1.      Definitions

“Advisory Services” means those advisory services which relate to investments specified for the purposes of section 22 of FSMA which will be provided by an appropriately regulated independent financial advisor;

“Agreement” means these Terms of Business including all its Schedules;

“Charges” means the relevant charges for each of the Services as specified in Schedule A;

“Client” means any company, individual or organisation that contracts with the Service Provider for Alpha Rewards services

“Client Data” means data input by the Client (or on the Client’s behalf) using our software or as part of our Services or provided to us as a data file;

“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives or advisers (together its “Representatives”) to the other party and that party’s Representatives whether before or after the date of this Agreement including without limitation:

  1. the existence and terms of this Agreement;
  2. any information that would be regarded as confidential by a reasonable business person relating to:
    1. the business, affairs, clients, employees, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies or organisations to which the disclosing party belongs); and
    2. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies or organisations to which the disclosing party belongs); and
  3. any information developed by the parties in the course of carrying out this Agreement;

“Contract Start Date” means the contract start date specified in Schedule A;

“Data Controller” shall have the same meaning as set out in the Data Protection Act 1998;

“Data Processor” shall have the same meaning as set out in the Data Protection Act 1998;

“Data Protection Legislation” means The General Data Protection Regulation 2016/679, and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner;

“Data Subject” shall have the same meaning as set out in the Data Protection Act 1998;

“Financial Services” means those aspects of the Service selected by the Client on Schedule A services which relate to investments specified for the purposes of section 22 of FSMA and such other introducer services as we may from time to time indicate are provided by The Client at Work Financial Services Ltd.  It does not include Advisory Services;

“Force Majeure Event” means any event or circumstance not reasonably foreseeable at the date of this Agreement and beyond the reasonable control of the party in question including, but not limited to, acts of God, local government or government orders, war, fire, flood, earthquake or storm, acts of terrorism, explosion, civil commotion or industrial dispute affecting a third party;

“FSMA” means the Financial Services and Markets Act 2000;

“IPR” means patents, rights in designs, trade marks, trading, business names, trade names or domain names and e-mail addresses, copyrights (including any such rights in typographical arrangements, web sites or software) whether registered or not and any applications to register or rights to apply for registration of any of the foregoing, rights in inventions, know-how, trade secrets and other confidential information, rights in databases, moral rights and all other intellectual property rights of a similar or corresponding character which subsist now or in the future worldwide, rights in the nature of unfair competition rights and rights to sue for passing off;

“Personal Data” shall have the same meaning as set out in GDPR;

“Process” has the meaning given to it under the Data Protection Legislation but, for the purposes of this Agreement, it shall include both manual and automatic processing;

“FCA” means the Financial Conduct Authority;

“Normal Business Hours” means between 9:00am and 5:30pm Monday to Friday (excluding UK Bank Holidays);

“Notified Employees” means the number of employees as uploaded by the Client on a monthly basis that are licensed to use the Services under the terms of this agreement;

“Services” means the services to be provided under this Agreement;

“Service Provider” means Elder Business Solutions (Registered in England, Registered No: 08900631 of Suite 576, 2nd Floor, Elder House, Elder Gate, Milton Keynes, MK9 1LR (together “us”, “we” or “our”)

“Staff” means all persons employed by us to perform our obligations under the agreement together with our servants, agents, suppliers and Sub-Contractors used in the performance of its obligations under the agreement;

“Sub-Contract” means any contract or agreement or proposed contract or agreement between us and any third party whereby that third party agrees to provide to us the Services or any part thereof or facilities or services necessary for the provision of the Services or any part thereof or necessary for the management, direction or control of the Services or any part thereof;

“Sub-Contractor” the third parties that enter into a Sub-Contract with us;

“Working Day” means any day from Monday to Friday (inclusive), which is not Christmas Day, Good Friday or a public holiday;

“Alpha Rewards Services” means any product or service that is offered by us including but not limited to employee benefits, discounts, total reward statements, grapevine our company extranet, auto-enrolment, lifeskills our information to assist employee well being, reward and recognition and online payslips;

In this Agreement unless the context otherwise requires reference to:

