Flux Retailer Terms & Conditions

Dated January 2022

These terms and conditions apply to the services available via merchants.tryflux.com (“the Portal”), and together with the Portal Terms of Use set out the terms and conditions of the agreement between the parties (this “Agreement”).

If there is any conflict between any of the provisions of this Agreement, the conflicting provisions shall take precedence in the following order (highest priority first): these Flux Retailer Terms and Conditions and then the Flux Portal Terms of Use.

These terms and conditions apply between you, the company listed by you in the registration portion of the Portal account creation (“you”) and Flux Systems Limited a company incorporated and registered in England and Wales with company number 09882195 whose registered office is at Flux, 1 Morecambe Avenue, Caversham, Reading, RG4 7NL (“Flux” and “we”and “us”) as set out below. Flux is authorised and regulated by the Financial Conduct Authority as an account information service provider, under firm reference number 791567.

Any capitalised words used in this Agreement are defined in Appendix 1 or, within the body of the terms.

  1. Flux Services

    1. From the Effective Date, and subject to you creating an account on the Portal and agreeing to and complying with both the Portal Terms of Use and the Flux Retailer Terms and Conditions, we will make the Receipts Service available to you in accordance with the terms of this Agreement. In order to receive the Receipts Service, you must provide the Retailer Data to us via integration (whether this integration be by point of sales systems or another method) and you acknowledge that the provision of the Receipts Service and our associated obligations are subject to successful integration and the relevant banks providing the appropriate data in a timely fashion.
    2. In addition to the Receipts Service, Flux also provides the Offers Service and the Insights Service as further set out in clauses 2 and 3 below. The Receipts Service together with any other service you receive shall collectively be the “Flux Services”.

  2. Offers Service

    1. To make use of the Offers Service, you shall provide us with details of the proposed Offers Scheme (including the Scheme Rules) via an Offers Campaign Order. As at the Effective Date of this Agreement, the Offers Campaign Order is available upon request from your Flux Account Manager and may be made available on the Portal in the future.
    2. You warrant that your employees, contractors and/or agents who submit completed Offers Campaign Order(s) to Flux have the authority to bind you contractually.
    3. If we agree to provide the Offers Scheme upon receiving a completed Offers Campaign Order (subject to relevant bank approval) then we will confirm this to you in writing.
    4. Upon sending you an email confirming we agree to provide the Offers Scheme, Flux will be committed to providing the Offers Scheme to you in respect of your Customers and you expressly agree to pay the Offer Scheme Fees as set out in the Offers Campaign Order.
    5. Changes to the Offers Scheme will only be effective if they are agreed in writing by both of us.
    6. No changes can be made to an Offers Campaign Order by you within 5 days of an agreed launch date of an Offers Scheme.
    7. We are allowed to stop providing any Offers Scheme:
      1. For any legal or regulatory reasons; or
      2. If you have failed to make payments for the service.
    8. We will have no liability to you or the Customers for any Offers Scheme that has been brought to an end by us under paragraph 2.7.
    9. You will indemnify us from and against any claim made or threatened against us relating to the retargeting of a Customer (a “Retargeting Claim”). Such indemnity will include all liability, losses, damages, claims for the account of profits, penalties, fines, costs and expense of any nature incurred by Flux directly or indirectly to the extent arising as a consequence or in connection with such Retargeting Claim. This indemnity will survive the expiry or termination of the Agreement.
    10. You may view your current active Offer Scheme(s) via the Portal and we will notify you when the Offers Campaign Order is available directly on the Portal.

