Terms and Conditions

Hawk Select Standard Terms (10042024)

These terms and conditions are issued by Blackhawk Network EMEA Limited a company duly incorporated under company number 4155659, having its registered office at Westside, London Road, Hemel Hempstead, Hertfordshire, HP3 9TD which is part of the Blackhawk Network group (BHN/us/we). These terms and conditions govern the supply of the Services to the client identified in the Contract (you/Client) and apply to all Orders which you place under such Contract. If you have any questions about this Contract or the Services please email us at enquiries@bhnetwork.com.

1. Services

(A) Service description and specific obligations

1.1 We will provide you with the Select Codes set out in the Order and the services as further described in this clause 1 (Services) enabling a Nominated Recipient to redeem a Select Code for eGifts or gift cards through the Website.

1.2 Select Codes may only be redeemed in return for Products for use in the United Kingdom and where agreed and detailed in the contract form the Republic of Ireland, unless otherwise agreed and detailed in the contract form. The agreed specification for the Select Codes for each Client campaign will be set out in the contract form. We will ensure that the Select Codes can be exchanged for Products using the Service(s).

1.3 We will ensure that the Products can be redeemed in return for goods or services at the retailer selected by the Nominated Recipient (subject always to the then applicable Redemption Terms). You acknowledge that we cannot be held liable in the event that a retailer is subject to insolvency.

1.4 The Select Codes are subject to Redemption Terms which can be accessed for reference at https://www.select-your-reward.co.uk/termsandconditions. The Redemption Terms apply between the Nominated Recipient and us and do not form part of this Contract.

1.5 The images of the Select Codes and any descriptions on our website are for illustrative purposes only. We reserve the right to amend the specification of the Select Codes and Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Select Codes or Services.

1.6 The Select Codes, eGifts, Gift Cards are all provided with a specified validity period. After this period of time has elapsed the Select Codes, eGifts, Gift Cards become void and cannot be redeemed. No refund will be available to either the Client or the Nominated Recipient of funds which have not been redeemed by the expiry of the specified validity period.

1.7 Risk in the Select Codes(s) shall pass to you upon delivery and title in the Select Codes(s) shall pass to you upon receipt of payment in full by us. However, once a Select Code has been issued to a Nominated Recipient in accordance with your instructions the right to redeem the Select Code for a Product and subsequent right to redeem the Product on the Redemption Terms vests in that individual for the duration of the validity period specified on such Select Code or Product.

1.8 To the extent that the Nominated Recipient is entitled to a refund under Applicable Law in connection with the provision of any Products provided to them when they redeem their Select Codes, you will be liable for the costs associated with such refunds to the Nominated Recipients.

1.9 For the avoidance of doubt clause 7.4 of this Contract shall not preclude you from issuing the Select Codes to your employees and/or clients on the terms set out in this Contract.

(B) Dispatch and delivery

1.10 We will endeavour to dispatch the physical Select Codes within three (3) business days and digital or print-ready Select Codes within one (1) business day from either receipt of payment for such Select Codes or where we have agreed in the contract form to provide you with credit terms, from acceptance of your Order for such Select Codes.  You may schedule Select Code despatch dates in advance.  If you do Select Codes will be issued automatically on the required date or dates and you will be liable to make payment in full of the Charges due in respect of such Select Codes.

1.11 Delivery of 1) physical Select Codes will be via first class post or DX delivery services at our sole discretion; 2) digital Select Codes will be either a) via download from the Hawk Select Portal for bulk orders; b) via HTML email; or c) via SMS text message for deliveries direct to the Nominated Recipient and; 3) print-ready Select Codes will be available via download from the Hawk Select Portal. Delivery of the Select Codes will be complete once they have been delivered to the address, email address or telephone number provided by you or when they have been made available to download.

1.12 You must notify us as soon as reasonably practicable but in any event within two (2) business days of delivery of any discrepancy between the quantity of Select Codes ordered and those delivered. Before contacting us in the case of non-delivery of digital Select Codes please check your computer settings and confirm that delivery has not been intercepted by SPAM filters.

1.13 (a) We will investigate all claims regarding (i) non-receipt of ordered Select Codes , (ii) receipt of incorrect, faulty or damaged Select Codes..

