Youth Card Terms and Conditions
TERMS AND CONDITIONS FOR PARTICIPATION AS A DISCOUNTS PROVIDER IN THE YOUTH CARD DISCOUNTS SCHEME
Basis of Contract
These terms and conditions (“Terms“) set out the terms on which Speakers for Schools (“We” “Us” or “Our“) agrees to contract with the Perk Provider to participate in the Youth Card product.
The Agreement is made up of the following:
The Contract Details; and
In the event of any conflict between the terms of this Agreement the following order of precedence shall apply:
These Terms; and
The Contract Details (other than any Special Terms).
Definitions and interpretation
The following words shall have the following meanings:
“Card” means the Youth Card app downloaded by young people issued by Speakers for Schools and any other card or app issued by a member of the European Youth Card Association;
“Cardholder” means a holder of the Youth Card;
“Contract Details” means the contract details to which these Terms are attached;
“Perk” means the discount or access opportunity offered through the Youth Card.
“Discounts” means the reduced retail opportunity offered by Youth Card Perk Partners to Cardholders, including the discounts offered by the Perk Partner as identified in the Contract Details;
“Access” means the physical or virtual opportunities offered to young people through the Youth Card such as work experience, mentoring and apprenticeships.
“Perk Partner“ means the brand, employer or industry identified as such in the Contract Details:
“Perk Partner Marks” means any logo, brand or trade mark used by the Perk Partner from time to time;
“Speakers for Schools Marks” means any logo, brand or trade mark identified as such.
“Youth Card Marks” means any logo, brand or trade mark identified as such.
“Discount Opportunity” means the discounts scheme for Cardholders administered by Us;
“Insolvency Event” means in respect of the Perk Partner, that such entity has ceased to trade or any steps have been taken to have an administrative receiver, administrator, receiver or manager appointed over the whole or any material part of its assets or undertaking or the Perk Partner has become insolvent or gone into liquidation (unless such liquidation is for the purposes of a solvent reconstruction or amalgamation) or compounded with its creditors generally or has been otherwise unable to meet its debts as they fall due;
“Intellectual Property Rights” or “IPRs” means the following types of property and/or rights: (i) patents; (ii) registered trade marks, including the Perk Partner’s Marks and Speaker for Schools Marks; (iii) registered design rights; (iv) applications for, and rights to apply for the property/rights listed in items (i) to (iii) (inclusive) above; (v) copyrights; (vi) database rights; (vii) unregistered design rights; (viii) any rights of action in relation to confidential information; (ix) any rights of action in relation to trade names, trading styles, product packaging and/or domain names; and (x) any other industrial or intellectual property right;
“Youth Card Perk Partners” means the perk partners who participate in the Youth Card product, including the Perk Partner; and
Unless the context requires a different interpretation, or this Agreement expressly provides otherwise, the following rules will be used to interpret this Agreement:
The words deﬁned in the Deﬁnitions shall have the meanings set out therein unless the context otherwise requires.
Headings are for convenience only and shall not affect the construction or interpretation of this Agreement.
Words and expressions in the singular shall include the plural and vice versa; words importing any gender shall include every gender and references to a “Person” shall include bodies corporate, unincorporated associations, partnerships, trusts, individuals and any combinations of any one or more of the foregoing.
Reference to any statute or statutory provision includes a reference to the statute or statutory provision as from time to time amended, extended or re-enacted.
Provision of Discounts
The Perk Partner shall provide any Cardholder presenting a valid Card with the Perk.
All Perks (including any changes to Perks or any restrictions on eligibility) are uploaded through Our Partner CMS Portal in good faith that the Perk Partner shall market appropriate Perks to the Cardholder.
The Perk Partner shall perform its obligations under these Terms promptly, in good faith and to the best of its ability, and in accordance with Our reasonable directions.
Speakers for Schools as the operator for Youth Card reserve the right to remove and moderate any Perks that have been flagged or deemed inappropriate to Our Cardholders.
Perk Partners will use reasonable efforts to train staff to recognise the valid Cards and provide the Perks to Cardholders.
Perk Providers will promptly investigate and use all reasonable efforts to rectify situations where Speakers for Schools or the Perk Partner is made aware of a refusal by staff to provide the Perk to Cardholders.
The Perk Partner:
shall not impose any additional fee, charges, conditions or restrictions that contradict this Agreement nor the general terms and conditions from time to time applicable for use of the Card;
shall not act in any way which could harm or bring Our reputation in to disrepute;
acknowledges that We are not responsible for any misuse of a Card by a Cardholder or any other person; and
acknowledges that the provision of the Perk shall be the sole responsibility of the Perk Partner and that it is the Perk Partner’s responsibility to ensure that Cardholders receive the correct Perk.
