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TERMS AND CONDITIONS

Terms of Service

Last updated: 8 March 2023

pirkx TERMS AND CONDITIONS (for pirkx MEMBERS)

Last updated: 8 March 2023

PLEASE READ THESE TERMS CAREFULLY BEFORE YOU APPLY FOR A MEMBERSHIP AND/OR USE THE pirkx PLATFORM. WE WOULD LIKE TO DRAW YOUR PARTICULAR ATTENTION TO CLAUSE 16 OF THESE TERMS, WHICH SETS OUT THE LIMITATIONS OF OUR LIABILITY TO YOU.

1. Purpose of these Terms

If you are looking at these Terms, it most likely means one of the following:

A pirkx Corporate Member (for example, your employer) has invited you to become a Paid-For pirkx Member, free of charge to you, to show you their appreciation and you would like to accept this invitation and apply to become a Paid-For pirkx Member;
A pirkx Corporate Member has invited you to become a Self-Paid pirkx Member and you would like to accept the invitation and apply to become a Self-Paid pirkx Member;
You are no longer a Paid-For pirkx Member but would like to continue being a pirkx Member and are therefore applying to become a Self-Paid pirkx Member; or
You have otherwise heard about pirkx and are therefore applying to become a Self-Paid pirkx Member; or
You are a pirkx Member and would like to read the current version of the terms and conditions that apply to our pirkx Platform and the Membership Services we provide.

Either way, welcome (again) to pirkx!

These Terms explain who can become a pirkx Member, what you have to do to become a pirkx Member and the basis on which we make the pirkx Platform available, and provide our Membership Services, to pirkx Members from time to time. They also contain some further information about our Membership Programmes and our pirkx Suppliers. pirkx Suppliers are the third parties we have selected to provide the Benefits that form part of our Membership Programmes.

We have given some words and expressions a specific meaning in these Terms. For example, when we use the term “Business Day” in these Terms this means “any day other than Saturday, Sunday or a public holiday on which banks in London are open for business”. You can find a list of the relevant words and expressions and the meaning we have given to them at Schedule 1 of these Terms.

These Terms apply irrespective of whether you access the pirkx Platform via the Website or via the pirkx App.

2. WHO WE ARE AND WHAT WE WILL DO FOR YOU

2.1The pirkx Platform is operated and the Membership Services are provided by pirkx Limited (pirkx, we, us, ours). We are a company registered in England and Wales under company number 11303113. Our registered office address is c/o Ground Floor 6 Queen Street Leeds West Yorkshire LS1 2TW.
Our VAT number is 303906230.
2.2Our aim is to give pirkx Members access to Benefits that we feel can really make a difference to their overall wellbeing. If we spot something that ticks all of our boxes, we arrange for the relevant pirkx Supplier to make the Benefit available to our pirkx Members through the pirkx Platform as part of one of our Membership Programmes.
2.3In other words, we give you access to the Benefits, but unless we have expressly stated otherwise on the pirkx Platform, we do not actually supply the relevant Benefit or the underlying products or services to you: our pirkx Suppliers do that. When a Benefit involves the purchase of a product or service, your purchase will therefore not be made from pirkx: it will made directly from the relevant pirkx Supplier.
2.4pirkx is not regulated or authorised by the Financial Conduct Authority for the sales and marketing of financial services and insurance products. We may provide the opportunity for you to be introduced to financial services products providers and the responsibility for the promotion and marketing, as well as the suitability of product sales will lie with them and not pirkx. Please refer all enquiries in respect of financial services products directly to the relevant product provider or insurer.
2.5Please note that the pirkx Platform, our Membership Services, Membership Programmes and all Benefits are for your personal and private use only and that you are not permitted to use any of them for commercial, business or re-sale purposes. If we have reasonable grounds to believe that you do use the pirkx Platform or any of our Membership Services, Membership Programmes or Benefit for commercial, business or re-sale purposes then we may without prejudice to any other rights or remedies:
1. immediately, temporarily or permanently suspend of your access to the pirkx Platform; and/or
2. immediately terminate your Membership.
2.6If you would like to get in touch with us or have any questions, please email us on hello@pirkx.com or call us on +44 (0) 20 3963 2685.
2.7If we have to contact you, we will write to you at the email address you provided to us when you first applied for your pirkx Membership (as updated by you from time to time using the relevant functionality of your Membership Account).
2.8When we:
1. use the words "writing" or "written" in these Terms, this includes email; and
2. refer to pirkx' consent, authorisation or permission in these Terms, such consent, authorisation or permission will be in our entire discretion.

3. BY APPLYING FOR A PIRKX MEMBERSHIP OR RENEWING A PIRKX MEMBERSHIP AND BY USING OUR PLATFORM YOU ACCEPT THESE TERMS

3.1By applying for a Membership, renewing a Membership and by using the pirkx Platform, you confirm that you accept these Terms and you agree to follow the rules set out in these Terms, including the following additional documents:
1. your Membership Application Form;
2. our Acceptable Use Policy – this sets out what you can and cannot do, both on our pirkx Platform generally as well as with any information provided on our pirkx Platform , and how to use any functionalities that allow communications with other pirkx Members;
3. our Privacy Policy – this provides you with information about how we will use your personal data and what your rights in relation to your personal data are; and
4. our Cookie Policy which sets out information about the cookies on our Website.
3.2Please note that some Membership Services, Membership Programmes or Benefits are subject to Additional Terms. These are either set out in the Schedules to these Terms or either we or the relevant pirkx Supplier will tell you about their existence when you access the relevant Membership Service, Membership Programme or Benefit. Please read all Additional Terms carefully as they may amend, modify or supplement these Terms. By accessing the relevant Membership Service, Membership Programme and/or Benefit you accept the relevant Additional Terms.
3.3If you do not agree with any of the above, you should not apply for a Membership, renew your Membership or use our pirkx Platform.

4. Changes to these Terms and to our pirkx Platform

4.1You can find the date on which these Terms have come into effect above. We reserve the right to update and change our Terms at any time, for example to reflect changes in applicable laws and regulations. Any such changes will take effect immediately upon posting of the updated Terms on the pirkx Platform.
4.2We may also update and make changes to the pirkx Platform from time to time to make changes to our Membership Programmes, to update the pirkx Platform’s functionality and/or to address our pirkx Members’, pirkx Corporate Members’ or pirkx Suppliers’ needs.
4.3We will let you know in writing if we make any changes to these Terms that require any action from you.
4.4If you do not agree to any of the changes we make to from time to time, you should stop using the pirkx Platform. Otherwise, your continued use of the pirkx Platform after any such changes will constitute your acknowledgement and agreement to such changes.

5. Who can become a pirkx Member

5.1Neither our Membership Services nor the contents of our Website or our pirkx Platform are targeted at persons under the age of 18 and we only provide our Membership Services to persons 18 years of age or older. If you are under 18 years old, you will not be able to become a pirkx Member and should therefore not apply for a Membership.
5.2Our Membership Services are also only directed at persons who are resident in England, Wales, Scotland and Northern Ireland and the information contained on our Website and our pirkx Platform should not be regarded as an offer or solicitation to conduct business in any jurisdiction other than England, Wales, Scotland and Northern Ireland. If you reside in Australia please visit the pirkx Australia website1. If you reside anywhere else, we would love to be able to welcome you as a pirkx Member but we are unfortunately for legal and regulatory reasons unable to do so at the moment. We will update our Website and these Terms as necessary if and when this changes so please revisit our Website from time to time and check for updates.
5.3By applying for a Membership and/or accessing the pirkx Platform you warrant and represent that:
1. You are at least 18 years old;
2. You are legally capable of entering into binding contracts; and
3. You reside in England, Wales, Scotland or Northern Ireland.
5.4We reserve the right to immediately, temporarily or permanently suspend your access to the pirkx Platform and/or immediately terminate your Membership if we have reasonable grounds to believe that you are in breach of clause 5.3 above.

6. HOW TO BECOME A pirkx MEMBER

6.1If you would like to become a pirkx Member please complete and submit our Membership Application Form. The Membership Application Form will ask you to confirm, amongst others:
1. the Membership Plan you wish to subscribe for; and
2. your chosen Initial Subscription Period.
6.2If you have been invited by a pirkx Corporate Member to apply for a Membership some of the information that you need to give to us in the Membership Application Form (such as your name and email address, the chosen Membership Plan and the chosen Initial Subscription Period) will have already been provided to us by the relevant pirkx Corporate Member.
6.3Please note that the submission of a completed Membership Application Form constitutes an offer from you to us to subscribe for the relevant Membership Plan and Initial Subscription Term and that we have no obligation to accept such offer. We may reject your application without explanation and we will not be liable to provide any proposals for suggested alternative solutions, or compensation for any loss of benefits. We will inform as you soon as reasonably practicable by email to the email address you have provided in the online Membership Application Form if we have decided to accept your offer.
6.4We reserve the right to undertake due diligence checks and background searches on you and/or contact you to confirm your identity, either when you first apply for a Membership or at any time thereafter while you are a pirkx Member.
6.5It is very important for both you and us that you keep your details correct and up-to-date at all times so please make sure that you provide us with true, accurate and complete information when completing the online Membership Application Form. After you have become a pirkx Member please update the relevant information from time to time as necessary, using the relevant functionality of your Membership Account. If we become aware that any information you have provided us with in connection with your Membership or Membership Account is inaccurate, untrue or incomplete we may immediately, temporarily or permanently suspend or cancel your access to the pirkx Platform and/or terminate your Membership.

7.pirkx MEMBERSHIPS AND SUBSCRIPTION PERIOD

7.1Please visit our Website for details of the available types of Membership Plans and Subscription Periods..
7.2Your Membership will run for the Initial Subscription Period and each Renewal Period.

8.SUBSCRIPTION FEES AND HOW TO PAY THEM

8.1Please visit our Website for details of our applicable Subscription Fees from time to time.
8.2Unless expressly stated otherwise, all Subscription Fees are inclusive of VAT or any other similar tax which may be applicable.
8.3The Subscription Fee for the each Subscription Period from time to time is due and payable in advance on the first Business Day of the relevant Subscription Period.
8.4Other than the Subscription Fee for your Initial Subscription Period (which is paid by credit card or debit card), all Subscription Fees are paid by direct debit. If you are applying to become a Self-Paid pirkx Member we will therefore ask you to provide the necessary payment details to our Payment Processor when you submit your Membership Application Form to us. You may receive an acknowledgement from our Payment Processor advising you whether or not your direct debit has been authorised. pirkx does not store your relevant credit card or debit card details, however.
8.5Subscription Fees are non-refundable and we will not provide you with any refunds or credits if your Membership is terminated by you or by us, in each case for any reason. This applies irrespective whether the termination takes effect at the end of, or at any time during, a Subscription Period.
8.6If you are a Self-Paid pirkx Member and fail to pay any applicable Subscription Fee from time to time when due, then we may without prejudice to any other rights or remedies:
1. immediately, temporarily or permanently suspend of your access to the pirkx Platform; and/or
2. immediately terminate your Membership.
8.7If you are a Paid-For pirkx Member and the pirkx Corporate Member that has committed to paying your Subscription Fees fails to pay any applicable Subscription Fee from time to time when due, then clause 9.2 will apply.
8.8We may change our Subscription Fees from time to time. If the Subscription Fees for the type of Membership Plan you have subscribed for change, we will provide you with no less than 30 days’ prior notice of the relevant change. You will be deemed to have received such notice on the later of the date on which we send the notice to the email address listed in your Membership Account or the date on which we post the relevant change on the pirkx Platform. Any change so notified to you will take effect on the date stated in the relevant notice or post. For the avoidance of doubt, if the date stated falls within your current Subscription Period (as on the date you are deemed to have received the notice) then the relevant change will only apply to you when you next renew your pirkx Membership.

9. HOW TO RENEW A pirkx MEMBERSHIP AND HOW TO TERMINATE IT

9.1If you are a Self-Paid pirkx Member then your Membership Account features an automatic renewal box (Renewal Box). While the Renewal Box is ticked, your Membership will upon expiry of a Subscription Period automatically renew for the same Subscription Period. Please note that the Renewal Box will be pre-ticked when you first become a pirkx Member! If you no longer wish to automatically renew your Membership from time to time, please let us know by unticking the Renewal Box. Please note that it will take 3 Business Days for this notice to take effect. If you untick the Renewal Box any later than 4 Business Days before the end of your then current Subscription Period, your Membership will therefore automatically renew one more time (for the same Renewal Period) and payment of the relevant Subscription Fee will be taken from your account by direct debit in the normal way. If you chose not to renew your Membership from time to time it will automatically terminate upon expiry of your relevant last Subscription Period.
9.2If you are a Paid-For pirkx Member, then it is up to the pirkx Corporate Member that pays your Subscription Fees to renew your pirkx Membership from time to time. If the relevant pirkx Corporate Member should at some point not renew your pirkx Membership or otherwise fail to pay any applicable Subscription Fees when due we will let you know that this is the case and give you 14 days from the end of the last Subscription Period for which the relevant pirkx Corporate Member has paid your Subscription Fee
1. to decide whether you would like to renew your pirkx Membership as a Self-Paid pirkx Member; and
2. if you should not wish to become a Self-Paid pirkx Member, to remove any relevant cashback balance then standing to the credit of your pirkx wallet from the same in accordance with the relevant Additional Terms.
9.3During the 14 day period referred to in clause 9.2 you may access your Membership Account to sign up as a Self-Paid pirkx Member or to attend to clause 9.2(b) but you may no longer access any Membership Programmes or obtain any new Benefits.
9.4If you have not renewed your pirkx Membership as a Self-Paid pirkx Member by the end of the 14 day period referred to in clause 9.2, then
1. your pirkx Membership will be deemed to have terminated with effect from the end of the last Subscription Period for which the relevant pirkx Corporate Member has paid your Subscription Fee; and
2. any then remaining cashback balance standing to the credit of your pirkx wallet can no longer be removed by you and will be forfeit.
9.5You can terminate your Membership at any time by giving us written notice to technicalsupport@pirkx.com. For the avoidance of doubt, we will not refund the Subscription Fee for the Subscription Period during which we receive such notice from you.
9.6Without prejudice to the other provisions of these Terms pirkx may terminate your Membership at any time by giving you prior written notice as follows:
1. Five (5) Business Days if your relevant Subscription Period is a month;
2. Ten (10) Business Days if your relevant Subscription Period is a quarter; and
3. Twenty (20) Business Days if your relevant Subscription Period is a year.
9.7If your pirkx Membership terminates for any reason:
1. you will immediately cease to have access to the pirkx Platform and your Membership Account;
2. you will not be able to obtain any new Benefits and will not be able to redeem or use any Benefits purchased from a pirkx Supplier prior to the date of termination if such redemption or use would require you to have access to your Membership Account;
3. any amount standing to the credit of your pirkx wallet on the date of such termination will be forfeit; and
4. we will delete your Membership Account.
9.8You are able to delete your Membership Account yourself at any time by using the relevant functionality on your Membership Account. If you choose to delete your Membership Account, your Membership will automatically terminate with effect from the date of this deletion.

