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Merchant Terms

Welcome to Neal Street Technologies! We’re glad that you’ve chosen to use Neal Street Technologies (“NST”) to support your business needs and grow your operations. The terms and conditions set out here (the “Neal Street Technologies Merchant Terms”) govern your use of the Neal Street Technologies Mobile Applications so please read them over carefully.

When you access the Neal Street Technologies Mobile Applications, you also agree to the NST General Terms and Data Processing Addendum, which are incorporated into these Neal Street Technologies Merchant Terms by reference, including any amendments made to those from time to time.

To the extent that any provisions of these Neal Street Technologies Merchant Terms conflict with the General Terms, the relevant provisions of these Neal Street Technologies Merchant Terms shall prevail. If you have any questions or if you do not understand any of the terms in these Neal Street Technologies Merchant Terms, please contact us.

Our team is more than happy to assist.

For information about how we treat your personal data, please see our Privacy Policy.

1. Definitions

2. Term & Termination

  1. These Neal Street Technologies Merchant Terms become effective upon the sooner of the date (i) you accept these Neal Street Technologies Merchant Terms online (or in another manner expressly approved by us) or (ii) you first access or use the Neal Street Technologies Mobile Application and will continue to apply from the date they become effective until terminated by your or us.
  2. You may terminate this Agreement at any time by providing us with written notice of your intention to terminate. We may at any time terminate these Neal Street Technologies Merchant Terms or suspend or terminate your access by issuing a Notice to this effect.
  3. Upon termination of these Neal Street Technologies Merchant Terms for any reason, you will:
    1. remain liable for all Fees, charges and other payment obligations that have been incurred through the date of termination with respect to the Neal Street Technologies Mobile Application and
    2. return any other equipment or material you may have which belongs to us.

3. Fees & Payment

  1. NST shall be free to directly invoice the Merchant and/or Outlet and collect the monthly Fees from the Merchant and/or Outlet (“Direct Billing”) or to appoint an agent to provide invoicing and collection services on its behalf (“Channel Partner Billing”).  NST (or its agent) shall invoice monthly as follows:

    Where Direct Billing is applicable –

    1. NST shall invoice Merchant and/or Outlet in advance in respect of any recurring licence or subscription Fees. Merchant shall pay such Fees to NST before the start of each calendar month.

    2. NST shall invoice Merchant and/or Outlet monthly in arrears in respect of any Reward Transaction or volume related Fees and Merchant shall pay the Fees to NST within thirty (30) days of the date of invoice.

    Where Channel Partner Billing is applicable –

    1. Channel Partner shall invoice Merchant and/or Outlet in advance in respect of any recurring licence or subscription Fees. Merchant shall pay such Fees to Channel Partner before the start of each calendar month.

    2. Channel Partner shall invoice Merchant and/or Outlet monthly in arrears in respect of any Reward Transaction or volume related Fees and Merchant shall pay the Fees to Channel Partner within thirty (30) days of the date of invoice.

  2. NST may at any time and without notice set off any such Fees against amounts owed to Merchant (including, for the avoidance of doubt, any Disbursal owed by NST under the Payment Services). 

  3. Any Fees overdue shall bear interest at the legal permissible rate from time to time, from the due date until the date of payment, both days inclusive, which interest shall be compounded monthly in arrears.

  4. NST may change the Fees in accordance with the NST General Terms.

4. Roles of the Parties

The parties acknowledge and agree that:

  1. In relation to Mobile Applications, NST will be the app publisher and operator;

  2. Merchant will be the merchant and retailer in respect of the sale of goods and services to Users and will be responsible for all Reward Transactions, Vouchers and refunds;

  3. Users hold their account with NST and not with the Merchant;

  4. Merchant shall be the promoter and operator of all Campaigns and Merchant is responsible for any goods or services that are the subject of the Campaign or that a User purchases in relation to the Campaign. NST will have no role other than to enable the processing of Reward Transactions relating to the Campaign and, where applicable, publish User Content and Merchant Materials in relation to the Campaign on behalf of Merchant;

  5. In relation to User support

    1. NST will use its commercially reasonable endeavours to provide User support relating to use of the Mobile Applications;
    2. Merchant will be responsible for all complaints, questions, claims, disputes and support in relation to the operation of a Campaign, the Merchant Materials, the goods and services that are the subject of a Reward Transaction or Campaign and/ or in relation to Outlets; and
    3. without prejudice to this clause 4, NST may address and attempt to settle or resolve User complaints, questions, claims and disputes (regardless of fault) with ad-hoc goodwill gestures (including the issue of Vouchers (which Merchant agrees to honour)) to the extent reasonably necessary and proportionate to resolve the complaint, question, claim or dispute.

5. Loyalty Services

The provision of certain direct marketing Services for purposes of communicating with the User is subject to Users consenting (and not withdrawing consent) to receiving direct marketing from or on behalf of NST under Data Protection Laws. Merchant alone is responsible for the Merchant Materials, messages or information found in any communication made to a User in relation to a Campaign. 