  3. Insights Service

    1. As at the Effective Date Flux offers, free of charge, insights based on your Retailer Data as set out in the Flux Merchant Portal Terms of Use (“Merchant Insights”).
    2. Additional insights are available based on your commercial performance compared (on an aggregated and anonymised basis) to similar competitors (“Benchmarking Service”). You may opt out of the Benchmarking Service by contacting your Flux Account Manager or by selecting the relevant option on Portal webpage for the Benchmarking Service, after which we will remove both your access to and your Retailer Data from the Benchmarking Service.
    3. We may add further Data Insights to the Insights Service via the Portal in beta phase, during which you will be able to access such insights for free. We may then start charging a fee for such Data Insights once they are removed from the beta phase and become a paid service. You will receive written notice in advance of such Data Insights becoming a paid service and will not incur any related fees unless you expressly agree. If you do not agree to pay for Data Insights that are removed from the beta phase, you will cease to be able to access them.
    4. We are allowed to stop operating or providing you with the Insights Services at any time:
      1. for any legal or regulatory reasons;
      2. if you have failed to make payment for the Insights Services; or
      3. if you or any of your Authorised Users have used the Insights Services in a way that is not permitted by these terms.
    5. You may use the Insights Services and any Data Insights for your own internal business purposes only.
    6. Flux:
      1. does not warrant that the Insights Service will be error-free;
      2. shall not be responsible for faults or delays caused by or relating to third party platforms, products or data;
      3. shall not be liable for any commercial impact to your business activities, caused by the implementation of any actions, as a result of the interpretation of any data and insights provided under the Insights Services.

  4. Term and Termination

    1. This Agreement will start on the Effective Date and will continue unless terminated in accordance with the terms of this Agreement (the “Term”). You or we may terminate the Agreement at any time by giving the other party at least 1 months’ written notice of its intention to do so. No penalty fee will be payable by you for terminating the Agreement. At the end of the 1 month notice period, we will delete your Portal account registration and associated details and you will no longer be able to access the Portal.
    2. You or we can terminate this Agreement by giving the other party written notice of the termination (a) where the other party is in material breach of any of its obligations under this Agreement and that party has not been able to fix that breach within 30 days of receiving a notice that there has been a breach that needs to be fixed, or (b) where the other party has experienced an Insolvency Event.
    3. On termination of the Agreement for any reason, all Flux Services and any rights or access given to you under this Agreement will stop, unless we have agreed otherwise, and you will immediately pay us any money that is outstanding under the Agreement relating to any Flux Services used up to the date of termination.

  5. Flux’s obligations

    1. We will, throughout the term of the Agreement:
      1. provide you with the Flux Services subject to the terms of this Agreement;
      2. try to ensure that we provide the Flux Services to at least the standard that would reasonably be expected from a supplier of this type of service;
      3. ensure that we have the right to enter into this Agreement with you and that we have all of the licences, consents and any permissions that we need to be able to carry out our obligations under this Agreement; and
      4. ensure that we are PCI DSS and Cyber Essentials compliant.
    2. If you have any problems with any of our services you can visit help.tryflux.com, email us at help@tryflux.com or through our live chat function on tryflux.com and we will be happy to help. We will try and correct any issues with the Platform within a reasonable time.

  6. Your obligations

    1. You agree and commit to us that:
      1. you will provide the Retailer Data to us through your API (or any other integration method agreed between you and us) in close to real time;
      2. you grant us the authority to create itemised digital receipts from the Retailer Data that will serve as a legal proof of purchase for your Customers. The receipts will not need to constitute VAT eligible receipts and sending VAT fields to us will be at your discretion;
      3. you have the right to legally bind yourself to this Agreement and that you are not in any way legally restricted or prohibited from accessing or using the Flux Services;
      4. you will carry out all of your responsibilities set out in this Agreement within the agreed timeframe, or if no specific timeframe is agreed, within a reasonable timeframe; if there are any delays or failures in your giving assistance to us, then we may not be able to provide the Flux Services on time, or in some cases at all;
      5. you and you alone will be responsible for any network connections or telecommunications links needed to provide us with Retailer Data and to use the Support Services; and
      6. other than as expressly set out in this Agreement you will not make the Flux Services or any Flux Data available to any third party, or attempt to commercially exploit them in any way.
    2. We will not be responsible for any failures or delays in providing the Flux Services or the Support Services, where those failures or delays are caused directly by something that you have or should have done.
    3. You agree that you will and will procure that each of your employees, subcontractors or agents shall:
      1. comply with the terms of this Agreement; and
      2. not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement, attempt to copy, modify, republish, display, transmit, or distribute all or any portion of the Flux Services in any form or media or by any means or attempt to reverse compile, disassemble, or reverse engineer all or any part of the Flux Services.

