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Treatwell & Partner Terms Of Business

Last updated May 2018

Summary

This is a summary of our Partner Terms of Business. It should not be a substitute for reading the full version. Capitalised terms used in this summary are defined in the Partner Terms of Business.

  • Treatwell provides a booking platform on which you can advertise the Partner Services which you offer in your salon/spa to a much wider range of potential customers.
  • As part of the Treatwell Services (further detail in the full version) we give Partners the opportunity to use Connect, our salon diary management system which comes with a huge range of features which will be of great benefit to your business.
  • We are responsible for arranging and concluding Treatwell Bookings, eVoucher Bookings and Overnight Spa Breaks and are appointed under these Partner Terms of Business as your commercial agent to do so.
  • For pre-paid Treatwell Bookings and Overnight Spa Breaks, we will collect payments from Treatwell Customers on your behalf and successful receipt of payment by us from Treatwell Customers will discharge their debt to you. If Treatwell Customers decide to “Pay at Venue”, we will either deduct our Commission from what we owe you or, if we do not hold sufficient funds, the amount payable by you to us will be set out in your Invoice Statement. We will send you an Invoice Statement twice a month which will set out what we owe you for Fulfilled Bookings, what you owe us (e.g. Commission, Processing Fees, your Monthly Subscription Fee, any Sign-Up Fee etc.) and the resulting balance (whether you owe us, we owe you or the balance is settled).
    • If we owe you, we will pay this to your bank account within 3-5 Business Days of the date of the Invoice Statement.
    • If you owe us, we will ask that you pay us within 14 days of the date of the Invoice Statement.
    • If the balance is settled, we will explain on the Invoice Statement that there is nothing further needed.
    • You also grant us ongoing permission under these Partner Terms of Business to deduct any outstanding balance by way of direct debit from your bank account, details of which you have provided to us.

If you have any issues with paying your outstanding balance within the required timeframe, please get in touch as soon as possible.
Please note that the Sign-Up Fee is non-refundable.

  • Whether a Treatwell Booking or a redeemed eVoucher Booking is treated as a New Booking or a Repeat Booking (and therefore whether Commission or a Processing Fee is chargeable) depends on when the Customer last had a Successful Appointment (see definition below) at your venue and whether they exist in your Customer Database and if so, when they were created in the Customer Database. A Customer will be identified using their (1) email address; or (2) phone number, together with their first name. Widget Bookings will always be subject to a Processing Fee, not Commission and Overnight Spa Breaks will be subject to Commission agreed between the parties via email or in the Cooperation Agreement.
  • New Bookings include those where the Customer has not had a Successful Appointment in the last 365 days and Repeat Bookings include those where the Customer has had a Successful Appointment in the last 365 days. It is very important that you read the full definition of New and Repeat Bookings which can be found in clause 2 of the Partner Terms of Business.
  • You may choose to receive our “point of sale” software module which is fully integrated with Connect (Treatwell POS Software), and/or accompanying cash drawer with integrated receipt printer (Star Micronics mPOP) (Treatwell POS Hardware). In order to receive Treatwell POS Software, Partners must elect to do so in the Cooperation Agreement or otherwise and must indicate whether they also want to receive Treatwell POS Hardware. The Fee for Treatwell POS Hardware must be paid to Treatwell in advance. It is very important that you read the full terms which apply to Treatwell POS in clause 5 of the Partner Terms of Business prior to ordering.
  • You are responsible for the Partner Services which you provide to Customers in your spa/ salon and the contract for those Partner Services is between you and the Customer. We are in no way liable to Customers for the Partner Services they receive from you.
  • You have a number of obligations to Treatwell in return for receiving the Treatwell Services. These are set out in detail in the full version but some important ones are as follows:
    • You agree to pay all applicable Charges (e.g. Commission, Processing Fees, Sign-Up Fee etc.). Please note that VAT will be applied to all Charges.
    • You agree not to solicit Customers to make Bookings otherwise than through the Website, Distribution Channels or Widget (as applicable).
    • You agree to process and supply the Partner Services to the highest industry standards.
    • You must at all times provide the Partner Services on the Website and App at the same prices you offer on your own website. For the avoidance of doubt, you are permitted to offer lower prices or special offers to closed groups of individuals (both online and offline), directly in your salon and on alternative online sales platforms.
    • You must ensure that you have all licenses, consents, qualifications, authorities & insurance that are required for you to perform the Partner Services.
    • You must ensure that all Partner Content uploaded to your Page(s) is accurate, not misleading and legally compliant.
  • Your cancellation and rescheduling terms in respect of Treatwell Bookings, eVoucher Bookings and Overnight Spa Breaks must comply with our Booking Terms and Conditions found here www.treatwell.ie/info/booking-terms-and-conditions/ and with clause 6 of the full version of the Partner Terms of Business. In particular, you must include the following terms:
    • Treatwell Bookings: Customers should be allowed to reschedule or cancel up until 24 hours before the time of the appointment.
    • eVoucher Bookings: Customers may cancel eVoucher Bookings or redeem their eVoucher for a different Partner Service and/or with a different Partner, at any time prior to expiry. The Partner has no rights to an eVoucher Booking until it has been redeemed in Connect.
    • Overnight Spa Breaks: It is your choice whether you allow Customers to cancel or reschedule Overnight Spa Breaks or not. You may choose to apply the same terms as you apply to Treatwell Bookings i.e. cancellation or rescheduling permitted up to 24 hours prior to the time of the appointment or you may decide that cancellation and rescheduling of Overnight Spa Breaks is completely prohibited.
    • In respect of Widget Bookings, Treatwell is solely a technology provider and does not act as commercial booking agent. As all Widget Bookings are Pay At Venue Bookings, Customers are able to cancel Widget Bookings up until the time of the appointment and no contract is created between the Customer and the Partner until the appointment takes place. Confirmation and reminder emails will be sent to Widget Customers from Connect on behalf of the Partner but the Partner is responsible for providing the Partner Services to the Customer and handling any cancellations or rescheduling directly with the Customer. Treatwell has no further involvement in the Widget Booking process and solely provides the technology to facilitate Widget Bookings to be made.
    • If you want to talk to us, please get in touch with our team and we’d be happy to help:

Email: support@treatwell.ie
Post: Treatwell, Fairfax House, 15 Fulwood Place, London, WC1V 6HU
Tel: (+353) 01 5360825

(BELOW IS THE FULL VERSION)

Please read these Partner Terms of Business (as well as the Booking Terms and Conditions) carefully before you begin using the Treatwell Services as these will apply to your relationship with Treatwell. We recommend that you print a copy of these Partner Terms of Business for future reference. If you do not agree with these Partner Terms of Business, you must not use the Treatwell Services.