10. YOUR ACCESS TO THE pirkx PLATFORM AND ONLINE SECURITY

10.1Your Membership Account is personal to you and you must not allow anyone else to access your Membership Account. If and when you access the pirkx Platform from a shared device, please therefore make sure that you always log out of your Membership Account when you leave the pirkx Platform.
10.2You must keep your pirkx password secure and confidential and not share this with anyone. The same applies to any other information that we may provide you with as part of our security procedures from time to time. If and when you choose your own password, please use a strong password and change your password on a regular basis to make it hard for someone else to use your Membership Account without your consent.
10.3Please let us know immediately at technicalsupport@pirkx.com if you become aware or suspect that anyone other than you knows, uses or has used your login details for your Membership Account.
10.4If we suspect that your login details are used by someone other than you we may:
1. temporarily or permanently disable your log in details; and/or
2. require you to change your password.
10.5Our pirkx tech team has put a lot of security measures in place to keep the pirkx Platform secure. However, we can nevertheless not guarantee that the pirkx Platform will be absolutely secure or free from any Virus or Vulnerabilities and you should protect any device you are using to access the pirkx Platform by using a suitable virus protection software.
10.6We require all pirkx Members to respect the security of the pirkx Platform and not to misuse it. Our Acceptable Use Policy includes details what this in practice means for you. If we have reasons to believe that you are in breach our Acceptable Use Policy, then we may without prejudice to any other rights or remedies:
1. immediately, temporarily or permanently suspend your access to the pirkx Platform;
2. if you are a Paid-For pirkx Member, notify the pirkx Corporate Member that is paying your Subscription Fees; and/or
3. immediately terminate your Membership.
10.7If you are a Paid-For pirkx Member and the pirkx Corporate Member that pays your Subscription Fees decides to no longer to do so you will need to apply to become a Self-Paid pirkx Member after expiry of your last Subscription Period as a Paid-For pirkx Member if you would like to continue having access to the pirkx Platform.

11. Personalised pirkx portals and your access to the same

11.1pirkx Corporate Members have the ability to create Personalised pirkx Portals on the pirkx Platform and to make these accessible to all or some of their Invited Members. In this case, the relevant pirkx Corporate Member can decide which Designated Membership Programmes are accessible to such Invited Members through the relevant Personalised pirkx Portal. A Personalised pirkx Portal can also give Invited Members access to certain additional text, information, data, images, links, audio or video material, features and third party services that are not part of pirkx Content, our Membership Services or Membership Programmes. Please note that all of these Personalised pirkx Portal Features are sourced entirely by, and are the sole responsibility of, the relevant pirkx Corporate Member. We do not screen Personalised pirkx Portal Features and accept no responsibility or liability for any Personalised pirkx Portal Features.
11.2If you are accessing the pirkx Platform through any Personalised pirkx Portal from time to time and the pirkx Corporate Member that has created such Personalised pirkx Portal either deletes the Personalised pirkx Portal, ceases to be a pirkx Corporate Member for any reason or simply decides to no longer give you access to the relevant Personalised pirkx Portal (which is entirely in the pirkx Corporate Member’s discretion) you will continue to have access to the pirkx Platform while you remain a pirkx Member, however, you will no longer be able to access the Personalised pirkx Portal and/or access or use any relevant Personalised pirkx Portal Features.

12. Availability of our pirkx Platform and links to other websites

12.1The pirkx Platform is provided via the internet and interruptions, delays and other technical problems are an inevitable element of the provision of any and all services via the internet. We cannot therefore guarantee, warrant or represent (whether implied or expressly) that the pirkx Platform, or any content on the pirkx Platform, will always be available or accessible or be uninterrupted.
12.2We reserve the right to suspend, withdraw or restrict the availability of all or any part of the pirkx Platform, for example for security, maintenance or operational reasons. If you experience any technical difficulties with the pirkx Platform please contact us by email on: technicalsupport@pirkx.com.
12.3Our pirkx Platform contains links to other websites and resources provided by third parties (including websites operated by our pirkx Suppliers). These links are provided for your information only and do not mean that we have approved the relevant linked websites or any information you may obtain from them. The responsibility for the operation and content of these websites rests solely with the authority or organisation identified as controlling the relevant website and will be governed by separate terms and conditions. We accept no responsibility for the security, content or privacy practices of such external websites.

13. Benefits

13.1All Membership Programmes and all individual Benefits are subject to availability. We work hard to give our pirkx Members access to a wide choice of attractive Benefits. However, we rely on our pirkx Suppliers to make these Benefits available and provide the underlying products or services to our pirkx Members. As a result, we cannot guarantee and we do not warrant or represent that any Membership Programme or individual Benefit (including for the avoidance of doubt any cash back offers) will always be available or that they will always be provided on the same terms.
13.2As the Benefits and/or the products or services that underly the Benefits are provided by our pirkx Suppliers, they are subject to the relevant Additional Terms and/or pirkx Supplier’s terms and conditions of supply. We do not make any warranty or representation as to the quality or suitability of any Benefits or pirkx Suppliers and we do not give you any advice in respect of the quality or suitability of a Benefit that is available through the pirkx Platform. We cannot be responsible for the pirkx Supplier’s performance of their obligations, including any losses or damage suffered by you as a result of the pirkx Supplier’s supply of products or services to you or their failure to supply or comply with applicable laws and regulations. If you are not satisfied with a pirkx Supplier’s service or product, please therefore contact the relevant pirkx Supplier in the first instance.
13.3As part of a Membership Programme we may from time to time provide you with the opportunity for you to be introduced to financial services products providers and the responsibility for the promotion and marketing, as well as the suitability of product sales will lie with them and not pirkx. Please refer all enquiries in respect of financial services products directly to the relevant product provider or insurer.
13.4The contents of our pirkx Platform do not override the governing documents of any plans that are issued directly to you from any insurance product provider. In line with financial services legislation and/or the insurance product provider’s terms and conditions there may be restrictions placed on policy eligibility for which we hold no responsibility. The insurance provider is and remains responsible for informing you of insurance policy terms and conditions as well as features, benefits, risk commitments, remuneration terms and statutory cancellation rights. We accept no responsibility for the suitability of insurance products which are introduced to you through the pirkx Platform.

14. pirkx Platform content and intellectual property rights

14.1The pirkx Content is not intended to amount to advice on which you should rely and is provided for general information purposes only. We try to update the pirkx Content published on the pirkx Platform from time to time, but we make no representations, warranties or guarantees, whether express or implied, that the pirkx Content is accurate, complete or up to date.
14.2Please note that any information and materials that are supplied by our pirkx Suppliers or by any pirkx Corporate Member and are published on the pirkx Platform (including in particular any Corporate Member Content) are not verified or approved by us, and that we cannot guarantee that any such information and materials is accurate, complete and/or up-to-date. If a pirkx Suppliers or pirkx Corporate Members expresses any views on the pirkx Platform, then such views do not represent our views or values.
14.3We are the owner (or the licensee) of all pirkx IPR. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
14.4Except as expressly stated in these Terms, these Terms do not grant you any licenses or rights in respect of any pirkx IPR. Please see our Acceptable Use Policy for details how you can use material published on the pirkx Platform and how we will use any content uploaded by you to the pirkx Platform from time to time.

15. Privacy, Data Protection and Cookies

pirkx is committed to protecting the privacy of your personal information. Our Privacy Policy and our Cookie Policy provide you with detailed information about how your personal information will be used by us and what are your rights in relation to your personal information.

16. Limitation of Liability

16.1This clause 16 sets out our entire financial liability (including our liability for the acts or omissions of our employees, officers, agents, sub-contractors and pirkx Suppliers) to you in respect of any breach of these Terms, any use made by you of our Corporate Membership Services, the pirkx Platform (including your Personalised pirkx Portals, if any) and/or any supporting documentation or any part of them, and any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.
16.2Nothing in this clause 16 shall operate to exclude or restrict pirkx' liability for:
1. death or personal injury resulting from its negligence;
2. fraud or fraudulent misrepresentation; or
3. any other liability which cannot be limited or excluded by applicable law.
16.3We shall not be liable on any basis, including without limitation in tort (including negligence or breach of statutory duty) contract, misrepresentation, restitution or otherwise for:
1. any loss or damage incurred as a result of third party claims;
2. any inaccuracies, errors or omissions in information on our Website or in the pirkx Platform and any use of or reliance on any content displayed on or given via the pirkx Platform or any related social media or third party sites;
3. use of third-party websites linked to our Website or pirkx Platform;
4. any unavailability or technical difficulties encountered in the use of the Website or pirkx Platform;
5. a virus or other technologically harmful material that may affect your system, computer or other hardware, software, data or other materials and which arises from your use of the pirkx Platform or your downloading of any content;
6. any loss or damage arising from the use of your credit or debit card on our website;
7. any delay in providing or failing to supply the Membership Services;
8. any loss of profits, loss of income, loss of business, loss of anticipated savings, loss of sales or turnover, loss of, or damage to reputation, loss of contract or commercial opportunities or loss of customers;
9. any indirect, consequential or pure economic loss, costs or damages, charges or expenses however characterised or described;
10. loss of use of any software or data, loss of use of any computer or other equipment or plant, wasted management or other staff time, (in each case whether direct or indirect); or
11. any losses arising out of or in relation to a Force Majeure Event.
16.4The entire aggregate liability of pirkx for any event or series of related events under or in connection with your Membership and/or our Membership Services, on any basis, including without limitation in tort (including negligence or breach of statutory duty), for breach of contract, misrepresentation or restitution, is limited to and will not exceed in any circumstance the total amount of Subscription Fees paid by you to us (or if you are a Paid-For pirkx Member, paid to us by the relevant pirkx Corporate Member on your behalf) in connection with your Membership during the twelve (12) month period immediately prior to the event that gives rise to the liability.
16.5We will have no liability to you on any basis, including without limitation in tort (including negligence or breach of statutory duty), under statute, restitution, or misrepresentation suffered or incurred by you and arising out of or in connection with any breach by us of these Terms or the termination of your pirkx Corporate Membership, unless you issue us with a written claim within six (6) months after the date of the relevant breach or termination.

17. Force Majeure

17.1Force majeure events are events that happen and are outside our reasonable control, for example they include without being limited to acts of God, natural disasters, adverse weather conditions, strikes and industrial action, compliance with any law or governmental order, rule, regulation or direction, cyber-attack, national or global epidemics or pandemics (whether or not Covid-19 related), non-performance of our suppliers or sub-contractors or interruption of utility services ("Force Majeure Events").
17.2Force Majeure Events are outside our reasonable control and we will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by such events. Our performance will be suspended for the period of time that the event occurs and we will have an extension of time for performance for the duration of that period of time. We will, of course, try to find a solution to help us to perform our obligations wherever possible.

18. Indemnification

18.1You agree to indemnify and hold us, our employees, officers, subsidiaries, affiliates, agents and pirkx Suppliers, harmless from all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:
1. your use of the pirkx Platform (including, without limitation, use of content in breach of third party terms and conditions);
2. the use of your Membership Account by any third party;
3. the violation of our Acceptable Use Policy by you; or
4. the infringement by you, or any third party using your Membership Account, of any pirkx IPR or any Intellectual Property Rights or other right of any person or entity.

19. If you think one of our pirkx suppliers has done a great job or think a benefit was or is particularly useful

We would love to hear from you if you think one of our pirkx Suppliers has done a great job or if any one of our Benefits was particularly useful to you. Please contact us at hello@pirkx.com in that case.

20. If there is a Problem

20.1If you do unfortunately have any issues relating to the use of our pirkx Platform or our Corporate Membership Services, please let our support team know. Their contact details are: +44 (0) 20 3963 2685 or technicalsupport@pirkx.com.
20.2If you have any issues relating to the any particular Benefit, please contact the relevant pirkx Supplier in the first instance. If such pirkx Supplier does not resolve the issue please let our support team know at hello@pirkx.com.
20.3If and when we reasonably believe that you have not followed these Terms (including for the avoidance of doubt our Acceptable Use Policy), we may take such action as we deem appropriate, including but not limited to:
1. if you are a Paid-For pirkx Member, disclosure of all relevant information to the pirkx Corporate Member that pays your Subscription Fees;
2. immediate, temporary or permanent suspension of your access to your pirkx Membership Account;
3. immediate termination of your Membership;
4. legal proceedings against you, including for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from your breach; and/or
5. disclosure of all relevant information to relevant law enforcement authorities, as we reasonably feel is necessary or as required by law.
20.4If we suspend your access to your Membership Account, you will not be able to redeem or use any Benefits obtained or purchased from a pirkx Supplier before the date of suspension if such redemption or use would require you to have access to your Membership Account.

