PARTICIPATION AGREEMENT FOR THE GIFTTREES INITIATIVE

1. Introduction  

1.1 Scope of This Agreement
These terms govern your participation in the GiftTrees initiative, which involves facilitating contributions toward tree planting.

1.2 Importance of These Terms
Please read these terms carefully before agreeing to participate. They outline our obligations, your obligations, and the operation of the initiative.

2. Definitions  

Promoter (you, your): Any third party (such as a restaurant, e-commerce business, or corporate participant) who registers with GiftTrees to promote the initiative. The Promoter is responsible for facilitating the collection of opt-out contributions from their customers’ bills and passing those contributions to GiftTrees.

Participant (you, your): Any third party who registers with us to participate in an initiative, including GiftTrees Restaurants, Sustainably Run Meetings, GiftTrees E-Commerce, GiftTrees Business Solutions, and Carbon Friendly Dining.

GiftTrees Commitment: The commitment by GiftTrees to fund the planting of a tree for every Financial Contribution made.

GiftTrees Tokens: Tokens provided to restaurants as rewards for their participation in the GiftTree Restaurants initiative.

Financial Contribution: The monetary contribution added to each customer’s bill, which the Promoter passes on to GiftTrees to fund tree planting, or any other monetary contribution passed to GiftTrees to fund tree planting.

3. Conditions of Participation  

3.1 Exclusive Application of These Terms
These conditions apply to the exclusion of any other terms you may propose.

3.2 Entire Agreement
This document constitutes the entire agreement between us regarding your participation.

4. Commencement of Participation  

4.1 Onboarding Process
After agreeing to these terms, we will commence onboarding you to the initiative.

4.2 Commencement Date
We will mutually agree on a specific commencement date for participation.

5. GiftTrees Responsibilities  

5.1 Obligations to Participants
We will provide materials, promote your involvement, and arrange the planting of trees.

5.2 Acknowledgment of Contributions
Upon receiving contributions, we will confirm and plant the corresponding number of trees.

5.3 GiftTrees Tokens
We will set out in a separate agreement with you the number of GiftTrees Tokens you will be awarded relative to the number of Financial Contributions you pass to us.

5.3.1 You can redeem your GiftTrees Tokens only if the following conditions are met:

(a) Your restaurant remains an active participant in the initiative, and your diners are still funding trees;

(b) Your account is current, with no outstanding arrears in passing on funds collected on behalf of diners to GiftTrees;

(c) You agree to continue participating in the GiftTrees initiative for an additional 12 months after redeeming your tokens.

6. Promoter Obligations  

6.1 General Obligations
As the Promoter, it is your responsibility to:
(a) Facilitate the collection of contributions: Add an opt-out Financial Contribution to each customer’s bill and in line with the contribution rate set by GiftTrees;
(b) Pass the contributions to GiftTrees: Pay the Financial Contributions collected from your customers to GiftTrees by the 10th day of the following calendar month, as outlined in clause 7.2;
(c) Actively promote the initiative and encourage maximum participation from customers;
(d) Comply with all our policies notified to you from time to time.

6.2 Obligations Specific to GiftTrees Restaurants and Carbon Friendly Dining Initiatives
If you are a Promoter in these initiatives:

(a) You facilitate the addition of the optional Financial Contribution to each diner’s bill;

(b) You must include the agreed-upon contribution wording on each customer’s bill, notifying them of the tree planting initiative and their ability to opt out;
(c) You are responsible for regularly reporting the number of bills issued and associated contributions collected to GiftTrees;
(d) Upon request, allow us to carry out an audit to verify the accuracy of your billing and collection process.

7. Financial Contributions & Payments  

7.1 Contribution Rates
As a Promoter, you shall pass to us the Financial Contributions you collect from your customers, being the contribution amount set by GiftTrees from time to time, which is communicated to you in writing at least 30 days before any change takes effect.

