1.1 These Customer Terms of Service (the Terms) are between BeeLiked Media Ltd, company number 06795071, whose registered office is at Unit 6 Third Avenue, Team Valley Trading Estate, Gateshead, Tyne and Wear, United Kingdom, NE11 0BU (BeeLiked, we, us) and the business, other organisation or individual acting in business identified as the customer in an Order Form, approved online purchase, Account registration, BeeLiked-issued Professional Services Scope accepted under clause 5.7, or another acceptance record satisfying clause 1.3 (Customer, you). Customer represents that, if it is an organisation, it acquires the Services for its organisational activities and not as a consumer and, if it is an individual, it acquires the Services wholly or mainly for the purposes of its trade, business, craft or profession. The Agreement is made solely in the course of business and not as a consumer contract.
1.2 The Agreement consists only of: (a) each applicable BeeLiked Order Form or approved online purchase; (b) these Terms; (c) the Data Processing Addendum in Appendix A (the DPA), where BeeLiked processes Customer Personal Data as Processor, Subprocessor, service provider or contractor; (d) an SLA expressly incorporated into the Agreement; (e) any addendum or written amendment expressly incorporated and signed by both parties; (f) a historic data-processing, data-security or similar agreement that, before Customer accepts these Terms, was either signed by authorised representatives of both parties, expressly incorporated into a signed agreement, or accepted through an online process recording the Customer, document version, acceptance time and assent (a Historic Data Agreement), solely to the extent it remains in force under clause 15.6; (g) a BeeLiked-issued Professional Services Scope expressly accepted by Customer under clause 5.7; and (h) for Free Services supplied without an Order Form, the standard Free Service description and terms in clause 5.6, as supplemented by any description presented at activation.
1.3 Customer accepts the Agreement by registering an Account, signing or submitting an Order Form that BeeLiked accepts as stated below, accepting a BeeLiked-issued Professional Services Scope under clause 5.7, completing an approved online purchase, clicking an acceptance control, or using the Services after conspicuous notice that use constitutes acceptance.
1.3.1 No registration, Order Form, approved online purchase, Professional Services Scope, click, use, activation or other acceptance event is effective for a paid Service unless the accepted instrument, read with the exact Agreement documents incorporated and presented for that event, identifies the paid Service, its Fees or an objective method for determining them, and its initial Subscription Term or, for standalone Professional Services, its performance or delivery period. A missing Billing Period, renewal mechanism or non-renewal deadline does not prevent formation where clause 6.6 supplies the missing particular. A paid Service stated with a monthly or annual Subscription Term, or with Fees stated as monthly or annual, is treated as recurring unless the accepted instrument expressly identifies it as one-off or non-renewing. Where one accepted instrument covers more than one paid Service, this gate applies separately to each Service: a deficiency affecting one Service does not prevent formation for another Service whose required particulars are complete, unless the accepted document set expressly makes them an indivisible bundle. Where a composite Fee covers more than one Service, any objective allocation stated in the accepted document set applies; without one, the Services are treated as an indivisible bundle for this formation gate and for any allocation expressly required by the Agreement.
1.3.2 No acceptance route is a route around these requirements. Every acceptance route is effective only if, before the acceptance event, BeeLiked has supplied or attached, or conspicuously presented a retrievable link to, the exact applicable Agreement documents, including these Terms and the DPA; Customer has had a reasonable opportunity to review them; and the accepted instrument or process expressly identifies or incorporates them. Purchase Information forms part of the applicable Order Form or approved online purchase only as stated in clause 2.25 and does not constitute a separate contract document.
1.3.3 The person accepting represents that they have authority to bind the identified Customer. BeeLiked will retain an acceptance record identifying the Customer, acceptance route, event and time, and the exact applicable document versions or retained retrievable text, together with the instrument, presentation or link evidence applicable to that route. Submitting an unsigned Order Form is Customer's offer or request and forms an Order Form only when BeeLiked accepts it by signature, written confirmation or supply expressly stated to constitute acceptance. Customer is responsible for every User it authorises. Participants, entrants, Reward recipients and RunnyHoney users are not parties to this business Agreement merely because they use or benefit from a Promotion.
1.4 Privacy notices and cookie notices govern their stated subject matter but do not form part of the commercial Agreement. Product pages, pricing pages, Account purchase screens and other Purchase Information form part of the Agreement only to the extent expressly incorporated into an applicable Order Form or approved online purchase under clause 2.25. Marketing claims, comparisons, estimates, roadmaps, beta descriptions and general website content are not incorporated unless an Order Form expressly says otherwise. The accepted Service description and the material functionality it identifies are the conformity standard under clauses 5.1 and 10.2; Documentation provides operational guidance and does not create a separate or broader warranty unless an Order Form expressly incorporates identified Documentation for that purpose.
1.5 If you do not agree to the Agreement, you must not access or use the Services.
2.1 Account means Customer's account on the Platform.
2.2 Add-on means an optional feature, service, allowance or other item made available for additional Fees through an Order Form, including an approved online purchase completed through Customer's Account.
2.3 Affiliate means an entity that controls, is controlled by or is under common control with a party, where control means ownership of more than 50 per cent of the voting rights or the power to direct management.
2.4 BeeLiked Content means the Platform, software, Documentation, templates, designs, graphics, mechanics, configurations, know-how and other materials owned or licensed by BeeLiked, excluding Customer Data and Customer Content.
2.5 BeeLiked-Operated Promotion means: (a) every Promotion run in BeeLiked's own RunnyHoney Rewards channel, for which BeeLiked is promoter and sponsor, unless a signed campaign agreement and official rules issued or expressly approved for publication by BeeLiked consistently establish another promoter and sponsor structure; and (b) any other Promotion for which an Order Form or a signed agreement or amendment forming part of the Agreement under clause 1.2 expressly identifies BeeLiked as promoter and whose official rules, issued or expressly approved for publication by BeeLiked, also identify BeeLiked as promoter. For a Promotion under paragraph (b), BeeLiked is sponsor only where that role is separately and expressly stated.
2.6 Billing Period means the recurring period for which Fees are charged. It is the period stated in the applicable Order Form or approved online purchase; if not stated, it is inferred from a monthly or annual price interval; and if there is no distinct price interval, it is the applicable Subscription Term.
2.7 Business Day means a day other than Saturday, Sunday or public holiday in England.
2.8 Confidential Information means information disclosed by or on behalf of a party that is marked confidential or should reasonably be understood as confidential, including commercial terms, security information, non-public technology, Customer Data and trade secrets. It excludes information that the recipient can demonstrate: (a) is public other than through breach; (b) was lawfully known without restriction before disclosure; (c) was lawfully received from a third party without restriction; or (d) was independently developed without use of the discloser's Confidential Information.
2.9 Consumer Environment means a BeeLiked-owned or operated website, application, channel or environment through which Promotions or related content may be made available, including RunnyHoney.
2.10 Customer Content means content, Promotion materials, brands, trade marks, copy, images, Rewards, rules, instructions or other materials supplied, selected or approved by Customer or its Users.
2.11 Customer Data means data submitted to or collected through the Services on Customer's behalf, including Customer Personal Data. IP addresses, device/browser identifiers and usage, security or audit records are Customer Data to the extent BeeLiked Processes them on Customer's behalf. Data is outside Customer Data only to the extent BeeLiked actually determines a separate lawful Controller purpose, identifies that purpose and the relevant data in its applicable privacy notice, and Processes it consistently with applicable law. A privacy-notice change or label does not by itself reclassify Customer Personal Data, expand an independent Controller purpose or remove data from the DPA. Customer Data excludes other platform telemetry for which BeeLiked lawfully acts solely as independent Controller.
2.12 Customer-Operated Promotion means any Promotion other than a BeeLiked-Operated Promotion. A Promotion created or operated through Customer's Account is a Customer-Operated Promotion unless clause 2.5 applies. Merely hosting, distributing, featuring or promoting a Customer Promotion through RunnyHoney or another Consumer Environment does not make it a Promotion in BeeLiked's own RunnyHoney Rewards channel or otherwise make BeeLiked its promoter or sponsor.
2.13 Customer Paper means a purchase order, vendor or supplier term, portal term, policy, standard, code, questionnaire, security schedule, data security agreement, procurement document, email footer, click-through term or other document issued or proposed by or for Customer that is not expressly incorporated into the Agreement by a written agreement signed by authorised representatives of both parties. Customer Paper does not include a Historic Data Agreement validly included under clause 1.2(f).
2.14 Customer Personal Data means Personal Data, personal information and equivalent regulated information Processed by BeeLiked on Customer's or an authorised Controller's behalf as Processor, Subprocessor, service provider or contractor under the DPA.
2.15 Data Protection Laws means privacy and data-protection laws applicable to the relevant Processing under the Agreement, including the UK GDPR, Data Protection Act 2018, Data (Use and Access) Act 2025, Privacy and Electronic Communications (EC Directive) Regulations 2003, EU GDPR where applicable, and laws implementing or replacing them.
2.16 Documentation means BeeLiked's user documentation made available to explain the operation and permitted use of the applicable Services at the relevant time, as properly updated under the Agreement. Documentation does not include marketing claims, comparisons, estimates, roadmaps or beta descriptions. It does not create an independent conformity warranty unless an Order Form expressly incorporates identified Documentation for that purpose, but Customer remains responsible for following operational, security and acceptable-use instructions reasonably applicable to its use of the Services.
2.17 Experience Plugin means BeeLiked functionality made available for integration into a Customer-controlled website, application or authenticated environment.
2.18 Fees means amounts payable for Services under an Order Form, approved online purchase or Professional Services Scope, excluding taxes, Reward funding and pass-through third-party costs unless the applicable document expressly includes them. A payment obligation is effective only where the amount or an objective method for determining it was disclosed before the applicable purchase or feature activation as required by clause 2.25.
2.19 Free Services means Services supplied without charge, including a free trial. Unless an accepted Order Form says otherwise, every Free Service is described as limited, no-charge access to the functionality BeeLiked makes available in the Account from time to time for evaluation, trial or other business use, subject to the as-is, withdrawal and reduced-commitment terms in clause 5.6. Any activation description supplements but is not required to create that standard description.
2.20 Intellectual Property Rights means patents, copyright, database rights, design rights, trade marks, trade names, domain names, rights in software and confidential information, moral rights and all similar rights, registered or unregistered, including applications and renewals.
2.21 Order Form means a BeeLiked ordering document accepted by both parties, including by both parties' signatures, an approved online purchase, or Customer's signature or submission followed by BeeLiked's signature, written confirmation or supply expressly stated to constitute acceptance under clause 1.3. Unless it states another effective date, its effective date is when BeeLiked's acceptance completes. For a paid Service, an Order Form is valid only if the accepted document set satisfies clause 1.3's paid-Service particulars gate. An approved online purchase means an order completed through a BeeLiked online process that identifies the Customer, Services, Fees and initial Subscription Term or, for standalone Professional Services, the performance or delivery period; presents or links the exact applicable Terms and DPA before acceptance; records the applicable document-version identifier, acceptance time and affirmative assent; and satisfies that paid-Service particulars gate. BeeLiked will retain one centrally retrievable master for each identified Terms and DPA version and the material acceptance-screen wording; a duplicate document copy for each Customer is not required. Each approved online purchase constitutes an Order Form under the Agreement.
2.22 Participant means a person who enters, plays, receives or seeks a Reward from, or otherwise interacts with a Promotion.
2.23 Personal Data, Controller, Processor, Processing, Data Subject and Supervisory Authority have the meanings in applicable Data Protection Laws.
2.24 Platform means BeeLiked's hosted software platform and associated applications made available under the Agreement, including as Free Services where applicable.
2.25 Purchase Information means the Service or plan description, feature selection, usage allowance, technical limit, purchase selection, Promotion mechanic, Participant entitlement, price or other commercial or operational particular that BeeLiked presents in an Order Form or approved online purchase before acceptance of the relevant Service, Add-on, purchase or feature. Purchase Information forms part of the Agreement only to the extent expressly incorporated into that Order Form or approved online purchase. It does not include general marketing material, does not form a separate contract document and cannot amend a Protected Term or impose an indemnity, liability cap, insurance obligation or material payment obligation not disclosed before purchase.
2.26 Professional Services means training, configuration, integration, implementation, campaign design or other services identified in an Order Form, approved online purchase or a BeeLiked-issued written scope, quote, proposal or email expressly accepted by Customer. A Professional Services Scope means that accepted written record and forms part of the Agreement only for the Professional Services, deliverables, dependencies, timetable, acceptance criteria, expenses and Fees it expressly states; it cannot amend a Protected Term.
2.27 Promotion means a campaign, game, reward experience, competition, prize draw, instant-win or other interactive experience created, hosted, distributed or managed using the Services.
2.28 Protected Terms means clauses concerning indemnities, exclusions and limitations of liability, insurance, Intellectual Property Rights, confidentiality, data protection and security, governing law and jurisdiction, term and termination, order of precedence and Customer Paper.
2.29 Relevant Fees means Fees included under clause 12.2 across all Order Forms, approved online purchases and Professional Services Scopes, excluding taxes, Reward funding and pass-through third-party costs. Payment timing does not determine inclusion: Fees billed or payable in advance, in arrears or for a period longer or shorter than the applicable period are attributed to the supply or fixed non-cancellable commitment to which they relate and allocated under clause 12.2.