21. Notices

21.1Any notice given under or in connection with these Terms shall be made in writing and sent by email:
1. in your case, to the email address set out in your Membership Account;
2. in our case, unless expressly stated otherwise in these Terms, to hello@pirkx.com.
21.2Any such notice shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 21.2 business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

22. General

22.1These Terms set out the entire agreement between you and us and supersedes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to their subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.
22.2We are permitted to transfer our rights and obligations under these Terms to another organisation, for example, if our business is transferred or merged with another company.
22.3These Terms are between you and us. No other person (other than an assignee under clause 22.2) shall have any rights to enforce any of these Terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
22.4If we fail to exercise or delay in exercising a right or remedy provided by the Terms or by law that does not mean we give up those or any other rights or remedies. We hereby expressly reserve the right to exercise those rights or remedies in the future.
22.5Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are void or unenforceable in whole or in part, then the remainder of the void or unenforceable paragraph or provision and all other paragraphs will remain in full force and effect.
22.6These Terms are governed by and construed in all respects in accordance with the laws of England and Wales. You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

Schedule 1

Definitions

Acceptable Use Policy	means the acceptable use policy set out in Schedule 2 to these Terms;
Additional Terms	means rules, terms and/or conditions of purchase or service that amend, modify or supplement these Terms, including but not limited to, for each Benefit, the terms and conditions of purchase or service of the relevant pirkx Supplier;
Benefit	means discounts, benefits, rewards, products or services procured by pirkx from pirkx Suppliers or created by pirkx and made available to pirkx Members via the pirkx Platform;
Business Day	any day other than Saturday, Sunday or a public holiday on which banks in England are open for business;
Content Standards	has the meaning given to it in our Acceptable Use Policy;
controller, processor, data subject, personal data, personal data breach, processing, and appropriate technical and organisational measures	in each case, has the meaning given to it in the UK Data Protection Legislation;
Corporate Member Content	means all text, information, data, graphics images, audio, video or other material in whatever medium or form incorporated by a pirkx Corporate member into such pirkx Corporate Member's Personalised pirkx Portal(s) from time to time;
Corporate Member Link	means any URL link added by a pirkx Corporate Member to its Personalised pirkx Portal(s) that leads or connects its Invited Members to such pirkx Corporate Member's HR system, payroll system, intranet, or other internal or third party services that such pirkx Corporate Member makes available to its relevant Invited Members from time to time as part of their contractual arrangements with the pirkx Corporate Member;
Corporate Membership Account	means the corporate membership account of a pirkx Corporate Member on the pirkx Platform;
Designated Membership Programmes	means the Membership Programmes and/or Benefits made available by a pirkx Corporate Member to its Invited Members through its Personalised pirkx Portal(s) from time to time, using the relevant functionalities of its Corporate Membership Account;
Force Majeure Event	has the meaning given to it in clause 17.1 of these Terms;
Initial Subscription Period	means the Subscription Period selected by a pirkx Member in his/her Membership Application Form or, where the pirkx Member is a Paid-For pirkx Member, means the Subscription Period first selected for the Paid-For pirkx Member by the relevant pirkx Corporate Member from time to time;
Intellectual Property Rights	means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, all other rights in the nature of copyright, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in compilations, database rights, rights in computer software, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Invited Member	means a private individual or UK Organisation that has been invited by a Corporate Member, through the functionalities of such Corporate Member's Corporate Membership Account, a Personalised pirkx URL or the pirkx API, to become a pirkx Member or pirkx Corporate Member, completes the relevant Membership Application Form and becomes a pirkx Member or pirkx Corporate Member;
Membership	means a subscription for our Membership Services;
Membership Account	means the membership account of a pirkx Member on the pirkx Platform;
Membership Application Form	means the online membership application form available on the Website from time to time;
Membership Plan	means any type of pirkx Membership made available by pirkx from time to time;
Membership Programme(s)	means the pirkx Health Programme, the pirkx Wealth Programme, the pirkx Recognition Programme, the pirkx Education Programme and the pirkx Social Programme and any other membership programmes that pirkx may make available to pirkx Members on the pirkx Platform from time to time;
Membership Services	means the provision of access to the relevant Membership Account and, through the same, the pirkx Platform and the Membership Programmes or Designated Membership Programmes, as the case may be;
Paid-For pirkx Member	means a pirkx Member whose Subscription Fees are paid by a pirkx Corporate Member;
Payment Processor	means GoCardless or Stripe or such other payment processor as pirkx may appoint from time to time;
Personalised pirkx Portal	means a personalised landing page on the pirkx Platform created by a pirkx Corporate Member using the functionalities of its Corporate Membership Account to which such pirkx Corporate Member’s designated Invited Members are directed when accessing the pirkx Platform;
Personalised pirkx Portal Features	means any Corporate Member Content or Corporate Member Link;
Personalised pirkx URL	means any personalised URL link that may be provided to a pirkx Corporate Member by pirkx from time to time;
pirkx API	any pirkx application programming interface made available by pirkx to a pirkx Corporate Member from time to time;
pirkx App	means the pirkx mobile application software available for download from time to time;
pirkx Content	means all text, information, data, software, executable code, images, audio, video or other material in whatever medium or form incorporated by pirkx into the pirkx Platform from time to time;
pirkx Corporate Member	means a UK Organisation that holds a paid up pirkx Corporate Membership;
pirkx IPR	means all Intellectual Property Rights in the pirkx App, the Website, the pirkx Platform, the Membership Programmes, the pirkx Content and in any other material published on the pirkx Platform from time to time;
pirkx Member	means a private individual who holds a paid up pirkx Membership;
pirkx Platform	means the Website and any other website, sub-domain and/or mobile application used by pirkx from time to time;
pirkx Supplier	means any third party allowed by pirkx to offer or provide goods and/or services to pirkx Members or pirkx Corporate Members via the pirkx Platform;
Privacy Policy	means the pirkx privacy policy, as amended varied or replaced from time to time;
Renewal Box	has the meaning given to it in clause 9.1 of these Terms;
Renewal Period	means each Subscription Period from time to time for which a pirkx Members renews his/her pirkx Membership (or in the case of a Paid-For pirkx Member, his/her pirkx Membership is renewed by the relevant Corporate Member) after the expiry of the Initial Subscription Period;
Self-Paid pirkx Member	means a pirkx Members who pays his/her Subscription Fees himself/herself;
Subscription Fees	means the charges payable by or for a pirkx Member for the continuation of his/her Membership for any relevant Subscription Period from time to time;
Subscription Period	means a 1, 3 or 12 months subscription period, as selected by a pirkx Member (and in the case of a Paid-For pirkx Member, as selected by the relevant pirkx Corporate Member) from time to time;
Terms	means these terms and conditions for pirkx Members, as amended from time to time;
UK Data Protection Legislation	all applicable data protection and privacy legislation in force from time to time in the United Kingdom including, insofar as directly applicable in the United Kingdom, the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003(SI 2003/2426), in each case as amended, extended and re-enacted from time to time in the United Kingdom;
UK Organisation	means a company, body corporate, partnership, limited liability partnership, association, charity, club, sole trader or other form of business organization being incorporated, registered or otherwise organized under the laws of England & Wales, Scotland or Northern Ireland and having its registered office (if any) and/or main place of business in the United Kingdom;
VAT	means value added tax;
Virus	means any thing or any device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience and that, in each case, has no legitimate purpose, including worms, trojan horses, viruses and other similar things or devices and "Viruses" shall be construed accordingly;
Vulnerability	means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term "Vulnerabilities" shall be construed accordingly;
Website	means www.pirkx.com;
you	means a prospective or existing pirkx Member.

Schedule 2

ACCEPTABLE USE POLICY

1.Using material published on the pirkx Platform

1.1Our reputation means a lot to us so you cannot do anything that would bring us or our name into disrepute or cause damage in any way to our reputation.
1.2If you print off, copy or download any part of the pirkx Platform in breach of this Acceptable Use Policy, we may in addition to exercising any of our rights under clause 20.3 of the Terms require you to return or destroy any copies of the materials you have made.
1.3You are not permitted to use our trade marks and trade names without our approval, unless they are part of the material you are using as permitted under the other provisions of this Acceptable Use Policy.
1.4If you would like to use any of the content available on the pirkx Platform (including but not limited to any photographs, logos, videos, designs or images), please contact us by email on: hello@pirkx.com.

2. Linking to the pirkx Platform

2.1pirkx Members may not link to our Website other than with our prior written consent and may not frame the pirkx Platform on any other site.
2.2If you would like to link to our pirkx Platform, please therefore contact hello@pirkx.com.

3. Prohibited Uses

3.1You may not use the pirkx Platform:
1. in any way that breaches any applicable local, national or international law or regulation;
2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
3. in any way that is not professional; and/or
4. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our Content Standards.
3.2You may also not:
1. disclose information that you do not have the legal right to disclose(such as confidential information of others);
2. copy, use, disclose or distribute any information obtained from the pirkx Platform, whether directly or through third parties (such as search engines), without the consent of pirkx;
3. violate Intellectual Property Rights or other rights of pirkx or other third parties;
4. introduce or permit to be introduced anything that contains Viruses, Vulnerabilities or any other harmful code;
5. attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the pirkx Platform;
6. take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
7. upload, transmit or send invalid data, Viruses or other software agents through the pirkx Platform;
8. create a false identity, impersonate another person or otherwise misrepresenting who you are or your affiliation with a person or entity;
9. create a Membership Account for anyone other than yourself;
10. use or attempt to use another person's Membership Account;
11. interfere with the proper working of the pirkx Platform;
12. attempt to copy, modify, duplicate create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the pirkx Platform in any form or media or by any means;
13. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to a form perceivable to a person, all or any part of the pirkx Platform;
14. access all or any part of the pirkx Platform in order to build a product orservice which competes with the pirkx Platform or the Membership Services or Membership Programmes;
15. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Membership Services, Membership Programmes or Benefits available to any third party;
16. attempt to obtain, or assist third parties in obtaining, access to the pirkx Platform other than as provided for under these Terms;
17. bypass the measures we may use to prevent or restrict access to the pirkx Platform;
18. override any security feature of the pirkx Platform;
19. interfere with the operation of, or place an unreasonable load on, the pirkx Platform (such as, spam, denial of service attack, or Viruses);
20. collect or harvest any personally-identifiable information, including user or account names, from the pirkx Platform;
21. use any portion of the pirkx Platform as a destination linked from any unsolicited bulk messages or unsolicited commercial messages;
22. solicit contact information or other personal information from pirkx Members or pirkx Corporate Members you do not know, without authorisation;
23. remove any copyright, trademark or other proprietary rights notices contained in or on the pirkx Platform; or
24. use the pirkx Platform for tasks that it is not intended for.

4. Content supplied by you

4.1You must comply with the content standards set out in this Acceptable Use Policy whenever you use any functionality on the pirkx Platform that allows you to upload content to the pirkx Platform.
4.2Any content that you upload to our pirkx Platform will be considered non-confidential and non-proprietary. You will retain all of your ownership rights in your content, but you are hereby granting us a world-wide, non-exclusive, royalty-free, irrevocable licence to use, store and copy that content and to distribute and make it available to third parties.
4.3If any third party should claim that any content posted or uploaded by you to the pirkx Platform constitutes a violation of their Intellectual Property Rights, or of their right to privacy, then we may need to disclose your identity and that of your Authorised Personnel to such third party and other parties. We will be careful in relation to any such disclosures but will do so if we believe that this is required under the applicable law or regulation.
4.4If you upload any material or content to the pirkx Platform that in our view does not comply with the Content Standards, then we have the right to remove such material or content as we see fit.

5. Content Standards

5.1The content standards set out below (Content Standards) apply to any and all material which you upload to our pirkx Platform, and to any interactive services we may make available on our pirkx Platform from time to time.
5.2All content uploaded by you must:
1. be accurate (where it states facts);
2. be genuinely held (where it states opinions); and
3. be lawful, which means it complies with the law applicable in England & Wales, Scotland and Northern Ireland.
5.3You must not submit any content that:
1. promotes sexually explicit material;
2. promotes violence;
3. promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
4. promotes or facilitates any illegal activity;
5. is harmful;
6. is defamatory of any person;
7. is obscene, offensive, hateful or inflammatory;
8. is likely to deceive any person;
9. is in contempt of court;
10. is threatening, abusive or invades another's privacy or publicity rights, or causes annoyance, inconvenience or needless anxiety;
11. is likely to harass, upset, embarrass, alarm or annoy any other person;
12. infringes any copyright, database right or trade mark of any other person;
13. impersonates any person, or misrepresents your identity or affiliation with any person;
14. advocates, promotes, incites or assists any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
15. contains a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism;
16. gives the impression that it emanates from us, if this is not the case;
17. contains any advertising or promotes any services or web links to other sites;
18. may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, a physical or mental illness; or
19. may create a risk of any other loss or damage to any person or property.

Schedule 3

Special Terms Applicable to the pirkx Health programme (GP) benefit and the pirkx Health programme (Counsellor) benefit

1. We will provide you with a phone number or other contact information that will direct you access to the medical services provided by our pirkx Supplier, BHSF. The scope of the BHSF medical services available as part of the pirkx Health Programme (GP) Benefit and/or the pirkx Health Programme (Counsellor) Benefit (BHSF Services) will be as set out on the pirkx Platform from time to time.

2. You acknowledge and agree that:

1. the BHSF Services will only be available to you and your eligible dependents, meaning spouses, civil partners, children under 16, dependent children over 16 and other eligible family members who reside at the same address as you (Eligible User).
2. we will not have access to any personal data you or any other Eligible User supply to BHSF in connection with the BHSF Services;
3. any data collected by BHSF and/or its medical staff, and/or any data generated by BHSF in connection with the use by you or any Eligible User of the BHSF Services will be held by BHSF in its capacity as data controller in relation to such data;
4. you will provide such information and cooperation as BHSF may reasonably require in connection with the provision of the BHSF Services;
5. access to and the use of the BHSF medical services will be subject to the acceptance by you and/or the relevant Eligible User of BHSF’s terms and conditions and such terms and conditions are Additional Terms for the purposes of these Terms; and
6. pirkx will not be liable for you for any delay, failure or improper performance by BHSF of the BHSF Services.

Schedule 4

Special Terms Applicable to the pirkx Frictionless cashback benefit

1.Frictionless Cashback is a cashback collection programme created by pirkx and made available to pirkx Members as an optional Benefit through the pirkx Platform so that they can collect earned cashback amounts on various purchases.

2.Frictionless Cashback allows you to earn cashback from designated pirkx Suppliers (Frictionless Cashback Suppliers) for purchases in accordance with a relevant Frictionless Cashback Supplier’s applicable terms from time to time. The amount of cashback will be automatically credited to your pirkx wallet following a qualifying purchase from a participating Frictionless Cashback Supplier. pirkx Frictionless Cashback Suppliers may change – you can find details of all participating Frictionless Cashback Suppliers from time to time on the Frictionless Cashback pages on the pirkx Platform.

