Terms and Conditions

Definitions

a) “Agreement” means the agreement between the Customer and Perks Direct for the supply of the Services on the terms set out on the Subscriber Agreement and these Conditions.

b) “Billing Period(s)” means each Month, Quarter or Year (as set out on the Subscriber Agreement and/or Order Confirmation) commencing on the Launch Date in respect of which Perks Direct issues invoices for Charges under this Agreement.

c) “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

d) “Charges” means the Subscription Charges and/or the Customisation Charges (if applicable) payable by the Customer for the supply of the Services by Perks Direct, as set out on the Subscriber Agreement.

e) “Commencement Date” means the date when the Order is accepted by Perks Direct, which shall be the date when Perks Direct issues a written or electronic confirmation of its acceptance of the Order (“Order Confirmation”), at which point the Agreement shall come into existence.

f) “Conditions” means these terms and conditions, including any annexes.

g) “Customer” means the person or organisation named as such on the Subscriber Agreement.

h) “Customer Materials” means all materials, images and data, including, but not limited to, Customer Logo, supplied by the Customer to Perks Direct in connection with this Agreement (if any).

i) “Customer Site” means the web pages on the Perks Direct Platform provided by Perks Direct under this Agreement and through which the Users can access the Perks Direct Platform, as may be Customised by Perks Direct in accordance with the requirements set out on the Subscriber Agreement, if any. 

j) “Customisation” means any changes to the Service requested by the Customer, as set out on the Subscriber Agreement, and “Customised” shall be interpreted accordingly.

k) “Customisation Charges” means the Charges payable in respect of any Customisation requested by the Customer (if such option is available for the Service selected by the Customer), in the amount(s) set out on the Subscriber Agreement.

l) “Employee” means all staff, contractors, employees, pensioners, workers and freelancers to whom the Customer wishes to promote the Service.

m) “User(s)” means any Employee of the Customer who has applied for and been granted access to the Service.

n) “User Data” means personal data entered by a User at the time of registration to gain access to the Service.

o) “User Licence” means the individual User account on the Perks Direct Platform, associated with an individual user email account, and which is subject to the User Perks Direct Terms and Conditions.

p) “User Perks Direct Terms and Conditions” means the terms and conditions of use of the Perks Direct Platform by the Users as published on the Perks Direct Platform, including any policies, such as privacy policy and/or acceptable use policy, applicable to the use of the Perks Direct Platform by the Users.

q) “First Payment Date” means the date when the First Payment Amount shall become payable, as specified on the Subscriber Agreement and/or Order Confirmation. If no such date is specified on the Subscriber Agreement and/or Order Confirmation, the First Payment Date shall be the earlier of the Launch Date or 30 days after the Commencement Date (whether or not the Launch Date has occurred).

r) “Initial Term” means the period specified as such on the Subscriber Agreement.

s) “Intellectual Property Rights” means patents, rights to apply for patents, trademarks, trade names, service marks, domain names, copyrights and all applications and registration of such worldwide, schematics, industrial models, inventions, know-how, trade secrets, computer software programs, and other intangible proprietary information.

t) “Invoice Payment Terms” means the period of time after the date an invoice is issued by Perks Direct, when such invoice becomes due and payable, as set out on the Subscriber Agreement. If no such date is specified on the Subscriber Agreement and/or Order Confirmation, Perks Direct invoices shall be payable within 14 days from the date of an invoice.

u) “Launch Date” means the date specified as such on the Subscriber Agreement, or as otherwise agreed between the parties in writing, when the Service becomes available for access and use by the Users.

v)“Month” means calendar month.

w) “Order” means, the Customer’s request for the provision of the Services by Perks Direct, made by: (i) accepting these Conditions online and completing a direct debit mandate; or (ii) submitting to Perks Direct a Subscriber Agreement signed by an authorised representative of the Customer.

x) “Subscriber Agreement” means a confirmation in writing setting out the details of the Customer, the Service and any Customisation options selected by the Customer (if applicable), and certain other terms of the Agreement.

y) “Perks Direct” is a trading name of Benefits Direct Limited, a company incorporated in England and Wales with registered company number 12498610 whose registered office address is at 81 Joel Street, Northwood Hills, HA6 1LL.