(b) In the event that the investigation reveals that Select Codes have not been delivered to the address, email address or telephone number that you have specified in the Order or have not been made available for download as appropriate or the Select Codes have been delivered but are incorrect, faulty or damaged we will, at our cost, send replacement Select Codes of the correct value, where appropriate, as soon as possible.

(c) In the event that the investigation reveals that the Select Codes were not delivered or made available for download because of incorrect information in the Order and the Select Codes cannot be cancelled or have been redeemed you will be charged for the cost of the replacement Select Code. There will be no additional Charge for replacement Select Codes where this is not the case.

(C) Payment terms

1.14 Unless agreed otherwise in the contract form: a) we will invoice you (i) upon receipt of your signed contract form for any setup charges (ii) upon receipt of your Order for the Select Codes and other Charges detailed in that Order; and b) you agree to pay all invoices within thirty (30) days of the date of the relevant invoice.

(D) Unlawful or fraudulent use of the Services

1.15 You are solely responsible for the content of all communications sent by your staff or provided to us by you for issuance on your behalf when using the Services. You will not use the Services in any way which is unlawful or fraudulent, or has an unlawful or fraudulent purpose or effect or to communicate any message or material that is (i) libellous, harmful to minors or obscene; (ii) infringes the intellectual property rights of any third party or is otherwise unlawful; or (iii) which would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offence under any laws. We will be entitled to disable access to the Services and deactivate any Select Codes that have been issued in the event of a breach by you of the requirements of this clause 1.15.

(E) Service ordering, Hawk Select Portal and Admin Users

1.16 We will issue a contract form for the Services based on the information that you provided. You can request the Services from us by signing the contract form and returning it to us. Your signed contract form is an offer by you to buy the Services subject to these terms. Our acceptance of your offer will take place when we email you to confirm that we accept to provide you with the Services or commence Service provision, whichever is the earlier in time, at which point the Contract will come into existence between us. If we are unable to accept your offer for any reason we will inform you of this in writing.

1.17 You can place orders for Select Codes via: (1) the Hawk Select Portal which can be found at https://orders.hawkselect.co.uk; (2) the enquiries@hawkselect.co.uk mailbox; (3) Secure File Transfer Protocol; or (4) API (each an “Order”).

1.18 Each Order will be subject to the provisions of the contract form and the terms and conditions set out herein. In addition, you should ensure that you specify in the relevant contract form the process we should follow when issuing the Select Codes.

1.19 Your authorised signatories may appoint members of your staff as users of the Hawk Select Portal with limited user rights and/or also appoint admin users ("Admin Users"). Admin Users have extensive rights over access to and use of the Hawk Select Portal’s enhanced functionality, including the ability to onboard further users, including further Admin Users, and specify user permissions. For example, the Hawk Select Portal functionality permits, but is not limited to, the ability for staff to place Orders, to view and administer Orders, to view personal data and redemption behaviour and to provide customer service.

1.20 You, the Client shall be liable under the Contract for the acts and omissions of your Admin Users and any other of your staff who access the Hawk Select Portal and your attention is drawn to clause 11 in this respect. It is your responsibility to remove access to the Hawk Select Portal to Admin Users and other staff users who no longer work for you.

1.21 We reserve the right to temporarily or permanently remove access to the Hawk Select Portal to any Client, Admin User or other Client staff who we consider at our discretion have been mis-using it.

(F) Select Code Delivery by SMS Text Message

1.22 When the Services include sending SMS text messages to Nominated Recipients we will transmit SMS text messages to the telephone numbers provided by you.  The SMS text messages will be sent on your behalf and you are liable for the content of all such SMS text messages.  You will inform us in writing when an individual is no longer authorised to provide us with instructions or SMS text message content on your behalf.

1.23 You are responsible for obtaining and maintaining all consents and permissions required by Applicable Law in order for us to transmit SMS text messages to Nominated Recipients in the provision of the Services.

1.24 The successful delivery of SMS text messages may depend on the actions of third party service providers that we do not control, such as mobile communication carriers and telecommunications networks.  We will use commercially reasonable efforts to transmit SMS text messages included in the Services but are not responsible for delivery issues that are outside of our control.