  7. Data licences

    1. In order to provide the Flux Services, we take data that you provide to us about transactions that have occurred via your retail channels (Retailer Data, which includes Input Transaction Data), match it with certain transaction data we receive via our banking partners (Bank Data) and directly from the Customers (Customer Flux Data), and combine them to form the data needed for digital receipts and our other services (Flux Data, which includes Output Transaction Data),
    2. We will own all rights, title and interest (including all Intellectual Property Rights) to all of the Customer Flux Data.
    3. You and only you will be responsible for the legality, reliability, integrity, accuracy, timeliness and quality of Retailer Data which is provided to us via any integration method that is agreed between you and us).
    4. We will own all right, title and interest (including all Intellectual Property Rights) to all of the Flux Data.
    5. You will allow us, and will ensure that any relevant third parties allow us, to use Retailer Data so that we are able to provide the Flux Services to you during the Term, and to use the Retailer Data at any time to create Flux Data. You will allow us to use the Retailer Data at any time for our own internal business purposes.
    6. We will not make any part of the Retailer Data or the Flux Data available to any third party in any way that the data can be identified as coming from you, whether during or after the term of this Agreement. However, we will be allowed to share the data with our technical and bank partners for the purpose of providing the Flux Services and Support Services, including the creation and display of digital receipts for Customers, and with any third parties that the Customer has agreed to share it with.
    7. We will not be responsible for any failure to provide parts of Flux Data and/or the Flux Services where we have not been able to produce the Flux Data and/or provide the relevant parts of the Flux Services because you have not provided us with the relevant Retailer Data.
    8. We will make back-up copies of all Flux Data relating to you, that you receive under this Agreement on a daily basis during the Term and will retain only the latest back-up copy. In the event of any loss or damage to such data, your sole and exclusive remedy shall be for Flux to use reasonable endeavours to restore such data from the latest back-up maintained by Flux. However, we will not be responsible for any loss, destruction, alteration or disclosure of such Flux Data caused by any third party beyond our obligation to restore lost or damaged data from the latest back-up of such Flux Data as set out in this clause 7.8.

  8. Service Usage Data

    1. We are allowed to collect and keep Service Usage Data. We may use this Service Usage Data for statistical analysis, for improving the Services and Support Services, for billing, and for monitoring of your compliance with this Agreement. You will provide full answers to any reasonable questions that we may have about your usage where we suspect that you are in breach of any term of the Agreement within a reasonable timeframe.

  9. Charges and payment

    1. You will receive the Receipts Service free of charge.
    2. If you elect to use the Offers Service, you will pay us the Offer Scheme Fees for us to (i) operate the Offers Scheme in accordance with the Offers Scheme Rules, and (ii) provide you with data relating to the Offers Scheme (such data being Output Retargeting Data).
    3. The “Offer Scheme Fees” is the sum of (i) a fee for the operation of the Offers Scheme (the “Redemption Fee”); and (ii) a usage fee which covers our direct costs for providing the Redemption Value to Customers (“Offers Cost”).
      1. For an example of the Redemption Fee, if a customer spends £20 at your venue when the customer uses the Offer, the Redemption Fee based on that spend would be £1.
      2. For an example of the Offers Cost, if you offer 10% on total spend and a customer spends £20, the Offers Cost would be £2.
    4. Every time a Redemption Event happens, we will credit the applicable Customer with the Redemption Value. The Redemption Value is a monetary reward from us to the Customer for taking part in the Offers Scheme and for allowing us (and you) to use and generate the Output Retargeting Data, which allows us to operate the Offers Scheme and to earn the Offers Scheme Fees from you.
    5. We will provide you with regular reports detailing the number of Redemption Events which have taken place and their respective values (such information is part of the Output Retargeting Data) and the corresponding amount of any applicable Fees.
    6. If you opt to receive the Insights Service, if applicable we may charge you a fee (the “Insights Fee”) and we will issue you a monthly invoice for the Insights Fees incurred.
    7. For each month in which you use the Offers Service we will issue you with invoices for the Offers Scheme Fees incurred in arrears in that calendar month.
    8. The invoice will arrive the first week of every calendar month in relation to Fees incurred and you will pay our invoices in full to our nominated bank account within 30 days of receipt. If you choose to set up a direct debit with us via this link https://bit.ly/fluxdirectdebit all invoices will receive a 2.5% discount. All amounts and fees in this Agreement do not include value added tax (“VAT”), which will be added to Flux’s invoice(s) at the appropriate rate.
    9. You acknowledge that Flux has revenue-sharing agreements with our banking partners and that, depending on the Flux Service, banks might be paid a commission based on any future revenue generated from Flux.
    10. Flux is entitled to review and update all fees under this Agreement once per year and Flux will give you 60 days’ prior written notice of any increases to our fees.

