Last updated: 30/09/2016
Bink is operated by Loyalty Angels Limited, a company registered in England under Company number 09181487, whose registered office at 2 Queens Square, Ascot Business Park, Lyndhurst Road, Ascot, Berkshire, SL5 9FE (“we”, “our”, or “us”). For the purpose of the Data Protection Act 1998, we are the data controller.
If you have any questions about our privacy practices, please contact us here.
When you subscribe to our service via the Site or App, we may collect a variety of information from you, which may include:
Personal information you provide us
Personal information is information that can be used to identify or contact a single person (“Personal Information”). You may provide Personal Information to us when you register to use the Site or App, when filling in forms on our Site or App; using the service (such as registering your payment card or loyalty scheme card); corresponding with us by phone, e-mail or otherwise; participating in discussion boards; sharing, linking or using any other social media functions on our Site or App; or if you enter a competition, promotion or survey. Personal Information you give us may include your name, address, e-mail address, phone number, financial and credit card information, loyalty card information, personal description and photograph.
Also, in the course of providing Services to you, we may collect sensitive personal information about you, such as your racial or ethnic origin, political opinions, membership of a political association, religious beliefs, philosophical beliefs, memberships of a professional or trade association or trade union, sexual preferences or practices, criminal record or health. If you disclose sensitive personal information to us, we will only use it for the purposes for which it was provided and as permitted by law.
Information that we collect about you
Each time you visit our Site or use our App, we may automatically collect the following information:
We may also use GPS technology to determine your current location. Some of our location-enabled services require your personal information for the feature to work. If you wish to use the particular feature, you will be asked to consent to your information being used for this purpose. You can withdraw your consent at any time by updating your location services preferences in the handset via Settings.
Information we receive about you from other sources
We may receive information, including Personal Information, about you from third parties we work closely with (including, for example, business partners, sub-contractors in technical, payment and delivery services, advertising networks, analytics providers, search information providers and credit reference agencies).
Specifically, in order to provide the Services to you, we receive transaction information from your payment network (e.g. MasterCard, Visa, and American Express or other payment networks we may work with) about purchases you make with your payment card (“Linked Card”), including, but not limited to, purchase amount, purchase time and date and Merchant for each transaction. By connecting any Linked Card via the Service, you authorise your payment network to examine transactions on your Linked Card and to share the transaction data with us in order to facilitate your participation in the Service and for reporting to the relevant Merchant, and you give us the right to use the transaction data from your Linked Card until you remove your Linked Card from the service. You may remove your Linked Card at any time via the Service to prevent future transactions associated with the Linked Card being captured via the service. We may retain the data associated with you Linked Cards for historical transactions which will be used to provide a historical transaction overview for you and Merchants and which will allow you to monitor, preserve and track your collection of loyalty points, tokens or rewards balances on loyalty schemes to which you belong.
If you have registered for the Service on our Site or App via Facebook, or other third party social networking sites ("SNS"), we will obtain information you have provided to the SNS (such as your name, profile picture, email address and other information you make publicly available via the applicable SNS) from the account you have with such SNS and will use that information to create your Bink account and each time you register for a loyalty scheme or membership program. The information we obtain may depend on the privacy settings you have with the SNS.
We may combine the information we receive about you with information you give to us and information we collect about you and use the combined information for the purposes set out below (depending on the types of information we receive).
We use your information for the following purposes:
We may further use your information to improve our Service and to offer you tailored content so that you have a more relevant and beneficial experience and to analyse and understand how our Site, App and Service are used, which includes (without limitation):
We may share information about you with Merchants and our business partners, suppliers and sub-contractors that we engage to help us provide the Services to you or to process your information.
We may disclose your information with any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries (“Loyalty Angels Group”).
Your information may be used by us and/or other members of the Loyalty Angels Group to contact you by email and SMS with information and offers on products/services provided by us and/or other members of the Loyalty Angels Group. If you use our App, we may use push notifications to contact you (where we have your consent).
Where you have given us your express consent, we will supply your information to our business partners and selected third parties, including Merchants, so that they may contact you with information and offers which may be of interest to you, and that such information can not be re-sold by them.
If you decide at any time that you no longer wish to receive marketing communications from us by email or SMS, please follow the unsubscribe instructions provided in any of the communications you receive from us or contact us (see "Changing or Deleting Information" below). If you no longer want to receive push notifications, you can update your preferences in the App via Settings.
We may transfer, sell or assign any of the information described in this policy to third parties as a result of a sale, merger, consolidation, change of control, transfer of assets or reorganisation of our business, but will take appropriate steps to ensure the confidentiality of your information in accordance with these terms.
If you wish to review or receive copies of the Personal Information we hold about you, change your marketing preferences or have any other privacy queries, please write to us (including full details of your request) here.
We may reject requests that are unreasonably repetitive, require disproportionate technical effort, risk the privacy of others, or would be extremely impractical (for instance, requests concerning information residing on backup systems). We may charge a small administration fee (not exceeding the maximum permitted by law in England) in relation to fulfilling a request for access to Personal Information.
