In consideration of the mutual promises herein contained, The Retailer and Next Jump agree as follows:

DEFINITIONS

The definitions are set out in Schedule 4 shall have the same meanings when used in these Cloud Platform Terms.

TERM AND TERMINATION:

1. The Cloud Platform Terms shall commence on the Effective Date and will continue in force unless terminated pursuant to clause 2.
2. Either Party may terminate the Cloud Platform Terms and all then effective Offer Forms by providing the other Party no less than three (3) months’ prior notice.
3. Either Party may terminate the Agreement by serving notice with immediate effect if the other Party has become subject to an Insolvency Event, or has committed a material breach of any of the terms of the Agreement, which if capable of remedy, has not been remedied for 30 days following written notice giving reasonable particulars of the breach and requiring it to be remedied.
4.  

THE CLOUD MATCHING PLATFORM 

1. The Retailer’s access to the Next Jump Programmes on the Cloud Matching Platform is governed exclusively by the Agreement and these Cloud Platform Terms in particular.
2. Next Jump may (whether directly or through its Service Partner) commence to target and publish Offers to Segments as are selected by both Parties or where specified on the relevant Offer Form subject to: (i) the Retailer completing and signing the Agreement and (ii) Next Jump’s consent to the Offers created pursuant to the Offer Form.
3. The Retailer agrees to pay the Total Commission specified in the Offer Form(s) to Next Jump exclusive of VAT, which is payable by the Retailer at the applicable rate.
4. Next Jump accepts liability for any Cardholder Commissions to the extent they have been incorrectly applied by it and will meet any difference in Cardholder Commissions in excess of values authorised by the Retailer, as set out on each relevant Offer Form.

AUTHORISATIONS:

1. The Retailer hereby authorises Next Jump, the Service Partner, data networks, all acquirers, card schemes, all transaction processors (including payment service providers) and any other persons who have access to such transactional data relating to Sales at the Retailer’s Merchant IDs specified in clause 4.2 below, in order to provide such data to and/or exchange such data with Next Jump and its Service Partner in secure processes in accordance with applicable PCI-DSS to enable Next Jump and its Service Partner to provide its services, create Derived Data and operate the Cloud Matching Platform. Retailer agrees to cooperate with all reasonable requests of Next Jump (whether on behalf of itself or the Service Partner) in relation to the provision of such data. The Retailer will notify Next Jump as soon as practically possible if it changes acquirers, data networks or transaction processors (including payment service providers) and will provide such information and confirmation as Next Jump may reasonably require (whether on behalf of itself or the Service Partner).
2. The Retailer agrees to provide to Next Jump (and, as directed, to the Service Partner) a complete list of the Retailer’s Merchant ID(s) that identify each outlet of the Retailer, together with the address of each such outlet. Except as otherwise specified in the Agreement, the Agreement applies to all Sales processed by or on behalf of the Retailer through each of its outlets/points of sale. Once every 3 months, or more frequently if Next Jump believes there is a good reason to do so, the Retailer undertakes to update the list of Merchant ID(s) supplied pursuant the Agreement to ensure accuracy and the inclusion of new outlets/points of sale.
3. With effect from the Advertised Launch in respect only of the Cloud Matching Platform, the Retailer grants Next Jump (acting on its own behalf or by sub-licence through its Service Partner) a royalty free non-exclusive licence to publish its Offers for inclusion in promotions of those the Next Jump Programme(s), for promotion to Cardholders in accordance with the Agreement.

PAYMENTS

1. The Total Commission as well as any and all license fees, access fees and promotional charges for this Agreement are chargeable to the Retailer (together with any VAT thereon) provided that the additional fees are explained to the Retailer and approved by the Retailer in advance. Any transactions that are subsequently cancelled by the Cardholder shall be set off against Total Commission.
2. Next Jump shall raise a monthly invoice for the Total Commission for the services provided in the preceding month and any other amount due from the Retailer pursuant to the Agreement and each relevant Offer Form (together with any applicable VAT) and the Retailer shall pay each invoice in accordance with the Credit Period in full without any deduction, counterclaim or set-off. If a transaction is amended by the Cardholder which has caused the Retailer to issue a whole or partial refund to the Cardholder, the transaction (in whole or in part, as the case may be) shall not be deemed to be a Sale. If such cancelled transaction has been paid by Retailer or invoiced to the Retailer, Retailer shall have the right to claim back or set off the relevant amount against the payment to Retailer.
3. 1.  

