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LoyaltyLion's terms of service

This document sets out the terms and conditions (“Terms of Service”) between the Customer, whose details are set out on the Order Form (“Customer/you”) and LoyaltyLion. These Terms of Service and the Privacy Policy govern your Use of the LoyaltyLion system and Services.

By using the LoyaltyLion Service or signing an Order Form, you agree to and accept the Terms of Service and the Order Form.

Please read the Terms of Service carefully and make sure you understand and agree to them before using the LoyaltyLion Service. If you have any questions relating to the Terms of Service please contact LoyaltyLion at info@loyaltylion.com.

If you do not agree to these Terms of Service, then do not use the LoyaltyLion Service.

1. Information About LoyaltyLion:

1.1 The LoyaltyLion Service is provided by LoyaltyLion Ltd (“LoyaltyLion”), a company incorporated and registered in England and Wales under company number 08264116 whose registered office is at Hubhub – LoyaltyLion, 20 Farringdon Street, London, England, EC4A 4EN. LoyaltyLion’s VAT number is 210 0111 10.

2. Definitions and Interpretation:

2.1 In these Terms and Conditions, defined terms shall have the meanings set out below:

2.2 “Account” means the Customer’s account on the LoyaltyLion Service;

2.3 “Agreement” means the agreement between the Customer and LoyaltyLion comprising the Order Form and the Terms of Service for the provision of the LoyaltyLion Service;

2.4 “API” means Application Programming Interface of the LoyaltyLion Service;

2.5 “Billing Period” means the period set out in the Order Form;

2.6 “Code” means the HTML or JavaScript or other source code provided by LoyaltyLion to the Customer for incorporation into the Customer’s web pages or mobile applications;

2.7 “Customer” means the customer identified in the Order Form;

2.8 “Customer Data” means the content and data transferred to any LoyaltyLion equipment as a result of the Code or the API;

2.9 “Customer’s Service” means the web or app-based service operated by the Customer;

2.10 “Confidential Information” means information which is identified as confidential or proprietary by either party or by the nature of which is clearly confidential or proprietary;

2.11 “Data Controller”, “Data Processor” and “Data Subject” shall each have the meaning set out in the Data Protection Legislation;

2.12 “Data Protection Legislation” means the UK GDPR, the Data Protection Act 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, the GDPR 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 UK Information Commissioner and other national privacy or data protection commissioners;

2.13 “Extended Term” means the period of time set out in the Order Form that the Agreement will automatically extend for following the end of the Initial Term or any Extended Term;

2.14 “Fees” means the amounts set out in the Order Form;

2.15 “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation);

2.16 “Initial Term” means the initial term of the Agreement as set out in the Order Form;

2.17 “LoyaltyLion Service” means the Code, the API, LoyaltyLion’s Mass Messaging and Automated Messaging services, and any analytics, marketing analytics and metrics software product LoyaltyLion makes available as a service through the Website;

2.18 “Order Form” means the Order Form signed (whether electronically or otherwise) which amongst other things, identifies the Customer and sets out the Fees, if applicable;

2.19 “Order Form Date” means the date from which the Customer will receive the LoyaltyLion Service, and if applicable the Integration Services, as set out in the Order Form;

2.20 “Personal Data” and “Personal Data Breach” shall have the meanings set out in the Data Protection Legislation, and for the purposes of clause 9 the term “Personal Data” shall mean Personal Data processed by LoyaltyLion on behalf of the Customer;

2.21 “Privacy Policy” means the LoyaltyLion privacy policy made available at the Website, as amended from time to time;

2.22 “Services” means the products and services that are ordered by the Customer under an Order Form or self-service online, or provided to the Customer free of charge (as applicable)

2.23 “Terms of Service” means these terms and conditions of service as amended from time to time;

2.24 “Term” means the period of time made up of the Initial Term plus any Extended Term;

2.25 “Third Party Sites” has the meaning ascribed to it in clause 3.3

2.26 “UK GDPR” means the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018;

2.27 “User” means any person authorized by the Customer to access the LoyaltyLion Service on behalf of the Customer;

2.28 “Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses, ransomware and other similar things or devices; and

2.29 “Website” means www.loyaltylion.com.

3. Supply of the Services

3.1 LoyaltyLion shall provide the Services to the Customer for the Term set out in the Order Form in accordance with these Terms of Service and the Privacy Policy.

