Terms of Service

eGift, Gift Card and Voucher Standard Terms - Business Customer (06102021)

These terms and conditions are issued by Hawk Incentives 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 (“Hawk Incentives/us/we”). These terms and conditions govern the business to business supply of the Products by us to the client identified in the Order Form or contract form, as applicable, (“you/Client”).  If you are a consumer wishing to purchase Products these terms are not applicable - instead the terms set out here will apply to you. If you have any questions about this Contract or the Products please email us at enquiries@bhnetwork.com .

Defined terms are as set out in this Contract and in the Glossary below.

1. Products

(A) Product description and specific obligations

1.1 You may submit orders for eGifts, gift cards or vouchers (Products) by completing the Order Form(s).  Certain restrictions apply to how much Product you can order please see the Restrictions section of the FAQs for details.

1.2 The Products will be subject to redemption terms which will apply between the Product Recipient and the retailer issuing the Products. These do not form part of this Contract and will be available on the relevant retailer’s website for the Product Recipient to view.

1.3 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 Product Recipient for Products which have not been redeemed by the expiry of the specified validity period.

1.4 We shall use reasonable endeavours to procure that the Products are delivered within a reasonable time of us receiving payment of the fees relating to that Order Form. Delivery dates for Products cannot be and are not guaranteed and time is not of the essence in relation to these.  We will arrange for the Products to be delivered to the delivery address set out in the Order Form.1.4 We shall use reasonable endeavours to procure that the Products are delivered within a reasonable time of us receiving payment of the Charges relating to that Order Form. Delivery dates for Products cannot be and are not guaranteed and time is not of the essence in relation to these.  We will arrange for the Products to be delivered to the delivery address(es) (whether physical or digital) set out in the Order Form.

1.5 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.

1.6 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 Products ordered and the quantity delivered. Before contacting us in the case of non-delivery of eGifts please check your computer settings and confirm that delivery has not been intercepted by SPAM filters.

1.7 Risk in the Product shall pass to you/the Product Recipient (depending on to whom it is sent): (i) in the case of a physical gift card or voucher, at the point of delivery to the address nominated in your Order and (ii) in the case of an eGift, upon commencement of download or when we first make the eGift available for download or directly accessible from an email, whichever is the earlier. Please note that we cannot be held liable if you have provided us with an incorrect physical or digital delivery address and the Product sent to that address is redeemed, although we will use our reasonable efforts to assist you to send an eGift to a different digital address should you realise within a reasonable time that the original digital address provided by you was incorrect. Title to the Products shall remain with us until we have received full payment of the Charges in cleared funds.

1.8 We shall make available an e-mail and telephone help desk service for queries from you or the Product Recipients and we will display the contact details on https://business.giftcardstore.co.uk . The help desk service will be operational from 9:00am to 5:00pm GMT each business day

1.9 To the extent that your employees or customers are entitled under Applicable Law to cancel the Products which you have provided to them, you will be liable for the costs associated with such cancellation.

1.10 If you choose to purchase any Regulated Products then certain regulatory restrictions apply to that purchase, including the monetary value that can be loaded onto each such Product and the total value of regulated gift cards that can be purchased within the same order. For more details see the Restrictions section of the FAQs for details.

(B) Restrictions

1.11 You may offer the Products to your employees or customers as a gift but you are not permitted to resell the Products. Breach of this clause 1.11 shall constitute a material breach of this Agreement that is incapable of remedy and shall entitle us to terminate the contract immediately under clause 9.1.1.

(C) Payment terms

1.12 You will pay for all accepted Orders by debit card, credit card, or bank transfer before we dispatch the Products unless we have agreed in writing to allow you to pay after the Products are dispatched and in which case, you must pay us in accordance with the payment terms agreed on your account. For the avoidance of doubt, we do not accept payment for the Products by electronic money.

(D) Marketing

1.13 You will ensure that all marketing literature or communications to be used in relation to the 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 and ordering

1.14 The parties may agree to the provision of the Products either as part of a one-off purchase or an ongoing purchase commitment.

1.15 In the case of a one-off Order, you can place such Order by signing the Order Form and returning it to us. Your signed Order Form is a binding offer by you to buy the Products subject to these terms. If you choose to order Products through any of our websites, then you will be deemed to have signed the Order Form by ticking the box on that website confirming that you have read and accepted our terms and conditions. Our acceptance of your offer will take place when we send you an email to accept to deliver the Products in the Order Form to the addresses provided by you, at which point the Contract will come into existence between us.

