1.1. Subject to receipt of the Setup Fee and the Setup Deposit, Mo shall provide the Rewards Service (if the Rewards Service is one of the Services set out in the Order Form).
1.2. The Customer acknowledges that the rewards that are available through the Rewards Service is provided by third party providers on behalf of Mo ("Rewards Providers"). All Rewards Providers that provide the Rewards Service shall be pre-approved by the Customer in writing in advance.
1.3. The Customer agrees that subject to paragraph 1.4 and paragraph 1.5, the choice of Rewards Providers and nature of the rewards that are made available by Mo is entirely at the discretion of Mo and subject to continued availability from the relevant Rewards Provider.
1.5. The Customer agrees that Mo may, at its entire discretion, without notice and without any liability to the Customer whatsoever remove Custom Rewards from the Mo Website that do not comply with paragraph 1.4.
2. Fees for Rewards Service
2.1 Setup Fee: The Customer shall pay Mo a Setup Fee as set out in the Order Form plus VAT (the "Setup Fee") (regardless of the number of Authorised Users) promptly following the date of this Agreement in order to have access to Rewards, subject to the Customer taking receipt of a valid VAT invoice from Mo.
2.2 Annual Subscription Fee: The Customer shall pay Mo an annual fee as set out in the Order Form plus VAT (regardless of the number of Authorised Users) on each anniversary of the date of this Agreement in payment for access to Rewards during the following year, subject to the Customer taking receipt of a valid VAT invoice from Mo.
3 Providers’ Fees:
3.1 The Customer acknowledges that:
a) Mo contracts with Rewards Providers in order to provide rewards via the Rewards Service;
b) in the volume and nature of the rewards made available to Authorised Users and provided by Reward Providers will vary from month to month; and
c) the amount payable by Mo to Rewards Providers for rewards made available to Authorised Users ("Providers' Fees") will vary from month to month.
3.2 In addition to the Setup Fee, the Customer shall pay to Mo by way of as set out on the Order Form plus VAT (the "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 Setup Deposit plus Top-up Payments as reduced by payments of Providers' Fees (the aggregate net amount from time to time being the "Providers' Fees Float").
3.4 The Providers Fees Float is, subject to paragraph 3.8, non-refundable.
3.5 The Customer authorises Mo to use amounts from the Providers' Fees Float in payment of Providers' Fees as they become payable by Mo from payable from time to time.
3.6 Mo shall report the Customer monthly in respect of the amount of the 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 Providers' Fees Float if the amount of the Providers' Fees Float is less than the greater of:
a) The amount set out in the Order Form; or
b) the average amount paid by Mo in payment of Providers' Fees calculated on the basis of the one month 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) The amount set out on the Order Form; or
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 three Business Days of the date of a Top-up Request. Mo may suspend the Rewards Service if, at any time the amount of the 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).
3.8 Following termination of the Agreement:
a) Mo shall pay to the Customer an amount equal to the Providers Fees Float (as at the date of termination) net of any payable but unpaid Providers' Fees; or
b) the Customer shall pay to Mo the amount requested by Mo required by it to pay any payable but unpaid Providers' Fees.
4 Rewards and Ex-employees
4.1 The Customer shall notify Authorised Users that they shall irrevocably forfeit any rewards that have been issued to them via the Rewards 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, 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 rewards issued to them via the Rewards Service that have not been redeemed at the date of the termination of their employment by the Customer's Group.