These Terms & Conditions constitute a legally binding agreement made between you, whether personally (“you”) and ITIPS TECHNOLOGY LIMITED (“we”, “us”, “our”). We are registered in Cyprus under registered company number HE 425845, and we are located in 25 Martiou, 27, D. MICHAEL TOWER, Flat/Office 105A, Egkomi, Nicosia, Cyprus.

Who we are?
We are owners (right-holders) of iTips and non-exclusive agents of Clients. We honor and protect the legitimate rights and interests of our users. So, we expect appropriate behavior from our users: to observe these Terms & Conditions and requirements of the laws, to ensure implementation of the rights and lawful interests of us and other users.

What is iTips?
iTips is an IT-solutions that is based on QR-code-powered instant tipping and feedback solution aimed at a wide range of service industries. When you as a Client enter into these Terms & Conditions, we become your non-exclusive agent in order to pass on the tips from your Customers to you. The iTips software can be used for employers and the staff in hospitality, transport & infrastructure, culture & recreation, delivery, shopping, Internet, beauty & medical, fast-food & coffee, and non-profit.

By iTips we give easy way:

• to Customers pay a tip amount;
• to Clients get instantly tips;
• to Employers receive feedback by Customers and statistics by the staff.

iTips is made available to you via our website at https://itips.ai, and our software applications that we may make available.

These Terms & Conditions
This legal document is public and available at https://itips.ai/terms-clients.
These Terms & Conditions (“Client Terms”) define your rights and obligations when you use iTips as a Client, the terms of using the iTips software, the terms of our services and our obligations as your non-exclusive commercial agent, the terms of our Commissions.
Client Terms contain a part of conditions that legal regulates a using our services and should be read in conjunction with General Terms. You can find other legal conditions at https://itips.ai, or as otherwise indicated in iTips.
We reserve the right, in our sole discretion, to make changes or modifications to these Terms & Conditions at any time and for any reason. We will alert you about any changes by iTips and updating the «Last Revised» date of these Client Terms.


Click-wrap for agreement with these Terms & Conditions and to use iTips
By clicking the button with text “I Agree”, creation your Account as a Client in iTips – you agree that have read, understood, and agree to be bound by these Terms & Conditions for iTips Clients and other legal documents that located other legal conditions at https://itips.ai.
Every time you access our services by using iTips - you confirm your agreement with the Terms & Conditions with the last revised.
If you take registration actions, download, upload, copy or by any other approved manner use iTips, or part of it, including if you begin to participate in the use-process with your Account as a Client, then by such actions YOU ACKNOWLEDGE THAT YOU HAVE FULLY READ, UNDERSTAND, ACCEPT AND AGREE WITH THESE TERMS & CONDITIONS, the privacy policy by ITIPS TECHNOLOGY LIMITED, and other legal conditions at https://itips.ai, without the exceptions and qualifications, so you are responsible for their violation.

THE CONDITIONS OF THESE TERMS & CONDITIONS, AND OTHER LEGAL INSTRUMENTS ALLOWED IN THE TERMS AND CONDITIONS ARE SIGNIFICANT FOR YOUR EXECUTION.

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If you do not agree with all of these Terms & Conditions or a part of it, then please don't use the iTips!

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Definitions



The following words and phrases have the following meanings in these General Terms:

Please note: ]

• all singular words include plural ones and vice versa;
• all references to web-sites, clauses, sub-clauses, sections or appendices are to the ones in these Client Term;
• the term "including" does not exclude anything not listed;
• if there is no term in this section of the Client Terms, then such term shall be interpreted in accordance with the designation used in the business environment and the law.

1. Agreement to Client Terms
1.1. The iTips software is licensed, not sold, to you by us. We grant you a revocable, non-exclusive, non-transferable, limited license to use the iTips software solely for your personal purposes strictly as a Client in accordance with these Client Terms and General Terms.

1.2. You must be at least 18 years of age to create an Account and get our services as your commercial agent. By creating an Account and using iTips, you represent and warrant that:

• you can form a binding contract with us; and
• you appoint us as your non-exclusive commercial agent to collect Tips on the terms set out in these Client Terms; and
• you have the legal right to work and receive Tips; and
• you are not a person who is barred from using iTips under the laws of applicable jurisdiction; and
• you will comply with Client Terms and all applicable local, state, national and international laws, rules and regulations; and
• you will not use iTips to obtain funding for illegal purposes; and
• you will not use iTips to receive payment under the contract for the provision of services or work by you for the purpose of tax evasion; and
• your use of iTips will not violate any applicable law or regulation

1.3. Upon entering into the Client Terms, you grant us the authority to be your non-exclusive commercial agent. This is necessary so that we, as your agent, can receive tips from Consumers and transfer them to you subject deducting our Commission and other fees we are entitled charge. For the purposes of obtaining a Tip, we may represent you in a legal relationship with a Consumer and invite him to leave you a tip through iTips.
Please note that we are not your exclusive commercial agent and iTips is a software that allows Consumers to conveniently leave you Tips and you can receive them. Therefore, you can receive Tips from Consumers directly in any other way if it is allowed.