3.2 The Agreement shall start on the earlier of either the date which the Customer creates an account with LoyaltyLion or the Order Form Date in the Order Form and shall continue for the Term.

3.3 The LoyaltyLion Service may contain links to, or call the servers of, third party websites or services that are not under LoyaltyLion’s control, solely at the direction of and/or as a convenience to the Customer (“Third Party Sites”). As such, LoyaltyLion is not responsible for, and makes no express or implied warranties with regard to, the information, content or other material, products or services that are contained on or are accessible through, or the policies regarding use and privacy of, Third Party Sites. Access to and use of Third Party Sites, including the information, content, material, products, and services on such websites or available through such websites, is solely at the Customer’s risk. If the Customer accesses any Third Party Sites, the Customer does so at its own risk.

3.4 In the course of providing the Services LoyaltyLion may wish to contact the customers of the Customer directly (for example to inform them that they are only 100 points away from a reward), and the Customer shall ensure that there is no contractual or other impediment to LoyaltyLion in so doing.

3.5 Save to the extent expressly set out in the Agreement, LoyaltyLion makes no warranties (whether express or implied) relating to the Services, and any conditions or warranties which might otherwise be implied by law are hereby excluded to the maximum extent legally permissible.

 4. Duration:

4.1 The Initial Term of the Agreement shall automatically extend for the Extended Term at the end of the Initial Term and at the end of each Extended Term, unless either party gives written notice to the other, no later than 30 days before the end of the Initial Term or the relevant Extended Term, to terminate the Agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.

 5. Charges, Invoicing and Payment:

5.1 The Customer will pay the Fees as set out in, and in accordance with, the Order Form and the following terms:

(i) Fees are payable whether or not any use is made of the Services in any particular period;

(ii) payment obligations are non-cancellable and Fees paid are non-refundable;

(iii) quantities purchased in the Order Form cannot be decreased during the Initial Term

(iv) Fees shown exclude VAT and other applicable taxes, which must be paid in addition.

5.2 If LoyaltyLion has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies available to LoyaltyLion:

5.2.1 LoyaltyLion may, without liability to the Customer, suspend or temporarily disable all or part of its access to the LoyaltyLion Service and LoyaltyLion shall be under no obligation to provide any access to the LoyaltyLion Service, while the invoice(s) concerned remain unpaid;

5.2.2 interest shall accrue on such overdue amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank PLC at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment; and

5.2.3 the Customer shall reimburse LoyaltyLion for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by LoyaltyLion in collecting any overdue amounts.

5.3 LoyaltyLion has the right to increase and/or modify Fees payable during any Extended Term, and shall notify the Customer accordingly.

5.4 Pricing is dependent on monthly order numbers.  The number of monthly orders included in each plan level is set out at https://loyaltylion.com/uk/pricing.  If the Customer exceeds the relevant number by more than 25% over an average of three consecutive months, then LoyaltyLion has the right to review the relevant plan level and/or pricing and, if it so chooses, to charge an increased amount based on the additional usage.

6. Member account and password security

6.1 The Customer is responsible for maintaining the confidentiality of login details for its Account and any activities that occur under its Account including the activities of Users. Whenever applicable, LoyaltyLion encourages the Customer to use “strong” passwords (passwords that use a complex combination of upper and lower case letters, numbers and symbols which cannot easily be guessed) with its Account. If the Customer has any concerns about the login details for its Account or thinks they have been misused, please contact LoyaltyLion at info@loyaltylion.com. The Customer must immediately notify LoyaltyLion if the Customer becomes aware that the login details of any User are lost, stolen or otherwise compromised.

7. Publicity, Case Studies & Feedback

7.1 LoyaltyLion may use the Customer’s name, logo and related trademarks, and any email marketing templates that are used in emails sent through the LoyaltyLion Service, in any of LoyaltyLion’s publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Customer uses the LoyaltyLion Service and alongside any testimonials that the Customer has agreed to give. The Customer grants LoyaltyLion such rights as are necessary to use such name, logo, related trademarks, email templates and testimonials for the purpose of this clause 7.1.

7.2 The Customer acknowledges that LoyaltyLion may prepare written overviews of the impact of the LoyaltyLion Service on the Customer’s business (“Case Studies”). The Customer agrees that LoyaltyLion may publish such Case Studies with the Customer’s consent (such consent not to be unreasonably refused) as part of its marketing materials. The Customer may request reasonable amendments to Case Studies. Any consent to be given to Case Studies or requests for amendments to Case Studies prepared by LoyaltyLion shall not be unreasonably delayed by the Customer.