  1. an applicable law, a statute or any regulation made pursuant thereto or to any of its or their provisions is to be construed as a reference to that law, statute or regulation or to such provision as the same may have been or may from time to time hereafter be amended or re-enacted;
  2. a party means a party to this Agreement, except that, Alpha Rewards and YAW FS shall count as one party unless otherwise stated, and includes its permitted assignees and/or the respective successors in title to substantially the whole of its undertaking;
  3. obligations undertaken by a party which comprises more than one person shall be deemed to be made by them jointly and severally;
  4. reference to any agreement, contract, document or deed shall be construed as a reference to it as varied, supplemented or novated;
  5. words importing persons shall include firms, companies and bodies corporate and vice versa;
  6. words importing the singular shall include the plural and vice versa;
  7. words importing any one gender shall include either other gender;
  8. references to a clause, schedule, paragraph or appendix are references to the clause, schedule, paragraph or appendix of or to this Agreement;
  9. the headings, index and front sheet are all for reference only and shall be ignored when construing this Agreement, and
  10. “includes” or “including” means includes or including but without limitation.

“YAW FS” means The Client at Work Financial Services Ltd, a provider of some services delivered by the Alpha Rewards services. This company is authorised and regulated by the Financial Conduct Authority;

2.      Term and Termination

2.1.    We will provide the Client access to the Services for the duration detailed in the Contract.

2.2.    Upon expiry of the Initial Term the Services will be extended automatically for successive 12 month periods (Renewal Term) unless either party gives written notice to the other at least 90 days before the expiration of either the Initial Term or the Renewal Term of the party’s intent not to renew.

2.3.    Upon cessation of our provision of the Services any breakage from unredeemed vouchers and offers will be retained by us.

2.4.    Either party may terminate this Agreement with immediate effect at any time upon written notice to the other if the other:

  1. is unable to pay its debts or becomes insolvent;
  2. is the subject of any order made or a resolution passed for the administration, winding-up or dissolution (otherwise for the purpose of a solvent amalgamation or reconstruction);
  3. has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets;
  4. enters into or proposes any composition or arrangement with its creditors generally; or
  5. is the subject of any events or circumstances analogous to the foregoing in any applicable jurisdiction.

2.5.    Either party may terminate this Agreement (or any Service to which the breach relates) with immediate effect at any time upon written notice to the other if the other party commits a material breach of this Agreement and either such breach is not capable of remedy or, if the breach is capable of remedy, the party in default has failed to remedy such breach within 14 days of receiving written notice requiring it to do so.

2.6.    If the Client terminate this Agreement on either of the above grounds (other than in part) during the Initial Term the Client may at the Client’s option, and as the Client’s sole and exclusive remedy, require us to refund all payments made by the Client under this Agreement, not to exceed the value of payments made in a calendar year.

2.7.    Upon the termination of this Agreement for whatever reason:

  1. the license to use the Website (as defined below) shall immediately terminate;
  2. all provisions which are, expressly or impliedly, to survive this Agreement shall remain in force and in effect.

3.      Our Services

3.1.    The Alpha Rewards Services provide a range of employee engagement tools, which can be selected on a modular basis and offered to the Client’s employees. Our Services include, subject to the restrictions in Clause 7.10, introducing the Client, and the Client’s respective employees to third parties, but unless expressly stated, do not extend to the provision of any goods or services that arise as a result of such third party introductions.

3.2.    Financial Services shall be provided by YAW FS to the exclusion of us.  Nothing in this agreement shall oblige us to engage in regulated activities within the meaning of section 22 of FSMA or YAW FS to perform anything beyond the introducer services it is authorized and regulated by the Financial Conduct Authority to perform.

3.3.    With our prior written consent, the Client may treat contractors, former employees or employees of the Client’s direct or indirect subsidiaries or holding companies (or of any other companies controlling or controlled by the Client) as the Client’s employees and may include them in Notified Employees

3.4.    Our Services are limited to use by UK based individuals and companies unless otherwise agreed.

3.5.    The Client acknowledge that the underlying benefit providers introduced by US may require the Client  to agree to specific terms and conditions for contract and payment including passing credit and other checks in order that they can deliver the individual benefits to the Client’s employees, and undertake to ensure that all the correct procedures and authorisations are in place.

3.6.    The Client also acknowledge that certain benefits (notably salary sacrifice products such as Computers and Mobiles) may require the Client to be authorised by the FCA in respect of consumer credit activities and undertake to ensure that all the correct procedures and authorisations are in place.

