Terms and conditions

Hawk Marketplace Standard Terms (21022023)

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, the Products or associated Services please contact your account manager.

Defined terms are as set out in this Contract.

1. Services

(A) Service description and specific obligations

1.1 We will provide you with the services, as further described in this Contract (“Services”) which consists of access to our Hawk Marketplace content platform (“Hawk Marketplace”) where your Users (as defined below) can browse and order eGifts, physical gift cards and prepaid cards (“Gift Cards”) (together “Products”) via the Hawk Marketplace application programme interface (“API”) and/or the Hawk Marketplace Self Ordering Portal (“Portal”) for issuance to you or your nominated third party(ies) (“Cardholder(s)”).  

1.2 You are solely responsible for management of Cardholder queries.  Where such queries relate to Products not received within the timeframe set out in the Contract, you should contact your account manager or other designated contact for a resolution for you to pass back to the Cardholder.  For the avoidance of doubt, we will not provide any support directly to Cardholders.

1.3 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.

1.4 You will ensure that your website or platform as appropriate integrates with our API using our standardised data exchange process as notified to you upon acceptance by us of your application form and we will provide you with reasonable assistance and technical support in setting up the API integration.  Following certification of your set up on Hawk Marketplace we will provide you with access to an account manager who will provide ongoing support for your programme.

1.5 You are solely responsible for calling the API in your environment in accordance with the specifications provided by us.  No rights or licenses are granted except as expressly set forth herein.  You will not (and will not allow any third party to) use our APIs in connection with any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to UK or European embargo, unsolicited mass distribution of email (“spam”), multilevel marketing proposals, hate materials, hacking/surveillance/interception/descrambling equipment, libelous, defamatory, obscene, abusive or otherwise offensive content, stolen products or items used for theft, or other illegal purposes.  Except as expressly authorized under the Contract, you may not (and will not allow any third party to) (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile, modify, alter or otherwise attempt to copy, access or create any source code which is included in or derived from our APIs or Hawk Marketplace, (ii) interfere with or disrupt the integrity or performance of, or attempt to gain unauthorized access to, our APIs, Hawk Marketplace or its related systems or networks or (iii) otherwise use our APIs or Hawk Marketplace on behalf of any third party.

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

1.7 In the event that we intend to materially modify, add to or replace Hawk Marketplace and/or the API, we will provide you with advanced written notice of such change wherever reasonably possible.  The Parties will cooperate and provide reasonable assistance to each other to test, resolve any issues and ensure the interoperability of Hawk Marketplace and your API connection to it.

1.8 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 you 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 employees, agents or sub-contractors. You shall be responsible for all use of Hawk Marketplace by your employees, agents or sub-contractors and the obligation to make payment for any Orders which are made by your employees, agents or sub-contractors 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.

1.9 We may suspend Your right and license to use Hawk Marketplace (or any portion of the it, including suspension of activations and provision of Product) for cause immediately upon written notice (email is sufficient notice) to you, if:  (i) we determine that your use of Hawk Marketplace poses a security or service risk to us; (ii) we determine that you have failed to comply with Applicable Law or Product terms and conditions, (iii) you are in material breach of your contractual obligations to us, (iv) we determine there is evidence of fraud with respect to an Order placed via Hawk Marketplace; or (v) you use Hawk Marketplace other than as expressly permitted in this Contract.

1.10 Each party agrees that upon having actual knowledge of any loss, theft, damage, unauthorised or fraudulent activity in relation to the use of the Hawk Marketplace to notify the other Party and provide all relevant information in relation to the same.  Subject to Applicable Law, you agree to comply with all reasonable requests made by us to investigate, prevent and recover sums due relating to any actual or suspected loss, fraud or improper use of the Products and/or Services.

1.11 You agree to indemnify us in full, on demand, against any and all losses that we may incur or be subject 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 Clauses 1.5 and/or 1.8 to 1.10 inclusive.

(B) Product orders

1.12 Your User(s) can place an order for Product(s) via: (1) the Hawk Marketplace Portal; and (2) the API (each an “Order”) and that Product will then be delivered directly by us to you or your nominated Cardholders after receipt of payment from you of the Charges due for the Product and associated Services.  You acknowledge that our delivery obligations are contingent upon you providing all necessary information in the Order at the time of placement.

1.3 Your authorised contact (as detailed in the application form) may appoint members of your staff as users of the Portal with limited user rights (“Users”) and/or also appoint administration users (“Admin Users”).  Admin Users have extensive rights over access to and use of the Hawk Marketplace Portal’s enhanced functionality, including the ability to onboard further Users including further Admin Users, remove Users and Admin Users and specify user permissions.   Each individual authorised by You to place an Order via the Portal will access the Portal via credentials unique to that User.  You acknowledge and agree that You are fully responsible for all Orders placed through the Portal using credentials registered to You until such time as You notify us in writing that any User is no longer authorised to place Orders on Your behalf and we have acknowledged such notification.  We shall not be liable for and shall not be obligated to cancel or correct any Order made through credentials registered to a User, except to the extent of any fraud, act or omission by us or our employees or agents.

1.14 Products will be delivered directly to you in bulk to a single location for onward distribution or directly to the Cardholder.  We will use reasonable endeavours to dispatch the Products which are e-Gifts within one (1) Business Day of receiving payment from you for those Products; and 2) for Products which are Gift Cards within three (3) Business Days of receiving payment from you for those Products.  

1.15 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 Cardholders 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.