1.25 We may suspend our text messaging Service upon written notice and require fulfilment via an alternative method if we determine or reasonably believe that: (a) you may be in breach of this Contract; (b) that your use of the SMS text messaging Service may constitute a breach of our service provider’s acceptable use policy; (c) there is an unusual, material spike in your use of the SMS text messaging Service or other circumstances that we reasonably determine may be an indicator of fraudulent activity; or (d) your use of the SMS text messaging Service may impede our ability to offer the SMS text messaging Service to other clients, for instance if your use of the SMS text messaging Service may not comply with Applicable Law or telecommunication industry best practices guidelines. Should we invoke suspension in accordance with this clause 1.25 the parties will promptly agree an alternative method of fulfilment, including parameters and conditions of such fulfilment.

1.26 You will indemnify and defend us against all and any costs, claims, damages, fines or expense we incur that result from our transmission of SMS text messages to telephone numbers in compliance with our obligations in this Contract, including those arising from your breach of any Applicable Law or of any obligation or representation set out in this Section F.

2. Fees and payment

2.1 In consideration for the supply of the Deliverables and Services you agree to pay the charges detailed in the contract form ("Charges").

2.2 The Charges exclude duties and taxes. You will pay the applicable duties and taxes, at the prevailing rate, at the same time as you pay the Charges.

2.3 All payments shall be made in Pounds Sterling or where detailed on the agreed contract form Euros and by the payment method stipulated in clause 1 above or in the contract form.

2.4 In the event you have not paid us within the agreed payment term, we may (a) charge interest on the outstanding amount at the rate of 4% per year above the base rate of the Bank of England to accrue daily from the date on which payment fell due until the date on which payment is made in full cleared funds and (b) disable your access to all or part of the Services and/or suspend our performance of the Services.

2.5 BHN reserves its right to increase the Charges annually with effect from the Effective Date in accordance with the annual percentage increase in the Retail Prices Index as published by the UK Office of National Statistics.

2.6 Postage Charges are subject to change.  All such Charges shall be automatically adjusted following an increase in the relevant third party postal rates.

2.7 Without prejudice to any other right or remedy, we may set off any amount which is due and owing by us or any our Affiliates to you or any of your Affiliates either under this Contract or any other contract between us or our Affiliates and you or any of your Affiliates whether existing now or in the future.

3. Warranties and General Obligations

3.1 You warrant and represent on an ongoing basis that: a) you have full capacity and authority to enter into and perform your obligations under this Contract; b) the Contract is executed by your duly authorised representative; and c) you will ensure that the data, including Personal Data, that you provide is accurate and up to date.

3.2 You will a) co-operate with us in all matters related to the Services and ensure the same of your independent contractors; b) promptly supply us with such materials and data as we may reasonably request; and c) comply with all Applicable Laws.

3.3 You warrant and represent on an ongoing basis that that there are no Client Staff to the extent that TUPE applies and you will indemnify us against all costs, claims, demands, liabilities and expenses properly incurred by us in respect of any Claim made by Client Staff pursuant to any application to a Court or Employment Tribunal or any compromise thereof.

3.4 We will i) perform the Services with all due skill care and diligence using appropriately qualified individuals; and ii) provide the Deliverables in accordance with their specification. Where the Services and/or Deliverables are not provided in accordance with this Clause 3.4 and Clauses 1.3 and 1.6 do not apply we will at our cost and sole discretion re-perform, repair or replace such non-compliant Services and/or Deliverables.

3.5 We will use reasonable endeavours to meet any performance dates agreed with you in writing, but any such dates are estimates only.

4. Term

4.1 Subject to the provisions for earlier termination, this Contract is deemed to have commenced on the Effective Date and shall continue in full force and effect for the Contract Duration.

5. Liability

5.1 This clause 5 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of all matters arising out of this Contract.

5.2 Nothing in this Contract limits or excludes a party’s liability for (a) death or personal injury resulting from its negligence; or (b) any damage or liability arising from its fraud or fraudulent misrepresentation; or (c) for any other liability which cannot be limited or excluded by Applicable Law; or (d) under any indemnity given by that party in this Contract.

5.3 Subject to clause 5.2, we will not be liable to you for any of the following (where in each of clauses 5.3(b) to 5.3(j) inclusive of a direct or indirect nature): a) special, indirect or consequential loss; b) loss of profits; c) loss of business; d) depletion of goodwill and/or similar losses; e) loss of anticipated savings; f) loss of goods; g) loss of contract; h) loss of use; i) loss, damage or corruption of data or information; and j) any pure economic loss, costs, damages, charges or expenses.