You may review, update, correct or delete the Personal Information you provide to us in course of the use of the Service via the Site and App or by contacting us. If you completely delete any or all such information, then your account may become deactivated or certain functionality may be reduced. If you would like us to delete your account in our system, please contact us at here with a request that we delete your Personal Information from our database. We will use commercially reasonable efforts to honour your request. We may retain an archived copy of your records as required by law.
We take the security of your Personal Information very seriously and use strict procedures and security features to try to prevent unauthorised access of your Personal Information.
Although we will do our best to protect your Personal Information, the transmission of information via the internet is not completely secure and we cannot guarantee the security of your Personal Information transmitted to our Site or App. As such, any transmission is at your own risk.
We have put into place the following procedures to protect the Personal Information we hold about you from misuse and loss, and from unauthorised access, modification or disclosure:
We work hard to maintain these procedures and keep them current and up to date.
Our Site or App may contain links to and from other websites (“Third Party Sites”). If you choose to follow a link to a Third Party Site, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before submitting any information to a Third Party Website.
The fact that we link to a Third Party Site should not be taken as an endorsement, authorisation or representation of our affiliation with that third party or of the information, products, goods or services that third party may offer.
Last Updated: 23/09/2016
Welcome to Bink, a service which introduces and connects users to loyalty scheme and membership programs (the "Service").
The Site and App are operated by Loyalty Angels Limited (trading as Bink), whose registered office address is at 2 Queens Square, Ascot Business Park, Lyndhurst Road, Ascot, Berkshire, SL5 9FE ("we", "our", or "us").
Please read these Terms carefully to be sure that you understand them. By using our Site or App, you confirm that you accept these Terms and that you agree to comply with them. If you do not agree to these Terms, you must not use our Site or App.
We will try to keep everything in this document as straightforward as possible, but if there is anything that concerns you or you do not understand, please get in touch with us by emailing us here or writing to us at our address above.
These Terms refer to the following additional and important terms, which also apply to your use of our Site or App:
You must be over 18 years old and a resident of the United Kingdom or Republic of Ireland to register for and use the Service. The Service is for the personal use of individual users only and may not be transferred by you to any other person or entity or used in connection with any commercial endeavours. You must not allow anyone to access the Service on your behalf.
In order to use the Service, you will need to create an account. You may create an account using Facebook or other third party social networking service ("SNS"), which can make sign-up faster and grant you access to additional features of our Service.
If you create an account, we will obtain certain personal information about you (such as your name, email address and other information you provide or have made publically available), and use that information to create your account. If you create an account via SNS, the specific information we receive will be dependent on your privacy settings. By linking and using your SNS account, you authorise us to access and collect your information for these purposes. You must only link your own SNS account.
When you create an account with us, you agree to provide accurate, current and complete information about yourself and you agree not to misrepresent any information relating to yourself or your identity. By providing us with your email address, you agree to receive all Service related notices electronically to that email address.
You are responsible for safeguarding your account and are responsible for activities that occur under your account. You must notify us immediately here if your password is lost, stolen, or disclosed to an unauthorised third party, or if your account has otherwise been compromised.
The Service is free to you to use as a consumer and is meant as an aid for you in organising and managing your interaction with retailers and/or service providers who run loyalty scheme or membership programs (“Merchants”). Amongst other things, the Service is intended to help you to:
To use the Service, you may link one or multiple qualifying payment cards with your account ("Linked Card" or “Linked Cards”). Please note that not all payment cards are eligible for such linking and this will be notified to you at the time you attempt to link the card.
By registering for the Service and linking a payment card, you agree that your payment network (e.g., MasterCard, American Express, Visa or any other payment networks we may work with), may examine transactions (including returns) made on your Linked Card to identify relevant transactions made with each Merchant you have registered with and share this transaction data with us in order for us to provide you with the Service and for reporting to the relevant Merchant.
Not all transactions made with your Linked Card may be relevant to the Service or eligible for Loyalty Rewards.
We will use the transaction data to:
By using the Service, you authorise us and/or our service providers to access any loyalty schemes or membership programs selected by you, on your behalf, to retrieve information from various sources (including payment networks) and to take all necessary steps to register for access to loyalty schemes or membership programs requested by you. For all such purposes, you agree that we may access third party internet sites, servers or documents, retrieve information, and use your information, all as described above.
If you upload content to our Site or App (“Content”), you will be solely responsible for that Content.
You agree not to submit any Content to our Site or App that:
Any Content you upload to our Site or our App will be considered non-confidential. You retain all of your ownership rights in your Content, but by uploading content to our Site or App, you automatically grant, and you represent and warrant that you have the right to grant, to us an irrevocable licence to use, copy, display and store Content you submit (including but not limited to any information accessed from your loyalty schemes) and to edit, modify, and prepare derivative works of, or incorporate into other works, such Content, and grant and authorise sublicenses of the foregoing to third parties.