  10. Data Protection

    1. Each of us is an independent controller of the Personal Data we respectively handle under this Agreement. We and you will each at all times comply with our obligations under all applicable Data Protection Legislation in connection with the performance of our obligations or exercise of our rights under this Agreement.
    2. You and we will provide each other with such reasonable cooperation, information and assistance as may be required to allow the other party to comply with its obligations under applicable Data Protection Legislation. Neither you nor we will perform our obligations under this clause in any way that causes the other party to breach any of its obligations under applicable Data Protection Legislation.
    3. Although neither party expects that there will be any controller-processor relationship under this Agreement, each of us agrees that, if any Personal Data is processed under this Agreement by either party to this Agreement, that party will:
      1. put in place, and ensure that any permitted sub-processors put in place, appropriate technical and organisational measures to ensure: (i) the protection of the rights of the relevant data subjects; and (ii) a level of security appropriate to the risks that are presented by the processing, in particular protection from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed under this Agreement;
      2. take reasonable steps to ensure the reliability of any of its staff who will have access to the Personal Data and to ensure that anyone who accesses it respects and maintains all due confidentiality;
      3. not use any sub-processors in the performance of the Agreement without the prior written approval of the other party;
      4. immediately notify the other party of any actual, potential or alleged breach of the provisions of this clause 10.3, and provide full cooperation and assistance to the other party in respect of such breach;
      5. where applicable in respect of any Personal Data processed pursuant to this Agreement, provide full cooperation and assistance to the other party in ensuring compliance with: (i) each party’s obligations to respond to requests from any data subject(s) seeking to exercise its/their rights under Chapter III of the GDPR, including by notifying the other party of any written subject access requests the party receives relating to the other party’s obligations under the Data Protection Legislation; and (ii) the other party’s obligations set out under Articles 32 - 36 of the GDPR to ensure the security of the processing, to notify the relevant supervisory authority, and any data subject(s) where relevant of any personal data breach(es), to carry out any data impact assessments (“DPIA”) of the impact of the processing on the protection of personal data, and to consult the relevant supervisory authority prior to any processing where a DPIA indicates that the processing would result in a high risk if the Data Controller does not take steps to minimise the risk; and
      6. make available to the other party all information necessary to demonstrate compliance with the obligations set out in this clause 9.3 and allow for and contribute to audits, including inspections, conducted by the other party or another auditor appointed by the other party. Where the Agreement involves the processing of Personal Data outside the UK or the European Economic Area (“EEA”), the parties shall sign the Standard Contractual Clauses for Data Suppliers established in Third Countries pursuant to the Commission Decision (2010/87/EU), as amended by Commission Implementing Decision (EU) 2016/2297, under EU Directive 95/46/EC.

