Last updated: May 18, 2018
Bink is operated by Loyalty Angels Limited, a company registered in England under Company number 09181487, whose registered office is 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 and the EU General Data Protection Regulation 2016/679 (including any legislation incorporating it into local law), we are the data controller. This means that we are responsible for and control the processing of the Personal Information that we collect about you. “Personal Information” or “personal data” means information that can be used to identify or contact you.
If you have any questions about our privacy practices, please contact us here.
Personal Information Collection
Once you register for our Services via the Site or App, we may collect a variety of information about you, including the categories of information described below.
We may combine the information you provide to us directly with information we collect about you and information we receive about you from other sources, and use the combined information for the purposes set out below (depending on the types of information we receive).
We shall retain your Personal Information for as long as you have an account with us and for such additional period after that as is necessary to allow us to meet our legal and regulatory obligations.
- Personal Information that you provide to us directly
You may provide Personal Information to us in various ways including:
- when you register to use the Site or App, whether directly or through a social media channel;
- when filling in forms on the Site or App;
- using the Services (such as registering your payment card or loyalty card);
- corresponding with us using messaging features of our App or Site or by phone, e-mail or other form of communication;
- providing a review of the Site or App – for example, on an app store;
- participating in discussion boards;
- sharing, linking or using any other social media functions on our Site or App or contacting us through social media channels; or
- if you enter a competition, promotion or survey or provide us feedback on our Services.
Personal Information you give us may include your full name, address, e-mail address, social media ‘handle’, age, gender, phone number, financial and payment card information such as card number and expiry date, loyalty card information which may include login details, personal description and photograph. Where you register to use the App or Site using a social media profile, the information from that profile which is provided to us will be determined by your privacy settings in that social media platform.
Also, in the course of providing Services to you, we may collect special categories of Personal Information about you, to allow us to provide the Services. This type of Personal Information may include information about your membership of a political or professional association or information about your health, for example. If we request such Personal Information from you, we will explain why we are requesting it and how we intend to use it. We may also receive this Personal Information as a result of how you use your payment or loyalty cards, for example if you use your registered payment card to pay for membership fees or to buy health related products or services, or from your social media profile, if your privacy settings in that social media platform allow this information to be shared with us. We will only use this Personal Information to allow us to provide the Services to you.
- Personal Information that we collect about you
Each time you visit our Site or use our App, we may automatically collect the following information:
- technical information, including the Internet protocol (“IP”) address used to connect your computer to the Internet, the type of mobile device you use, mobile network information, browser type and version, time zone settings, operating systems and platforms; and
- details of your use of our Site or App including, but not limited to, traffic data, location data, weblogs and other communication data, and the pages and other resources that you access.
- Location 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 location information being used for this purpose. You can withdraw your consent at any time by updating your location services preferences in your device settings.
- Personal Information we receive about you from other sources
We may receive information about you from third parties we work closely with (including, for example, payment network operators, payment card issuers, retailers, loyalty programme providers, other business partners, sub-contractors in technical, payment and delivery services, advertising networks, analytics providers, search information providers and credit reference agencies). We receive this information so that we can provide the Services to you and as part of our legitimate interest to help us provide our Services to you in accordance with your requirements and to improve and personalise our Services.
Specifically, we receive transaction information from your payment network (e.g. MasterCard, Visa, and American Express) about purchases you make with your payment card (“Linked Card”), including purchase amount, purchase time and date and the relevant retailers and/or service providers who run loyalty programmes or membership programs (“Merchants”) for each transaction. We may also receive some or all of this information from the Merchants or financial institutions who we partner with directly, such as where our application is incorporated into an application operated by a Merchant or a bank. This information will be used, for example, to ask the Merchant to allocate rewards and other benefits to you, to provide you with an opportunity to join the Merchant’s loyalty programme or to add an existing loyalty membership to your wallet, and to provide the other aspects of the Services to you.
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 receipt of the Services and for reporting to the relevant Merchant or financial institution. You give us the right to receive this transaction data from your Linked Card until you remove your Linked Card from the Services. You may remove your Linked Card to prevent future transactions associated with the Linked Card being shared with us. It may take a short period of time for the removal of your Linked Card to take effect.
We may retain the data associated with your Linked Cards for historical transactions which will be used to provide a historical transaction overview for you and Merchants and financial institutions and which will allow you to monitor, preserve and track your collection of loyalty points, rewards balances and other benefits on loyalty programmes to which you belong.
If you have any questions about the data we keep in this context, please contact us here.
If you have registered for the Services on our Site or App via Facebook, or other third party social media platforms, or if the email address which you use to register is the same as the email address which you used to register for social media platforms, we may obtain information you have provided to the social media platform(s) (such as your name, profile picture, email address, gender and other information you make publicly available via the applicable social media platform) from the account you have with such social media platform and will use that information to provide the Services to you including to create your Bink account or to contact you in relation to your account. The Personal Information we obtain will depend on your privacy settings on the social media platform.