5.4 Subject to clauses 5.2 and 5.3, our total liability to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Contract shall not exceed fifty thousand pounds (£50,000).

5.5 All warranties, conditions, undertakings or terms, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of any goods or services provided by us pursuant to this Contract are excluded from this Contract save to the extent they are expressly provided herein.

6. Confidentiality

6.1 Each party agrees to keep confidential all Confidential Information and will only use the other party’s Confidential Information for purposes of fulfilling its obligations under this Contract.

6.2 The receiving party shall treat the disclosing party’s Confidential Information with at least the same degree of care that it treats in own Confidential Information but in any event with no less than a reasonable degree of care.

6.3 The receiving party may disclose the disclosing party’s Confidential Information to its employees, officers, representatives or advisers who need to know such Confidential Information for the purpose of carrying out the receiving party’s obligations under this Contract.

6.4 For the purpose of this Contract, Confidential Information shall not include information which is: a) in the public domain or falls into the public domain otherwise than due to breach of this obligation by the receiving party; or b) lawfully in the receiving party’s possession at the time of disclosure by the disclosing party; or c) lawfully acquired from an independent third party who did not itself obtain it under an obligation of confidentiality; or d) independently developed without access to any information disclosed by the disclosing party; or e) required to be disclosed by any court or governmental or administrative authority competent to require the same or by any Applicable Law.

7. Intellectual property Rights

7.1 All pre-existing Intellectual Property Rights shall remain the sole property of the originating party and the other party shall acquire no rights therein. Each party hereto warrants to the other party that to the best of its knowledge, all material, logos, information or other data provided to the other party in any media does not infringe the Intellectual Property Rights of any third party.

7.2 You acknowledge that any and all of the Intellectual Property Rights subsisting in or used in connection with the BHN IPR, the Deliverables and the Services shall remain the sole property of BHN or such other party as may be identified therein or thereon and you shall not at any time dispute such ownership.

7.3 We grant you, or shall procure the direct grant to you of, a fully paid-up worldwide, non-exclusive, royalty-free and revocable licence to use the BHN IPR for the purpose of receiving and using the Services and/or the Deliverables in your business during the Contract Duration.

7.4 You shall not (without our prior written consent) permit any third party to use the BHN IPR, Services or Deliverables in any way whatsoever and shall notify us immediately if you become aware of any unauthorised use of the whole or any part of the BHN IPR, Services or Deliverables by any person.

7.5 You grant us and our Affiliates and service providers a fully paid-up, worldwide, non-exclusive, royalty-free, transferable licence to use, copy and modify the Client Materials for the purpose of providing the Services.

7.6 You shall indemnify and keep indemnified us and our Affiliates and service providers from and against all costs, claims, demands, liabilities, expenses, damages or losses they suffer or incur as the result of any claim or proceedings brought by a third party as a result of any goods or services supplied either to your design/specification or in accordance with or based upon any information or materials supplied by you or any Client Materials supplied to us.

8. Data Protection

8.1 In this clause 8, Data Protection Laws means the UK GDPR (as defined in the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019/419), the Data Protection Act 2018 (as amended and superseded from time to time), and/or all Applicable Law from time to time, in each case in each jurisdiction where the Services are delivered in relation to data privacy;

"Process/Processing", "Data Subject", "Personal Data" and "Personal Data Breach" shall have the same meaning as in the Data Protection Laws;

DPA means the Data Processing Addendum found at https://blackhawk network.com/b2b-data-protection-addendum including Attachments 1 and 2 hereto.

8.2 Each party confirms that it holds, and during the term of this Contract will maintain, all registrations and notifications required in terms of the Data Protection Laws which are appropriate to its performance of its obligations under this Contract.

8.3 Each party confirms that, in the performance of this Contract, it will comply with the Data Protection Laws.

8.4 You warrant that you have (and, at all times during the period this Contract is in force, you will have) the requisite rights, authority and consents to disclose any Personal Data to us for the purpose of the performance of this Contract and that use by us of such Personal Data to provide the Services hereunder in accordance with the Contract and your instructions will not infringe the rights of any third party.