z) “Perks Direct IPRs” means all Intellectual Property Rights subsisting in the Perks Direct Platform and the Service, excluding any Customer Materials incorporated in them.

aa) “Perks Direct Platform” means www.perksdirect.co.uk website and any other website, sub-domain and/or mobile application used by Perks Direct from time to time to deliver the Service to the Customer and/or the Users.

bb) “Quarter” means a period of three consecutive Months.

cc) “Service” means the on-line benefits website and associated technology known as ‘Benefit Hub’ provided by Perks Direct pursuant to this Agreement.

dd) “Site(s)” means the locations specified on the Subscriber Agreement and/or Order Confirmation, if any.

ee) “Supplier(s)” means any supplier(s) procured by Perks Direct to offer products and services to Users via the Perks Direct Platform.

ff) “Supplier Terms and Conditions” means the applicable terms and conditions subject to which the relevant Supplier is offering goods and/or services to the Users (if applicable).

gg) “Year” means a period of 12 consecutive Months.

1.Definition

a) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

b) For purposes of this Agreement, the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; the word “or” is not exclusive; and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole.

c) A reference to writing or written includes email.

2.Basis of Agreement

a)These Conditions apply to the Agreement between the Customer and Perks Direct to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

b)Submission of an Order constitutes an offer by the Customer to receive the Services from Perks Direct in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.

c)Any quotation for the Services given by Perks Direct shall not constitute an offer. A quotation shall only be valid for a period of 14 Business Days from its date of issue.

d)The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with this Agreement.

e)Any demos, drawings, descriptive matter or advertising produced by Perks Direct are produced for the sole purpose of giving an approximate idea of the Deals and functionalities of the Perks Direct Platform. They shall not form part of the Agreement nor have any contractual force.

3.Term

a)This Agreement comes into force on the Commencement Date, or first payment received date for a minimum term of 24 months and shall remain in effect until terminated in accordance with section (c) below.

b)The client can terminate their contract anytime, providing they pay the outstanding pro-rata term in total, including VAT, within 14 days of notice.

c)Either party may elect not to renew this agreement by providing notice to the other party at least 30 days before the end of the Term.

d)For the avoidance of doubt, section (b) also applies to 3 and 5-year contracts.

4.Supply of services

a)Perks Direct shall supply the Services to the Customer from the Commencement Date in accordance with this Agreement.

b)Perks Direct shall:

i. provide the Services in accordance with this Agreement in all material respects;

ii. enter into arrangements with retailers and service providers (‘Retail Partners’) whereby the Retail Partner’s product, brand, service or website may be advertised through our technology at a special rate for Users of the Services;

iii. negotiate deals with Retail Partners;

iv. make sure that the special offers available from Retail Partners can be accessed online, on the telephone or via the purchase in advance of discounted high street shopping vouchers, or any one or combination of these;

v. perform the Services with reasonable care and skill;

vi. grant benefits in terms of discounts, special prices, cashbacks, additional products, gifts, offers or any combination of these to Users who complete an online transaction;

vii. use reasonable endeavours to procure an attractive selection of goods and services of reputable Suppliers;

viii. comply with all applicable laws, statutes, regulations and codes from time to time in force, provided that Perks Direct shall not be liable under this Agreement if, as a result of such compliance, it is in breach of any of its obligations under this Agreement.

c)Perks Direct shall use reasonable endeavours to meet any performance dates specified on the Subscriber Agreement and/or Order Confirmation (including any Launch Date), but any such dates shall be estimates only and time shall not be of the essence of the Agreement.

d)Perks Direct shall have the right to make any changes to the Services from time to time: to reflect changes in the Suppliers, their offering and/or their conditions of supply to Perks Direct: (i) to address its customers’ or the Users’ needs; (ii) to comply with any applicable law or regulations; and/or (iii) changes that do not materially affect the nature or quality of the Services.

e)The Deals are provided on an “as is basis” and Perks Direct makes no warranty or representation as to the availability of any specific Deals and/or Suppliers. Perks Direct shall use reasonable endeavours to ensure that the number of Deals available is commensurate with the applicable description of the Service, as amended by any Customisation (if applicable).

f)Perks Direct makes no warranty or representation as to the quality or suitability of any Deals and/or any Suppliers, and does not provide any advice to the Customer and/or the Users in respect of the quality or suitability of any Deals and/or Suppliers available on the Perks Direct Platform.

