Credit Services Terms & Conditions

IMPORTANT –THE CREDIT MECHANISM GOVERNED BY THESE T&CS IS INTENDED SOLELY TO FACILITATE THE ISSUANCE OF BOOKING-LINKED CREDIT AND GENUINE GOODWILL GESTURES. IT IS NOT INTENDED TO CONSTITUTE, AND MUST NOT BE OPERATED AS, A CONSUMER CREDIT FACILITY, A LOAN, OR ANY OTHER FORM OF REGULATED FINANCIAL ACCOMMODATION. PROVIDERS ARE SOLELY RESPONSIBLE FOR ENSURING THAT THEIR USE OF THE PEBBLE CREDIT SERVICES COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS.

These terms and conditions (the “T&Cs”) are a contract between you (the “Provider”) and SPROUT CARE LIMITED (trading as "Pebble") whose registered office is situated at 3rd Floor 86-90 Paul Street, London, England, EC2A 4NE, with registered company number 13045499 (“Pebble”). 

OVERVIEW

Pebble and the Provider have already entered into an agreement (“Pebble Service Agreement”) pursuant to which Pebble is providing access to: (i) Pebble’s online platform which allows care seekers to book, reschedule, check the availability of activities and other services which are targeted at children and send enquiries relating to such activities and services (and any related Pebble-owned or licensed technology); and (ii) services which support the provision of the Pebble Platform (“Pebble Services”). 

In addition to the Pebble Services, the Provider intends to enable and access the Pebble Credit Services (defined below), and these T&Cs govern the Provider's access to and use of the Pebble Credit Services.

Pebble may amend these T&Cs from time to time and such amendments will be effective upon posting of such updated T&Cs. The Provider’s continued use of the Pebble Credit Services after such posting constitutes its consent to be bound by these T&Cs, as amended.

BY CLICKING "ACCEPT" OR ENABLING THE PEBBLE CREDIT SERVICES VIA THE PEBBLE PORTAL, THE PROVIDER ACCEPTS AND AGREES TO BE BOUND BY THESE T&CS. THE PROVIDER MAY NOT ENABLE OR USE THE PEBBLE CREDIT SERVICES UNTIL THESE T&CS HAVE BEEN ACCEPTED.

AGREED TERMS

1.DEFINITIONS

1.1 Capitalised terms used but not defined in these T&Cs shall have the meanings given to them in the Pebble Service Agreement. In these T&Cs, the following additional terms shall have the meanings set out below:

1.2 In the event that there is any conflict between the terms of these T&Cs and the Pebble Service Agreement, the order of priority will (unless otherwise expressly stated in such documentation) be as follows: (i) these T&Cs; and (ii) the Pebble Service Agreement.

2. ENABLING THE PEBBLE CREDIT SERVICE

2.1 The Provider may enable the Pebble Credit services at any time via the Pebble Portal, provided that:

2.1.1 the Pebble Service Agreement is valid and subsisting at the time of, and throughout the period of, the Provider's use of the Pebble Credit Service;

2.1.2 the Provider has accepted these T&Cs in accordance with the acceptance mechanism described in the Overview section above; and

2.1.3 the Provider complies with all obligations set out in these T&Cs.

3. PROVIDER OBLIGATIONS

3.1 The Provider may only issue Credit to a User in the following circumstances:

3.1.1 where a User has cancelled an Activity booking, and the Provider's Credit Terms require or permit the issuance of Credit in lieu of a refund in such circumstances;

3.1.2 where the Provider has cancelled an Activity booking, and the Provider's Credit Terms require or permit the issuance of Credit in lieu of a refund in such circumstances; or

3.1.3 as Goodwill Credit.

3.2 Where Credit is issued pursuant to clause 3.1.1 or 3.1.2 (i.e. in connection with a cancelled Activity booking), the Provider must not issue Credit to any individual User in an amount that exceeds the Per-Customer Credit Cap in respect of that specific cancelled Activity booking. 

3.3 The Provider acknowledges that issuing cancellation-linked Credit in excess of the Booking Value of the relevant cancelled Activity booking creates regulatory risk, including the risk that such excess Credit may be characterised as a regulated financial accommodation or consumer credit. The Provider is solely responsible for any regulatory consequences arising from any breach of clause 3.2.

3.4 Where the Provider issues Goodwill Credit pursuant to clause 3.1.3:

3.4.1 such Credit must be a genuine and unconditional gift to the User, issued without any expectation or requirement of repayment, counter-performance or any other obligation on the part of the User; and

3.4.2 the Provider must not issue Goodwill Credit in circumstances where the effect, in practice, is to create a financial accommodation, loan or credit facility in favour of the User.

