Terms and Conditions

The Scrummy Club app, website and product is operated by Scrummy Applications Ltd (“us”, “Scrummy”, “Scrummy Loyalty”, “Scrummy Club”, “our”, “we”), a company registered in England and Wales with registered office at Units 3&4 Grimsdyke Granaries, Blandford Road, Salisbury SP5 5RL.

We offer an application which allows merchants to provide loyalty programs and rewards directly to consumers through a smartphone application (“Services”), and provides merchants with programs and applications to track consumers’ use thereof (the “Applications”).

These Terms and Conditions (“Terms”) govern your access and use of the Services and the Applications.

“Merchant” means any merchant entity and its agents that makes use of the Application or provides Services to its customers.

Website(s) shall refer to scrummy.club and scrummyloyalty.com.

Please read these Terms carefully.

These Terms govern your use of the Applications and your provision of the Services to your customers. As a Merchant you must accept these Terms prior to signing up your business on Scrummy, using our website, a third party web site which is affiliated with us, or using the Scrummy application for businesses or providing any Services to its customers.

By accepting or in any other way downloading the Applications or making any Services available to your customers, you signify your assent to these Terms. Changes may be made to these Terms from time to time. If you do not accept these Terms, do not use and do not download the Applications or make any Services available to your customers. We will make reasonable commercial efforts to notify you of any updates to these Terms.

Notwithstanding the foregoing, your continued use of the Applications or provision of the Services to your customers will be deemed acceptance to amended or updated Terms. As such, you should check frequently to see if We have updated these Terms. The most current version of the Terms is available here. If you do not agree to any of these Terms, please do not use the Applications or make the Services available.

1. Definitions

In these Terms, the following terms when capitalized have the meanings set forth in this Section.

a. “Customer” means an end user that has been granted a license by Scrummy to use the Services, and who has accepted the Scrummy Terms and Conditions.

b. “Scrummy User Terms and Conditions” means Scrummy’s standard end user license agreement, which may be amended by Scrummy in its sole discretion, a current version of which is available here.

c. “Promotional Content” means any advertising, promotional or marketing content provided by Merchant for provision to any Customer (including, without limitation, any loyalty programs or rewards) and including any logos, trade names, trademarks or other content of Merchant included in such content.

2. License

Subject to the terms and conditions hereof, during the period these Terms are in effect Scrummy hereby grants Merchant a limited, revocable, non-exclusive, non-transferable, non-sublicenseable, license solely to use the Applications and to provide the Services to its Customers.

3. Restrictions

Merchant shall maintain all copyright and other proprietary notices contained in the Applications and in the Services. Except as set forth expressly herein, Merchant shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Application or the Services; (b) modify the Application or Services, or insert any code or product, or in any other way manipulate the Application or Services; or (c) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party web site, or otherwise use the Applications or Services except as expressly permitted by these Terms.

To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Merchant shall inform Scrummy in writing in each instance prior to engaging in the activities set forth above.

Scrummy reserves the right to make modifications to the Applications and the Services at any time without prior notice.

4. Promotional Content

Merchant may provide Promotional Content to Customers through the Services as permitted by Scrummy.

Merchant shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of all Promotional Content.

Merchant represents and warrants that no Promotional Content infringes the intellectual property rights or moral rights or any third party.

Scrummy reserves the right, at its sole discretion, to remove any Promotional Content that violates these Terms at any time, without prior notice, or require Merchant to do so.

Merchant shall remain solely liable for any loyalty programs or rewards offered to Customers, and shall fully indemnify Scrummy for its failure to satisfy any of its obligations pursuant to such plans or rewards.

Scrummy does not claim ownership of Promotional Content.

However, Merchant grants Scrummy a non-exclusive, royalty-free, worldwide license of all rights to use, edit, modify, include, incorporate, adapt, record and reproduce Promotional Content for the purposes of these Terms, including the right to exercise this license through independent contractors.

5. Intellectual Property

a. Scrummy Property

Title to and ownership of and all proprietary rights in or related to (a) the Application, Services and related documentation and all enhancements, derivatives, bug fixes or improvements to the foregoing; (b) all trade names, trademarks, and logos of Scrummy; and (c) all data collected by Scrummy’s server side software with regard to the foregoing (collectively, “Scrummy Property”) shall at all times remain solely with Scrummy or its licensors.

b. Merchant Property

Subject to Section ‎6(a), title to and ownership of and all proprietary rights in or related to Promotional Content and all the trade names, trademarks, and logos of Merchant shall at all times remain with Merchant and its licensors (collectively, “Merchant Property”).

c. No Sale

Any references in these Terms to sale, resale or purchase of the Scrummy Property or Merchant Property and related documentation or references of like effect, will be deemed to mean the license thereof pursuant to the terms and conditions of these Terms.