USE OF YOUR PERSONAL INFORMATION
We use your Personal Information on the following legal basis for the following purposes:
- To perform our agreement to provide the Services to you including:
- to verify your identity and manage and operate your account(s);
- to provide you with the Services and carry out our obligations under our agreement(s) with you including, for example, to ask the Merchant to allocate rewards and other benefits to you and to provide the other aspects of the Services to you;
- to provide you with information relating to the Services including loyalty programme balance updates;
- to provide you with information about Merchants where you can use the Services, including information about new Merchants joining Bink, presenting you with opportunities to join Merchants’ loyalty programmes, or to register your existing loyalty card, when you use your registered payment card with the Merchant for the first time and to provide details of the rewards and other benefits available to you from the Merchants;
- to provide you with information about our Bink partners including financial institutions and other organisations who join Bink;
- to make automated decisions, known as “profiling”, using your Personal Information, such as decisions to make information about particular rewards, benefits and promotional offers to you based on your previous transactions;
- to provide you with information about products or services that you request from us; and
- to notify you about changes to our Site, App or Services.
- For our legitimate interest including:
- to improve our Services;
- to personalise your visits to the Site or App and provide tailored content to you so that you have a more relevant and better experience;
- to analyse and understand how our Site, App and Service are used including carrying out technical and statistical analysis to monitor our Services, the Site and App;
- to offer you improved customer service and support;
- to conduct market research; and
- to ensure that content on our Site and App is presented in the most effective manner for you.
- To comply with our legal obligations including:
- preventing and prosecuting fraud; and
- meeting legal, regulatory, insurance and security requirements.
- Where you have consented including:
- where you have consented, for example when you registered for the App or through the App settings, or have already received similar products or services from us and not indicated that you do not want to be contacted for such purposes, to provide you with information about products or services which we feel may interest you by post, email, SMS, or other electronic messaging methods;
- where you have provided your express consent, to provide you with information about the products or services of members of the Loyalty Angels Group, and those of our Merchants, financial institutions and other Bink partners as notified to you at the time of obtaining your consent, which we feel may interest you by post, email, SMS, or other electronic messaging methods;
- where you have provided express consent, and if you use our App, we may use push notifications to contact you for these purposes.
If you decide at any time that you no longer wish to receive marketing messages from us, you can opt out at any time. To do so, please follow the unsubscribe instructions provided in any of the marketing messages you receive from us or contact us (see “Changing or Deleting Information” below). If you no longer want to receive push notifications from us, you can update your preferences for the App via your device settings.
- Anonymised information
We may also use anonymized Personal Information about you when we prepare aggregated data reports showing anonymized information for the purpose of advising ourselves, Merchants and our other business partners regarding past and potential future patterns of spending, fraud, and other insights that may be extracted from this data.
SHARING YOUR PERSONAL INFORMATION
Where necessary to fulfil our obligations to you, we may pass your details to third parties where this is necessary for the operation of our Service. If you do not wish your Personal Information to be shared in this way, you must not register for the Service and you must not use our Site or our App.
This may include sharing Personal Information about you with Merchants, financial institutions and our business partners, suppliers and sub-contractors that join Bink or that we engage to help us provide the Services to you or to process your information including:
- Sharing information about your payment cards with payment networks and service providers so that we can identify transactions you make using your payment cards – this information is protected by being “tokenized” for us by a service provider, which means the actual card number is replaced by a different number which cannot be linked to your actual card number;
- Sharing information about how you use your payment card with Merchants so that you receive the benefit of the Services (for example, so that you receive your rewards or other benefits of the Merchants’ loyalty programme);
- Sharing information about you with a Merchant so that they can enroll you in their loyalty programme, when you register for that scheme through our App or Site, and so that we can ensure that the information we and the Merchant hold is accurate and up-to-date and so that you receive the benefits of the Merchant’s loyalty programme and other services;
- Sharing information with Merchants and financial institutions who incorporate the Bink application into their own mobile/device application; and
- Sharing information about you with our other service providers so that we can provide customer service to you.
Further information about how we share your information with these parties can be found on the Site by clicking on “Support” or on the App by clicking on “Help” and then on “FAQ”.
We may share your Personal Information with any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries (“Loyalty Angels Group”).
As may be necessary for us to comply with our legal obligations, we may disclose your Personal Information to third parties (such as government or regulatory bodies, law enforcement agencies and professional services advisers) in order for us to comply with applicable laws and valid requests for information from government or regulatory bodies, or in order to enforce or apply our User Terms and Conditions and other agreements; or to protect our rights, our customers, or others. This may include exchanging Personal Information with other companies and organisations for the purposes of fraud protection and risk management.
