TAKE IT PERSONALLY PLATFORM SERVICES AGREEMENT (UNITED KINGDOM)

AGREEMENT OVERVIEW

This Platform Services Agreement (“Agreement”) is entered into as of the date of electronic acceptance (“Effective Date”) by and between:

Take it Personally B.V., a private limited company (besloten vennootschap) incorporated under the laws of the Netherlands, registered with the Netherlands Chamber of Commerce (KvK) under number 75777568, with its registered office at Daalwijkdreef 47, 1103 AD Amsterdam, Netherlands (“TiP,” “we,” “us,” “our,” “Company”);

AND

The hotel or other hospitality business that accepts this Agreement electronically through TiP’s onboarding form or dashboard, as identified in the account information provided by such business (“Hotel,” “you,” “your,” “Business”).

RECITALS

WHEREAS, TiP operates a digital tipping platform that enables hotel guests to provide cashless tips and feedback directly to hospitality service workers;

WHEREAS, each Tipped Worker who uses the Platform appoints TiP as their commercial agent to collect tips on the Tipped Worker’s behalf, such that tips collected through the Platform are the property of the Tipped Worker and do not pass through Hotel’s hands or come under Hotel’s control;

WHEREAS, Hotel desires to subscribe to the Platform at its location(s) to facilitate cashless tipping for service workers and to access the Hotel-facing services TiP provides, and to improve the guest experience;

WHEREAS, the parties wish to establish the terms and conditions governing Hotel’s use of the Platform;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 Definitions. As used in this Agreement:

“Platform” means TiP’s digital tipping platform, including the mobile application (“App”), web application at mytip.app (“Web App”), website at takeitpersonally.app (“Site”), and all associated software, tools, data, and services.

“Collateral Materials” means physical materials provided by TiP to Hotel, including QR codes, signage, table tents, door hangers, and other branded materials used to facilitate guest access to the Platform.

“Tipped Worker” (also referred to in some contexts as a worker or employee) means any individual who registers through the Platform to receive tips, whether employed by Hotel, by a cleaning company or other contractor engaged by Hotel, or by a staffing agency supplying workers to Hotel.

“Employer of Record” means, with respect to a Tipped Worker, the entity that employs that worker for wage, tax, and employment-law purposes, which may be Hotel, a contractor engaged by Hotel, or a staffing agency.

“Guest” means any hotel guest or visitor who uses the Platform to provide tips or feedback to Tipped Workers.

“Transaction Fee” means the fee charged to Guests for processing tip payments, currently 10% + £0.30 per transaction, which the Guest may choose to add on top of the amount the Guest selected, or have deducted from that amount, at the Guest’s election.

“Confidential Information” means any non-public information disclosed by one party to the other, including business plans, financial information, customer data, technical information, and trade secrets.

“Tipping Act” means the Employment (Allocation of Tips) Act 2023 and the statutory Code of Practice on fair and transparent distribution of tips, as amended or replaced from time to time.

“Commercial Agency” means the arrangement, described in the consumer Terms of Service, under which each Tipped Worker appoints TiP as their non-exclusive commercial agent to collect tips on the Tipped Worker’s behalf.

“Order Form” means the onboarding form, order confirmation, or equivalent record (including in the Hotel dashboard or by email) in which Hotel’s subscription details are set out, including the Subscription Fee, the billing cycle, and any minimum term.

“Subscription Fee” means the recurring fee payable by Hotel for access to the Platform and the Hotel-facing services described in this Agreement, in the amount and on the billing cycle set out in Hotel’s Order Form. The Subscription Fee is for services provided to Hotel and is separate from, and unrelated to, tips, which TiP collects for Tipped Workers as their commercial agent.

2. PLATFORM SERVICES

2.1 Grant of Access. Subject to the terms of this Agreement, TiP grants Hotel a non-exclusive, non-transferable, revocable right to:

Use the Platform at Hotel’s location(s);
Allow Hotel’s Tipped Workers to register for and use the Platform;
Allow Hotel’s Guests to access the Platform via QR codes and web links;
Display Collateral Materials at Hotel’s location(s).

2.2 Platform Features. TiP will provide Hotel with access to the following Platform features:

Digital Tipping: Guests can scan QR codes to send cashless tips directly to Tipped Workers via credit card, debit card, or other payment methods supported by the Platform;
Thank-You Notes: Guests can send thank-you notes to Tipped Workers. (TiP may from time to time offer additional forms of positive guest feedback, such as skill endorsements; any such feature is offered only when and as TiP makes it available.)
Guest Review Prompt: After a Guest sends a tip or thank-you note, the Platform may present the Guest with a prompt to leave a review of Hotel on a third-party review platform. By default, TiP directs this prompt to Hotel’s review listing on Google; Hotel may request a different review destination by email or, where available, through the Hotel dashboard. Hotel is responsible for verifying that the review destination points to Hotel’s correct listing. TiP forwards the Guest to the third-party platform and does not collect, store, host, or control any review or its content; reviews are governed by the third-party platform. TiP is not responsible for the content of any review or for the third-party platform;
Tipped Worker Profiles: Tipped Workers can create profiles visible to Guests, including photos, names, and job titles;
Transaction History: Tipped Workers can view their own tip history and payout information through the App;
Reporting: Hotel can access usage statistics, guest satisfaction analytics, and the periodic recognition reports described in Section 5.5, without access to individual Tipped Worker tip amounts;
Customer Support: TiP provides customer support to Hotel and Tipped Workers via email (support@mytip.app) and during business hours by other channels TiP makes available from time to time.