  1. DEFINITIONS
    • Affiliate” means in relation to Treatwell any entity that from time to time directly or indirectly controls, is controlled by, or is under common control with Treatwell;
    • Agreement” or “Partner Terms of Business” means this agreement, together with the Cooperation Agreement, which sets out the terms and conditions upon which Treatwell shall provide the Treatwell Services to the Partner and which comes into effect on the Effective Date;
    • App” means the Treatwell marketplace booking application on Android or iOS;
    • Booking” means any booking made by a Customer for any of the Partner Services and whether made via the Website, the Distribution Channels or the Widget, including but not limited to Treatwell Bookings, eVoucher Bookings, Overnight Spa Breaks and Widget Bookings;
    • Booking Terms and Conditions” means Treatwell’s booking terms and conditions in relation to the Partner Services offered on the Website and available here www.treatwell.ie/info/booking-terms-and-conditions/;
    • Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
    • Commission” means the commission payable by the Partner to Treatwell as set out in the Cooperation Agreement and calculated based on the total amount payable by a Treatwell Customer for a Treatwell Booking;
    • Charges” means the Commission and the Fees;
    • Checkbox” has the meaning set out in clause 2.6;
    • Connect” means the “Treatwell Connect” software licensed to the Partner under this Agreement as one of the Treatwell Services, which may include the Treatwell POS Software;
    • Cooperation Agreement” mean the agreement signed by Treatwell and the Partner confirming both parties’ acceptance of this Agreement, the Sign-Up Fee, the Commission and any other Charges;
    • Customer” means any person who purchases or receives the Partner Services via the Website, App or other Distribution Channels, including but not limited to a Treatwell Customer, a Widget Customer or a Partner Customer;
    • Customer Database” means the Partner’s database of Customers in Connect;
    • Data Protection Legislation” means European Directives 95/46 and 2002/58/EC and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them (including the General Data Protection Regulation) and all other applicable laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction;
    • Distribution Channels” means any third party website or other media through which the Treatwell Services are from time to time advertised to Customers;
    • eCRM Service” means the email marketing functionality within Connect which may from time to time be offered as one of the Treatwell Services in return for the applicable Fees;
    • Effective Date” means the earlier of (a) the Partner beginning to receive the Treatwell Services, (b) the date on which the Partner ticks the box to confirm its acceptance of this Agreement in Connect or, (c) the date the Cooperation Agreement is signed by the Partner to confirm its acceptance of this Agreement;
    • eVoucher Booking” means a booking for an electronic voucher which the Customer can redeem with a Partner at a later date. eVoucher Bookings may be cancelled by the Customer at any time prior to their expiry or may be redeemed at any time prior to expiry, with a different Partner and/or for a different Partner Service;
    • Fees” means the Sign-Up Fee and any other fees (+ VAT) payable by the Partner in order to receive the Treatwell Services, as set out in the Cooperation Agreement, any addendum to this Agreement and/or in emails between Treatwell and the Partner;
    • Fulfilled Booking” means a Booking in respect of which the Partner has successfully provided the Partner Services to the Customer and, in the case of eVoucher Bookings only, the Partner has also redeemed the eVoucher in Connect either by:
      • clicking “Redeem an eVoucher” in Connect following the provision of the Partner Services to the Customer and inserting the unique voucher code in respect of that eVoucher into Connect; or
      • by adding an appointment into Connect prior to the provision of the Partner Services by clicking “Use an eVoucher”, inserting the unique voucher code in respect of that eVoucher into Connect and subsequently completing the provisions of the Partner Services to the Customer;
    • "General Data Protection Regulation" or "GDPR" means Regulation (EU) 2016/679.
    • Indemnified Third Party” has the meaning set out in clause 10.8;
    • Intellectual Property Rights” means all intellectual property rights on a world-wide basis whether currently in existence or otherwise and whether vested or contingent including (without limitation) copyright (including foreign language translation rights), design rights, database rights, rights in any domain names, registered designs, patents, trade marks, trade names, signs and other designations provided the foregoing are of a proprietary nature and all similar rights whether registered or otherwise (including, without limitation, all extensions, reversions, revivals and renewals thereof). The above shall include, in relation to registrable rights, any applications made or rights to make applications in respect of any such rights;
    • Matching Customer” means a Customer whose email address or telephone number together with first name matches more than one Customer in the Customer Database;
    • Material Breach” means a breach (including an anticipatory breach) which is not minimal or trivial in its consequences to Treatwell, including but not limited to a breach of clauses 6.1, 6.2, 6.5, 6.7, 6.12, 6.13, 9, 10.5 and/or 11. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding;
    • New Booking” has the meaning set out in clause 2.6;
    • Overnight Spa Break” means a booking for an overnight stay at a spa/hotel purchased or booked via the Website;
    • Page(s)” means the internet page or pages and contents of the Partner’s designated section of the Website or Distribution Channels (including the Partner’s Treatwell “homepage” and each page for the Partner Services offered on the Website) along with any applicable page or pages and contents of the Partner’s own website(s) or other website(s) where the Widget is used, including any Partner Site;
    • Partner Customer” means a Customer who books Partner Services directly with the Partner and not using the Website, App or Widget but whose details are stored in Connect either in the Customer Database or by adding an appointment in Connect or otherwise;
    • Partner Services” means the spa, beauty , hair and/or other goods and services which the Partner is in the business of providing and supplying to Customers and which are marketed to Customers by the Partner through use of the Treatwell Services;
    • Partner Site” means a customisable website powered by Connect and offered as one of the Treatwell Services for a Fee, and containing a “Book Now” button connecting Customers to the Widget, hosted at a unique subdomain address on mytreatwell.ie or, at the discretion of Treatwell, on the Partner’s own domain;
    • Partner Content” means any information, documentation, equipment, software, photographs, domain name (to the extent used to host a Partner Site), Partner Site customised skin/theme or other material (which may include the Partner name, logo and any other brand features and Intellectual Property Rights) which may be published on the Page(s) pursuant to this Agreement;
    • Pay at Venue Booking” means a Booking made using the “Pay At Venue” option and therefore not paid for at the time of booking but instead on attending the appointment;
    • Photography Service” means the photography service that may be provided to Partners by Treatwell pursuant to the terms and conditions set out in clause 4 of this Agreement;
    • Pricing Change Notice” has the meaning set out in clause 2.4;
    • Processing Fee” means the amount to be paid by the Partner to Treatwell for Repeat Bookings and Widget Bookings, as set out in the Cooperation Agreement;
    • Repeat Booking” means a Treatwell Booking or a redeemed eVoucher Booking that does not fall under the definition of New Booking as defined in clause 2.6;
    • Sign-Up Fee” means the non-refundable fee (+ VAT) charged by Treatwell to the Partner on the Partner signing up to receive the Treatwell Services, to be paid via electronic card payment and as set out in the Cooperation Agreement;
    • Successful Appointment” means an appointment in Connect (either by way of a Treatwell Booking, Widget Booking, eVoucher Booking or a booking made directly with the Partner) in respect of which the Partner has successfully provided the Partner Services to the Customer and in the case of eVoucher Bookings only, the Partner has also redeemed the eVoucher in Connect. The date of redemption in Connect will be the date on which the Successful Appointment is deemed to have taken place;
    • Treatwell” means Treatwell IE, a branch registered in Ireland under number 567619 being a branch of Hotspring Ventures Limited, a company registered in England under company number 06457679 and whose registered office is at 16 Charles II Street (c/o Calder & Co), London SW1Y 4NW, with VAT registration number 92804721;
    • Treatwell Booking” means a booking made on the Website or App where at the time of making the booking the Customer chooses a time and/or date at which to receive those Partner Services (including where the “Pay at Venue” option is used), not including Overnight Spa Breaks;
    • Treatwell Customer” means a Customer who books via the Website or App (either a Treatwell Booking, an eVoucher Booking or an Overnight Spa Break);
    • Treatwell Photographer” means an independent photographer whose services are contracted for by Treatwell and who may be instructed by Treatwell to provide the Photography Service to a Partner;
    • Treatwell POS” means Treatwell POS Software and/or Treatwell POS Hardware;
    • Treatwell POS Hardware” means the accompanying hardware to the Treatwell POS Software which may include a cash drawer with integrated receipt printer (Star Micronics mPOP), details of which will be set out in the Cooperation Agreement;
    • Treatwell POS Software” means the “point of sale” software module which is fully integrated with Connect;
    • Treatwell Services” means the benefits and services a Partner may receive from Treatwell, as set out in the Cooperation Agreement, any addendum to this Agreement and/or in emails between Treatwell and the Partner, in return for paying the Charges to Treatwell;
    • Website” means the website at www.treatwell.ie;
    • Widget” means the web interface owned and provided by Treatwell via Connect as one of the Treatwell Services, embedded on each Partner Site and which the Partner may embed on its own website and/or social media channel(s), and through which Customers can make bookings with the Partner directly (subject to a Processing Fee, as set out in the Cooperation Agreement);
    • Widget Booking” means a booking made on the Widget;
    • Widget Customer” means a Customer who makes a Widget Booking.
  2. TREATWELL SERVICES AND CHARGES
    1. In consideration of payment by the Partner of the Charges and the Partner performing all of its other obligations herein and subject to this Agreement, Treatwell shall provide the applicable Treatwell Services to the Partner, which shall (unless otherwise agreed) include a personal, non-exclusive, non-transferable and fully revocable licence to use Connect, the terms of which are set out at Clause 3.
    2. In respect of all Treatwell Bookings, eVoucher Bookings and Overnight Spa Breaks, Treatwell shall act and is hereby appointed as agent at law for the Partner to conclude those Bookings with a Customer and (where applicable) collect and process payments on behalf of the Partner. Nothing herein shall prevent or limit the Partner from remaining fully responsible and liable for their provision and supply of Partner Services to Customers. Treatwell is solely a technology provider with respect to Widget Bookings and has no direct relationship with the Widget Customer in respect of Widget Bookings.
    3. Where a Partner has elected to receive Treatwell Services which attract Fees, if it wishes to cease receiving one or more of those Treatwell Services, the Partner must give Treatwell at least 30 days’ notice in writing and will remain liable to pay any applicable Fees for the duration of the notice period.
    4. Treatwell may in its sole discretion, change the amount of any Fees and/or the rate of Commission at any time on 30 days’ notice to the Partner (“Pricing Change Notice”). The Partner’s continued use of the Treatwell Services after receipt of such Pricing Change Notice will be deemed acceptance of the new Fees and/or rate of Commission.
    5. Whether a Treatwell Booking or a redeemed eVoucher Booking is treated as a New Booking or Repeat Booking (and therefore whether Commission or a Processing Fee is chargeable) depends on when the Customer last had a Successful Appointment at the Partner’s venue and whether the Customer exists in the Customer Database and, if so, when they were created. A Customer will be identified using their (1) email address; or (2) phone number together with their first name. Widget Bookings will always be subject to a Processing Fee, not Commission and Overnight Spa Breaks will be subject to Commission as agreed separately via email or in the Cooperation Agreement.
    6. A Treatwell Booking or a redeemed eVoucher Booking will be regarded as a New Booking if the Customer:
      1. does not exist in the Customer Database at all (except where the Customer indicates via the checkbox on booking (the “Checkbox”) that they have visited the Partner in the last 365 days, in which case it will be a Repeat Booking); or
      2. was created in the Customer Database more than 365 days ago and has not had a Successful Appointment at the Partner’s venue in the last 365 days; or
      3. was created in the Customer Database less than 365 days ago as a result of an appointment which was not or has not yet become a Successful Appointment. In all other cases, a Treatwell Booking or a redeemed eVoucher Booking will be considered a Repeat Booking.