- Obtaining a copy of your Personal Information
At any point you can contact us to ask for a copy of the Personal Information about you which we hold and to request further information in relation to our processing of the Personal Information. If you do wish to receive copies of your Personal Information which we hold, please write to us (including full details of your request) here. Once we have received your request we will respond within one month.
In exceptional circumstances, requests that require disproportionate effort may be rejected or only responded to in part; however, we will always communicate our justification for this to you.
We will provide a copy of your Personal Information free of charge, however we may charge a small fee based on administrative costs (not exceeding the maximum permitted by law) for any further copies of this information that you may request.
- Changing, updating and erasing your Personal Information
We will strive to ensure that the Personal Information that we hold on you is up to date and accurate, based on the information we collect. If you believe that the Personal Information we hold on you is out of date, incomplete or incorrect, please contact us here and we will ensure that it is updated.
If you would like us to stop using your Personal Information, you can request that we erase the Personal Information we hold but, if you do, your account will be deactivated and we will no longer be able to provide the Services to you. Once we have processed your request, we will confirm whether all the Personal Information has been deleted or tell you the reason why any of it cannot be deleted. If you would like us to delete your Personal Information, please contact us 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 (which may include your Personal Information) to meet our legal obligations.
- Objecting to processing of your Personal Information
You have the right to request that we stop processing your Personal Information but, if you do, your account will be deactivated and we will no longer be able to provide the Services to you. Upon receiving the request, we will contact you to tell you if we are able to comply or if we have legitimate grounds to continue such processing (e.g. if you have also said that you want to continue to use our Services). If you would like to ask us to stop processing your Personal Information, please write to us (including full details of your request) here. If Personal Information is no longer processed in accordance with your request, please note that we may need to continue to hold your Personal Information to comply with your other rights (e.g. if you want to unsubscribe to marketing communications, we will place your details on our unsubscribe list to ensure we do not contact you as requested) or our legal obligations. We will notify you of this in our response to your request to object to the processing.
- Portability of your Personal Information
You also have the right to receive your Personal Information in such a way that it can be transferred to another controller. Once we have received your request, we will comply where it is feasible to do so. If you would like to exercise this right, please write to us (including full details of your request) here.
Where we use automated decision making based on your Personal Information (also known as “profiling”), you have the right to have a person intervene in that decision, to express your point of view, to an explanation of a decision reached and to challenge the decision. If you would like to exercise this right, please write to us (including full details of your request) here.
- Make a complaint
You can make a complaint about how we have used your Personal Information to us by writing to us here. Alternatively, you can contact the relevant supervisory authority – for the UK this is the Information Commissioner’s Office, at https://ico.org.uk/.
We take the security of your Personal Information very seriously and use strict procedures and security features to prevent unauthorised access to 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 such transmission is at your own risk.
We have put into place additional 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.
LINKS TO OTHER SITES
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 are not responsible for these policies. Please check these policies before submitting any information to a Third Party Site.
When contacted with an enquiry from someone who is not a registered user, we will hold the name and contact details only for the purposes of handling the enquiry.
The online forms used for enquiries are subject to the same cookies and tracking as the rest of the website (see the above section ‘Cookies” and our separate Cookies Policy for more information).
Calls made to us may be recorded to protect the interests of all parties. Any call records which are created will generally be deleted within 30 days unless we need to keep them longer to meet our obligations.
CHANGES TO THIS POLICY
User Terms & Conditions
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.
Creating an Account
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.
Using the Service
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:
- identify and register for loyalty schemes or membership programs;
- view your payment transaction history with Merchants;
- monitor and track your collection of loyalty points, tokens or rewards balances with each Merchant (“Loyalty Rewards”);
- redeem Loyalty Rewards with Merchants; and
- be kept up to date with the latest offers, discounts, promotions and incentives run by Merchant
Important Notes About Your Payment Cards and Transactions
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:
- identify loyalty schemes or membership programs of which you are or are not a member;
- assist you to join additional loyalty schemes or membership programs;
- monitor and track your collection of Loyalty Rewards on loyalty schemes to which you belong; and
- report to Merchants for Loyalty Rewards balance updates.
- We have no responsibility for the products and services provided to you by any loyalty scheme or membership program offered by Merchants or other third parties. You acknowledge that the granting and redemption of any Loyalty Rewards is subject to the applicable terms and conditions and discretion of the applicable Merchant or third party and we will not have any liability to you for any actions taken by a Merchant or third party.
Our Access to Information
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:
- infringes any intellectual property rights;
- is in breach of confidence or privacy;
- is false, misleading, defamatory, discriminatory, threatening or offensive;
- is likely to cause someone anxiety or distress;
- encourages violence or racial or religious hatred;
- encourages or teaches conduct that is a criminal offence;
- gives rise to civil liability; or
- is otherwise unlawful.
