HeadOHeels Partner Terms of Business

Introduction

Welcome to the HeadOHeels Partner Terms of Business. This Agreement sets out the terms on which you, as a Partner, use the HeadOHeels Platform and related services.

Key Terms

Our summary uses capitalised terms which are defined in the Partner Terms of Business. We've summarised some key terms here, but the full version is authoritative.

HeadOHeels Platform means www.headoheels.com and our HeadOHeels app(s).

HeadOHeels Platform Services means the provision of access to the HeadOHeels Platform, HeadOHeels Business Software and Online Partner Profile.

HeadOHeels Services means the HeadOHeels services set out at www.headoheels.com.

HeadOHeels Business Software means https://headoheels.com/partners and the HeadOHeels Partner app.

HeadOHeels Booking Services means appointment booking services we offer through our HeadOHeels Platform or HeadOHeels Website.

HeadOHeels Payment Services means payment services we offer through our HeadOHeels Platform and HeadOHeels Website or through devices you can purchase from us.

We are responsible for letting people make HeadOHeels Bookings with Online Payments. You appoint us as your commercial agent under these Partner Terms of Business so we can do this for you.

For HeadOHeels Bookings with Online Payments, we will collect payments from Clients on your behalf. When a Client pays HeadOHeels, this discharges that Client's debt to you.

For Pay Cash At-Salon Bookings, we will either deduct our Service Fees, if applicable, from what we owe you or, if we are unable to do so, we will set out the amount you owe us in your Invoice Statement.

Unless otherwise stated in this Agreement, we will send you an Invoice Statement once a month, which will set out what we owe you, what you owe us (e.g. Service Fees and any other applicable fees or charges) and the resulting balance (whether you owe us, we owe you or the balance is settled). For the avoidance of doubt, the Partner (and not HeadOHeels) is responsible in the event of a chargeback and HeadOHeels will set out the amount you owe us in your Invoice Statement.

If we owe you, we will pay this amount to your bank account.

If you owe us, we will charge the credit card you supplied on the HeadOHeels Business Software. If we are unable to collect your outstanding balance using this method, we will notify you and you will be required to pay your full outstanding balance within 7 days.

If the balance is settled, we will explain on the Invoice Statement that nothing further is needed.

If you have any issues with paying your outstanding balance within the required timeframe, please get in touch as soon as possible. We may pause or stop access to the HeadOHeels Business Software or to the HeadOHeels Platform if you are behind on payments.

If you have an outstanding balance and fail to pay or terminate your use of the HeadOHeels Services, payment of your full outstanding balance will become due and payable immediately, including for any chargebacks. Failure by you to pay outstanding sums on or before the due date for payment will mean that HeadOHeels may charge to the Partner.

What is covered in these terms

These are the HeadOHeels Partner Terms of Business (which is also referred to as the Agreement). HeadOHeels and Partner may each be referred to as a "party", or together as "parties".

We provide a booking platform called the HeadOHeels Platform, where you can advertise your Partner Services to a range of potential customers. As part of the HeadOHeels Platform, Partners have a license to use our business management software which comes with a broad range of features.

We offer HeadOHeels Booking Services, which enables you to manage Client calendar bookings, including with multiple staff and locations, and to manage product inventory.

We also offer additional services, which include more advanced features, including online booking, appointment booking software, payment services, marketing and messaging support and professional services.

You are responsible for the Partner Services which you provide to Clients, and the contract for those Partner Services is between you and the Client. We are in no way liable to Clients for the Partner Services they receive from you.

You have a number of obligations to HeadOHeels in return for receiving the HeadOHeels Services. These are set out in detail in the full version, but some important ones are as follows:

You agree to process and supply the Partner Services to the highest industry standards.

You must ensure that you have all licenses, consents, permits, qualifications, authorities & insurances that are required for you to perform the Partner Services.

In respect of Pay Cash At-Salon Bookings, HeadOHeels is solely a technology provider and does not act as a commercial booking agent. Clients and Partners can cancel Pay Cash At-Salon Bookings until the appointment time, and no contract is created between the Client and the Partner until the appointment takes place.