        Where a Customer indicates via the Checkbox whether or not they have visited the Partner in the last 365 days, this will always be verified against the Customer Database which will take precedence over the Checkbox.

    7. In the case of a Matching Customer, the Customer and the Matching Customer will be merged together and the most recent Successful Appointment will be used to determine whether a Treatwell Booking or a redeemed eVoucher Booking is a New Booking or a Repeat Booking.
  3. CONNECT, TREATWELL POS, WIDGET AND PARTNER SITE LICENCE
    1. Subject to payment of applicable Charges, the Partner may use Connect, Treatwell POS, the Widget and/or the Partner Site for the purpose of processing Bookings of Partner Services for and on behalf of itself only.
    2. The Partner’s use of Connect, Treatwell POS, the Widget and/or the Partner Site is at the Partner’s sole risk. The service is provided on an “as is” and “as available” basis.
    3. Technical support is provided by email primarily and is a benefit for the Partner, but is not a right of the Partner.
    4. The Partner understands and accepts that:
      1. Treatwell uses third party vendors and hosting partners to provide the hardware, software, networking, storage, and related technology required to run Connect, Treatwell POS, the Widget and the Partner Site;
      2. Treatwell shall have administrator access to all parts of Connect, including those parts that have been specifically tailored for the Partner;
      3. Treatwell will track, using third party tools such as Google Analytics and Snowplow, the Partner’s use of, and the Partner’s employees’ use of, Connect. The tracking will cover each single interaction the user has and the technical details of the browser and device being used and will include but not be limited to (a) appointment creation, (b) editing employees, and (c) viewing the calendar. This tracking will assist Treatwell in understanding how Connect is used by Partners and will allow Treatwell to develop and improve Connect. The Partner is responsible for alerting its employees that such tracking will take place. References to the tracking are included in Treatwell's Privacy and Cookie Policy here www.treatwell.ie/info/privacy-policy/, which should be brought to the attention of Partner's employees; and
      4. Treatwell will identify on each interface that the Widget and Partner Site are “Powered by Treatwell” and will give Widget Customers the opportunity to opt-in to receiving email marketing from the Partner and Treatwell.
    5. The Partner shall not:
      1. reproduce, duplicate, copy, sell, resell or exploit the whole or any part of Connect, Treatwell POS, the Widget or the Partner Site;
      2. allow any third party (including group companies of the Partner) to use or access Connect (including Treatwell POS) without express prior written permission from Treatwell (which may be denied or granted on such terms as Treatwell in its sole discretion may determine);
      3. send unsolicited emails, SMS or other electronic forms of marketing to Customers via Connect (or otherwise); or
      4. disclose, share or resell any Connect or Treatwell POS login details.
    6. Treatwell does not warrant:
      1. that Connect, Treatwell POS, the Widget and/or the Partner Site will meet the Partner’s specific requirements;
      2. that Connect, Treatwell POS, the Widget and/or the Partner Site will be uninterrupted, timely, secure, or error-free;
      3. that any information or results that may be obtained from the use of Connect or Treatwell POS will be accurate or reliable;
      4. that the quality of any products, services, information, or other material purchased or obtained by the Partner through Connect, Treatwell POS, the Widget and/or the Partner Site will meet the Partner’s requirements or expectations; or
      5. that any errors in Connect, Treatwell POS, the Widget and/or the Partner Site will be corrected.
    7. The Partner expressly understands and agrees that as regards its use of Connect, Treatwell POS, the Widget and/or the Partner Site, subject to clause 14.2, Treatwell shall not be liable for any loss of income or profits, loss of contracts, loss of goodwill, loss of data, or other intangible losses or for any indirect or consequential loss or damage (even if Treatwell has been advised by the Partner of the possibly of such loss or damage) resulting from:
      1. the Partner’s use of, or inability to use, Connect, Treatwell POS, the Widget and/or the Partner Site;
      2. unauthorised access to or alteration of the Partner’s transmissions or data;
      3. statements or conduct of any third party on Connect, Treatwell POS, the Widget and/or the Partner Site; or
      4. any other matter relating to Connect, Treatwell POS, the Widget and/or the Partner Site.
    8. Treatwell will provide the Partner with a user account and password which allows the Partner to access Connect and/or Treatwell POS. The Partner shall safeguard and keep the user account details and password confidential and safely stored and shall not disclose them to any person other than those who need to have access to Connect and/or Treatwell POS and who are aware of the Partner’s obligations to keep those details secure. The Partner shall immediately notify Treatwell of any suspected security breach or improper use, including any use which would breach this Agreement, Treatwell's reasonable instructions given from time to time and/or applicable law.
  4. PHOTOGRAPHY SERVICE