3.In order to provide you with access to and use of the Frictionless Cashback Benefit, we are required to engage with the third party providers referred to in the remainder of this Schedule 4.

4.We engage with retailers who are Frictionless Cashback Suppliers through Network B Ltd (Network B) who collect the cashback payment due from the Frictionless Cashback Supplier and deliver it to your pirkx wallet. Network B is a company registered in England and Wales under company number 12347798. Its registered address is 124 Finchley Road, London, NW3 5JS. Network B will notify us of information that we use to identify relevant cashback transactions. We are not responsible for a failure, delay or error by a Frictionless Cashback Supplier or Network B notifying us of cashback to be credited or identifying information.

5.We arrange for People Value Limited (People Value) to issue and manage your pirkx wallet for you. People Value is a company registered in England and Wales under company number 04516741. Its registered office is at Victor House Wheatley Business Centre, Old London Road, Wheatley, Oxon, OX33 1XW. Use of your pirkx wallet and the services offered by People Value are subject to Additional Terms which People Value will tell you about and which you must agree to when you access your pirkx wallet. Please read these Additional Terms carefully as they may amend, modify or supplement these Terms.

6.We use data relating to your payment account(s) held by third party financial institutions (Open Banking) to help you to access automated and dynamic information on your spending activity linked to cashback payments. Open Banking services are provided to you directly by [Nordigen Solutions SIA Ltd1 (Nordigen), a Latvian registered company with its registered office at Gertrudes iela 44A, Riga, Latvia]. Nordigen is a licensed payment institution who is providing the regulated Account Information Service, supervised by the Latvian financial supervisory authority and registered in the register of licensed institutions in the Financial and Capital Market Commission. Nordigen allows you to send information on your payment accounts to us and other service providers, such as People Value. In order to use Nordigen’s Open Banking services, you will be asked to agree to their Terms of Service and Privacy Policy and will be redirected to your bank by Nordigen in order to authenticate yourself. The Terms of Service set out the terms on which you agree to Nordigen accessing information on your payment accounts for the purposes of transmitting that information to us. Nordigen is subject to UK and EU data protection laws and is required to treat your data in accordance with those laws, as well as the Terms of Service and Nordigen’s Privacy Policy. Nordigen is deemed authorised and regulated by the Financial Conduct Authority (Firm Reference Number: 935476). The nature and extent of consumer protections may differ from those for firms based in the UK. Details of the Temporary Permissions regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the Financial Conduct Authority’s website.

7.Nordigen will request your consent, as part of the connection process, to access your payment account(s) data using Open Banking and then share it with us so that we can perform reconciliations with Network B and People Value and calculate any amounts of cashback that may be owed to you. By using Frictionless Cashback, you expressly grant us the right, power and authority to access data from Nordigen such as personal data and possibly other data such as transactional data and process your information as reasonably necessary to offer Frictionless Cashback as a Benefit to you in accordance with these Terms and our Privacy Policy. You will need to renew Nordigen’s access to your payment account(s) periodically at least every 90 days by reconfirming your consent with Nordigen or by reauthenticating with your payment account provider. Without your reconfirmation or reauthentication (as applicable) at least every 90 days, Nordigen will be unable to continue accessing your data held by the payment account provider and you will no longer receive Frictionless Cashback as a Benefit.

8.Our role is limited to providing you with use of and access to the Frictionless Cashback Benefit via our pirkx Platform. pirkx is not a party to any transactions with Frictionless Cashback Suppliers and, as outlined in paragraph 2 of this Schedule 4, is not the seller or supplier of, and does not endorse, any of the goods or services that they make available under the Frictionless Cashback Benefit or any other Benefit. pirkx therefore does not have any legal obligations in relation to those goods or services. Further, pirkx never receives funds as intermediary between you, any pirkx Suppliers and People Value nor do we access your online banking facilities. pirkx is therefore not liable to you for any funds owed to you as part of the Frictionless Cashback Benefit. Qualifying transactions and all cashback payments are subject to all applicable legal rules and the terms and conditions (including booking requirements, cancellation restrictions, return conditions, warranties and limitations of liability) of the Frictionless Cashback Supplier.

pirkx TERMS AND CONDITIONS (for pirkx CORPORATE MEMBERS)

Last updated: 15 September 2021

Please read these Terms carefully before you apply for a corporate Membership and/or use the pirkx Platform.

1. Purpose of these Terms

If you are looking at these Terms, it likely means that:

A pirkx Member or pirkx Corporate Member has invited you to become a pirkx Corporate Member and you would like to accept this invitation and apply to become a pirkx Corporate Member;
You have otherwise heard about pirkx and would like to apply to become a pirkx Corporate Member; or
You already are a pirkx Corporate Member and would like to read the current version of the terms and conditions that apply to the pirkx Platform and your use of the Corporate Membership Services.

Either way, welcome (again) to pirkx!

These Terms explain who can become a pirkx Corporate Member, what you have to do to become a pirkx Corporate Member and the basis on which we make our pirkx Platform available, and provide our Corporate Membership Services, to pirkx Corporate Members from time to time.

We have given some words and expressions a specific meaning in these Terms. For example "Business Day" means "any day other than Saturday, Sunday or a public holiday on which banks in London are open for business". You can find a list of the relevant words and expressions and the meaning we have given to them at Schedule 1 of these Terms.

These Terms apply irrespective whether you access our pirkx Platform via the Website or via the pirkx App.

2. Who we are and what we do for pirkx corporate members

2.1The pirkx Platform is operated and the Corporate Membership Services are provided by pirkx Limited (pirkx, we, us, ours). We are a company registered in England and Wales under company number 11303113. Our registered office address is c/o Ground Floor 6 Queen Street Leeds West Yorkshire LS1 2TW.
Our VAT number is 303906230.
2.2Our aim is to give pirkx Members access to Benefits that we feel can really make a difference to their overall wellbeing. If we spot something that ticks all of our boxes, we arrange for the relevant pirkx Supplier to make the Benefit available to our pirkx Members through the pirkx Platform as part of one of our Membership Programmes.
2.3To that end, we give UK Organisations that are pirkx Corporate Members the ability, through the functionalities of their Corporate Membership Account, amongst others:
1. to invite their Workforce Members and/or their Clients to apply for a Membership and become a pirkx Member, either on the basis that the pirkx Corporate Member will pay the invitee's Subscription Fees (in which case the invitee can apply to become a Paid-For pirkx Member) or on the basis that the invitee will have to pay his/her Subscription Fees himself/herself (in which case the invitee can apply to become a Self-Paid pirkx Member);
2. to invite their Customers to apply to become a pirkx Corporate Member;
3. to create and administer Personalised pirkx Portals through which their Invited Members access our pirkx Platform; and
4. to add Personalised pirkx Portal Features to each Personalised pirkx Portal.
2.4Please note that:
1. when any Workforce Member, Client or Customer of a pirkx Corporate Member submits a completed Membership Application Form to us this constitutes an offer from him/her/it to us to become a pirkx Member or pirkx Corporate Member (as the case may be) and that we have no obligation to accept such offer and may reject any such application without explanation;
2. irrespective of whether the recipient of an invitation from a pirkx Corporate Member receives an invitation to become a Paid-For pirkx Member, a Self-Paid pirkx Member or pirkx Corporate Member, their application to become a pirkx Member or pirkx Corporate Member and our acceptance of the same will create an independent contractual relationship between us and the relevant Paid-For pirkx Member, Self-Paid pirkx Member or pirkx Corporate Member, governed by our Individual Member T&Cs (in the case of a pirkx Member) or these Terms (in the case of a pirkx Corporate Member); and
3. you must not, and will procure that your Authorised Personnel will not, use all or any part of the pirkx Platform or our Corporate Membership Services to provide commercial services to any third parties save as expressly agreed with us in writing, such agreement being in our entire discretion.
2.5We may occasionally come across products or services that we feel may be of interest to our pirkx Corporate Members (Corporate Benefits) and that we may therefore allow the relevant pirkx Supplier to make available to pirkx Corporate Members through the pirkx Platform. Corporate Benefits, if any, will be brought to your attention in your Corporate Membership Account.
2.6Please note that we will in that case give you access to such Corporate Benefits, but unless we expressly state otherwise at the relevant time, we do not actually supply the relevant Corporate Benefit or the underlying products or services to you. Our pirkx Suppliers do that. When a Corporate Benefit involves the purchase of a product or service, your purchase will therefore not be made from pirkx: it will made directly from the relevant pirkx Supplier and Additional Terms may apply. We do not make any warranty or representation as to the quality or suitability of any Corporate Benefits or pirkx Suppliers and we do not give you any advice in respect of the quality or suitability of a Corporate Benefit that is available through the pirkx Platform. We cannot be responsible for the pirkx Supplier's performance of their obligations, including any losses or damage suffered by you as a result of the pirkx Supplier's supply of products or services to you or their failure to supply or comply with applicable laws and regulations. If you are not satisfied with a pirkx Supplier's service or product, please therefore contact the relevant pirkx Supplier.
2.7pirkx is not regulated or authorised by the Financial Conduct Authority for the sales and marketing of financial services and insurance products. We may provide the opportunity for you to be introduced to financial services products providers and the responsibility for the promotion and marketing, as well as the suitability of product sales will lie with them and not pirkx. Please refer all enquiries in respect of financial services products directly to the relevant product provider or insurer.
2.8If you would like to get in touch with us or have any questions, please email us on hello@pirkx.com or call us on +44 (0) 20 3963 2685.
2.9If we have to contact you we will write to you at the email address you provided to us when you first applied for your Corporate Membership (as updated by you from time to time using the relevant functionality of your Corporate Membership Account).
2.10When we:
1. use the words "writing" or "written" in these Terms, this includes email; and
2. refer to pirkx' consent, authorisation or permission in these Terms, such consent, authorisation or permission will be in our entire discretion.

3. By applying for a corporate Membership and by using our pirkx Platform you accept these Terms

3.1By applying for a Corporate Membership, and by using our pirkx Platform, you confirm that you accept these Terms and you agree to follow the rules set out in these Terms, including the following additional documents:
1. our Acceptable Use Policy – this sets out what you can and cannot do, both on our pirkx Platform generally as well as with any information provided on our pirkx Platform, and certain requirements that apply to, amongst others, all Personalised pirkx Portal Features; and
2. our Privacy Policy – it provides you with information about how we use Shared User Data and Shared Personnel Data.
3.2If you do not agree with any of the above, you should not apply for a Corporate Membership or use our pirkx Platform.

4. Changes to these Terms and to our pirkx Platform

4.1You can find the date on which these Terms have come into effect above. We reserve the right to update and change our Terms at any time, for example to reflect changes in applicable laws and regulations. Any such changes will take effect immediately upon posting of the updated Terms on the pirkx Platform.
4.2We may also update and make changes to the pirkx Platform from time to time to make changes to our Membership Programmes, to update the pirkx Platform's functionalities (including the functionalities of your Corporate Membership Account) and/or to address our pirkx Members', pirkx Corporate Members' or pirkx Suppliers' needs.
4.3We will let you know in writing if we make any changes to these Terms that require any action from you.
4.4If you do not agree to any of the changes we make to from time to time, you should stop using the pirkx Platform. Otherwise, your continued use of the pirkx Platform after any such changes will constitute your acknowledgement and agreement to such changes.

5. Who can become a pirkx Corporate Member and how to become a pirkx corporate member

5.1If you would like to become a pirkx Corporate Member please complete and submit our Membership Application Form.
5.2In principle, any UK Organisation can become a pirkx Corporate Member. However, please note that the submission of a completed Membership Application Form constitutes an offer from you to us to become a pirkx Corporate Member and that we have no obligation to accept such offer. We may reject your application without explanation. We will inform as you soon as reasonably practicable by email to the email address you have provided in the Membership Application Form if we have decided to accept your offer.
5.3We reserve the right:
1. to undertake due diligence checks and background searches on you and/or contact you to confirm your identity, either when you first apply for a Corporate Membership or at any time thereafter while you are a pirkx Corporate Member; and
2. to immediately, temporarily or permanently suspend your access to the pirkx Platform and/or immediately terminate your Corporate Membership if we have reasonable grounds to believe that you are not a UK Organisation.
5.4It is very important for both you and us that you keep your details correct and up-to-date at all times so please make sure that you provide us with true, accurate and complete information when completing the online Membership Application Form. After you have become a pirkx Corporate Member please update the relevant information from time to time as necessary, using the relevant functionality of your Corporate Membership Account. If we become aware that any information you have provided us with in connection with your Corporate Membership or Corporate Membership Account is inaccurate, untrue or incomplete we may immediately, temporarily or permanently suspend or cancel your access to our pirkx Platform and/or terminate your Corporate Membership.

