Terms and Conditions

Content API Standard Terms (21112022)

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 and 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). 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 services, as further described in this clause (Services) which consists of an API connecting your nominated website to our content platform.  The API will allow your Participants to browse and obtain eGifts, gift cards or vouchers  (Products) from our platform.  You will ensure that your website integrates with our API using our standardised data exchange process. 

1.2 As part of the Services, we will:

• enable the Participants within your closed user group to browse the Products available via the API;
• interface as necessary with our content platform to enable it to operate as described above.
• set up the API which may comprise of a technical brief meeting and support, testing and accreditation, order fulfilment and dispatch, order status feed.
• host the API which may comprise of technical support, application and standard software upgrades and security updates.
• provide access to an account manager to support implementation and provide ongoing support post launch.

1.3 You will manage all Participant queries.  Where such queries relate to  to Products not received within the timeframe set out in the Contract, you will contact your account manager or other designated contact for a resolution to pass back to the Participant.  For the avoidance of doubt, we will not provide any support directly to Participants.

1.4 We shall use reasonable endeavours to ensure the availability of the API at the times reasonably required by Participants and you, but we do not guarantee that such availability will be uninterrupted or error free.

1.5 We reserve the right to withdraw, add or change any Products at any time without notice.  We also reserve the right to change, at our absolute discretion, any discount offered to you on the Products.

1.6 You will positively publicise the availability of the API to all potential Participants for the Contract Duration.

(B) Product orders

1.7 The Participant can order a Product through the API and that Product will then be delivered directly by us after receipt of payment from you for the Product (which may be in the form of a deduction from the Float). For clarity, these fees are in addition to the Charges payable to us for the Services.  Where you choose to charge the Participants for the Product, then you are solely responsible for recovery of any such sums from the Participants.

1.8 We will use reasonable endeavours to dispatch the following Products within the following timeframe:

• physical gift cards and vouchers ordered by the Participants which are available in stock: within three (3) working days of receiving your payment for the relevant Product;
•  egifts ordered by the Participants:  within one (1) working day of receiving your payment for the relevant Product;

Top up of physical gift cards and egifts will be managed through the  retailer and will usually be processed between 24 and 72 hours from receipt of request.

1.9 In the event that Products are lost in transit we will promptly dispatch replacement Products and you will be liable for payment of such replacement Products and associated postage costs. You acknowledge and accept (and will ensure that the Participants acknowledge and accept) that no Product will be considered lost in transit until a period of ten (10) working days from the date of dispatch has elapsed.

1.10 The Products will be subject to redemption terms which will apply between the Participant and us and will be available through the API or on the relevant retailer’s website. These do not form part of this Contract.

1.11 To the extent that a Participant is entitled under Applicable Law to cancel their order for a Product, you will be liable for the costs associated with such cancellation.

1.12 Ownership of the Products purchased shall transfer to the Participant at the point of we receive payment in full in respect of that Product or delivery whichever is the later in time. Risk in the Product shall pass to the Participant at the point of delivery to their nominated address in the case of a physical gift card or voucher or upon commencement of download in the case of an eGift.

1.13 Products are provided with a specified validity period. After this period of time has elapsed the Products will become void and cannot be redeemed. We will not issue a refund to you or the Participant for Products which not been redeemed by the expiry of the specified validity period.

1.14 We will also ensure that the Product can, where applicable, be redeemed in return for goods or services at the chosen retailer. Please note that we cannot be held liable in the event that a retailer is subject to insolvency.

(C) Float and payment terms

1.15 We will agree with you an amount which you will pay to us in advance which will be available for us to set-off against the fees due for the orders for Products placed by the Participants (Float).   We will invoice you on a monthly basis for the difference between the agreed Float amount and your Monthly Spend.  We may invoice you more frequently where the available funds in the Float are insufficient to cover the Product fees.

1.16 The funds in the Float shall remain your property until such time as they have been set-off by us to pay for the Product fees.  You acknowledge that no interest is payable in respect of the funds in the Float.

1.17 Upon termination of the Contract, you may request the return of the funds remaining in the Float and we will return such funds within a reasonable time after deduction of all outstanding fees and Charges that are due to us.

1.18 You will pay all invoices by bank transfer and do so within 14 calendar days of the date of the relevant invoice unless stated otherwise on the invoice.