For example purposes only, we may
We will not be responsible, or liable to any third party, for the content or accuracy of any Content posted by you or any other user of our Site or App. We reserve our right to disclose your identity to any third party who is claiming that any Content posted or uploaded by you to our Site or App constitutes a violation of their intellectual property rights, or of their right to privacy.
We reserve the right to remove any Content you post on our Site or App if, in our opinion, your post does not comply with these Terms.
The views expressed by other users on our Site do not represent our views or values.
Our Service may be used and accessed for lawful purposes only. You agree that you will not do any of the following while using or accessing the Service:
We reserve the right to investigate and prosecute violations of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.
Additionally, the following activities are prohibited and constitute a violation of these Terms:
We reserve the right to change or discontinue, temporarily or permanently, the Service at any time without notice. You agree that we shall not be liable to you or any third party for any modification or discontinuance of the Service.
You may cancel your account at any time by contacting us by email here. On cancellation, your account details containing your personal information will be deleted from our systems. Please note that your account details will not be deleted by deleting the App alone.
We may at any time suspend your use of the Service on reasonable grounds which relate to:
You will normally be given advance notice (by email) if your use of the Service is going to be suspended. Such notice will tell you why such action is being taken. Please note that you will not receive notice or details of why the action is being taken if this would compromise reasonable security measures or if it is unlawful to do so.
Accounts that remain inactive for more than 6 months may be subject to automatic cancellation. Once your account is cancelled (whether by you or us), you will no longer be able to access your account or any Content you have submitted to the Site or App.
We will not be liable to you or to any third party for the suspension or termination of your account or your access or use of the Service. Once your account is terminated, you understand and acknowledge that we will have no further obligation to provide the Service to you or provide you with access to any of your account information or Content.
We are the owner or the licensee of all intellectual property rights (including copyright, trade marks, database rights), in and to our Service, Site and App. The contents on our Site and App including their “look and feel” are protected by copyright laws and treaties around the world. All such rights are reserved by us.
You must not our Site or App, or use any part of the content on our Site or App, for commercial purposes without obtaining a licence to do so from us or our licensors.
Our Site or App may contain links to websites and/or apps of Merchants and other third parties (“Third Party Sites”). We do not endorse the Merchants, companies or contents of any Third Party Site, or the products, goods or services offered via any Third Party Site (“Third Party Services”).
Third Party Sites have not been verified or reviewed by us. Your access and use of any Third Party Site, including any purchase of Third Party Services you make from a Third Party Site, is entirely at your own risk and discretion and subject to the terms and conditions and privacy policies of that Third Party Site. We expressly disclaim any liability related to your use of any Third Party Sites or Third Party Service.
You agree to indemnify us and our service providers and keep us and our service providers indemnified from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable lawyers’ fees) arising out of or attributable to any misuse by you of the Service, your violation of these Terms or your infringement of any intellectual property or other right of anyone.
Your use of Service and all information, products and other content (including that of third parties) included in or accessible from the Service is at your sole risk. The Service is provided on an "as is" and "as available" basis. We expressly disclaim all warranties of any kind as to the Service and all information, products and other content (including that of third parties) included in or accessible from the Service, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
We and our service providers make no warranty that:
Any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from us through or from the Service will create any warranty not expressly stated in these terms.
Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our Service, Site or App or any content on it, whether express or implied.
We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
Please note that we only provide our Service, Site or App for domestic and private use. You agree not to use our Service, Site or App for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, loss of anticipated savings, or any indirect or consequential loss or damage.
We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Service, Site or App to your downloading of any content on it, or on any website linked to it.
We assume no responsibility for the content of websites linked on our Site or App. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
Please check this page and subsequent pages from time to time to take notice of any changes we made, as they are binding on you. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms.
If any part or provision of these Terms is found to be unlawful or unenforceable, this shall not affect the validity of any other part or provision.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
These Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction over any claim brought by you arising from, or related to, use of the Service or these Terms.
A cookie is a small file of letters and numbers that we may store on your browser, on the hard drive of your computer or on any other device that you may use (together your “Device”) if you agree. Cookies contain information that is transferred to your Device. They help us to provide you with a good experience when you use our Service and also allows us to improve our Service.
We use the following cookies:
Strictly necessary cookies. These are cookies that are required for the operation of our Service. They include, for example, cookies that enable you to log into secure areas of our Site, use a shopping cart or make use of e-billing services.
Analytical/performance cookies. These cookies allow us to recognise and count the number of visitors to our Site and users of our Service and to see how visitors act when they are using our Service. This helps us to improve the way our Service works, for example, by ensuring that users are finding what they are looking for easily.