2.30 Restricted Data means Personal Data or other information whose nature, intended use or applicable legal, regulatory, security or industry requirements create materially increased risk of harm or require safeguards materially beyond those ordinarily provided as part of the Services and DPA. Examples include Special Category Data, criminal-offence data, government-issued identifiers, payment-card or financial-account data, passwords, authentication secrets and other information carrying comparable risk; these examples are illustrative, not exhaustive.
2.31 Reward means a prize, voucher, gift card, code, promotional credit, token, point, benefit or other item awarded or made available in connection with a Promotion.
2.32 RunnyHoney means BeeLiked's consumer application, audience and distribution environment. RunnyHoney Rewards means BeeLiked's own rewards channel within RunnyHoney.
2.33 Security Incident means: (a) a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Customer Personal Data Processed by BeeLiked; or (b) unauthorised access to Customer Data, Customer Confidential Information, Account credentials or Customer-related Personal Data Processed by BeeLiked as Controller that materially affects Customer. It excludes unsuccessful attacks, scans and attempts that do not compromise any such information or credentials.
2.34 Security Measures means the technical and organisational measures in Annex B to the DPA.
2.35 Services means the subscription services, Professional Services and other services identified in an Order Form or approved online purchase accepted under clause 1.3, together with Free Services made available through Account registration or activation.
2.36 SLA means a service level agreement expressly incorporated into the Agreement.
2.37 Special Category Data has the meaning given to special categories of Personal Data under applicable Data Protection Laws and includes equivalent specially protected or sensitive personal information under those laws.
2.38 Subprocessor means a provider engaged by BeeLiked to Process Customer Personal Data on BeeLiked's behalf, excluding providers used only for BeeLiked's own Controller activities or ordinary business administration.
2.39 Subscription Term means the initial and renewal periods in the applicable Order Form or approved online purchase, including any period supplied by clause 6.6. For standalone Professional Services, it means the identified performance or delivery period. For Free Services supplied without an Order Form, it means the period beginning when BeeLiked activates the Free Service or accepts the Account registration and ending when Customer closes the Account, BeeLiked withdraws the Free Service on reasonable notice where practicable, or either party otherwise terminates it under the Agreement.
2.40 User means an employee, contractor, agent, agency or other person authorised by Customer to use the Services through Customer's Account. An Admin User is a User authorised within the Account to administer Users, access data or activate chargeable Services.
2.41 References to “including” mean including without limitation. Headings do not affect interpretation. A reference to writing includes email except where signature or an authorised written amendment is required.
3.1 Each Order Form is a separate order under the Agreement. Customer Affiliates may use the Services only if the Order Form permits it. Customer remains responsible for its Affiliates and Users unless an Affiliate signs its own Order Form. Before an Affiliate acts as Controller of Customer Personal Data, Customer must either have authority to bind that Affiliate to the DPA and exercise its rights or require the Affiliate to sign its own Order Form or accession. Customer warrants that every Controller Affiliate for which it gives instructions has authorised Customer and BeeLiked's appointment and Processing chain.
3.2 In a direct conflict: (a) mandatory provisions of any applicable standard contractual clauses, UK International Data Transfer Agreement or UK transfer addendum prevail to the extent required by law; (b) the DPA prevails solely for mandatory Processor obligations concerning Customer Personal Data and, as against any Historic Data Agreement, for all Processing governed by the DPA; (c) a Historic Data Agreement applies only to the extent it remains in force under clause 15.6 and may supplement the DPA or these Terms only where it does not conflict with them; (d) a signed customer-specific amendment prevails over the document it expressly amends, solely to the extent of that express amendment; (e) an SLA prevails solely for the service levels and remedies it expressly states; (f) an Order Form, including an approved online purchase and its incorporated Purchase Information, prevails solely for the Services, usage, Fees, Billing Period, Subscription Term and other commercial or operational particulars that these Terms permit it to state; (g) a Professional Services Scope prevails solely for the Professional Services matters it is permitted to state under clause 2.26; and (h) these Terms otherwise prevail. For paragraph (c), a genuinely cumulative Historic Data Agreement obligation concerning privacy, data protection, security, audit or Processing that can be complied with alongside the current Agreement continues as a standalone additional obligation and is not treated as changing a Protected Term merely because it concerns the same subject matter. It does not replace, relax, qualify or override a current Agreement obligation and does not alter any cap, exclusion, indemnity, remedy or insurance allocation; any such alteration must satisfy clause 3.3. A Professional Services Scope cannot amend Protected Terms, and an Order Form or signed amendment changes a Protected Term only under clause 3.3.
3.3 Notwithstanding clause 3.2, the Protected Terms and the liability provisions of the DPA apply across all contract documents. An Order Form, addendum or other written amendment changes a Protected Term only if it: (a) expressly identifies the affected clause or protected subject; (b) clearly states the replacement or overriding wording; (c) expressly states any effect on liability caps or insurance; (d) is signed by authorised representatives of both parties; and (e) for BeeLiked, is signed by a director or another person expressly authorised to approve Protected-Term changes. No particular document title is required. Selecting commercial particulars that these Terms expressly permit through a valid Order Form or approved online purchase, including the Service or plan, Billing Period, Subscription Term, renewal mechanism and a non-renewal notice period within options disclosed before acceptance, populates those authorised particulars and is not by itself a Protected-Term amendment only when the selection is made at the initial commitment to that Service, for a separately identified new Service or Add-on purchase, or on a renewal exercise expressly authorised by the already binding Agreement. Any other change to an already binding Subscription Term, renewal mechanism or non-renewal notice period is a Protected-Term amendment and must satisfy the preceding sentence. An authorised population cannot alter liability, indemnity, insurance, data protection, security, Intellectual Property Rights, governing law or another protected risk allocation.
3.4 Customer Paper has no contractual effect merely because BeeLiked receives, references, uploads, administratively acknowledges or processes it; uses billing details, purchase-order numbers or invoicing instructions from it; completes a questionnaire or portal; accepts or fulfils a purchase order; starts or continues Services; or does not object. Customer Paper becomes contractual only where a written agreement signed by authorised representatives expressly incorporates it and states its place in the hierarchy; any Protected-Term change must also satisfy clause 3.3. This clause does not exclude a Historic Data Agreement validly included under clause 1.2(f).
3.5 Information in a security questionnaire, tender, due-diligence response or supplier portal is given to BeeLiked's knowledge as at the response date and is informational unless expressly incorporated into a signed agreement. It does not automatically create a warranty, service level, Security Measure, insurance obligation, indemnity or amendment. Nothing in this clause excuses a knowingly or recklessly inaccurate answer, excludes fraud or fraudulent misrepresentation, or overrides a representation expressly incorporated into a signed agreement.
4.1 Subject to payment where applicable and compliance with the Agreement, BeeLiked grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to permit Users to access and use the Services for Customer's business purposes, including creating, publishing and operating Promotions for Participants, within the applicable Order Form, approved online purchase, incorporated Purchase Information, Documentation and, for Free Services, the standard description in clause 2.19 as supplemented at activation.
4.2 Customer must ensure that Users keep credentials confidential, use appropriate access controls and comply with the Agreement. Customer is responsible for activities, configurations, data access, purchases and charges made through its Account or by its Users, except to the extent caused by BeeLiked's breach. Customer must notify BeeLiked without undue delay of known or suspected unauthorised Account access and cooperate in reasonable investigation and mitigation.
4.3 An Admin User may add or remove Users, access or export Customer Data and, where enabled and authorised by Customer, activate Add-ons or other chargeable Services. Customer is responsible for giving Admin User authority appropriate to those functions, and BeeLiked is not responsible for an internal purchase that Customer permitted an Admin User to make. Customer may allow an Affiliate or agency to use its Account but Customer remains responsible for their compliance and charges unless the Affiliate or agency becomes Customer under the Agreement. An agency identified as Customer contracts as principal and is responsible for the Agreement, Users, Fees and use of the Services. If an agency purports to contract or give Processing instructions for a client, it must disclose the client before that Processing begins and warrants that it has authority to bind and act for the client, including authority to appoint BeeLiked as Subprocessor where the client is Controller. Unless the client becomes Customer under an Order Form or a written accession or novation accepted by BeeLiked and the client, the agency remains Customer and primarily liable. That instrument must state its effective date; whether the client accedes as an additional Customer, replaces the agency by novation or contracts under a separate Order Form; the Services and Order Forms affected; control of the Account and Customer Data; and allocation of accrued and future obligations. The agency is released only to the extent expressly stated in a novation signed by BeeLiked, the client and the agency. The agency is not a guarantor merely because it administers the Account or receives invoices; any guarantee or joint payment obligation must be expressly stated and signed by the agency.
4.4 Customer must not, and must not allow any person to: (a) copy, sell, resell, licence or make the Services available to a third party except as authorised; (b) reverse engineer, decompile or attempt to derive source code except to the extent law prohibits restriction; (c) circumvent limits, security or access controls; (d) introduce malicious code or conduct disruptive testing without prior written approval; (e) access the Services to build or benchmark a competing product; (f) scrape or extract data except through authorised features; (g) impersonate another person, harvest information without authority, infringe rights or publish unlawful, deceptive, threatening, abusive, discriminatory, obscene or defamatory material; or (h) use the Services unlawfully or other than in good faith, or in a way reasonably likely to harm BeeLiked, the Services or another person.
4.5 Customer determines and is responsible for the questions, fields, labels, content, eligibility requirements, notices, consents, lawful bases and other data-collection features it configures or enables. Each must be lawful, fair, transparent, necessary and proportionate for the Promotion and comply with applicable rules concerning children, minimisation, retention and impact assessments. Activating a feature is Customer's documented Processing instruction only to the extent permitted by the Agreement and Data Protection Laws.
4.6 Except for a User-presented standard authentication factor transiently Processed through BeeLiked's controlled authentication workflow as expressly permitted by DPA Annex A A2(d), A4 and A5, Customer must not solicit, upload, disclose or instruct BeeLiked to Process Restricted Data unless: (a) the category, purposes, safeguards, technical restrictions and commercial allocation have first been documented in a signed amendment or rider satisfying clause 3.3; and (b) Customer has accurately disclosed the proposed Processing and BeeLiked has approved the applicable operational instructions in writing. A routine Order Form, online purchase, configuration, email, support message, technical capability, storage, silence or routine support does not provide that initial authorisation. After a Restricted Data profile has been authorised in that signed amendment or rider, BeeLiked may approve non-material operational instructions within the authorised category, purposes and risk profile in writing without a further prescribed form; no such instruction may expand the authorised category or purposes or materially increase the safeguards, risk or commercial exposure. The authentication exception does not authorise Customer-supplied credentials or usable authentication secrets in Customer-configured content, data or support fields or for access to a third-party system. Customer is responsible where the purpose, design, wording, context, connected instructions or intended use of a Customer-controlled field or collection, viewed objectively, expressly requests or would reasonably be expected in ordinary use to elicit Restricted Data, whether or not Customer labels it accurately or subjectively recognises its classification. Customer is also responsible if it knows, or reasonably ought to know from information actually available to it, that a configured collection is being used to obtain Restricted Data and fails to take prompt reasonable corrective action.
4.7 BeeLiked has no general obligation to design, review, monitor, inspect, understand, moderate, classify or approve Customer fields, labels, questions, rules, privacy notices or Participant responses. The technical presence, storage or Processing of information does not by itself constitute BeeLiked's knowledge or approval of its nature or legality. Customer remains responsible for data collected through inaccurately labelled, incomplete or undisclosed fields.
4.8 Customer does not breach clause 4.6 solely because a Participant unexpectedly submits Restricted Data into an ordinary field that did not request, invite or reasonably contemplate it. After Customer becomes aware, or reasonably ought to become aware from information actually available to it, it must stop unnecessary Processing, notify BeeLiked where assistance is reasonably required and provide lawful instructions for restriction, return or deletion. This clause does not require Customer or BeeLiked to monitor Participant responses generally.
4.9 If BeeLiked receives credible substantiated notice or otherwise actually becomes aware of Restricted Data, an unlawful instruction or a material related risk, it may notify Customer, require corrective action, suspend the affected collection or Processing and, where lawful and reasonably practicable, quarantine, restrict, return or delete affected data. BeeLiked will act proportionately and give reasonable notice where practicable, but may act immediately for an urgent or material risk. Nothing in clauses 4.5 to 4.9 excuses BeeLiked's own breach of law, the DPA or Security Measures.
4.10 BeeLiked may monitor service usage and technical events to operate, secure and improve the Services, enforce the Agreement and comply with law, but this does not create the content-monitoring duty excluded by clause 4.7. BeeLiked may apply reasonable technical limits and prevent abusive or excessive use.
4.11 BeeLiked may provide Services using subcontractors and third-party providers. BeeLiked remains responsible for performing its obligations when using them, subject to the Agreement's exclusions and limits and the DPA's mandatory requirements.
4.12 Purchased feature, participation, storage and other limits are stated in the applicable Order Form or approved online purchase. Customer may activate Add-ons through an additional Order Form, including an enabled in-Account purchase only where it satisfies the approved online purchase requirements in clause 2.21 and displays the price and applicable limits before acceptance. Usage above purchased limits may be charged only at a rate stated in the applicable Order Form or approved online purchase and disclosed before the purchase that authorised that usage, or may require an upgrade. A downgrade takes effect no earlier than the next renewal or another change date expressly permitted by the applicable Order Form; Billing Period alone does not shorten a committed Subscription Term. Customer may first need to reduce usage, and no mid-period refund arises. BeeLiked will give at least 30 days' notice of a materially adverse limit change, which ordinarily takes effect at the next renewal or permitted change date.