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
- use, modify, display, distribute and create new material using Content to provide the Service to you including displaying directly targeted ads to you;
- analyse Content to provide information about third party products or services that you might find interesting;
- use the Content to create and analyse aggregated data about you, provided that you are not identifiable from the aggregated data; and
- use the Content in our marketing materials.
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:
- access or tamper with the Site or App, or try to gain unauthorised access to the Site, App, computer systems, or the technical delivery systems of our service providers;
- knowingly introduce viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful;
- gather and use information, such as user names, real names, email addresses or transmit any unsolicited advertising, junk mail, spam or other form of solicitation;
- use the Service for any commercial purpose or for the benefit of any third party or in any manner not authorised by these Terms;
- use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Service or any portion of the Service, without the our permission;
- violate any applicable law or regulation; or
- encourage or enable any other individual to do any of the foregoing.
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:
- Providing fraudulent or false information;
- Accessing the personal information of third parties;
- Infringing the intellectual property rights of, or breaching any duty of confidence to, any third party;
- Tampering with security we implement to protect our Site or App;
- Soliciting Merchants or users of the Services for commercial purposes or otherwise, or using information made available via the Service for commercial purposes;
- Reselling Loyalty Rewards and offers, discounts, targeted promotions or other information;
- Attempting to use Loyalty Rewards and offers, discounts, targeted promotions or other information more than once;
- Making or implying any statements you make are made or endorsed by us;
- Intentionally overwhelming our servers with excessive demand; and
- Adding any hyperlinks to our Site or App without our written consent.
Variation of or Suspension of the Service
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.
Cancellation or Suspension of your Account
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:
- the security of the Service including the suspected unauthorised or fraudulent use of the Service;
- we believe it is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); and/or
- your use of the Service in contravention of any reasonable instructions given by us from time to time.
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.
Intellectual Property Rights
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.
Links to Third-Party Web Sites
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.
Disclaimer of Warranties
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:
- the Service will meet your requirements;
- the Service will be uninterrupted, timely, secure, or error-free;
- the results that may be obtained from the use of the Service will be accurate, reliable or completely up to date;
- the quality of any products, services, information, or other material obtained by you through the Service will meet your expectations; or
- any errors in the technology will be corrected.
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.
If Bink ever directly handle Card Data
Limitation of Liability
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:
- use of, or inability to use, our Service, Site or App; or
- use of or reliance on any content displayed on our Site or App.
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.
Changes to these Terms
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.
Validity of these 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.
WHAT IS A COOKIE?
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.
TYPES OF COOKIES
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.
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Bink Merchant Terms & Conditions
Last Updated: 13/12/2017
The definitions and rules of interpretation in this clause, and terms defined in the Sales Order, 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.
API: application programming interface.
Applicable Law: means all applicable laws, rules, regulations, orders, regulatory policies, guidelines, regulatory permits and licences, resolution legislation and any mandatory instructions or requests by a regulator, in each case which are in force from time to time and which apply to a party, the performance of a party’s obligation under this Agreement or the Services.
Bink App: any application software developed or utilised by Loyalty Angels for the purpose of its business, including the provision of the Services, and any future version of that application software made available by Loyalty Angels.
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.
Commencement Date: means the commencement date specified on the Sales Order.
Company: the party supplying the Services to the Partner specified on the Sales Order.
Confidential Information: means all confidential 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) Customer Receipt Transaction Data, Matched Data and 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.
Customer Receipt Transaction Data: such of the information generated during a transaction as the parties agree, 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 Primary Account Number but shall, at a minimum, include the date and time of a transaction, authorisation code, truncated Primary Account Number and Merchant ID.
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 Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all Applicable Laws 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.
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.
Initial Term: means the period from the Commencement Date to the end of the period specified in the Sales Order.
Loyalty Angels Marks: all trade marks, 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 the merchant acquirer, 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: the party receiving the Services supplied by the Company specified on the Sales Order.
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, Customer Receipt Transaction Data and all text, literature, photographs, documentation, designs, representations and other materials including, without limitation, graphics, logos, images, moving images, pictures, templates and diagrams and other similar items in any form contained on any media that is supplied or made available by or on behalf of the Partner to Loyalty Angels to be displayed, published or uploaded by Loyalty Angels on or via, or that is displayed, published or uploaded by or on behalf of the Partner on or via, any portion of any of the Platform, the Website, the Bink App and any Third Party App 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 third 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 a merchant acquirer or card scheme (which may include an operator of any other payment scheme) as determined by Loyalty Angels from time to time at Loyalty Angels’ 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 through channels in respect of which consent from a User has been obtained in accordance with all Data Protection Laws and other Applicable Laws.
Personal Data: Personal Data has the meaning set out in the Data Protection Laws.