Confirmation and reminder emails will be sent to Clients via the HeadOHeels Business Software on behalf of the Partner for each HeadOHeels Booking. However, the Partner is responsible for providing the Partner Services to the Client and handling any cancellations or rescheduling directly with the Client or via the HeadOHeels Business Software itself. HeadOHeels has no further involvement in the Pay Cash At-Salon Bookings process and solely provides the technology to facilitate Pay Cash At-Salon Bookings to be made.

You must ensure that all information supplied to your Online Partner Profile is accurate, not misleading and legally compliant.

Your cancellation and rescheduling terms regarding HeadOHeels Bookings must comply with HeadOHeels's Terms of Service and applicable consumer law.

You are responsible for the Partner Services which you provide to Clients, and the contract for those Partner Services is between you and the Client. We are in no way liable to Clients for the Partner Services they receive from you.

You have a number of obligations to HeadOHeels in return for receiving the HeadOHeels Services. These are set out in detail in the full version, but some important ones are as follows:

You must at all times provide the Partner Services as set out in these Partner Terms (including any supplemental terms you provide to Clients).

How you can reach us

If you want to talk to us, please get in touch with our team, and we'd be happy to help:

Email: info@headoheels.com

Age requirements

You must be at least the age of majority or older in your jurisdiction of residence in order to use the HeadOHeels Services. If you live in a country or area that limits the use of the HeadOHeels Services because of your age or restricts the ability to enter into contracts such as this one due to age, you must abide by such age limits, and you must not use the HeadOHeels Services, or only do so with your parent or legal guardian's permission. Please have your parent, or legal guardian read these terms with you.

If you are a parent or legal guardian, and you allow your child or dependant to use these HeadOHeels Services, then these terms apply to you, and you are responsible for your child's or dependant's activity on the HeadOHeels Platform.

Your relationship with HeadOHeels

The following terms define your relationship with HeadOHeels and give you permission to use all HeadOHeels Services if you agree to the following terms, which explain how the HeadOHeels business works and how we partner with you.

What you can expect from us

HeadOHeels provides HeadOHeels Services to enable you to manage Client calendar bookings, including but not limited to: multiple staff and locations and managing product inventory and vouchers.

In consideration of Partner's payment of the Service Fees and the Partner performing all of its obligations under this Agreement, HeadOHeels shall provide the applicable HeadOHeels Services to the Partner, as further described in this section.

The Partner understands and acknowledges that HeadOHeels is a commercial booking agent and does not provide the Partner Services to the Client. The contract for the Partner Services is between the Partner and the HeadOHeels Client.

In the event of fraudulent or alleged fraudulent activities by the Partner or if HeadOHeels 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 HeadOHeels Booking, HeadOHeels reserves the right to claim a repayment from the Partner of any amount required to be repaid by HeadOHeels to the Client and for any Bank Charges relating thereto.

HeadOHeels Platform Services

In this section the following terms have the following definitions:

• Authorised User means your employees, representatives, consultants, contractors or agents who are authorised by you to use the HeadOHeels Platform Services and have been supplied user identifications and passwords.
• Content means the audio and visual information, documents, or software, contained or made available to you using the HeadOHeels Platform Services.
• User Documentation means any documentation provided or made available by HeadOHeels setting out instructions regarding the configuration or other use of the HeadOHeels Platform Services, in the form of online resources.

Your use of the HeadOHeels Platform Services

In consideration for entering into this Agreement HeadOHeels hereby grants you a non-exclusive, non-transferable, right to allow you and your Authorised Users to use the HeadOHeels Platform Services from the Effective Date until suspension or termination of this Agreement in accordance with its terms, solely for your internal business purposes and subject to the terms and conditions of this Agreement. In particular, your access to the HeadOHeels Platform Services may be suspended if you fail to pay any Service Fees.

To the extent enabled by HeadOHeels through the functionality of the HeadOHeels Platform Services, your Authorised Users may configure the HeadOHeels Platform Services to meet your requirements.

All rights in the HeadOHeels Platform Services not expressly granted to you under this Agreement are reserved by HeadOHeels.