    Treatwell may at its sole discretion offer the Photography Service to Partners under licence for an agreed fee. Where Treatwell provides the Photography Service to a Partner, and provided the Fee has been paid in full by the Partner to Treatwell, the following additional terms and conditions shall apply:
    1. No warranties or guarantees are made about the quality of the photographs taken by the Treatwell Photographer (the “Photos”) and/or their content or layout. It will be the responsibility of the Partner to ensure that all necessary persons (if any) to be photographed are present at the appointment with the Treatwell Photographer (the “Appointment”), to ensure that all consents to be photographed have been obtained from those who appear in Photos and to agree with the Treatwell Photographer that the set up and content of the Photos are to the Partner’s satisfaction.
    2. The Partner may only use and publish the Photos on the following media: the Website, App, the Distribution Channels (to the extent applicable) and on the Partner’s own website and social media pages. For the avoidance of doubt, the Photos may not be used on any other online marketplace on which the Partner advertises the Partner Services. No editing of the Photos is permitted and Partners are strictly prohibited from removing any of Treatwell’s copyright notices from the Photos.
    3. The Partner hereby acknowledges and agrees that the Photos are used under a non-exclusive and non-assignable licence that will automatically cease if the Partner leaves the Treatwell platform. With the exception of the rights under that licence, the Partner will not have any Intellectual Property Rights in the Photos. All Intellectual Property Rights in the Photos will be owned by Treatwell. For the avoidance of doubt, Treatwell may utilise the Photos in any of its own advertising and marketing campaigns, on the Website, Distribution Channels & social media channels and for any other purpose that it deems fit.
    4. The Partner may not print, distribute, use, publish, exploit, edit, crop, alter or otherwise deal with the Photos except in accordance with clause 4.2 of this Agreement or with the prior written consent of Treatwell, to be given at the sole discretion of Treatwell and which may be subject to further Fees.
  5. TREATWELL POS

    This clause 5 shall only apply to Partners who have ordered Treatwell POS in the Cooperation Agreement or otherwise.
    1. One of the Treatwell Services offered to Partners is the use of Treatwell POS Software and/or Treatwell POS Hardware further details of which will be set out in the Cooperation Agreement (or as otherwise agreed separately between the Partner and Treatwell) and may differ from those set out in this Agreement. Treatwell POS Software and Treatwell POS Hardware shall together be referred to as “Treatwell POS”.
    2. The Fee for Treatwell POS Hardware must be paid by the Partner to Treatwell in advance.
    3. It is the Partner’s responsibility to familiarise itself with the functionality of Treatwell POS and its suitability for the Partner’s business operations. Treatwell makes no guarantee as to the operability of Treatwell POS Software or Treatwell POS Hardware nor their operability together. If the Partner purchases Treatwell POS Software without Treatwell POS Hardware, Treatwell will not be able to provide any support in integrating or setting up Treatwell POS Software with any third party hardware.
    4. The Partner is responsible for its business and therefore also for any legal obligations concerning its business including but not limited to all tax and social security declarations and payments according to applicable law.

      Delivery of Treatwell POS Hardware
    5. The Treatwell POS Hardware shall be delivered to the delivery address indicated by the Partner in the Cooperation Agreement or otherwise by email. Treatwell shall supply the Treatwell POS Hardware within 14 days from receipt of the Fee in full (the “Delivery Period”). The Delivery Period may be extended in the event of circumstances beyond Treatwell’s control including but not limited to labour disputes, employee illness, issues with supply, or force majeure.
    6. On passing the Treatwell POS Hardware to the delivery company, Treatwell’s obligations to the Partner in respect of delivery are discharged and risk of accidental damage or failed delivery is passed to the Partner at the point of sending. This shall apply irrespective of where the Treatwell POS Hardware is delivered from and/or who pays the delivery costs.

      Defects with Treatwell POS Hardware
    7. Except as otherwise provided for in this Agreement, the Partner’s rights in the event of defects to the Treatwell POS Hardware shall be as provided for by statute. Treatwell accepts no liability for public statements of the manufacturer or other third parties (e.g. advertising claims).
    8. The Partner shall only be able to make defect claims if it has fulfilled its statutory duties of inspection and notification and has reviewed and followed Treatwell’s troubleshooting guide for the Treatwell POS Hardware in detail. If a fault appears upon inspection or later, it must be notified promptly to Treatwell in writing and no later than two weeks from discovering the defect. Notwithstanding the aforesaid duty of inspection and notification, the Partner shall notify obvious defects within two weeks from delivery. Treatwell shall not be liable if the Partner fails to make proper inspection and/or give proper notification of the defect. Treatwell will provide a parcel label for shipping the Treatwell POS Hardware to Treatwell for examination.
    9. The Partner shall have the option of renting temporary Treatwell POS Hardware (“Loan Hardware”) in the interim whilst the Treatwell POS Hardware is inspected which will be sent within three working days after notification of the defect, subject always to availability of Loan Hardware. Treatwell shall charge an exchange Fee of €99.00 (excluding VAT) to the Partner for the Loan Hardware. Treatwell shall refund the exchange Fee to the Partner in full if a defect exists in the Treatwell POS Hardware for which Treatwell is liable. Exchange Fees shall not be refunded in any other case. In return, the Partner shall be obliged to send the Loan Hardware back to Treatwell immediately after Treatwell has eliminated all defects or confirmed no defects for which Treatwell is liable exist.
    10. If defects are found in Treatwell POS Hardware for which Treatwell is liable, Treatwell may either, always at its sole discretion, rectify the fault in the existing Treatwell POS Hardware or provide replacement Treatwell POS Hardware. Remediation shall not encompass either de-installation of the faulty item nor reinstallation if Treatwell was not originally obligated to install it. Treatwell shall always be granted reasonable time and opportunity to remedy defects.
    11. If a defect does exist, any expenses for testing or remediation, in particular transport, travel, labour and materials costs (but not de-installation and installation costs) shall be borne by Treatwell. Otherwise, Treatwell may demand reimbursement of the costs (in particular testing and transport costs and costs of any exchanged device) from the Partner, unless the absence of a fault was not recognisable for the Partner. Even if a defect exists, the Partner shall only have a claim to compensation and/or the reimbursement of fruitless expenditure in accordance with clause 14 of this Agreement, all other such claims shall be excluded.
    12. No defect may be claimed where there is only an insignificant deviation from the agreed quality, where usability is affected only insignificantly, in cases of natural wear and tear or for damage arising after the transfer of risk due to incorrect or negligent handling, overuse, or due to particular outside influences that were not provided for under the contract. If improper maintenance work or changes are made by the Partner or a third party, no defect may be claimed in respect of said work or changes or the consequences thereof.
    13. If remediation fails, the Partner may, without prejudice to any claims for compensation, withdraw from the Cooperation Agreement or choose to stop receiving the Treatwell POS Hardware and paying the associated Fee. Remediation shall be deemed to have failed if two replacement deliveries have also been faulty or if rectification or repair has twice been performed without success.
    14. Claims for defects shall expire 12 months after delivery of the Treatwell POS Hardware to the Partner’s delivery address. The foregoing provision shall not apply insofar as a mandatory longer period is prescribed by law.