6. Customer Data.

Scrummy will provide Merchant with certain specified data regarding Customers, including the name of the Customer and certain mutually agreed data regarding the Customer’s activities at Merchant’s business location (“Customer Data”).

Merchant agrees that it shall at all times comply with Scrummy’s privacy policy and all applicable law, rules and regulations with respect to all Customer Data and all uses thereof. Merchant shall fully indemnify Scrummy’s (and its officers, directors, employees and consultants) for all breaches of its obligations under this provision. Customer Data may include: customer’s name, number of visits, visits details, offers usage, Facebook profile link and email address (if provided by the customer).

Scrummy Applications Ltd is registered with the Information Commissioner’s Office (ICO), registration number ZA130082.

7. Support

Customers may contact Scrummy with regard to the support for the Application via our website or using other forms of communication as described on our website.

8. Confidentiality

Merchant acknowledges that Scrummy may disclose to Merchant certain confidential information belonging to and relating to Scrummy, the Application or the Services.

Merchant may disclose to Scrummy certain information regarding its business and operations.

Either party (the “Receiving Party”) receiving information from the other party (the “Disclosing Party”) which the Disclosing Party has marked or identified as confidential or proprietary, or which should clearly be considered confidential proprietary (collectively, “Confidential Information”), agrees to keep such Confidential Information confidential during and after the Term and not disclose or use except in performance of the Receiving Party’s obligations hereunder.

Confidential Information shall not include information (i) already lawfully known to or independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party, (ii) received by the Receiving Party from any third party without restrictions, (iii) publicly and generally available, free of confidentiality restrictions; or (iv) required to be disclosed by law, provided that the Receiving Party provides prompt notice of such requirement.

The Receiving Party shall restrict disclosure of Confidential Information to those of the Receiving Party’s employees and officers with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein.

Merchant will not disclose any information regarding the results of any testing or evaluation of the Application or Services to any third party without Scrummy’s prior written consent.

9. Warranties, Indemnification and Disclaimer

a. Merchant Warranties

Merchant represents and warrants that the Promotional Content: (a) does not contain material that is obscene, defamatory, libelous, racially or ethnically insensitive, harassing, threatening or otherwise offensive; (b) does not contain pornography or material that may be harmful to a minor; (c) does not contain material that violates or infringes the intellectual property, moral or contractual rights of any third party; (d) does not contain any virus, worm, Trojan horse, or other harmful or disruptive component; and (e) complies with all applicable law, regulations and rules, including all applicable law regarding advertising, marketing and promotional content and services.

b. Merchant Indemnification

Merchant shall defend, indemnify and hold harmless Scrummy from and against any and all suits, proceedings, assertions, damages, costs, liabilities or expenses (including court costs and reasonable solicitors’ legal fees) which Scrummy may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from or relating to (i) a claim that the Promotional Content infringes or violates any third party intellectual property rights, provided however, that Merchant shall have no obligation to indemnify Scrummy where such claim of infringement relates solely to the Scrummy Property incorporated in the foregoing; (ii) use of any Customer Data not in compliance with Scrummy then-current privacy policy or in violation of applicable law, rule or regulation; or (iii) any other breach of these Terms.

c. Disclaimer

The application, services and related documentation are provided “as-is”. Scrummy expressly disclaims any warranties (including with regard to the performance of the application or services and without limitation, express or implied warranties of merchantability, fitness for a particular purpose, title or non-infringement.

Any reliance on the application or the services is at Merchant’s own risk, and Scrummy does not and shall not accept any liability for the application or the services, including without limitation any mistakes or inaccuracies in loyalty programs or rewards created or made available through the application or services.

10. Limitation of liability

In no event shall Scrummy, its directors, officers, employees, agents or shareholders, be liable to Merchant, any customer or any other third party for any damages, including but not limited to general, incidental, consequential, indirect, direct, special or punitive damages, arising out of or relating to the application or services.

In any case, Scrummy’s entire liability under any provision of these terms shall not exceed in the aggregate the amount received from Merchant hereunder, with the exception of death or personal injury caused by the gross negligence of Scrummy to the extent applicable law prohibits the limitation of damages in such cases.