1.16 In the case of an ongoing purchase commitment, (i) you must sign a contract form and return it to us. Your signed contract form is an offer by you to buy the Products subject to these terms. Our acceptance of your offer will take place when we send you an email to accept it, at which point the Contract will come into existence between us; (ii) You may place an Order by completing an Order Form template which we have provided to you, signing that Order Form and returning it to us. Your signed Order Form is a binding offer by you to buy the Products subject to these terms.

1.17 We shall be free to accept or decline to deliver the Products in any Order Form to you at our absolute discretion.

1.18 If we are unable to accept to deliver the Products to you for any reason we will inform you of this in writing.

1.19 Orders can only be cancelled prior to commencement of despatch on the day the Order Form is submitted. To ascertain whether cancellation is possible, please email us at GCSorders@bhnetwork.com or call us on 0344 381 5046.

(F) Sub-contractors

1.20 As of the Effective Date, we use the following sub-contractors in the provision of the Products supplied under this Contract:

SUB-CONTRACTOR LOCATION PURPOSE OF SUB-CONTRACTING Details of access to personal data Reason for access to personal data
Integrity Print Limited (trading as Orion Security Print) UK Product fulfilment Names, email addresses, phone number, and postal addresses Required to have access of details to process orders
GVS Gift Voucher Shop DAC Ireland Product fulfilment Names, email addresses, phone number, and postal addresses Required to have access of details to process orders
GVS Gift Voucher Shop Limited UK Product fulfilment Names, email addresses, phone number, and postal addresses Required to have access of details to process orders
Monsoon Consulting Ukraine, Ireland, UK Magento Developers Names, email addresses, phone number, and postal addresses Database access required for support
Client Solutions Republic of Ireland, Poland SOP Developers Names, email addresses, phone number, and postal addresses Database access required for support
Nitecrest Limited UK Physical Card Manufacture and distribution services Names, email addresses, phone number, and postal addresses Required to have access of details to process orders
Intercard Limited UK Physical Card Manufacture and distribution services Names, email addresses, phone number, and postal addresses Required to have access of details to process orders
SunGard AS Republic of Ireland Data hosting services Names, email addresses, phone number, and postal addresses Required to have access of details to process orders
Rigney Dolphin Republic of Ireland UK & Republic of Ireland customer service support function Names, email addresses, phone number, and postal addresses Required to have access of details to process orders
Capita PLC UK Customer screening Names, email addresses and postal addresses Access to information to perform KYC checks
IDV Group Limited UK (Client Employer) Document verification service Names, email addresses and postal addresses Access to information to perform KYC checks
Credit Card Systems Ireland Limited Ireland Order processing Names, email addresses and postal addresses Required to have access of details to process orders
Blackhawk Support Services (El Salvador) Ltda. De C.V (a wholly owned subsidiary of Blackhawk Network Inc.) El Salvador Customer service centre Names, email addresses, phone number, and postal addresses Database access required for support
Blackhawk Network (India) Private Limited (a wholly owned subsidiary of Blackhawk Network Inc.) India Software development and maintenance Names, email addresses, phone number, and postal addresses Database access required for support
Fidelity National Information Services (FIS) UK Payment Card Processor Cardholder name and card number  

(G) Due Diligence

1.21 You will provide us 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).

1.22 If you are required to provide further information pursuant to clause 1.21 but have failed to do so then we may, at our entire discretion, reject your Order, refuse to dispatch the Products and/or terminate this Agreement.

1.23 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 Product(s) on your behalf 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. Hawk Incentives 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 (including the obligation to make payment for the same) for any Orders which are made 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.

Breach of this clause 1.23 shall constitute a material breach of this Agreement that is incapable of remedy and shall entitle us to terminate the contract immediately under clause 9.1.1.

1.24 Each Party agrees that upon having actual knowledge of any loss, theft, damage, unauthorised or fraudulent activity in relation to the ordering of the Products to notify the other Party and provide all relevant information in respect of the same.

2. Fees and payment

2.1 In consideration for the supply of the Products you agree to pay the charges detailed in the Order Form ("Charges") plus postage costs: (i) at the rates specified in the basket if you are ordering online; or (ii) at the rates specified on our invoice or proforma if ordering manually.

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) suspend the performance of our obligations under this Contract.

2.5 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 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; 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 Products stated on the contract form (if any) and/or the Order Form(s) is complete, accurate and true.