  11. Intellectual Property Rights

    1. We and/or our licensors own all Intellectual Property Rights in the Platform, and anything developed or delivered to you by us or on our behalf under this Agreement, including any modifications and/or anything created from it (together the “Flux Materials”). Except as expressly stated otherwise, this Agreement does not grant you any Intellectual Property Rights in the Flux Materials. The Flux Data, the Documentation, the Service Usage Data, the structures of databases, the digital receipts themselves, any digital loyalty cards, and any user interface designs, are all Flux Materials.
    2. You and your licensors own all Intellectual Property Rights in Retailer Data and any materials that you or your licensors owned and existed before this Agreement or are developed by or for you independently of this Agreement (“Retailer Materials”). The Retailer Materials will include the API (or other integration method) that you have developed as part of the Platform integration; however, the Flux Materials, the Platform and the Deliverables will not be considered Retailer Materials.
    3. We will indemnify you from and against any Losses you incur which arise out of any claim made or threatened against you alleging that your use of the Services, Flux Materials or the Flux Data in accordance with this Agreement infringes the Intellectual Property Rights of any third party.
    4. You will indemnify us from and against any Losses we incur which arise out of any claim made or threatened against us alleging that the use of the Retailer Data or Retailer Materials in accordance with this Agreement infringes the Intellectual Property Rights or other rights of any third party.
    5. The party indemnified above shall (a) promptly give the other party written notice of any relevant claim of which the indemnified party becomes aware; (b) allow the other party to have conduct of and/or to settle any negotiations and/or proceedings in relation to any claim; (c) not make any admission of liability, agreement or compromise in relation to any claim without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed); and (d) at the other party expense, give the other party such information and assistance in relation to the negotiations and proceedings in relation to any claim as is reasonably requested by the other party.
    6. Unless otherwise expressly permitted in an Order Form, your use of any Insights Services and Data Insights provided by Flux under the relevant Flux Service is restricted to your internal use only.

  12. Limitation of liability

    1. Except as set out in clause 12.2 or as otherwise expressly stated in this Agreement, (a) the Flux Services, the Support Services and the Flux Data are provided to you on an “as is” and “as available” basis; (b) we will not be responsible for any loss or damage caused to you (or to your Group Companies or your or their agents or subcontractors) by any third party applications or platforms licensed by or controlled by you which may interface with the Platform; and (c) neither of us will be responsible to the other in any way, for any loss of profits, loss of business, loss of revenue, loss of opportunity, depletion of goodwill and/or similar losses or pure economic loss (in each case whether direct or indirect), nor for any indirect or consequential loss.
    2. Nothing in this Agreement limits or excludes either party’s liability:
      1. to the extent that such liability cannot be limited or excluded by law (including fraud and liability for death or personal injury resulting from negligence of either party, its employees, subcontractors or agents);
      2. under clause 13 (Confidentiality); or
      3. under the indemnity at clause 11.4.
    3. Subject to clause 12.2 and 12.4, each party’s total liability under or in connection with this Agreement arising out of or in connection with the Flux Services will not exceed £1,000,000 in respect of all events occurring in any Year.
    4. Flux’s liability under the indemnity at clause 11.3 will be limited to £1,000,000 per claim or series of related claims.
    5. We use anti-virus software in accordance with good industry practice, but cannot guarantee that the Platform or any of our services are entirely free from viruses. You are responsible for using and maintaining your own anti-virus software and other relevant security measures.
    6. We will be liable for anything our subcontractors do or fail to do as if the action or failure to act was our own. The limitations and exclusions in this clause 12 apply to all Losses, however they arise in connection with this Agreement (including under contract, tort (including negligence) or otherwise).

  13. Confidentiality

    1. Each party agrees to keep any Confidential Information of the other party confidential during the Term of this Agreement and after and to not use that Confidential Information for any of its own purposes or to share it with any third party (except for its professional advisors or if required by law) unless that party has prior written consent of the other party. This provision does not apply to information that is publicly known, or later becomes publicly known apart from where it becomes known because of a party to this Agreement, or later becomes known by a third party but not as a result of a breach of this clause. Each party will try its best to prevent the unauthorised disclosure of any such information.
    2. Nothing in this Agreement will prevent a party from seeking injunctive relief or other urgent relief for any breach of clause 13.1, in any court in any jurisdiction in connection with this Agreement.