Platform: collectively any software, website, API, 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 merchant acquirer, and any other data reasonably required by Loyalty Angels to help identify the Partner.
Promotion Partner: any third party, including any Payment Service Operator or bank or other payment service provider, to whom or through whom Loyalty Angels makes available or publishes any Partner Content or Loyalty Angels Marks and/or access or hyperlinks to any of the Partner Loyalty Scheme, the Partner Website, the Partner App, the Platform, the Website and the Bink App, for the purpose of Loyalty Angels’ efforts to promote and advertise any of them.
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 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 third party services.
Renewal Term: the renewal period set out on the Sales Order.
Sales Order: the Partner’s order for services offered by Loyalty Angels as set out in the sales order form signed by the Partner.
Services: the services listed or described in Schedule 1 to the Sales Order to be provided by Loyalty Angels to the Partner.
SDK: software development kit.
Shared Data: the Matched Data and/or Registration Data as provided by Loyalty Angels to Partner in the course of Loyalty Angels providing the Services.
Term: the period from the Commencement Date until the termination or expiration of the Agreement in accordance with its terms.
Third Party App: any website and/or application software developed or utilised by a Promotion Partner for the purpose of its business, and any future version of that website and/or application software made available or utilised by such Promotion Partner.
Transaction Data: information arising from a Qualifying Transaction received by Loyalty Angels from a Payment Service Operator.
User: a person who has registered with Loyalty Angels for Loyalty Angels’ services and to use the Platform.
Website: Loyalty Angels’ 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 other genders.
A reference to a statute or statutory provision is a reference to it as amended, extended, applied 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 LOYALTY ANGELS OBLIGATIONS
2.1 During the Term, Loyalty Angels shall:
(a) . provide the Services to the Partner in accordance with the terms of this Agreement;
(b) provide the Partner with the information reasonably required from the Registration Data to establish a User account;
(c) match the Transaction Data with the Partner ID and Customer Receipt Transaction Data (to the extent made available by Partner) and provide the Matched Data to the Partner as permitted hereunder; and
2.2 provide reasonable co-operation with Partner in relation to the operation of this Agreement. Loyalty Angels undertakes that the Services will be performed with reasonable skill and care using skilled and trained personnel in accordance with all Applicable Laws including the Data Protection Laws.
3 PARTNER’S OBLIGATIONS
3.1 During the Term, Partner shall:
(a) on reasonable notice, 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 provided that Loyalty Angels shall comply with Partner’s policies relating to such access;
(b) ensure the proper functioning and maintenance of all hyperlinks from the Partner Website and/or the Partner App to the Platform;
(c) at or promptly following the Commencement Date provide Loyalty Angels with the Prescribed Data and provide relevant updates to such Prescribed Data from time to time;
(d) provide Loyalty Angels with the Customer Receipt Transaction Data for each Qualifying Transaction;
(f) provide reasonable co-operation with Loyalty Angels in relation to the operation of this Agreement;
(g) in the form prescribed by Loyalty Angels, authorise Loyalty Angels to provide each Payment Service Operator with the Prescribed Data for the purposes of the Payment Service Operator providing the Transaction Data and Matched Data to Loyalty Angels and allowing the Payment Service Operator to validate and where necessary update the accuracy of its records;
(h) use commercially reasonable endeavours to provide any further information Loyalty Angels may reasonably require in order for Loyalty Angels to provide the Services;
(i) accept Transaction 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;
(j) promptly allocate the Loyalty Rewards (where applicable) to the User 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;
(k) 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 and enquiries are dealt with professionally and promptly by the Partner in accordance with the Partner Policies, this Agreement and all Applicable Laws;
(l) provide Loyalty Angels with details of the Partner Policies related to the Partner Loyalty Scheme and ensure that the up to date Partner Policies are made available at a URL provided to Loyalty Angels via its Platform or directly to email@example.com;
(m) ensure that then current Partner Policies are made available to all Users and Members , including through a URL, 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;
(n) upon receipt of the Registration Data from Loyalty Angels, Partner shall promptly enrol a User as a Member of its Partner Loyalty Scheme, confirm Membership ID, and shall not unreasonably refuse, condition or delay such enrolment.
4 PUBLISHING POLICY
4.1 The Partner must ensure that all Partner Content complies in all respects with all Applicable Laws and that the existence and provision of such Partner Content to Loyalty Angels for the purpose of this Agreement:
(a) does not infringe any Intellectual Property of any third party;
(b) does not breach any obligation of confidence or privacy;
(c) is not false, misleading, defamatory, discriminatory, threatening or offensive;
(d) is not likely to cause anxiety or distress to any third party;
(e) does not encourage violence or racial or religious hatred; and
(f) does not encourage or teach conduct that is a criminal offence.