3.2 You will a) co-operate with us in all matters related to the Products 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 We will ensure that the Products are properly packed and secured in a manner to enable them to reach their destination in good condition.

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

3.5 Client shall indemnify and keep indemnified Hawk Incentives and its Affiliates and service providers from and against all costs, claims, demands, liabilities, expenses, damages or losses they suffer or incur to the extent that the same arise out of or are related to your breach of clause 1.11.

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 Hawk Incentives IPR and the Products shall remain the sole property of Hawk Incentives or such other party as may be identified therein or thereon and Client shall not at any time dispute such ownership.

7.3 Client grants Hawk Incentives 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.

7.4 Client shall indemnify and keep indemnified Hawk Incentives 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 Hawk Incentives.

8. Data Protection

8.1 In this clause 8, “Data Protection Laws” means all applicable laws that relate to data protection, privacy, the use of information relating to individuals, and/or the information rights of individuals and all laws implementing them, in each case as may be replaced, extended or amended, including, without limitation, the General Data Protection Regulation (EU) 2016/679, 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 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 as well as all applicable codes of practice, policies, measures or publications of the Information Commissioner's Office, other relevant regulator, and/or relevant industry body or Supervisory Authority, in each case in any relevant jurisdiction(s); "Process/Processing", "Data Subject", "Personal Data", “Data Controller”, “Data Processor” and "Personal Data Breach" shall have the same meaning as in the Data Protection Laws; “EEA” means the European Economic Area; “Member State” means a member state of the EU.

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 In so far as Hawk Incentives Processes any Personal Data on behalf of Client, Hawk Incentives shall:

8.4.1 not Process the Personal Data or disclose or permit the disclosure of the Personal Data to any third party other than in accordance with Client’s documented instructions (whether in this Contract or otherwise) unless Processing is required by EU or Member State law to which Hawk Incentives is subject or English law, in which case Hawk Incentives shall, to the extent permitted by such law, inform Client of that legal requirement before Processing that Personal Data;

8.4.2 not authorise any sub-contractor to Process the Personal Data ("sub-processor") other than with the prior written consent of Client (which is deemed given by Client issuance of the Order Form to permit Hawk Incentives use of the sub-processors specified at clause 1.20 above provided that in the case of each approved sub-processor, Hawk Incentives shall include terms in the contract between itself and each sub-processor which are equivalent to those set out in this clause 8 and remain fully liable to Client for any failure by each sub-processor to fulfil its obligations in relation to the Processing of any Personal Data. Hawk Incentives will notify Client of changes to such list through publication of a new list in a revised version of these terms and conditions appearing on Hawk Incentives’ website. Client’s continued purchase of Products after such publication will be deemed to be Client’s acceptance of the changes to Hawk Incentives’ sub-contractors;

8.4.3 taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organisational measures to ensure a level of security to protect against unauthorised or unlawful Processing of the Personal Data or accidental damage to, or loss or destruction of, it appropriate to the risk and shall take all measures required pursuant to the Data Protection Laws. Accordingly, Hawk Incentives shall not be required to complete any questionnaires or similar submitted by Client in relation to information and/or data security;

8.4.4 take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to the Personal Data, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality;

8.4.5 promptly notify Client if it receives a request from a Data Subject under any Data Protection Laws in respect of the Personal Data, including requests by a Data Subject to exercise rights under Chapter III of GDPR unless Hawk Incentives is legally prevented from doing so;

8.4.6 reasonably co-operate, upon Client’s written request and at Client’s cost, to enable Client to comply with the exercise of such rights by a Data Subject and/or to comply with any assessment, enquiry, notice or investigation under any Data Protection Laws in respect of the Personal Data or this Contract;

8.4.7 in accordance with Article 33 of the GDPR, notify Client without undue delay upon becoming aware of a Personal Data Breach providing Client with sufficient information which allows it to meet any obligations to report a Personal Data Breach under the Data Protection Laws;

8.4.8 co-operate with Client and take such reasonable commercial steps as are directed by Client to assist in the investigation, mitigation and remediation of each Personal Data Breach

8.4.9 in the event of a Personal Data Breach, Hawk Incentives shall not inform any third party without first obtaining Client’s prior written consent, unless notification is required by English law, EU or Member State law to which Hawk Incentives is subject;

8.4.10 make available to the Data Controller such information as is reasonably necessary to demonstrate compliance with its obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by the Data Controller or another auditor mandated by the Data Controller;