HeadOHeels may provide technical support to assist the Partner in using the HeadOHeels Platform Services by email or via other means at its discretion. Partners do not have a right to technical support unless agreed otherwise with HeadOHeels in writing.

How Partners obtain the licence for the use of the HeadOHeels services

Subject to payment of Service Fees (if applicable), the Partner may use the HeadOHeels Services to process HeadOHeels Bookings (or direct bookings by Partner Clients) of Partner Services for and on behalf of itself only.

As part of the licence terms for the Partner to use the HeadOHeels Services (including, as applicable, each of the HeadOHeels Platform Services), the Partner agrees not to do any of the following:

• license, sublicense, sell, resell, transfer, assign, distribute, rent, lease, provide as a hosted service or otherwise make available to any third party the HeadOHeels Platform Services in any way without express prior written permission from HeadOHeels (which may be denied or granted on such terms as HeadOHeels, in its sole discretion, may determine);
• modify or make derivative works based upon the HeadOHeels Platform Services;
• "frame" or "mirror" any Content or User Documentation on any other server or wireless or internet-based device;
• reverse engineer or access the HeadOHeels Platform Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features or functions, or (c) copy any ideas, features or functions of the HeadOHeels Platform Services.
• use the HeadOHeels Platform Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
• use the HeadOHeels Platform Services to store or transmit malicious code;
• interfere with or disrupt the integrity or performance of the HeadOHeels Platform Services or third-party data contained therein;
• attempt to gain unauthorised access to the HeadOHeels Platform Services or related systems or networks;
• impersonate another Partner or provide false identity information to gain access to or use the HeadOHeels Platform Services;
• send unsolicited emails, SMS or other electronic forms of marketing to Clients via the HeadOHeels Business Software (or otherwise send any direct marketing which does not comply with applicable Data Protection Legislation); or
• disclose, share or resell any login user identification, password or account details or passwords for the Services.

You shall:

• be responsible for your Authorised Users’ compliance with this Agreement;
• use the HeadOHeels Platform Services only in accordance with applicable laws and government regulations and HeadOHeels’s reasonable instructions given from time to time;
• notify HeadOHeels immediately of any unauthorised use of any user identification, password or account or any other known or suspected breach of security or improper use, including any use which would breach this Agreement, HeadOHeels's reasonable instructions given from time to time and/or applicable law;
• report to HeadOHeels immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Authorised Users; and
• change the password in the event anyone with access to the user account leaves the Partner's business or no longer requires access.

How we work with third-party and affiliate websites and applications

HeadOHeels may publish or promote any information acquired under this Agreement, including calendar availability, business information, service descriptions and prices, on any third-party websites or mobile applications, particularly through the HeadOHeels Website or other application program interfaces (APIs).

HeadOHeels may supply affiliates and other third parties with the HeadOHeels Website or other APIs to promote particular Partner Services. HeadOHeels is not obliged to promote any Partner Services using these third-party and affiliate websites.

How we access and use the content of our Partners

The Partner hereby grants HeadOHeels, free of charge, a non-exclusive, royalty-free, irrevocable and worldwide right and licence (or sublicense as applicable) to use, reproduce, distribute, sublicense, communicate and make available content that Partners publish on the HeadOHeels Services and for any other purposes which are necessary for HeadOHeels or required by HeadOHeels to exercise its rights and perform its obligations under this Agreement.

The Partner warrants that the Partner owns the Partner Content and/or is otherwise entitled to grant the foregoing licence.

HeadOHeels may sublicense, make available, disclose and/or offer the Partner content to Affiliates and third parties. In no event shall HeadOHeels 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:

• request HeadOHeels (which has the right and not the obligation) to disable and disconnect with such third-party platforms in respect of the Partner; or
• terminate this Agreement, in accordance with the Suspending or terminating your access to HeadOHeels section.

The Partner hereby grants HeadOHeels the right to:

• remove, edit, cut down or otherwise amend Partner Content that is published on the Online Partner Profile or elsewhere on the HeadOHeels Platform or HeadOHeels Website, including where such Partner Content does not, in HeadOHeels's reasonable opinion, comply with the warranties identified in this section, or is otherwise in breach of the terms of this Agreement; and
• use 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.