(D) Marketing

1.19 You  will ensure that all marketing literature or communications to be used in relation to the Voucher Store or Product is approved by us in writing prior to use.  You acknowledge that we may need to obtain approval from third party providers and as such, we are unable to commit to timeframe for reviewing such literature and communications.

(E) Contracting with us

1.20 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, at which point the Contract will come into existence between us. If we are unable to accept to provide you with the Services for any reason we will inform you of this in writing.

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 ("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 and by the payment method stipulated in clause 1 above or in the Contract.

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 of 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 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; c) you will ensure that the data, including Personal Data, that you provide is accurate and up to date; and d) the intended use of the Services stated on the contract form is complete, accurate and true.

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 perform the Services with all due skill care and diligence using appropriately qualified individuals.

3.5 We will ensure that the Products are properly packed and secured in a manner to enable them to reach their destination in good condition. 

3.6 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.

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 Client acknowledges 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 Client shall not at any time dispute such ownership.

7.3 BHN grants the Client, or shall procure the direct grant to the Client 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 the Client’s business during the Contract Duration.

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

7.5 Client grants BHN and its 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 Client shall indemnify and keep indemnified BHN and its 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 Client’s design/specification or in accordance with or based upon any information or materials supplied by Client or any Client Materials supplied to BHN.

8. Data Protection

8.1 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.

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

8.3 You warrant that you have (and, at all times during the period this Contract is in force,  will have) the requisite rights, authority and consents to disclose any Personal Data to BHN for the purpose of the performance of this Contract and that use by BHN 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.

8.4 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, BHN may terminate this Contract with immediate effect by giving written notice to Client if Client fails 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 Client credit, payment of all sums owing under the Contract shall become due and payable to BHN 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 BHN continues to provide the Deliverables and/or Services during a Force Majeure Event, Client shall pay the Charges to BHN in accordance with the provisions of this Contract.

11. Non-Facilitation of Tax Evasion

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

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

11.1.2 a foreign tax evasion facilitation offence under section 46(6) of the Criminal Finances Act 2017 (each a “Facilitation Offence”). 

11.2 Each party will:  

11.2.1 establish, maintain and enforce its own anti-Facilitation Offence policies and procedures as are reasonable to prevent the occurrence of a Facilitation Offence by it and its associated persons and to ensure compliance with clause 1 above;  

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

11.2.3 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 Agreement. 

12. General

12.1 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.

12.2 Client shall not assign this Contract without the prior written consent of BHN. However, BHN may assign or subcontract or deal in any other manner with any or all of its rights and obligations under this Contract.

12.3 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.

12.4 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.

12.5 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.

12.6 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 12.6. 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.

12.7 These terms and conditions and the contract form 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 Client shall not be legally binding and may not act as a form of offer, counteroffer or an addition to or modification of the Contract.

12.8 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.

12.9 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

Defined terms are as set out in this Contract and as below:

General Definitions

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).

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 BHN 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 11.6) and the contract form signed by Client.

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.

Effective Date means the date on which we email you the acceptance referred to in clause 1.19.

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.

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.

Member State means a member state of the European Union.

Technology System means the information technology system developed by BHN or any of BHN's Affiliate 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.

Specific Definitions

API means an application programming interface that enables two applications to exchange data.

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 any bespoke documents, products and materials detailed in the Contract and developed by us as part of or in relation to the Services.

Monthly Spend means the total face value of Products which you have purchased from us in any given calendar month.

Participant means your employee or customer who, as a member of your closed user group, is eligible to have access to your nominated website with the API.

 

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: 

Description of Services Provided

BHN will process the below-identified Data Subject information in order to provide the Services.

Data Subjects 

The Data Subjects whose Personal Data is required to be processed as an essential part of delivering the Services described above are: 

X

Consumer customers (customers of Customer; Customer is Controller)

X

Employees of Customer (Customer is Controller)

Personal Data 

X	Consumer Name (consumer customer of the Customer)		X	Employee Name (employee of the Customer and Customer name)
X	Consumer Mailing Address		X	Employee Mailing Address
X	Consumer Email Address		X	Employee Work Email Address
X	Consumer Phone Number		X	Employee Personal Email Address
X	Consumer Billing Address		X	Employee Billing Address
X	Unique ID		X	Mobile or Device id
X	Masked Card Data (last 4 digits etc.)
X	Debit Card Data (PAN, CVV, Exp)

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