4.2 The Partner agrees and acknowledges that Loyalty Angels:
(a) will not be responsible, or liable to any third party, for any liability arising out of or in connection to the provision of any such Partner Content;
(b) if not apparent from the Partner Content, reserves the right to disclose the Partner’s identity to any third party who is claiming that the provision or use of any Partner Content constitutes a breach of clause 4.1; and
(c) reserves the right to remove any Partner Content if, in Loyalty Angels’ reasonable opinion, it does not comply with this Agreement.
5. SHARED DATA
5.1 Loyalty Angels hereby grants to the Partner, a non-exclusive, non-transferable, limited licence to use the Matched Data and Registration Data for the Permitted Use during the Term only, subject always to the Partner complying with its obligations under the Data Protection Laws and other Applicable Laws and the terms of this Agreement and the Partner Policies in relation thereto.
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 Partner understands and recognises that Loyalty Angels will offer tools to Users and Members to manage consent to the processing of their Personal Data in accordance with the Data Protection Laws. User consent may amend or terminate the provision of data and/or the ability to provide marketing material from Partner to User or from User to Partner via the Loyalty Angels Platform.
5.5 If the Partner receives any complaint, notice or communication which relates directly or indirectly to Partner’s or Loyalty Angels’ processing of the Shared Data or to either parties’ compliance with the Data Protection Laws in relation thereto, the Partner shall immediately notify Loyalty Angels and shall provide Loyalty Angels with full co-operation, information and assistance in relation to any such compliant, notice or communication.
5.6 Unless required by law or expressly permitted by this Agreement, the Partner is not permitted to disclose or transfer the Shared Data to any third party other than at the request of Loyalty Angels or as provided for in clause 5.7. The Partner shall ensure that all employees that have access to the Shared Data and any third parties to whom it transfers or discloses Shared Data (whether as permitted by or in breach of the terms of this Agreement) are: (a) informed of the confidential nature of the Shared Data; and (b) bound by obligations in relation to the use, confidentiality and protection of the Shared Data which are at least as protective as the terms of this Agreement,.
5.7 The Partner may use the Shared Data for the Permitted Use only in its Partner App and Partner Loyalty Scheme and disclose and transfer the Shared Data (including to any third party who provides services to the Partner in relation to the Partner Loyalty Scheme) solely to the extent required for such purpose.
1.1 The Partner may use the Shared Data for the Permitted Use only in its Partner App and Partner Loyalty Scheme and disclose and transfer the Shared Data (including to any third party who provides services to the Partner in relation to the Partner Loyalty Scheme) solely to the extent required for such purpose.
6 SERVICE AVAILABILITY
6.1 Loyalty Angels shall use all reasonable endeavours to make the Services available 24 hours per day, 365 days per year, subject to the remainder of this clause 6.
6.2 The Services shall not be available:
(a) During periods of planned maintenance which shall be carried out between the hours of 01.00 am to 05.00 am UK time unless Loyalty Angels notifies the Partner to the contrary. Loyalty Angels shall endeavour to keep planned maintenance to a minimum and will give Partner reasonable notice of planned maintenance.; and
(b) During periods of unscheduled or emergency maintenance, in respect of which Loyalty Angels will give Partner as much notice as reasonably practicable in the circumstances.
7 INTELLECTUAL PROPERTY
7.1 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 Loyalty Angels, the Platform, or the Services and in accordance with Loyalty Angels’ brand guidelines as notified or updated by Loyalty Angels from time to time
7.2 The Partner hereby grants to Loyalty Angels during the Term a non-exclusive, non-transferable, royalty-free, worldwide licence to use the Partner Content on any portion of any of the Platform, the Website, the Bink App, any Third Party App and in Loyalty Angels’ marketing materials solely as reasonably required for the purpose of Loyalty Angels’ efforts to promote and advertise the Services, Partner Loyalty Scheme, the Website, the Bink App, Partner Website and/or Partner App and in accordance with Partner’s brand guidelines as notified or updated by Partner from time to time.
7.3 The Partner hereby authorises Loyalty Angels to sub-license the rights licensed under clause 7.2 to each Promotion Partner, and to grant to each Promotion Partner during the Term a non-exclusive, non-transferable, royalty-free, worldwide licence, to use the Partner Content on any portion of any Third Party App or other customer facing channels operated by the Promotion Partner as reasonably required to promote and advertise the Services, Partner Loyalty Scheme, the Website, the Bink App, Partner Website and/or Partner App and in accordance with Partner’s brand guidelines as notified or updated by Partner from time to time.
7.4 Any use of the other party’s Intellectual Property shall be in accordance with any special standards and requirements communicated by that party in writing to the other from time to time.
7.5 Each party agrees not to use the other party’s Intellectual Property in any manner that is in violation of Applicable Laws, disparaging of that party, is offensive or which is reasonably likely to cause a detrimental effect to that party.