3.7.    From time to time, the Client may request us to provide customised editorial and as part of the Services.  We may agree, but shall be under no obligation to provide, such Services.  In the event that we provide the Client such Services, we shall be entitled to charge the Client fees on a time and materials basis as documented in a change control form.  Such fees will be agreed between us in writing in advance.

4.      Websites

4.1.    Our Services may include giving the Client, and the Client’s employees’ on-line access to websites, functionality or other software (“Websites”). All Websites are licensed to the Client, and the Client’s employees on a non-transferable, non-exclusive basis, strictly for internal business and/or personal use (as the case may be).  All Websites will have a small footer, which specifies that the site is delivered by YouatWork Ltd.

4.2.    The Client agree to comply, and to use all reasonable efforts to ensure that the Client’s respective employees comply with the above restrictions and any other published terms of use with respect to our Websites.  The Client will use all reasonable efforts to ensure that neither the Client, nor the Client’s respective employees introduces or transmit any viruses into any of our Websites (see “Warranties” below for our warranty about viruses).

5.      Support and Service Levels

5.1.    Alpha Rewards per the Service Level Agreement in Schedule D shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, with at least a 98% uptime, guarantee except for:

  1. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time and
  2. unscheduled maintenance performed outside Normal Business Hours, provided that Alpha Rewards has used reasonable endeavours to give the Client at least 6 Normal Business Hours’ notice in advance.

5.2.    If there is a service failure, Alpha Rewards shall:

  1. notify the Client immediately of the service failure and
  2. deploy the resources required and take all remedial action that is necessary to rectify and to prevent the service failure from recurring.

5.3.    In case of emergency, data restoration will be initiated within two hours of us alerting our hosting provider. Our platform is backed up daily by our hosting provider. Ad-hoc data restoration requests are subject to additional cost.

5.4.    Telephone, on-line chat, and email support is provided to the Client by the Alpha Rewards Customer Care Team, currently based at Corinthian House, Croydon.  Telephone enquiries are on a free ‘phone service.

5.5.    Telephone/online chat enquiries. 95% of calls/chats received will be answered within two minutes.  The voicemail facility will be offered automatically and the requestor will be called back within 2 working hours of the initial contact or within 2 hours of the following working day, whichever is the sooner.

5.6.    Email enquiries will be responded to within two working days. If an enquiry cannot be resolved within one response, then the employee will be updated daily on progress until completion and the enquiry closed.

5.7.    Complaint resolution.  Any issues/complaints by email, telephone call or online chat will be logged within our Helpdesk System and a confirmation #Ticket number advised.  Where possible, all enquiries will be resolved immediately.  Where this is not possible the enquiry will dealt with as promptly as possible and the Client will be kept informed every few days of progress, until the issue/complaint is satisfactorily resolved.

5.8.    Joiners’ accounts will be created and made available, and the employee advised of the appropriate username and password using an automated standard communication template within five working days of the Monthly Import File being uploaded or sent to us.

5.9.    Leavers will be de-activated within five working days of the Monthly Import File being uploaded or sent to us.

6.      Data and Data Protection

6.1.    The Client agrees to promote each of the Services to the Client’s employees in accordance with a mutually agreed communication programme.

6.2.    The Client also agree that for the purposes of providing these Services only we may process personal data of, and directly market to, the Client’s Notified Employees. The Client, and we agree to comply with all applicable UK and EC laws in relation to the processing of personal data and electronic commercial communications to individuals including The General Data Protection Regulation 2016/679 .

6.3.    The Client owns their Client Data and have sole responsibility for the legality, reliability, integrity, accuracy and quality of that Client Data.

6.4.    To the extent Personal Data is included in any Client Data we will process that data on the Client’s behalf as a Data Processor. We will only process such Personal Data in accordance with the Client’s instructions (and the Client hereby instruct us to take such steps in the processing of Personal Data on the Client’s behalf as are necessary for the provision of the Services, the performance of our obligations and the exercise of our rights under this Agreement).

6.5.    The Client acknowledges that we are reliant on the Client for direction as to the extent to which we are entitled to use and process the Personal Data. Consequently, we will not be liable for any claim brought by a Data Subject arising from any action or omission by us, to the extent that such action or omission resulted directly from the Client’s instructions.

6.6.    Each party warrants to the other that it will process the Personal Data in compliance with all applicable Data Protection Legislation.