7.3 LoyaltyLion and the Customer agree that the Case Studies may consist of (but not be limited to) information identifying the Customer, the dates and timeframes for the provision of the LoyaltyLion Service, the dates and timeframes for the achievement of relevant outcomes using the LoyaltyLion Service, the description of the outcomes achieved using the LoyaltyLion Service and metrics relating to those outcomes such as (but not limited to) increase in customer engagement, average order value, purchase frequency, program enrolment, reward usage, email click-through rate or any other metric relevant to the achieved outcomes using the LoyaltyLion Service.

7.4 No information which in the Customer’s reasonable opinion is commercially sensitive to its business shall be included in published Case Studies. The Customer agrees to provide a reasonable level of assistance to LoyaltyLion in preparation of Case Studies, if requested to do so by LoyaltyLion.

8. Maintenance and Service Levels

8.1 LoyaltyLion does not warrant that the Services will be uninterrupted, error, bug or virus free or that the delivery of emails will be without delay.

8.2 Where a Customer has paid for access to the LoyaltyLion Service, LoyaltyLion will use commercially reasonable endeavours to make the LoyaltyLion Service available with an uptime rate of 99%.

8.2.1 In calculating the ‘down’ period, the time that the LoyaltyLion Service is unavailable due to maintenance and upgrades will not be part of the calculation.

8.3 LoyaltyLion reserves the right to make the LoyaltyLion Service unavailable at any time for the purposes of maintenance and upgrades but, except in the case of emergency, LoyaltyLion will endeavour to provide reasonable notice of any maintenance or upgrades that it will be undertaking, as far as reasonably practicable.

8.4 The Customer acknowledges that the LoyaltyLion Service requires access to Customer Data and any other data sources, whether controlled by the Customer or a third party, that the Customer may elect to use with the LoyaltyLion Service. The Customer agrees that LoyaltyLion is not responsible for the non-availability of or interruption to the LoyaltyLion Service caused by any non-availability of any such data source.

9. Data Protection

9.1 LoyaltyLion does not claim ownership in the Customer Data.

9.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Data Controller and LoyaltyLion is the Data Processor. Appendix I describes the scope, nature and purpose of the processing by LoyaltyLion, the duration of the processing, the types of Personal Data and categories of Data Subject.

9.3 The Customer will ensure that it has all necessary and appropriate consents and notices in place to enable the lawful transfer of the Personal Data to LoyaltyLion.

9.4 LoyaltyLion shall, in relation to any Personal Data processed in connection with the performance by LoyaltyLion of its obligations under the Agreement, process that Personal Data only as documented in the Agreement or on the documented instructions of the Customer unless LoyaltyLion is required by applicable laws to process Personal Data.

9.4.1 For the purposes of this clause 9.4, the following is deemed an instruction by the Customer to process Personal Data:

9.4.1.1 Processing in accordance with this Agreement and/or the applicable Order Form;

94.1.2 Processing initiated by the Customer or Users in using the LoyaltyLion Services; and

9.4.1.3 Processing to comply with documented instructions provided by the Customer.

9.4.2 To the extent that LoyaltyLion cannot comply with the Customer’s instructions without incurring material additional costs, LoyaltyLion shall:

9.4.2.1 immediately inform the Customer, giving details of the problem; and

9.4.2.2 cease all processing of the affected data (other than securely storing those data) until revised instructions are received;

9.4.3 Any changes to the pricing structure or commercial relationship between the parties by virtue of a change in written instructions as envisaged by clause 9.4 shall be negotiated in good faith between the parties.

9.4.4 Where LoyaltyLion is relying on applicable laws as the basis for any additional processing of the Customer’s Personal Data, LoyaltyLion shall promptly notify the Customer of this before performing the processing required by the applicable laws unless those applicable laws prohibit LoyaltyLion from so notifying the Customer.

9.4.5 Where LoyaltyLion reasonably considers that an instruction of the Customer infringes Data Protection Legislation, it shall immediately inform the Customer of its opinion and cease processing the Personal Data based on that instruction (other than securely storing those data). LoyaltyLion shall not be obliged to seek legal advice in relation to the Customer’s instruction, but where it does, LoyaltyLion shall act reasonably and the Customer shall meet the costs of such advice on an indemnity basis, provided such legal costs are reasonably and properly incurred.