You can find more information about the individual cookies we use and the purposes for which we use them in the table below:
|__utma||2 years||Identifies unique visitors|
|__utmb||30 minutes||Used to determine new sessions/visits|
|__utmc||Expires when the browser is closed||Used to determine whether the user was in a new session/visit|
|__utmv||2 years from set/update||Stores information used within Analytics to identify user as part of a custom segmentation|
|__utmz||6 Months||Stores the traffic source or campaign that explains how the user reached your site.|
You can block cookies by activating the setting on your Device that allows you to refuse the setting of all or some cookies. However, if you use your Device settings to block all cookies (including essential cookies) you may not be able to access all or parts of our Service or to enjoy all the benefits of our Service. For more information on how to manage cookies on your Device and change your preferences in the future please visit http://www.aboutcookies.org.
If you would like to know more about Bink, our business, cookies, or any of the issues discussed here feel free to contact us here.
Last Updated: 07/07/2017
The definitions and rules of interpretation in this clause apply to these Terms and Conditions.
Agreement: the agreement between Loyalty Angels and the Partner for the Services in accordance with the Sales Order and these Terms and Conditions and the documents referred to in these Terms and Conditions.
Bink Customer ID: a numeric or alphanumeric code generated by Loyalty Angels for each User.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: means all information (however recorded or preserved) disclosed or made available, directly or indirectly, by a party or its representatives to the other party and the recipient party’s representatives including but not limited to: (i) the existence and provisions of this Agreement; (ii) Shared Data; (iii) technology, processes and know-how in the Platform (iv) Personal Data submitted or obtained in connection with the Services; (v) any information that would be regarded as confidential by a reasonable business person relating to (a) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; and (b) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party; and (vi) any information or analysis derived from Confidential Information.
Customer Receipt Transaction Data: information generated during a transaction which may include but is not limited to; product and pricing information, store information, payment or loyalty card tokens generated in the transaction, cashier procedure including clicks or screen touches, printed or non-printed receipt data including, where available, the date and time of a transaction, authorisation code, truncated Personal Account Number.
Data Protection Laws: means the Data Protection Act 1998 (up to and including 24 May 2018) and the GDPR (on and from 25 May 2018), the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or other relevant supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction (whether mandatory or not) as amended from time to time.
Fees: the sums payable by Partner to Loyalty Angels as set out in Sales Order.
GDPR: means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and repealing Directive 95/46/EC (General Data Protection Regulation) OJ L 119/1, 4.5.2016 and the Act.
Intellectual Property: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Loyalty Angels Kit: any equipment or other hardware (including any tablet devices) made available or provided to the Partner by Loyalty Angels.
Loyalty Angels Marks: all trademarks, trade names, logos, and other identifying materials of Loyalty Angels including the name or mark “BINK” and related logos.
Loyalty Rewards: points, tokens, vouchers, rewards or offers related to a Qualifying Transaction or membership.
Matched Data: means for each Qualifying Transaction the Bink Customer ID, Partner’s merchant ID allocated by acquirer bank, Partner ID, value and date of Qualifying Transaction, and, where applicable, Membership ID, in each case which is received by Loyalty Angels from the Payment Service Operator.
Member: a User or other person who is registered as a member of a Partner Loyalty Scheme.
Membership ID: a unique identification number allocated by the Partner’s Loyalty Scheme for each of its customers who registers with the Partner Loyalty Scheme.
Partner App: any application software developed or utilised by Partner for the purpose of its business and/or loyalty scheme and any future version of that application software made available by Partner.
Partner Content: the Partner Policies; Partner Marks, all text, literature, photographs, documentation, designs and other materials including, without limitation, graphics, logos, images, moving images, data, pictures, templates and diagrams and other similar items in any form contained on any media that may be supplied or made available by the Partner to Loyalty Angels which is to be displayed by Loyalty Angels on its Website or via any portion of the Platform from time to time in connection with the Services;
Partner ID: a numeric or alphanumeric code generated by Loyalty Angels to identify the Partner.
Partner Loyalty Scheme: a loyalty scheme or membership operated by Partner for its customers or provided to its customers via a 3rd party service provider, alliance, consortium or the like (which may include Loyalty Angels), whereby Members can earn and redeem Loyalty Rewards or otherwise benefit from membership.
Partner Marks: all trade marks, trade names, logos, and other identifying materials of Partner.
Partner Website: Partner’s website and any future version of that website.
Payment Service Operator: means an acquirer bank or card scheme (which may include an operator of any other payment instrument scheme) as determined by Loyalty Angels from time to time at Loyalty Angel’s discretion.
Permitted Use: means (a) where applicable the Partner using the Matched Data to pay Loyalty Rewards to a User or Member and update users’ or Members’ Loyalty Rewards balance and notify Loyalty Angels of the updated balance (as applicable); and (b) the Partner using the Registration Data to (i) enrol a User to the Partner’s Loyalty Scheme; (ii) provide marketing communication to Users via the method agreed by a User where explicit consent from a User has been obtained.
Personal Data has the meaning set out in the Data Protection Laws.
Platform: collectively any software, website, application programming interface (API), software development kit (SDK), hardware, or peripherals developed or provided by Loyalty Angels for the purpose of providing the Services and any future versions made available by Loyalty Angels.