7.2 Payment Terms
You shall, by the 10th day of each calendar month, using the recurring direct debit payment scheme GoCardless or an alternative payment method agreed with us (such as BACS), pass the Financial Contributions collected during the previous calendar month to us in full with no deductions.

7.3 Late Payment and Default Interest
If any Financial Contributions are not paid by the due date:
(a) Grace Period: You will receive a written reminder, providing you with a grace period of 7 days to make the payment without incurring any penalty;
(b) Interest on Late Payments: If payment is not made within the grace period, we reserve the right to charge interest on the overdue amount at a rate of 4% per annum above the base rate of the Bank of England;
(c) Accrual of Interest: Interest shall accrue daily from the due date until the date of payment and be compounded monthly;
(d) Administrative Fee: A reasonable administrative fee of £50/€60/$70 may be charged for processing late payments.

7.4 Suspension of Participation
If you fail to pay any amount due within 30 days of the due date, we reserve the right to suspend your participation in the initiative until all outstanding amounts are paid. 

8. Term & Termination  

8.1 Term of Participation
Your participation shall commence on the Commencement Date and continue unless terminated as set out in this clause.

8.2 Termination by the Promoter
You may terminate your participation by providing GiftTrees with no less than 30 days’ written notice.

8.3 Termination by GiftTrees
GiftTrees may terminate your participation with immediate effect if:
(a) You fail to pass on any Financial Contributions to GiftTrees within 30 days of the due date;
(b) You commit a material breach and fail to remedy the breach within 7 days of written notice;
(c) You cease to actively promote the initiative;
(d) You become insolvent or enter into liquidation, administration, or receivership.

8.4 Consequences of Termination
Upon termination, you must:
(a) Cease collecting Financial Contributions;
(b) Pay any outstanding contributions within 7 days;
(c) Remove any GiftTrees branding from your materials and online presence;
(d) Provide any final reports or data requested by GiftTrees.

9. Governing Law and Jurisdiction  

These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any disputes arising out of or in connection with these Terms.

10. Data Protection  

10.1 Compliance with Data Protection Laws
Both parties agree to comply with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018.

10.2 Data Provided by the Promoter
The Promoter warrants that they have obtained necessary consent or have another lawful basis for sharing personal data with GiftTrees.

10.3 GiftTrees’ Use of Personal Data
GiftTrees will process personal data solely for the purpose of enrolling employees in training programs or other agreed purposes, in compliance with data protection laws.

10.4 Rights of Data Subjects
Both parties will assist in handling any data subject requests.

10.5 Data Breach Notification
In the event of a data breach, both parties agree to notify each other and the ICO promptly.

11. Limitation of Liability  

11.1 Exclusion of Certain Types of Loss
GiftTrees shall not be liable for any indirect or consequential losses, including loss of profits or business.

11.2 Limitation on Direct Losses
GiftTrees' total liability shall not exceed the total Financial Contributions paid by the Promoter in the 12 months preceding the claim.

11.3 No Limitation for Certain Claims
Nothing in these Terms shall limit liability for death, personal injury, or fraud.

12. Force Majeure  

12.1 Definition of Force Majeure
Neither party shall be liable for failure to perform if such failure is caused by events beyond reasonable control, including natural disasters, war, pandemics, or government actions.

12.2 Notification of Force Majeure
The affected party shall notify the other party in writing and use reasonable efforts to mitigate the impact.

12.3 Suspension of Obligations
Obligations will be suspended during the force majeure event.

12.4 Right to Terminate
Either party may terminate if the force majeure event continues for more than 60 days.

13. Confidentiality  

13.1 Confidential Information
Each party agrees to keep confidential any non-public information shared in connection with this Agreement.

13.2 Permitted Disclosures
Disclosures may be made to employees or required by law, provided confidentiality obligations are maintained.

13.3 Exclusions
Confidential information excludes information that is already public or independently developed.

13.4 Duration
The confidentiality obligations shall survive for 3 years after termination.