Last Updated: September 24, 2021

TIPR CLIENT TERMS AND CONDITIONS

1. Introduction
   1. Welcome to Tipr, a tip collection platform brought to you by Apeiromont, Inc. ("we", "us", "our"). We are incorporated in the State of Delaware in the United States of America.
   2. The Tipr platform is made available to you via our website at tipr.gr, our software applications and such other technologies that we make available from time to time (collectively " Tipr").
   3. Please read these Client Terms carefully. They set out the basis on which you (as our Client) appoint us as your non-exclusive 'commercial agent' to collect Tips on your behalf.
   4. These Client Terms should be read in conjunction with our Platform Terms of Use and Privacy Policy (which together make up the " Agreement" between us). By accessing and using Tipr, you accept and agree to the terms of this Agreement. If you do not understand or agree with the Agreement, you should not use Tipr.
   5. From time to time, we may refine or change aspects of the Agreement, and any revised terms or policies will be made available to you at our website and a notification of such changes displayed in a prominent place on the Tipr app and/or website. Please take a moment to read the changes. If you continue to use Tipr after we make the changes, you will be deemed to agree to the changes. If you do not agree to the changes, you should not use Tipr.
   6. Certain words and phrases in these Client Terms have specific definitions when they start with capital letters. Where a defined term is used, it either has the meaning set out in clause 17 below (Definitions) or the meaning given to it in the relevant clause of these Client Terms.
2. Your appointment of us as your commercial agent
   1. We need your authority to remit Tips to you. You appoint us as your non-exclusive commercial agent to collect Tips on the terms set out in this Agreement. In this regard, we act as commercial agent only for you (that is, we are not an agent of the Establishment and/or any third parties involved in the process).
   2. As your commercial agent, you give us authority to conclude transactions with Guests to collect Tips on your behalf, which includes your authority to bind you contractually in respect of those transactions.
   3. You agree that you will only have recourse against us (and we shall only be liable to you) if we collect Tips on your behalf but fail to transfer them to you when they fall due (subject to deducting our Commission and such other fees/costs we are entitled to charge). In other words, you accept that we don't have any other responsibilities towards you.
   4. As we are only your non-exclusive commercial agent, you can of course still collect Tips directly from Guests in addition to, or instead of, via Tipr.
3. Duration of Agreement
   1. This Agreement commences on the Effective Date and continues until the earlier of:
      1. either of us serving notice to terminate the Agreement in accordance with its terms; or
      2. you no longer working in one of the Approved Professions.
4. Our obligations
   1. As the provider of Tipr and as your commercial agent, we shall:
      1. provide you with access to Tipr for the purpose of:
         1. registering;
         2. creating an account; and
         3. authorising us to conclude transactions with Guests and collect Tips on your behalf;
      2. present a range of options to Guests as to the amount of Tip they wish to pay;
      3. with the Guest's agreement, enable you to see the name of the Guest who has tipped you;
      4. collect and hold all money due to you as a result of Tips we collect on your behalf;
      5. give you a means to access records relevant to the Tips we have collected on your behalf, including:
         1. amounts received, and the time and date of the Tip;
         2. amounts owing to you; and
         3. any outstanding payments due from Guests; and
      6. at your request, pay amounts that we hold on your behalf in your Tipr to you (after deduction of our Commission and such other fees/costs as set out in this Agreement).
   2. We may use third parties (including third party payment processors) in connection with the provision our services.
   3. Except as stated in this Agreement, Tipr is provided without warranty of any kind. All conditions, warranties, representations and terms implied by law, custom or otherwise are excluded by us to the fullest extent permitted by law.
   4. You acknowledge that we may modify or discontinue certain functionalities or features of Tipr from time to time and we may do so, without advance notice (unless there is an adverse impact for you, in which case we shall provide reasonable of any proposed change, which shall be displayed in a prominent page on our Tipr site).
5. Your obligations
   1. As a user of Tipr and as our 'principal' in the commercial agency relationship, you agree to:
      1. act in good faith;
      2. promptly deal with any Guest complaint or enquiry relating to Tips;
      3. not permit any other person to access your Tipr account or to withdraw funds from your Tipr account; and
      4. comply with all applicable laws.