  14. Notices

    1. Any notice given under this Agreement should be in writing and will be valid only if it is delivered to the other party personally; or sent by pre-paid first class post or other next Working Day delivery service to the address set out in Portal account registration process; or any other address that the parties agree; or sent to the email address set out in the account registration process (or such other email address that the parties agree), with a hard copy being sent within 48 hours of sending the email.
    2. A notice will have been properly received: (a) if it is delivered personally, when it is left at the address and for the contact named on the Order Form; (b) if sent by pre-paid first class post or other next Working Day delivery service, at 9am on the second Working Day after posting; (c) if sent by a recorded delivery service, at the time recorded by such service; or (d) if sent by email, at the time of sending, provided that any notice which would be treated as received outside Business Hours will be deemed to be given at the next opening of Business Hours.

  15. General

    1. Announcements: You agree to provide us with a copy of your logo to use on our website (www.tryflux.com), on the Flux Platform, to be included in our retailer list and to be used in the promotion of any of your Offer Schemes. We may ask you to work together with us to create a press statement to announce the use of our services by you. We may also ask you to help us to prepare a case study on your use of our services, which we will be allowed to use in our marketing activities. We will not use the press statement or the case study unless they have been approved in advance by you, such approval not to be unreasonably withheld or delayed. You will allow us to make anonymised case studies based on your use of our services, and if we wish to add any identifiable metrics to such anonymised case study we can only do so with your approval, such approval not to be unreasonably withheld or delayed.
    2. Assignment and Subcontracting: You will not transfer in any way any of your rights, liabilities and/or obligations under this Agreement to any third party, or subcontract any of your obligations under this Agreement to any third party without our prior written consent.
    3. Waiver: No delay by any party to this Agreement in enforcing any right and/or continued performance of this Agreement will restrict the rights of that party, and no waiver of any right or of any breach of any contractual term will be deemed to be a waiver of any other right or other breach. No single or partial exercise of any remedy will restrict the further exercise of that or any other right or remedy.
    4. Changes to the Agreement: We reserve the right to change this Agreement a) for legal, regulatory or security reasons; b) to enhance existing features or add additional features to the Flux Services, c) to implement reasonable and technical adjustments and improvements; or d) to ensure the ongoing operability of the Flux Services. Subject to the foregoing, this Agreement can only be changed by written agreement between you and us.
    5. Third party rights: No part of this Agreement is intended to benefit or be enforceable by any party that is not you or us.
    6. Entire agreement: This Agreement, the entire agreement between you and us relating to the Flux Services. You and we both agree that neither of us has relied on anything said or done by any person (whether or not they are a party to this Agreement) except as set out in this Agreement.
    7. Governing law and jurisdiction: This Agreement (and any obligations arising out of or in connection with it and any claim or dispute in relation to it) will be governed by and interpreted in accordance with English law. You and we both agree that the courts of England will have exclusive jurisdiction over any dispute or claim in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

APPENDIX 1: DEFINITIONS

In this Agreement the following words and expressions have the following meanings:

“Bank Data” means data that we receive from our banking partners about a Customer’s transactions.

“Offers Campaign Order” means the form available upon request from your Flux Account Manager that you shall complete in requesting Offer Scheme(s) to be run by us.

“Business Hours” means 9:00 – 18:00, UK time, Monday-Friday, excluding public holidays in England.

“Confidential Information” in relation to either party, means all information which is not in the public domain and which belongs or relates to that party or its business or to any other member of that party’s Group or such Group Company’s business, including information relating to any of: its customers, suppliers, financial information, advertising and promotional materials; its products, services, processes, strategies and developments; intellectual property, trade secrets and know-how; market share, market research reports and surveys; personnel, agents and third party intermediaries; and future projects, business plans, budgets, commercial relationships and negotiations, in each case existing in any form, whether or not marked “confidential”, and all other information clearly designated as “confidential”.

“Customer” means any individual who (i) uses Flux via a third party app or the Flux customer portal (when ready); and (ii) makes one or more purchases from you during the Term.