2. How iTips works and Client Terms are executing
2.1. Upon entering into the Client Terms and creation your Account, you will have access to your iTips Account balance. It will state Tips you have received, and money you have taken out.
2.2. After a Consumer scans the iTips QR-code linked or otherwise come to your Account, a Consumer will be able to select the amount of the Tip they want to transfer you through the iTips web interface.
2.3. Tips sent to you will be displayed in your Account as soon as the payment system (provided by a Third Party) transfer payment to you. Note that there are your Tips subject deducting our Commission and other fees we are entitled charge.
2.4. All Tips we collect on your behalf belong to you. When we collect Tips from Consumers on your behalf, we are executing our obligations as your commercial agent.
2.5. You may cash out your received Tips by linking your bank account, debit card, credit card or third-party payment app with your Account.


3. Our obligations and rights
3.1. We provide you with access to iTips and the right to use our software in accordance with the license under these Client Terms and General Rules.

3.2. As your commercial agent, we shall to conclude transactions with Customers and collect Tips on your behalf.

3.3. In accordance with the legislation on personal data (such as GDPR), with the consent of the Consumer, tell you from whom the Tip came from.

3.4. We provide the Customer with the option to increase their Tip to cover our Commission and other fees.

3.5. We collect and hold all money due to you as a result of Tips we collect on your behalf (subject deducting our Commission and other fees we are entitled charge).

3.6. We give you a means to access records relevant to the Tips we have collected on your behalf by your iTips Account.

3.7. We will provide to your employer information about your Tips, Tips amount, your statistics, Consumer reviews for you if your employer uses own iTips account.

3.8. We reserve the right, but not the obligation, to:
3.8.1. monitor iTips and your actions by it for violations of Clients Terms, General Terms and laws;
3.8.2. take appropriate legal action against anyone who, in our sole discretion, violates the law, including without limitation, reporting such User to law enforcement authorities;
3.8.3. otherwise manage the iTips software in a manner to protect our rights and property and to facilitate the proper functioning of iTips;
3.8.4. change, revise, update, suspend, discontinue, or otherwise modify the iTips software at any time or for any reason without notice to you.

4. Your obligations and rights
4.1. You may not access or use iTips for any purpose other than that for which we make iTips available. As a Client of iTips, you agree not to:

• make any unauthorized use of iTips;
• trick, defraud, or mislead us, Customers, and employers;
• attempt to impersonate another Client, person;
• use any information obtained from iTips in order to harass, abuse, or harm another person;
• harass, annoy, intimidate, or threaten any of our employees, or agents, or other Users engaged in providing any portion of iTips to you;
• contact Consumers for fraudulent purposes, obtaining information, stealing information or data, harassing other Clients or Consumers;
• illegally loading, storing, publishing, distributing, making available or otherwise using the intellectual property of third parties (such as photo).

4.2. You agree that you will not create another Account if we have already terminated your account for your violation of Client Terms or laws.

4.3. As an iTips User and as our 'principal' in the commercial agency relationship, you agree to:

• act in good faith;
• promptly deal with any Customer complaint or enquiry relating to Tips.

4.4. You remain personally liable for payments of all taxation applicable to amounts of Tips paid to you through iTips.

4.5. You warrant that have provided information to us that is accurate and complete by your Account.

4.6. You are responsible for maintaining the confidentiality of your login credentials you used to sign up for iTips, and you are solely responsible for all activities that occur under those credentials. If you think someone has gained access to your account, please immediately contact us. Note, you are responsible for all actions (as well as their consequences) committed using the Account, and such actions are considered to be made by you. You should use your best judgment and exercise caution where appropriate while using the iTips software such as carefully indicate your own bank details to send you Tips from Consumers by iTips.

4.7. You have rights as a consumer under applicable consumer laws when you get our services and the iTips software by license. Nothing in Client Terms detracts from those rights. However, you have the right in to cancel Client Terms and cease use iTips by submitting a termination notice us at any time.

5. Commission
5.1. We provide you iTips and execute agent's obligations for a Commission. You agree to pay us our Commission and certain other fees explained in this clause.

5.2. In respect of each Tip, we shall deduct:

• our Commission (plus any applicable VAT or equivalent sales tax); and
• fees we incur relating to processing card payments for collection of the Tip from the Customer, and transfer the balance to your Account, and pay out to your bank account.

5.3. A Consumer has the right to choose how much to pay you the Tip, and also chooses who pays our Commission and fees to process the money transaction:

• In the case a Consumer chooses to pay our Commission and fees to process the money transaction, you will receive an amount equal to 100% of the Tip;
• In the case a Consumer fails to pay our Commission and fees to process the money transaction, these costs will be deducted from your Tip.

5.4. We may also charge you additional Commissions and fees in accordance with our plans that located at https://itips.ai/pricing.