9.5 LoyaltyLion shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorized or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage to the Personal Data and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymizing and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

9.6 LoyaltyLion shall take reasonable steps to ensure the reliability of any of its staff who will have access to the Personal Data, ensuring that any such staff are adequately trained in their duties, contractually obliged to maintain the confidentiality of the Personal Data, and contractually obliged to process the Personal Data only on the instructions of the Customer.

9.7 LoyaltyLion shall assist the Customer in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators. If LoyaltyLion receives from a Data Subject a request to exercise his/her rights in respect of Personal Data, LoyaltyLion will provide notice of this to the Customer without undue delay. LoyaltyLion may charge the Customer for its assistance under this clause, which shall be calculated in accordance with LoyaltyLion’s standard daily fees as amended from time to time.

9.8 LoyaltyLion shall notify the Customer without undue delay on becoming aware of a Personal Data Breach.

9.8.1 LoyaltyLion shall make such notice by phone call, in-person meeting, an announcement on the LoyaltyLion Service platform or by email detailing, where known, the type of breach, the extent of the breach and any measures LoyaltyLion has taken to mitigate the breach. LoyaltyLion will provide the Customer with all reasonable assistance in investigating and mitigating the impact of the breach and provide all reasonable assistance to the Customer in relation to its obligations to provide adequate notifications to the relevant data protection authorities and affected Data Subjects.

9.8.2 Any notice under this clause 9.8 by LoyaltyLion or a response to a Personal Data Breach shall not be construed as an admission of fault or liability by LoyaltyLion.

9.9 At the written direction of the Customer, LoyaltyLion shall delete Personal Data or return Personal Data and all copies thereof to the Customer on termination of the Agreement as soon as reasonably practicable, unless otherwise required by applicable law or where LoyaltyLion reasonably deems it necessary to retain Personal Data in order to prosecute or defend any legal claim (in which case LoyaltyLion may retain Personal Data and other Customer Data for a reasonable period of time pending resolution of such obligation or issue).

9.10 LoyaltyLion shall maintain all necessary information to demonstrate its compliance with Article 28 of the GDPR and, at the cost of the Customer, make such information available to the Customer.  LoyaltyLion shall also allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer.  All such audits shall be carried out at the cost of the Customer on reasonable notice and shall be confined to audits of the Personal Data.  All auditors will be required to enter into appropriate undertakings of confidentiality.

9.11 By entering into the Agreement, the Customer authorises LoyaltyLion’s use of its current third party sub-processors, including third parties providing hosting, infrastructure, maintenance and other services to LoyaltyLion as required in order to provide the LoyaltyLion Service (whether within or outside the UK or EEA).  A current list of sub-processors is available upon request.

9.11.1 LoyaltyLion will notify the Customer of any intended changes concerning the addition or replacement of the authorised third party sub-processors, allowing at least 14 days for the Customer to object.

9.11.2 Should the Customer object to any changes or replacements of third party sub-processors, LoyaltyLion will cease all processing of the Customer’s Personal Data (other than securely storing those data), and provided that at least 14 days’ notice has been given by the Customer, either party may terminate the Agreement without further liability on the part of the Customer or LoyaltyLion.

9.11.3 When engaging sub-processors to process Personal Data, LoyaltyLion shall ensure that each such sub-processor is subject to substantially the same obligations in regard to the processing of Personal Data as those imposed on LoyaltyLion under this clause 9.  LoyaltyLion shall remain liable for all obligations subcontracted to, and all acts and omissions of, the sub-processor.

9.12 LoyaltyLion shall not without the written consent of the Customer process any Personal Data outside the UK and the EEA, nor transfer any Personal Data outside the UK and the EEA or to an international organisation, unless required to do so by any EU or UK law to which LoyaltyLion is subject, in which case LoyaltyLion shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. The Customer authorises the transfer or processing of Personal Data outside the UK and the EEA, where this occurs through the use of LoyaltyLion’s current third party sub-processors.

9.13 LoyaltyLion shall use reasonable endeavours to permit the Customer to download any Personal Data from the LoyaltyLion Service for a period of 15 days after the expiry or termination (howsoever caused) of the Agreement.

9.14 If a written direction has not been received under clause 9.9 or 15 days have passed as envisaged by clause 9.13, the Customer agrees that LoyaltyLion may delete any Customer Data at any time on or after the effective date of termination or expiry of the Agreement without liability to the Customer.

9.15 The Customer shall provide LoyaltyLion with such information as it requires for it to comply with Article 30 of the GDPR and shall make such information available to the supervisory authorities.