“Customer Flux Data” means the data inputted by Customers when they create an account and sign up to the Platform (including eachCustomer’s name and details of their payment method), and other data that Flux collects from the Customer with the Customer’s agreement.

“Data Insights” means aggregated, anonymised data created and/or compiled by us using data such as, but not limited to, Customer Flux Data, Input Transaction Data,Retailer Data and Service Usage Data, where available, to provide you with information relating to your Customers and/or market trends. The Data Insights will be Flux Data.

“Data Protection Legislation” means the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 in each case, as amended, revised or replaced from time to time (in particular, by operation of the Directive 2009/136/EC), and all applicable national implementing legislation and guidelines, or any applicable analogous legislation in any jurisdiction, in each case, as amended, revised or replaced from time to time.

“Documentation” means the document(s) which may be made available to you via a website link or email attachment(s) sent by us (and as amended from time to time upon prior written notification to you) which sets out a detailed description of the Platform or the Services (including user instructions and technical product and data specifications for the same).

“Effective Date” means the date you agree to these Flux Merchant Terms and Conditions.

“Flux Account Manager” the contact for Flux with whom you can liaise regarding the Offers Campaign Order and any other queries regarding these terms and conditions, contactable at retailer-help@tryflux.com.

“Flux Data” means data created by Flux, by aggregating and / or combining or otherwise manipulating Retailer Data with other data (including the Customer Flux Data and Bank Data). Flux Data includes the Output Transaction Data.Flux Data includes replications of Retailer Data where that replication has been achieved through the operation of the Platform, including the data in digital receipts.

“Group” means in relation to either party, means that party and that party’s subsidiaries and holding companies and any subsidiary of any such holding company at the date of this Agreement or as the same may vary from time to time.

“Group Company” means in relation to any party, each member of that party’s Group other than the party itself.

“Input Retargeting Data” means data provided by you or on your behalf, your API (or any other integration method agreed between you and us) or collected by us via our banking partners, about Customers’ use of or participation in any Offers Scheme;

“Input Transaction Data” means data to be provided to Flux via the API built by you in your platform (or such other integration method as is agreed between us) about a transaction, namely: Transaction Identifier; Amount; Currency; Tax; Date of transaction; Store identifier; Store name; Store location; Merchant identifier; Card (Last four digits, Card Scheme), Items (Description, Price, Quantity, SKU).

“Insights Service” the provision of, as applicable, the Merchant Insights, Benchmarking Service and such other Data Insights as we may make available to you from time to time.

“Insolvency Event” means in relation to a party (i) the party stops being able to pay its debts or stops payments generally, or becomes unable to pay its debts as they become due, or the value of its assets is or becomes less than its liabilities, or it becomes otherwise insolvent; (ii) the party passes a resolution for voluntary winding up or a court makes an order that the party be wound up (except as part of a solvent reorganisation); (iii) a liquidator, receiver, administrative receiver, administrator, examiner is appointed over the party or any of its assets; or (iv) any equivalent action is taken in another jurisdiction.

“Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, moral rights, database rights, trademarks and trade names, rights to goodwill and to sue for passing off, rights in designs, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications (and rights to apply) for, and renewals and extensions of and rights to claim priority from such rights and all similar or equivalent rights and forms of protection which subsist or will subsist now or in the future in any part of the world.

“Losses” means claims, expenses, losses, liabilities, damages, proceedings and costs (including reasonable legal fees).

“Offers Scheme” means a scheme run by us which allows Customers to receive the Redemption Value when a Redemption Eventhappens;

“Offers Scheme Rules” means the terms and conditions set by you which set out when a Redemption Event happens, what theRedemption Value is and the Offers Scheme Term;

“Offers Service” means the creation of custom offers via the Portal enabling your Customer to earn cashback on qualifying transactions with the relevant payment card.

“Output Retargeting Data” means data generated by us about the Customers’ use of or participation in any offers or rewards, including Offers schemes. This will include data created by us by aggregating and/or combining the Input Retargeting Data with other data (including the Customer Flux Data and Output Transaction Data);

“Output Transaction Data” means that part of the Flux Data which is created by combining the Input Transaction Data with the Customer Flux Data and Bank Data, to provide a set of item-level transaction data for transactions between you and a Customer.