3.5 For the avoidance of doubt, nothing in these T&Cs limits or affects any right a User may have under applicable law to receive a cash refund.

3.6 The Provider:

3.6.1 shall ensure that any Credit Issuance is made in accordance with the Provider's Credit Terms and all applicable laws and regulations (including consumer protection and consumer credit legislation);

3.6.2 shall ensure that its Provider Credit Terms clearly and accurately describe the circumstances in which Credit may be issued to Users, the value of Credit that may be issued, and the terms on which Credit may be applied;

3.6.3 shall not issue Credit in a manner that is misleading, deceptive or otherwise contrary to applicable consumer protection legislation; and

3.6.4 shall be solely responsible for the management of all disputes with Users arising from the issuance or non-issuance of Credit.

3.7 The Provider shall promptly provide Pebble with any assistance, information and documentation that Pebble reasonably requests in order to:

3.7.1 maintain the accuracy of the Credit Ledger;

3.7.2 verify the Provider's compliance with these T&Cs; and

3.7.3 respond to any regulatory inquiry, complaint or investigation relating to the Pebble Credit Service.

3.8 The Provider shall promptly notify Pebble if it becomes aware of any error in the Credit Ledger or any Credit Issuance that was made in error, and shall co-operate with Pebble to rectify any such error.

4. SERVICES

4.1 Pebble's role in relation to the Pebble Credit services is limited to:

4.1.1 maintaining the Credit Ledger;

4.1.2 displaying the User's available Credit balance to the User at checkout when the User makes a subsequent Activity booking with the relevant Provider; and

4.1.3 applying such Credit as the User elects to apply (in a custom amount chosen by the User) against the total cost of the User's booking at checkout.

4.2 For the avoidance of doubt:

4.2.1 Pebble does not hold, control or underwrite any Credit at any time. Credit is an obligation of the Provider to the User and the Provider is solely responsible for honouring Credit balances recorded in the Credit Ledger;

4.2.2 Pebble is not a party to any arrangement between the Provider and a User in relation to Credit, and assumes no liability in respect of any Credit Issuance or any failure by the Provider to honour Credit; and

4.2.3 the Credit Ledger is a record-keeping tool only. The existence of a Credit balance in the Credit Ledger does not create any obligation on Pebble and does not constitute any representation or warranty by Pebble as to the enforceability or value of that Credit.

4.3 The Provider acknowledges that once Credit is applied at checkout, the corresponding amount will be deducted from the User's Credit Ledger balance.

4.4 Pebble does not endorse, recommend or otherwise take any responsibility for the Provider's Credit Issuance decisions. Any Credit issued by a Provider is issued solely on the Provider's own authority and at the Provider's sole discretion.

5. MONITORING AND REPORTING

5.1 Pebble reserves the right to monitor Credit Issuances made by Providers, including by reference to reports which identify whether a Provider is, on an aggregate basis, issuing more Credit across a given calendar month than it has received in Booking Fees during that same period.

5.2 The Provider shall co-operate fully with any review or inquiry carried out by Pebble pursuant to clause 5.1 and shall provide any information, documentation or explanation reasonably requested by Pebble within five (5) business days of any such request (or such shorter period as Pebble may specify in circumstances of urgency).

5.3 Where, following a review pursuant to clause 5.1, Pebble reasonably determines that the Provider has breached (or is at risk of breaching) its obligations under these T&Cs, Pebble may:

5.3.1 suspend the Provider's ability to issue Credit pending the Provider's compliance with such corrective action; or

5.3.2 terminate these T&Cs in accordance with clause 7.

5.4 The Provider acknowledges and agrees that Pebble's failure to identify a breach of these T&Cs through its monitoring activities shall not constitute a waiver of Pebble's right to take action in respect of such breach at a later date.

6. INDEMNITY

6.1 The Provider shall indemnify, defend and hold harmless Pebble and its officers, directors, employees, agents and subcontractors from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable legal fees) arising out of or in connection with:

6.1.1 any Credit Issuance made by the Provider, including any claim by a User, a regulator or any third party arising from or in connection with any Credit issued by the Provider;

6.1.2 any breach by the Provider of its obligations under these T&Cs, including any breach of the Per-Customer Credit Cap;

6.1.3 any allegation that the Provider's Credit Issuances constitute a regulated credit activity, consumer credit arrangement or other regulated financial service;

6.1.4 the Provider's failure to comply with applicable law in connection with its use of the Pebble Credit Service; and

6.1.5 any dispute between the Provider and a User in relation to Credit.

6.2 The limits and exclusions of liability set out in clause 9 of the Pebble Service Agreement shall not apply to the Provider's obligations under this clause 6.