2.3 Platform Availability and Service Level. TiP will use commercially reasonable efforts to maintain monthly Platform uptime of at least 99%, measured by TiP and excluding:

Scheduled maintenance for which TiP has provided advance notice;
Emergency maintenance or repairs;
Outages of third-party services on which the Platform depends (including Stripe, hosting providers, and telecommunications networks);
Events beyond TiP’s reasonable control (force majeure under Section 16.11).

The 99% uptime target is a service goal and does not entitle Hotel to service credits, refunds, or other monetary remedies. TiP does not guarantee uninterrupted or error-free operation of the Platform.

2.4 Platform Updates. TiP may update, modify, or enhance the Platform at any time. TiP will notify Hotel of material changes that affect Hotel’s use of the Platform.

2.5 Third-Party Services. The Platform integrates with third-party services, including:

Stripe Connect for payment processing and Tipped Worker payout (subject to Stripe’s terms and conditions);
Other third-party services as may be added from time to time.

Hotel acknowledges that TiP is not responsible for the performance, availability, or actions of third-party services.

2.6 Tipped Worker Accounts; Portability and Data Boundaries. Tipped Worker accounts belong to the individual Tipped Workers, not to Hotel. A Tipped Worker downloads and uses the App on the Tipped Worker’s own device, and the account, including tip history, payout history, and recognition information, remains with the Tipped Worker regardless of where the Tipped Worker is employed.

A Tipped Worker may be associated with Hotel’s location while employed there and may later associate the same account with a different employer (including another business that uses the Platform). When Hotel approves a Tipped Worker under Section 5.2.1, Hotel authorizes that Tipped Worker to receive tips at Hotel’s location; Hotel does not thereby acquire ownership of, or control over, the Tipped Worker’s account.

Hotel’s access is limited to information about activity at Hotel’s own location(s). Hotel does not receive, and is not entitled to, a Tipped Worker’s tip data, history, or other account information relating to any other employer or location. TiP maintains these data boundaries between employers.

3. COLLATERAL MATERIALS

3.1 Purchase of Collateral Materials. Hotel may purchase Collateral Materials from TiP, including:

QR code cards, stickers, and signage;
Table tents and door hangers;
Branded promotional materials;
Custom-designed materials (if available).

3.1.1 Design Files for Self-Printing. As an alternative to purchasing printed Collateral Materials, TiP may provide Hotel with design files so that Hotel can arrange printing through its own print vendor. Where Hotel self-prints, TiP supplies the design files only and is not a party to, and has no responsibility for, Hotel’s printing order, print quality, or vendor relationship. Hotel’s use of TiP’s design files remains subject to Section 3.5 (Ownership and Use).

3.2 Pricing and Payment.

Collateral Materials are sold at the prices listed on TiP’s website or as quoted to Hotel;
Hotel will pay for Collateral Materials at the time of order;
Payment is processed through TiP’s online ordering system or by invoice;
All prices are in pounds sterling (GBP) and exclude applicable taxes and shipping costs.

3.3 Shipping and Delivery.

TiP will ship Collateral Materials to Hotel’s address within 10 business days of order confirmation;
Shipping costs are Hotel’s responsibility unless otherwise agreed;
Risk of loss passes to Hotel upon delivery to the carrier.

3.4 Replacements and Reorders.

Hotel may reorder Collateral Materials at any time;
Damaged or defective materials will be replaced at no charge if reported within 30 days of delivery;
Lost or stolen materials are Hotel’s responsibility to replace.

3.5 Ownership and Use.

Hotel owns the physical Collateral Materials purchased from TiP;
TiP retains all intellectual property rights in the designs, trademarks, and content on Collateral Materials;
Hotel may not modify, reproduce, or create derivative works from Collateral Materials without TiP’s written consent;
Each QR code issued by TiP is unique and is assigned for a specific use. Hotel may not copy, duplicate, or reuse a QR code beyond its assigned use, and may not reprint or reissue a previously used QR code. If Hotel needs additional or replacement codes, Hotel must obtain new codes from TiP (including through new design files or a reorder), as previously issued codes cannot be reused;
Upon termination, Hotel will cease using Collateral Materials and may dispose of them or return them to TiP at Hotel’s expense.