8.5 BHN, as well as its vendors, suppliers and providers, may obtain, use, disclose and otherwise process personal Data (as that term is defined in the DPA) in the provision of the Services in accordance with the DPA which is incorporated into the Contract by reference and can be viewed at https://blackhawknetwork.com/b2b-data-protection-addendum . The DPA includes Attachments 1 and 2 to this Contract. As further described in the DPA: (1) the address for assistance with Data Subject Requests is DL-GlobalPrivacyOffice@bhnetwork.com (this email address is confidential and should not be made available to the public); and (2) notifications to BHN regarding a Personal Data Breach should be sent via email to: DL-OCC@bhnetwork.com.

9. Termination

9.1 Either party may terminate the Contract with immediate effect by giving the other written notice if:

9.1.1 the other commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach with thirty (30) days of being notified in writing to do so;

9.1.2 if any step or action in connection with the other entering into administration, provisional liquidation or any composition or arrangement with their creditors (other than in relation to solvent restricting), being wound up (whether voluntarily or by order of the court, unless for the purpose of solvent restructuring), having a received appointed to any of its assets or ceasing to carry on business or actions is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

9.1.3 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.

9.2 Without affecting any other right or remedy available to it, we may terminate this Contract with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract by the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment.

9.3 Termination of the Contract shall not affect any rights or remedies that have accrued as at termination.

9.4 Any provision of the Contract that expressly or by implication is intended to come in force on or after termination shall remain in full force and effect.

9.5 Notwithstanding any provision or arrangement allowing you payment terms, payment of all sums owing under the Contract shall become due and payable to us immediately upon the termination of this Contract.

10. Force Majeure

10.1 Neither party will be liable for any loss or damage from any delay or failure to supply any Deliverables or Services due to any circumstances beyond its reasonable control ("Force Majeure Event"), provided that the affected party informs the party as soon as practicable after first becoming aware of the Force Majeure Event.

10.2 If the Force Majeure Event in question continues for more than 30 days, either party may give notice in writing to the other of not less than 30 days to terminate this Contract.

10.3 To the extent that we continue to provide the Deliverables and/or Services during a Force Majeure Event, you shall pay the Charges to us in accordance with the provisions of this Contract.

11. Due Diligence and Fraud Prevention

11.1 You will provide us with all the information reasonably requested for the purpose of our due diligence checks (including but not limited to, information relating to your owners and identification evidence of your directors and any persons authorised by you to place orders with us or any Admin Users or other users of the Hawk Select Portal that you nominate).

11.2 If you are required to provide further information pursuant to clause 11.1 but have failed to do so then we may, at our entire discretion, reject your Order, refuse to dispatch the Select Codes and/or terminate this Contract.

11.3 You will establish policies and maintain systems and processes, commensurate with industry standards, to secure your systems and networks and prevent access to them by unauthorised third parties which shall include ensuring that staff ordering Select Codes(s) on your behalf and/or accessing the Hawk Select Portal have state of the art hacking detection mechanisms and appropriate firewalls and protections in place, including for staff working remotely, to detect and prevent account takeovers and/or unauthorised access. We shall bear no responsibility for any fraudulent activity, or any resulting losses, arising as a result of your breach of your responsibilities under this clause and/or a vulnerability in your systems/network and whether or not caused by a third party or the actions or omissions of your own staff. You shall be responsible for all use of the Hawk Select Portal by your staff and the obligation to make payment for any Orders which are made by your staff, whether or not the same arise out of the fraud, wilful default or negligence of your employees, agents or sub-contractors or an unauthorised third party accessing your computer network database or systems.

11.4 Each Party agrees that upon having actual knowledge of any loss, theft, damage, unauthorised or fraudulent activity in relation to use of the Hawk Select Portal and/or the ordering of the Select Codes to notify the other Party and provide all relevant information in respect of the same.

11.5 Subject to Applicable Law, you agree to comply with all reasonable requests made by us to investigate and recover sums due relating to any actual or suspected loss, fraud or other improper use of the Services. We reserve the right to suspend or cancel access to the Services if we believe that they are being used for improper or illegal purposes.

11.6 Breach of this clause 11 shall constitute a material breach of this Contract that is incapable of remedy and shall entitle us to terminate the contract immediately under clause 9.1.1.