4.13 If BeeLiked provides API credentials or integration functionality, Customer is responsible for its systems, integration code, qualification logic, data mapping and continued compatibility with documented API changes. BeeLiked may change, version, deprecate or withdraw an API on reasonable notice where practicable and does not guarantee permanent backwards compatibility. BeeLiked may rotate credentials or suspend API access immediately where reasonably necessary for security, unlawful activity, excessive use or material breach. Customer must keep credentials confidential and must not embed secret credentials in publicly accessible code or share them outside authorised Users and contractors.
5.1 BeeLiked will provide paid Services materially in accordance with the accepted Service description and the material functionality it identifies, and will perform Professional Services with reasonable skill and care. Documentation explains operation and permitted use but does not create a separate or broader conformity warranty except to the extent expressly incorporated under clause 1.4.
5.2 BeeLiked may update the Services to maintain security, comply with law, improve functionality or address technical requirements. BeeLiked will not materially reduce the core paid functionality during a Subscription Term without at least 30 days' notice, except where urgent security or legal action is reasonably required. In that exception BeeLiked will give as much prior notice as reasonably practicable and, if prior notice is not reasonably practicable, notice without undue delay after the reduction takes effect. If a notified reduction materially and adversely affects Customer's use of the affected paid Service and BeeLiked cannot provide a reasonable alternative, Customer may terminate that affected Service by notice before the reduction takes effect. If the reduction took effect before Customer could reasonably exercise that right, Customer may instead terminate by notice received within 30 days after BeeLiked's notice of the reduction; Customer's continued use during that period does not by itself waive the right. BeeLiked will provide a pro-rata refund of prepaid Fees attributable to the unused period after termination. This right does not apply to a change required by law, security necessity, a third-party dependency outside BeeLiked's reasonable control or withdrawal of beta or Free Services, unless the change removes substantially all material benefit of the affected paid Service.
5.3 Unless an SLA states otherwise, BeeLiked will use commercially reasonable efforts to achieve 99.0 per cent monthly availability for the hosted production Platform functionality supplied as part of a paid Subscription Term, excluding Professional Services, beta or preview functionality, Free Services and third-party services not controlled by BeeLiked, measured using BeeLiked's system records. This is an operational objective, not an unconditional warranty or SLA. Calculations exclude planned or emergency maintenance, Customer systems or connectivity, Customer misuse, suspension permitted by the Agreement, third-party products selected or controlled by Customer, internet or infrastructure events outside BeeLiked's reasonable control, security events requiring protective action, and force majeure. Missing the objective alone does not create a service credit, termination right or breach, but this sentence does not exclude a separate material failure to supply or conform under clauses 5.1 or 10.2. Any enhanced target, measurement method, credit or remedy applies only under an SLA expressly incorporated into the Agreement.
5.4 Support level, hours and response targets are those in the applicable Order Form or SLA. Service credits expressly stated in an SLA are the remedy for the particular service-level failure to which the SLA assigns them, without excluding a remedy for a separate breach that the SLA does not address.
5.5 BeeLiked may provide beta, preview or experimental functionality. It is optional, may change or cease, is supplied as-is and is excluded from any SLA unless an Order Form expressly states otherwise.
5.6 Free Services are supplied as-is and as-available, without service levels or continued-availability commitments, and may have reduced retention, support and functionality commitments. BeeLiked may modify, suspend or withdraw them at any time, with reasonable notice where practicable. Free Services do not reduce the Security Measures applicable to Customer Personal Data that BeeLiked has agreed to Process under the DPA. BeeLiked's statutory duties remain unaffected.
5.7 Professional Services will be supplied only to the scope, assumptions, dependencies, deliverables, timetable and Fees stated in an Order Form, approved online purchase or Professional Services Scope, with matters not expressly stated governed by these Terms. Customer-requested changes require written agreement and may change Fees and timing. A Professional Services Scope becomes part of the Agreement when BeeLiked's written scope, quote, proposal or email identifies the Customer, the work, the Fees or objective method for determining them and the performance or delivery period, and Customer expressly accepts it in a retrievable written record, including a reply email or an approved online purchase recording the scope identifier, acceptance time and assent. Unless another Agreement already protects the relevant information and Processing, BeeLiked will not begin the standalone Professional Services or request or accept Customer Confidential Information or Customer Personal Data for them before that acceptance.
5.8 Customer will provide timely instructions, access, content, decisions, approvals, personnel and other cooperation reasonably required for Professional Services. BeeLiked is not responsible for delay, rework or additional cost caused by Customer or a third party controlled by Customer and may adjust the timetable and charge reasonable additional Fees after notice.
5.9 Unless an Order Form or Professional Services Scope expressly states otherwise, Professional Services are performed remotely during UK business hours, timetable estimates are not of the essence, and Customer will reimburse reasonable pre-approved travel and third-party expenses at cost.
5.10 Customer must review a deliverable promptly and notify BeeLiked with reasonable particulars of any material failure to meet the agreed scope. If Customer does not notify a material failure within 10 Business Days after delivery, or uses the deliverable in a live Promotion, it is treated as accepted, without affecting a latent defect that could not reasonably have been identified during that period. BeeLiked will correct a properly notified failure within a reasonable period; requested preferences or additions outside the agreed scope are chargeable changes.
5.11 Unless an Order Form or amendment expressly transfers ownership and that Order Form or amendment satisfies clause 3.3, BeeLiked retains Intellectual Property Rights in Professional Services methods, templates, configurations, code, designs and deliverables, including reusable and underlying elements. After payment, Customer receives a non-exclusive right to use the specific deliverable with the Services for the agreed business purpose. Customer retains rights in Customer Content incorporated into it.
5.12 Customer may cancel all or an identified severable part of Professional Services to which it has committed under an accepted Professional Services Scope or other applicable Agreement document by written notice received before BeeLiked begins work, commits any third-party cost or first allocates reserved capacity attributable to the Professional Services or part being cancelled. This is an express exception to clause 6.5. That cancellation takes effect when BeeLiked receives the notice, ends Customer's commitment to the cancelled Professional Services or part, cancels all invoiced or uninvoiced Fees and payment obligations attributable to them whether or not due, and requires BeeLiked to issue any necessary credit note and refund any prepaid Fees attributable to them. Payment obligations attributable to other Services remain unaffected.
5.12.1 After BeeLiked begins work, commits any third-party cost or first allocates reserved capacity attributable to Professional Services or a severable part, those Professional Services or that part are non-cancellable unless BeeLiked agrees otherwise in writing. An agreed cancellation takes effect when that written agreement is made unless it states a later time; at that time Customer's commitment ends, all invoiced or uninvoiced Fees and payment obligations attributable to the cancelled Professional Services or part exceeding the amounts payable under the next sentence are cancelled and must be credited. Customer must pay only for work performed, committed third-party cost and reserved capacity that BeeLiked cannot reasonably redeploy, subject to BeeLiked taking reasonable steps to mitigate avoidable loss, and BeeLiked will refund any prepaid Fees exceeding those amounts; however, a committed third-party cost is refundable to the extent the applicable contractual document expressly states that it is refundable in the relevant circumstances. Any refund is treated under clause 12.2. For this clause, Fees, work, third-party cost and reserved capacity attributable to a severable part are determined by any allocation or milestones stated in the applicable contractual document and otherwise by a reasonable proportion of the Scope, assessed by reference to the work, deliverables, cost and capacity attributable to that part.
5.12.2 At the effective time of any cancellation under this clause, the cancelled Professional Services or part are treated as terminated for clause 14.5 and DPA clause 10.1 without limiting any provision that survives termination. If all Services under the applicable Scope end and no other Service continues, those provisions apply in full. If only a severable part ends or another Service continues, those provisions apply only to access, Confidential Information, Customer Data and Customer Personal Data exclusively attributable to the cancelled part and no longer reasonably required for an unaffected Service. Data shared with or reasonably required for an unaffected Service remains subject to clause 8 and the DPA and will be returned or deleted when the last relevant Processing ends, or earlier on Customer's documented lawful instruction under the DPA, subject to DPA clause 10.2.
5.12.3 If compliance with that instruction would prevent or materially impair an unaffected Service, BeeLiked may suspend that Service to the extent reasonably necessary and either party may terminate that affected Service by written notice, or the parties may agree a lawful configuration change, but BeeLiked will not continue the instructed Processing solely to preserve that Service. Suspension under this sentence does not by itself cancel or reduce any Fee or payment obligation. Each valid termination notice under this sentence takes effect when received under clause 16.7 unless it states a later date. If both parties give valid termination notices, termination takes effect on the earliest effective date produced by either notice. An earlier-received notice stating a later date does not prevent either party from terminating sooner by a subsequent valid notice.
5.12.4 Customer's commitment and payment obligations for the affected Service end on that effective date, except for Fees attributable to supply before termination and any expressly allocated non-cancellable third-party cost, except to the extent the applicable contractual document expressly states that cost is refundable in the relevant circumstances. BeeLiked will cancel or credit unpaid Fees and refund prepaid Fees attributable to the unused period or unperformed portion after that date, determined by any agreed allocation or milestones and otherwise on a reasonable pro-rata basis. This is an express exception to clause 6.5 and governs the payment and refund consequences only of termination under this sentence, without limiting Customer's independent rights under clauses 10.2 or 14.4 arising from BeeLiked's breach or another event expressly covered there. Any refund is treated under clause 12.2. For clause 12.2, each cancellation or reduction required by this paragraph of a Fee or an obligation to pay a Fee is treated as a contractual Fee credit granted when the corresponding cancellation or termination takes effect, whether or not the Fee was invoiced.
5.12.5 Unaffected Services, Account access and payment obligations continue. Any postponement requires BeeLiked's written agreement. Unless that written agreement expressly states otherwise, postponement does not cancel the Scope or any part, end a commitment, cancel or reduce any Fee or payment obligation, or entitle Customer to a refund; existing Fees remain payable subject to any revised performance or payment timing expressly agreed in writing.
6.1 Customer will pay the Fees and other amounts stated in each applicable Order Form, approved online purchase and Professional Services Scope in the stated currency and payment schedule, subject to the pre-purchase disclosure restriction in clause 2.25. Fees are exclusive of VAT, sales, use, withholding and similar taxes, which Customer must pay except taxes on BeeLiked's net income.
6.2 Unless an Order Form, approved online purchase or Professional Services Scope states otherwise, BeeLiked invoices in advance and invoices are due within 15 days. Customer will pay without set-off, counterclaim, deduction or withholding except where required by law.
6.3 Where the Late Payment of Commercial Debts (Interest) Act 1998 applies, overdue undisputed sums accrue the statutory interest available under that Act and BeeLiked may recover the fixed compensation and reasonable recovery costs available under it. Where that Act does not apply, overdue undisputed sums accrue simple interest daily at three per cent per annum above the Bank of England base rate, subject to the maximum permitted by law, and BeeLiked may recover its reasonable documented external collection costs. There will be no double recovery of interest or costs.
6.4 Usage above purchased limits may be charged at the rate stated in the applicable Order Form or approved online purchase and disclosed before the purchase that authorised that usage. BeeLiked may require an upgrade or suspend the affected feature after reasonable notice if limits remain exceeded.
6.5 Fees are non-refundable and payment obligations non-cancellable except where the Agreement expressly provides otherwise, including under clause 5.12. A purchase order is for Customer's administration; its absence does not delay performance or condition payment, and its legal boilerplate has no effect under clause 3.4.
6.6 A paid Service with a monthly or annual Subscription Term, or with Fees stated as monthly or annual, is recurring unless the accepted Order Form or approved online purchase expressly identifies it as one-off or non-renewing. Another paid Service is recurring only if the accepted instrument expressly says so. The initial term, Billing Period and any customer-selected renewal particular are those stated in the accepted instrument, supplemented by the following defaults. If the Billing Period is not stated, it is the monthly or annual price interval and otherwise the Subscription Term. A recurring monthly Subscription Term renews for successive monthly periods, a recurring annual Subscription Term renews for successive 12-month periods, and any other recurring Subscription Term renews for successive periods of the same length. Customer may prevent renewal of a monthly Subscription Term by giving written notice at any time before the next renewal and may prevent renewal of an annual or other Subscription Term by giving at least 30 days' written notice before the current term ends, subject only to a different non-renewal notice period selected in the applicable valid Order Form or approved online purchase from options clearly disclosed before acceptance in accordance with clause 3.3. BeeLiked may elect not to renew a monthly Subscription Term by giving at least 30 days' notice and an annual or other Subscription Term on the same notice required from Customer. A standalone Professional Services performance or delivery period does not renew unless the accepted instrument expressly identifies those Professional Services as recurring.
6.7 BeeLiked may change Fees for a renewal by giving at least 30 days' notice before renewal. Customer may prevent renewal by giving notice by the later of: (a) the applicable non-renewal deadline; and (b) 15 days after BeeLiked gives the price-change notice.
6.8 If law requires Customer to withhold tax from a payment, Customer must, to the extent legally permitted, gross up the payment so BeeLiked receives the amount it would have received without withholding. Customer must provide a valid official tax receipt within 90 days. If it does so, it need not separately repay the withheld amount; if it does not, and the delay is not caused by the tax authority or another matter outside Customer's reasonable control, the shortfall becomes payable on notice. BeeLiked may object within 30 days after receiving documentation only on reasonable objective grounds.