To manage the HeadOHeels Services (including the HeadOHeels Platform, Online Partner Profile and any Partner Content), HeadOHeels may, at its absolute discretion and from time to time, amend the format, content, and style of Partner page descriptions, photos, and service menus.

What we expect from our Partners

The Partner understands and accepts that the HeadOHeels Services (including each of the HeadOHeels Platform Services) are labelled "Powered by HeadOHeels", contain HeadOHeels branding (including logos, trademarks and images), and will give Clients the opportunity to opt-in to receiving email marketing from the Partner and from HeadOHeels.

In consideration of receiving the HeadOHeels Services, including any of the HeadOHeels Platform Services, the Partner agrees to pay all applicable Service Fees to HeadOHeels and to provide all HeadOHeels 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.

HeadOHeels booking services

HeadOHeels provides HeadOHeels Services to make it easy for Clients to book appointments online with you and other participating partners. The HeadOHeels Booking Services include a consolidated list of Partner Services, and Clients may discover, review, and book these Partner Services using the HeadOHeels Booking Services.

You may elect to offer certain Partner Services for sale through the HeadOHeels Booking Services. At any time, you can update which Partner Services you would like to sell through the HeadOHeels Booking Services.

You can make these changes through your Partner Account, and the changes will automatically be updated on the HeadOHeels Platform and the HeadOHeels Website.

When a Client makes a HeadOHeels Booking, the Partner Terms of Sale of the HeadOHeels Booking will be made available to the Client and will be sent to the Client and the Partner by HeadOHeels electronically. The Client will be required to agree to the Partner Terms of Sale before confirming a HeadOHeels Booking.

You appoint HeadOHeels as your agent to accept HeadOHeels Bookings made by Clients.

In respect of all HeadOHeels Bookings with Online Payments, the Partner appoints HeadOHeels as its agent to collect and process payments (including any applicable taxes and delivery charges) on behalf of the Partner. The Partner remains fully responsible and liable for the provision and supply of Partner Services to Clients. HeadOHeels is solely a technology provider with respect to Pay Cash At-Salon Bookings.

How we promote our Partners

HeadOHeels shall promote the HeadOHeels Booking Services following this Agreement and subject to the restrictions set forth herein. To maximise the exposure of your business online and the number of appointments scheduled through the HeadOHeels Booking Services, HeadOHeels may, at its sole discretion, enter into agreements with third-party websites and businesses to optimise any current or future listings for your business to take advantage of search engine optimisation, search engine marketing, lead generation or social networking opportunities, and perform any other actions HeadOHeels deems appropriate to increase traffic and use of the HeadOHeels Booking Services.

HeadOHeels may promote certain Partner Services through a variety of online and offline channels, including advertising, promotion mediums, social media accounts, search engines, Google, Google AdWords, keyword advertising, Facebook Ads, Twitter, email distribution lists, the HeadOHeels.com homepage, email newsletters, third-party marketplaces, business partner websites or mobile applications, or through HeadOHeels's affiliates and their networks. Such promotional efforts may include information about the Partner's business, including its business name, scheduling information, menu, service descriptions, pricing, staff names, staff titles, location, photos, and other data relating to the Partner's business.

In addition, from time to time, HeadOHeels may provide Clients with additional information on Partners subject to the limitations of this Agreement.

How to ensure the online partner profile stands out on HeadOHeels

Content standards

Partners are responsible for ensuring that the content listed on the HeadOHeels Platform is accurate, complete and not misleading at all times and are reflective of Partner Services, pricing, staff availability, Cancellation Policies and No-Show Policies, and other content that the Partner offers. It is the Partner's obligation to transfer this information to HeadOHeels by keeping this information on their Partner Account on the HeadOHeels Business Software (including calendar availability) up-to-date at all times. HeadOHeels has the right to suspend or terminate any Partner Account if the Partner fails to provide this information to HeadOHeels.

Online Partner profile

The Partner may create an Online Partner Profile to promote their Partner Services, which contains buttons connecting Clients to the Partner Services. An Online Partner Profile may contain a "Book Now" button for appointment bookings and an "Order Now" button for Product orders.