11.7 You agree to indemnify us against any and all losses that we may incur or be subjected to including without limitation any loss resulting from claims brought by a third party as a result of or arising out of your breach of this clause 11.

12. Non-Facilitation of Tax Evasion

12.1 Each party warrants, represents and undertakes that it will not engage in any activity, practice or conduct which would constitute either:

12.1.1 a UK tax evasion facilitation offence under section 45(5) of the Criminal Finances Act 2017; or

12.1.2 a foreign tax evasion facilitation offence under section 46(6) of the Criminal Finances Act 2017 (each a "Facilitation Offence")

12.2 Each party will:

12.2.1 establish, maintain and enforce its own anti-Facilitation Offence policies and procedures as are reaosnable to prevent the occurrence of a Facilitation Offence by it and its associated persons and to ensure compliance with clause 12.1 above;

12.2.2 to carry out periodic assessments of the risk of one or more of it and its associated persons committing a Facilitation Offence; and 

12.2. notify the other in writing if it has reason to believe that it has received a request or demand from a third party which could constitute a Facilitation Offence in connection with the performance of its obligations under this Contract.

 

13. General

13.1 If there is an inconsistency between any of the provisions in these terms and conditions and the contract form, the provisions in the contract form shall prevail.

13.2 You shall not assign this Contract without our prior written consent. However, we may assign or subcontract or deal in any other manner with any or all of our rights and obligations under this Contract.

13.3 All notices given under this Contract shall be in writing and sent by first class recorded delivery post or delivered by hand to the other at its address stated on the Contract (or at such other address as the party has previously notified the other in writing as its address for services) and in relation to BHN shall be marked for the attention of the Principal Legal Counsel with a copy to the Managing Director at the address stated above and with an additional copy to the General Counsel of Blackhawk Network, 6220 Stoneridge Mall Road, Pleasanton, CA94588. Any such notice will be deemed to have been served immediately if delivered by hand or in the case of delivery by post, 48 hours after posting.

13.4 If any provision (or part of a provision) of this Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.

13.5 The parties to this Contract do not intend that any of its terms will bind or be enforceable by any person other than Client and BHN.

13.6 Any variation or amendment to this Contract will not be binding on the parties unless set out in writing, expressed to amend this Contract and signed by an authorised representative of each party save as set out in this clause 13.6. BHN reserves the right to update these terms and conditions and where such change is material will inform you before those changes take effect, either through the user interface, in an email message or through other reasonable means. If you object to an intended change, you may terminate this Contract by giving written notice to BHN within 30 days of such change becoming effective. Your continued use of the Services or Deliverables after the change becomes effective will mean that you have agreed to the new terms and conditions.

13.7 These terms and conditions, the contract form and the Order(s) constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Contract. They apply to the exclusion of any other terms that you seek to impose or incorporate by trade, custom, practice or course of dealings. For the avoidance of doubt, any terms in a purchase order issued by you shall not be legally binding and may not act as a form of offer, counteroffer or an addition to or modification of the Contract.

13.8 No delay, neglect or forbearance on the part of either party in enforcing any term or condition of this Contract shall either be or be deemed to be a waiver or in any way prejudicial to any right of such party under this Contract.

13.9 The formation, construction, performance, validity and all aspects whatsoever of this Contract and any differences or disputes (including non-contractual disputes) shall be governed by English law and each party irrevocably agrees to submit all dispute arising out of or in connection with it to the exclusive jurisdiction of the English Courts to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter.

Glossary

Admin User has the meaning given at clause 1.19 above.

Affiliate means any third party which is either: majority owned or effectively controlled by the party concerned or; is the majority owner or effective controller of the party concerned or; is controlled by the same party as the party concerned.

Applicable Law means all applicable laws, regulations, regulatory requirements and codes of practice of any relevant jurisdiction, as amended and in force from time including but not limited to any order that is given by a regulator (including, but not limited to, the Financial Conduct Authority and Prudential Regulation Authority).

BHN IPR means any and all Intellectual Property Rights owned or applied for by BHN or any of its Affiliates including but not limited to the Technology System.

Claim means all actions (including discrimination and unfair dismissal claims), proceedings and all direct, indirect or consequential liabilities, losses, damages, injuries, claims, costs and expenses (including legal expenses) awarded against or incurred by the relevant party either arising from TUPE or otherwise.