7.1 Campaign structure determines promoter status, rights in and access to campaign data, and Controller/Processor roles. The Consumer Environment or other channel through which a Promotion is displayed or accessed, including RunnyHoney, a brand channel or Experience Plugin, does not by itself determine those roles.
7.2 For a Customer-Operated Promotion: (a) Customer is promoter; (b) Customer is responsible for creating, publishing, making available and maintaining all official rules, eligibility terms, privacy information and other notices required for the Promotion, together with its legality, marketing permissions, Rewards, taxes, fulfilment, Participant communications and all jurisdiction-specific requirements; (c) Customer is Controller of Customer Personal Data or acts for a disclosed end-client or Customer Affiliate that is Controller in the capacity established under DPA clause 1.2; and (d) BeeLiked acts as technology provider and, correspondingly, Processor or Subprocessor under the DPA. The Platform's technical ability to create or launch a Promotion without any such material does not constitute BeeLiked's review, approval or confirmation of compliance and does not impose an obligation on BeeLiked to prevent launch. BeeLiked's operation of a platform or distribution environment does not transfer Customer's promoter obligations to BeeLiked.
7.3 For a BeeLiked-Operated Promotion: (a) BeeLiked is promoter and, for a Promotion in BeeLiked's own RunnyHoney Rewards channel, sponsor, unless the exception in clause 2.5(a) applies; for another BeeLiked-Operated Promotion, BeeLiked is sponsor only where expressly stated in the applicable commercial agreement and official rules; (b) BeeLiked determines the relevant Promotion and platform Processing purposes and acts as Controller for those purposes; (c) Customer receives only the branding, reporting, sponsorship or audience-access rights stated in the applicable commercial agreement; and (d) any separate or joint Customer Controller role or transfer of identifiable Personal Data to Customer must be stated before launch in an Agreement document, including a signed amendment or data-role rider where clause 3.3 or applicable law requires one, and accurately communicated in the applicable privacy notice and official rules. A privacy notice or official rules do not by themselves amend the inter-party allocation. The Agreement document must allocate, as applicable, notices, lawful basis, rights, complaints, security, incidents, retention, transfers and liability. Hosting, distributing, featuring or promoting a Customer-Operated Promotion through RunnyHoney or another Consumer Environment does not by itself make BeeLiked its promoter, sponsor or Controller. As between the parties, and subject to their actual conduct and applicable law, a Customer does not become a co-promoter or co-sponsor of a BeeLiked-Operated Promotion merely by purchasing branding, reporting or audience access. Customer remains responsible for its supplied content, branding, claims, instructions, eligibility requirements and uses of data. Reward funding, procurement, fulfilment, taxes and Participant communications are governed by clauses 7.7 to 7.12 and any express allocation for the relevant Promotion.
7.4 Customer warrants that Customer Content, Customer Data, instructions and Customer-Operated Promotions comply with applicable law, advertising codes and official rules; do not infringe rights; are accurate in material respects; and include all required notices, consents and permissions.
7.5 For a Customer-Operated Promotion, Customer is responsible for checking whether the Promotion is lawful in each target jurisdiction, including the distinction between a free draw, prize competition and regulated lottery. For a BeeLiked-Operated Promotion, BeeLiked is responsible for the Promotion's legality within the promoter responsibilities allocated to it under clause 7.3, while Customer remains responsible for the Customer Content, claims, instructions and eligibility requirements it supplies or controls. BeeLiked's provision of tools and technical functionality for a Customer-Operated Promotion is not jurisdiction-specific legal advice.
7.6 A Promotion made available without invite-only, authenticated or equivalent access controls is inherently shareable. Each party must use appropriate access and eligibility controls within the functions and responsibilities allocated to it under clauses 7.2 and 7.3 and the applicable official rules where strict access matters. No anti-fraud or verification measure eliminates all abuse.
7.7 For a Customer-Operated Promotion, Customer is solely responsible for selecting, funding, obtaining, describing, delivering and supporting Rewards and for associated tax and consumer obligations unless an Order Form expressly says BeeLiked will procure or fulfil them on Customer's behalf. For a BeeLiked-Operated Promotion, BeeLiked is responsible to Participants for the Reward obligations imposed on the promoter by the official rules and applicable law; as between the parties, the applicable commercial agreement may require Customer to pay agreed Reward funding, sponsorship amounts or pass-through Reward cost in advance.
7.8 Where BeeLiked administers a Reward for a Customer-Operated Promotion, it acts as an administration service provider on Customer's instructions and may procure Rewards from third-party providers for Customer where expressly authorised. BeeLiked does not act as trustee, custodian, bank, e-money issuer or escrow provider. Promotional balances are not legal tender, deposits, stored monetary value or financial instruments.
7.9 Before BeeLiked accepts managed Reward funding, BeeLiked and Customer must have a written record identifying the applicable Promotion, the funding amount or objective method for determining it, its permitted use and any agreed BeeLiked fee. Customer must fund managed Rewards in advance and maintain sufficient funded balance for configured outcomes. BeeLiked may pause Reward allocation, require further funding or substitute a reasonably equivalent Reward where the stated Reward is unavailable and the applicable rules permit. Reward availability, denominations, expiry, redemption, geographic coverage, refundability and issuer restrictions may change or depend on third-party Reward providers. BeeLiked is not responsible for a provider's refusal, insolvency, system failure or changed terms except to the extent BeeLiked failed to exercise reasonable care in selecting or administering a provider it appointed.
7.9.1 Unless a signed commercial agreement expressly gives Customer a more favourable right, managed Reward funding is non-refundable except to the extent BeeLiked actually receives a corresponding cash refund from the applicable third-party Reward provider. Any Customer refund is limited to the net cash amount BeeLiked actually receives and retains that is attributable to Customer's funding, less only issued or accrued Rewards, non-recoverable provider costs, agreed BeeLiked fees and reasonable documented reconciliation costs that have not already been reflected in the amount received or separately paid; no item may be deducted twice. A provider credit, replacement value or other non-cash recovery is not cash received unless BeeLiked elects in writing to pass it through in that form. BeeLiked is not required to fund a refund before or unless it receives the corresponding cash refund, does not guarantee that unused, expired or committed funding can be recovered, and may complete reconciliation only after the provider's applicable redemption, expiry and reconciliation process has concluded.
7.10 Promotional balances and entitlements may expire, be cancelled or be removed in accordance with the applicable Order Form, approved online purchase or Participant terms, including after the stated redemption period, Account closure or termination, subject to accrued consumer rights. They are personal to the intended recipient and may not be sold, transferred, exchanged for cash or combined except where the applicable rules expressly allow it.
7.11 At expiry or termination, each party remains responsible for the Reward and Participant liabilities allocated to it under clause 7.7, the applicable official rules and the applicable commercial agreement. Customer must pay committed Reward funding, sponsorship amounts and non-cancellable third-party Reward costs that the Agreement allocates to Customer, including amounts required to meet issued or accrued Reward obligations funded by Customer. BeeLiked will reconcile managed Reward funding only after the applicable provider's redemption, expiry and reconciliation process permits it to do so. Any refund is governed exclusively by clause 7.9.1 and any more favourable express term in a signed commercial agreement.
7.12 BeeLiked does not fulfil physical prizes unless expressly agreed. Shipping, stock, addresses, returns, replacement and fulfilment remain with Customer or its fulfilment provider. Customer must not represent that BeeLiked is responsible for a Reward unless the applicable rules and signed agreement say so.
7.13 The allocations in clauses 7.2 and 7.3 apply automatically without a separate campaign role form. Every Promotion in BeeLiked's own RunnyHoney Rewards channel is BeeLiked-Operated under clauses 2.5(a) and 7.3 unless a signed campaign agreement and BeeLiked-issued or approved official rules consistently establish another structure; the official rules and privacy notice must accurately reflect that allocation, but an omission or inconsistency does not by itself convert the Promotion into a Customer-Operated Promotion. Another Promotion is BeeLiked-Operated only where both the applicable Customer contract route and BeeLiked-approved official rules satisfy clauses 2.5(b) and 7.3. Other campaign rules, privacy notices and Customer instructions may record operational detail but do not amend the contractual allocation. A later contractual change to promoter, sponsor, Controller, Processor, joint Controller or Reward-fulfilment responsibility requires an Order Form or signed amendment that expressly identifies the changed role and, where the change affects a Protected Term, satisfies clause 3.3. Official rules and privacy notices must accurately reflect the agreed allocation and the parties' actual conduct. A channel, branding, template, configuration option, support communication or BeeLiked's technical assistance does not by itself change a role, except for the express RunnyHoney Rewards default in clause 2.5(a).
7.14 Contractual role labels remain subject to actual conduct and applicable law. If the parties knowingly design a materially different arrangement, they will document the legally required roles before launch. If an unexpected difference is discovered later, they will cooperate promptly to document the required arrangement while each complies with duties applicable to its actual role. This does not impose a routine assessment, approval, monitoring or form requirement for self-service Promotions.
8.1 Each party will comply with the DPA and applicable Data Protection Laws in performing its actual role. BeeLiked's Processing as independent Controller is governed by its applicable privacy notice and is outside the processor instructions in the DPA only to the extent BeeLiked actually determines a separate lawful purpose and means; overlapping security, fraud, audit or analytics activities remain within the DPA to the extent performed on Customer's behalf. A contractual label or privacy-notice update does not change the parties' legal roles.
8.2 As between the parties, Customer retains the rights it may have in Customer Data and remains responsible for it. Customer grants BeeLiked and its subcontractors a non-exclusive, worldwide, royalty-free right during the Agreement and any lawful retention period to host, copy, transmit, display and otherwise use Customer Data only to provide, secure and support the Services, comply with law and exercise rights under the DPA. Nothing describes Personal Data as owned property or limits the rights of individuals under Data Protection Laws.
8.3 BeeLiked may generate and use data only after it has been lawfully aggregated, anonymised or deidentified so that it no longer constitutes Personal Data or personal information and does not reasonably identify Customer or an individual under applicable law. BeeLiked will apply appropriate technical and organisational controls, will not attempt reidentification and will contractually prohibit recipients from reidentifying it, for analytics, security, benchmarking and service improvement. Processing undertaken to produce that data remains subject to the DPA until valid anonymisation or deidentification is complete.
8.4 A recipient may use Confidential Information only to perform or exercise rights under the Agreement and may disclose it only to personnel, professional advisers and subcontractors who need to know and are bound by confidentiality obligations, or where law requires.
8.5 A recipient required by law to disclose Confidential Information will, where lawful, give prompt notice and reasonable assistance at the discloser's cost, and disclose only what is legally required.
8.6 Each party will protect the other's Confidential Information using at least reasonable care. These obligations continue for five years after termination and indefinitely for trade secrets and Personal Data for so long as they remain protected by law.
8.7 A threatened or actual confidentiality or Intellectual Property Rights breach may cause irreparable harm. Either party may seek injunctive or equitable relief, without making damages uncapped.
9.1 BeeLiked and its licensors retain all Intellectual Property Rights in the Services, BeeLiked Content, Documentation, configurations, improvements and underlying technology. No right transfers except the limited use right in clause 4.1.
9.2 Customer retains Intellectual Property Rights in Customer Content and any rights it may have in Customer Data. Customer grants BeeLiked a non-exclusive, worldwide, royalty-free right during the Agreement to use Customer Content to provide, display and distribute the authorised Promotion and Services. That right continues after expiry or termination only for the period and to the extent reasonably necessary to discharge accrued Promotion, Reward and Participant obligations under the Agreement, comply with law or maintain records lawfully retained under the Agreement; it does not permit a new marketing use.
9.3 Customer grants BeeLiked a perpetual, irrevocable, royalty-free right to use feedback and suggestions without identifying Customer or disclosing Confidential Information.
9.4 Customer grants BeeLiked a non-exclusive, royalty-free, worldwide licence to use Customer's name and logo on BeeLiked's website and customer lists and in sales presentations, pitch decks, proposals, partner materials, corporate presentations and other ordinary BeeLiked marketing. No case-by-case approval is required. The licence begins during the Customer relationship and survives expiry or termination until Customer gives written notice requiring future use to cease. BeeLiked may identify Customer as current or former but must not knowingly represent a former Customer as current where misleading.
9.5 Customer retains ownership of its marks and associated goodwill and warrants that it owns or is authorised to license each mark it supplies. An agency does not automatically license an end-client mark. BeeLiked will follow supplied brand guidelines, may resize or reformat a logo without materially altering it, and must not imply endorsement or exclusivity or disclose Confidential Information. BeeLiked may reasonably use public-facing Promotion imagery or content where it has the necessary rights and the use is non-confidential. Attributed testimonials or quotations, detailed case studies and non-public Promotion results require separate written approval.
9.6 Following a written opt-out, BeeLiked will cease new use within 30 days and use commercially reasonable efforts to remove the relevant material from BeeLiked-controlled digital channels. BeeLiked need not recall printed or previously distributed materials or remove third-party caches and archives.