Prescribed Data: the Partner’s name, address, merchant ID allocated by acquirer bank, and any other data reasonably required by Loyalty Angels to help identify the Partner.
Qualifying Transaction: any act or transaction by a User or Member with the Partner (which may or may not involve a purchase of a product, goods or services) which entitles or would entitle a User, a Member or other person to Loyalty Rewards under the terms and conditions of the Partner Loyalty Scheme.
Registration Data: information collected by Loyalty Angels from a User when a User enrols with the Partner’s Loyalty Scheme through the any portion of the Platform, such information to include but not limited to a User’s name, address, e-mail address, date of birth, gender, family information, medical information and marketing consent insofar as it is collected by Loyalty Angels directly or through 3rd party services.
Service: the services to be provided by Loyalty Angels under this Agreement, as set out in Sales Order, together with any other services by reference to the relevant Tier(s) which Loyalty Angels provides to the Partner.
Shared Data: the Matched Data and/or Registration Data as provided by Loyalty Angels to Partner in the course of Loyalty Angels providing Services.
Tier(s): each of the tiers of the Services, as each is described by Loyalty Angels from time to time on the relevant page of the Website.
Transaction Data: information arising from a Qualifying Transaction received by Loyalty Angels from a Payment Scheme Operator.
User: a person who has registered with Loyalty Angels for Loyalty Angels’ services and to use the Platform.
Website: Loyalty Angel’s website site located at www.bink.com and any future version of that site.
Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
A reference to writing or written includes faxes and e-mail.
References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.1 During the Term, Loyalty Angels shall:
2.1.1 provide the Services to the Partner related to the purchased Tier of Service listed in the Sales Order. The detail of Services related to the Tier are as presented on the Website;
2.1.2 as appropriate and necessary to establish a User’s account, provide the Partner with the requisite information from the Registration Data to establish a User account; and
2.1.3 match the Transaction Data with the Partner ID and Customer Receipt Transaction Data (if made available by Partner) and provide the Matched Data to the Partner as permitted hereunder; and
2.1.4 use reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance typically carried out during windows of 01.00 am to 5.00 am UK time; and
(b) unscheduled or emergency maintenance. Loyalty Angels will utilise reasonable endeavours to notify Partner in advance.
3.1 Loyalty Angels shall provide all Services related to the Tier purchased as presented on the Website from time to time.
3.2 Loyalty Angels undertakes that the Services will be performed substantially as set out presented on the Website and with reasonable skill and care in line with industry standards.
3.2 Notwithstanding the foregoing, Loyalty Angels:
3.2.1 does not warrant that the Partner's use of the Services will be uninterrupted or error-free; or that the Services, Matched Data, and/or Registration Data obtained by the Partner through the Services will meet the Partner's requirements; and
3.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Partner acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3.3 This Agreement shall not prevent Loyalty Angels from entering into similar agreements with third parties.
4.1 During the Term, Partner shall:
4.1.1 on reasonable notice, to provide Loyalty Angels with access to its computer systems and services in order for Loyalty Angels to fulfil its obligations in relation to the provision of the Services;
4.1.2 ensure the proper functioning and maintenance of all hyperlinks from the Partner Website and/or the Partner App to the Platform (for the avoidance of doubt, Partner does not warrant that the functioning of hyperlinks from the Partner Website and/or the Partner App will be uninterrupted or error free);
4.1.3 at or promptly following the Commencement Date provide Loyalty Angels with the Prescribed Data;
4.1.4 where applicable provide Loyalty Angels with the Customer Receipt Transaction Data for each Qualifying Transaction;
4.1.6 co-operate with Loyalty Angels in relation to this Agreement in all respects;
4.1.7 authorise Loyalty Angels to provide each Payment Scheme Operator with the Prescribed Data for the purpose of the Payment Scheme Operator providing the Transaction Data and Matched Data to Loyalty Angels and for the additional purpose of allowing the Payment Scheme Operator to validate and where necessary update the accuracy of its records; and
4.1.8 use commercially reasonable endeavours to provide any further information Loyalty Angels may reasonably require in order for Loyalty Angels to provide the Services.
4.1.9 accept Transactional Data from the Qualifying Transaction as proof of purchase by a User of Partner’s products, goods or services or as proof of entitlement to Loyalty Rewards where applicable;
4.1.10 within a reasonable time allocate the Loyalty Rewards (where applicable) in accordance with the then current terms and conditions of Partner Loyalty Scheme for each Qualifying Transaction and shall not unreasonably refuse or delay such allocation of the Loyalty Rewards and provide Loyalty Angels with details of the Partner Policies related to the Partner Loyalty Scheme;
4.1.11 ensure that the Partner Loyalty Scheme is adequately managed and maintained in order to ensure that with respect to Loyalty Rewards, all allocations, redemptions, fulfilment, enquiries are dealt with professionally and promptly by the Partner in accordance with the Partner Policies, this Agreement and all applicable laws;
4.1.12 ensure that the up to date Partner Policies are made available to Users at a URL provided to Loyalty Angels via its Platform or directly here;
4.1.13 ensure the Partner Policies are made available to all Users and Members as may be appropriate or required in order for them to be effective, and that the Partner Policies comply with all applicable laws (including the Data Protection Laws), and fairly and adequately reflect the current terms on which Users may join and Members may use the Partner Loyalty Scheme; and
4.1.14 upon receipt of the Registration Data from Loyalty Angels, Partner shall promptly enrol a User as a Member of its Partner Loyalty Scheme, confirm Memberhip ID, and shall not unreasonably refuse, condition or delay such enrolment.