6. paying the subscription fees for invited members

6.1When you send an invitation to a Workforce Member or Client to become a pirkx Member you can opt to pay the Subscription Fees for the relevant Invited Member's pirkx Membership. Where you opt to do so, we will ask you to choose a Membership Plan and the applicable Initial Subscription Period for his/her pirkx Membership.
6.2Please visit our Website for details of the available Membership Plans, Subscription Periods and applicable Subscription Fees.
6.3By inviting a Workforce Member or Client to become a pirkx Member you warrant and represent to us that such invited Workforce Member or Client:
1. is at least 18 years old; and
2. resides in England, Wales, Scotland or Northern Ireland.
6.4Your Corporate Membership Account features an automatic renewal box (Renewal Box) for each Invited Member whose Subscription Fees you have opted to pay.
1. While the Renewal Box is ticked, the Invited Member's pirkx Membership will upon expiry of a Subscription Period automatically renew for the same Subscription Period (Renewal Period).
2. If you no longer wish to automatically renew an Invited Member's pirkx Membership from time to time, please let us know by unticking the Renewal Box. Please note that it will take 3 Business Days for this notice to take effect. If you untick the Renewal Box any later than 4 Business Days before the end of the Invited Member's then current Subscription Period, the relevant Invited Member's pirkx Membership will therefore automatically renew one more time (for the same Renewal Period) and payment of the relevant Subscription Fee will be taken from your account by direct debit or invoiced to you in the normal way.
6.5Unless expressly stated otherwise, all Subscription Fees are inclusive of VAT or any other similar tax which may be applicable.
6.6Subject to clause 6.7:
1. the Subscription Fee for the Initial Subscription Period and each subsequent Renewal Period from time to time is due and payable in advance on the first Business Day of the relevant Subscription Period; and
2. other than the Subscription Fee for the Initial Subscription Period (which is paid by credit card or debit card), all Subscription Fees are paid by direct debit.
6.7If you opt to pay the Subscription Fees for 200 or more Invited Members from time to time, we will upon written request invoice you for the Subscription Fees of your Invited Members in accordance with the provisions of this clause 6.7:
1. We will no later than the first Business Day of each calendar month (Current Month) provide you with an invoice for the Subscription Fees for the respective Renewal Period of all relevant Invited Members whose next Renewal Period is (on the basis of the information available to us on the last Business Day of the immediately preceding calendar month) due to commence at any time during the calendar month immediately following the Current Month (Following Month). Any invoice issued under this clause 6.7(a) will be due and payable on the last Business Day of the Current Month.
2. If you should at any time during a Current Month opt to pay the Subscription Fees of any additional Invited Members we will issue an additional invoice for the Subscription Fees of each such additional Invited Member to you (i) for his/her respective Initial Subscription Period as well as (ii) for his/her first Renewal Period if such Renewal Period is due to commence at any time during the Following Month. Any invoice issued under this clause 6.6(b) for the Subscription Fees for an Invited Member's Initial Subscription Period will be due and payable on receipt and any invoice issued under this clause 6.6(b) for the Subscription Fees for any Invited Member's first Renewal Period will be due and payable on the last Business Day of the relevant Current Month.
6.8Subscription Fees are non-refundable and we will not provide you with any refunds or credits if the Membership of any Invited Member is terminated by him/her, you or by us or if you or we terminate your Corporate Membership, in each case for any reason. This applies irrespective whether the termination takes effect at the end of, or at any time during, a Subscription Period.
6.9If you have opted to pay the Subscription Fees for an Invited Member and you fail to pay any applicable Subscription Fee from time to time when due, then we may without prejudice to any other rights or remedies:
1. immediately, temporarily or permanently suspend the Invited Member's access to the pirkx Platform;
2. immediately terminate the Invited Member's Membership;
3. immediately, temporarily or permanently suspend your access to the pirkx Platform; and/or
4. immediately terminate your Corporate Membership.
6.10We may change our Subscription Fees from time to time. If the Subscription Fees for the Membership Plan you have chosen for an Invited Member whose Subscription Fees you are paying change, then we will provide you with no less than 30 days' prior notice of the relevant change. You will be deemed to have received such notice on the later of the date on which we send the notice to the email address listed in your Corporate Membership Account or the date on which we post the relevant change on the pirkx Platform. Any change so notified to you will take effect on the date stated in the relevant notice or post.

7. How to terminate your pirkx corporate membership

7.1You can terminate your pirkx Corporate Membership at any time by giving us prior written notice to hello@pirkx.com, however, we recommend that you give us no less than 10 Business Days' notice if you have set up and are operating any Personalised pirkx Portal through which Invited Members access the pirkx Platform to make the changes that will result from the termination of your Corporate Membership less disruptive for them.
7.2We can terminate your Corporate Membership at any time by giving you prior written notice as follows:
1. no less than one calendar month if you have set up and operate any Personalised pirkx Portal with Personalised pirkx Portal Features through which Invited Members access the pirkx Platform; and
2. no less than ten (10) Business Days in all other cases.
7.3Without affecting any other right or remedy available to us or you, either you or we may terminate your Corporate Membership with immediate effect by giving written notice to the other if:
1. the other commits a material breach of any provision of these Terms (other than clauses 6.5 and 6.6) and (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified in writing to do so;
2. the other repeatedly breaches any of the provisions of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Terms;
3. the other suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
4. the other commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
5. the other applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other (being a company);
7. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other (being a company, partnership or limited liability partnership);
8. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
9. a person becomes entitled to appoint a receiver over all or any of the assets of the other or a receiver is appointed over all or any of the assets of the other;
10. a creditor or encumbrancer of the other attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other's assets and such attachment or process is not discharged within 14 days;
11. the other suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
12. the other's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to these Terms is in jeopardy.
7.4If your Corporate Membership terminates for any reason:
1. you will immediately pay to us all outstanding unpaid amounts and in respect of any Subscription Fees that we have not invoiced under clause 6.6 yet or Set-up Services we have supplied but for which we have not submitted an invoice yet, we may submit an invoice which shall be payable immediately on receipt;
2. all and any licenses granted by pirkx to you pursuant to these Terms will terminate immediately;
3. any API License granted to you by us will terminate immediately;
4. you will immediately cease to have access to the pirkx Platform, your Corporate Membership Account and your Personalised pirkx Portals (if any);
5. your Invited Members will cease to have access to your Personalised pirkx Portals (if any);
6. your Personalised pirkx Portals (if any), will be deleted; and
7. we will delete your Corporate Membership Account.
7.5If you pay the Subscription Fees for the pirkx Membership of any of your Invited Members at the time your Corporate Membership terminates, the relevant Invited Members will continue to have access to their Membership Account and the pirkx Platform for the remainder of the paid for Subscription Period during which the termination of your Corporate Membership occurs and then have the option to become a Self-Paid pirkx Member, should they so wish.
7.6You are able to delete your Corporate Membership Account yourself at any time by using the relevant functionality on your Corporate Membership Account. If you choose to delete your Corporate Membership Account, your Corporate Membership will automatically terminate with effect from the date of the deletion.
7.7On termination of your Corporate Membership the following provisions of these Terms will continue in force: clause 7.4, this clause 7.7, clause 12, clause 13, clause 14, clause 16, clause 19.1, clause 19.6 and clause 19.7.

8. Our services

8.1Our Corporate Membership Services are provided free of charge. We cannot promise that this will never change, however, if it does we will give you no less than 2 months' advance notice.
8.2We are sometimes asked by a pirkx Corporate Member to assist with the set up and creation of their Personalised pirkx Portals and/or with the integration of our pirkx Platform with their systems, whether through the use of the pirkx API, a Personalised pirkx URL or otherwise (Set-up Services). Please contact us by email to hello@pirkx.com if would are interested in any Set-Up Services and we will let you know whether we can help as well as confirm any charges that will apply in this regard. If we should agree to make the pirkx API available to you we will do so on the basis of the API Licence.
8.3We will exercise reasonable skill and care in providing the Corporate Membership Services and any Set-Up Services we may agree in writing to provide to you from time to time.
8.4In consideration of the provision of the Corporate Membership Services and the Set-Up Services (if any) you agree to provide us with all necessary co-operation and all information and assistance that we may reasonably request from you to enable us to provide the Corporate Membership Services and any relevant Set-Up Services from time to time.

9. Your Access to the pirkx Platform and online security

9.1You must not allow or suffer anyone to access and/or use your Corporate Membership Account other than your Authorised Personnel.
9.2You must provide us with all assistance that we may reasonably require to enable us to verify your relevant Authorised Personnel's authority to access your Corporate Membership Account and use the Corporate Membership Services.
9.3You must keep, and procure that your Authorised Personnel keep, your/their password secure and confidential and not share this with anyone else. The same applies to any other information that we may provide you with as part of our security procedures from time to time. Where you/your Authorised Personnel are able to choose your/their own password, strong passwords must be used and changed no less frequently than every two months.
9.4Please let us know immediately at technicalsupport@pirkx.com if you become aware or suspect that anyone other than you knows or has used your or any of your Authorised Personnel's login details for your Corporate Membership Account.
9.5If we suspect that your or any of your Authorised Personnel's login details are used by someone other than you or your Authorised Personnel we may:
1. temporarily or permanently disable such login details; and/or
2. require you/them to change all relevant passwords.
9.6Our pirkx tech team has put a lot of security measures in place to keep the pirkx Platform secure. However, we can nevertheless not guarantee that the pirkx Platform will be absolutely secure or free from Viruses or Vulnerabilities and you should protect your Corporate Member Systems by putting in place appropriate security measures, including virus protection software.
9.7We require all pirkx Corporate Members and their Authorised Personnel to respect the security of the pirkx Platform and not to misuse it. Our Acceptable Use Policy includes details what this means in practice. If we have reasons to believe that you or your Authorised Personnel are in breach our Acceptable Use Policy, then we may without prejudice to any other rights or remedies:
1. delete any Personalised pirkx Portal Features you and/or your Authorised Personnel have uploaded to the pirkx Platform in breach of our Acceptable Use Policy;
2. immediately, temporarily or permanently suspend your and/or your Authorised Personnels' and/or your Invited Members' access to your Personalised pirkx Portal(s) and/or the pirkx Platform; and/or
3. immediately terminate your Corporate Membership.
9.8You will be responsible for ensuring the compliance by your Authorised Personnel with these Terms and will be responsible for any breach by your Authorised Personnel of the same.

10. Personalised pirkx Portals

10.1As a pirkx Corporate Member you have the ability to create Personalised pirkx Portals on the pirkx Platform, using the functionalities of your Corporate Membership Account.
10.2The functionalities of your Corporate Membership Account allow you to either make all of our Membership Programmes and/or Benefits accessible to your Invited Members or only a personalised selection of the same (for example, because you already provide other similar benefit to them).
10.3You also have the ability to
1. upload Corporate Member Content; and
2. add Corporate Member Links
  to your Personalised pirkx Portal(s).
10.4You must obtain our prior written consent (such consent being in our entire discretion) if you wish to add any Personalised pirkx Portal Features
1. that are subject to financial services or any other regulation; or
2. that directly compete with any Membership Programmes or Benefits that you have elected to make accessible to your Invited Members through your Personalised pirkx Portals as part of your selected Designated Membership Programmes.
10.5Please note that while we reserve the right to do so at any time, we do not normally screen Personalised pirkx Portals or Personalised pirkx Portal Features so they are your sole responsibility and we do not accept any responsibility or liability in this regard, either to you or to your Invited Members.
10.6You warrant to us that all Personalised pirkx Portal Features comply with out Acceptable Use Policy, including but not limited to our Content Standards.

11. Availability of the pirkx Platform and links to other websites

11.1The pirkx Platform is provided via the internet and interruptions, delays and other technical problems are an inevitable element of the provision of any and all services via the internet. We cannot therefore guarantee, warrant or represent (whether implied or expressly) that the pirkx Platform, the Corporate Membership Services or any content on the pirkx Platform (including any Personalised pirkx Portals), will always be available or accessible or be uninterrupted.
11.2We reserve the right to suspend, withdraw or restrict the availability of all or any part of the pirkx Platform (including for the avoidance of doubt any Personalised pirkx Portal), for example for security, maintenance or operational reasons. If you experience any technical difficulties with the pirkx Platform please contact us by email on: technicalsupport@pirkx.com.
11.3Our pirkx Platform contains links to other websites and resources provided by third parties (including websites operated by our pirkx Suppliers). These links are provided for your information only and do not mean that we have approved the relevant linked websites or any information you may obtain from them. The responsibility for the operation and content of these websites rests solely with the authority or organisation identified as controlling the relevant website and will be governed by separate terms and conditions. We accept no responsibility for the security, content or privacy practices of such external websites.

12. pirkx Platform content and intellectual property rights

12.1The pirkx Content is not intended to amount to advice on which you should rely and is provided for general information purposes only. We try to update the pirkx Content published on the pirkx Platform from time to time, but we make no representations, warranties or guarantees, whether express or implied, that the pirkx Content is accurate, complete or up to date.
12.2Please note that any information and materials that are supplied by our pirkx Suppliers and are published on the pirkx Platform are not verified or approved by us, and that we cannot guarantee that any such information and materials is accurate, complete and/or up-to-date. If a pirkx Suppliers expresses any views on the pirkx Platform, then such views do not represent our views or values.
12.3We are the owner (or the licensee) of all pirkx IPR. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
12.4Except as expressly stated in these Terms, these Terms do not grant you any licenses or rights in respect of any pirkx IPR.
12.5In relation to all Personalised pirkx Portal Features:
1. you and your licensors retain ownership of all Intellectual Property Rights in the Personalised pirkx Portal Features; and
2. you grant us a non-exclusive, royalty-free, irrevocable, transferable licence (i) to copy, modify and use the Personalised pirkx Portal Features for the purpose of providing the Corporate Membership Services to you and (ii) to make these Personalised pirkx Portal Features available to your Invited Members.

13. Data Protection

13.1This clause 13 is in addition to and does not relieve, remove, or replace, either our or your obligations, responsibilities, or rights under relevant UK Data Protection Legislation.
13.2You shall not, and shall procure that your Authorised Personnel shall not, unless agreed otherwise with pirkx, disclose any personal data to us other than the Shared User Data.
13.3During the period between addition by you of the Shared User Data to the pirkx Platform and the acceptance by an Invited Member of the Individual T&Cs or these Terms (as the case may be) we shall process such Shared User Data as a data processor on your behalf in accordance with clause 13.8 and shall only use such Shared User Data for the purpose of creation and activation of the relevant Invited Member's Membership Account or Corporate Membership Account, as the case may be.
13.4You acknowledge that upon acceptance by an Invited Member of the Individual Member T&Cs or these Terms an independent contractual relationship will arise between pirkx and such Invited Member, and that pirkx will be an independent data controller in relation to any Shared User Data and any other personal data that such Invited Member may provide to pirkx from time to time, as pirkx will independently determine the purposes and the manner in which pirkx will process such personal data, including but not limited to, the processing for the purpose of pirkx compliance with its contractual obligations to such Invited Member as set out in our Privacy Policy.
13.5You also acknowledge that pirkx will be an independent data controller in relation to any Shared Personnel Data that you may provide to pirkx in connection with your Corporate Membership.
13.6You consent to (and shall procure all required consents, from your Authorised Personnel and Invited Members, in respect of), all actions taken by us in connection with the processing of Shared User Data and Shared Personnel Data provided these are in compliance with the then current version of our Privacy Policy.
13.7Without prejudice to the generality of clause 13.1, you will ensure that you have all appropriate consents (where necessary) and notices (or other legitimate grounds pursuant to applicable Data Protection Laws) in place to enable the lawful transfer of the Shared User Data and the Shared Personnel Data to pirkx for the purposes set out in these Terms. Where you rely on legitimate interests as the lawful basis of processing, you confirm that where necessary you have carried out an appropriate legitimate interests assessment.
13.8Each you and we agree to provide, at the other's cost, such assistance as is reasonably required to enable the other to comply with requests from data subjects to exercise their rights under the UK Data Protection Legislation within the time limits imposed by the UK Data Protection Legislation.
13.9To the extent that we processes any Shared User Data as a data processor on your behalf in the course of providing the Corporate Membership Services, we shall in relation to any Shared User Data processed by us as processor in the course of the provision of the Corporate Membership Services:
1. process that Shared User Data only as is strictly necessary to provide the Corporate Membership Services and on your instructions unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to pirkx and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) (Applicable Laws) to process such personal data. Where we are relying on Applicable Laws as the basis for processing such Shared User Data, we shall notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you. We shall inform you if, in our opinion, your instructions infringe Applicable Laws;
2. put in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Shared User Data and against accidental loss or destruction of, or damage to, Shared User Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Shared User Data, ensuring confidentiality, integrity, availability and resilience of our systems and services, ensuring that availability of and access to Shared User Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by us);
3. ensure that all personnel who have access to and/or process such personal data are obliged to keep the Shared User Data confidential;
4. assist you insofar as this is possible (taking into account the nature of the processing and the information available to us), at your cost and upon your written request, in ensuring your compliance with your obligations under the UK Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
5. notify you in writing without undue delay on becoming aware of a personal data breach concerning the Shared User Data;
6. following your written request, delete the relevant Shared User Data and copies thereof to you on termination of your Corporate Membership unless we are required by Applicable Laws to continue to process that Shared User Data. For the purposes of this clause Shared User Data shall be considered deleted where it is put beyond further use by us; and
7. maintain records to demonstrate our compliance with this clause 13.