8.4.11 not (and shall procure that its sub-processors shall not) under any circumstances transfer Data outside the EEA unless authorised in writing by Client to do so which consent is hereby provided by the Client to the transfer of Personal Data by Hawk Incentives to the sub-processors identified at clause 1.20 who are located outside the EEA, for processing outside the EEA and provided always that Hawk Incentives has first ensured that the following conditions are fulfilled: (a) the Client or Hawk Incentives has provided appropriate safeguards in relation to the transfer; (b) the Data Subject has enforceable rights and effective legal remedies; (c) Hawk Incentives complies with its obligations under the Data Protection Laws by providing an adequate level of protection to any Personal Data that is transferred; and (d) Hawk Incentives complies with reasonable instructions notified to it in advance by the Client with respect to the processing of Personal Data.

8.5 Subject to the requirements of any applicable exit plan, Hawk Incentives shall cease Processing, as soon as reasonably practicable, upon the termination or expiry of this Contract (or, if sooner, the Services to which it relates) and as soon as possible thereafter, at Client’s election, either return, or securely wipe from its systems, the Personal Data and any copies of it or of the information it contains.

8.6 Client warrants that it has (and, at all times during the period this Contract is in force, it will have) the requisite rights, authority and consents to disclose any Personal Data to Hawk Incentives for the purpose of the performance of this Contract and that use by Hawk Incentives of such Personal Data to provide the Services hereunder in accordance with the Contract and the instructions of Client will not infringe the rights of any third party.

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 within 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, Hawk Incentives 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 Hawk Incentives 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 Products due to any circumstances beyond its reasonable control ("Force Majeure Event"), provided that the affected party informs the other 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 60 days, either party may give notice in writing to the other of not less than 60 days to terminate this Contract.

10.3 To the extent that Hawk Incentives continues to provide the Products during a Force Majeure Event, Client shall pay the Charges to Hawk Incentives in accordance with the provisions of this Contract.

11. General

11.1 If there is an inconsistency between any of the provisions in (i) these terms and conditions, (ii) the contract form and (iii) the Order Form(s), a provision contained in a document lower in the list shall have priority over one contained in a document higher in the list.

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

11.3 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 Order Form (or at such other address as the party has previously notified the other in writing as its address for services) and in relation to Hawk Incentives 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.

11.4 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.

11.5 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 Hawk Incentives.

11.6 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 11.6. Hawk Incentives 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 Hawk Incentives within 30 days of such change becoming effective. Your continued purchase of the Products after the change becomes effective will mean that you have agreed to the new terms and conditions.

11.7 These terms and conditions, the contract form (if any) and the Order Form(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 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.

11.8 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.

11.9 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 entity that directly or indirectly controls, is controlled by, or is under common control with another entity. “Control” of an entity means: (a) where applicable, ownership directly of more than fifty percent (50%) of the voting power to elect directors thereof; or otherwise (b) the power to direct the management of such entity.

Applicable Law means all applicable laws, regulations, regulatory requirements and codes of practice of any relevant jurisdiction, as amended and in force from time to 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).

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

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 a contract formed under section (E) above for the supply of Products subject to these terms and conditions (as may be updated by Hawk Incentives from time to time pursuant to clause 11.6), incorporating the contract form (if any) and the Order Form(s).

Contract Duration means the period starting on the Effective Date and continuing until either when we have delivered the Products, in the case of a one-off order, or the expiry of the Term set out in the Contract form, in the case of an ongoing purchase commitment.

E-money Regulations mean The Electronic Money Regulations 2011 (SI 2011/99) as amended, extended or re-enacted from time to time.

Effective Date means the date on which we email you the acceptance referred to in clause 1.15 or 1.16(i) (as applicable).

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.

Member State means a member state of the European Union.

Order Form means either (i) where the Client ordering online through one of our websites, the onscreen page detailing the Products ordered (for example, the ‘My Basket’ webpage), or (ii) in all other cases, the form which details the Products ordered and is signed by the Client.

Order means the Client’s order for the Products as set out in the Order Form.

Product(s) means eGifts, gift cards or vouchers.

Product Recipient means your employee or customer to whom you issued the Products as part of your employee or customer incentives programme.

Regulated Products means a Product that we make available for purchase which is electronic money pursuant to the E-money Regulations.

Technology System means the information technology system developed by Hawk Incentives or any of Hawk Incentives’ Affiliate to deliver the Products or related services (including but not limited to its technology platforms, database systems, software, applications, tools, processes and related source codes).