CONFIDENTIALITY:

1. The parties understand and agree that the performance of this Agreement may require the disclosure of Confidential Information. The Parties agree not to disclose the other’s Confidential Information without the prior written consent of the other Party and not to use, record or reproduce the other parties’ Confidential Information other than for the purposes of performing its obligation hereunder. Upon termination of this Agreement, each Party shall return to the other all such Confidential Information disclosed by the other Party in connection with this Agreement.
2. The provisions of this clause 5 shall survive the termination or cancellation of this Agreement.

REPRESENTATIONS AND WARRANTIES:

1. Both Parties warrant that: (i) they are a company duly incorporated, validly existing and in good standing under the laws of England; (ii) have full authority and capacity to enter into and perform its obligations under the Agreement and that the Agreement is executed by a duly authorised representative; (iii) its operation of the terms of the Agreement and its provision of the services under the Agreement complies with and will comply with all applicable legislation (including but not being limited to the Data Protection Law); (iv) it is compliant with PCI-DSS and will remain so at its own cost and expense for the term of the Agreement; and (v) it will use reasonable skill and care to operate the Cloud Matching Platform in conformity with Next Jump’s policies, standards and service levels as notified by Next Jump to users of the Cloud Matching Platform from time to time.
2. Each party acknowledges that, in entering into the Agreement, it does not rely on any statement, representation, assurance or warranty of any person (whether a party to the Agreement or not) other than as expressly set out in the Agreement, and that the only rights and remedies available to it arising out of or in connection with a representation, assurance or warranty are for breach of contract as expressly provided in the Agreement. No warranty is provided in relation to the accuracy or completeness of the contents of Periodic Reports or other reports, data or material provided by Next Jump, however Next Jump will take all reasonable steps to ensure that the Periodic Reports, other reports, data or material provided by Next Jump is accurate and complete.
3. The Retailer hereby grants a royalty free non-exclusive licence to Next Jump (including a right for Next Jump to sub-licence to the Service Partner) entitling it to use logos, trade names and related trade-marks owned by or licensed to the Retailer on or in connection with Offers, on the Cloud Matching Platform or for any other purposes reasonably related to the Agreement, for the duration of the Agreement. Next Jump shall (and shall procure that the Service Partner shall) use reasonable skill and care that the Retailer’s general brand guidelines notified to Next Jump in writing are adhered to in in relation to the use of the Retailer’s logos, trade names or trade marks in respect of each Next Jump Programme. Except for any routine reproductions of the Retailer’s logo in any email or webpage, the Account Manager will submit to the Retailer for approval (which may include submission by email) all other material proposed uses of the Retailer’s trademarks, designs, taglines or other Retailer copyright in the context of the promotion of the Next Jump Programme(s).
4. Save for the warranties above, Next Jump makes no other representations or warranties as to the completeness, accuracy, adequacy, currency or reliability of any products or services or any information provided by Next Jump or the Service Partner and shall not be liable for any lack of the foregoing or for any losses of data, programs, breaches of security, viruses and disabling or harmful devices that persons may download or otherwise experience as a result of their use of the Services. Descriptions of or references to products or services offered as part of the Services does not imply Next Jump’s endorsement of those products or services.