11. Term, Termination and Severability

The term of this agreement (“Term”) shall commence on the date Merchant accepts these Terms and shall continue for a period of 1 month, and shall thereafter automatically renew for subsequent terms of 1 month, unless otherwise terminated in accordance with these Terms.

a. Termination

Either party may terminate this agreement with advance notice of 30 days, provided, however, that Scrummy may terminate these Terms and all rights granted hereunder without notice if Merchant shall use or market the Application or Services in violation of any applicable law, rule or regulation.

b. Effect of Termination

Upon expiration or termination of these Terms for any reason, (a) Merchant shall immediately cease the use of the rights licensed hereunder, and shall immediately cease all provision of the Services to its customers; (b) each party shall make payment to the other of all amounts due hereunder as of the date of termination; and (c) Merchant shall cease the use of all Scrummy Property and shall promptly return to Scrummy all copies of Scrummy Confidential Information or destroy same, at Scrummy’s discretion.

c. Survival.

Sections ‎3 (Restrictions), ‎5 (Intellectual Property), ‎6 (Customer Data), ‎8 (Confidentiality), 9 (Warranties; Indemnification; Disclaimer), ‎10 (Limitation of Liability) any accrued and unpaid payments, and this Section ‎11 shall survive the termination or expiration of these Terms for any reason.

12. Merchant agreement

By accepting the terms, you agree to the following:

a. To run your loyalty program in a fair and non-abusive manner.

b. To keep the provided any device, equipment and software provided by Scrummy safe and secure. You understand that while Scrummy grants you access to its platform, the responsibility for managing your loyalty program lies with you.

13. Miscellaneous

Scrummy and Merchant are and intend to remain independent parties.

Nothing contained in these Terms shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and except as otherwise specifically agreed upon in writing by the parties, neither party shall hold itself out as an agent, legal representative, partner, subsidiary, joint venturer, servant or employee of the other.

Neither party nor any officer or employee thereof shall, in any event, have any right collectively or individually, to bind the other party, to make any representations or warranties, to accept service of process, to receive notice or to perform any act or thing on behalf of the other party, except as authorized in writing by such other party in its sole discretion.

These Terms represent the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof.

These Terms may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed.

Scrummy may assign its rights or obligations pursuant to these Terms.

Merchant agrees not to assign any rights under these Terms; any attempted assignment shall be null and void and shall result in the termination of these Terms.

If any part of these Terms shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect.

These Terms shall be governed by the laws of the United Kingdom and the Courts in England and Wales shall have exclusive jurisdiction to hear any disputes arising hereunder.

14. Some of the Services offered on the Website require payment of fees (“Charged Services”).

If you elect to sign up for Charged Services, you shall pay all applicable fees, as described on the Website in connection with such Charged Services selected by you.

You authorize Scrummy directly or through third parties, to make any inquiries it considers necessary to validate your account and financial information that you provided while signing up for such Services.

Please note that according to internal agreements, Scrummy is entitled to collect fees from Users on behalf of the Charged Services, to process any payments and/or refunds and/or take any billing actions as required in connection with the collection of the fees on behalf of the Charged Services.

All fees are exclusive of all taxes or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes or duties.

You agree to pay any such taxes that might be applicable to your use of the Services and payments made by you to Scrummy.

All fees related to using Charged Services are charged automatically using the payment method as determined in the Website.

If Scrummy does not receive a request by the user, through email or phone for Charged Services termination you acknowledge and understand that Scrummy will continue to charge you for the Charged Services as long as your account remains active regardless if the Charged Services are used or not.

If, at any time, you contact your bank or credit card company and decline or otherwise reject the charge of any payable fees, this act will be considered a breach of your obligation hereunder and your use of the Charged Services will be automatically terminated.

Your use of the Charged Services will not resume until you re-subscribe for any such Charged Services. Users purchasing Charged Services shall pay any and all prices and fees due for such Services.

All prices and fees are non-refundable unless otherwise expressly noted, even if such Charged Services are suspended, terminated, or transferred prior to the end of the Services term.

Scrummy expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at the Website and effective immediately without need for further notice to any user. Any changes or modifications in prices and fees shall be effective when the Services in question come up for renewal as further described below.

In order to ensure that you do not experience an interruption or loss of services, most services offer an automatic renewal option. The automatic renewal option automatically renews the applicable service for a renewal period equal in time to the original service period. Unless you cancel your subscription Scrummy will automatically renew the applicable service when it comes up for renewal, and will take payment from the payment method you have on file with Scrummy at the then current rates, which you acknowledge and agree may be higher or lower than the rates for the original service period. You may cancel your subscription from such services prior to the automatic renewal at any time. In such event the services shall be discontinued upon the expiration of the respective period you have paid for and you shall not have any claims towards Scrummy in relation to the discontinuation of the services.