      Back-up of Treatwell POS Data
    15. When using Treatwell POS, the Partner shall be responsible for the regular (e.g. daily) back-up of data. Despite regular data back-up, Treatwell cannot guarantee the complete back-up of all data entered into Treatwell POS. Treatwell shall in particular not be liable for losses that arise because the Partner has failed to back up its data. The Partner shall therefore be responsible for taking steps to prevent the potential temporary failure of Treatwell POS. Treatwell cannot guarantee the uninterrupted availability of Treatwell POS. Treatwell shall not be liable for losses, in particular loss of profit, that arise because the Partner has failed to take effective steps to ensure that operation of the business continues in the event of a temporary failure of Treatwell POS.
  6. PARTNER OBLIGATIONS
    1. In consideration of receiving the Treatwell Services, the Partner agrees to pay all applicable Charges to Treatwell and to accept all Bookings and process and supply the Partner Services to the highest industry standards and in line with any specific terms and conditions set out in this Agreement generally, and particularly in this Clause 6. A breach of this Clause 6.1 will be a Material Breach of this Agreement.
    2. The Partner must accept all Bookings and may only decline to accept the same in exceptional circumstances, otherwise the Partner shall be considered to be in Material Breach of this Agreement and may forfeit any payments due to it in connection with this Agreement.
    3. In respect of Treatwell Bookings, eVoucher Bookings and Overnight Spa Breaks, the Partner is obliged to comply with the cancellation and rescheduling policy set out in clause 5 of the Booking Terms and Conditions. These can be viewed in full at www.treatwell.ie/info/booking-terms-and-conditions/. In summary:
      1. Treatwell will offer a refund in respect of eVoucher Bookings cancelled any time prior to their expiry unless the eVoucher has been used to book an appointment or stay or has been redeemed against another purchase. Please note that Customers are entitled to cancel eVoucher Bookings at any time up until expiry or redeem eVouchers for a different Partner Service and/or with a different Partner and the Partner will have no rights to that eVoucher Booking until it has been redeemed in Connect and therefore become a Fulfilled Booking.
      2. Treatwell will offer a refund in respect of Treatwell Bookings which are cancelled (or unable to be rescheduled) provided the relevant appointment is not due to take place in the next 24 hours.
      3. In respect of Overnight Spa Breaks, the Partner may choose to treat such Overnight Spa Breaks in the same way as Treatwell Bookings or may determine that such Overnight Spa Breaks are not capable of cancellation or rescheduling at all.
      4. If a Customer wishes to change the date and/or time of a Treatwell Booking, provided the Customer contacts us to do so at least 24 hours prior to the time of the appointment, the Partner must endeavour to offer the Customer a suitable alternative booking time and/or date. In the event that a Partner is unable or unwilling to fulfil a Treatwell Booking pursuant to a Customer requesting such a change in accordance with this clause 6.3, Treatwell will treat the Treatwell Booking as cancelled by the Customer and will refund the Customer the full amount.
      5. If a Partner wishes to change the date and/or time of a Treatwell Booking, in the event that the Customer is unable or unwilling to agree to such change, Treatwell will treat the Treatwell Booking as cancelled by the Partner and will refund the Customer the full amount. However, if Treatwell deems it reasonable to do so in the circumstances, and at Treatwell’s sole discretion, Treatwell may still require the Partner to pay the applicable amount of Commission that would have been due from the Partner in respect of that Treatwell Booking.
    4. In respect of Widget Bookings, Treatwell is solely a technology provider and does not act as commercial booking agent. As all Widget Bookings are Pay At Venue Bookings, Customers are able to cancel Widget Bookings up until the time of the appointment and no contract is created between the Customer and the Partner until the appointment takes place. Confirmation and reminder emails will be sent to Widget Customers from Connect on behalf of the Partner but the Partner is responsible for providing the Partner Services to the Customer and handling any cancellations or rescheduling directly with the Customer. Treatwell has no further involvement in the Widget Booking process and solely provides the technology to facilitate Widget Bookings to be made. The Partner can select in Connect whether Customers will be given the opportunity to opt-in to email marketing from just the Partner or from the Partner and Treatwell.
    5. The Partner is responsible for ensuring that all Partner Content (especially details of and prices for the Partner Services) that it publishes or provides to Treatwell to publish on the Page(s) is accurate, correct and not misleading. The Partner should only upload photographs to its Page(s) which have been taken at the Partner’s own venue and should always ensure that it has the right to use any such photographs uploaded. Any breach of this clause 6.5 is a Material Breach of this Agreement. If the Partner does not have any photographs available to upload, Treatwell is happy to upload some suitable photographs from its own database so please just let us know.
    6. The Partner acknowledges and agrees that its Page(s) on the Website and App should not contain any contact details, direct references or links to the Partner or its website, app, platform, tool or other devices or to websites, apps, platforms, tools or other devices of third parties.
    7. The Partner must at all times supply the Partner Services on the Website and App at a price which is accurate and conforms with the best available rate offered on the Partner's own website. If a Customer provides proof of a better price available on the Partner's own website for Partner Services booked through the Website or App, Treatwell reserves the right to refund the Customer the difference and to adjust the amount paid to the Partner in connection with those Partner Services accordingly. For the avoidance of doubt, the Partner is permitted to offer lower prices or special offers to closed groups of individuals, both online and offline, e.g. to members of its own loyalty scheme, or directly in the Partner’s venue, and also on other alternative online sales platforms. A breach of this clause 6.7 shall be a Material Breach of this Agreement.
    8. The Partner must ensure that it has obtained the consent of each of its employees and contractors to be advertised on the Website and App to Customers including but not limited to details such as name, expertise, contact details, availability and services offered.
    9. The Partner is solely responsible for ensuring that the information on Connect regarding time and date availability is kept completely up to date so that potential Customers are able to view the accurate time and date availability at the time of making a Booking.
    10. In respect of Treatwell Bookings made using the “Pay at Venue” option, the Commission shall be payable for all such Treatwell Bookings except where a “no show” has been flagged by the Partner on Connect by midnight on the date of the appointment. For the avoidance of doubt, if a “no show” has not been flagged on Connect by midnight on the date of the appointment, the Treatwell Booking will be treated by Treatwell as fulfilled and Treatwell shall be entitled to receive Commission in respect of that Treatwell Booking.
    11. The Partner shall not solicit Customers to make Bookings otherwise than through the Website, Distribution Channels or Widget (as applicable).
    12. Where a Customer makes a Booking and the Partner encourages that Customer to cancel their Booking and make a separate booking directly with the Partner, the Partner shall be in Material Breach of this Agreement.
    13. If Treatwell has reasonable grounds to suspect that the Partner has made or makes any direct or indirect attempt to avoid paying any Charges, for example without limitation, by fraudulently flagging a Fulfilled Booking using the “Pay at Venue” option as a “no show”, this shall be a Material Breach of this Agreement and shall give Treatwell the right, without limiting other remedies available to it, to withhold and retain any payments due to the Partner under this Agreement.
  7. TREATWELL GIFT VOUCHERS AND TREATWELL GIFT CARDS