9.16 The Customer warrants to LoyaltyLion that it will collect and process Personal Data in compliance with all applicable data protection laws, enactments, orders, standards and other similar instruments, and that it has obtained all necessary permissions from the Data Subjects to whom the Personal Data relates to allow LoyaltyLion to lawfully store, transfer and process the Personal Data in the course of providing the LoyaltyLion Service. LoyaltyLion will not assess whether the Customer has lawful grounds to process Personal Data using the LoyaltyLion Service.

9.17 The Customer agrees to indemnify and keep indemnified and defend at its own expense LoyaltyLion against all costs, claims, damages and expenses incurred by LoyaltyLion or for which LoyaltyLion may become liable due to any failure by the Customer or the Users to comply with clause 9.16.

9.18 The Customer acknowledges that LoyaltyLion is reliant on the Customer for direction as to the extent to which LoyaltyLion is entitled to use and process the Personal Data. Consequently, LoyaltyLion will not be liable for any claim brought by a Data Subject arising from any act or omission by LoyaltyLion to the extent that such act or omission resulted from the Customer’s instructions or Customer’s use of the LoyaltyLion Service.

10. Important Note on Intellectual Property Rights

10.1 LoyaltyLion is the owner of or the licensee of all intellectual property rights in the LoyaltyLion Service. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved.

10.2 The Customer will not, when using the LoyaltyLion Service:

10.2.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the LoyaltyLion Service in any form or media or by any means except in so far as any such action is essential in order to benefit from the LoyaltyLion Service;

10.2.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the LoyaltyLion Service;

10.2.3 access all or any part of the LoyaltyLion Service in order to build a product or service which competes with the LoyaltyLion Service or use or attempt to use the LoyaltyLion Service to directly compete with LoyaltyLion; or

10.2.4 erase or remove any proprietary or intellectual property notice contained in the LoyaltyLion Service.

10.3 The Customer grants LoyaltyLion a licence to access, download and use the Customer Data for the purpose of analysing the Customer Data in accordance with the LoyaltyLion Service functionality, displaying the results of such analysis to Users, developing, testing, improving and altering the functionality of the LoyaltyLion Service and producing anonymized or aggregated statistical reports and research. Otherwise, LoyaltyLion claims no rights in the Customer Data. The Customer represents and warrants to LoyaltyLion that none of the Customer Data violates the Agreement and that the Customer has the necessary right, title, interest and consent necessary to allow LoyaltyLion to use the Customer Data in accordance with this Agreement. The Customer shall maintain a backup of Customer Data and, notwithstanding LoyaltyLion’s obligations under clause 9, LoyaltyLion shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Customer Data.

11. Confidentiality

11.1 Subject to clause 11.2, neither party shall disclose at any time during the Term or for a period of two (2) years after termination of the Agreement to any third party any Confidential Information relating to the other party including information relating to: (a) intellectual property rights, software, materials, products, systems, operations, processes, plans or intentions, product information, know-how and market opportunities; and (b) its business and affairs and the business, identity and affairs of its directors, officers, employees, customers and potential customers or Personal Data relating to customers, suppliers, agents, or subcontractors and the like, which comes into the possession of the other party as a result of or in connection with the performance of the Agreement.

11.2 The provisions of clause 11.1 shall not apply to any information which: (a) is in or enters the public domain other than by a breach of clause 11.1; or (b) is in the possession of the receiving party without restriction in relation to disclosure before the date of its receipt in connection with the Agreement; or (c) is obtained from a third party who is lawfully authorised to disclose such information and is provided to the receiving party without any obligation of confidentiality; or (d) is authorised in advance for release by the disclosing party.

12. Termination and suspension

12.1 If the Customer fails to pay any sum due to LoyaltyLion and such sum remains outstanding for a further fourteen (14) days following notice requiring such sum to be paid, LoyaltyLion may terminate the Agreement immediately by notice and without any liability for LoyaltyLion to the Customer.

12.2 LoyaltyLion may terminate the Agreement with 30 days’ notice in writing without cause and without further liability.

12.3 LoyaltyLion may terminate the Agreement by notice with immediate effect, or such notice as LoyaltyLion may elect to give, if the Customer:

12.3.1 is in breach of applicable law;

12.3.2 infringes LoyaltyLion’s intellectual property rights in the LoyaltyLion Service; or

12.3.3 breaches any acceptable use policy which may apply to the LoyaltyLion Service.