7.6 Loyalty Angels reserves all its rights in and to its Website(s), Platform, the Bink App and Loyalty Angels Marks, the Intellectual Property in which shall belong to Loyalty Angels or its licensors. Partner reserves all its right in and to the Partner Website, Partner App and Partner Content, the Intellectual Property in which shall belong to 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.
8 PARTNER WARRANTIES
8.1 The Partner warrants and undertakes to Loyalty Angels that:
(a) The Partner Content is either owned by or licenced to the Partner in a way which permits the proposed uses by Partner and/or Loyalty Angels and any Promotion Partner, and otherwise under the terms of this Agreement, or are in the public domain, and the use thereof by Loyalty Angels and any Promotion Partner Partner in the manner reasonably anticipated by this Agreement does not and will not infringe any Intellectual Property or proprietary rights of any third party;
(b) 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;
(c) Partner has the right to grant the rights in relation to Partner Content to Loyalty Angels and any Promotion Partner which are granted by this Agreement;
(d) It has taken and will take all necessary steps to ensure that all advertising and marketing activities conducted via email or other means (whether solicited or unsolicited) by Partner or on Partner’s behalf by any third party comply with all Applicable Laws, including but not limited to the Data Protection Laws, and that all consents required have been obtained in advance of any marketing to Users or Members by Partner;
(e) It will comply with the Data Protection Laws in all respects in relation to the Personal Data in respect of which it is the data controller (as defined in the Data Protection Laws);
(f) To the extent that it processes Personal Data in respect of which Loyalty Angels is the data controller, (as defined in the Data Protection Laws) including the Shared Data, it shall, and it shall ensure that any third party to whom it transfer such Personal Data shall, at all times:
(i) act in accordance with the instructions of Loyalty Angels in relation to such Personal Data;
(ii) ensure that appropriate technical and organisational measures are taken against unauthorised or unlawful processing of any such Personal Data and against accidental loss or destruction of, or damage to, any such Personal Data; and
(iii) ensure the reliability of any staff who have access to the Personal Data.
(g) 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
(i) allowing Loyalty Angels to access and process Customer Receipt Transaction Data;
(ii) the provision of Personal Data to Loyalty Angels for Loyalty Angels to provide to Payment Service Operators;
(iii) the processing operations that are to be carried out by Payment Service Operators as contemplated by this Agreement;
(iv) Loyalty Angels providing all or any part of the Services as contemplated by this Agreement; and
(v) Loyalty Angels creating any derivative works based on information received through the integration of Loyalty Angels’ API and/or SDK into the Partner Website or Partner App;
(h) The Partner will on request by Loyalty Angels from time to time provide Loyalty Angels with evidence of such consents, permits and licenses as Loyalty Angels may reasonably require; and
(i) All products, goods or services supplied or sold by Partner to Users/Members shall comply with Applicable Laws, the User/Member’s statutory rights and terms of the agreement between Partner and User/Member.
9 FEES AND PAYMENT
9.1 In consideration of the provision of the Services by Loyalty Angels, the Partner shall pay the Fees as set out in the Sales Order. If additional Services are requested by Partner, the Partner shall be liable to pay the applicable Fee for those Services as set out on the relevant Sales Order.
9.2 Loyalty Angels shall submit an invoice to the Partner for the Fees in accordance with the payment schedule set out in the Sales Order.
9.3 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:
(a) Loyalty Angels shall be entitled to charge 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
(b) Loyalty Angels may suspend the provision of all Services under this Agreement and the Partner’s right to use the Shared Data until payment has been made in full.
9.4 In relation to payments disputed in good faith, interest under clause 9.3, 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.
9.5 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 applicable rate.
9.6 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 9.6 is without prejudice to any right to claim for interest under the law, or any such right under this Agreement.
10.1 Except as otherwise provided under this Agreement, 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 disclose it to any third party nor use it for any purpose other than as permitted by this Agreement.
10.2 The duties of confidentiality in this Agreement shall not apply to any Confidential Information to the extent that it:
(a) is in the public domain at the time of disclosure or enters the public domain without action or omission of the receiving party;
(b) was in the possession of the receiving party at the time of disclosure
(c) was lawfully obtained by the receiving party from a third party not under a confidentiality obligation; or
(d) is required to be disclosed by law, regulations, court, governmental or judicial orders, or any other legal or regulatory requirement.
10.3 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 10 and the other provisions of this Agreement insofar as they apply to the Confidential Information.
10.4 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.