5.1 Loyalty Angels hereby grants to the Partner, a perpetual, non-exclusive, non-transferable, limited licence to use the Matched Data and Registration Data for the Permitted Use only, subject always to the Partner complying with its obligations under the Data Protection Laws and other applicable law or regulation and including but not limited the terms of this Agreement, and the Partner Policies.
5.2 Loyalty Angels shall make available to Partner the Shared Data through either an API or directly through Partner’s use of Loyalty Angels to deliver its Partner Loyalty Scheme.
5.3 Except as expressly provided in this Agreement, the Partner shall have no right or access to any Personal Data collected by Loyalty Angels through the Platform or in the provision of Services.
5.4 Loyalty Angels gives no warranty as to the accuracy of the Shared Data which Partner acknowledges is provided by Loyalty Angel’s licensors on an “as is” basis, or as to the suitability of the Shared Data for the Partner’s intended use or for any other use.
5.5 Partner understands and recognises that Loyalty Angels will offer tools to users and members to manage consent in accordance with the Data Protection Laws. User consent may amend or terminate data or marketing flows from Partner to User or from User to Partner via the Loyalty Angels Platform.
5.6 If the Partner receives any complaint, notice or communication which relates directly or indirectly to Partner’s or Loyalty Angel’s processing of the Shared Data or to either parties’ compliance with the Data Protection Laws, the Partner shall immediately notify Loyalty Angels and shall provide Loyalty Angels with full co-operation and assistance in relation to any such compliant, notice or communication.
5.7 The Partner shall ensure that all employees that have access to the Shared Data are: (a) informed of the confidential nature of the Shared Data; and (b) aware both of the Partner’s duties and their personals duties and obligations under the Data Protection Laws and this Agreement.
5.8 Unless required by law, the Partner is not permitted whatsoever to disclose or transfer the Shared Data to any third party other than at the request of Loyalty Angels or as provided for in this Agreement.
6.1 Loyalty Angels hereby grants to Partner during the Term a non-exclusive, non-transferable, royalty-free, worldwide licence to use the Loyalty Angels Marks on the Partner Website and/or the Partner App and in its marketing materials solely as reasonably required for the purpose of the Partner’s effort to promote and advertise Bink, the Platform, or our Services and in accordance with Loyalty Angel’s brand guidelines as notified or updated by Loyalty Angels from time to time
6.2 Partner hereby grants to Loyalty Angels during the Term a non-exclusive, non-transferable, royalty-free, worldwide licence to use the Partner Marks on its Website, Platform and in its marketing materials solely as reasonably required for the purpose of Loyalty Angel’s efforts to promote and advertise the Services, Partner Loyalty Scheme, Website, App, Partner Website and/or Partner App and in accordance Partner’s brand guidelines as notified or updated by Partner from time to time.
6.3 Any use of the other party’s Intellectual Property shall be in accordance with the other party’s brand guidelines any special standards and requirements communicated by that party in writing to the other from time to time.
6.4 Each party agrees not to use the other party’s Intellectual Property in any manner that is in violation of applicable law, disparaging of that party, is offensive or which is reasonably likely to cause a detrimental effect to that party.
6.5 Loyalty Angels reserves all its rights in and to its Website(s), Platform, and Loyalty Angels Marks, which shall be the Intellectual Property of Loyalty Angels or its licensors. Partner reserves all its right in and to the Partner Website, Partner App and Partner Content, which shall be the Intellectual Property of Partner or its licensors. No rights or obligations in respect of a party’s Intellectual Property, other than those expressly stated in this Agreement, are granted to the other party, or are to be implied from this Agreement.