    Treatwell no longer issues Treatwell gift vouchers. These have been replaced by the Treatwell Gift Card. All issued Treatwell gift vouchers expired on or before 8 June 2015. If you have any queries regarding expired Treatwell gift vouchers, please email support@treatwell.ie.
    Please note that Partners must not accept the Treatwell Gift Card as payment for Bookings. Treatwell Gift Cards can only be redeemed by Customers directly on the Website or App.
  8. CUSTOMER SERVICE AND COMPLAINTS
    1. The Partner shall use best endeavours to provide top quality Partner Services to all Customers and shall promptly deal with any sales enquiries, matters or issues relating to Bookings or potential Bookings including dealing with Customer complaints.
    2. The Partner shall be directly responsible to the Customer for any failure to fulfil the Customer’s expectations or for any other legal liability which arises in respect of the Partner Services, save where such liability arises as a result of Treatwell’s negligence.
    3. Treatwell shall refer any Customer complaints it receives to the Partner and the Partner shall acknowledge all complaints, and shall respond to the relevant Customer within 48 hours of the Partner’s receipt of a complaint (whether the complaint has come directly from the Customer or via Treatwell).
    4. The Partner shall make all efforts to reach a resolution to any complaints within 14 days and must notify Treatwell of any correspondence between the Partner and the Customer relating to the complaint and generally keep Treatwell apprised of its progress and the status of the complaint.
    5. The Partner hereby acknowledges and accepts that the Website and App includes a reviewing platform, upon which Customers may post publicly viewable reviews about their experiences with Treatwell and with the Partner (particularly in relation to the Partner Services) (“User Generated Content”) and that a selection of reviews from preceding months will also be made available on the Partner Site (if applicable). The Partner should note that this platform may not be opted out from and may from time to time contain negative reviews and/or feedback from Customers, which is outside Treatwell’s control. There is an option for the Partner, if they are the subject of any User Generated Content, to reply to reviews about them. However, any content the Partner posts in response to User Generated Content must be polite and professional and non-threatening or confrontational, and it may be subject to review by Treatwell (and may be removed or amended in Treatwell’s sole discretion if Treatwell deems it reasonably necessary to do so). For the avoidance of doubt, the Partner shall have no right to any remedy (including without limitation, any right to terminate this Agreement) as a result of any User Generated Content naming or referring to the Partner. However, if the Partner, acting reasonably, feels that any User Generated Content is defamatory of the Partner or any person or in some other way is a violation of any person’s legal rights, the Partner may flag and report that User Generated Content to Treatwell. In such case, Treatwell shall review the same and in its sole discretion take any action it deems necessary or desirable (including, for example, removing or amending the relevant piece of User Generated Content).
  9. CUSTOMER DATA
    1. For the purposes of this clause, “data controller”, “data processor”, “data subject”, “personal data”, “process”, “processing” and “appropriate technical and organisational measures” shall be interpreted in accordance with applicable Data Protection Legislation.
    2. Treatwell and the Partner each acknowledge that, for the purposes of the Data Protection Legislation:
      1. in respect of Partner Customers’ personal data, the Partner is the data controller and Treatwell is the data processor;
      2. in respect of Treatwell Customers’ personal data, the Partner and Treatwell each act as independent data controllers; and
      3. in respect of Widget Customers’ personal data, the Partner is data controller and Treatwell is data processor, with the exception of personal data of Widget Customers (i.e. name and email address) which is collected by Treatwell and the Partner at checkout via an opt-in for each of their own individual email marketing purposes where they each act as independent controllers.
    3. Where Treatwell and the Partner are independent controllers, each acknowledge and agree that:
      1. save as is required by this clause 9, each party is responsible for its own compliance with Data Protection Legislation, including the GDPR;
      2. the Partner must promptly (and in any event within 24 hours of the Partner or its employees becoming aware of the matter) notify Treatwell of any accidental or intentional damage, alteration, destruction, unauthorised disclosure, loss, misuse or theft of or to the personal data of any Treatwell Customer or Widget Customer which the Partner has access to (“Security Incident”). Partner shall provide full cooperation and prompt assistance to Treatwell in respect of its efforts to (i) investigate, remediate, and mitigate the effects of the Security Incident, and (ii) comply with notification obligations to individuals, clients or regulatory authorities;
      3. Partner must not do, or omit to do, and must ensure that its personnel and other representatives do not do or omit to do, anything that would cause (or may be reasonably expected to cause) Treatwell or its Affiliates to be in breach of any provision of any Data Protection Legislation and take all reasonable steps to ensure the reliability of its employees and agents who may have access to the personal data and ensure that such staff and agents are informed of the confidential nature of the personal data and have undertaken training in the laws relating to handling personal data;
      4. Partner agrees to implement and maintain appropriate technical and organisational measures in respect of its processing of the personal data sufficient to comply with the Data Protection Legislation and to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damages, theft, alteration or disclosure;
      5. Partner agrees to only process personal data of Treatwell Customers and Widget Customers for the purpose of providing the Partner Services to such Customers and, in the case of Treatwell Customers and Widget Customers who have expressly agreed by way of opt-in consent to receiving email marketing via the eCRM Service, for the purposes of email marketing and in all cases only whilst receiving the Treatwell Services; and
      6. should Partner, its affiliates or its suppliers need to transfer the personal data of Treatwell Customers and/or Widget Customers to locations outside the European Economic Area, Partner takes full responsibility (and accepts full liability) for ensuring that such personal data is processed fully in compliance with Data Protection Legislation.
    4. Where the Partner is data controller and Treatwell is data processor, in respect of Partner Customers’ personal data and Widget Customers’ personal data (except in respect of email marketing of Widget Customers where the Partner and Treatwell are independent data controllers), such personal data shall be processed by Treatwell in accordance with the obligations of Article 28 of the GDPR, subject to the provisions of clause 9.9 below and subject to Treatwell being able to charge the Partner for providing any assistance not expressly specified as a service requirement of Treatwell under this Agreement.
    5. Treatwell reserves the right to process Customer personal data as set out in its Privacy and Cookie Policy currently here www.treatwell.ie/info/privacy-policy/ (as may be updated from time to time) and the Partner hereby irrevocably and unconditionally agrees and consents to the processing of such personal data by Treatwell and further warrants that each Partner Customer has been informed how Treatwell will process their personal data. Without limiting Partner’s obligations elsewhere in this Agreement, the Partner undertakes promptly to include any information reasonably requested by Treatwell in its website privacy policy or other Partner Customer literature to assist each party in compliance with Data Protection Legislation.
    6. The Partner acknowledges that ownership of all Intellectual Property Rights in Treatwell Customer, Widget Customer and Partner Customer personal data in Connect shall vest in Treatwell or its Affiliates and Partner irrevocably and unconditionally assigns with full title guarantee all such rights to Treatwell. Treatwell grants the Partner a non-exclusive license to use such personal data to operate its business subject to Partner's on-going compliance with the provisions of this Agreement.
    7. Where the Partner is receiving the eCRM Service, the Partner may send marketing or promotional communications to Treatwell Customers and Widget Customers whose details are stored in Connect and who have given their consent via an ‘opt-in’ box on signing up to receive the Treatwell Services or when booking Partner Services via the Partner Site and/or Widget, to receive marketing or promotional communications from any Partner from whom they book Partner Services and/or specifically from the Partner with which they are booking.
    8. The Partner undertakes and warrants that it will only process the personal data of Partner Customers in compliance with Data Protection Legislation and in particular that it, its employees, its partners and its suppliers will only send marketing or promotional communications to Partner Customers who have given their consent to receive the same. The Partner’s use of the personal data of Partner Customers is undertaken at the Partner’s sole risk with Partner being responsible and liable for ensuring it, its employees’, its partners’ and its suppliers’ use fully complies with all applicable Data Protection Legislation.
    9. In the event that a Customer notifies the Partner or one of its employees that it does not wish to receive further marketing materials from Treatwell and/or its Affiliates, the Partner shall promptly (and in any event no later than 48 (forty eight) hours from being so informed) notify Treatwell with full details of the same in writing so that Treatwell can honour such request.
    10. In the event that a data subject makes a request to either party to exercise one or more of the rights afforded to data subjects under Data Protection Legislation then to the extent that either party reasonably requires input or assistance from the other party in order to give effect to any of the rights afforded, that other party shall provide all such input or assistance within a reasonable timeframe with each party meeting their own costs in doing so;