10.5 This clause 10 shall survive termination of this Agreement, however arising, without limit in time.
11.1 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:
(a) the other party’s marketing activities and sale of its products or services; or
(b) a breach of clauses 3 (Partner’s Obligations), 4 (Publishing Policy), 5 (Shared Data), 7 (Intellectual Property), 8 (Warranties), or 10 (Confidentiality);
(c) the allocation, issue, redemption, fulfilment and other activities carried out 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 Loyalty Angels or any other person under the Data Protection Laws or otherwise);
(d) provided that:
(e) the indemnifier is given prompt notice of any such claim;
(f) the beneficiary provides reasonable co-operation to the indemnifier in the defence and settlement of such claim, at the beneficiary’s expense; and
(g) the indemnifier is given sole authority to defend or settle the claim.
12.1 Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions and all other terms of any kind implied by statute or common law are, to the fullest extent permitted by Applicable Laws, excluded from this Agreement.
12.2 Without prejudice to clause 15, Loyalty Angels:
(a) does not warrant that the Partner’s use of the Services will be uninterrupted or error-free;
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over third party 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.
12.3 Without prejudice to clause 15, Partner:
(a) does not warrant that the functioning of hyperlinks from the Partner Website and/or the Partner App will be uninterrupted or error free;
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over third party communications networks and facilities, including the internet.
12.4 Loyalty Angels gives no warranty as to the accuracy of the Shared Data, which Partner acknowledges is provided by Loyalty Angels’ 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.
12.5 Subject to clause 12.6:
(a) 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 (subject to clause 12.5(c)) 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;
(b) subject to clause 12.5(c) 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; and
(c) Loyalty Angels’ liability in respect of the loss of Customer Receipt Transaction Data and/or Registration Data shall be limited to the value of £250,000 in any 12 month period during the Term.
12.6 Neither party excludes or limits liability to the other for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and/or
(c) the indemnity given at clause 11.
13 TERM AND TERMINATION
13.1 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 13. Unless either party notifies the other in writing as set out in the Sales Order no later than 180 days before the end of the Term, or the end of the relevant Renewal Term, as applicable, this agreement will automatically renew for successive Renewal Terms unless and until it is terminated in accordance with this clause 13.
13. 2 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:
(a) 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;
(b) the other party becomes insolvent or makes any voluntary arrangement with its creditors or becomes subject to an administration order;
(c) the other party has a receiver or administrative receiver appointed over any of its property; or
(d) the other party goes into liquidation (otherwise than for the purpose of a solvent amalgamation or reconstruction) or becomes bankrupt.
14 CONSEQUENCES OF TERMINATION
14.1 On termination or expiration of this Agreement for any reason:
(a) Loyalty Angels shall immediately stop providing the Services;
(b) 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);
(c) 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. The timing, channel and content of such notification shall be mutually agreed by the parties in good faith;
(d) Loyalty Angels shall notify all Payment Service Operators or other relevant third party service providers to Loyalty Angels of the termination of this Agreement and shall not receive or process any further Transaction Data with effect from the termination or expiration of this Agreement;
(e) all licences granted under this Agreement shall immediately terminate; and
(f) 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.
15 FORCE MAJEURE
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) to the extent that such delay or failure result from events, circumstances or causes beyond its reasonable control (such as, for instance, third party 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.
17 RIGHTS AND REMEDIES
The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
18.1 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.
18.2 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.
19 ENTIRE AGREEMENT
19.1 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.
19.2 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.
19.3 Each party agrees that the only rights and remedies available to it arising out of or in connection with this Agreement shall be for breach of contract as provided in this Agreement.
19.4 Nothing in this clause shall limit or exclude any liability for fraud.
20 ASSIGNMENT AND OTHER DEALINGS
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.
21 NO PARTNERSHIP OR AGENCY
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.
22 AMENDING THESE TERMS
22.1 Either party may propose changes to this Agreement from time to time but no proposed changes shall come into effect until a “Change Order” has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect (if any) that those changes will have on: (a) the Services; (b) the existing Fees; and (c) any of the terms of this Agreement.
22.2 If a party (“Proposing Party”) wishes to make a change to this Agreement it shall: (a) notify the other party (“Other Party”) and provide as much detail as the Other Party reasonably requires of the proposed changes, including the timing of the proposed changes; and (b) no later than 10 Business Days after such notification provide a draft Change Order to the Other Party.
22.3 If within 10 Business Days of the Proposing Party providing a draft Change Order to the Other Party the parties: (a) agree to a Change Order, they shall sign it and that Change Order shall amend this Agreement with effect from the date specified in the Change Order; or (b) are unable to agree a Change Order, this Agreement will continue in full force and effect.
22.4 Additional services 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 (and shall from that date be included in the definition of Services).
23 THIRD PARTY RIGHTS
23.1 Subject to clause 23.2, 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.
23.2 Clauses 7.3, 8.1(a) and 8.1(c) are intended to benefit also each Promotion Partner and they are enforceable by them to the fullest extent permitted by law.
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.
25 GOVERNING LAW AND JURISDICTION
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.