Terms & Conditions
PROMOTER TERMS AND CONDITIONS FOR PARTICIPATION IN THE GIFTTREES INITIATIVE
1. Introduction
1.1 What is the GiftTrees Initiative?
The GiftTree Initiative is a unique initiative whereby your customers have the option of purchasing a tree to be planted in the developing world using our network of non-government organisations and charities. All of this with the simple click of a button by your customer on your POS system at the time of paying for their meal in your restaurant. The GiftTree Initiative helps your customers offset the environmental impact of their meal, and assists you in showcasing your social impact efforts and the difference you are making, one meal at a time and one tree at a time.
1.2 Scope of these Terms
These terms and conditions (together with any other documents which we refer to as “Terms”) set out the terms and conditions which govern your participation in the GiftTrees Initiative, which involves facilitating Financial Contributions toward tree planting.
1.3 Importance of these Terms
Please read these Terms carefully and ensure that you understand them before agreeing to participate in the GiftTrees Initiative. These Terms outline our obligations, your obligations, the operation of the GiftTrees Initiative and what to do if there is a problem, together with other important information. If you do not agree to these Terms, you are unable to participate in the GiftTrees Initiative. We ask you to accept these Terms as part of your onboarding process, as outlined in paragraph 4 below.
1.4 Changes to these Terms
We may alter these Terms at any time. If we make any significant changes, we will give you reasonable notice of the changes before they come into effect, unless we need to make immediate changes for reasons we do not have control over. If you find a modified Term unacceptable, you may terminate your participation in the GiftTrees Initiative as set out in paragraph 8 below.
Your continued participation in the GiftTrees Initiative constitutes your acceptance of these Terms and any subsequent revisions. We recommend that you check these Terms regularly.
1.5 Other Terms
The following policies are incorporated by reference into these Terms as they also apply to your participation in the GiftTrees Initiative:
Please contact us at any time should you have any questions about these policies, using the contact details below.
1.6 Who we are
We are GiftTrees Partners Limited, a company registered in England and Wales with company number 08887943 and with our registered office at Piccadilly Business Centre, Unit C, Aldow Enterprise Park, Blackett Street, Manchester M12 6AE.
In these Terms, we may refer to “GiftTrees”, “us”, “we” or “our”. We may refer to you as “Promoter”, “you or “yours”.
1.7 Contacting us
We set out in paragraph 14 below how you and we can contact each other at any time in connection with these Terms.
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 GiftTrees Initiative. The Promoter is responsible for facilitating the collection of Financial Contributions from their customers’ bills and passing those contributions to GiftTrees.
GiftTrees Commitment:The commitment by GiftTrees to fund the planting of a tree for every Financial Contribution made.
GiftTrees Tokens: Tokens provided to restaurants only as reward for their participation in the GiftTree Restaurants initiative.
Financial Contribution: The monetary contribution added by a Promoter to each customer’s bill, which the Promoter remits to GiftTrees to fund tree planting, and/or any other monetary contribution passed to GiftTrees to fund tree planting.
3. Conditions of Participation
3.1 Exclusive Application of These Terms
These Terms apply to the exclusion of any other prior terms and conditions or any such terms and conditions that you may propose.
3.2 Entire Agreement
These Terms constitute the entire terms and conditions between us regarding your participation in the GiftTrees Initiative. If any part of the current version of these Terms conflicts with any previous version(s), the current version shall prevail unless we expressly state otherwise.
4. Commencement of Participation
4.1 Onboarding Process
We will provide you with a unique link to the GiftTrees onboarding portal. Once you have clicked on this link, we will commence onboarding you to the GiftTrees Initiative. You agree to provide us with such information as we may reasonably require to facilitate your onboarding.
4.2 Contract
Once:
(a) we have onboarded you to the GiftTrees Initiative, and
(b) you have read and agreed to these Terms by clicking in the box “I Accept” (or similar) in the onboarding portal, a contract, incorporating these Terms comes into effect between you and us, until terminated under paragraph 8 below.
4.3 Commencement Date
Following successful completion of the onboarding referred to above, we will mutually agree on a specific commencement date for your participation.
5. GiftTrees Responsibilities
5.1 Our obligations to Promoters
We will provide you with materials (such as marketing or other promotional materials), promote your involvement, and arrange the planting of trees via our network of third party tree planting organisations.
5.2 Acknowledgement of Financial Contributions
Upon receiving Financial Contributions from you, we will acknowledge receipt of such money from you, confirm the GiftTrees Commitment and plant the corresponding number of trees using our network of third-party tree planting organisations.
5.3 GiftTrees Tokens - GiftTrees Restaurants
If you are an eligible restaurant, 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.