g)If the Customer selects the Service and intends to offer it to its non-employees personnel (including, but not limited to, consultants and contractors), the Customer acknowledges and agrees that:

i.it shall be solely responsible for notifying Perks Direct about its intention to extend the offering to such personnel;

ii. Perks Direct shall use reasonable endeavours to remove any Deals from the Customer Site that are employee-specific and are not suitable and/or appropriate to other categories of personnel, as notified by the Customer; and

5.Customer’s obligations

a)The Customer shall:

i.co-operate with Perks Direct in all matters relating to the Services;

ii. comply with all applicable laws, statutes, regulations and codes from time to time in force in connection with this Agreement;

iii. provide to Perks Direct the User Data and the Customer Materials required for the provision of the Services in a timely manner and in the format reasonably required by Perks Direct;

iv. provide, in a timely manner, such information as Perks Direct may reasonably require, and ensure that it is up-to-date, complete and accurate in all material respects;

v. use reasonable endeavours to ensure that the Users are aware of the User Perks Direct Terms and Conditions and procure that the Users comply with them. The Customer acknowledges and agrees that in the event of a material breach and/or persistent breaches of the User Perks Direct Terms and Conditions by the Users, Perks Direct shall have the right, at its sole discretion, to suspend access to the Perks Direct Platform for any such Users or suspend the provision of the Services under this Agreement;

vi. use reasonable endeavours to procure that the Users do not re-sell or otherwise pass on the Deals to third parties and/or allow third parties unauthorised access to the Customer Site;

vii. notify Perks Direct as soon as reasonably practicable of any material changes in: (i) the User Data relevant to the provision of the Services; and/or (ii) the number of active Users; and/or the anticipated volumes of Users; and

viii. use its reasonable endeavours to promote Perks Direct Platform to the Users (at no charge to Perks Direct) and shall provide such advertising and publicity as may be expected to bring the Perks Direct Platform to the attention of the Users, provided that the use of any promotional and advertising material featuring specific information about the Deals and/or the Suppliers shall require prior written approval by Perks Direct.

b)The Customer acknowledges and agrees that it shall not re-sell access to the Perks Direct Platform to any Users and/or other third parties without prior written consent from Perks Direct and provided that Perks Direct agrees to such sale(s), the Customer shall comply with any reasonable instructions and restrictions imposed by Perks Direct. 

c)The Customer acknowledges and agrees that the User Perks Direct Terms and Conditions shall govern the relationship between Perks Direct and the Users and that any Supplier Terms and Conditions shall apply to any contractual relationships created as a result of purchase or redemption of any Deal by the Users via the Perks Direct Platform.

d)If Perks Direct’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Perks Direct shall:

i. not be liable for any costs, charges or losses sustained or incurred by the Customer and/or Users that arise directly or indirectly from such prevention or delay;

ii.be entitled to payment of the Charges despite any such prevention or delay; and

iii.be entitled to recover any additional costs, charges or losses Perks Direct sustains or incurs that arise directly or indirectly from such prevention or delay.

6.Intellectual property

a)Except for rights expressly granted under this agreement, nothing in this agreement will function to transfer any of either party’s Intellectual Property rights to the other party, and each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement.

b)Perks Direct and its licensors shall retain ownership of all Perks Direct IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.

c)The Customer grants Perks Direct a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of this Agreement for the purpose of providing the Services to the Customer in accordance with this Agreement.

d)Perks Direct shall indemnify the Customer against all liabilities, costs, expenses, damages and losses suffered or incurred by the Customer arising out of or in connection with any claim made against the Customer for actual or alleged infringement of a third party’s UK Intellectual Property Rights arising out of or in connection with, the receipt or use of the Services by the Customer and/or Users.

e)The Customer shall indemnify Perks Direct against all liabilities, costs, expenses, damages and losses suffered or incurred by Perks Direct arising out of or in connection with any claim made against Perks Direct for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with, the receipt or use of the Customer Materials by Perks Direct.

f)The indemnities in clauses 6 c) and 6 d) shall not cover the indemnified party to the extent that a claim under it is a result of that party’s negligence or wilful misconduct.