   2. You confirm that you:
      1. have the legal right to work and receive Tips;
      2. hold a valid EU bank account registered in your name;
      3. are legally capable of entering into binding contracts;
      4. work in an Approved Profession;
      5. are not registered for EU VAT;
      6. will use Tipr only for the collection of Tips paid directly to you by Guests;
      7. remain responsible for correctly and punctually reporting of Tips paid to you by Guests via Tipr as earnings to your relevant tax authority;
      8. will remain personally liable for payments of all taxation applicable to amounts paid to you through Tipr;
      9. have provided information to us that is accurate and complete in our registration process.
   3. You agree to reimburse us for any and all claims, damages and/or losses arising from claims made by any third party against us as a result of your failure to comply with clause 5.2(f) and (h).
6. Collecting your tips
   1. It is important that you work in one of the Approved Professions to use Tipr to collect tips from Guests.
   2. Just like cash tips, all Tips we collect on your behalf belong to you. You can collect Tips directly from Guests using your Tipr link and QR code. If you chose to participate in a Tipjar Sharing Scheme, you can collect tips with your Team Tipr link and QR code, and these will be shared with other members of the Team who also are working at the time the Tips are collected. See clause 7 (Sharing Tips) below for more information.
   3. When we collect Tips from Guests on your behalf we will pay these into your relevant Solo or Team Tipr (less our Commission and any fees/costs that we are entitled to deduct in accordance with this Agreement).
   4. Your Solo Tips are personal to you and can be accessed by logging into your Tipr account. You have the right to operate and collect Tips into your Solo Tipr even in a workplace at which other 'tip sharing' arrangements exist -- it's your choice.
   5. Once funds in Tipr account have been cleared (which usually takes between 3-5 working days), they will move into your Personal Tipr which can be accessed by logging into your account. Funds held in your Personal Tipr are cleared and withdrawable.
   6. You can withdraw sums that have accrued into your Personal Tipr by requesting a payout. Payment will be made to the bank account registered in your name that you have attached to your Personal Tipr, and we shall endeavour to make such payment with immediate effect, although in some circumstances this may take 3-5 working days depending on your bank. You can do this via the Tipr platform.
7. Sharing tips
   1. If you are signed-up to our Team product, you may have the option of sharing your Tips with co-workers in your Team that are working at the same time by opting-in to a Team Sharing Scheme on Tipr.
   2. Team Sharing Schemes are informal arrangements. You have the right to opt-out of a Team Sharing Scheme at any time.
   3. If you choose to share Tips with your Team by joining a Team Sharing Scheme, when we collect Tips on your behalf we will pay these into the Team Tipr instead (less our Commission and such other fees/costs that we are entitled to deduct in accordance with this Agreement).
   4. Once:
      1. sums in the Team Tipr have cleared (which usually takes between 3-5 working days); and
      2. we confirm with your employer / work operator which members of your Team were working at the time the Tips were received, sums in the Team Tipr will be shared between users that have opted-in to the Team Sharing Scheme (on the basis as agreed by the Team) and transferred to each Team member's Personal Tipr accordingly.
   5. If you elect to share your Tips with co-workers in your Team, Tipr and your employer / work operator will share your personal data with each other and Tipr will process such personal data for the purpose described in this clause 7 in accordance with clause 9 (Privacy).
   6. We are not responsible for any errors, omissions or behaviours of other users who choose to join a Team Sharing Scheme to share Tips with you.
8. Our commission, fees and costs
   1. You agree to pay us our Commission and certain other fees and costs explained in this clause.
   2. In respect of each Tip, subject to clause 8.3 below, we shall deduct:
      1. our Commission; and
      2. the costs we incur relating to processing card payments for collection of the Tip from the Guest, and transfer the balance to your Solo Tipr (or relevant Team Tipr if you choose to instruct us to do so).
   3. We will give the Guest the option of covering our Commission and the costs of processing the card payment for the Tip transaction (by making a payment on top of the intended Tip). If the Guest agrees to this, you will receive a sum equal to 100% of the intended Tip. If the Guest does not agree to this, our Commission and the transaction costs will be deducted from the Tip.
   4. We may also charge you certain set-up, subscription and/or upgrade fees to use Tipr depending on your usage plan, in accordance with our pricing scheme.