    11. In the event that either party receives a request from a data protection authority for information relating to this Agreement or the relationship between the parties, that party shall promptly notify the other unless prohibited by law.
    12. Any breach of this Clause 9 by the Partner will be a Material Breach of this Agreement.
    13. The Partner will indemnify and hold Treatwell and its Affiliates harmless against all losses, claims, costs, damages or proceedings suffered or incurred by Treatwell and/or its Affiliates arising out of or in connection with the Partner's breach of this clause 9.
    14. This Clause in its entirety shall survive the termination or expiry of this Agreement.
  10. PARTNER WARRANTIES, LICENSE TO TREATWELL AND INDEMNITY
    1. The Partner shall provide Treatwell with any Partner Content it reasonably requires to be provided with in order to supply the Treatwell Services.
    2. The Partner hereby grants Treatwell a non-exclusive, royalty free and worldwide right and license (or sublicense as applicable) to use, reproduce, distribute, sublicense, communicate and make available the Partner Content pursuant to this Agreement and which are necessary for Treatwell to exercise its rights and perform its obligations under this Agreement.
    3. Treatwell may sublicense, make available, disclose and/or offer the Partner Content to Affiliates and third parties (Third Party Platforms). In no event shall Treatwell be liable to the Partner for any acts or omissions on the part of any Third Party Platforms. The sole remedy available to the Partner in respect of such Third Party Platforms is to (a) request Treatwell (which has the right and not the obligation) to disable and disconnect with such Third Party Platform in respect of the Partner; or (b) terminate this Agreement, in accordance with Clause 12.
    4. The Partner hereby grants Treatwell the right to:
      1. remove, edit, cut-down or otherwise amend Partner Content published on any Pages, including without limitation where such Partner Content does not, in Treatwell’s reasonable opinion, comply with the warranties at Clause 10.5 or is otherwise in breach of the terms of this Agreement; and
      2. make use of search engine optimisation services, pay-per-click advertising, and other mechanisms that embody, incorporate or quote (in whole or part) the trading name of the Partner or any brands used in connection with the Partner Services.
    5. The Partner warrants, represents and undertakes that:
      1. all Partner Content it supplies to Treatwell in connection with this Agreement and/or publishes (or provides to Treatwell for publication) on the Website (and the Distribution Channels, if applicable) will be accurate in all material respects and shall not infringe any other person’s rights (including Intellectual Property Rights) or be defamatory, unlawful, offensive, threatening, or pornographic or otherwise falling below general standards of taste and decency; and
      2. it shall comply with all applicable laws and advertising regulations in the marketing, sale and provision of the Partner Services and shall obtain all licences, consents, authorities, qualifications and insurance it is either necessary or reasonably prudent for the Partner to obtain in respect of all its business activities and personnel (but especially in connection with the provision of Partner Services).
    6. Any breach of the warranties in clause 10.5 will be a Material Breach of this Agreement.
    7. The Partner hereby agrees to indemnify, keep indemnified and hold harmless Treatwell and its officers, directors and employees, from and against any and all claims, demands, obligations, actual or alleged causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), expenses associated therewith (including the payment of reasonable legal charges and disbursements) and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis)) and all other reasonable professional costs and expenses arising out of or in connection with any breach by the Partner of any term of this Agreement or arising out of any action brought by any third party relating to the Partner Services provided (or not provided), or actions (or failures to act), of the Partner or any person (other than Treatwell) acting on its behalf, including, without limitation any action brought in connection with any Data Protection Legislation, Partner Content or a Customer visit to the Partner's venue.
    8. The Partner acknowledges that Treatwell enters into this Agreement for its own benefit but also as an agent for the benefit and on behalf of each of its officers, directors and employees (each an “Indemnified Third Party” and, collectively, the “Indemnified Third Parties”) and that the rights in respect of indemnification set out in Clause 10.7 shall be rights and benefits of each such Indemnified Third Party (as if, in each case, a party to this Agreement in its own right). Such rights shall be enforceable under this Agreement by Treatwell as agent for each such Indemnified Third Party. Notwithstanding the foregoing, the Partner and Treatwell may agree in writing to amend any provision of this Agreement without the consent of any of the Indemnified Third Parties, even if that amendment affects or will affect the rights conferred on any Indemnified Third Party hereunder.
    9. This Clause shall survive the termination or expiry of this Agreement.
  11. PAYMENT TERMS
    1. Treatwell will issue an invoice statement to the Partner twice a month (the “Invoice Statement”) which will set out, in the account summary at the top of the Invoice Statement (the “Account Summary”):
      1. the balance carried over from the previous Invoice Statement, if any;
      2. what Treatwell owes the Partner in respect of Fulfilled Bookings in the period since the last Invoice Statement;
      3. what the Partner owes Treatwell in respect of Charges since the last Invoice Statement (e.g. Sign-Up Fee, Commission etc.) such amounts to be deducted from any amount owed at 11.1(b) above); and
      4. the resulting account balance (the “Closing Balance”) payable either by Treatwell to the Partner or the Partner to Treatwell.
    2. The Invoice Statement will also itemise all categories of Bookings and Charges including:
      1. Fulfilled Bookings where the Customer prepays the total amount payable;
      2. Fulfilled Bookings made using the “Pay at Venue” option;
      3. Widget Bookings;
      4. Charges payable to Treatwell by the Partner which are not directly tied to a collection by Treatwell of payment for a specific Booking from a Customer (that is, where the Sign-Up Fee is due or where such other Charges or amounts are from time to time payable by the Partner to Treatwell); and
      5. Cancellations.
    3. If the Closing Balance is negative, Treatwell will transfer the Closing Balance to the Partner within 3 to 5 Business Days of the date of the Invoice Statement and no further action in respect of that Invoice Statement will be required by the Partner.
    4. If the Closing Balance is positive, the Partner will be required to transfer the Closing Balance to Treatwell within 14 days of the date of the Invoice Statement to the account details listed in the Invoice Statement by whichever means the Partner chooses out of those made available by Treatwell at the relevant time and which may include any and all of bank transfer, credit card, direct debit mandate and/or recurring payment set-up. If the Partner has any concerns regarding the Invoice Statement or its ability to transfer the Closing Balance within the required timeframe, the Partner should contact Treatwell as soon as possible.
    5. If the Closing Balance is zero, the Invoice Statement will state that the Closing Balance is settled and there is nothing further for Treatwell or the Partner to do in respect of that Invoice Statement.
    6. In respect of pre-paid Treatwell Bookings and Overnight Spa Breaks, the following terms and conditions shall apply:
      1. Treatwell receives pre-payments from Customers as the Partner's commercial agent and the Customer's debt to the Partner in respect of that shall be discharged when the pre-payment is received by Treatwell;
      2. unless otherwise agreed in writing between Treatwell and the Partner, any onward payment of amounts collected by Treatwell and due to the Partner will be strictly subject to the Partner having provided the Partner Services pursuant to a Booking in accordance with this Agreement;
      3. subject to clause 11.6(b) above being satisfied by the Partner, onward payment of any Closing Balance will be payable by Treatwell or the Partner, as applicable, in accordance with clause 11.3 or 11.4 above.
      4. For the avoidance of doubt, payment in respect of eVoucher Bookings will only be made by Treatwell if the Partner correctly inserts the unique voucher code in respect of that eVoucher into Connect.
    7. The Partner shall make all payments due to Treatwell in accordance with clause 11.4 without any deduction whether by way of set-off, withholding, counterclaim, discount or otherwise. If any sum due from the Partner to Treatwell under these terms is not paid on or before the due date for payment, all sums owing by the Partner to Treatwell shall become due and payable immediately and without prejudice to any other right or remedy available to Treatwell, Treatwell shall be entitled to:
      1. suspend or terminate its provision of the Treatwell Services and this Agreement, including disabling the Partner’s listing on the Website and App, until arrangements as to payment or credit have been established which are satisfactory to Treatwell;
      2. charge the Partner the cost of obtaining judgment or payment, to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure; and
      3. where the Partner has multiple venues with Treatwell, offset the sums due from Partner to Treatwell against payments due by Treatwell to the Partner in relation to those other venues.
    8. The Partner shall be responsible for any refunds, chargebacks, banking charges or other administrative expenses (“Bank Charges”) incurred by Treatwell as a result of Partner’s failure to notify Treatwell in advance of changes in payment details and/or arrangements, including but not limited to:
      1. bank account details;
      2. cancellation of a direct debit mandate;
      3. insufficient funds;
      4. card expiry