g)Liability under clauses 6 c) and 6 d) is conditional on the indemnified party discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim, against the indemnified party which may reasonably be considered likely to give rise to a liability under the indemnity in clause 6 c) and 6 d) (as applicable) (a “Claim”), the indemnified party shall:

i.as soon as reasonably practicable, give written notice of the claim to the other party, specifying the nature of the Claim in reasonable detail;

ii. not make any admission of liability, agreement or compromise in relation to the Claim without prior written consent of the other party (such consent not to be unreasonably conditioned, withheld or delayed);

iii. give the other party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant asset, accounts, documents and records within the power or control of the indemnified party, so as to enable the other party and its professional advisers to examine them and to take copies (at the other party’s expense) for the purpose of assessing the Claim; and

iv. subject to the other party providing security to the indemnified party to the indemnified party’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the other party may reasonably request to avoid, dispute, compromise or defend the Claim.

7.Charges and payment

a)In consideration for the provision of the Services, the Customer shall pay Perks Direct the Charges in accordance with this clause 7.

b)Unless otherwise specified on the Subscriber Agreement and/or Order Confirmation, all amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Perks Direct at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

c)Perks Direct shall submit invoices for the Charges (plus VAT if applicable) to the Customer by email, to an email address provided by the Customer from time to time. The Customer shall notify Perks Direct as soon as reasonably practicable to admin@perksdirect.co.uk of any changes to the email address where Perks Direct should submit its invoices.

d)Each invoice shall include all reasonable supporting information required by the Customer and shall provide the total Charges payable in respect of all Sites (if applicable) for the relevant Billing Period, and the number of User Licences in respect of which the Subscription Charges are being rendered. 

e)Subscription Charges shall be based on the number of User Licences at the end of the preceding Billing Period, and in case of the first Billing Period, they will be based on the Minimum Licences Commitment.

f)In the event the number of User Licences at any point during a Billing Period exceeds the number of User Licences based on which the invoice in respect of such Billing Period was rendered, Perks Direct may, at its sole discretion, include Subscription Charges in respect of such additional User Licences in any subsequent invoice, or issue a supplementary invoice in respect of such Billing Period. 

g)If the Customer fails to make any payment due to Perks Direct under this Agreement by the due date for payment, then, without limiting Perks Direct’s remedies under clause 10:

i. the Customer shall pay interest on the overdue amount at the rate of 6% per annum above Barclays Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount; and

ii. Perks Direct may suspend or reduce the Services until payment has been made in full. In the event of suspension or reduction of the Services under this clause, Perks Direct reserves the right to notify the Users of such suspension or reduction.

h)All amounts due under this Agreement shall be paid by the Customer to Perks Direct in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

i)Perks Direct reserves the right to increase the Charges with effect from the first day of any future Billing Period falling after the Initial Term (“Increase Date”), by giving the Customer not less than 60 days’ notice in writing prior to such Increase Date and specifying the Billing Period from which such increase shall take effect. If the Customer does not accept such increase in Charges, the Customer has the right to terminate this Agreement by giving Perks Direct at least 30 days’ notice prior to the Increase Date, such notice to expire not earlier than at the end of the Billing Period immediately preceding the Increase Date. For the avoidance of doubt, no refunds or adjustment of Charges payable shall be due to the Customer for any Charges paid (or payable) prior to the date of termination of this Agreement under this clause.

8.Data protection

a)Perks Direct acknowledges that the User Data provided by the Customer to Perks Direct may include personal data and that in accordance with the Data Protection Act 1998 (the “Act”), each of the Customer and Perks Direct shall act as data controllers in respect of such personal data, as, without prejudice to the terms of this Agreement, they will each separately determine the purposes for which and the manner in which such data is processed. For the avoidance of doubt, Perks Direct shall not be a data processor (as defined in the Act) processing any personal data on behalf of the Customer under this Agreement.

b)Each party shall at all times comply with the Act in relation to personal data of Users.

c)If one party receives any complaint, notice or communication that relates directly or indirectly to the processing of personal data or to either party’s compliance with the Act (as it relates to the personal data of the Users), it shall immediately notify the other party and provide full details and copies of any communication. Each party shall use reasonable endeavours to work with the other party to remedy the situation.

d)The Customer warrants and represents that appropriate consents have been, or shall be, obtained from the Users to entitle it to transfer personal data of such Users to Perks Direct and allow Perks Direct to process it in connection with this Agreement.