6.7.    The Client warrants and represents that:

  1. the Client is authorised pursuant to the Data Protection Legislation to disclose any Personal Data which the Client discloses or otherwise provides to us; and
  2. the Client will where required under the Data Protection Legislation obtain all necessary consents in order for (i) the Client to disclose the Personal Data to us; (ii) us to process the Personal Data for the purposes of providing the Services; (iii) us to disclose the Personal Data to those third parties referred to in clause 4.1 including where the recipients of the Personal Data are, with the Client’s prior written consent under Clause 7.14(k), outside the European Economic Area (“EEA”) .

6.8.    We may authorise a Sub-contractor to process the Personal Data provided that the Sub-Contract:

  1. is on terms which are substantially the same as those set out in this agreement; and
  2. terminates automatically on termination of this agreement for any reason.

6.9.    The minimum mandatory Personal Data (“Mandatory Data”) required by us to provide the Services will include First Name, Last Name, Sex, Date of Birth and Unique Identifier (i.e. NI or Employee number).  Additional Mandatory Data for Flexible Benefits, Total Reward Statements and Pension Auto Enrolment is documented in the files specification document for each module.  The data requirement (Work E-mail, Home E-mail, home or work address etc.) to support contacting employees to promote the Service will be agreed when finalizing the Communications plan and we will adjust our contact approach to meet the Client’s requirements save that the standard communication plan does not include any printing or distribution of hard copy communication.

6.10.          We shall (and shall procure that any of our staff involved in the provision of the Agreement) comply with any notification requirements under the Data Protection Legislation and we shall duly observe all our obligations under the Data Protection Legislation, which arise in connection with the Agreement.

6.11.          The Client will:

  1. ensure that all Personal Data collected and processed is kept accurate and up-to-date; and
  2. inform the Data Subjects of the purposes for which we process Personal Data at the time that their Personal Data is collected.

6.12.          Where we and any Sub-Contractors or affiliates for the provision of the Services are processing Personal Data as a Data Processor for the Client, we shall ensure we:

  1. process the Personal Data for the specific purposes of providing the Services and only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by law or any regulatory body;
  2. we shall not keep Personal Data for any longer than is necessary in light of the purposes for which that data was originally collected and processed. When the data is no longer required, all reasonable steps will be taken to erase it without delay.
  3. implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful Processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected;
  4. take reasonable steps to ensure the reliability of any Staff who have access to the Personal Data;
  5. ensure that none of the Staff publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by the Client;
  6. notify the Client (within five Working Days), if we receive a request from a Data Subject to have access to that person’s Personal Data; or a complaint or request relating to the Client’s obligations under the Data Protection Legislation;
  7. provide the Client with full co-operation and assistance in relation to any complaint or request made, including by:
    1. providing the Client with full details of the complaint or request;
    2. complying with a data access request within the relevant timescales set out in the Data Protection Legislation and in accordance with the Client’s instructions;
  • providing the Client with any Personal Data we hold in relation to a Data Subject (within the timescales required by the Client); and
  1. providing the Client with any information requested by the Client;
  2. assisting the Client with regard to Data Subjects exercising their rights to:
    1. rectification of Personal Data;
    2. erasure of Personal Data;
  • restriction of processing of Personal Data;
  1. portability of Personal Data; and
  2. object to processing of Personal Data.
  1. permit the Client or the Client’s representatives (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit, in accordance with this clause (“Audit”), our data processing activities (and/or those of our agents, subsidiaries and Sub-contractors) and comply with all reasonable requests or directions by the Client to enable the Client to verify and/or procure that we are in full compliance with our obligations under this Agreement;
  2. provide a written description of the technical and organisational methods employed by us for processing Personal Data (within the timescales required by the Client); and
  3. not Process Personal Data outside the European Economic Area without the prior written consent of the Client.

6.13.          We shall not perform our obligations under this Agreement in such a way as to cause the Client to breach any of the Client’s applicable obligations under the Data Protection Legislation.

6.14.          Where we have agreed to give the Client and the Client’s  employees access to any Websites belonging to us as part of the Services the Client agrees:

  1. to give us the information we need about each employee to enable them to access the Websites and to enable us to provide the Services.
  2. that we may (acting reasonably) prevent any employees from accessing or using any of our Websites who has not agreed to, or who fails to comply with, any published terms of use;
  3. that we may (but are not obliged to) monitor usage of our Websites and remove any material posted by an employee which we consider to be defamatory, obscene, offensive or otherwise unlawful; and
  4. to tell us immediately if the Client becomes aware of any unlawful or inappropriate activity of the Client’s employees in relation to our Websites and the Client will take appropriate measures to ensure this activity ceases.