4. FEES AND PAYMENT TERMS

4.1 Subscription Fee.

(a) Subscription. Hotel’s use of the Platform is subject to a recurring Subscription Fee, in the amount and on the billing cycle set out in Hotel’s Order Form. The Subscription Fee is agreed individually with Hotel and recorded on the Order Form; it is not a published or standard price. Hotel’s other costs are the purchase of Collateral Materials (one-time and replacement orders) and applicable taxes and shipping.

(b) What the Subscription Fee is for. The Subscription Fee is payable by Hotel for the Hotel-facing services TiP provides under this Agreement, including access to the Platform at Hotel’s location(s), the Hotel dashboard, usage and guest-satisfaction analytics, the recognition reports described in Section 5.5, the Guest Review Prompt, and customer support. The Subscription Fee is entirely separate from tips. Tips are collected by TiP for Tipped Workers in TiP’s capacity as their commercial agent, are the property of the Tipped Workers, and are never applied, set off, or used toward the Subscription Fee or any other amount owed by Hotel. Non-payment of the Subscription Fee does not give Hotel any right to, or interest in, any tips.

(c) Billing and renewal. The Subscription Fee is billed in advance for each billing period through TiP’s payment processor (Stripe) using the payment method Hotel provides. Unless the Order Form states otherwise, the subscription renews automatically for successive billing periods of the same length until cancelled in accordance with Section 14. Hotel authorises TiP and its payment processor to charge the Subscription Fee to Hotel’s payment method for each billing period.

(d) Taxes. The Subscription Fee is exclusive of VAT and any other applicable taxes, which Hotel is responsible for paying where applicable.

(e) Changes to the Subscription Fee. TiP may change the Subscription Fee on at least thirty (30) days’ notice to Hotel, with the change taking effect from Hotel’s next billing period after the notice period. If Hotel does not agree to the new Subscription Fee, Hotel may cancel the subscription under Section 14 before the change takes effect.

(f) Non-payment. If Hotel’s Subscription Fee is not paid when due, TiP may, after giving Hotel notice and a reasonable opportunity to pay, suspend Hotel’s access to the Platform and deactivate tipping at Hotel’s location(s) until payment is made. Suspension for non-payment does not affect tips already collected for Tipped Workers before suspension: those tips remain the property of the Tipped Workers and continue to be paid out to them in accordance with the consumer Terms of Service, regardless of Hotel’s payment status.

TiP may from time to time introduce additional optional paid features. Any such feature will be clearly identified as paid before Hotel enrolls.

4.2 Transaction Fees.

Guests who use the Platform pay a Transaction Fee (currently 10% + £0.30 per transaction);
Guests may choose to add the Transaction Fee on top of the amount the Guest selected, or have it deducted from that amount;
Hotel is not responsible for Transaction Fees;
TiP reserves the right to modify Transaction Fees with 60 days’ notice to users.

4.3 Payment Processing.

All tip payments are processed by Stripe, TiP’s third-party payment processor;
Tips are paid directly to Tipped Workers, not to Hotel;
Hotel does not handle, process, or receive tip payments through the Platform.

4.4 Tipped Worker Payouts. TiP, acting as the Tipped Worker’s commercial agent, pays out tips to Tipped Workers in accordance with TiP’s consumer Terms of Service. At the end of each month, a Tipped Worker’s balance is paid out automatically and free of charge if it is at least a minimum threshold (currently £15); if it is below that threshold, it carries forward and is paid out, free of charge and regardless of amount, no later than the end of the month following the month in which the tips were collected, so that tips are paid promptly and consistently with the Tipping Act timing expectations. Where TiP makes an on-demand payout feature available, a Tipped Worker may request an earlier payout, which may be subject to a fee disclosed to the Tipped Worker before they confirm it. Carried-forward balances do not expire, and TiP charges no dormancy, inactivity, or maintenance fee on balances. Payouts are made to the Tipped Worker’s bank account registered with Stripe. TiP is not responsible for delays caused by incorrect bank information or by Stripe processing or compliance issues. Hotel is not involved in, and does not have visibility into, Tipped Worker payout mechanics, chargeback handling, or Tipped Worker balance management.

5. HOTEL RESPONSIBILITIES

5.1 Collateral Material Placement. Hotel will:

Place Collateral Materials in appropriate, visible locations (guest rooms, common areas, front desk, etc.);
Ensure Collateral Materials remain in good condition and are replaced when damaged or lost;
Not alter, modify, or obscure Collateral Materials without TiP’s consent;
Remove Collateral Materials upon termination of this Agreement.

5.1.1 Replacing QR Codes. Hotel is responsible for keeping QR codes in place and legible, and for replacing those that are lost or damaged. TiP may supply Hotel with a batch of spare QR cards for this purpose; Hotel may assign a spare card to a room or area that needs a replacement. Each spare card carries its own unique QR code. Consistent with Section 3.5, Hotel may not copy, duplicate, or reuse a QR code, and may not reissue a previously used code; when Hotel runs low on spare cards, Hotel will obtain additional codes from TiP.