Partners are responsible for maintaining accurate and complete information in their Online Partner Profile (including up to date contact information), and where photographs are used, Partners are responsible for ensuring that (i) photos uploaded onto their Online Partner Profile accurately reflect their services and place of business, and (ii) its use of such photographs complies with applicable law (including Data Protection Legislation).

Partners may manage and modify the contents of their Online Partner Profile through the "Branch Profile" section of the HeadOHeels Business Software.

The Partner acknowledges and agrees that its Online Partner Profile should not contain any contact details, direct references or links to the Partner or its website, app, platform, tool or other devices, websites, apps, platforms, tools, or other devices of third parties.

Partner profile transparency and consent

The Partner understands and accepts that the Partner must ensure that it has obtained and recorded the consent of each of its employees and contractors to be advertised on the HeadOHeels Platform and the HeadOHeels Website to Clients. These details include, but are not limited to, details such as name, photograph, expertise, contact details, availability and services offered. If an employee or contractor withdraws this consent, then the Partner must remove their details from the HeadOHeels Booking Services in a timely manner.

Partner service fulfilment

The Partner shall fulfil their obligation to provide Partner Services for all HeadOHeels Bookings. In particular, the Partner must honour the Partner Terms of Sale of HeadOHeels Bookings for their Partner Services, which includes the Deposit Policy, Cancellation Policy and No-Show Policy that were in place when the HeadOHeels Booking was made.

The Partner must provide all HeadOHeels Bookings and may only decline to provide HeadOHeels Bookings in exceptional circumstances. Clients shall receive from the Partner Partner Services described in the HeadOHeels Booking for the price indicated on the HeadOHeels Booking. Partners may not impose any extra or additional fees or charges that contradict or otherwise alter the Partner Terms of Sale of any HeadOHeels Booking unless expressly agreed by the Client. If a Client receives Partner Services that are less than the value of the amount paid for the HeadOHeels Booking, they may be entitled to a refund by the Partner equal to the difference between the value of the service received and the value of the HeadOHeels Booking.

Payment terms with Clients

Clients using the HeadOHeels Booking Services may settle the cost of their HeadOHeels Booking through their choice of payment method accepted by HeadOHeels, including via the HeadOHeels Payment Services. Partner agrees that payment made by Clients to HeadOHeels in respect of the HeadOHeels Booking absolve the Client of their payment liability, and Partner shall not seek further payment from the Client in connection with that HeadOHeels Booking. For Pay Cash At-Salon Bookings, Partners may accept any payment method they would otherwise accept in their ordinary course of business.

How to handle cancellation of appointments

In respect of HeadOHeels Bookings, the Partner is obliged to comply with the cancellation and rescheduling policy set out in the HeadOHeels Terms of Service. In summary and regards to HeadOHeels Bookings:

• if a Client cancels an appointment through the HeadOHeels Booking Services before the Cancellation Period, the Client will not be liable to pay any fees to the Partner, and neither the Client nor the Partner shall have any further obligation towards each other in regard to that HeadOHeels Booking;
• if a Client cancels an appointment through the HeadOHeels Booking Services during the Cancellation Period, the Client will be obliged to pay the fee outlined in the Cancellation Policy that was in effect at the time of their HeadOHeels Booking. In this case, HeadOHeels will collect cancellation fees from the Client through the HeadOHeels Payment Services for later remittance to the Partner;
• at their sole discretion, Partners may choose not to enforce their Cancellation Policy on a case-by-case basis, even if the Cancellation Policy was included in the Partner Terms of Sale of the HeadOHeels Booking. If a Partner cancels an appointment of a HeadOHeels Booking through the HeadOHeels Business Software (as opposed to a Client cancelling an appointment of a HeadOHeels Booking through the HeadOHeels Booking Services), the Partner will waive the cancellation fees. Cancelling a HeadOHeels Booking without imposing the Cancellation Policy will conclude the contract between the Partner and Client in connection with that HeadOHeels Booking;
• a Client may choose to re-schedule an appointment made through a HeadOHeels Booking through the HeadOHeels Booking Services. If the Client re-schedules their appointment in accordance with the Partner's Cancellation Policy (i.e. the reschedule occurs before the Cancellation Penalty Period), the Partner will accept the updated time as an amendment to the Partner Terms of Sale of the HeadOHeels Booking;
• the Partner may not impose cancellation fees for Pay Cash At-Salon Bookings.