7.      Charges and VAT

7.1.    Unless otherwise agreed, the Client agrees to pay the Charges detailed in their Contract for Services with Alpha Rewards within 30 days of the date of each invoice.

7.2.    The monthly license fee will be invoiced monthly in advance.

7.3.    Fees for additional charges will be levied as they arise. If for a specific service this will be on completion of the service.

7.4.    The Client agrees to pay VAT on the Charges at the applicable rate together with each payment and to comply with all VAT laws including Regulation 90 of the Value Added Tax Regulations 1995 (SI 1995/2518).

7.5.    Without prejudice to our other rights or remedies under this Agreement or at law or in equity, we may charge the Client interest, accruing daily, from the due date to the date of actual payment on any overdue amounts under this Agreement at the rate of 8 percentage points above the base rate of the Bank of England in force for the time.

7.6.    In the event that the Client’s Notified Employees exceeds the maximum licensed employees by less than 10% then we reserve the right to increase the relevant Charges in the subsequent 12 month period on a pro rata per employee basis for each additional Notified Employee.  In the event that such increase exceeds 10% then we reserve the right to increase the relevant Charges immediately pro-rated to the end of the current invoice period.

7.7.    We reserve the right to increase the Charges by an amount equal to the latest published Retail Price Index on each anniversary of the Contract Start Date.

8.      Warranties and disclaimers

8.1.    We warrant that our Services will be provided with due care and skill, do not and will not infringe any third party IPR and will be provided in compliance with all applicable UK laws.

8.2.    We also warrant that we will use all commercially reasonable efforts to keep our licensed Websites free from viruses and to ensure its availability for use 24 hours a day, 7 days a week (apart from scheduled downtime for maintenance notified to the Client in advance or emergency downtime). However, the Client acknowledge that on-line access to any Website cannot be expected to be uninterrupted or fault free and that speed and reliability of access may vary in accordance, for example, with user demand for the Websites and the Internet generally.

8.3.    Apart from the warranties above (the “Warranties”) we disclaim any and all warranties about our Services or Websites, including with respect to their merchantability or fitness for a particular purpose, to the maximum extent permitted by UK law.

8.4.    In addition, we specifically disclaim any warranty as to:

  1. the accuracy of prices or other content relating to third party goods or services published or disseminated by us in good faith pursuant to our Services (on a Website or otherwise);
  2. the quality or availability of any third party goods or services promoted pursuant to our Services;
  3. the compliance by any third party with, and any liability under, any contract concluded between the Client or the Client’s employee and a third party provider of the Services (and the Client acknowledge that we are not a party to, third party beneficiary of or a guarantor of performance under any such contract).

8.5.    The Client acknowledge that we do not control and accept no responsibility for the performance of Websites or the third party suppliers of goods and Services comprised in the Services.

8.6.    The Client warrants to us that all information the Client publishes or distributes on or in relation to our Websites or the Services is not defamatory, obscene or unfair and does not infringe any IPR of any third party. The Client agrees to indemnify us on demand against any losses, liabilities or costs we incur due to the Client’s breach of this clause.

9.      Liability

9.1.    Save as set out below, under no circumstances shall our total aggregate liability in contract (including for breach of any of the Warranties) tort (including negligence) or otherwise exceed in respect of any one claim or series of connected claims during a calendar year the Charges received from the Client under this Agreement during a calendar year.

9.2.    Neither party limits its liability for death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors, or fraud by it or its employees.

9.3.    We shall not be liable to the Client for any loss of profits, anticipated savings or any type of special, indirect or consequential loss even if the loss was reasonably foreseeable or the Client had advised us of the possibility of the Client incurring it.

9.4.    We shall not be liable to the Client’s employees for any type of loss.

9.5.    These provisions shall not limit or exclude any liability, which by UK law is not capable of being limited or excluded.  In particular, nothing in this Agreement shall exclude or restrict any liability YAW FS may owe under the UK regulatory system.