14. Limitation of Liability

14.1This clause 16 sets out our entire financial liability (including our liability for the acts or omissions of our employees, officers, agents, sub-contractors and pirkx Suppliers) to you in respect of any breach of these Terms, any use made by you of our Corporate Membership Services, the pirkx Platform (including your Personalised pirkx Portals, if any) and/or any supporting documentation or any part of them, and any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.
14.2Nothing in this clause shall operate to exclude or restrict pirkx' liability for:
1. death or personal injury resulting from its negligence;
2. fraud or fraudulent misrepresentation; or
3. any other liability which cannot be limited or excluded by applicable law.
14.3We shall not be liable on any basis, including without limitation in tort (including negligence or breach of statutory duty) contract, misrepresentation, restitution or otherwise for:
1. any loss or damage incurred as a result of third party claims;
2. any inaccuracies, errors or omissions in information on our Website or in the pirkx Platform and any use of or reliance on any content displayed on or given via the pirkx Platform or any related social media or third party sites;
3. use of third-party websites linked to our Website or pirkx Platform;
4. any unavailability or technical difficulties encountered in the use of the Website or pirkx Platform;
5. a Virus or other technologically harmful material that may affect your system, computer or other hardware, software, data or other materials and which arises from your use of the pirkx Platform or your downloading of any content;
6. any loss or damage arising from the use of your credit or debit card on our pirkx Platform;
7. any delay in providing the Corporate Membership Services or Set-Up Services;
8. any loss of profits, loss of income, loss of business, loss of anticipated savings, loss of sales or turnover, loss of, or damage to reputation, loss of contract or commercial opportunities or loss of customers;
9. any indirect, consequential or pure economic loss, costs or damages, charges or expenses however characterised or described;
10. loss of use of any software or data, loss of use of any computer or other equipment or plant, wasted management or other staff time, (in each case whether direct or indirect); or
11. any losses arising out of or in relation to a Force Majeure Event.
14.4The entire aggregate liability of pirkx under these Terms or in connection with your Corporate Membership and/or our Corporate Membership Services or Set-Up Services and/or your use of the pirkx Platform, on any basis, including without limitation in tort (including negligence or breach of statutory duty), for breach of contract, misrepresentation or restitution, is limited to and will not exceed in any circumstance the total amount of £ 1,000.
14.5We will have no liability to you on any basis, including without limitation in tort (including negligence or breach of statutory duty), under statute, restitution, or misrepresentation suffered or incurred by you and arising out of or in connection with any breach by us of these Terms or the termination of your pirkx Corporate Membership, unless you issue us with a written claim within six (6) months after the date of the relevant breach or termination.

15. Force Majeure

15.1Force majeure events are events that happen and are outside our reasonable control, for example they include without being limited to acts of God, natural disasters, adverse weather conditions, strikes and industrial action, compliance with any law or governmental order, rule, regulation or direction, cyber-attack, national or global epidemics or pandemics (whether or not Covid-19 related), non-performance of our suppliers or sub-contractors or interruption of utility services (Force Majeure Events).
15.2Force Majeure Events are outside our reasonable control and we will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by such events. Our performance will be suspended for the period of time that the event occurs and we will have an extension of time for performance for the duration of that period of time. We will, of course, try to find a solution to help us to perform our obligations wherever possible.

16. Indemnification

16.1You agree to indemnify and hold us, our employees, officers, subsidiaries, affiliates, agents and pirkx Suppliers, harmless from all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:
1. your Personalised pirkx Portal(s) and/or any Personalised pirkx Portal Features;
2. the use of your Corporate Membership Account by any third party,
3. the violation of our Acceptable Use Policy by you or your Authorised Personnel;
4. your breach of the provisions of clause 13; or
5. the infringement by you, your Authorised Personnel or any third party using your Corporate Membership Account, of any pirkx IPR or of any Intellectual Property Rights or other right of any person or entity.

17. If there is a Problem

17.1If you do unfortunately have any issues relating to the use of our pirkx Platform or our Corporate Membership Services, please let our support team know. Their contact details are: +44 (0) 20 3963 2685 or technicalsupport@pirkx.com.
17.2If and when we reasonably believe that you have not followed these Terms (including for the avoidance of doubt our Acceptable Use Policy), we may take such action as we deem appropriate, including but not limited to:
1. immediate, temporary or permanent suspension your and/or your Authorised Personnel's access to our pirkx Platform;
2. termination of your Corporate Membership in accordance with these Terms; and/or
3. disclosure of all relevant information to relevant law enforcement authorities (for example if we believe that a breach of our Acceptable Use Policy by your Authorised Personnel constitutes a criminal offence), as we reasonably feel is necessary or as required by law.

18. Notices

18.1Any notice and communication given to us or you under or in connection with these Terms shall be in writing and shall be sent by email to, in our case, the email address set out in these Terms and, in your case, the email address set out in your Corporate Membership Account.
18.2Any notice or communication shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 18.2, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
18.3This clause 18 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

19. General

19.1These Terms set out the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to their subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.
19.2Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute you or us the agent of the other, or authorise you or us to make or enter into any commitments for or on behalf of any other party.
19.3We may transfer our rights and obligations under these Terms to another organisation, for example, if our business is transferred or merged with another company.
19.4These Terms are between you and us. No other person (other than an assignee under clause 19.3) shall have any rights to enforce any of these Terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
19.5If we fail to exercise or delay in exercising a right or remedy provided by the Terms or by law it does not mean we give up those or any other rights or remedies. We reserve the right to exercise those rights or remedies in the future.
19.6Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are void or unenforceable in whole or in part, the remainder of the void or unenforceable clause or provision and all other clauses will remain in full force and effect.
19.7These Terms are governed by and construed in all respects in accordance with the laws of England and Wales. You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

Schedule 1

Definitions

Acceptable Use Policy	means the acceptable use policy set out in Schedule 2 to these Terms;
Additional Terms	means rules, terms and/or conditions of purchase or service that amend, modify or supplement these Terms, including but not limited to, for each Benefit, the terms and conditions of purchase or service of the relevant pirkx Supplier;
API Call	means each call from the Corporate Member Application via the pirkx API to interact with the pirkx Platform;
API Feedback	means all current and future suggestions, comments or other feedback regarding the pirkx API or API Data provided by or on behalf of a pirkx Corporate Member;
API License	means a license on the terms set out in Schedule 3;
Authorised Personnel	means the employees, officers or other representatives of a pirkx Corporate Member who have been authorised by such pirkx Corporate Member to access and administer its Corporate Membership Account from time to time;
Benefit	means discounts, benefits, rewards, products or services procured by pirkx from pirkx Suppliers or created by pirkx and made available to pirkx Members via the pirkx Platform;
Business Day	any day other than Saturday, Sunday or a public holiday on which banks in London are open for business;
Client	means a private individual who purchases good or services from a pirkx Corporate Member from time to time;
Content Standards	has the meaning given to it in our Acceptable Use Policy;
controller, processor, data subject, personal data, personal data breach, processing, and appropriate technical and organisational measures	in each case, has the meaning given to it in the Data Protection Legislation;
Corporate Benefit(s)	has the meaning given to it in clause 2.5 of these Terms;
Corporate Member Content	means all text, information, data, graphics images, audio, video or other material in whatever medium or form incorporated by a pirkx Corporate member into such pirkx Corporate Member's Personalised pirkx Portal(s) from time to time;
Corporate Member Link	means any URL link added by a pirkx Corporate Member to its Personalised pirkx Portal that leads or connects its Invited Members to such pirkx Corporate Member's HR system, payroll system, intranet, or other internal or third party services that such pirkx Corporate Member makes available to its relevant Invited Members from time to time as part of their contractual arrangements with the pirkx Corporate Member;
Corporate Member System	means the Corporate Member Application (if applicable) and all network and information systems (including any hardware, software and other infrastructure) and processes operated by or on behalf of a pirkx Corporate Member that are used to access the pirkx API (if applicable), make an API Call (if applicable) or otherwise access, communicate or interact with the pirkx Platform;
Corporate Membership	means a subscription for pirkx Corporate Membership Services;
Corporate Membership Account	means the corporate membership account of a pirkx Corporate Member on the pirkx Platform;
Corporate Membership Services	means access to the relevant Corporate Membership Account and its available functionalities from time to time;
Customer	means any UK Organisation that purchases good or services from a pirkx Corporate Member from time to time;
Data Protection Legislation	means the UK Data Protection Legislation and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
Designated Membership Programmes	means the Membership Programmes and/or Benefits made available by a pirkx Corporate Member to its Invited Members through its Personalised pirkx Portal(s) from time to time, using the relevant functionalities of its Corporate Membership Account;
Force Majeure Event	has the meaning given to it in clause 15.1 of these Terms;
Individual Member T&Cs	means mean pirkx' terms and conditions for pirkx Members from time to time;
Initial Subscription Period	means the Subscription Period selected by a pirkx Member in his/her Membership Application Form or, where the pirkx Member is a Paid-For pirkx Member, means the Subscription Period first selected for the Paid-For pirkx Member by the relevant pirkx Corporate Member from time to time;
Intellectual Property Rights	means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, all other rights in the nature of copyright, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in compilations, database rights, rights in computer software, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Invited Member	means a private individual or UK Organisation that has been invited by a Corporate Member, through the functionalities of such Corporate Member's Corporate Membership Account, a Personalised pirkx URL or the pirkx API, to become a pirkx Member or pirkx Corporate Member, completes the relevant Membership Application Form and becomes a pirkx Member or pirkx Corporate Member;
Maintenance Release	means a release of the pirkx API that corrects faults, adds functionality or otherwise amends or upgrades the pirkx API;
Membership	means a subscription for our Membership Services;
Membership Account	means the membership account of a pirkx Member on the pirkx Platform;
Membership Application Form	means the online membership application form available on the Website from time to time;
Membership Plan	means any type of pirkx Membership made available by pirkx from time to time;
Membership Programme(s)	means the pirkx Health Programme, the pirkx Wealth Programme, the pirkx Recognition Programme, the pirkx Education Programme and the pirkx Social Programme and any other membership programmes that pirkx may make available to pirkx Members on the pirkx Platform from time to time;
Membership Services	means the provision of access to the relevant Membership Account and, through the same, the pirkx Platform and the Membership Programmes or Designated Membership Programmes, as the case may be;
Paid-For pirkx Member	means a pirkx Member whose Subscription Fees are paid by a pirkx Corporate Member;
Personalised pirkx Portal	means a personalised landing page on the pirkx Platform to which a pirkx Corporate Member's relevant Invited Members are directed when accessing the pirkx Platform;
Personalised pirkx Portal Features	means any Corporate Member Content or Corporate Member Link;
Personalised pirkx URL	means any personalised URL link that may be provided to a pirkx Corporate Member by pirkx from time to time;
pirkx API	any pirkx application programming interface made available by pirkx to a pirkx Corporate Member from time to time, as may be updated from time to time by incorporation of a Maintenance Release or API Feedback;
pirkx App	means the pirkx mobile application software available for download from time to time;
pirkx Content	means all text, information, data, software, executable code, images, audio, video or other material in whatever medium or form incorporated by pirkx into the pirkx Platform from time to time;
pirkx Corporate Member	means a UK Organisation that holds a paid up pirkx Corporate Membership;
pirkx IPR	means all Intellectual Property Rights in the pirkx App, the Website, the pirkx Platform, the Membership Programmes, the pirkx Content and in any other material published on the pirkx Platform from time to time;
pirkx Member	means a private individual who holds a paid up pirkx Membership;
pirkx Platform	means the Website and any other website, sub-domain and/or mobile application used by pirkx from time to time;
pirkx Supplier	means any third party allowed by pirkx to offer or provide goods and/or services to pirkx Members or pirkx Corporate Members via the pirkx Platform;
Privacy Policy	means the pirkx privacy policy, as amended varied or replaced from time to time;
Renewal Box	has the meaning given to it in clause 6.3 of these Terms;
Renewal Period	means each Subscription Period from time to time for which a pirkx Members renews his/her pirkx Membership (or in the case of a Paid-For pirkx Member, his/her pirkx Membership is renewed by the relevant Corporate Member) after the expiry of the Initial Subscription Period;
Self-Paid pirkx Member	means a pirkx Members who pays his/her Subscription Fees himself/herself;
Set Up Services	has the meaning given it in clause 8.2 of these Terms;
Shared Personnel Data	means means the names and email addresses of Authorised Personnel which are shared between a pirkx Corporate Member and pirkx in connection with the provision of the Corporate Membership Services;
Shared User Data	means means the names and email addresses of Paid-For pirkx Members and Invited Members which are shared between a pirkx Corporate Member and pirkx in connection with the provision of the Corporate Membership Services;
Subscription Fees	means the charges payable by or for a pirkx Member for the continuation of his/her Membership for any relevant Subscription Period from time to time;
Subscription Period	means a 3, 6 or 12 months subscription period, as selected by a pirkx Member (and in the case of a Paid-For pirkx Member, as selected by the relevant pirkx Corporate Member) from time to time;
Terms	means these terms and conditions for pirkx Corporate Members, as amended from time to time;
UK Data Protection Legislation	all applicable data protection and privacy legislation in force from time to time in the UK including, insofar as directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003(SI 2003/2426), in each case as amended, extended and re-enacted from time to time in the UK;
UK Organisation	means a company, body corporate, partnership, limited liability partnership, association, charity, club, sole trader or other form of business organization being incorporated, registered or otherwise organized under the laws of England & Wales, Scotland or Northern Ireland and having its registered office (if any) and/or main place of business in the United Kingdom;
VAT	means value added tax;
Virus	any thing or any device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience and that, in each case, has no legitimate purpose, including worms, trojan horses, viruses and other similar things or devices and "Viruses" shall be construed accordingly;
Vulnerability	means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term "Vulnerabilities" shall be construed accordingly;
Website	means www.pirkx.com;
Workforce Member	means a private individual who is part of a pirkx Corporate Member's organisation from time to time, whether as employee, worker, self-employed contractor, member or otherwise (other than a Client);
you	means a prospective or existing pirkx Corporate Member.