7. TERM AND TERMINATION

7.1 These T&Cs will start on the Credit Terms Effective Date and continue until:

7.1.1 either Party terminates these T&Cs in accordance with this clause 7; or

7.1.2 the Pebble Service Agreement terminates

7.2 Either Party may terminate these T&Cs if:

7.2.1 it provides thirty (30) days' written notice to the other Party of its intention to terminate these T&Cs;

7.2.2. the other Party commits a material breach of any term of these T&Cs which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so; or

7.2.3 the other Party suffers an insolvency event (or an analogous event).

7.3 Pebble may immediately terminate or suspend these T&Cs if:

7.3.1 Pebble suspends or terminates the Pebble Service Agreement;

7.3.2 Pebble reasonably believes that the Provider has breached the Per-Customer Credit Cap or any other material provision of these T&Cs and such breach poses a risk of harm to Users or regulatory risk to Pebble;

7.3.3 a regulatory authority notifies Pebble that the Provider's use of the Pebble Credit services may constitute a breach of applicable financial services or consumer credit legislation; or

7.3.4 Pebble notifies the Provider in advance of suspending and explains the reason(s) for doing so.

7.4 Upon expiry or termination of these T&Cs:

7.4.1 each Party shall return or destroy all of the other Party's confidential information in its possession or control within thirty (30) days of such expiry or termination (unless reasonably required to retain certain confidential information by law);

7.4.2 Pebble shall freeze the Credit Ledger as at the date of termination;

7.4.3 the Provider shall remain solely responsible for honouring any outstanding Credit balances owed to Users as at the date of termination, and Pebble shall have no obligation to facilitate the redemption of such Credit after termination;

7.4.4 all rights and licences in relation to the Pebble Credit services shall automatically cease and the Provider shall immediately stop using the Pebble Credit Service; and

7.4.5 clauses 1, 3.6, 4.2, 5.4, 6, 7.4, 8, 9 and 10 shall continue in full force and effect.

7.5 Any termination of these T&Cs shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party.

8. LIABILITY

8.1 Each Party represents, warrants and undertakes that it has: (i) the requisite rights, consents, power and authority to enter into these T&Cs and to perform fully its obligations hereunder; and (ii) not entered into and will not enter into any arrangement which would restrict or inhibit the exercise by the other Party of its rights under these T&Cs.

8.2 This clause 9 sets out the entire liability of each Party (and their employees, agents, consultants, and subcontractors) to the other, in respect of any breach of these T&Cs, any use by the Provider of the Pebble Credit services or the Pebble Platform, and any representation, statement or tortious act or omission (including negligence) arising in connection with these T&Cs.

8.3 Nothing in these T&Cs limits or excludes the liability of either Party for death, personal injury, fraud, fraudulent misrepresentation or fraudulent misstatement.

8.4 Subject to clause 9.3, Pebble shall not be liable to the Provider for loss of profits, business, goodwill, anticipated savings, goods, contract, use or data, or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

8.5 The total liability of Pebble to the Provider arising in connection with the performance, or contemplated performance, of these T&Cs, will be limited to the total amount of Fees paid or payable to Pebble in the twelve (12) months preceding the relevant claim under these T&Cs.

8.6 Except as expressly provided in these T&Cs, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.7 Pebble makes no representation or warranty that the Pebble Credit Service, or the Provider's use of it, will be compliant with any applicable financial services, consumer credit or other regulatory requirements. 

9. GENERAL

9.1 These T&Cs set out the entire understanding between the Parties with respect to the subject matter and supersede all prior oral and written representations, arrangements and understandings between the Parties relating thereto.

9.2 Nothing in these T&Cs shall be deemed to constitute a partnership or agency relationship between the Parties.

9.3 If any part of these T&Cs is or becomes unenforceable, such part will be construed as far as possible to reflect the Parties' intentions and the remainder of the provisions will remain in full force and effect.

9.4 No forbearance, delay or indulgence by either Party in enforcing the provisions of these T&Cs shall prejudice or restrict the rights of that Party nor shall any waiver of rights operate as a waiver of any subsequent breach of these T&Cs.

9.5 These T&Cs are made and shall be construed in accordance with the laws of England and the Parties submit to the non-exclusive jurisdiction of the English courts in relation to any dispute arising therefrom.

9.6 A person who is not a Party to these T&Cs shall not have any rights under or in connection with it other than to the extent permitted by law.

9.7 The Provider may not, without the prior written consent of Pebble, transfer, assign or novate its rights or obligations under these T&Cs.

9.8 All notices to be given under these T&Cs must be in English, in writing and sent to the other Party at the address stated at the head of these T&Cs (or using such other contact details as either Party has notified to the other).