9. Privacy
   1. The privacy of your personal information is really important to us.
   2. Any personal information that you provide to us or that we collect about you will be processed in accordance with our Privacy Policy. This explains what personal information we collect from or about you, why and how we collect, store, use and share it (including with your employer / work operator), your rights in relation to it, and how to contact us and supervisory authorities if you have a query or complaint about our use of it.
   3. You agree not to do (or omit to do) any act or thing which (a) puts Tipr and/or you in breach of applicable data protection law; and/or (b) is contrary to the Guest's right to privacy under such laws.
10. Confidentiality
    1. We each agree at all times (i) to keep confidential and not disclose to any person any Confidential Information and (ii) only to use such Confidential Information for the purposes of performing our obligations or exercising our rights under this Agreement.
    2. We may disclose Confidential Information to our personnel, sub-contractors, representatives and/or advisers (" Permitted Disclosees") in connection with us carrying out our obligations and/or exercising our rights under this Agreement. We shall ensure that Permitted Disclosees are subject to similar obligations of confidentiality.
11. Termination
    1. You may cease use of Tipr at any time by submitting a support request asking us to delete your account. When you ask us to this, we will:
       1. Suspend your ability to collect Tips using Tipr;
       2. Pay you any outstanding balances due to you within 60 days of your request minus any sums you owe to us; and
       3. Block your email address from being used to register a new Tipr account. If you choose to re-open your account; you must use a different email address.
    2. We may terminate this Agreement by serving written notice to you (including by email):
       1. immediately if you breach this Agreement; or
       2. where we no longer are able to (or wish to) provide the Tipr service, in which case we shall endeavour to give you at least 7 days' notice.
    3. This Agreement will automatically terminate with immediate effect if you cease to work in an Approved Profession.
    4. Termination of this Agreement will not affect any accrued rights (including our right to be paid or your right to receive Tips) as at the date of termination.
12. Consumer rights
    1. In using Tipr, you have certain rights as a consumer under applicable UK consumer law. Nothing in this Agreement detracts from those rights (including in respect of cancellation). However, you have the right in clause 11 above to cease use of Tipr and cancel the Agreement at any time.
13. Consequences of Termination
    1. On termination, you must immediately discontinue your use of Tipr. Any continued use, access, or attempted use or access by you of Tipr will make any notice by you ineffective and constitute your continued agreement to this Agreement.
    2. We shall pay you any final amounts held on your behalf in your Solo Tipr account, (less our Commission and any fees/costs that we are entitled to deduct in accordance with this Agreement).
14. Circumstances beyond our control
    1. We will try hard to provide a great service. However, we will not be liable for any failure or delay in performing our obligations (including a failure to pay amounts owing) resulting from any cause beyond our reasonable control. We shall keep you notified of any delays and remedial action.
15. General
    1. If any court or competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.
    2. Nothing in the Agreement will establish any partnership or joint venture between us, or (except as expressly stated) mean that any party to this Agreement becomes the agent of another third party, nor does the Agreement (except as expressly stated) authorise any party to enter into any commitments for or on behalf of any other third party.
    3. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
    4. You may not transfer any of your rights or obligations under these Client Terms to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your rights will not be affected.
    5. Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered pre-paid first class post to the registered address or place of business of the notified party, or sent by email to the other party's main email address as notified to the sending Party.
    6. Notices:
       1. sent by post will be deemed to have been received, where posted from and to addresses in the United States, on the second Working Day and where posted from or to addresses outside the United States, on the tenth Working Day following the date of posting;
       2. delivered by hand will be deemed to have been received at the time the notice is left at the proper address;
       3. sent by email will be deemed to have been received on the next Working Day after sending.
    7. Unless the context requires a different interpretation:
       1. all singular words include plural ones and vice versa;
       2. all references to clauses, sub-clauses, schedules or appendices are to the ones in these Client Term;
       3. all references to a person includes firms, companies, government entities, trusts and partnerships;
       4. the term 'including' does not exclude anything not listed;
       5. all references to statutory provisions include any changes to those provisions;
       6. no headings or sub-headings form part of these Client Terms or the Agreement.
       7. This Agreement constitutes the entire agreement between us and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between us, whether written or oral, relating to its subject matter.
16. Governing law and Jurisdiction
    1. All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.
    2. Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the state in which the Company is headquartered, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
17. Definitions
    1. The following words and phrases have the following meanings in these Client Terms:

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