9.Limitation of liability and indemnity

a)Perks Direct shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill, any fines, expenses or other losses arising from a breach by the Customer of any applicable laws, any ex gratia payment or sum paid in settlement of a claim without Perks Direct’s prior written approval and any indirect or consequential loss.

b)Perks Direct’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for events arising in the Initial Term or any Extended Term shall be limited to one hundred per cent 100% of the Charges paid and/or payable by the Customer under this Agreement in the Initial Term or any such Extended Term, as the case may be.

c)The Customer shall indemnify Perks Direct against all liabilities, costs, expenses, damages and losses suffered or incurred by Perks Direct arising out of or in connection with any claim made against Perks Direct by any User and/or Supplier arising out of or in connection with the supply of goods and/or services by the Suppliers in connection with this Agreement. This indemnity shall not cover Perks Direct to the extent that a claim under it results from Perks Direct’s negligence or wilful misconduct.

10.Termination

a)Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if:

i. the other party fails to perform, has made, or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and;

ii. the failure, inaccuracy, or breach continues for a period of 5 Business Days’ after the injured party delivers notice to the breaching party reasonably detailing the breach;

iii. the other party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect;

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

v. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.

b)Without limiting its other rights or remedies, Perks Direct may suspend provision of the Services under this Agreement or any other agreement between Perks Direct and the Customer if the Customer becomes subject to any of the events listed in clause 10 a), or if Perks Direct reasonably believes that the Customer is about to become subject to any of them. For the avoidance of doubt, suspension of the provision of the Services by Perks Direct shall not affect the Customer’s liability to pay the Subscription Charges in accordance with this Agreement.

c)Without affecting any other right or remedy available to it, Perks Direct may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.

d)Customer may terminate this Agreement at any time by giving Perks Direct not less than 60 days’ written notice of such termination.

e)Any notice of termination of this Agreement by the Customer must be delivered to Perks Direct by email on admin@perksdirect.co.uk or any alternative email address designated by Perks Direct for this purpose from time to time.

f)On termination of this Agreement for whatever reason:

i. all Charges in respect of the Initial Term shall become immediately due and payable. 

ii. the Customer shall immediately pay to Perks Direct all of Perks Direct outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Perks Direct may submit an invoice, which shall be payable immediately on receipt. For the avoidance of doubt Perks Direct shall be entitled to invoice the Customer in respect of any Deals procured and paid for by Perks Direct prior to the date of termination of this Agreement, whether or not such Deals have been accessed, used or redeemed by the Users;

iii.no refunds shall be due to the Customer for any Charges paid to Perks Direct and/or any other sums paid by the Customer to Perks Direct;

iv. any licences granted under this Agreement shall cease automatically;

v. termination of the Agreement shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination; and

vi. any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

g)On termination of this Agreement, the Customer shall assist the User in respect of any arrangements that may be necessary to ensure that the Users continue to benefit from any products or services of a duration extending beyond the duration of this Agreement purchased by the Users, as may be required under the User Perks Direct Terms and Conditions and/or any Supplier Terms and Conditions. 

11.General

a)Force majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party.

b)Assignment and other dealings

i. The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and/or obligations under this Agreement without Perks Direct prior written consent.

ii. Perks Direct may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.

c)Confidentiality

i. The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. 

ii. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: 

•is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); 

•is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or 

•is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. 

iii. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

iv. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Agreement.

v. No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

vi. The parties agree that each party can make a public reference to the fact that the Customer is using the Perks Direct Platform, provided any such reference shall be made is such a way as not to bring the other party into disrepute or damage that party’s reputation.

d)Entire agreement

i. This Agreement constitutes the entire agreement between the parties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this Agreement. 

ii. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

e)Modification. This Agreement may be modified, amended or rescinded only by a written agreement executed by both parties.

f)Waiver. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

g)No partnership or agency. Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

h)Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

i)Notices. Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by e-mail, registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice.

j)Third party rights. No User, Supplier or other person, other than a party to this Agreement shall have any right to enforce any of its terms.

k)Governing law. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

l)Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.