DATA PROTECTION:

1. Each of the Parties is responsible for ensuring that it complies with its own legal obligations under all relevant Data Protection Law.
2. The Retailer will not be liable to Next Jump in respect of any Personal Data held or processed by Next Jump and/or its Service Partner on behalf of or in relation to Next Jump Collectors to the extent they are held or processed by Next Jump and/or its Service Partner in relation to any Next Jump Programme(s) (whether such Personal Data is provided to Next Jump and/or its Service Partner (with all required consents having been obtained by Next Jump prior to such data sharing) or by Next Jump Collectors themselves). Nothing in the Agreement requires either Party to process Personal Data for or on behalf of the other Party.
3. Where any Personal Data is provided for processing pursuant to clause 8.2, the disclosing Party warrants to the other Party that it has obtained express consent from the relevant data subject(s) with respect to the provision and intended processing of such Personal Data as required pursuant to the Data Protection Law

INTELLECTUAL PROPERTY:

1. Neither Party will as against the other Party claim or maintain any right, title or interest in the Next Jump Data or any Intellectual Property therein, or in any sums held by or on behalf of Next Jump or any other person as sums or rights due to Next Jump Collectors or Cardholders in respect of their participation in any Offers or Next Jump Programme(s). The Parties acknowledge and agree that the only restrictions for use of such Next Jump Data by Next Jump and/or its Service Partner are contained in the Data Protection Act and the Next Jump Privacy and Data Policy.
2. The Retailer acknowledges that the Derived Data, the Periodic Reports and the Next Jump Technology and all Intellectual Property in each of them is owned by Next Jump (or its Service Partner or their licensors), and no right, title or interest in or to them will be granted to Retailer, except as may be expressly licensed pursuant to the Agreement. The Retailer acknowledges that the Next Jump Technology includes an identification mechanism permitting Next Jump and its Service Partner to link Cardholders to the Retailer’s transactions that is a trade secret and Confidential Information and Intellectual Property of Next Jump and/or its Service Partner. To the extent that any data supplied by the Retailer for analysis is used for or incorporated within any Derived Data, Next Jump is granted a non-exclusive perpetual royalty-free licence (including a right for Next Jump to sub-licence to the Service Partner) to use such data, and nothing herein will restrict Next Jump and its Service Partner from using, exploiting or disclosing any Derived Data, Periodic Reports or Next Jump Technology with respect to any other retailer, business or purpose.
3. The Retailer is granted a perpetual, non-exclusive license to use any Periodic Reports which are agreed to be provided to the Retailer by Next Jump in the relevant Offer Form, for the Retailer’s own internal business purposes, including reasonable disclosure to its consultants and professional advisors.

LIABILITY LIMITATIONS:

1. Except as otherwise expressly agreed, no claim for loss of, or corruption to, data, or loss of profits, business, goodwill or for any indirect or consequential or economic loss may be made by either Party against the other Party in connection with the Agreement.
2. The total aggregate liability of each Party to the other Party will not in any event exceed the lesser of one million pounds (£1,000,000) or 2 times an amount equivalent to the total amount invoiced to the Retailer under the Agreement in the preceding 12 months before the date of claim (less any applicable VAT).
3. Nothing in the Agreement excludes or limits the liability of either party in respect of:
   
   1. death or personal injury caused by its negligence (including negligence of its employees, agents or contractors);
   2. any indemnity given in the Agreement;
   3. fraud and/or fraudulent misrepresentation; or
   4. liability which may not otherwise be limited or excluded under applicable law.

GENERAL:

1. The Agreement constitutes the entire agreement between the Parties regarding the Next Jump Programme and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them related to use of the Cloud Matching Platform, whether written or oral, relating to its subject matter.
2. The Agreement is enforceable by the Parties to it and by their successors in title. Save as expressly permitted by the terms of this Agreement, any rights of any other person to enforce the terms of the Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 are excluded.
3. If any clause, term or provision of this Agreement shall be judged to be invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other clause, term or provision hereof.
4. Failure of either Party at any time to enforce any of the provisions of this Agreement shall not be deemed to be a waiver of such or any other provision hereof.
5. Neither Party shall be liable hereunder by reason of any failure or delay or for the consequences of any failure or delay in performance of its obligations hereunder (except for any payment obligations hereunder as are due and payable at the time of the following events) if it is due to any event of Force Majeure, and the Party so delayed will be entitled to a reasonable extension of time in performing such obligations.
6. The Agreement is governed by English law. The Parties agree to submit to the exclusive jurisdiction of the English Courts.
7.