If Partner is eligible for and has enabled Pay Cash At-Salon Bookings:

• HeadOHeels is solely a technology provider and does not act as a commercial booking agent. No contract is created between the Client and the Partner until the appointment takes place for Pay Cash At-Salon Bookings;
• the Partner may handle cancellations or rescheduling directly with the Client; and
• HeadOHeels has no further involvement in the Pay Cash At-Salon Booking process and solely provides the technology to allow Pay Cash At-Salon Bookings to be made.

How to handle disputes and claims from Clients

The Partner shall be directly responsible to the Client for any failure to fulfil the Client's expectations or any other legal liability regarding the Partner Services.

The Partner shall use its best endeavours to provide top quality Partner Services to all Clients and promptly deal with any sales enquiries, matters or issues relating to HeadOHeels Bookings or potential HeadOHeels Bookings, including dealing with Client complaints.

HeadOHeels shall refer any Client complaints it receives to the Partner, and the Partner shall acknowledge all complaints and respond to the relevant Client within 48 hours of the Partner's receipt of a complaint, whether the complaint has come directly from the Client or via HeadOHeels.

The Partner shall make all efforts to resolve any complaints within 14 days and must notify HeadOHeels (via info@headoheels.com or such other method as HeadOHeels may notify the Partner of from time to time) of any correspondence between the Partner and the Client relating to the complaint and generally keep HeadOHeels apprised of its progress and the status of the complaint.

The Partner acknowledges and accepts that the HeadOHeels Platform and the HeadOHeels Website includes a reviewing platform (which may not be opted out from), upon which Clients may post publicly viewable reviews about their experiences with HeadOHeels and with the Partner (particularly about the Partner Services). The Partner further acknowledges that a selection of reviews from preceding months will also be made available on the Online Partner Profile (if applicable).

The Partner may not attempt to manipulate the reviewing platform, including by submitting reviews for their own Partner Services or by offering a financial or other reward for submitting reviews for their Partner Services, or by submitting inaccurate reviews about other services on the HeadOHeels Platform or the HeadOHeels Website.

The HeadOHeels Platform (including an Online Partner Profile) may from time to time contain negative reviews and/or feedback from Clients, which is outside HeadOHeels's control. Partner may choose to reply to reviews about the Partner. Any content the Partner posts in response to user reviews must be polite, professional and non-threatening or confrontational, and it may be subject to review by HeadOHeels (and may be removed or amended in HeadOHeels's sole discretion). HeadOHeels is not obliged to monitor any Client reviews or Partner's responses. The Partner shall have no right to any remedy (including any right to terminate this Agreement) as a result of any reviews or other public communications of Clients naming or referring to the Partner.

If the Partner, acting reasonably, feels that any public communications of Clients are defamatory or harmful to the reputation 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 such communications to HeadOHeels. In such case, HeadOHeels shall review the same and, in its sole discretion, take any action it deems necessary or desirable (including, for example, removing or amending such defamatory content from the HeadOHeels Platform).

HeadOHeels payment services

HeadOHeels offers Partners the HeadOHeels Payment Services to make it easy for Partners to collect, process, and refund payments from Clients (e.g. via HeadOHeels Bookings with Online Payments).

By using the HeadOHeels Payment Services in any of our HeadOHeels Payment enabled geographies, you agree to be bound by the relevant payment processor's terms and condition and must be compliant at all times to the terms and acquiring addendums as set out at the following URL: HeadOHeels Payment Services.

Partner promo codes

The Partner may generate Promo Codes via its Partner Account in accordance with the guidelines. The Partner may share Promo Codes with third parties and share Promo Codes on its own website(s) and social media platform(s) to promote its own Partner Services. The Partner may also elect to use Messaging and Marketing Services to share Promo Codes.

The Partner warrants that it is responsible for the management of any Promo Codes it generates and will ensure that all promotions available through the Partner's website(s) and any other online marketplace(s) are made available as Promo Codes, on like or better terms, through the HeadOHeels Platform.