10.1 Each party warrants that it has authority to enter into the Agreement.
10.2 BeeLiked warrants that paid Services will materially conform to the accepted Service description and the material functionality it identifies, and that Professional Services will be performed with reasonable skill and care. Documentation does not create a separate or broader conformity warranty except to the extent expressly incorporated under clause 1.4. Customer must promptly notify BeeLiked of an alleged material breach, provide reasonable particulars and supporting evidence, cooperate with investigation and remediation, and first give BeeLiked a reasonable opportunity to correct or reperform the affected paid Service, except where the breach is incapable of remedy. If a material breach is not remedied within a reasonable period, Customer may terminate the affected Service, receive a pro-rata refund of prepaid Fees attributable to its unused period or unperformed, undelivered or materially non-conforming portion, as applicable, determined by any agreed allocation or milestones and otherwise by a reasonable proportion of the affected scope, and claim proven direct loss subject to clause 12. Correction or reperformance is not Customer's sole or exclusive remedy for a material breach that remains unremedied, but a defect, delay or inconvenience that is not material does not create those additional remedies.
10.3 The warranty does not apply to issues caused by Customer Data, Customer Content, Customer systems or connectivity, unauthorised modifications, use outside Documentation, third-party products selected or controlled by Customer, Customer's delay or failure to cooperate, or Free Services.
10.4 Except as expressly stated and to the maximum extent permitted by law, BeeLiked does not warrant that Services will be uninterrupted, error-free, immune from attack, meet every Customer requirement or produce any particular participation, engagement, conversion, sales or commercial result.
10.5 No statement about future functionality or roadmap creates a commitment unless included in an Order Form. Third-party services selected, contracted for or controlled by Customer are governed by their providers' terms and BeeLiked is not responsible for those services. This clause does not limit BeeLiked's express obligations or responsibility for BeeLiked-selected or BeeLiked-managed providers, integrations or Subprocessors under clauses 4.11 and 16.4, DPA clause 5.5 or an applicable Order Form.
11.1 Customer will defend BeeLiked, its Affiliates and their officers, directors and employees against a third-party claim and indemnify them against amounts finally awarded, agreed in a settlement approved under clause 11.5, or incurred as reasonable documented external response costs, to the extent caused by: (a) Customer Content or Customer Data infringing Intellectual Property Rights, privacy or proprietary rights; (b) a Customer-Operated Promotion, including its rules, eligibility, marketing, Rewards, taxes or fulfilment; (c) Customer's unlawful collection, use, disclosure or instruction concerning Customer Data; (d) Customer's or a User's unauthorised or unlawful use of the Services; or (e) Customer breaching its Restricted Data responsibilities in clauses 4.5 to 4.9, including by configuring a field or collection whose purpose, design, wording, context, connected instructions or intended use expressly requests or would reasonably be expected to elicit Restricted Data, or by failing to take prompt reasonable corrective action after it knows or reasonably ought to know of the collection. This indemnity does not apply to a genuinely unexpected Participant submission protected by clause 4.8 or to the extent loss is caused by BeeLiked's breach or wrongdoing. A fine or penalty is covered only where recovery is lawful.
11.2 BeeLiked will defend Customer against a third-party claim alleging that authorised use of the unmodified paid subscription functionality forming part of the Services infringes a UK patent, copyright or registered trade mark, and indemnify Customer against amounts finally awarded or agreed in a settlement approved by BeeLiked.
11.3 BeeLiked has no obligation under clause 11.2 to the extent a claim arises from Customer Data, Customer Content, Rewards, Customer instructions, modification by anyone other than BeeLiked, combination with an item not supplied or approved by BeeLiked where the claim would not otherwise arise, use outside the Agreement or Documentation, or continued use after BeeLiked provides a non-infringing alternative or instructs Customer to cease.
11.4 If a claim under clause 11.2 is made or reasonably likely, BeeLiked may procure continued use, modify or replace the affected element, or terminate the affected Service and refund prepaid Fees attributable to its unused Subscription Term or unperformed or undelivered portion, as applicable. Clause 11.2 and this clause state Customer's exclusive remedy for third-party infringement.
11.5 The indemnified party must promptly notify the claim, take reasonable steps to mitigate loss, give the indemnifying party control of defence and settlement, and provide reasonable cooperation at the indemnifying party's cost. Delay relieves the indemnifying party only to the extent materially prejudiced. The indemnified party may participate with its own counsel at its own cost. No settlement may admit fault by, impose non-monetary obligations on, or fail unconditionally to release the indemnified party without its prior consent, not unreasonably withheld. Liability is reduced to reflect the indemnified party's or a third party's contribution, and no amount may be recovered twice.
11.6 All indemnity liability is subject to clause 12. BeeLiked's clause 11.2 indemnity is within BeeLiked's aggregate cap. Customer's clause 11.1 indemnity falls outside Customer's ordinary cap only to the extent it concerns the Customer-controlled third-party claims and reasonable external costs expressly described there. An ordinary breach that does not give rise to such third-party exposure remains within Customer's ordinary cap.
12.1 Subject to clause 12.5, neither party is liable under or in connection with the Agreement for: (a) indirect or consequential loss; or (b) loss of profit, revenue, anticipated savings, business opportunity or goodwill. Covered third-party indemnity amounts are not excluded solely because they correspond to a listed category. Reasonable direct mitigation, restoration, data-reconstruction or replacement-service costs are not excluded merely because they result from a material service failure, but remain subject to causation, evidence, mitigation and the applicable aggregate cap. Except in an emergency, Customer must give BeeLiked reasonable notice and an opportunity to propose correction, reperformance or a reasonable alternative before incurring material external remediation or replacement-service costs. Failure to do so does not bar recovery but reduces it only to the extent BeeLiked proves that the failure materially increased otherwise avoidable cost or prejudiced a reasonable opportunity to mitigate, taking the urgency and circumstances into account.
12.2 Subject to clauses 12.4 and 12.5, each party has one single cumulative aggregate cap for all liability of that party arising out of or in connection with paid Services throughout the entire Agreement, including all initial and renewal Subscription Terms and all claims arising from related or unrelated events. That party's single cap will not exceed 100 per cent of Relevant Fees.
12.2.1 For each party separately, its Cap Measuring Date is the date on which that party first receives from the claimant a compliant written Claim Notice asserting a bona fide claim against that party relating to paid Services and subject to the monetary cap in this clause or, if earlier, the date on which proceedings asserting such a claim are commenced against that party. For this purpose, claimant includes the other party and any person entitled under clause 16.6 to enforce the obligation on which the claim is based. A Claim Notice for this purpose must be sent under clause 16.7, be made in good faith and identify with reasonable particulars the material facts, legal or contractual basis and relief claimed so far as reasonably known; a notice under clause 11.5 counts if it also meets those requirements. A claim or part solely for liability excluded from the caps under clause 12.4 or 12.5 does not set the Cap Measuring Date; where the same notice or proceedings asserts both capped and excluded liability, the date is set only if the capped part satisfies the preceding requirements.
12.2.2 Once set, the Cap Measuring Date is final whether the first claim is later amended, withdrawn, dismissed, settled, succeeds or fails. It governs all later related and unrelated liability throughout the Agreement and is not changed by a later notice, pleading, event, claim, Order Form, Service, renewal, Fee change, credit or refund. A matter relating exclusively to Free Services does not set it. The parties may therefore have different Cap Measuring Dates and cap amounts.
12.2.3 Except where this clause expressly states otherwise, all supply, commitment, Fee, credit and refund inputs used to calculate Relevant Fees are determined immediately before the start of the Cap Measuring Date; an event occurring or taking effect on that date is treated as occurring or taking effect after that snapshot. Relevant Fees are determined as follows across all paid Services and all Order Forms, approved online purchases and Professional Services Scopes. If immediately before the start of the Cap Measuring Date no paid Service had yet been supplied, or if the Cap Measuring Date falls before the first anniversary of the date on which the first paid Service was first supplied under the Agreement, Relevant Fees are the greater of: (a) Fees attributable to paid Services supplied from that first-supply date until immediately before the start of the Cap Measuring Date; and (b) fixed non-cancellable Fees payable for the first 12 months, or any shorter committed term, of paid Services to which Customer was committed immediately before the start of the Cap Measuring Date. If immediately before the start of the Cap Measuring Date no paid Service had yet been supplied, paragraph (a) is treated as zero.
12.2.4 In every other case, Relevant Fees are the Fees attributable to paid Services supplied during the 12 months ending immediately before the start of the Cap Measuring Date. Time-based Fees are allocated pro rata to the relevant supply period. A one-off or milestone Fee is included only to the extent its associated work was performed or deliverable made available in the applicable period. Variable or usage Fees use the amount accrued for supply in that period. Except for fixed non-cancellable Fees expressly included by the initial-period rule above, Fees for future, unperformed or unsupplied Services and variable or usage Fees not accrued before the Cap Measuring Date are excluded. A Service first committed on or after the Cap Measuring Date does not form part of Relevant Fees or reset or increase the cap unless a signed amendment satisfying clause 3.3 expressly provides otherwise.
12.2.5 For this clause, a contractual Fee credit or refund is granted when Customer's unconditional contractual entitlement to it arises, whether or not it is quantified, invoiced, credited or paid later. A credit or refund granted before the start of the Cap Measuring Date reduces only the related Fee included in Relevant Fees and cannot reduce it below zero. In applying the initial-period greater-of test, each such credit or refund is attributed and applied once to each paragraph (a) or (b) in which the related Fee would otherwise be included before the two paragraphs are compared; it is not deducted again after the greater amount is selected. A credit or refund granted on or after the start of that date does not change Relevant Fees or the cap and is addressed once, where applicable, under clause 12.7.
12.2.6 Taxes, Reward funding and pass-through third-party costs do not form part of Relevant Fees, whether or not an applicable document includes them within Fees. A credit or refund attributable to any such excluded amount does not reduce Relevant Fees; a composite amount is allocated by any agreed allocation and otherwise reasonably by attribution. Compensation for a claimed loss does not reduce Relevant Fees and is applied only once under clause 12.7. Relevant Fees in different currencies are converted to GBP using the Bank of England published daily exchange rate for the Cap Measuring Date or latest preceding Business Day, or if unavailable the corresponding European Central Bank reference rate or another objectively reasonable published institutional rate. BeeLiked's liability under the DPA, Security Measures, confidentiality obligations, transfer mechanisms and clause 11.2 forms part of BeeLiked's one paid-Services cap to the maximum extent permitted by law. There is no separate enhanced cap or fixed monetary floor.
12.3 Functionality made available as part of any paid Service is treated as paid for this clause even if no separate Fee is attributed to that functionality. Functionality made available only without charge, including Free Services, free trials and unpaid beta or preview functionality not supplied as part of a paid Service, is treated as a Free Service for this clause. Whether functionality is supplied as part of a paid Service or as a separate Free Service is determined by the accepted Service description, incorporated Purchase Information and retained activation record, not merely because it is accessible through a paid Account or technically integrated with paid functionality. If those records do not identify no-fee beta or preview functionality as included in a paid Service, it is treated as a separate Free Service for this clause. For functionality treated as a Free Service, Customer's principal remedy is to cease use. Subject to clauses 12.4 and 12.5, each party's total aggregate monetary liability relating exclusively to all Free Services is GBP 100. BeeLiked liability under the DPA, Security Measures, a Security Incident, confidentiality obligations or transfer mechanisms that arises exclusively from Free Services forms part of BeeLiked's GBP 100 limit rather than clause 12.2. Any liability that does not relate exclusively to Free Services, including liability from facts, failures or a series involving paid functionality to any extent, forms part only of the clause 12.2 cap and the GBP 100 limit is not additional. A single loss, connected event or series may not be split between the two limits. This separate Free Services limit does not create a minimum cap for paid Services.
12.4 Customer's caps in clauses 12.2 and 12.3 do not limit: (a) Fees, taxes, overages, Reward funding and other payment obligations; (b) Customer's infringement, misuse or misappropriation of Intellectual Property Rights in the Services or BeeLiked Content; (c) Customer fraud or fraudulent misrepresentation; (d) the Customer-controlled third-party indemnity liabilities and reasonable external costs expressly described in clauses 11.1 and 11.6; (e) Customer's deliberate or wilful misuse of the Services; (f) Customer's deliberate breach of confidentiality; or (g) Customer's grossly negligent, reckless or deliberate unlawful Processing of Personal Data. For clause 12.4(g), gross negligence means a serious and obvious departure from the standard of care reasonably expected in the circumstances, involving disregard of or indifference to an obvious and material risk. Except for those stated exclusions, no higher Customer risk cap applies unless expressly agreed in an amendment satisfying clause 3.3.
12.5 Nothing excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability only to the extent law prohibits exclusion or limitation. No other category is automatically uncapped.
12.6 Except for Customer liability excluded from its caps under clause 12.4 and liability under clause 12.5, the exclusions and caps apply however liability arises, including contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty, gross negligence, wilful misconduct, deliberate breach and repudiatory breach.
12.7 Claims arising from the same or related facts, failures or series of events are connected claims and aggregate from the first event. The single cumulative cap in clause 12.2 is not separate and does not reset per claim, event (whether related or unrelated), year, renewal, document, Order Form, approved online purchase, Professional Services Scope, Affiliate, Data Subject or legal theory. All amounts paid or payable in respect of capped liability permanently reduce the amount remaining under that one cap. Relevant Fees and the cap are calculated once under clauses 2.29 and 12.2 across all paid Services included there, not only the Service or contract document affected by the first claim. No loss may be recovered twice or counted under more than one remedy or characterisation. Service credits, refunds, avoided Fees, insurance recoveries and other compensation received for the same loss reduce the amount otherwise recoverable. For avoidance of doubt, a credit or refund applied under clause 12.2 is not deducted again from Relevant Fees or the cap after the greater amount is selected, but remains taken into account when determining the uncompensated amount of the same loss, so that damages or other recovery plus the credit or refund cannot exceed that loss. A later credit or refund does not change Relevant Fees or the cap. Any obligation expressly imposed by the Agreement to cancel or credit unpaid Fees or to pay a contractual refund of Fees is a price-adjustment and payment obligation outside the monetary caps; its non-payment does not convert that obligation into capped liability or deplete the cap. It affects Relevant Fees only as clause 12.2 expressly provides and remains subject to this clause's rule against recovery exceeding the same uncompensated loss.