5.2 Tipped Worker Participation.

Hotel will inform Tipped Workers about the Platform and its availability;
Hotel will encourage (but not require) Tipped Worker participation;
Hotel will not penalize, discipline, or retaliate against Tipped Workers for using or not using the Platform;
Hotel acknowledges that Tipped Worker participation is voluntary.

5.2.1 Third-Party Employers. Some Tipped Workers at Hotel’s location(s) may be employed by a third party, such as a cleaning company, other contractor, or staffing agency, rather than by Hotel directly. Where this is the case, Hotel remains responsible for ensuring that each applicable Employer of Record complies with the obligations of this Agreement that apply to employers of Tipped Workers, and Hotel will flow down those obligations to the applicable Employer of Record as necessary. In all cases, each Tipped Worker is responsible for reporting their own tips, as described in Section 8.

5.2.2 Roster Management. Hotel is responsible for keeping its roster of active Tipped Workers accurate and current on the Platform. In particular, Hotel will:

review and approve (or decline) each individual who requests to be associated with Hotel’s location as a Tipped Worker, confirming that the individual is in fact associated with Hotel’s location before approving;
review each Tipped Worker’s profile information (such as display name or nickname and profile photo) for appropriateness before approval, and may decline or require changes to profile information that Hotel considers inappropriate for its brand;
promptly remove or transition a Tipped Worker who leaves or is no longer associated with Hotel’s location, so that the Tipped Worker no longer appears as active at that location;
otherwise keep its location roster, departments, and assignments current.

The Platform provides Hotel with the tools to perform these functions. Hotel’s approval of a Tipped Worker confirms only that the individual is authorized to receive tips at Hotel’s location; it does not give Hotel ownership of or control over the Tipped Worker’s account, which is addressed in Section 2.6. Removing or transitioning a departed Tipped Worker stops that worker from receiving new tips at Hotel’s location but does not delete the worker’s own account or history, which remain with the worker.

5.3 Guest Communication.

Hotel may promote the Platform to Guests through signage, verbal communication, and marketing materials;
Hotel will not misrepresent the Platform or make promises TiP cannot fulfill;
Hotel will direct Guest questions about the Platform to TiP’s customer support.

5.4 Compliance with Laws; Tips and the Tipping Act.

Hotel will comply with all applicable laws regarding:

Wages and tips, including the Employment (Allocation of Tips) Act 2023 and its Code of Practice;
Employment practices, including the Equality Act 2010;
Tax and National Insurance reporting; and
Privacy and data protection, including the UK GDPR and the Data Protection Act 2018.

Hotel acknowledges and agrees that tips collected through the Platform are collected by TiP as the Tipped Worker’s commercial agent and are the property of the Tipped Worker from the moment of collection. Such tips are not paid to the Tipped Worker by Hotel, do not pass through Hotel’s hands, and are not allocated to the Tipped Worker by Hotel. Accordingly, Hotel acknowledges that:

Hotel does not receive, hold, control, or exercise significant influence over tips collected through the Platform, and such tips are not “qualifying tips” received by Hotel within the meaning of the Tipping Act;
Hotel will not retain, deduct from, or take any share of tips collected through the Platform, and will not direct or influence how such tips are collected, allocated, or paid out;
Nothing in this Agreement relieves Hotel of any obligation it has under the Tipping Act in respect of any tips that Hotel itself receives or controls outside the Platform (for example, cash tips or tips added to a bill and paid to Hotel), which are outside the scope of this Agreement.

For the avoidance of doubt, the Platform does not currently provide tip-pooling or tronc functionality. Tips collected through the Platform are collected for the individual Tipped Worker who is the intended recipient.

5.5 Use of Platform Performance Data — Positive Recognition Only.

The Platform produces periodic reports, including a top-three recognition listing per Hotel location based on factors such as the number of tips received, the number of thank-you notes received, and, where TiP offers them, skill endorsements, and, for some occupations, work-performance metrics (collectively, “Recognition Data”). Recognition Data is delivered to Hotel as a PDF or comparable report; it is not visible to Tipped Workers in the App.

Hotel will use Recognition Data only for positive recognition — including employee awards, commendations, bonuses, or promotion consideration. Hotel will not use Recognition Data, top-performer designations, or guest feedback as a basis for:

Discipline, termination, demotion, suspension, or reduction in hours;
Denial of scheduling preferences or shift assignments;
Performance improvement plans, written warnings, or other adverse employment action;
The sole or primary basis for any significant employment decision affecting a Tipped Worker’s compensation or terms of employment.

Significant employment decisions affecting a Tipped Worker must be made by Hotel with independent human judgment based on factors beyond Platform data. TiP does not make employment decisions about Tipped Workers and is not Tipped Workers’ employer.

