The parties agree to the terms set out below:
- In relation to the Promotional Services: the Retailer must keep the tracking feature enabled at all times during the Term. In the event that this is disabled, Airtime may provide its monthly reports in relation to Qualifying Transactions and the Fees; Airtime will have in place arrangements with Visa, MasterCard and open banking providers to allow it to monitor and identify Qualifying Transactions; the parties will comply with all applicable laws, and cooperate on all matters relating to the Promotional Services, including responding promptly to any requests for instructions or approvals; the Retailer will provide Airtime with all materials, logos, images, documents, information and items necessary, required and / or requested in relation to the Promotional Services (the Materials) (along with a licence to use the same), in a timely manner, and will ensure that the same are accurate and complete. In relation to the Materials, the Retailer warrants that the receipt and use of the same will not infringe the rights of any third party, and will indemnify Airtime against all losses, liabilities, costs, expenses and damages arising out of or in connection with a breach of the same; the Retailer will obtain and maintain all licences, consents and permissions that are necessary to enable Airtime to provide the Promotional Services; and if the Retailer does not cooperate with Airtime (including by providing it with the relevant information requested), Airtime will not be able to provide the Promotional Services and will not be in breach of any arrangement or liable as a result of the same.
- The Retailer consents to Airtime tracking the Qualifying Transactions at the MIDs (being unique identifying codes issued by the Retailer’s card payment acquirer in order to identify locations and points of sale in the Retailer’s stores and website) (in full or in part) and will provide Airtime with a complete list of all MIDs within its portfolio on or before the Activation Date (and notify it immediately of any updates to the same). Airtime may, at any time, ask the relevant provider for a list of all MIDs and, in the event that any additional MIDs are identified, the same will be included within scope of the Promotional Services (with the CPA being payable in relation Qualifying Transactions at the same) from the time that Airtime becomes aware of such additional MIDs.
- Airtime may also terminate the arrangements under this IO if: the Retailer fails to pay any Fees to Affiliate on the due date for payment; and / or Airtime ceases to be able to receive the data regarding Qualifying Transactions, including because the Retailer’s arrangements with the relevant payment card processor expires, or terminates, and the Retailer fails to put in place any replacement arrangements for the provision of data regarding Qualifying Transactions.
- General These terms constitute the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relating to its subject matter. No party other than a party to these terms shall have the right to enforce any of its terms, and no variation of these terms shall be effective unless it is in writing and signed by authorised representatives of each of the parties. Where there is a conflict between these terms and the Agreement, these terms will prevail.
- Governing Law & Jurisdiction
These terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms or its subject matter or formation.