12.8 Each party generally bears a fine, penalty or sanction imposed directly on it. Subject to causation, evidence, mitigation, contribution and BeeLiked's single aggregate cap, direct loss caused by a DPA breach or Security Incident may include reasonable documented external forensic, legally required notification, regulator-response, restoration and remediation costs. Credit or identity monitoring is recoverable only where required by law or a Supervisory Authority or agreed in writing before commitment. Internal management time, overhead, voluntary customer concessions, reputational expenditure or campaigns, legally non-recoverable fines and improvements beyond the contracted Services or Security Measures are excluded.
12.9 The existence or amount of insurance does not determine, increase or guarantee liability or payment. The caps apply independently of policy limits, exclusions, deductibles, defence costs and aggregation.
12.10 The parties acknowledge that the Fees, available remedies, allocation of control and insurance position reflect this clause and that BeeLiked would not provide the Services on the same terms without it.
12.11 A party must commence a claim arising out of or in connection with the Agreement within two years after the cause of action accrued. The claimant bears the burden of establishing any exception. If facts essential to establishing a material claim, rather than merely its full value or consequences, could not reasonably have been discovered through ordinary diligence within that period, the claim may be commenced within 12 months after the claimant discovered, or reasonably should have discovered, those essential facts, subject to an absolute longstop of six years after accrual. This time bar applies to confidentiality and DPA claims except to the extent applicable law prohibits the restriction. It does not apply to BeeLiked's claims for Fees, taxes, overages, Reward funding or other payment obligations; enforcement of Intellectual Property Rights in the Services or BeeLiked Content; fraud, fraudulent misrepresentation or deliberate concealment; or liability that cannot lawfully be restricted. A third-party indemnity claim is timely if the indemnified party gave notice under clause 11.5 and commences its inter-party claim within two years after the underlying third-party matter is finally determined, settled, withdrawn or abandoned; reasonable external costs incurred earlier may be included, and for a claim notified under clause 11.5 the six-year longstop does not expire before the end of that two-year period. A claim is commenced only by issuing court proceedings or commencing arbitration agreed by the parties. A complaint, notice, reservation of rights or negotiation does not suspend time; only an express signed written standstill does.
13.1 BeeLiked will maintain during the Subscription Term public and product liability insurance with limits of at least GBP 2,000,000 per occurrence, placed with an insurer holding an A.M. Best rating of at least A- or a recognised equivalent rating, together with any insurance required by law.
13.2 Unless an amendment satisfying clause 3.3 says otherwise, BeeLiked is not required to obtain or increase cyber, technology errors and omissions, professional indemnity or other customer-specific cover; name another person as additional insured or loss payee; waive subrogation; disclose a complete policy, premium or underwriting material; or maintain tail cover solely for Customer.
13.3 Customer-specific insurance is conditional on: (a) insurer or broker confirmation of availability after accurate underwriting information; (b) Customer providing information reasonably required for the application; (c) prepayment of incremental premium, Insurance Premium Tax, broker charges and directly attributable external/compliance cost; (d) a commercially proportionate multi-year minimum Subscription Term and non-cancellable committed Fees; (e) continuing availability on commercially reasonable terms; (f) annual adjustment for premium, tax, scope and insurer requirements; and (g) no expansion of contractual liability.
13.4 BeeLiked need not make an inaccurate representation, accept a control it cannot evidence or implement, or procure commercially unreasonable cover. It may replace cover with substantially equivalent cover. A certificate or broker confirmation is sufficient evidence unless law or an amendment satisfying clause 3.3 requires more under confidentiality.
14.1 The Agreement starts on the earliest of: (a) a valid Order Form effective date; (b) completion of an approved online purchase satisfying clause 1.3; (c) Customer's Account registration or affirmative activation of a Free Service, or Customer's first use of that Free Service after conspicuous notice that use constitutes acceptance, in each case where the exact Terms and DPA were presented under clause 1.3 and the standard Free Service description in clauses 2.19 and 5.6 applied; BeeLiked's unilateral activation or provisioning is not Customer acceptance; (d) another acceptance event under clause 1.3 where Services are then made available; and (e) Customer's acceptance of a BeeLiked-issued Professional Services Scope under clause 5.7, at the recorded acceptance time, provided that for a paid Service it satisfies clause 1.3.
14.1.1 A later service, delivery, performance or other operational commencement date stated in an Order Form, approved online purchase or Professional Services Scope delays only the relevant supply or performance. It does not delay formation of the Agreement, the application of clause 8 or the DPA, Customer's paid-Service commitment under the accepted document set, or any invoice or payment date stated in that document or arising under clause 6.2.
14.1.2 The commercial Agreement continues while an Order Form or Subscription Term remains in force. On expiry or termination, the DPA continues to the extent and for the periods stated in DPA clause 12.1, and the provisions identified in clauses 14.5 to 14.7 continue to the extent and for the periods stated there. Each Order Form and Free Service continues for its applicable Subscription Term. Either party may terminate a Subscription Term consisting exclusively of Free Services at any time on notice, and BeeLiked may withdraw a Free Service on reasonable prior notice where practicable. The commencement of the Agreement does not cause a later version of these Terms to apply before the date on which that version becomes binding on the parties, unless the parties expressly agree otherwise in writing.
14.2 If the other party materially breaches, either party may terminate the affected Order Form, Service, Professional Services Scope or other severable part immediately by written notice where the breach is incapable of remedy or remains unremedied 30 days after notice. The innocent party may instead terminate the Agreement only where that breach materially affects the Agreement as a whole, materially affects Services that are not reasonably severable, or cannot reasonably be confined to the affected severable part. Subject to applicable insolvency law, either party may also terminate if the other becomes insolvent, enters administration or liquidation, has a receiver appointed, ceases business or is unable to pay debts, excluding a solvent restructuring. Nothing in this clause permits BeeLiked to exercise a right that is prohibited or suspended by applicable insolvency law, but BeeLiked retains any right lawfully arising from non-payment for post-insolvency supply, Customer consent or permission of the court.
14.3 BeeLiked may suspend or restrict affected Services or functionality, or quarantine, restrict or remove affected content or data, where acting reasonably and proportionately it believes that: (a) Customer's undisputed payment is more than 15 days overdue; (b) Customer activity is unlawful or materially breaches the Agreement; (c) activity threatens the security, integrity, availability or lawful operation of the Services; (d) Customer's email activity causes excessive bounces, spam complaints, abuse reports or material deliverability harm; (e) content infringes, or is the subject of credible repeated allegations that it infringes, third-party rights; (f) usage materially exceeds applicable limits, disrupts the Services or adversely affects other users; (g) activity creates material harm to BeeLiked, its customers, infrastructure, operations or business reputation; or (h) action is required by law or a binding requirement of a relevant infrastructure, communications, platform or service provider. BeeLiked will normally give reasonable notice and an opportunity to correct the issue, but may act immediately where the risk is urgent, continuing, legally mandated or cannot reasonably be contained while notice is given. BeeLiked will notify Customer as soon as reasonably practicable and limit action to what it reasonably considers necessary. Customer is not entitled to a remedy merely because BeeLiked takes action that this clause expressly permits, but nothing in this clause excludes or limits liability for BeeLiked's failure to comply with it, negligence, breach or other liability except under clause 12.
14.4 Customer may terminate an affected Service where clause 10.2 or the Agreement expressly gives that right for an unremedied material breach, material Service reduction, DPA update or Subprocessor objection. BeeLiked will refund prepaid Fees attributable to the unused period or unperformed, undelivered or materially non-conforming portion of the terminated affected Service, as applicable, determined by any agreed allocation or milestones and otherwise by a reasonable proportion of the affected scope. Any claim for proven direct loss remains subject to clause 12.
14.5 On expiry or termination of all Services under the Agreement: (a) access ends; (b) accrued rights and payment obligations remain, except to the extent the Agreement expressly cancels, credits or requires a refund of the same amount; (c) Customer must pay amounts accrued to termination, subject to any cancellation, credit or refund expressly required by the Agreement; (d) each party returns or destroys Confidential Information on request, subject to law binding on it, accrued obligations, records permitted to be retained under the Agreement and protected routine backups; and (e) all Customer Data is returned or deleted under clauses 14.6 and the DPA.
14.5.1 If expiry or termination affects only an identified Service, Order Form, Scope or other severable part and another Service continues, access ends only for the ended part; paragraphs (d) and (e) apply at that time only to Confidential Information, Customer Data and Customer Personal Data exclusively attributable to the ended part and no longer reasonably required for a continuing Service. Shared information and data, and information and data reasonably required for a continuing Service, remain subject to clause 8 and the DPA and will be returned or deleted when the last relevant Processing or Service ends, or earlier on Customer's documented lawful instruction under the DPA, subject to DPA clause 10.2. If compliance with that instruction would prevent or materially impair a continuing Service, the suspension, configuration and termination rules in clause 5.12 apply. Access, Services, commitments and payment obligations unaffected by the partial expiry or termination continue.
14.5.2 Where any provision of the Agreement requires a refund of prepaid Fees attributable to an unused period or unperformed, undelivered or materially non-conforming portion following cancellation or termination, every unpaid obligation to pay Fees attributable to the same refundable portion is cancelled and, for clause 12.2, treated as a contractual Fee credit granted when the corresponding refund entitlement arises, whether invoiced, due or uninvoiced. Corresponding taxes are adjusted only to the extent required by applicable law.
14.5.3 Subject to Customer's pre-trigger cancellation right under clause 5.12 for a third-party cost that BeeLiked has not incurred or irrevocably committed before cancellation takes effect, a refund of prepaid Fees under the Agreement excludes, and this rule does not cancel, an amount attributable to Reward funding, sponsorship, pass-through or third-party costs to the extent it is non-refundable under clause 7.9.1, is non-recoverable from the applicable provider, has been issued, accrued, incurred or irrevocably committed, or the applicable contractual document expressly states that it is non-refundable, non-cancellable or preserved. Where BeeLiked actually receives a corresponding cash refund of managed Reward funding, clause 7.9.1 governs the amount, deductions and timing of any Customer refund. This rule also does not cancel any other non-Fee payment obligation that the Agreement expressly preserves on cancellation, expiry or termination. This rule is an express exception to clause 6.5.
14.6 Subject to the partial-expiry and termination rule in clause 14.5, Customer may export Customer Data using standard features while the Account remains accessible. For 30 days after expiry or termination, BeeLiked will, on written request, make an available standard export of all then-existing Customer Data reasonably capable of export, including non-personal campaign results, assets and configuration data, without conditioning the standard export on payment of disputed amounts. BeeLiked need not maintain Account access and may charge agreed Fees for non-standard retrieval, restoration, migration or Professional Services. Customer's DPA clause 10.1 rights prevail for Customer Personal Data. After the applicable return period or completed return, BeeLiked may delete remaining Customer Data without undue delay, subject only to law binding on it, documented legal holds and protected backups kept beyond ordinary use for no longer than reasonably necessary under its identified backup cycle.
14.7 Clauses intended by nature to survive do so, including payment, confidentiality, Intellectual Property Rights, indemnities, liability, accrued rights, governing law and the DPA in accordance with DPA clause 12.1.
15.1 Prospective online updates apply only where Customer accepted through an Account registration, approved online purchase, clickwrap or use-based process that, when accepted, expressly reserved that update mechanism. BeeLiked may then update online Terms by publishing revised Terms and retaining the version supplied with the notice. BeeLiked will give each Customer with a current paid Subscription Term at least 30 days' notice by email or in-app notification of a material change. An in-app notification under this clause is deemed received when first displayed to an Admin User; a silent website or Account update is not notice. A materially adverse change applies no earlier than the next renewal unless it must take effect sooner for legal, regulatory or security reasons. Customer may object, exercise any express termination right or choose not to renew. For a materially adverse change, Customer's non-renewal deadline is the later of the otherwise applicable deadline and 15 days after BeeLiked gives that notice. Continued use after the notified effective date or renewal constitutes acceptance only where the notice identifies the exact revised documents, makes that consequence clear and the acceptance record satisfies clause 15.3. Signed or otherwise fixed Terms do not update unless their governing instrument expressly permits it or the parties agree a change. This clause does not change a Protected Term, whether by a general or Customer-specific update, and continued use or renewal does not accept such a change, unless the change satisfies clause 3.3 or is the limited legally necessary DPA update permitted by clause 15.2.