Coupon code rules

The Partner must provide, at a minimum, the following information when sharing any Coupon Codes with third parties:

• How to use the Promo Code (e.g. enter at checkout)
• Start date
• Expiry date
• Any restrictions or limitations (e.g. age, date or geographical restrictions)
• Any limitations of availability (e.g. can only be used once)
• Any significant conditions or information attached to the use of the Promo Code

Known as the "Coupon Code Rules".

HeadOHeels reserves the right to withdraw the use of Coupon Codes from its offering of services or require the Partner to withdraw a Coupon Code generated without incurring any liability, including without limitation for any fraudulent activity, causing technical issues, subject to tampering, breached or likely to breach any of the guidelines or any applicable local regulations, or likely to bring HeadOHeels and its brand into disrepute.

Content in HeadOHeels services

For the purposes of this section, "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.

Each party shall comply with its obligations under applicable Data Protection Legislation, including when processing Partner Clients' personal data.

The Partner's use of the personal data of Partner Clients is undertaken at the Partner's sole risk, with the Partner being responsible and liable for ensuring it, its employees, its partners and its suppliers' use fully complies with all applicable Data Protection Legislation.

HeadOHeels and the Partner each acknowledge that for the purposes of the Data Protection Legislation:

• in respect of Partner Clients' personal data, the Partner is the data controller, HeadOHeels is the data processor; and
• in respect of HeadOHeels Clients' personal data, the Partner and HeadOHeels each act as independent data controllers.

The Partner will indemnify and hold HeadOHeels and its Affiliates harmless against all losses, claims, costs, damages or proceedings suffered.

This section in its entirety shall survive the termination or expiry of this Agreement.

Independent controllers

Where HeadOHeels and the Partner are deemed to be independent controllers (including in relation to each party's direct marketing to Clients), under applicable Data Protection Legislation, each party acknowledges and agrees that it shall:

• provide assistance, within a reasonable timeframe, to allow the other party to comply with any data subject rights requests (whether in relation to access to personal data, rectification, restrictions on processing, erasure or portability) to the extent that either party reasonably requires input or assistance from the other party to give effect to such a right, with each party meeting their own costs in doing so;
• 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:
  • promptly notify the other unless prohibited by law; and
  • provide assistance to allow the other party to comply with any other queries or complaints from a supervisory authority (as defined in Data Protection Legislation) insofar as possible;
• the Partner must promptly (and in any event within 24 hours of the Partner or its employees becoming aware of the matter) notify HeadOHeels of any accidental or intentional damage, alteration, destruction, unauthorised disclosure, loss, misuse or theft of or to the personal data of any Client which the Partner has access to ("Security Incident"). Partner shall provide full cooperation, and prompt assistance to HeadOHeels 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;
• the 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) HeadOHeels 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;
• 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 accidental loss, destruction, damages, theft, alteration or disclosure;
• Partner agrees to only process the personal data of Clients to provide the Partner Services to such Clients and, in the case of Clients who have expressly agreed by way of opt-in consent to receiving email marketing from the Partner, for email marketing and in all cases only whilst receiving the Partner Services;

Definitions

POS Features

The features available on the HeadOHeels Business Software that allows Partners to record sales and payment methods, including the ability for Partners to generate tax invoices for Partner Clients.

Service Fees

As applicable, the Subscription Fee, Commission and any other fees (plus any applicable indirect taxes, such as sales tax, VAT, GST, HST, etc.) payable by the Partner in order to receive the HeadOHeels Services, as further set out in the section Applicable debits (further "Service Fees") include: and in any Additional Terms.

User Documentation

Has the meaning given in the HeadOHeels Platform Services section.

Interpretation

• Reference to a person includes a legal person (such as a limited company) as well as a natural person.
• Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
• Section and paragraph headings are for convenience only and shall not affect the construction of this agreement.
• Reference to "including" or any similar terms in this agreement shall be treated as being by way of example and shall not limit the general applicability of any preceding words.
• Reference to any legislation shall be to that legislation as amended, replaced, extended, re-enacted or consolidated from time to time and to any subordinate provision made under that legislation.