“Personal Data” and the terms “process”, “data subjects”, “controller”, “processor” and “personal data breach”shall have the meanings given to them in the applicable Data Protection Legislation.

“Platform” means the Flux receipts, loyalty and data platform made available to Customers within other third-party apps or via the Customer portal (once available) including a Customer’s mobile banking apps, including the infrastructure, software and know-how used to provide the same.

“Receipts Service” means the service provided by us that enables your Customers to view digital receipts from transactions with you within third-party apps, such as the Customer’s banking app and via our customer portal once ready.

“Redemption Event” means the event set out in the Offers Scheme Rules which triggers the payment of the Redemption Value.

“Redemption Value” means the value specified in the Offers Scheme Rules which is paid by Flux to the Customer upon the occurrence of a Redemption Event.

“Retailer Data” means the data inputted by you or to be provided to us by or on your behalf for the purpose of our providing theFlux Services, including the Input Transaction Data to be provided via the API (or such other integration method as is agreed between the parties) but excluding Service Usage Data. This data would include, but not limited to Store Identifier, Store Name, Payment Terminal Identifier, Latitude, Longitude, Transaction Date and Time, Transaction Amount, Transaction Currency, Payment Details: Type (Cash, Card, Gift Card, etc.), Authorization Code, Last Four, BIN, Taxes, Type, Amount, Items Purchased, Amount, Quantity.

“Service Usage Data” means information about your usage of the Flux Services.

“Services” means the Flux Services.

“Support Services” means support provided by Flux in response to a support request made in accordance with clause 5.2.

“Working Day” means Mondays to Fridays inclusive excluding any bank or other public holiday in England.

“Year” means any 12-month period starting on the Effective Date, or an anniversary of the Effective Date.

Interpretation: In this Agreement: (i) a reference to a party is to a party to this Agreement and includes that party’s personal representatives, successors and permitted assignees; (ii) a reference to persons includes individuals, corporations, unincorporated bodies and associations which are recognised at law; (iii) any reference to a statute, statutory provision or statutory instrument includes a reference to that statute, statutory provision or statutory instrument together with all rules and regulations made under it as from time to time amended, consolidated, re-enacted or replaced; (iv) any words introduced by the word “including” or any similar expression are to be construed as illustrative and shall not limit the sense of the related general words; (v) “subsidiary” and “holding company” have the meanings given to these terms in s1159 Companies Act 2006; (vi) writing includes email to the designated email addresses notified to by the recipient party to the notifying party from time to time.

​​In this Consent Addendum:

  • “Card Networks” means, as applicable, Visa, American Express and MasterCard;
  • “Payment Data” means, in relation to any transaction, the Transaction ID, Account ID, Transaction Narrative, Card last 4 Digits, Card Scheme, Authorisation Code, Transaction date, time, amount and currency;
  • “Products” means Flux Offers and Receipts; and
  • “Tracking Partner” means Fidel Limited, a company incorporated and registered in England and Wales under company number 08068829 whose registered office is at 9th Floor, 107 Cheapside, London, United Kingdom, EC2V 6DN.

Transaction Montoring

You authorise the Card Networks to access your Payment Data at any of your retail locations.

The Card Networks shall access the Payment Data solely to:

  1. identify, track and record transactions; and
  2. send the Tracking Partner and Flux qualifying transaction data of those Customers who have enrolled to receive theProducts.

The Tracking Partner shall then transmit your Payment Data to Flux for the purpose of validating whichCustomers qualify for the Products.

Your Payment Data will be disclosed to the Tracking Partner and to Flux for the purposes set out above and will not be shared with any other third parties.

Customers enrolled with Flux and the Tracking Partner can choose to opt-out at any time. The transaction monitoring set out in this Consent Addendum will cease upon termination of this contract.

You may contact Flux at legal@tryflux.com in order to receive a copy of, and/or request any corrections to, the Payment Data.