7.1 The Partner warrants that:
7.1.1 The Partner Content is either owned or properly licenced by Partner for the proposed uses by Partner and/or Loyalty Angels or are in the public domain, and the use thereof by Partner or Loyalty Angels does not and will not infringe any Intellectual Property or proprietary rights of any third party;
7.1.2 As of the Commencement Date, Partner has not received any notice of actual or threatened claims from a third party alleging that any of the Partner Content infringes any Intellectual Property or proprietary rights of any third party;
7.1.3 Partner Content is licenced for use by Loyalty Angels as reasonable anticipated by this Agreement;
7.1.4 It shall take all necessary steps to ensure that all advertising and marketing activities conducted via electronic mail or similar means (whether solicited or unsolicited) by Partner or on Partner’s behalf by any third party to abide by all applicable law, including but not limited to the Data Protection Laws, and that all opt-in consents have been obtained in advance of any commercial marketing to Users or Members by Partner;
7.1.5 It will comply with the Data Protection Laws in all respects in relation to the Personal Data (including the Shared Data) acquired by it in connection with this Agreement and shall at all times ensure that appropriate technical and organisational measures are taken against unauthorised or unlawful processing of such the Shared Data and against accidental loss or destruction of, or damage to such data;
7.1.6 It has all necessary consents, permits or licenses, and shall comply with all applicable legislation, in particular the Data Protection Laws, with regards to the allowing Loyalty Angels to access and process Customer Receipt Transaction Data and provision of Personal Data to Loyalty Angels for Loyalty Angels to provide to Payment Scheme Operators and for the processing operations that are to be carried out by Payment Scheme Operators as contemplated by this Agreement;
7.1.7 All products, goods or services supplied or sold by Partner to Users/Members shall comply with applicable law, the User/Member’s statutory rights and terms of the order agreed by Partner with User/Member; and
7.1.8 it will comply with the Data Protection Laws in all respects in relation to the Personal Data (including the Shared Data) acquired by it in connection with this Agreement and shall at all times ensure that appropriate technical and organisational measures are taken against unauthorised or unlawful processing of such the Shared Data and against accidental loss or destruction of, or damage to such data.
8.1 In consideration of the provision of the Services by Loyalty Angels, Partner shall pay the Fees as set out in the Sales Order. If additional Tiers or Services are requested, Partner shall be liable to pay the applicable Fee as set out on the relevant Sales Order.
8.2 Loyalty Angels shall submit an invoice to the Partner for the Fees in accordance with payment schedule set out in the Sales Order.
8.3 Without prejudice to any other right or remedy that Loyalty Angels may have, if the Partner fails to pay Loyalty Angels any invoice in full on the due date:
8.3.1 the Partner shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Partner shall pay the interest together with the overdue amount; and
8.3.2 Loyalty Angels may suspend all Services until payment has been made in full.
8.4 In relation to payments disputed in good faith, interest under clause 8.3, is payable only after the dispute is resolved, on sums found or agreed to be due from the Partner, from the due date until payment.
8.5 All Fees and other sums payable by Partner under this Agreement shall be exclusive of value added tax (VAT), which shall be payable by the Partner in addition at the application rate.
8.6 All sums payable to Loyalty Angels under this Agreement shall become due immediately on its termination or expiry for any reason, despite any other provision. This clause 8.6 is without prejudice to any right to claim for interest under the law, or any such right under this Agreement.
9.1 Except as otherwise provided, each party undertakes that it shall at all times during the term of this Agreement, and after its expiration or termination keep the Confidential Information in complete confidence and not use any of the same for any purpose other than the performance of its obligations under this Agreement.
9.2 The duties of confidentiality in this Agreement shall not apply to any Confidential Information other than the Transaction Data to the extent only which:
9.2.1 is part of the public domain at the time of disclosure or becomes part of the public domain without action or omission of the receiving party;
9.2.2 was in the possession of the receiving party at the time of disclosure;
9.2.3 was lawfully obtained by the receiving party from a third party not under a confidentiality obligation; or
9.2.4 is required to be disclosed by law, regulations, governmental or judicial orders, or the like.
9.3 Each party may disclose the other party's Confidential Information to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 9.
9.4 No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
9.5 This clause 9 shall survive termination of this Agreement, however arising.
10.1 Each party shall indemnify the other party against all liabilities, costs, expenses, damages and losses (including reasonable professional costs and expenses) suffered or incurred by the beneficiary of the indemnity arising out of or in connection with:
10.1.1 the other party’s direct marketing or sale of its products or services; or
10.1.2a breach of clauses 4 (Partner’s Obligations), 5 (Shared Data), 6 (Intellectual Property), 7 (Warranties), or 9 (Confidentiality);
10.1.3 the allocation, issue, redemption or otherwise in relation to any Loyalty Rewards, or the operation, maintenance and management of the Partner Loyalty Scheme (including any complaints made or threatened by any User or Member against Loyatly Angels or any other person under the Data Protection Laws or otherwise);
10.1.4 the indemnifier is given prompt notice of any such claim;
10.1.5 the beneficiary provides reasonable co-operation to the indemnifier in the defence and settlement of such claim, at the beneficiary's expense; and
10.1.6 the indemnifier is given sole authority to defend or settle the claim.
11.1 Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
11.2 Subject to clause 11.3:
11.2.1 Neither party shall be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise, under or in connection with this Agreement, for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement; and
11.2.2 Each party’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the amount of Fees paid by Partner to Loyalty Angels during the 12 months preceding the date of the claim, legal action or termination of this Agreement, whichever is the earlier.
11.3 Neither party excludes or limits liability to the other for:
11.3.1 death or personal injury caused by negligence;
11.3.2 fraud or fraudulent misrepresentation; and/or
11.3.3 the indemnity given at clause 10.1.4.