9.6.    For the avoidance of doubt, nothing shall limit the Client’s obligation to pay us the Charges.

9.7.    The parties expressly agree that if any limitation or provision contained or expressly referred to in this section headed “Liability” is held to be invalid under any applicable statute or rule of law, it shall, to that extent, be deemed omitted.  If any party becomes liable for loss or damage, which would otherwise have been excluded, that liability shall be subject to the other limitations and provisions set out in this section headed “Liability”.

10. Changes

10.1.          We may without notice to the Client add, remove or vary any content, software, functionality, tools, components, specifications, goods, services or suppliers (as the case may be) comprised in our Services, where this applies to our clients generally (“Service Change”). We will notify the Client of any Service Change, which we think is likely to have serious adverse consequences for any of the Services.

11. Anti – Bribery

11.1.          We shall:

  1. comply with all applicable laws relating to anti-bribery and anti-corruption including the Bribery Act 2010 (“Relevant Requirements”);
  2. not engage in any activity, practice or conduct, which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
  3. have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;
  4. promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by us in connection with the performance of this Agreement;
  5. immediately notify the Client (in writing) if a foreign public official becomes an officer or employee of the ours or acquires a direct or indirect interest in us and we warrant that we have no foreign public officials as direct or indirect owners, officers or employees at the date of this Agreement); and
  6. promptly upon request from the Client, certify to the Client in writing signed by an officer of us, compliance with this Clause by the Client. We shall provide such supporting evidence of compliance as the Client may reasonably request.

11.2.          For the purpose of this Clause, the meaning of adequate procedures and foreign public official shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act) and sections 6(5) and 6(6) of that Act.

12. Confidentiality

12.1.          Both we and the Client undertake at all times to keep confidential and not to use or to disclose to any third party without the other party’s prior written consent any trade or business secrets or similar confidential information (whether conveyed orally, in writing or otherwise) supplied by, or on behalf of, the other party or obtained as a result of this Agreement (or any discussions prior to execution of this Agreement) including information which relates to the other party’s (or its affiliates’) business, products, developments, know how, suppliers, technology and clients, whether designated as “confidential” or not (“Confidential Information”). The parties accept that such information is valuable and secret, and that unauthorised disclosure of such information would be likely to cause the other party unquantifiable loss and damage. Disclosure of such information to the parties’ own employees, subcontractors and agents, shall only be on a strictly ‘need to know’ basis.

12.2.          However, a party may disclose information which is proprietary or confidential to the other party if so required by law, regulation, code of practice or stock exchange or if reasonably necessary for due diligence purposes (provided the disclosure is subject to an obligation of confidence at least as stringent as this provision).  This obligation will not apply to information, which has entered the public domain or which a party can prove that it has independently and lawfully acquired.

12.3.          These confidentiality obligations will remain in effect both during and for three years after the termination of this Agreement.

13. Force Majeure

13.1.          Neither the Client nor we will be liable to the other for any delay or failure to perform any obligation under this Agreement, which is due to a Force Majeure Event.

14. Notices

14.1.          Except as expressly provided otherwise in this Agreement, any notice, consent or other communication under this Agreement (each a “notice” for the purposes of this clause) shall be in writing and in English and signed by or on behalf of the party giving it and shall be sent by hand, or by prepaid recorded or special delivery post (or prepaid international recorded airmail if sent internationally) or by fax or provided sent as in the Contract, by email as follows (and for the avoidance of doubt may not otherwise be given by email or by any other form of electronic communication).

14.2.          Where such notice is to be given by email, the email shall be in ASCII plain text digital format or in a digital format previously confirmed by the intended recipient to be readable by such recipient and shall attach a Word format or Adobe portable document format version of the notice produced by scanning in a hard copy of the notice (which hard copy notice should be in writing, legible and signed in manuscript by the person or persons giving it).  The email shall clearly identify in the body of the email who the email is from and to whom it is addressed (the email addresses shall not be enough to indicate this) and that the attachment is a notice which is given under this Agreement in relation to the Company, giving the name of the Company.  Receipt of the email must be confirmed in receipt electronically or receipt be acknowledged by the recipients response.

14.3.          Any Shareholder and the Company may notify the other(s) of any other person, address, fax number or email address for the receipt of notices or copy notices.  Any such change shall take effect five Business Days after notice of the change is received or (if later) on the date (if any) specified in the notice as the date on which the change is to take place.

14.4.          Any notice given in accordance with this clause 15and received after 5.30 p.m. on a Business Day, or on any day which is not a Business Day, shall for the purposes of this Agreement be regarded as received on the next Business Day.