Schedule 2

ACCEPTABLE USE POLICY

1.Using material published on the pirkx Platform

1.1Except as expressly stated in these Terms, these terms do not grant you any licenses or rights in respect of the pirkx IPR.
1.2Our reputation means a lot to us so you cannot do anything that would bring us or our name into disrepute or cause damage in any way to our reputation.
1.3If you print off, copy or download any part of the pirkx Platform in breach of this Acceptable Use Policy, we may in addition to exercising any of our rights under clause 17.2 of the Terms require you to return or destroy any copies of the materials you have made.
1.4You are not permitted to use our trade marks and trade names without our approval, unless they are part of the material you are using as permitted under the other provisions of this Acceptable Use Policy.
1.5If you would like to use any of the content available on the pirkx Platform (including but not limited to any photographs, logos, videos, designs or images), please contact us by email on: hello@pirkx.com.

2. Linking to the pirkx Platform

2.1pirkx Corporate Members may not link to our Website other than with our prior written consent and may not frame our pirkx Platform on any other site.
2.2If you would like to link to our pirkx Platform, please therefore contact hello@pirkx.com.

3. Prohibited Uses

3.1You may not use the pirkx Platform:
1. in any way that breaches any applicable local, national or international law or regulation;
2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
3. in any way that is not professional; and/or
4. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our Content Standards.
3.2You may also not:
1. disclose information that you do not have the consent to disclose (such as confidential information of others);
2. copy, use, disclose or distribute any information obtained from the pirkx Platform, whether directly or through third parties (such as search engines), without the consent of pirkx;
3. violate Intellectual Property Rights or other rights of pirkx or other third parties;
4. introduce or permit to be introduced anything that contains software Viruses, Vulnerabilities or any other harmful code;
5. attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the pirkx Platform;
6. take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
7. upload, transmit or send invalid data, Viruses or other software agents through the pirkx Platform;
8. create a false identity, impersonate another person or otherwise misrepresenting who you are or your affiliation with a person or entity;
9. create a Membership Account or Corporate Membership Account for anyone other than yourself;
10. use or attempt to use another person's Membership Account or Corporate Membership Account;
11. interfere with the proper working of the pirkx Platform;
12. attempt to copy, modify, duplicate create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the pirkx Platform in any form or media or by any means;
13. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to a form perceivable to a person, all or any part of the pirkx Platform;
14. access all or any part of the pirkx Platform in order to build a product or service which competes with the pirkx Platform or the Corporate Membership Services, Membership Services or Membership Programmes;
15. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Membership Services available to any third party;
16. attempt to obtain, or assist third parties in obtaining, access to the pirkx Platform other than as provided for under these Terms;
17. bypass the measures we may use to prevent or restrict access to the pirkx Platform;
18. override any security feature of the pirkx Platform;
19. interfere with the operation of, or place an unreasonable load on, the pirkx Platform (such as, spam, denial of service attack, or viruses);
20. collect or harvest any personally-identifiable information, including user or account names, from the pirkx Platform;
21. use any portion of the pirkx Platform as a destination linked from any unsolicited bulk messages or unsolicited commercial messages;
22. solicit contact information or other personal information from pirkx Members or pirkx Corporate Members you do not know, without authorisation;
23. remove any copyright, trademark or other proprietary rights notices contained in or on the pirkx Platform; or
24. use the pirkx Platform for tasks that it is not intended for.

4. Content supplied by you

4.1You and your Authorised Personnel must comply with the content standards set out in this Acceptable Use Policy whenever you/they use any functionality on the pirkx Platform that allows you/them to upload content to the pirkx Platform.
4.2Any content that you upload to our pirkx Platform will be considered non-confidential and non-proprietary. You will retain all of your ownership rights in your content, but you are hereby granting us a world-wide, non-exclusive, royalty-free, transferable licence to use, store and copy that content and to distribute and make it available to your Invited Members in the case of Personalised pirkx Portal Features and to third parties generally in all other cases.
4.3If any third party should claim that any content posted or uploaded by you to the pirkx Platform constitutes a violation of their Intellectual Property Rights, or of their right to privacy, then we may need to disclose your identity and/or that of your Authorised Personnel to such third party and other parties. We will be careful in relation to any such disclosures but will do so if we believe that this is required under the applicable law or regulation.
4.4If you upload any material or content to the pirkx Platform that in our view does not comply with the Content Standards, then we have the right to remove such material or content as we see fit.

5. Content Standards

5.1The content standards set out below (Content Standards) apply to any and all material which you upload to our pirkx Platform (including for the avoidance of doubt any Personalised pirkx Portal Features), and to any interactive services we may make available on our pirkx Platform from time to time.
5.2All content uploaded by you must:
1. be accurate (where it states facts);
2. be genuinely held (where it states opinions); and
3. be lawful, which means it complies with the law applicable in England & Wales, Scotland and Northern Ireland.
5.3You must not submit any content that:
1. promotes sexually explicit material;
2. promotes violence;
3. promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
4. promotes or facilitates any illegal activity;
5. is harmful;
6. is defamatory of any person;
7. is obscene, offensive, hateful or inflammatory;
8. is likely to deceive any person;
9. is in contempt of court;
10. is threatening, abusive or invades another's privacy or publicity rights, or causes annoyance, inconvenience or needless anxiety;
11. is likely to harass, upset, embarrass, alarm or annoy any other person;
12. infringes any copyright, database right or trade mark of any other person;
13. impersonates any person, or misrepresents your identity or affiliation with any person;
14. advocates, promotes, incites or assists any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
15. contains a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism;
16. gives the impression that it emanates from us, if this is not the case;
17. contains any advertising or promotes any services or web links to other sites;
18. may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, a physical or mental illness; or
19. may create a risk of any other loss or damage to any person or property.

Schedule 3

PIRKX API LICENSE

Parties

(1) pirkx Limited, company number 11303113, of c/o Ground Floor 6 Queen Street Leeds West Yorkshire LS1 2TW. (pirkx)

(2) The pirkx Corporate Member to whom pirkx has agreed in writing to licence the pirkx API (pirkx Corporate Member)

BACKGROUND

(A) pirkx wishes to grant, and the pirkx Corporate Member wishes to enjoy, the rights set out in clause 2.1, in relation to the pirkx API and API Data, subject to the terms of this license agreement.

Agreed terms

1. Interpretation

1.1The definitions and rules of interpretation in this clause apply in this licence.
1. API Call: each call from a Corporate Member Application via the pirkx API to interact with the pirkx Platform.
2. API Data: all data published or made available through the pirkx API, along with any related metadata.
3. API Documentation: means the API documentation made available to the pirkx Corporate Member by pirkx from time to time.
4. API End Users: the Authorised API Users, together with any other individuals (such as the pirkx Corporate Member's employees, contractors, or agents) whom the pirkx Corporate Member enables to use or access the pirkx API.
5. API Fee: means the license fee payable by the pirkx Corporate Member to pirkx under clause 6.
6. API Feedback: all current and future suggestions, comments or other feedback regarding the pirkx API or API Data provided by or on behalf of the pirkx Corporate Member.
7. API Key: the security key pirkx makes available for the pirkx Corporate Member to access the API.
8. API Usage Data: has the meaning given in clause 8.2.
9. Authorised API Users: any users authorised by pirkx in writing to access the pirkx API on behalf of the pirkx Corporate Member via the API Key.
10. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
11. Corporate Member Application: any applications developed by, or on behalf of, the pirkx Corporate Member to interact with the pirkx API.
12. Corporate Membership Account: the corporate membership account of the pirkx Corporate Member on the pirkx Platform.
13. Corporate Member System(s): the Corporate Member Application, together with any other network and information systems (including any hardware, software and other infrastructure) and processes operated by or on behalf of the pirkx Corporate Member that is used to access the pirkx API, make an API Call or otherwise communicate or interact with the pirkx Platform.
14. Derived Data: data created by the pirkx Corporate Member or an API End User, now or in future, which has benefited from, derived from, relied on or made any use of, the pirkx API or API Data (including, without limitation, where the pirkx Corporate Member or API End User has created data by modifying, re-formatting, analysing or performing searches, look ups and/or enquiries using the pirkx API or API Data).
15. Effective Date: the date on which pirkx agrees in writing to license the pirkx API to the pirkx Corporate Member, following the relevant pirkx Corporate Member's request to that effect.
16. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, all other rights in the nature of copyright, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in compilations, database rights, rights in computer software, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
17. Maintenance Release: a release of the pirkx API that corrects faults, adds functionality or otherwise amends or upgrades the pirkx API.
18. pirkx API: the application programming interface described in the API Documentation as each may be updated from time to time by incorporation of a Maintenance Release or API Feedback.
19. pirkx Platform: the website located at www.pirkx.com and any other website or sub-domain used by pirkx from time to time.
20. Release Purpose: those purposes for which the pirkx API and API Data can be used, being to interface with the pirkx Platform and to request and display API Data to API End Users on the Corporate Member Systems.
21. Security Standards: the security standards notified by pirkx to the pirkx Corporate Member in writing from time to time.
22. UK Data Protection Legislation: the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data as may be amended from time to time.
23. Virus: any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
24. Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
1.2Clause, Schedule and paragraph headings shall not affect the interpretation of this license agreement.
1.3Unless expressly stated otherwise, or the context otherwise requires:
1. words in the singular shall include the plural and in the plural shall include the singular;
2. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
3. a reference to one gender shall include a reference to the other genders; and
4. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.4In the case of conflict or ambiguity between any provision contained in the body of this license agreement and any provision contained in the schedules, appendices or annexes, the provision in the body of this license agreement shall take precedence.
1.5A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
1.6References to clauses are to the clauses of this license agreement.

2. Licence

2.1In consideration of the API Fee paid by the pirkx Corporate Member to pirkx, receipt of which pirkx hereby acknowledges, pirkx grants to the pirkx Corporate Member a non-exclusive licence during the term of the license agreement:
1. for the Authorised API Users to access the pirkx API solely for the purposes of:
  1. internally developing the Corporate Member Application that will communicate and interoperate with pirkx Platform for the Release Purpose;
  2. making API Calls; and
2. to display the API Data received from the pirkx API, within the Corporate Member Application for the Release Purpose.
2.2The pirkx Corporate Member's sole means of accessing the pirkx API, for the purposes of clause 2.1, shall be via the API Key.
2.3In relation to the scope of use set out in clause 2.1 the pirkx Corporate Member may not:
1. remove any proprietary notices from the pirkx API or API Data;
2. use the pirkx API or API Data in any manner or for any purpose that infringes, misappropriates, or otherwise infringes any Intellectual Property Right or other right of any person, or that violates any applicable law;
3. design or permit the Corporate Member Application to disable, override, or otherwise interfere with any pirkx-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
4. use the pirkx API, including in the Corporate Member Application, to replicate or attempt to replace the user experience of the pirkx Platform;
5. attempt to cloak or conceal the pirkx Corporate Member's identity or the identity of the Corporate Member Application when requesting authorisation to use the pirkx API or making an API Call;
6. except to the extent expressly permitted under this clause 2, the pirkx Corporate Member shall not (and shall ensure each API End User does not):
  1. combine or integrate the pirkx API or API Data with any software, technology, services, or materials not approved in advance by pirkx;
  2. pass or allow access to the pirkx API or API Data to any third party;
  3. access all or any part of any the pirkx API or API Data to build a product and/or service which competes with the API or the goods or services provided by pirkx (or any part of it); or
  4. commercially exploit, sell, license or distribute any pirkx API or API Data or any products and/or services incorporating the results retrieved using the pirkx API or via an API Call.
2.4Except as expressly stated in this clause 2, the pirkx Corporate Member has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the pirkx API or the pirkx Platform, in whole or in part (except to the extent that applicable law overrides this provision or any part hereof).
2.5The pirkx Corporate Member shall not use the pirkx API or API Data other than as specified in this clause 2 without the prior written consent of pirkx.
2.6Without prejudice to its other rights and remedies under this license agreement, should the pirkx Corporate Member use the pirkx API or API Data other than as specified in this clause 2 without the prior written consent of pirkx, the Supplier may, in its sole discretion terminate this license agreement, or suspend the pirkx Corporate Member's access and use to the pirkx API and the API Data, on written notice with immediate effect.
2.7pirkx shall be entitled to suspend the pirkx Corporate Member's access to, and use of, the pirkx API and the API Data under clause 2.6 until such time as the breach is remedied to pirkx' reasonable satisfaction.