12.1 This Agreement shall commence on the Commencement Date and shall continue for the time period defined in the Sales Order (“Term”), unless otherwise terminated as provided in this clause 12. Unless either party notifies the other in writing no later than 60-days before the end of Term, this agreement will automatically renew.
12.1 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if:
12.1.1 the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such a breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
12.1.2 becomes insolvent or makes any voluntary arrangement with its creditors or becomes subject to an administration order;
12.1.3 has a receiver or administrative receiver appointed over any of its property; or
12.1.4 goes into liquidation (otherwise than for the purpose of a solvent amalgamation or reconstruction) or becomes bankrupt.
13.1 On termination or expiration of this Agreement for any reason:
13.1.1 Loyalty Angels shall immediately stop providing the Services;
13.1.2 the parties agree to work together in good faith to agree an exit plan with the intention of enabling Partner (or its new service provider) to provide continuity of the Partner Loyalty Scheme run by the Partner for its Members (but without prejudice to clause 6.5);
13.1.3 Loyalty Angels shall notify Users and/or Members in writing that its Services no longer supports the Partner Loyalty Scheme and shall inform Users and/or Members, by email, push messages or other communication, of the Partner Website (or such other website as notified to Loyalty Angels by the Partner) through which Users and/or Members may gain access to the Partner Loyalty Scheme. Such notification to be mutually agreed by the parties in good faith;
13.1.4 Loyalty Angels shall notify all Payment Scheme Operators or other third party providers to Loyalty Angels of the termination of this Agreement and shall not receive or process any further Transaction Data;
13.1.5 all licences granted under this Agreement shall immediately terminate; and
13.1.6 all the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
13.1.7 all items of Loyalty Angels Kit must be returned to Loyalty Angels within 14 days of expiry or termination of this Agreement. If the Partner has not been provided with specified return packaging, Loyalty Angels will provide specified return packaging at no additional cost, otherwise the Partner will be charged for the packaging materials. The Partner is responsible for all return shipping charges for the Loyalty Angels Kit and for any damage incurred in the shipping process. If any item in the Loyalty Angels Kit is not returned, Loyalty Angels will charge the Partner for the cost of the item not returned.
13.1.8 If any Loyalty Angels Kit is lost, damaged beyond a state of repair under warranty by the suppliers to Loyalty Angels, cosmetically damaged such that it cannot be re-deployed to another customer during its useful life, or is not returned within 14 days of expiry or termination of this Agreement or the Services relating to the Partner Loyalty Programme, Loyalty Angels may charge the Partner a fee for late return and/or replacement of the Loyalty Angels Kit. Together these will be a minimum of £300.00 per package of Loyalty Angels Kit provided to the Partner. This fee may exceed £300.00 if customisations to Loyalty Angels Kit or additional items have been provided to the Partner, in which case, a detail of the costs above £300.00 will be provided.
13.1.9 The Partner agrees to ensure all personnel using the Loyalty Angels Kit do so in accordance with the relevant user documentation and in accordance with good business practices and that the Loyalty Angels Kit is maintained in good working order. The Partner shall insure and protect the Loyalty Angels Kit from theft and shall be fully liable to pay a full kit replacement cost and handling fee of £300.00 per package of Loyalty Angels Kit in the case of theft. Any and all items in Loyalty Angels Kit (such as security cables) are provided to the Partner to help deter theft. They do not form any protection from the Partner’s liability for theft and are meant solely as deterrents. Should any of these items not perform to specification or be mis-installed, they do not reduce or limit the Partner’s liability for theft of the Loyalty Angels Kit.
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement (except payment obligations) if such delay or failure result from events, circumstances or causes beyond its reasonable control (such as, for instance, network issues preventing the full operation of the Platform). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six months, the party not affected may terminate this Agreement by giving 30 days' written notice to the affected party.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
17.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
17.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
18.1 This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
18.3 Each party agrees that the only rights and remedies available to it arising out of or in connection with a representation shall be for breach of contract as provided in this Agreement.
18.4 Nothing in this clause shall limit or exclude any liability for fraud.
The Partner shall not assign, transfer, mortgage, charge, subcontract, sublicense, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement without the prior written consent of Loyalty Angels.
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
21.1 We may amend these Terms and Conditions from time to time. We will notify the Partner Representative by email to the address set out on the Order Form if there is any material change to these terms. Please check back for the latest terms that apply. It is your responsibility to check the applicable terms before submitting an Order Form.
21.2 Additional Services or Tiers may be purchased as referred to in the Additional Fees section of the Sales Order and this Agreement shall apply to those additional Services from the date such request is accepted or actioned by Loyalty Angels.
A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
All notices, requests, claims, demands and other communications under this Agreement will be in writing (including e-mail) and will be deemed given on the date of delivery if delivered personally or by e-mail, or the next Business Day if sent by overnight courier (providing proof of delivery), to the parties at the addresses set forth in the Sales Order, or at such other address for a party as specified by like notice.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English Courts.