15.2 Subject to clauses 15.1 and 15.3, non-material, beneficial, security-related and legally necessary changes may take effect on the notified date. This clause is the only exception to clause 3.3 for a Protected Term: BeeLiked may update the DPA during a Subscription Term only where reasonably necessary to keep Processing lawful following a change in Data Protection Laws, a binding regulatory requirement or a change to an approved transfer mechanism. BeeLiked must give reasonable prior notice where lawful and practicable, identify the legal reason and effective date, and retain the version supplied with that notice. If the legal urgency makes reasonable prior notice impracticable, BeeLiked will give as much prior notice as practicable and otherwise notice without undue delay after the update takes effect. Such an update may not materially reduce the Security Measures, materially expand Processor purposes, increase Fees or change liability or insurance without an agreement satisfying clause 3.3. If a legally necessary DPA update materially adversely affects Customer and cannot reasonably be resolved, Customer may terminate only the affected Service before it takes effect. If the update took effect before Customer could reasonably exercise that right, Customer may instead terminate by notice received within 30 days after BeeLiked's notice of the update; Customer's continued use during that period does not by itself waive the right. BeeLiked will provide a pro-rata refund of prepaid unused Fees following termination.
15.3 Terms are fixed where the exact applicable documents were signed or attached, expressly incorporated into an accepted written instrument, or accepted through a process that records the Customer, applicable document-version identifier, acceptance route, event and time, together with affirmative assent. Fixed Terms remain governed by the incorporation and variation provisions of the relevant agreement and are not displaced merely by a website update. A later online version does not override conflicting wording expressly agreed in a signed Order Form, agreement or amendment unless that document expressly permits the update or the parties agree a change. BeeLiked will retain one centrally retrievable master or equivalent retrievable text for each identified version of these Terms and the DPA, together with the material acceptance-screen or presentation wording used for that version, in accordance with its ordinary record-retention practices. The per-Customer acceptance record may link to that central master and need not contain a duplicate copy.
15.4 No employee, account manager or representative may amend a Protected Term unless a BeeLiked director or another person expressly authorised to approve Protected-Term changes signs a document satisfying clause 3.3. Emails, calls, proposals, purchase orders, portals, tickets, support messages, statements of work and ordinary account-management communications do not by themselves amend Protected Terms. Nothing prevents an estoppel where BeeLiked itself makes an unequivocal representation that an otherwise informal variation is valid and Customer reasonably relies on something more than the informal promise alone.
15.5 Subject to clause 15.6, the Agreement is the entire agreement about its subject matter. Each party acknowledges that it has not relied on a statement not set out in the Agreement, except that this does not exclude fraud or fraudulent misrepresentation, excuse a knowingly or recklessly inaccurate statement, or override a representation expressly incorporated into a signed agreement. To the maximum extent lawful, any permitted non-fraud misrepresentation claim is subject to clause 12.
15.6 A Historic Data Agreement is superseded only to the extent that a later agreement or amendment validly entered into between the parties expressly identifies it by title or other unambiguous identifier and states that it replaces, supersedes or prevails over it. The later instrument must state its effective date, the Processing it governs and whether accrued rights are preserved or released. For clarity, the conflict priority in clause 3.2(b) and DPA clause 12.2 does not by itself supersede or terminate a Historic Data Agreement: it disapplies only a conflicting provision for Processing governed by the DPA, while any non-conflicting provision remains in force unless and until superseded under this clause. Whether a continuing historic obligation is a permitted standalone supplement or an alteration requiring clause 3.3 is determined by the final rules in clauses 3.2(c) and 3.3. A questionnaire, tender response, portal entry, email or unsigned draft is not a Historic Data Agreement merely because it was supplied, completed or relied upon.
15.7 BeeLiked may rely on Account acceptance records, the centrally retained version masters and acceptance-screen wording described in clause 15.3, and other contemporaneous business records to evidence acceptance in accordance with its ordinary record-retention practices. The Agreement does not require BeeLiked to publish a public archive, retain a duplicate immutable copy for each Customer, maintain a separate customer-by-customer document repository, implement a new re-acceptance workflow, retain device or IP evidence, or attach the Terms to every Order Form.
16.1 Compliance. Each party will comply with laws specifically applicable to its performance. BeeLiked is not responsible for laws applicable solely to Customer, Customer's industry, Customer Content or Customer-Operated Promotions.
16.2 Force majeure. Neither party is liable for delay or failure caused by events beyond reasonable control, excluding payment. The affected party will notify, mitigate and resume performance. If material failure continues for 45 days, either party may terminate the affected Service on 15 days' notice and BeeLiked will refund prepaid Fees attributable to its unused period or unperformed, undelivered or materially non-conforming portion, as applicable, determined by any agreed allocation or milestones and otherwise by a reasonable proportion of the affected scope.
16.3 Assignment and transfer. Customer may not assign, transfer or novate the Agreement without BeeLiked's prior written consent, not unreasonably withheld for a transfer to an Affiliate or as part of a sale of substantially all relevant business, provided the proposed transferee is not a competitor and is creditworthy. BeeLiked may assign its rights to an Affiliate or as part of a merger, reorganisation or sale of all or substantially all of the relevant business. BeeLiked may also transfer or novate the whole Agreement, including the DPA, to such an Affiliate or successor by giving Customer written notice identifying the transferee and effective date, but only if the transferee has first agreed in writing, for Customer's benefit, to assume all BeeLiked obligations under the Agreement arising on or after that date. Customer gives its advance consent to that substitution in accordance with this clause, and the transferee replaces BeeLiked on the effective date without a further Customer signature. Before any Customer Personal Data is disclosed to the transferee as replacement Processor, the transferee must be bound by the DPA and any applicable transfer mechanism. Until an effective transfer or novation, BeeLiked remains responsible for performance, and any person Processing Customer Personal Data on its behalf is subject to the DPA's applicable Subprocessor requirements. No assignment, transfer or novation relieves either party of obligations accrued before its effective date.
16.4 Subcontracting. BeeLiked may subcontract performance but remains responsible as stated in clause 4.11 and the DPA.
16.5 Relationship. The parties are independent contractors. Nothing creates partnership, joint venture, employment, fiduciary or general agency relationship. Any authority for BeeLiked to procure a Reward is limited to the express authorisation in clause 7.8 and does not create a wider agency or fiduciary relationship.
16.6 Third-party rights. BeeLiked's Affiliates and the officers, directors and employees protected by clause 11.1 may enforce that clause under the Contracts (Rights of Third Parties) Act 1999, subject to clauses 11 and 12 as if they were BeeLiked. A Controller Affiliate that Customer validly binds to the DPA under clause 3.1 may enforce the DPA solely for its Customer Personal Data, subject to the Agreement's liability and dispute provisions. They have no other right under the Agreement, and the parties may rescind or vary the Agreement without their consent, provided a variation does not retrospectively remove an accrued Controller Affiliate right. No other person not party to the Agreement may enforce it under that Act, without affecting rights that exist independently.
16.7 Legal notices must be in writing and sent by hand, prepaid first-class post or email. A notice to BeeLiked is valid if sent either to Legal, BeeLiked Media Ltd at its registered office by hand or post, or to support@beeliked.com by email; Customer should copy the known account contact, but failure to send that copy does not invalidate an otherwise valid notice. Notices to Customer use the legal-notice details in the Order Form or, if there is no Order Form or those details are incomplete, the current business email or postal address associated with the Account and its Admin User. Customer must keep those details current. For this clause, recipient business hours are 9:00 a.m. to 5:00 p.m. on a Business Day at the recipient's address stated for notices. Hand delivery is received when left at the correct address during business hours, otherwise at 9:00 a.m. on the next Business Day. Post is received two Business Days after posting. Email is received at 9:00 a.m. on the next Business Day after it is correctly addressed and sent without a delivery-failure message. This does not apply to service of proceedings.
16.8 Waiver. Delay or failure to exercise a right is not waiver. A waiver must be written and applies only to the stated instance.
16.9 Severability. If a provision is invalid or unenforceable, it is modified to the minimum extent necessary, or deleted if modification is impossible, without affecting the remainder.
16.10 Remedies. Rights and remedies are cumulative except where an exclusive remedy is expressly stated.
16.11 Governing law and jurisdiction. The Agreement and non-contractual obligations are governed by English law. The courts of England and Wales have exclusive jurisdiction, except either party may seek urgent injunctive relief in another competent jurisdiction.
16.12 Counterparts and electronic signature. An Order Form or amendment may be signed in counterparts and electronically. Each counterpart is an original and together they form one instrument.
16.13 Export controls and sanctions. Customer must not access, use, export, re-export, supply or make the Services available in breach of applicable trade sanctions, export controls or restricted-party laws. Customer represents that it and its Users are not prohibited from receiving the Services under laws applicable to BeeLiked's supply. BeeLiked may refuse or suspend the affected supply where reasonably necessary to comply with those laws or a binding direction, and will give notice where lawful and practicable.
1.1 This DPA applies where BeeLiked Processes Customer Personal Data as Processor or Subprocessor, or as a service provider or contractor under US State Privacy Laws, to provide the Services. It forms part of the Agreement and protects the Customer Personal Data of each Controller validly covered under clause 1.2. That protection does not itself grant a non-party direct enforcement rights; Customer exercises the DPA rights for a disclosed non-affiliate upstream Controller, and direct third-party enforcement is governed solely by Terms clause 16.6.
1.2 For Customer Personal Data, Customer is Controller or, where it acts for a disclosed end-client, Processor authorised to appoint BeeLiked as Subprocessor. A Customer Affiliate may be Controller only where Customer has authority to bind it to this DPA or it signs its own Order Form or accession. Customer warrants that each upstream Controller has authorised the Processing, BeeLiked's appointment, subprocessors and transfers, and that Customer may give instructions and exercise DPA rights for it. BeeLiked is Processor, Subprocessor, service provider or contractor as the applicable law and actual Processing require. Each party is an independent Controller only for Personal Data for which it actually determines a separate lawful purpose and means, including BeeLiked's account administration, billing, legal compliance and the specifically identified security, fraud-prevention or product-analytics purposes described in its applicable privacy notice. For clarity, authenticating a Customer User and administering that User's access to Customer-selected Services under Annex A is Processing on the relevant Controller's behalf. BeeLiked may separately act as Controller for its own account-security, fraud-prevention or legal-compliance purpose only to the extent it actually determines that separate purpose and means and does not retain or reuse Customer Personal Data from Processor systems contrary to this DPA. A label or privacy-notice update does not reclassify Processing performed on a Controller's behalf.
1.3 The subject matter, duration, nature, purposes, Personal Data or personal-information types and Data Subject or consumer categories are in Annex A. Customer's lawful selection, configuration and documented instructions identify which agreed Processing applies, but neither an Order Form nor an instruction expands the authorised Processing or materially alters the required safeguards or protected risk allocation. Any materially different purpose, individual category or regulated-information type, and any Restricted Data profile, must first be authorised through the applicable signed-amendment or rider route in clause 6A.3, Annex A A3 to A5 and clause 3.3 of the Terms. Additional operational assistance within the already authorised scope may be documented in an Order Form or written instruction accepted by BeeLiked and may be subject to agreed Fees.
1.4 Each party must comply with Data Protection Laws applicable to its role. Nothing relieves either party of direct statutory responsibility.
1.5 In this DPA: EU GDPR means Regulation (EU) 2016/679; UK GDPR has the meaning given in section 3(10) of the Data Protection Act 2018; SCCs means the standard contractual clauses approved by the European Commission for international transfers, including Commission Decision (EU) 2021/914 as applicable; UK Addendum means the then-current International Data Transfer Addendum issued by the UK Information Commissioner for use with the SCCs; and US State Privacy Laws means US state laws applicable to BeeLiked's Processing as a service provider, contractor or processor, including the California Consumer Privacy Act as amended.
2.1 BeeLiked will Process Customer Personal Data only on Customer's documented lawful instructions, including with regard to transfers to a third country or international organisation and including the Agreement, configured use and written instructions accepted by BeeLiked, unless required otherwise by UK law or, where the EU GDPR applies, by Union or Member State law to which BeeLiked is subject. BeeLiked will notify Customer of the legal requirement before Processing unless that law prohibits notice on important grounds of public interest.
2.2 BeeLiked will immediately inform Customer if, in BeeLiked's opinion, an instruction infringes applicable Data Protection Laws and may suspend that instruction to the minimum extent and for the minimum period reasonably necessary while the parties resolve it.
2.3 Customer warrants it has all notices, lawful bases, permissions and authority necessary for Customer Personal Data and instructions, and that instructions are lawful, proportionate and within the agreed Services.
2.4 An instruction requiring material configuration, additional Processing or disproportionate assistance within the already authorised scope is subject to feasibility, additional Fees and an Order Form or amendment. An Order Form, configuration or instruction cannot change a Protected Term or authorise a materially different purpose, Data Subject category or Personal Data type, Restricted Data, or materially increased security or risk; any such change must first be documented in a signed amendment or rider satisfying clause 3.3 of the Terms and the applicable requirements of clause 6A.3 and Annex A A3 to A5.
3.1 BeeLiked will ensure persons authorised to Process Customer Personal Data are bound by confidentiality and receive appropriate privacy/security training for their responsibilities.
3.2 Access is limited to personnel who need it for the Services and is removed or adjusted when no longer required.
4.1 BeeLiked will implement and maintain all technical and organisational measures required by Article 32 of the UK GDPR and corresponding Data Protection Laws, including the Security Measures, taking account of the state of the art, implementation cost, nature, scope, context and purposes of Processing and risks to individuals.
4.2 Annex B states the contractual Security Measures. Policies, audit materials, reports, questionnaires and presentations do not modify it unless expressly incorporated by an amendment satisfying clause 3.3 of the Terms.