5.6 Prohibited Conduct. Hotel will not:

Require Tipped Workers to share tips with management, or otherwise interfere with a Tipped Worker’s entitlement to tips collected through the Platform;
Interfere with tip payments between Guests and Tipped Workers;
Access Tipped Worker accounts or tip information without authorization;
Use the Platform for any illegal or unauthorized purpose;
Attempt to reverse engineer, decompile, or hack the Platform;
Resell or sublicense access to the Platform.

5.7 Data Accuracy.

Hotel will provide accurate information when creating its account;
Hotel will promptly update its account information if it changes;
Hotel will ensure Tipped Worker information provided to TiP is accurate and current.

6. TIP RESPONSIBILITIES

6.1 Platform Operation. TiP will:

Operate and maintain the Platform in accordance with industry standards;
Process tip payments accurately and timely through Stripe;
Provide customer support to Hotel and Tipped Workers;
Protect user data in accordance with TiP’s Privacy Policy;
Maintain compliance with applicable payment card industry (PCI) standards through its use of Stripe Connect.

6.2 Payment Processing. TiP will:

Use Stripe or other reputable payment processors;
Ensure tips are credited to the correct Tipped Workers;
Provide Tipped Workers with transaction history and payout information through the App;
Retain transaction records for at least six (6) years for tax compliance purposes.

6.3 Customer Support. TiP will:

Respond to Hotel inquiries within two (2) business days;
Respond to Tipped Worker inquiries within two (2) business days;
Provide technical support for Platform issues;
Assist with Collateral Material orders and replacements.

6.4 Data Security. TiP will:

Implement reasonable administrative, technical, and physical security measures to protect user data;
Encrypt sensitive data in transit and at rest;
Notify Hotel within seventy-two (72) hours of confirming a data breach affecting Hotel or its Tipped Workers;
Comply with the UK GDPR and the Data Protection Act 2018.

7. INTELLECTUAL PROPERTY

7.1 TiP Intellectual Property.

TiP owns all rights, title, and interest in and to the Platform, including:

Software, source code, and algorithms;
Trademarks, logos, and branding (“Take it Personally,” “TiP,” and related marks);
Content, designs, and user interfaces;
Patents, copyrights, and trade secrets.

This Agreement does not transfer any ownership rights to Hotel;
Hotel receives only a limited license to use the Platform as described herein.

7.2 Hotel Trademarks.

Hotel grants TiP a limited, non-exclusive licence to use Hotel’s name, logo, and trademarks to identify Hotel as a Platform user, including in TiP’s marketing materials, website, customer lists, and Collateral Materials placed at Hotel’s location, unless Hotel opts out as described in Section 16.14;
TiP will obtain Hotel’s prior written approval before publishing any quotation attributed to Hotel or any case study featuring Hotel, as described in Section 16.14;
TiP will not use Hotel’s trademarks in any way that suggests Hotel’s endorsement of a product or service other than the Platform;
This licence terminates on termination of this Agreement, subject to Section 16.14.

7.3 Feedback.

Hotel may provide feedback, suggestions, or ideas about the Platform;
TiP may use such feedback without obligation or compensation to Hotel;
Hotel grants TiP a perpetual, irrevocable, royalty-free license to use feedback for any purpose.

8. TIPS REPORTING

8.1 Worker Self-Reporting. TiP collects tips for Tipped Workers in its capacity as their commercial agent. Tips collected through the Platform are the property of the Tipped Worker who receives them. TiP does not report tips to any employer, to HM Revenue & Customs, or to any other authority on behalf of any Tipped Worker, Hotel, or other party, and does not operate payroll, withhold tax or National Insurance, or file any return in respect of tips.

Each Tipped Worker is responsible for reporting the tips they receive through the Platform to HM Revenue & Customs and for paying any income tax and National Insurance due on them, in the same way as if they had received the tips directly. The Platform does not currently offer any payroll-reporting feature to Hotels in the United Kingdom, and TiP does not provide Hotel with the individual tip amounts received by Tipped Workers.

8.2 Tip Statements. TiP may, as available from time to time, make available to each Tipped Worker through the App a periodic statement of tips received through the Platform, to help the Tipped Worker report their tips. Any such statement is informational only; it is not a tax document and TiP does not file it with any authority.

8.3 No Tax or Legal Advice. TiP is not Hotel’s or any Tipped Worker’s tax adviser, legal adviser, employer, or co-employer. TiP makes no representation about whether tips paid through the Platform qualify for any particular tax treatment. Hotel and each Tipped Worker are responsible for their own tax and legal compliance.

9. CONFIDENTIALITY

9.1 Confidential Information. Each party agrees to maintain the confidentiality of the other party’s Confidential Information, including:

TiP’s Confidential Information: Platform technology, source code, and algorithms; business plans, strategies, and financial information; user data and transaction information; pricing and fee structures.
Hotel’s Confidential Information: Tipped Worker information; business operations and financial information; Guest information.

9.2 Obligations. Each party will:

Use Confidential Information only for purposes of this Agreement;
Protect Confidential Information with the same care it uses for its own confidential information (and no less than reasonable care);
Limit access to Confidential Information to employees and contractors who need to know;
Not disclose Confidential Information to third parties without prior written consent.