14.5.          The provisions of this clause 14 shall not apply in relation to the service of process in any legal proceedings arising out of or in connection with this Agreement.

15. Dispute Resolution

15.1.          In the event that there is any dispute between us in connection with any provision of this agreement, the dispute shall first be discussed by the Authorised Officers in order to ascertain the exact nature of the dispute and possible approaches to its resolution. In the event that the Authorised Officers are unable to resolve the dispute within 14 days it shall be referred by notice in writing at the instigation of either of the Authorised Officers to an expert chosen by the President for the time being of the Law Society.

15.2.          The expert shall act as an expert and not as an arbitrator and shall be entitled to appoint such specialist or technical advisers as he considers desirable to assist in determining the matter referred to him. The decision of the expert shall be given in writing setting out the reasons therefore and shall be final and binding on the parties except as to points of law arising from such decision.

15.3.          Each party to the dispute shall provide any expert with such information as he may reasonably require for the purposes of his determination and each of the parties may make such written submissions to the expert as it may think fit and will exchange such submissions. The expert shall afford each party an opportunity to respond and react to submissions.

15.4.          The costs of any expert (including the costs of any specialist or technical advisers appointed by him) shall be borne in such proportions as the expert may determine to be fair and reasonable in all the circumstances or, if no such determination is made, equally between the parties in dispute.

16. General

16.1.          We or our licensors or suppliers are the owner of the IPR subsisting in our Services and shall retain all IPR in such Services. The Client acknowledge that the Client shall have no right or license under any intellectual property rights other than as necessary for the Client to use and enjoy the Services for the Client’s business purposes (including to access and use our Websites).

16.2.          The Client shall not modify, adapt, develop, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright or other IPR in the Alpha Rewards Services except and only to the extent that it is expressly permitted by applicable law.  The Client will at our expense take all such steps as may reasonably require to assist us in maintaining the validity and enforceability of the IPR of Alpha Rewards during the term of this agreement.

16.3.          Neither we, nor our licensors or suppliers shall grant to the Client any right, title or interest in or to our or their respective IPR (whether by implication, estoppel or otherwise).  For the avoidance of doubt all IPRs belonging to a party prior to the date of this Agreement shall remain vested in that party.  However, whilst the Client are a client we may use the Client’s company logo in marketing materials that list our current clients. The Client will provide us by mutual consent with a testimonial quote and or case study as appropriate, around 6 months after the commencement of service.

16.4.          If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

16.5.           If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

16.6.          We may novate (transfer) this Agreement to any company, which carries on our business in succession to us by sending the Client a novation notice. From the date of the notice our obligations, liabilities, duties and rights arising out of this Agreement will be deemed to have been novated to the successor company (without recourse or warranty) and shall be assumed in full by such company and we shall be released from all such obligations, liabilities and duties.

16.7.          This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations and discussions whether oral or written between the parties, (but nothing in this clause shall be construed as excluding or limiting liability based upon fraudulent misrepresentation).

16.8.          The provisions of this Agreement may be updated from time to time to reflect changes in law, regulation or any matter that does not materially affect the Client’s rights and obligations under it, by us notifying the Client in writing.  In all other circumstances the provisions of this Agreement may only be varied by a document in writing signed by duly authorised signatories of each of the parties.

16.9.          We may assign, transfer or otherwise deal with any of our rights or obligations under this Agreement.

16.10.      The Client acknowledges that the Client is acting on the Client’s own behalf and not as an agent, representative, or employee of us.

16.11.      Nothing in this Agreement and no action taken by the parties under this Agreement shall constitute, or be deemed to constitute, the parties, a partnership, association, joint venture or other co-operative entity.

16.12.      We may sub-contract all or any part of our obligations under this Agreement at any time, but we will remain responsible to the Client as the prime contractors for the delivery of our Services.

16.13.      No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights in relation to any breach of this Agreement operate as a waiver of a subsequent breach.

16.14.      A party who is not a party to this Agreement shall have no right to enforce or rely on any provision of this Agreement including under the Contracts (Rights of Third Parties) Act 1999.

16.15.      This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation) shall be governed by and construed in accordance with English law.

16.16.      Each of the parties to this Agreement irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and/or to settle any disputes, which may arise out of or in connection with this Agreement and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of England and Wales.