This Agreement does not prevent Us from entering into similar arrangements with providers of identical or similar goods or services to those provided by the Perk Partner.
Payment and Tax
The Perk Partner acknowledges that the Perk is provided by the Perk Partner directly to the Cardholder. No sums are due or payable by Us in relation to the provision of Perk. Accordingly, the Perk Partner shall be solely responsible for an tax (including any value added tax) applicable to the provision of the Perk.
We shall use all reasonable endeavours to acknowledge or promote the Perk provided by the Perk Partner in our marketing communication including but not limited to, our website and social media platforms, and at our discretion, other promotional material that we may issue from time to time.
The Perk Partner is not required to obtain prior approval for any marketing or promotion of its participation in the Youth Card product that utilises the Speakers for Schools and Youth Card Marks (under the terms of the Partner Comms Pack) except in the case of Press Releases which will require approval from Us before public release.
It is not anticipated that the parties will share any personal data relating to Cardholders. If and to the extent that the parties do intend to share such personal data, the parties shall first agree the terms upon which such personal data shall be shared.
Compliance with law
The Perk Partner shall comply with all relevant laws and regulations from time to time in force, including compliance with the Protecting Vulnerable Groups scheme, and applicable health and safety regulations.
Intellectual Property Rights
The IPRs in the Speakers for Schools and Youth Card Marks and any materials created by Us from time to time and the goodwill associated with such are and shall (as between the parties) remain Our exclusive property and the Perk Partner hereby acknowledged and agrees that it shall not acquire any right, title or interest in or to such IPRs.
We hereby grant the Perk Partner a royalty free, non-exclusive licence for the term of this Agreement only to use the Speakers for Schools and Youth Card Marks to promote its participation in the Youth Card product, provided that the Perk Partner:
ensures that each reference to and use of any of the Speakers for Schools and Youth Card Marks by the Perk Partners is in a manner from time to time approved by Us and accompanied by an acknowledgement, in a form approved by Us, that the IPRs are owned by Us; and
shall not make any modifications to the Speakers for Schools and Youth Card Marks; use them in any way which would cause Us harm or bring Our reputation in to disrepute; alter, remove or tamper with the Speakers for Schools and Youth Card Marks; or use any of the Speakers for Schools and Youth Card Marks in any way which might prejudice their distinctiveness or validity or Our goodwill.
The Perk Partner hereby grants to Us a royalty free, non-exclusive licence for the term of this Agreement to use the Perk Partner’s Marks to promote Perks and the Youth Card product.
Term and Termination
This Agreement will commence on the Commencement Date and subject to this Clause 10, shall continue for the Initial Term and thereafter until either party terminates this Agreement on not less than two months’ notice in writing to the other party.
We may with immediate effect on notice in writing to the Perk Partner suspend the Perk Partner’s participation in the Youth Card product and/or terminate this Agreement if:
The Perk Partner is in material breach of this Agreement, provided that if the breach is capable of remedy We may only terminate this Agreement under this clause 12.4 if the Perk Partner has failed to remedy such breach within 7 days of receipt of notice from Us to do so;
the Perk Partner is in breach of its obligations under Clause 8;
the Perk Partner, by act or omission, has in our reasonable opinion caused or is likely to cause harm or damage to Our reputation; or
the Perk Partner suffers an Insolvency Event.
Upon the termination of this Agreement or suspension of the Perk Partner’s participation in the Youth Card product, the Perk Partner shall promptly take all reasonable steps to remove any references to Speakers for Schools and the Youth Card product from its website, premises and marketing materials (whether physical or electronic).
Where the Perk Partner ceases to be a Youth Card Perk Partner for any reason, We will have no obligation to remove from circulation any hard copy materials which contain a reference to the Perk Partner, which have already been distributed to Youth Card members or are otherwise in circulation as at the date on which the Perk Partner to be a Youth Card Perk Partner.
No person or organisation other than a party to these Terms shall have any rights to enforce any term of this Agreement.
Nothing in this Agreement is intended, or shall be deemed, to establish any partnership or joint venture between the parties, constitute either party the agent of the other party, nor authorise either party to make or enter into any commitments for or on behalf of the other party.
Both parties acknowledge that, in entering into this Agreement, neither party has relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Terms.
This Agreement represent the entire agreement between both the parties and supersede all previous agreements between the parties in respect of their subject matter.
Nothing in this clause shall limit or exclude any liability for fraud.
Governing law and jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England, Wales and Northern Ireland. You irrevocably agree that the courts of England, Wales and Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims), provided that we may bring a claim any court of competent jurisdiction.