1. Gifts Service
1.1. Subject to receipt of the Setup Fee and the Setup Deposit, Mo shall provide the Gifts Service (if the Gifts Service is one of the Services set out in the Order Form), as set out in this Addendum. All definitions contained herein and other terms and conditions are as set out in the Agreement. In the event of any conflict between the Agreement and this Addendum relating to gifts, this Addendum shall take precedence.
1.2. The Customer acknowledges that the gifts that are available through the Gifts Service are provided by third party providers on behalf of Mo (“Gifts Providers”). Details of the Gifts Providers are set out below.
1.3. The Customer agrees that the choice of Gifts Providers and nature of the gifts that are made available by Mo is entirely at the discretion of Mo and subject to continued availability from the relevant Gifts Provider
2. Fees for Gifts Service
2.1 Monthly Usage Fees: The Customer shall pay to Mo the Monthly Usage Fees based on the number of gifts given per month, as set out in the Tiers shown in the table below. Monthly Usage Fees do not include the price of the gifts, which will be paid for in full by the Customer. Monthly Usage Fees will be billed to the Customer at the end of each month in which the Customer has used the Gifts Service.
2.2 The Customer can trial the Gifts Service on any Tier for two calendar months (being the month of the date of this Addendum, and the next month) with no Monthly Usage Fees. Monthly Usage fees will become payable from the first day of the subsequent calendar month.
|Tier||Number of gifts per month||Monthly Usage Fees|
|1||1 to 24||No additional charge|
|2||25 to 100||£250 (plus VAT)|
|3||101+||£500 (plus VAT)|
2.3 Annual Discount: The Customer shall be entitled to a 10% discount on Monthly Usage Fees if they subscribe to a given Tier for a period of one year, which is payable in full in advance. Please contact us and ask for an annual subscription, at which point a suitable invoice showing the discount will be supplied.
2.4 In the event that the Customer on an annual subscription exceeds the number of gifts allowed per month in the pre-paid Tier, an invoice will be raised covering the Monthly Usage Fees for excess gifts, in accordance with clause 2.1. For example, a Customer on an annual subscription for Tier 2 shall, in the event that more than 100 gifts are issued in a given month, be provided with an invoice to make up the full Monthly Usage Fee for Tier 3 for that month.
3 Gifts Providers’ Fees:
3.1 The Customer acknowledges that:
a) Mo contracts with Gifts Providers in order to provide gifts via the Gifts Service;
b) the volume and nature of the gifts made available to Authorised Users and provided by Gifts Providers will vary from month to month; and
c) the amount payable by Mo to Gifts Providers for gifts made available to Authorised Users (“Gifts Providers’ Fees”) will vary from month to month.
3.2 The Customer shall pay to Mo by way of deposit the amount set out on the Order Form plus VAT (the “Gifts Setup Deposit”) promptly following the date of this Agreement.
3.3 Mo shall hold, in a non-interest bearing deposit account, the aggregate amount remaining at any time of the Gifts Setup Deposit plus Gifts Top-up Payments as reduced by payments of Gifts Providers’ Fees (the aggregate net amount from time to time being the “Gifts Providers’ Fees Float”).
3.4 The Gifts Providers Fees Float is, subject to paragraph 3.9, non-refundable.
3.5 The Customer authorises Mo to use amounts from the Gifts Providers’ Fees Float in payment of Gifts Providers’ Fees as they become payable by Mo from time to time.
3.6 Mo shall report to the Customer monthly in respect of the amount of the Gifts Providers’ Fees Float and may at any time request in writing that the Customer make, subject to paragraph 3.7, further payments to Mo (“Top-up Payments”) to be held as part of the Gifts Providers’ Fees Float if the amount of the Gifts Providers’ Fees Float is less than the greater of:
a) The amount set out on the Order Form; or
b) the average amount paid by Mo in payment of Gifts Providers’ Fees calculated on the basis of the six months (or number of available months where less) immediately preceding the month of such calculation.
2.1 The amount that Mo may request in accordance with paragraph 3.6 is subject to a maximum of the greater of:
a) an amount equal to double the amount calculated in accordance with paragraph 3.6(b).
3.7 The Customer shall pay Top-up Payments to Mo within thirty Business Days of the date of a request to do so. Mo may suspend the Gifts Service if, at any time the amount of the Gifts Providers’ Fee Float is equal to or less than the greater of half the amounts specified in paragraph 3.6(a) or 3.6(b).
2.1 Without affecting any other right or remedy available to it, either party may terminate this Addendum by giving the other party 30 days’ written notice.
3.8 Following termination of this Agreement:
a) Mo shall pay to the Customer an amount (if any) equal to the Gifts Providers Fees Float (as at the date of termination) net of any payable but unpaid Gifts Providers’ Fees; or
b) the Customer shall immediately pay to Mo any amount requested by Mo that is required by it to pay any payable but unpaid Gifts Providers’ Fees.
4 Gifts and Ex-employees
4.1 The Customer shall notify Authorised Users that they shall irrevocably forfeit any gifts that have been issued to them via the Gifts Service but have not been redeemed within one calendar month of the relevant Authorised User ceasing to be an employee of the Customer’s Group (any such user, is an “Ex-employee”).
4.2 The Customer and Mo shall (without any obligation to each other or to Ex-employees) use their reasonable endeavours to co-operate with Ex-employees to enable them to have access to and redeem gifts issued to them via the Gifts Service that have not been redeemed at the date of the termination of their employment by the Customer’s Group.