    9. Treatwell reserves the right to deduct any sums payable to Treatwell by the Partner and any such Bank Charges, from any balance collected by Treatwell on behalf of the Partner, prior to onward payment of any Closing Balance to the Partner.
    10. The Partner hereby grants permission and a continuous authorisation for the settlement of outstanding amounts owed by the Partner to Treatwell (such as but not limited to: Sign-Up Fees, Processing Fee, and Commission) via direct debit, meaning an instruction given by the Partner to its bank such that Treatwell is authorised to collect outstanding amounts directly from the bank account of the Partner. If the settlement does not succeed or there are no outstanding funds available, Treatwell will pay the amount due to the Partner, deducting the outstanding amounts owed to Treatwell from the next Invoice Statement.
    11. All payments due from Treatwell to the Partner shall be made via bank transfer using the bank details provided by the Partner to Treatwell in Connect (and as set out in the Invoice Statement) and it is the Partner’s responsibility to ensure that these details are correct. Treatwell will only make payments due to the Partner directly to the Partner and cannot make payments to any third party. The Partner shall fully indemnify Treatwell and hold Treatwell harmless against any losses, damages or claims arising out of the Partner’s failure to notify Treatwell of a change of bank account details including but not limited to any Bank Charges incurred by Treatwell as a result.
    12. Treatwell reserves the right to charge interest on all amounts payable to Treatwell from the Partner which are not paid by the relevant due date at the annual rate of 4% above the official base rate from time to time of the Bank of England. Such interest will accrue on a daily basis from the date on which payment became overdue up to the date on which Treatwell receives the full outstanding amount together with all accrued interest.
    13. In the event of a dispute between Treatwell and the Partner, any undisputed amount of Commission will be paid in accordance with this clause 11 to Treatwell. The Partner must notify Treatwell of its disagreement within 14 days of receipt of the Invoice Statement setting out in detail the reason. If the Partner fails to do so, the Invoice Statement shall be deemed accepted by the Partner.
    14. The Partner is responsible for withholding and reporting taxes applicable to the Commission in accordance with all applicable laws and the requests of the relevant tax authorities, including for any interest and penalties imposed for late payment or failure to withhold. If required, the Partner shall be solely responsible for agreeing with the relevant tax authorities on the tax treatment of the Commission. The Partner shall on the request of Treatwell provide copies of tax payment certificates and/or tax exemption certificates. The Partner represents and warrants that it is duly registered with all relevant tax authorities, where applicable.
    15. The Partner understands and acknowledges that Treatwell is a commercial booking agent and does not provide the Partner Services to the Customer. The contract for the Partner Services is between the Partner and the Treatwell Customer and as a result, it is the Partner’s responsibility, if the Partner is VAT registered, to charge VAT on the total value of the Booking and to provide a VAT receipt to the Customer, if requested. Treatwell only charges VAT to the Partner on the Commission, in consideration for the provision of the Treatwell Services.
    16. In the event of fraudulent or alleged fraudulent activities by the Partner or if Treatwell is required by law, court order, governmental instruction, arbitrational decision or by its cancellation policy to make a refund, of all or part of a Booking, Treatwell reserves the right to claim repayment from the Partner of any amount required to be repaid by Treatwell to the Customer and for any Bank Charges relating thereto.
  12. TERM OF AGREEMENT
    1. This Agreement commences on the Effective Date and will continue in effect unless terminated in writing on not less than 30 days’ written notice by either party.
    2. Either party shall be entitled to terminate this Agreement with immediate effect by written notice to the other if:
      1. the other party commits a Material Breach of any of the provisions of this Agreement (including but not limited to a breach of clauses 6.1, 6.2, 6.5, 6.7, 6.12, 6.13, 9, 10.5 and/or 11) and either that breach is not capable of being remedied or, in the case of a breach capable of remedy, that party fails to remedy the same within 7 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
      2. the other party is in persistent non-material breach (whether remediable or not) of any of the provisions of this Agreement;
      3. an encumbrancer takes possession or a receiver or receiver manager is appointed over any of the property or assets of that other party;
      4. that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order or examinership;
      5. that other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement);
      6. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party; or
      7. the other party ceases, or threatens to cease, to carry on business.
    3. Termination of this Agreement, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.
  13. CONFIDENTIALITY
    1. Each party acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it may receive or otherwise become aware of information relating to the other party, their marketing plans, their clients, customers, businesses, business plans, finances, technology or affairs, which is proprietary and confidential to the other party (“Confidential Information”).
    2. Each party undertakes to maintain and procure the maintenance of the confidentiality of Confidential Information at all times and to keep and procure the keeping of all Confidential Information secure and protected against theft, damage, loss or unauthorised access, and not at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the owner of the Confidential Information, directly or indirectly, use, disclose, exploit, copy or modify any Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the performance of its rights and obligations hereunder.
    3. The terms of and obligations imposed by this Clause 13 shall not apply to any Confidential Information which:
      1. at the time of receipt by the recipient is in the public domain;
      2. subsequently comes into the public domain through no fault of the recipient, its officers, employees or agents;
      3. is lawfully received by the recipient from a third party on an unrestricted basis; or
      4. is already known to the recipient before receipt hereunder.
    4. The recipient may disclose Confidential Information in confidence to a professional adviser of the recipient or if it is required to do so by law, regulation or order of a competent authority.
    5. This Clause shall survive the termination or expiry of this Agreement.
  14. LIABILITY
    1. Subject to Clause 14.2, Treatwell’s maximum aggregate liability under or in connection with this Agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the Charges due and payable to Treatwell hereunder on the date of the event giving rise to the relevant claim. Further, Treatwell shall not be liable for any loss of income or profits, loss of contracts, goodwill, or other intangible losses or for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise (even if Treatwell has been advised by the Partner of the possibility of such loss or damage).
    2. Nothing in this Agreement shall exclude or in any way limit Treatwell’s liability for fraud or for death or personal injury caused by its negligence or for its wilful default or any other liability to the extent the same may not be excluded or limited as a matter of law.
    3. This Clause 14 in its entirety shall survive the termination or expiry of this Agreement.
  15. MISCELLANEOUS
    1. All rights to the Website, App, Partner Sites and the content on it (save for Partner Content) (and all other Intellectual Property Rights belonging to or licensed to Treatwell) remain vested in Treatwell at all times. Nothing in this Agreement shall give the Partner any rights in respect of any such Intellectual Property Rights or of the goodwill associated therewith. In order to streamline the Website and the content on it (including the Partner Content), Treatwell may, at its absolute discretion and from time to time, amend the format, content and style of venue page descriptions, photos and menus.
    2. In the event of a change of control or senior management of the Partner, the Partner must bring the existence and terms of this Agreement to the new owner or manager’s attention and inform Treatwell of the relevant new personnel’s contact details.
    3. Any notice, invoice or other communication which either party is required to serve on the other party shall be sufficiently served if sent to the other party at the address specified in this Agreement (or such other address as is notified to the other party in writing or by email). Notices sent by registered post or recorded delivery shall be deemed to be served three Business Days following the day of posting. In all other cases, notices are deemed to be served on the day when they are actually received.
    4. We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities, so please review our terms regularly.
    5. The relationship of the parties is that of independent contractors dealing at arm’s length. Except as otherwise stated in this Agreement, nothing in this Agreement shall constitute the parties as partners, joint venturers or co-owners.
    6. Neither party may assign, transfer, charge, sub-contract or otherwise deal with any part or all of this Agreement without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed).
    7. Subject only to the provisions of clause 10.7 and 10.8, a person who is not a party to this Agreement has no right to enforce any term of this Agreement.
    8. The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.
    9. If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
    10. This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.
    11. This Agreement shall be governed and interpreted in accordance with the laws of Ireland. The parties submit to the exclusive jurisdiction of the Irish courts to settle any dispute or non-contractual obligation arising out of or in connection with this Agreement.

Treatwell IE, 70 Sir John Rogerson’s Quay, Dublin 2

Freephone: 01 5360825
Company number 567619