Client Materials mean all information, materials (including but not limited to logos, branding, and trademarks) and data provided to Hawk Incentives by Client.

Client Staff means all those persons employed or engaged directly or indirectly by Client who were engaged in the provision of the Services prior to the Effective Date.

Confidential Information means information in whatever form (including, without limitation, in written or oral, and wherever located) relating to the business, products, affairs and finances of the disclosing party and trade secrets including, without limitation, technical data and know-how relating to the business of the disclosing party or any of its suppliers, clients, customers, agents, or distributors, whether or not such information (if in anything other than oral form) is marked as confidential.

Contract means these terms and conditions (as may be updated by BHN from time to time pursuant to clause 13.6), the contract form signed by Client and the Order(s).

Contract Duration means the period starting on the Effective Date and continuing until either party gives the other party one month’s written notice to terminate with such notice expiring on or after the Minimum Term stated on the contract form.

Deliverables means the Select Codes, email templates and any other bespoke documents, products and materials detailed in the Order and developed by BHN as part of or in relation to the Services.

Intellectual Property Rights mean all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Effective Date means the date on which we email you the acceptance referred to in clause 1.16.

Hawk Select Portal means the online portal which can be found at https://orders.hawkselect.co.uk through which you may order Select Codes.

Member State means a member state of the European Union.

Nominated Recipient means an individual who is provided with a Select Code by the Client.

Products means the gift cards and eGifts made available by BHN to Nominated Recipient in exchange for Select Codes.

Redemption Terms means the additional terms and conditions that will apply at the point of redemption between the Nominated Recipient and BHN governing the supply of the Products.

Select Code means a digital redemption code which can be exchanged by a Nominated Recipient for a Product via the Services.

Technology System means the information technology system developed by BHN or any of BHN's Affiliates to deliver the Deliverables or Services (including but not limited to its technology platforms, database systems, software, applications, tools, processes and related source codes but excluding any elements which do not form part of the generic functionality of such system such as any Client data compilations or visual features or layouts created at the specific request of Client and which form part of the Deliverables).

TUPE means the Transfer of Undertakings (Protection of Employment) Regulations 2006.

Website means the website https://www.select-your-reward.co.uk or other Client specific redemption site through which a Nominated Recipient can redeem their Select Code.

Attachment 1
Data Processing Description and Initial Record of Processing

This Attachment is part of the DPA and includes certain details of the Processing of Personal Data. Capitalised terms are defined in the DPA. References in the DPA to ‘Agreement’ and ‘Customer’ refer to this Contract and Client respectively.

Purpose and duration of the Processing of Personal Data
The subject matter and duration of the Processing of Personal Data are set out in the DPA and the Contract, and the obligations and rights of BHN and its Affiliates are set forth in the DPA, however for purposes of reporting, the following descriptions may be used:

Subject matter, nature, and purpose of Processing of Personal Data	The delivery of technological, promotional, and administrative services by BHN to support the Client’s provision of one or more employee benefits schemes for B2B and B2C retail physical gift card and digital code swap services.
Nature of Processing of Personal Data	The nature of processing includes the following operations: collection, recording, organisation, storage, retrieval, use, disclosure by transmission, restriction, erasure or destruction.
Duration of the Processing of Personal Data	The duration of the processing shall be for the lifetime of the participant account plus a period of 7 years from the date a participant’s account is terminated/dormant in accordance with Statute of Limitations requirements (6 years) plus 1-year contingency in accordance with industry standard recommendation from the Information & Records Management Society.
Type of Personal Data Processed	Personal Data processed may include:    Client administrator name / email address / work address / IP Address.    Recipient name / email address / home address / work address / telephone number / employee ID (e.g., payroll number) / IP Address.    No Special Categories of Personal Data are processed.
Categories of Data Subjects	Employees of the Client who administer the purchase and distribution of SELECT products.    Employees of the Client who receive a Select reward from the Client.    Consumers of the Client who receive a Select reward from the Client.    Beneficiaries of fund disbursements (Free School Meals, Winter Grant Scheme, Emergency Charity Aid)

Attachment 2
Sub-Processors

As of the Effective Date, detail of the sub-processors that support the performance of the Services pursuant to the DPA can be provided upon request by emailing DL-BHNProcessorsInfo@bhnetwork.com