These obligations do not apply to information that:

Is publicly available through no fault of the receiving party;
Was known to the receiving party before disclosure;
Is independently developed by the receiving party;
Must be disclosed by law or court order (with reasonable advance notice to the disclosing party where lawful).

9.3 Duration. Confidentiality obligations survive for three (3) years after termination of this Agreement.

10. DATA PROTECTION AND PRIVACY

10.1 Privacy Policy. TiP processes personal data in accordance with its Privacy Policy, available at takeitpersonally.app/uk/privacy-policy/. Hotel acknowledges and agrees to TiP’s Privacy Policy.

10.2 Tipped Worker Data. Hotel represents and warrants that:

It has authority to provide Tipped Worker information to TiP;
It has provided any notice or obtained any consent required from Tipped Workers under applicable law (including, where applicable, the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018);
TiP will process Tipped Worker data only as necessary to provide Platform services.

10.3 Guest Data.

TiP is responsible for Guest data collected through the Platform;
Hotel will not attempt to access or collect Guest data through the Platform without authorization;
TiP will comply with applicable privacy laws regarding Guest data;
Notwithstanding the foregoing, TiP and Hotel may share limited Guest and Tipped Worker information with each other to the extent reasonably necessary to investigate and resolve suspected fraud, abuse, or suspicious activity (for example, a tip that appears not to correspond to a genuine service interaction). Each party will limit such sharing to what is reasonably necessary for the investigation and will handle the information in accordance with applicable law.

10.4 Data Breach Notification.

TiP will notify Hotel within seventy-two (72) hours of confirming a data breach affecting Hotel or its Tipped Workers;
TiP will cooperate with Hotel in investigating and remediating data breaches;
Each party is responsible for its own breach notification obligations under applicable law.

10.5 Data Retention.

TiP will retain transaction data for at least six (6) years for tax compliance;
Hotel may request deletion of its account data upon termination, subject to legal retention requirements;
Tipped Worker accounts and Tipped Worker-controlled data remain accessible to Tipped Workers even after Hotel terminates this Agreement.

11. REPRESENTATIONS AND WARRANTIES

11.1 Mutual Representations. Each party represents and warrants that:

It has full power and authority to enter into this Agreement;
This Agreement does not violate any other agreement or obligation;
It will comply with all applicable laws in performing its obligations;
The person accepting this Agreement is authorized to bind the party.

11.2 TiP Representations. TiP represents and warrants that:

The Platform will function substantially as described in this Agreement;
TiP has the right to provide the Platform services;
The Platform does not, to TiP’s knowledge, infringe third-party intellectual property rights;
TiP will use commercially reasonable efforts to maintain Platform security.

11.3 Hotel Representations and Warranties. Hotel represents and warrants that:

Hotel acknowledges that each Tipped Worker is responsible for reporting their own tips, as described in Section 8;
Hotel complies, and will continue to comply, with all applicable employment, wage, and tips laws, including the Employment (Allocation of Tips) Act 2023 and the National Minimum Wage Act 1998;
where Hotel uses the Guest Review Prompt, Hotel’s use of the feature and the review destination comply with the applicable review platform’s terms and with applicable law (including the UK Competition and Markets Authority and Advertising Standards Authority guidance on online reviews and endorsements), and Hotel has verified that the review destination points to Hotel’s correct listing;
Hotel will not use the Platform for any illegal purpose.

11.4 Disclaimer of Warranties.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TIP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. TIP DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

12. LIMITATION OF LIABILITY

12.1 Liability Cap.

EXCEPT AS PROVIDED IN SECTION 12.3, NEITHER PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE GREATER OF:

TEN THOUSAND POUNDS (£10,000); OR

AMOUNTS PAID BY HOTEL TO TIP IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12.2 Excluded Damages.

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING:

Lost profits or revenue;
Loss of data or business opportunities;
Cost of substitute services;
Damage to reputation or goodwill;

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Exceptions to Caps.

The cap in Section 12.1 does not apply to:

Breaches of confidentiality obligations;
Indemnification obligations under Section 13;
Gross negligence or willful misconduct;
Fraud or intentional misrepresentation;
Hotel’s failure to pay the Subscription Fee or amounts owed for Collateral Materials.

12.4 Essential Purpose.

The parties acknowledge that the limitations in this Section 12 are essential elements of this Agreement and that TiP would not provide the Platform without these limitations.

13. INDEMNIFICATION

13.1 By Hotel. Hotel will indemnify, defend, and hold harmless TiP, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

Hotel’s breach of this Agreement;
Hotel’s violation of applicable laws (including wage-and-hour, employment, and tax laws);
Hotel’s misuse of Tipped Worker or Guest data;
Claims by Hotel’s Tipped Workers regarding tips, wages, employment matters, or tax reporting;
Hotel’s negligence or willful misconduct;
Hotel’s failure to comply with its tax reporting obligations.