5.5. We are the recipients of the payment using external payment systems provided by Third party. This payment system is integrated with the iTips software and licensed by that Third-party rightsholders. When you get or cash out Tips you should comply with the requirements and instructions of the Third Party that provided the payment system for money transfer.

5.6. We may at any time change the size of Commissions, the terms of payments, the content and volume of the iTips license as a software. So, we will notify our Clients about it.

5.7. In the case when we did not receive any claims from you about the lack of access to iTips, or about our execution of obligations as your commercial agent - within 3 business days from the date of Tips (money) transfer to your bank account, then it is considered that we fully fulfilled our obligations with you.

6. Privacy policy
6.1. We care about your data privacy and security. You must register and create an Account to use iTips. If you do so, you give us a permission to use your privacy data. For more information regarding the data, we collect from you and how we use it, please see our Privacy Policy that located at https://itips.ai/privacy.

7. Termination
7.1. These Client Terms commences on the date of clicking the button with text “I Agree” and continues until the earlier of:

• either of us serving notice to terminate these Client Terms; or
• you don't use iTips more than 3 months or longer; or
• you violate General Terms, or Clients Terms, or laws one time or more; or
• you send us a request to cease use iTips and delete your Account; or
• we send you a termination notice.

7.2. We reserve the right to cease to provide iTips to you without further notice – in cases of your violations General Terms, Client Terms, laws of the Republic of Cyprus, or local laws of your location, or rights of the Third party or we define that you use iTips in the manner that can cause damage us or third parties.
7.3. You may cease use iTips by submitting a request (a termination notice) us to delete your Account any time. Note, from the time we receive such a request:

• You will no longer be able to receive Tips using the iTips software and our services as an agent;
• We will pay out to you any outstanding balances due to you within 40 business days of your request minus our Commission and fees to process the money transaction.

7.4. We may terminate Client Terms by serving written notice to you by email or otherwise where we no longer are able to (or wish to) provide you iTips. This case we shall endeavor to give you at least 3 business days a termination notice.

8. Liability by these Client Terms
8.1. Please note 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 (minus our Commission and such other fees we are entitled to charge).
Except as stated in these Client Terms, we are 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.

8.2. We cannot guarantee that iTips will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to iTips, resulting in interruptions, delays, or errors. The same issues may arise the Third Party's payment system.
The stability of the iTips software depends on the availability, functioning and limitations of the Internet in your country of residence. We are not responsible for problems with the operation of the iTips software due to technical limitations and (or) changes and (or) legislative restrictions of any state and (or) problems, including API provided by third parties.

8.3. The iTips software is provided on an «AS-IS» and as-available basis. You agree that your use of the iTips software will be at your sole risk. You agree that we use a third-parties' solutions (such as payment system) to execute our obligations. When you use iTips we will not be liable for any failure or delay in performing obligations (including a failure to pay Tips amounts) resulting from any cause beyond our reasonable control.

8.4. We make no warranties or representations about the accuracy or completeness of the iTips’s content or the content of any websites linked by us, and we will assume no liability or responsibility for any:

• errors, mistakes, or inaccuracies of content and materials in the iTips software;
• personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the iTips software;
• any unauthorized access to or use of any servers and / or any and all personal information and / or financial information stored therein;
• any errors or omissions in any content and materials or for any loss or damage to any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via iTips.

8.5. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use iTips during any downtime or discontinuance of the iTips software or our agent's services. Nothing in General Terms and Client Terms will be construed to obligate us to maintain and support the iTips software or to supply any corrections, updates, or releases in connection therewith.
8.6. Nothing in these Client Terms will establish any rights to us to enter any commitments with anyone for or on behalf a Client except collecting and transfer Tips.

9. Governing law
9.1. Client Terms will be governed by and construed in accordance with the laws of the Republic of Cyprus without reference to conflicts of law rules and principles. Client Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Any dispute arising out of the interpretation or application of the terms of Client Terms or any breach thereof shall, unless it is settled by direct negotiation, be adjudicated by arbitration in the Republic of Cyprus. Any award rendered by the arbitrator shall be final and binding on the parties and any judgment on such arbitration award may be enforced in any court of competent jurisdiction. Nothing in this section shall prevent a party from seeking or obtaining equitable relief from a court of competent jurisdiction, whether before, during or after arbitration proceedings.

10. Miscellaneous
10.1. These Client Terms constitutes the entire agreement between you and us. It supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between us, whether written or oral, relating to its subject matter.


10.2. If any provision or part of a provision of these Client Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Client Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment created between you and us.

10.3. 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.

10.4. You agree that Client Terms will not be construed against us by virtue of having drafted them.

11. Contact us

In order to resolve a complaint regarding iTips or to receive further information regarding use of the iTips software, please contact us at:

Ekaterina Kochneva
25 Martiou, 27, D. MICHAEL TOWER, Flat/Office 105A, Egkomi, Nicosia, Cyprus
info@itips.ai

If you don't agree to the terms contained in these Terms & Conditions, so you must immediately exit the iTips software and delete all iTips' information from your device, and you prohibited to use the iTips software.