You can redeem your GiftTrees Tokens only if the following conditions are met (as determined by us, acting reasonably):
(a) you agree to continue participating in the GiftTree Initiative for an additional 12 months following redemption of your GiftTrees Tokens;
and
(b) your account is current, with no outstanding arrears in passing on funds collected on behalf of diners to us; and
(c) your restaurant remains an active Promoter in the initiative; and
(d) your customers are actively continuing to opt into the GiftTrees initiative to fund the planting of trees.
5.4 General
(a) Any descriptions or illustrations on our website or in our promotional materials are provided to give you an approximate idea of the GiftTrees Initiative. They are just a guide and do not form part of these Terms.
(b) If we are required by law to make any change to the GiftTrees Initiative, we will try and notify you in advance of any such change, but this may not always be possible.
(c) We will use our reasonable care and skill to fulfill our responsibilities to you and we will use reasonable endeavors to do so in a timely manner.
6. Promoter Responsibilities
6.1 General Obligations
As the Promoter, it is your responsibility to:
(a) provide us with any information and materials about you, your restaurant and your operating systems, as we may reasonably need, so that we can fulfil our obligations to you;
(b) prepare your operating systems, third-party systems or software (including EPOS systems) so that you can promote your participation in the GiftTrees Initiative and market the tree planting scheme to ensure maximum participation from your customers;
(c) facilitate the collection of Financial Contributions. You agree to add an opt-out Financial Contribution to each customer’s bill, set at the contribution rate set by GiftTrees and notified to you from time to time, as outlined in paragraph 7.1 below;
(d) collect all Financial Contributions for and on behalf of GiftTrees and hold them in such a way that the money can be easily identified at all times as being amounts contributed by your customers for the GiftTrees Initiative;
(e) pay the full Financial Contributions collected from your customers to GiftTrees by the 10th day of the following calendar month, as outlined in paragraph 7.2 below;
(f) actively promote the GiftTrees initiative and encourage maximum participation from customers; and
(g) comply with all our policies notified to you from time to time.
6.2 Data reporting obligations:
You agree to provide us with monthly transaction reporting within [7] days of month-end, in such other format as we agree, together with any such other information we may reasonably request from time to time. You agree to submit monthly transaction reports via one of the following methods:
(a) manually by spreadsheet: You may submit monthly transaction reporting (in CSV/Excel format, using our GiftTrees template) manually via email to customer.success@gifttrees.com, or
(b) manually via your GiftTrees portal: You may submit monthly transaction reporting by uploading it directly to your secure portal provided by GiftTrees; or
(c) via API: You give your consent for your EPOS provider to pass the required monthly transaction reporting to GiftTrees automatically via an API connection. GiftTrees will provide you with the necessary API documentation and instructions. This includes sales transactions processed through the EPOS system and enables GiftTrees to accurately report on GiftTrees activity, ensure the integration is operating effectively, and use insights to optimise the partnership. Access to this data allows GiftTrees to improve guest engagement, maximise impact, and support better commercial outcomes for participating venues. GiftTrees will handle all data responsibly, in line with applicable data protection legislation.
6.3 Obligations Specific to GiftTrees Restaurants and Carbon Friendly Dining
Initiatives
If you are a Promoter in these initiatives:
(a) You agree to facilitate the addition of the optional Financial Contribution to each customer’s bill, including, for example, making any changes to your IT or EPOS systems;
(b) You must include the agreed-upon Financial Contribution wording on each customer’s bill, notifying them of the GiftTrees initiative and their ability to opt out; and
(c) You are responsible for reporting the number of bills issued and the corresponding Financial Contributions collected by you for and on behalf of the GiftTrees initiative on a weekly basis (or in such other manner as you and us may agree in writing from time to time); and
(d) Upon request, allow us reasonable access to carry out an audit to verify the accuracy of your billing and collection process. You agree to assist us as necessary, and work with us in the event of any discrepancies.
7. Financial Contributions & Payments
7.1 Contribution amount
As a Promoter, you agree to pass to us all Financial Contributions you collect from your customers in full, 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 in advance (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 you do not pay Financial Contributions to us in the agreed manner by the due date:
(a) Grace Period: We will send you 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 you do not make payment within the grace period referred to above, 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: We may charge a reasonable administrative fee of £50/€60/US$70 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 GiftTrees Initiative until you have paid all outstanding amounts in full, including any interest that may have accrued in accordance with paragraph 7.3.
7.5 Self-Billing for GiftTrees Token Redemptions
(a) Where the Promoter redeems GiftTrees Tokens in accordance with these Terms, GiftTrees may operate a self-billing arrangement in respect of the value payable to the Promoter for such redemptions.
(b) Under the self-billing arrangement, GiftTrees will generate invoices on behalf of the Promoter for the applicable value of redeemed GiftTrees Tokens. A copy of each self-billing invoice will be provided to the Promoter for their records.