Merchant shall:

  1. Provide NST with such details of each Campaign as NST may require and any applicable Merchant Materials within a reasonable period (and, in any case, at least two (2) business days) before the commencement of the relevant Campaign (or, if applicable, before the application of new or updated Merchant Materials);

  2. Ensure that all Campaigns and Merchant Materials

    1. comply with all Applicable Laws (including, for the avoidance of doubt, all advertising, consumer protection, product liability, data protection and privacy laws, laws relating to the protection of children or young persons, and all laws relating to lotteries, gambling, betting, gaming or similar activities);
    2. are accurate in all respects and are not misleading, and that the prices clearly specify all applicable taxes, duties and delivery charges (of whatever nature and for whatever jurisdiction);
    3. are consistent with any description appearing on Merchant’s website and of satisfactory quality and fit for purpose (and, where the Campaign relates to services, such services are performed with reasonable skill and care and in accordance with good industry practice);
    4. do not include any content which is offensive, unlawful, defamatory or obscene;
    5. do not include any third party brands or content without the express written consent of the brand or content owner (including, for the avoidance of doubt, the right to sublicense such rights to NST pursuant to the terms of this Agreement); and
    6. are not aimed at or made available to, anyone under 16 or such higher age limit as required to comply with Applicable Law; and

  3. Ensure that the Merchant Materials include clear and lawful terms for participation in any Campaigns (such terms to be applicable as between the Merchant and Users) and Merchant shall ensure that such terms

    1. are set out on Merchant’s website in a location that can be reached with a one-click link, which Merchant will include in the Merchant Materials published in the Mobile Application;
    2. clearly state that Merchant is the promoter and operator of the Campaign and that Merchant (and not NST) is responsible for any goods or services that are the subject of the Campaign or that a User purchases in relation to the Campaign;
    3. clearly state that any cashback earned from offers, promotions and campaigns will be valid for 12 months from date of issue and that on the last day of the 12 month period from date of issue, the cashback will lapse if it remains unused or if the Merchant or Partner ceases to work with us or if the Merchant or Partner changes or discontinues the campaign and
    4. clearly state that a User may cease to be eligible to participate in the Campaign, and any Vouchers will expire immediately, if
      1. the User’s NST account is closed for any reason;
      2. Merchant ceases to accept Reward Transactions from Users; or
      3. Merchant discontinues the relevant Campaign for any reason.

6. Retailer Branded App.

  1. NST’s retailer branded app (“RBA”) Service consists of the provision of a white-label Mobile Application, configured with Merchant’s trade marks, logos, branding and other Merchant Materials and in relation to which Services may be interoperable.

  2. A User that creates an account using the RBA will create an account with NST and will be required to accept NST’s User Terms (and acknowledge NST’s Privacy Notice) in relation to the creation of the account and the User’s use of the RBA.  A User that creates an account via the RBA will be free to use that account in relation to other Mobile Applications as well as the RBA.

  3. Performance of these Services is subject to Merchant providing the Merchant Materials promptly and, in any case, no less than thirty (30) days before the delivery date specified in the Proposal for launch of the RBA.  Where NST launches the RBA using the Merchant’s app store account, the Merchant Materials shall include a written letter of consent (as required by the Google Play Store) signed by a duly authorised person on behalf of the Merchant (or owner of the branding included in the RBA).

  4. From delivery of the RBA, Merchant shall have a period of ten (10) business days in which to

    1. raise material defaults (acting reasonably) in the use of the Merchant Materials incorporated in the RBA; or
    2. notify NST that the Merchant accepts the RBA.  If Merchant does identify material defaults (acting reasonably) in the use of the Merchant Materials in the RBA, Merchant shall provide NST with written details of the material defaults and NST shall have a reasonable period in which to remedy the defaults.  If Merchant fails to notify NST of material defaults within such period or uses the RBA for any purpose other than for its own internal assessment, Merchant will be deemed to have accepted the RBA.

  5. Unless otherwise agreed in writing, NST shall create an app store account specific to the RBA and publish the RBA on the Launch Date (as specified in the Order From).  NST will manage the app store account and, unless otherwise agreed in writing, will not provide Merchant with access to the app store account.

  6. NST shall be free to (but shall be under no obligation to) update the RBA and the features and functionality available in them at any time at NST’s sole discretion.

7. Third-Party Services

  1. Any use by Merchant of non-NST Service, and any exchange of data between Merchant and the provider of such product or service is solely between Merchant and the non-NST Service provider.  NST shall not be responsible for any statements, offers or other information made available from the non-NST Service and NST cannot guarantee the performance, accuracy, integrity or quality of any non-NST Service.

  2. The Services may contain features designed to interoperate with non-NST Services.  NST cannot guarantee the continued availability of any Service (and may modify them and/ or cease providing them in whole or in part without entitling Merchant to any refund, credit, or other compensation) if, for example and without limitation, non-NST Service provider ceases to make available, or changes, the non-NST Service.  

  3. Merchant shall

    1. ensure that non-NST Service providers and any of its other suppliers provide NST with such co-operation and assistance as reasonably required for NST to perform the Services;
    2. ensure its non-NST Service providers take all necessary steps to test, incorporate and operate the Commerce API (and any updates to it) in the timeframe agreed by Merchant and NST and to the standard required by NST from time to time; and
    3. provide, at its own expense, all necessary functioning equipment, software, systems and telecommunications facilities within its environment as necessary to receive and use the Services.

8. General

For the avoidance of doubt, provisions around general terms not covered in these Neal Street Technologies Merchant Terms, including but not limited to term and termination, restrictions and unauthorised or illegal use, intellectual property, data, amendments, indemnification, limitation of liability, warranties, severability, force majeure, and disputes, shall be governed by the NST General Terms.