12.4 Without prejudice to any other rights and remedies available to LoyaltyLion, LoyaltyLion may immediately suspend the Customer’s Account in whole or in part, and any User accounts, without prior written notice if the Customer is in material or persistent breach of any terms of the Agreement, or if, in LoyaltyLion’s reasonable determination, the Customer is suspected of being in material breach of any terms of the Agreement.

12.5 Either party may terminate the Agreement immediately at any time on written notice to the other if the other:

12.5.1 is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within (i) 30 days, where the breaching party is LoyaltyLion, or (ii) five (5) business days (meaning a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business) where the breaching party is the Customer, after receiving written notice requiring it to remedy that breach; or

12.5.2 is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.

12.6 On termination of the Agreement for any reason all licences granted under the Agreement shall immediately terminate and the Customer’s right to access and use the LoyaltyLion Service will end.

12.7 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. LoyaltyLion’s Liability

13.1 Subject to clause 13.2, LoyaltyLion will not be liable for losses that result from LoyaltyLion’s failure to comply with the Agreement, tort (including negligence or breach of statutory duty) or otherwise where such losses fall into any of the following categories: loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; loss of goodwill; loss of or damage to data; waste of management or office time; or any indirect, consequential or special damages, costs or expenses.

13.2 Nothing in this Agreement excludes or limits LoyaltyLion’s liability for death or personal injury caused by LoyaltyLion’s negligence or for fraud or fraudulent misrepresentation.

13.3 LoyaltyLion’s total liability in respect of all claims and causes of action arising under or in relation to the Agreement in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise shall be limited to the Fees paid by the Customer in the 12 months prior to the event giving rise to the first such claim or cause of action

14. Force Majeure

14.1 LoyaltyLion reserves the right to defer the delivery of any of the Services if it is prevented from or delayed in the provision of the Services due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 28 days either party will be entitled to give notice in writing to the other party to terminate the Agreement.

15. LoyaltyLion’s Right to vary the Terms of Service

15.1 LoyaltyLion has the right to revise and amend the Terms of Service from time to time.

15.2 The Customer will be subject to the Terms of Service in force at the time that it makes use of the LoyaltyLion Service, or if LoyaltyLion notifies the Customer of changes to the Terms of Service and it continues to use the LoyaltyLion Service the Customer will be subject to those changes.

15.3 LoyaltyLion will use reasonable endeavours to notify the Customer of any material changes to the Terms of Service by e-mail or by the placement of a notice on the LoyaltyLion Service.

15.4 The Customer may terminate the Agreement on 14 days’ notice if it is able to demonstrate to the reasonable satisfaction of LoyaltyLion that it has been materially and adversely affected by a change in the Terms of Service.

 16. Law and Jurisdiction

16.1 The Agreement shall be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English courts.

17. Entire Agreement

17.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.

18. General

18.1 LoyaltyLion shall have the right to assign its rights and obligations under the Agreement to any of its group companies or to any entity to which it transfers (in whole or in part) the operation of the LoyaltyLion Service.

18.2 Any notice required under the terms of the Agreement shall (unless an alternative mode of delivery is specified in any relevant clause of these Terms of Service) be valid if in writing and sent to the postal address of the relevant party as set out in the Agreement.  Notices shall be deemed to have been received one day after they would be expected to arrive in the normal course of transmission, unless either party receives conclusive evidence that they have not been delivered.

 APPENDIX I

Subject matter
LoyaltyLion’s provision of the LoyaltyLion Service to the Customer.

Duration of the processing
The Term plus the period from expiry of the Term until deletion of all Personal Data by LoyaltyLion in accordance with the Terms of Service.

Nature and purpose of the processing
LoyaltyLion will process Personal Data for the purpose of providing the LoyaltyLion Service to the Customer in accordance with the Terms of Service.

Type of personal data
Personal Data may include, but is not limited to:

  • Title
  • First and last name
  • Contact information (e.g. email, billing address, shipping address, ‘phone number(s))
  • Suffix
  • Timezone (e.g. user preference or derived from contact information)
  • Geolocation of the customer (e.g city, country, timezone)
  • Date of birth
  • Purchase history including product description and values

Categories of Data Subjects

Data Subjects include:

  • customers of the Customer and of Customer’s own customers
  • employees and other members of staff of Customer
  • other persons connected with the LoyaltyLion Service

Last updated: 23/02/2022

 

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