3. pirkx Corporate Member responsibilities

3.1The pirkx Corporate Member may not share the API Key with any third party, must keep the API Key and all log-in information secure, and must use the API Key as the pirkx Corporate Member's sole means of accessing the pirkx API. The API Key may be replaced at any time by pirkx on notice to the pirkx Corporate Member.
3.2The pirkx Corporate Member shall:
1. ensure that the number of API End Users does not exceed the number of Authorised API Users specified by pirkx from time to time;
2. without affecting its other obligations under this license agreement, comply with all applicable laws and regulations with respect to its activities under this license agreement;
3. carry out all of its responsibilities set out in this license agreement in a timely and efficient manner. In the event of any delays in the pirkx Corporate Member's provision of such assistance as agreed by the parties, pirkx may adjust any agreed timetable or delivery schedule as reasonably necessary;
4. keep a complete and accurate record of:
  1. it's API End Users;
  2. its development of the Corporate Member Application;
  3. its use of the pirkx API and API Data;
  4. its other obligations under this license agreement, and produce such records to pirkx on request from time to time; and
5. notify pirkx as soon as it becomes aware of any unauthorised use of the pirkx API or API Data by any person.
3.3Subject to clause 11.3, the pirkx Corporate Member is responsible and liable for all uses of the pirkx API resulting from access provided by the pirkx Corporate Member, directly or indirectly, whether such access or use is permitted by or in breach of this license agreement, including use with any Corporate Member Application or third-party software. Without limiting the generality of the foregoing, the pirkx Corporate Member is responsible for all acts and omissions of API End Users in connection with the Corporate Member Application and their use of the pirkx API and API Data, if any. Any act or omission by an API End User that would constitute a breach of this license agreement if taken by the pirkx Corporate Member will be deemed a breach of this license agreement by the pirkx Corporate Member. The pirkx Corporate Member shall take reasonable efforts to make all API End Users aware of this license agreement's provisions as applicable to such API End Users and shall cause API End Users to comply with such provisions.
3.4The pirkx Corporate Member shall monitor the use of the pirkx API for any activity that breaches applicable laws, rules, and regulations or any terms and conditions of this license agreement, including any fraudulent, inappropriate, or potentially harmful behaviour, and promptly restrict any offending users of the Corporate Member Application from further use of the Corporate Member Application.

4. Maintenance releases

4.1pirkx may make Maintenance Releases available to the pirkx Corporate Member from time to time.
4.2The pirkx Corporate Member is required to make any change to the Corporate Member Application that is required for integration as a result of such Maintenance Release at the pirkx Corporate Member's sole cost and expense as soon as reasonably practicable after receipt.

5. API Feedback

5.1The pirkx Corporate Member may, in its discretion, provide API Feedback to pirkx, but pirkx shall not be obliged to take any action in response to the API Feedback.
5.2API Feedback, even if marked confidential, will not create any confidentiality obligations on pirkx unless pirkx has otherwise agreed in writing, signed by an authorised signatory of pirkx.
5.3Without prejudice to its other rights and remedies (including under this license agreement), pirkx will be free to use, disclose, reproduce, distribute, implement in the pirkx Platform or pirkx API and otherwise commercialise all API Feedback provided by the pirkx Corporate Member without obligation or restriction of any kind, and the pirkx Corporate Member hereby waives all rights to be compensated or seek compensation for the API Feedback and will ensure that any relevant moral rights are waived.

6. API Fees

6.1The pirkx Corporate Member shall to pirkx a license fee of £ 1 (receipt of which is hereby confirmed by pirkx) and such other license fees as parties may agree in writing from time to time.
6.2All sums payable under this licence are exclusive of VAT, for which the pirkx Corporate Member shall be responsible.

7. Confidentiality and publicity

7.1The pirkx Corporate Member shall, during the term of this license agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this license agreement) nor without the prior written consent of pirkx disclose to any third party (except its professional advisers or as may be required by any law or any legal or regulatory authority) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to the pirkx Corporate Member from pirkx and which relates to pirkx, unless that information is public knowledge or already known to the pirkx Corporate Member at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of the pirkx Corporate Member from a third party.
7.2For the avoidance of doubt the pirkx API, the API Data and the API Key shall be considered the confidential information pirkx for the purposes of this license agreement.

8. Data protection

8.1Both parties will comply with all applicable requirements of the UK Data Protection Legislation. This clause 8. is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the UK Data Protection Legislation.
8.2pirkx may collect certain information about the pirkx Corporate Member and its personnel, representatives and agents, including API End Users, in connection with this license agreement, as set out in the then-current version of pirkx' privacy policy, available at www.pirkx.com (API Usage Data). This may include information collected through the pirkx API or the pirkx Platform. By entering into this license agreement, and accessing, using, and providing information to or through the pirkx API or pirkx Platform, the pirkx Corporate Member consents, and shall procure all required consents from its personnel, representatives and agents (including API End Users) to all actions taken by pirkx with respect to the API Usage Data in compliance with the then-current version of pirkx privacy policy, available at www.pirkx.com. In the event of any inconsistency or conflict between the terms of the then-current privacy policy and this license agreement, the privacy policy will take precedence.
8.3The parties acknowledge that the API Usage Data is processed by pirkx as a controller for the purposes of the UK Data Protection Legislation.
8.4Without prejudice to the generality of clause 8.1 the pirkx Corporate Member will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any personal data (including API Usage Data) to pirkx for the duration and purposes of this license agreement so that pirkx may lawfully use, process and transfer this data in accordance with this license agreement; including in relation to the role outlined in clause 8.3.

9. Systems and security

9.1The pirkx Corporate Member:
1. is responsible for the operation and security of the Corporate Member Systems and the Corporate Member Application;
2. shall ensure that the Corporate Member System and the Corporate Member Application comply with any relevant specifications provided by pirkx from time to time; and
3. shall be, to the extent permitted by law and except as otherwise expressly provided in this license agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from the Corporate Member System and the Corporate Member Application to the pirkx Platform, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the pirkx Corporate Member's network connections or telecommunications links or caused by the internet.
4. will take reasonable steps to:
  1. secure the pirkx API, the API Data, the pirkx Marks and the API Key (including all copies thereof) from infringement, misappropriation, theft, misuse of unauthorised access; and
  2. prevent the introduction of any Virus or Vulnerability into the pirkx network and information systems (including the pirkx Platform), via the pirkx Corporate Member's (or API End User's) use of the pirkx API, the API Key or otherwise.
9.2The pirkx Corporate Member must adhere to the Security Standards.

10. pirkx warranties

10.1pirkx:
1. does not warrant that:
  1. the pirkx Corporate Member's use of the pirkx API will be uninterrupted or error-free;
  2. the pirkx API and/or the API Data obtained by the pirkx Corporate Member through the pirkx API will meet the pirkx Corporate Member's requirements; or
  3. the pirkx API or the API Data will be free from Vulnerabilities or Viruses;
2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the pirkx Corporate Member acknowledges that the pirkx API and API Data may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
10.2This license agreement shall not prevent pirkx from entering into similar license agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this license agreement.

11. Limits of liability

11.1Except as expressly and specifically provided in this license agreement:
1. the pirkx Corporate Member assumes sole responsibility for results obtained from the use of the pirkx API and the API Data by the pirkx Corporate Member, and for conclusions drawn from such use. pirkx shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to pirkx by the pirkx Corporate Member in connection with the pirkx API, or any actions taken by pirkx at the pirkx Corporate Member's direction;
2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this license agreement; and
3. the pirkx API and the API Data are provided to the pirkx Corporate Member on an "as is" basis.
11.2Except as expressly stated in clause 11.3:
1. pirkx shall not in any circumstances have any liability for any losses or damages which may be suffered by the pirkx Corporate Member (or any person claiming under or through the pirkx Corporate Member), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
  1. special damage even if pirkx was aware of the circumstances in which such special damage could arise;
  2. loss of profits;
  3. loss of anticipated savings;
  4. loss of business opportunity;
  5. loss of goodwill;
  6. loss or corruption of data,
    provided that this clause 11.2(a) shall not prevent claims for loss of or damage to the pirkx Corporate Member's tangible property that fall within the terms of clause 11.2(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 11.2(a); and
2. the total liability of pirkx, whether in contract, tort (including negligence) or otherwise in connection with this licence agreement, shall in no circumstances exceed a sum equal to the higher of (i) £ 1,000 and the (ii) the aggregate API Fees paid during the 12 months preceding the date on which the claim arose.
11.3The exclusions in clause 11.1 and clause 11.2 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:
1. death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
2. fraud or fraudulent misrepresentation;
3. breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
4. any other liability which may not be excluded by law.
11.4All references to "pirkx" in this clasue 11 shall, for the purposes of this clause and clause 20 only, be treated as including all employees, subcontractors and suppliers of pirkx, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 20.

12. Intellectual property rights

12.1All rights, title and interest in any Derived Data and API Feedback shall vest in pirkx on creation. The pirkx Corporate Member hereby assigns to pirkx absolutely with full title guarantee all right, title and interest in and to the Derived Data and API Feedback including:
1. the entire copyright and all other rights in the nature of copyright subsisting in the Derived Data and the API Feedback;
2. any database right subsisting in the Derived Data and the API Feedback;
3. all other rights in the Derived Data and the API Feedback of whatever nature, including Intellectual Property Rights, whether now known or created in the future, to which the pirkx Corporate Member is now, or at any time after the date of this license agreement may be, entitled by virtue of the laws in force in the United Kingdom;
4. the absolute entitlement to any registrations granted pursuant to any of the applications comprised in the Derived Data and the API Feedback;
  in each case for the whole term including any renewals, reversions, revivals and extensions and together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these assigned rights, whether occurring before, on, or after the date of this license agreement.
12.2The pirkx Corporate Member will promptly notify pirkx if the pirkx Corporate Member becomes aware of any infringement of any Intellectual Property Rights in the pirkx API, API Data, Derived Data or API Feedback and will fully co-operate with pirkx in any legal action taken by pirkx to enforce pirkx' Intellectual Property Rights.
12.3The pirkx Corporate Member acknowledges that all Intellectual Property Rights in the pirkx API, API Data, Derived Data and API Feedback belong and shall belong to pirkx, and the pirkx Corporate Member shall have no rights in or to the same other than the right to use it in accordance with the terms of this license agreement.

13. Duration and termination

13.1Unless terminated earlier in accordance with its terms, this license agreement shall commence on the Effective Date and shall continue in force until:
1. terminated by either Party giving the other Party no less than 1 month prior written notice of such termination; or
2. otherwise terminated in accordance with the provisions of this license agreement.
13.2This license agreement will automatically terminate on the date on which the pirkx Corporate Member ceases to be a pirkx Corporate Member, for any reason.
13.3Without affecting any other right or remedy available to it, either party may terminate this license agreement with immediate effect by giving written notice to the other party if:
1. the other party commits a material breach of any other term of this license agreement and (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified in writing to do so;
2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
4. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
5. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
6. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
7. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
8. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
9. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 13.3(b) to 13.3(i) (inclusive);
11. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
12. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this license agreement is in jeopardy.
13.4Any provision of this license agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this license agreement shall remain in full force and effect.
13.5Termination or expiry of this license agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the license agreement which existed at or before the date of termination or expiry.
13.6On termination for any reason:
1. all rights granted to the pirkx Corporate Member under this licence shall cease;
2. the pirkx Corporate Member shall cease all activities authorised by this licence; and
3. the pirkx Corporate Member shall upon written request by pirkx immediately delete or return to pirkx (at pirkx' option) all copies of the pirkx API, API Data and Derived Data then in its possession, custody or control and, in the case of deletion, certify to pirkx that it has done so.
13.7Any provision of this license agreement which expressly or by implication is intended to come into or continue in force on or after termination of this license agreement including clause 1, clause 7, clause 8, clause 10, clause 11 and clause 13.

14. Sub-licensing

14.1The pirkx Corporate Member shall not:
1. sub-license, assign or novate the benefit or burden of this license agreement in whole or in part;
2. allow the pirkx API or API Data or Derived Data to become the subject of any charge, lien or encumbrance; and
3. deal in any other manner with any or all of its rights and obligations under this license agreement,
  without the prior written consent of pirkx, such consent not to be unreasonably withheld or delayed.
14.2pirkx may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the pirkx Corporate Member.
14.3Each party confirms it is acting on its own behalf and not for the benefit of any other person.

15. Waiver

No failure or delay by a party to exercise any right or remedy provided under this license agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy, unless such waiver is set out in writing and signed by the waiving party (or its authorised representative). No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16. Remedies

Except as expressly provided in this license agreement, the rights and remedies provided under this license agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17. Entire agreement

17.1This license agreement contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
17.2Each party acknowledges that, in entering into this licence it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this licence or not) (Representation) other than as expressly set out in this licence.
17.3Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract.
17.4Nothing in this clause shall limit or exclude any liability for fraud.

18. Variation

No variation of this license agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19. Severance

19.1If any provision or part-provision of this license agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this license agreement.
19.2If any provision or part-provision of this license agreement is deemed deleted under clause 19.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

20. Third Party Rights

20.1The entities and persons referred to in clause 11.4 may enforce the terms of clause 10 and clause 11 to the fullest extent permitted by law as if they were a party to this license agreement, subject to and in accordance with this clause 20, this license agreement and the Contracts (Rights of Third Parties) Act 1999.
20.2Except as provided in clause 20.1, a person who is not a party to this license agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this license agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
20.3The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this license agreement are not subject to the consent of any person that is not a party to this license agreement.

21. No partnership or agency

21.1Nothing in this license agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
21.2Each party confirms it is acting on its own behalf and not for the benefit of any other person.

22. Force majeure

Neither party shall be in breach of this license agreement nor liable for delay in performing, or failure to perform, any of its obligations under this license agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this license agreement by giving 10 days' written notice to the affected party.

23. Notices

23.1Any notice given to a party under or in connection with this license agreement shall be in writing and shall be:
1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
2. sent by email:
  1. in the pirkx Corporate Member's case, to the email address last recorded in its Corporate Membership Account; and
  2. in pirkx' case, to hello@pirkx.com.
23.2Any notice shall be deemed to have been received:
1. if delivered by hand, at the time the notice is left at the proper address;
2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting, and
3. if sent by email, at the time of transmission or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 23.2, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
23.3This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

24. Governing law and jurisdiction

24.1This license agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this license agreement or its subject matter or formation (including non-contractual disputes or claims).