1.16 The terms of the Cardholder’s use of the Products provided under this Contract will be governed by the terms and conditions established by the relevant card issuer or product retailer (“Retailer”) as applicable. These do not form part of this Contract.

1.17 Ownership of the Products purchased shall transfer to You or Cardholder, as appropriate, at the point we receive payment in full in respect of that Product. Risk in the Product shall pass to You or the Cardholder, as appropriate, at the point of delivery to the nominated address in the case of a Gift Card commencement of download in the case of an e-gift.

1.18 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 Cardholder for Products which not been redeemed by the expiry of the specified validity period.

1.19 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.

1.20 You warrant that you will not offer the Product for resale to consumers.  In addition, you warrant and represent that the Product shall only be used pursuant to a bona fide, awards, rewards, loyalty, incentive, rebate or promotional programme which, for the avoidance of doubt may be provided by you for your corporate clients closed user groups.

1.21 We, the Issuer or the Network may require you to provide certain information to identify: (i) the intended use of the Products; (ii) your identity; and (iii) the identity of your owners.  Such information may be used to comply with applicable anti-money laundering laws and to confirm that the Cardholder agreement with the Retailer or Issuer as appropriate will comply with Applicable Law.  You represent and warrant that any such information provided to us is true and accurate and shall remain true and accurate prior to the placement of any Orders.  

1.22 You acknowledge and agree that the design of any Product and use of Products may be subject to the approval of Visa or Mastercard as applicable (“Network”) and the issuing bank with whom the accounts associated with the Cards are held or Retailer issuer (“Issuer”).  You acknowledge that such approval may be withdrawn by the Network or Issuer at any time.  In addition, should we determine in our sole discretion that any such use is likely to result in a withdrawal of approval by the Network or Issuer, or is likely to result in economic or reputational damage to the Network, the Issuer or BHN based upon the actual or intended use of the Products or circumstances in which the Products are made available, then BHN may cease or suspend issuance of the Products and/or require you to cease or suspend Products held by you in any inventory.  

1.23 The Issuer may impose a limit on the total active balance any Cardholder may control, BHN reserves the right to monitor such balances and may, but shall not be required to, block access to funds if the combined balance of all Products controlled by a single Cardholder exceeds the limit set by the Issuer.

(C) Contracting with Us

1.24 We will issue an application form for the Services based on the information that you provide.  You can request the Services from us by signing the application form and returning it to us.  Your signed application 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 agree to provide you with the Services, at which point the Contract will come into existence between us. If we are unable to agree to provide you with the Services or accept any Order placed by you for any reason we will inform you of this in writing (which can be via email).

(D) Marketing

1.25 You will ensure that all marketing literature or communications to be used in relation to Hawk Marketplace and/or the Product is approved by us in writing prior to use.  You acknowledge that we may need to obtain approval from third party Retailers, the Network or the Issuer and as such, we are unable to commit to timeframe for reviewing such literature and communications.

2. Charges, Payment Method and Payment 

2.1 In consideration for the supply of the Products and associated 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 below or in the application 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 We reserve our 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.

2.8 Where your agreed payment method is by Float:

2.8.1 We will agree with you an amount which you will pay to us in advance which will be available for us to take payment from for fees due for the Orders for Products placed by the Users (“Float”).  Upon acceptance of an Order for Products we will issue an invoice to you and automatically deduct the fees due for the Products you have ordered from the Float.  When the amount of available funds in the Float drops below a threshold established by agreement between the parties Hawk Marketplace will submit an automated payment request to you and you will submit funds in an amount sufficient to bring the balance of the Float back up to the agreed amount.  

2.8.2 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 due.  You acknowledge that no interest is payable in respect of the funds in the Float.

2.8.3 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.

2.9 Where your agreed payment method is prepay you shall prepay the amounts, which are non-refundable and non-returnable, set forth in the Order and any associated Charges as detailed in the Contract at the time of placement of the Order.

2.10    Where your agreed payment method is post pay you will pay all invoices by bank transfer and do so within fourteen (14) calendar days of the date of the relevant invoice unless stated otherwise on the invoice.

2.11 You acknowledge and agree that where your agreed payment method is via Float or prepayment we will not be required to process or release Products until the corresponding funds are prepaid or forwarded and made available to us in the Float, as applicable. 

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 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.

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 the lesser of (i) the total value of Orders processed in the twelve (12) months preceding the event or occurrence giving rise to the liability or (ii) 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, non-sublicensable 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: (i) a UK tax evasion facilitation offence under section 45(5) of the Criminal Finances Act 2017; or (ii) 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: (i) 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; (ii) carry out periodic assessments of the risk of one or more of it and its associated persons committing a Facilitation Offence; and (iii) 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 application form, the provisions in these Terms 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 BHN 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 application 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, counter offer 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.

Defined Terms

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.

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

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.

Business Days

Client Materials mean all information, materials (including but not limited to logos, branding, and trademarks) and data provided to BHN 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 these terms and conditions (as may be updated by BHN from time to time pursuant to clause 12.6) and the application form signed by Client and accepted by BHN.

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 application form.

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.

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.

Effective Date means the date on which we email you the acceptance referred to in clause 1.23.

Intellectual Property Rights mean all patents, rights to inventions, utility models, copyright and related rights, trademarks, 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 BHN or any of BHN’s Affiliate to deliver the Deliverables or Services (including but not limited to Hawk Marketplace and the API, 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).

 

 

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

The Vendor 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 Products and associated 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	Masked Card Data (last 4 digits etc.)

 

 

 

 

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