data Processor for Us, You shall ensure that You have in place appropriate technical and contractual measures to ensure the security of the Personal Data (and to guard against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to, the Personal Data), as required under the Seventh Data Protection Principle in Schedule 1 to the DPA; and
6.2.1 provide Us with such information as We may reasonably require to satisfy ourselves that You are complying with Your obligations under the DPA;
6.2.2 promptly notify Us of any breach of the security measures required to be put in place pursuant to this clause 6.2; and
6.2.3 ensure that You do not knowingly or negligently do or omit to do anything which places Us in breach of Our obligations under the DPA.
7 Confidentiality
You shall not disclose without Our prior written consent any confidential information You may receive as a result of Your participation in the Rewards Scheme as a Rewards Provider hereunder save as required in legal proceedings or to Your professional advisers. A disclosure by Your professional advisers shall be deemed to be a disclosure by You.
8 Employees
8.1 If We, acting reasonably, believe that the provision of a Reward should involve compliance by You and Your employees with certain checks, then You and Your employees shall comply with such checks (including but not limited to compliance with the Protecting Vulnerable Groups Scheme, and applicable health and safety regulations, and any other checks specified by Us, acting reasonably).
8.2 If We, acting reasonably, believe that the provision of a Reward by one of Your employees would be likely to cause offence, put health and safety at risk, or be otherwise undesirable, then We may:
8.2.1 refuse such an employee’s participation in providing a Reward; and
8.2.2 request that You observe Our refusal and assign a suitable alternative employee to the provision of the Reward.
9 Third party rights
No person or organisation other than a party to these Terms shall have any rights to enforce any term of these Terms.
10 No partnership or agency
Nothing in these Terms is intended, or shall be deemed, to establish any partnership or joint venture between the parties, constitute either party the agent of the other party, nor authorise either party to make or enter into any commitments for or on behalf of the other party.
11 Intellectual Property Rights
11.1 We authorise You to use Our IPRs for the purposes only of performing Your obligations under these Terms.
11.2 You shall ensure that each reference to and use of any of Our IPRs by You is in a manner from time to time approved by Us and accompanied by an acknowledgement, in a form approved by Us, that the IPRs are owned by Us.
11.3 You shall not:
11.3.1 make any modifications to Our IPRs;
11.3.2 alter, remove or tamper with Our IPRs; or
11.3.3 use any of Our IPRs in any way which might prejudice their distinctiveness or validity or Our goodwill therein;
11.4 Except as provided in clause 11.1 You shall have no rights in respect of any of Our IPRs or the goodwill associated therewith, and You hereby acknowledge that, except as expressly provided in these Terms, You shall not acquire any rights in respect of any of Our IPRs and that all such rights and goodwill are, and shall remain, vested in Us.
12 Term and Termination
12.1 The initial term of the agreement set out in these Terms is either one year from the latest date of signature by either party, or, if You have agreed to grant a specific quantity of Rewards, upon exhaustion of that specific quantity (the “Initial Term”).
12.2 If either party wishes to extend these Terms beyond the Initial Term, it shall give the other party at least one month’s written notice of such intention before the expiry of the Initial Term, or where You have agreed to grant a specific quantity of Rewards, at least one month’s written notice before it is reasonable to estimate that the Initial Term shall expire.
12.3 If neither party wishes to extend these Terms beyond the Initial Term these Terms shall expire on the expiry of the Initial Term.
12.4 We may terminate these Terms with immediate effect by the service of written notice on You if You are in breach of any material obligation under these Terms provided that if the breach is capable of remedy, We may only terminate these Terms under this clause 12.4 if You have failed to remedy such breach within twenty eight days of receipt of notice from Us to do so.
12.5 On the expiry of these Terms, or if these Terms are terminated in whole or in part for any reason, You shall procure that all data and other material belonging to Us (and all media of any nature containing information and data belonging to Us), shall be delivered to Us forthwith and Your authorised representative shall certify full compliance with this clause.
12.6 The provisions of clause 5 (Warranty), clause 6 (Data Protection), and this clause 12 (Term and Termination) shall survive termination or expiry of these Terms.
13 Entire Agreement
13.1 Both parties acknowledge that, in entering into these Terms, neither party has relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Terms.
13.2 These Terms represent the entire agreement between both the parties and supersede all previous agreements between the parties in respect of their subject matter.
13.3 Nothing in this clause 13 shall limit or exclude any liability for fraud.
14 Dispute resolution
Neither party shall bring any proceedings against the other in respect of these Terms unless the party intending to bring proceedings first makes a bona fide offer to participate immediately in a mediation conducted by a mutually agreed third party or a certified mediator and the other party declines the mediation. The costs of the mediator shall be borne by the party intending to bring proceedings but shall be subject to the mediation in any event. This clause shall not apply where one party requires immediate interdict to protect its interests hereunder.
15 Remedies
You shall not have the right to interdict or in any way restrain Our administration of the Rewards Scheme.
16 Governing law and jurisdiction
These Terms 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 Scotland. The parties irrevocably agree that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).