13.2 By TiP. TiP will indemnify, defend, and hold harmless Hotel, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

TiP’s breach of this Agreement;
Claims that the Platform infringes third-party intellectual property rights;
TiP’s gross negligence or willful misconduct;
TiP’s violation of applicable privacy laws;
Data breaches caused by TiP’s failure to implement reasonable security measures;

13.3 Indemnification Process.

The indemnified party must:

Promptly notify the indemnifying party of any claim;
Cooperate reasonably in the defense of the claim;
Allow the indemnifying party to control the defense and settlement.

The indemnifying party may not settle any claim without the indemnified party’s consent if the settlement:

Admits liability on behalf of the indemnified party;
Imposes any non-monetary obligation on the indemnified party;
Does not include a full release of the indemnified party.

14. TERM AND TERMINATION

14.1 Term. This Agreement begins on the Effective Date and continues until terminated by either party as provided in this Section 14.

14.2 Termination for Convenience.

By Hotel: Hotel may cancel its subscription and terminate this Agreement at any time, for any reason or no reason, by notice to TiP (including through the Hotel dashboard or by email). Cancellation takes effect at the end of the then-current paid billing period. Hotel’s access continues until the end of that period, after which it ends. The Subscription Fee already paid for the current billing period is non-refundable, and Hotel is not charged for any subsequent period.
By TiP: TiP may terminate this Agreement with thirty (30) days’ written notice to Hotel.

14.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if:

The other party materially breaches this Agreement and fails to cure the breach within fifteen (15) days of receiving written notice;
The other party becomes insolvent, files for bankruptcy, or ceases business operations;
The other party engages in fraud, illegal activity, or conduct that materially harms the other party.

14.4 Effect of Termination. Upon termination of this Agreement:

Hotel’s Obligations:

Remove all Collateral Materials from Hotel premises within thirty (30) days;
Cease using the Platform and TiP’s trademarks;
Pay any outstanding amounts owed to TiP, including any unpaid Subscription Fee for the current billing period and any amounts owed for Collateral Materials;

TiP’s Obligations:

Cease providing Platform services to Hotel;
Remove Hotel’s name and trademarks from active marketing materials within a reasonable time;
Retain transaction data for six (6) years for tax compliance.

Tipped Worker Accounts and Tips:

Tipped Worker accounts remain active and Tipped Workers can continue to access their tip history;
Tips already collected for Tipped Workers remain their property and continue to be paid out to them in accordance with the consumer Terms of Service, regardless of the termination or the reason for it;
Tipped Workers cannot receive new tips at Hotel’s location after termination.

No Refunds:

Hotel is not entitled to a refund of the Subscription Fee for the current billing period;
Hotel is not entitled to refunds for Collateral Materials purchased;
TiP is not obligated to refund any other fees or charges.

14.5 Survival. The following provisions survive termination of this Agreement:

Section 7 (Intellectual Property);
Section 8.3 (No Tax or Legal Advice);
Section 9 (Confidentiality), for three (3) years;
Section 10.5 (Data Retention);
Section 11.4 (Disclaimer of Warranties);
Section 12 (Limitation of Liability);
Section 13 (Indemnification);
Section 15 (Dispute Resolution);
Section 16 (General Provisions).

15. DISPUTE RESOLUTION

15.1 Informal Resolution. Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for thirty (30) days. Each party will designate a senior representative with authority to resolve the dispute.

15.2 Mediation. If negotiation fails, the parties agree to attempt to resolve the dispute through mediation administered by the Centre for Effective Dispute Resolution (CEDR) or another mutually agreed mediator before commencing court proceedings. Each party will bear its own costs of mediation, and the parties will share the mediator’s fees equally. Nothing in this Section prevents either party from applying to court for urgent interim relief.

15.3 Courts. Subject to Sections 15.1 and 15.2, the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter.

15.4 Exceptions. Either party may apply to a court of competent jurisdiction for injunctive relief or other equitable remedies, without first complying with Sections 15.1 and 15.2, for:

Breaches of confidentiality obligations;
Intellectual property violations;
Urgent matters requiring immediate relief to prevent irreparable harm.

16. GENERAL PROVISIONS

16.1 Governing Law. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter, is governed by and construed in accordance with the laws of England and Wales.

16.2 Jurisdiction. Subject to Section 15, the courts of England and Wales have exclusive jurisdiction over any legal proceedings arising out of or in connection with this Agreement.

16.3 Entire Agreement. This Agreement, together with:

Hotel’s Order Form;
TiP’s Terms of Service (takeitpersonally.app/uk/terms-of-service/);
TiP’s Privacy Policy (takeitpersonally.app/uk/privacy-policy/);
Any exhibits attached hereto;

constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral, regarding the subject matter hereof. In the event of a conflict, the Order Form governs as to the Subscription Fee, billing cycle, and term; this Agreement governs as to all other matters.

