Defined terms are as set out in this Contract and as below:
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 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 Hawk Incentives from time to time pursuant to clause 11.6) and the contract form signed by the Client.
Data Protection Laws mean 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Communications (Amendments etc) (EU Exit) Regulations 2019/419), the Data Protection Act 2018 (as amended and superseded from time to time), and/or all Applicable Law from time to time, in each case in each jurisdiction where the Services are delivered in relation to data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.
DPA means the Data Processing Addendum found at https://blackhawk network.com/b2b-data-protection-addendum including Attachments 1 and 2 hereto.
Effective Date means the date on which we email you the acceptance or provide access to the Voucher Store to you and/or your Participants whichever is the earlier as referenced in clause 1.18.
Hawk Incentives IPR means any and all Intellectual Property Rights owned or applied for by Hawk Incentives 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.
Technology System means the information technology system developed by Hawk Incentives or any of Hawk Incentives’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.
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 Client-branded website (if ordered) and any other bespoke documents, products and materials detailed in the Contract and developed by us as part of or in relation to the Services
Participant means your employee or customer who, as a member of your closed user group, is eligible to have access to the Voucher Store.
Voucher Store means the online web portal on which a Participant can browse and order Product as described in the Services.