(c) The Promoter agrees not to raise separate invoices to GiftTrees for the same token redemption amounts where a self-billing invoice has been issued.
(d) The Promoter agrees to provide and maintain accurate VAT registration details, including their VAT number where applicable, and to notify GiftTrees promptly of any changes to their VAT status.
(e) GiftTrees will ensure that any self-billing invoices issued comply with applicable VAT legislation and HMRC self-billing requirements.
(f) By participating in the GiftTrees Initiative and redeeming GiftTrees Tokens, the Promoter accepts the use of self-billing for the purposes described in this clause.
8. Term & Termination
8.1 Term
Your participation shall commence on the Commencement Date and continue unless terminated as set out in this paragraph 8.
8.2 Termination by the Promoter
You may terminate your participation in the GiftTrees initiative, as follows:
(a) if you have accrued GiftTrees Tokens which you have not redeemed in the 11 months prior, you may end this contract at any time by providing GiftTrees no less than 30 days’ written notice. You will forfeit any unredeemed GiftTrees Tokens as at the date of your written notice; or
(b) if you have accrued GiftTrees Tokens and you have redeemed any or all of those GiftTrees Tokens, you may end this contract by providing us with no less than 12 months’ written notice of your intention to terminate this contract.
8.3 Termination by GiftTrees
We may terminate for any reason by giving you a minimum of 30 days’ prior written notice.
We 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 from us;
(c) we determine, acting reasonably, that you have ceased to actively promote the GiftTrees initiative;
(d) we form the opinion, acting reasonably, that an ongoing association with you would be detrimental to us and/or the GiftTrees initiative;
(e) you become insolvent or enter into liquidation, administration, or receivership or take any similar steps.
8.4 Consequences of Termination
Termination of your participation shall not affect any rights, remedies, obligations or liabilities that have accrued up to the date of termination.
Upon termination, you must immediately:
(a) remove the agreed-upon Financial Contribution wording from your IT Systems / EPOS;
b) cease collecting Financial Contributions;
(c) pay any outstanding Financial Contributions to us, any in any event, no later than 7 days from the date of termination;
(d) remove any GiftTrees branding from your materials and online presence; and
(e) provide any final reports, data or such other materials as reasonably requested by GiftTrees.
9. Intellectual property rights
9.1 All intellectual property rights in connection with the GiftTrees Initiative
including promotional materials (other than intellectual property rights in any materials provided by you) will be owned by us or our third-party licensors, and you may only use them in accordance with these Terms.
9.2 While you are a Promoter of the GiftTrees initiative:
(a) we agree to give you a fully paid-up, non-exclusive, royalty-free, revocable licence to use our logo and other marketing/promotional materials provided by us, on your website, social media pages and other advertising materials of yours; and
(b) you agree to give us a fully paid-up, non-exclusive, royalty-free, non-transferable license to use your company logo, branding and other marketing materials of yours on our website, social media pages and other advertising materials of ours, so that we can promote your participation in the GiftTrees Initiative. You warrant that you have all necessary rights in the materials supplied by you to us and all rights to provide these materials to us for such purposes.
10. Data Protection
10.1 Compliance with Data Protection Laws
You and we 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
You warrant that you have obtained necessary consent or have another lawful basis for sharing personal data, if any, with GiftTrees.
10.3 GiftTrees’ Use of Personal Data
GiftTrees will process personal data solely for the purpose of enrolling GiftTrees’ employees in training programs or other agreed purposes, in compliance with data protection laws.
10.4 Rights of Data Subjects
You and we will assist the other in handling any data subject requests.
10.5 Data Breach Notification
In the event of a data breach, both you and we agree to notify each other and the Information Commissioner’s Office promptly, and in any event no later than 48 hours following the occurrence of the data breach.
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 you or we 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
Both our obligations and yours will be suspended during the force majeure event.
12.4 Right to Terminate
Either you or we may terminate if the force majeure event continues for more than 60 days.
13. Confidentiality
13.1 Confidential Information
You and we agree to keep confidential any non-public information shared in connection with these Terms.
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.
14. Notices
14.1 Any notice in connection with these Terms
shall be in writing and shall be sent via email to the email addresses listed below, with a copy delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or its principal place of business.
GiftTrees: Piccadilly Business Centre Unit C, Aldow Enterprise Park, Blackett Street Manchester M12 6AE
Promoter: The Registered Address kept on File By GiftTrees Partners Ltd
14.2 Any notice shall be deemed to have been received:
(a) if sent by email, at the time it was sent, or, if this time falls outside business hours in the place of receipt, when business hours resume;
(b) if delivered by hand, at the time the notice is left at the proper address;
or
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting.
14.3 This paragraph 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.
15. Governing Law and Jurisdiction
These Terms 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.
16. Questions?
If you have any questions about these Terms, please contact us using the details set out in paragraph 14 above.