16.4 Amendments.

TiP may amend this Agreement by providing notice to Hotel by email or through the Hotel dashboard, with at least fifteen (15) days’ notice unless a shorter notice is required by law or to address an unforeseen and threatening risk. Hotel’s continued use of the Platform after the notice period constitutes acceptance of the amended Agreement. Hotel may decline an amendment by ceasing use of the Platform and terminating this Agreement under Section 14 before the amendment takes effect;
TiP may update its Terms of Service and Privacy Policy from time to time. Material changes will be communicated to Hotel via email or notice in Hotel’s account, with at least fifteen (15) days’ notice unless a shorter notice is required by law or to address an unforeseen and threatening risk;
TiP may modify Transaction Fees, Platform features, or service offerings with sixty (60) days’ notice to Hotel. Hotel’s continued use of the Platform after the notice period constitutes acceptance.

16.5 Assignment.

Hotel may not assign or transfer this Agreement without TiP’s prior written consent;
TiP may assign this Agreement to an affiliate or subsidiary, or in connection with a merger, acquisition, or sale of substantially all assets, with notice to Hotel;
Any attempted assignment in violation of this Section is void.

16.6 Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

16.7 Waiver.

No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party;
Failure to enforce any provision does not waive the right to enforce it later;
Waiver of one breach does not waive subsequent breaches.

16.8 Notices. All notices under this Agreement must be in writing and given by electronic means as follows:

To TiP: by email to legal@mytip.app.
To Hotel: by email to the address Hotel provides in its account (as updated by Hotel from time to time), and/or by notice posted in the Hotel dashboard. TiP may also communicate with Hotel through other electronic services TiP designates and that Hotel uses, such as in-app messaging or messaging platforms (for example, WhatsApp) where Hotel has elected to receive communications through them.

A notice given by email is deemed delivered when sent to the applicable email address on file, whether or not actually received, provided the sending party has no reason to believe the address is invalid. A notice posted in the Hotel dashboard is deemed delivered when posted. Each party is responsible for keeping its contact information current. The parties do not require, and will not rely on, notice by postal mail, courier, or in-person delivery under this Agreement.

16.9 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither act nor omission of either party shall be construed to make TiP and Hotel joint employers, co-employers, or the alter ego of each other with respect to any Tipped Worker.

16.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns. No third party (including Tipped Workers or Guests) has any rights under this Agreement.

16.11 Force Majeure. Neither party is liable for delays or failures in performance due to events beyond its reasonable control, including:

Acts of God (earthquakes, floods, fires, storms);
War, terrorism, civil unrest, or government action;
Strikes, labor disputes, or supply chain disruptions;
Internet or telecommunications failures;
Pandemics or public health emergencies;
Acts or omissions of third-party service providers.

The affected party must notify the other party promptly and use reasonable efforts to resume performance.

16.12 Acceptance and Electronic Records.

This Agreement is accepted electronically; no handwritten or wet-ink signature is required. Hotel accepts this Agreement by selecting “I Accept” (or a similar affirmation) during onboarding, by accepting updated terms through the Hotel dashboard or by email, or by continuing to use the Platform after notice of the Agreement or its amendment as provided in Section 16.4. Hotel’s electronic acceptance has the same legal effect as a handwritten signature. The parties agree that this Agreement will not be denied legal effect solely because it is in electronic form or accepted by electronic means, consistent with the Electronic Communications Act 2000 and applicable law. TiP maintains an electronic record of Hotel’s acceptance.

16.13 Interpretation.

Headings are for convenience only and do not affect interpretation;
“Including” means “including without limitation”;
Singular includes plural and vice versa;
“Or” is not exclusive;
References to “days” mean calendar days unless specified as “business days.”

16.14 Publicity.

TiP may identify Hotel as a customer and use Hotel’s name and logo in TiP’s marketing materials, website, and customer lists, unless Hotel opts out by notifying TiP in writing (including by email). TiP will honour an opt-out within a reasonable time after receiving it;
TiP will obtain Hotel’s prior written approval before publishing any quotation attributed to Hotel or any case study featuring Hotel;
Hotel may not issue press releases or public statements about this Agreement without TiP’s prior written consent.

16.15 Compliance with Trade Controls. Each party will comply with all applicable sanctions, export control, and anti-bribery laws, including the Bribery Act 2010 and applicable UK and international sanctions regimes. Hotel will not use the Platform in any manner that would cause either party to breach such laws.

16.16 Third-Party Rights. Except as expressly stated in Section 16.10, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

17. ACCEPTANCE

By clicking “I Accept” (or a similar affirmation) during onboarding, or by otherwise accepting this Agreement electronically as described in Section 16.12, Hotel acknowledges that:

Hotel has read and understood this Agreement;
Hotel agrees to be bound by all terms and conditions;
The individual accepting this Agreement has authority to bind Hotel;
Hotel has reviewed TiP’s Terms of Service and Privacy Policy;
Hotel consents to electronic acceptance, electronic records, and electronic communications.

Version: May 2025