4.3 BeeLiked may update the Security Measures where the update does not materially reduce overall protection. Customer is responsible for securely configuring Customer-controlled settings, Users, devices, integrations and credentials.
5.1 Customer gives general written authorisation for BeeLiked to use Subprocessors. BeeLiked will make available, at a current Subprocessor-list location notified to Customer or on reasonable request, a list identifying the Subprocessors used to Process Customer Personal Data and the general service each provides. BeeLiked will provide reasonably available information about relevant Processing locations and transfer safeguards on reasonable request. A privacy notice may link to that list but is not incorporated into the Agreement as a contractual warranty except for the list commitment expressly stated here.
5.2 BeeLiked will give at least 10 calendar days' prior notice by email or in-app notification of an intended new or replacement Subprocessor using the last Account, Admin User or designated privacy contact details notified to BeeLiked. Customer is responsible for keeping those details current. Email notice is deemed received at 9:00 a.m. on the next Business Day after it is correctly addressed and sent without a delivery-failure message; an in-app notice is deemed received when first displayed to an Admin User. A silent webpage update is not notice. Customer may object within the notice period only on reasonable documented data-protection grounds and has no individual approval or general veto right. If Customer does not object within that period, it loses the contractual objection right for that appointment and silence is treated as no objection.
5.3 BeeLiked will respond in good faith to a timely objection by providing further information or safeguards, avoiding the Subprocessor where reasonably feasible, or offering a commercially reasonable alternative, which may involve additional cost or different functionality. The proposed Subprocessor will not Process affected Customer Personal Data until the objection is resolved or BeeLiked has reasonably demonstrated that the objection is unfounded. If no reasonable solution exists, Customer may terminate only the Service that cannot reasonably be provided without that Subprocessor by notice before the Subprocessor begins Processing. Customer's sole entitlement arising merely from that termination is a pro-rata refund of prepaid Fees attributable to the unused affected Service, with no damages or other compensation. An objection does not permit termination of unaffected Services.
5.4 Notwithstanding clause 5.2, where a Security Incident, serious vulnerability, provider outage, insolvency or threatened withdrawal, urgent legal or regulatory requirement, or material continuity or data-protection risk requires an expedited change, BeeLiked may give a prior-notice period shorter than 10 calendar days for an intended Subprocessor addition or replacement, but will give as much prior notice as reasonably practicable. The abbreviated period stated in that notice is the applicable objection period, Customer will consider any reasonable objection promptly, and the new Subprocessor will not Process Customer Personal Data until Customer has received the required information and had an opportunity to object during that period and the general-authorisation requirements have otherwise been satisfied. If any prior notice is reasonably impossible, BeeLiked will not use a new Subprocessor under Customer's general authorisation unless Customer first gives specific written authorisation for the identified provider. BeeLiked may instead use an already authorised Subprocessor or suspend or limit the affected Processing to the extent reasonably necessary until the notice and authorisation requirements can be satisfied. A disclosure or Processing step directly required by law is governed by clause 2.1 and does not by itself appoint the recipient as a Subprocessor. BeeLiked may use an already authorised Subprocessor immediately and need not disclose confidential commercial terms or information whose disclosure would create a security risk.
5.5 BeeLiked will impose on each Subprocessor by written contract: (a) the same data-protection obligations required by Article 28(4), insofar as applicable to the Processing entrusted to that Subprocessor; and (b) where US State Privacy Laws apply, restrictions and obligations that comply with those laws and are no less protective than clause 6A, including the applicable limited-purpose, no-sale, no-sharing, use, disclosure, combination, privacy-protection, security, consumer-request, compliance-notification and assistance requirements. The Subprocessor contract will give BeeLiked rights sufficient to monitor compliance and to stop and remediate unauthorised use so that BeeLiked can meet its corresponding obligations to Customer, and will require any further Subprocessor to be bound by a compliant written contract. BeeLiked remains responsible to Customer for the Subprocessor's performance of those obligations, subject to the Agreement.
6.1 For this clause 6, a restricted transfer means a transfer of Customer Personal Data treated as restricted under applicable Data Protection Laws. BeeLiked will not make a restricted transfer without a lawful transfer mechanism, the required data-protection or transfer-risk assessment and supplementary measures where required.
6.2 For a restricted transfer by BeeLiked to a Subprocessor, BeeLiked will enter into the applicable SCCs, UK International Data Transfer Agreement (IDTA), UK Addendum or other lawful safeguard with that Subprocessor and complete the required modules, tables and annexes before the transfer. BeeLiked may rely on certification only where a competent authority has approved the applicable scheme for that transfer and the recipient has made binding and enforceable commitments providing the required safeguards. Customer authorises BeeLiked to enter the applicable mechanism as necessary to perform the Services.
6.3 If a restricted transfer directly between Customer and BeeLiked requires SCCs, the IDTA or a UK Addendum and is not covered by adequacy regulations or another lawful mechanism, the parties will put the applicable transfer mechanism and required assessment in place before commencing that transfer. Annex A, Annex B, the Order Form, BeeLiked's then-current Subprocessor list and the parties' contact details may be used to complete it, but this DPA does not treat an incomplete mandatory table, module, annex or assessment as completed.
6.4 The SCCs, IDTA or UK Addendum prevail only to the minimum extent of direct conflict. Neither party will amend them in a way that undermines required safeguards.
6.5 Customer will reasonably cooperate with transfer risk assessments for transfers it instructs or controls. BeeLiked will provide information reasonably available about its transfers and safeguards.
6A.1 Where US State Privacy Laws apply to Customer Personal Data, Customer discloses that data to BeeLiked only for the following limited and specified business purposes, and BeeLiked will Process it only as reasonably necessary and proportionate for the purposes that apply to the Services Customer uses: (a) configuring, implementing, integrating, hosting, operating, maintaining, supporting and providing the Services and Customer-Operated Promotions; (b) collecting, recording, organising, storing, retrieving, displaying, transmitting and deleting data through the Account, Promotion, form, entry, workflow and reporting fields configured by Customer; (c) administering entries, eligibility checks, winner or outcome selection, Reward allocation and redemption records, and Participant transactions and communications on Customer's documented instructions; (d) authenticating Users, administering access, providing Customer support and troubleshooting, and maintaining service, usage and audit records on Customer's behalf; (e) protecting the Services and Customer Personal Data through access control, security monitoring, fraud and abuse prevention, incident detection and response, backup, recovery and business continuity; (f) producing Customer-requested reports, exports and analytics on Customer's behalf; and (g) returning, retaining only where law requires, and deleting Customer Personal Data in accordance with the DPA. Only purposes necessary for the selected and configured Services apply; this list does not authorise a materially different purpose. BeeLiked will not sell or share Customer Personal Data, retain, use or disclose it outside the direct business relationship with Customer or for a commercial purpose other than those specified purposes, or combine it with Personal Data received from another person or from BeeLiked's own interaction with an individual, except where US State Privacy Laws expressly permit.
6A.2 BeeLiked will comply with all applicable obligations imposed on a service provider, contractor or processor under US State Privacy Laws and provide the same level of privacy protection required of the applicable Customer. BeeLiked will implement reasonable security procedures and practices appropriate to the nature of the Customer Personal Data; enable and assist Customer to respond to applicable consumer requests under clause 7; and, taking account of the nature of Processing and information available to BeeLiked, reasonably assist with Customer's legally required cybersecurity audit, risk assessment and automated-decisionmaking or profiling assessment, pre-use or other information duty, request to access, request to opt out and request to appeal concerning the Services. Where applicable California law requires cooperation with Customer's cybersecurity audit or risk assessment, BeeLiked will make available to Customer or its auditor all relevant information requested for the audit, and all facts necessary for the risk assessment, that are in BeeLiked's possession, custody or control, and will not misrepresent a fact relevant or necessary to them, subject only to restrictions permitted by that law. BeeLiked will permit Customer to take reasonable and appropriate steps, using the evidence and audit sequence in clause 9, to help ensure Processing is consistent with Customer's obligations; will not misrepresent material information supplied for those activities; will notify Customer if BeeLiked determines it can no longer comply; and will permit Customer, on reasonable notice, to take reasonable and appropriate steps to stop and remediate unauthorised use. Despite the ordinary sequence and notice periods in clause 9, if Customer gives BeeLiked credible and reasonably substantiated evidence of suspected unauthorised use of Customer Personal Data, BeeLiked will without undue delay provide proportionate information, review and remediation reasonably necessary to investigate, stop and remediate that suspected use, subject to reasonable confidentiality, security, privilege, legal and third-party protections. This does not create a right to unrestricted access to systems, premises, source code or other customers' data. BeeLiked certifies that it understands and will comply with this clause 6A to the extent applicable to its Processing.
6A.3 The limited and specified business purposes in clause 6A.1 and Annex A A2, and the standard Data Subject categories and Personal Data types in Annex A A3 and A4, apply automatically to the standard Services and do not need to be repeated in an Order Form. Customer's lawful selection, configuration and documented instructions identify which of those purposes, operations, categories and types apply, but do not expand them. Processing for a materially different purpose, Data Subject category or Personal Data type is not authorised and must not begin unless the parties first document it and any required safeguards in a signed amendment or rider satisfying clause 3.3 of the Terms. Customer remains responsible for its notices, lawful bases, consumer-request decisions and determining that the configured Services meet Customer's obligations under applicable US State Privacy Laws. This clause does not authorise consumer health data or other Restricted Data; such Processing remains excluded unless approved under Annex A A5 and separately assessed and documented against applicable law before it begins.
7.1 Taking account of the nature of Processing and information available, BeeLiked will provide appropriate technical and organisational assistance for Customer to respond to Data Subject or consumer requests and data-protection complaints and to comply with security, breach notification, DPIA, risk-assessment and prior-consultation obligations under Articles 32 to 36 and applicable complaint-handling or US State Privacy Laws.
7.2 If BeeLiked receives a Data Subject request or data-protection complaint relating to Customer Personal Data, it will refer it to Customer without undue delay, preserve information reasonably required to investigate it and not respond substantively unless instructed or legally required. BeeLiked will provide information reasonably available to help Customer acknowledge, investigate, update the complainant and communicate an outcome within applicable statutory periods. BeeLiked may respond directly for data where it is Controller.
7.3 Standard functionality and reasonable routine assistance are included. Disproportionate, repeated or bespoke assistance may be charged at agreed rates unless required because of BeeLiked's breach or to the extent charging would prevent or materially delay assistance that applicable Data Protection Laws require BeeLiked to provide.
8.1 BeeLiked will notify Customer without undue delay after becoming aware of a Security Incident and provide information reasonably available to help Customer meet legal obligations, including the nature of the incident; categories and approximate numbers of affected Data Subjects and Personal Data records where known; likely consequences; measures taken or proposed; and an appropriate incident contact point.
8.2 BeeLiked may provide information in phases and will take reasonable steps to contain, investigate and remediate. Notification is not an admission of fault or liability.
8.3 Customer is responsible for notifications to Supervisory Authorities and Data Subjects unless law requires BeeLiked to notify directly. Public statements naming the other party require prior consultation where practicable, except where legally required.
9.1 BeeLiked will make available all information necessary to demonstrate compliance with Article 28 and corresponding Data Protection Laws and will allow and contribute to required audits and inspections. Customer will ordinarily use, in order: current independent reports/certifications where available; completed reasonable questionnaires; additional written information; and then an audit where earlier evidence is insufficient. That sequence does not prevent or materially delay an audit, inspection or information request required by Data Protection Laws, a Supervisory Authority or substantiated risk.
9.2 Customer may conduct one audit in any 12-month period on at least 30 days' notice, unless a substantiated Security Incident, Supervisory Authority, Data Protection Law or material compliance concern reasonably requires more or shorter notice. Audits occur during business hours where practicable, minimise disruption and protect other customers and confidential/security information. An auditor must be independent, qualified and bound by appropriate confidentiality and conflict safeguards; BeeLiked may object reasonably to a competitor auditor, but not where Customer shows that no equally qualified independent alternative is reasonably available or law requires the appointment.
9.3 Customer bears audit cost unless the audit identifies BeeLiked's material breach, in which case BeeLiked bears reasonable audit cost directly attributable to confirming that breach. BeeLiked may charge for disproportionate assistance.
9.4 BeeLiked may propose that an on-site request be satisfied through current independent audit evidence, an independent qualified auditor or remote evidence where that adequately demonstrates compliance. BeeLiked will nevertheless allow an on-site inspection by Customer or its appropriately bound independent auditor where the earlier evidence is insufficient and the inspection is reasonably necessary to demonstrate compliance, or where Data Protection Laws or a Supervisory Authority require it, subject to the reasonable safeguards in clauses 9.1 to 9.3. Nothing restricts a Supervisory Authority's lawful powers.
10.1 Customer may export Customer Personal Data using standard functionality while the Account remains accessible. For clauses 10.1 to 10.3 and Annex A, the applicable Exit Trigger occurs when the provision of the relevant Services involving the relevant Customer Personal Data and all ordinary substantive Processing authorised for them have ended. In determining whether that trigger has occurred, Processing strictly necessary to export, return or delete Customer Personal Data, retain it to the extent required by law binding on BeeLiked, protect and expire backup copies, or perform clauses 10.1 to 10.3 is disregarded.
10.1.1 When the applicable Exit Trigger occurs, Customer may choose to receive all Customer Personal Data in a commonly used format or have it deleted. BeeLiked will honour a written choice received before irreversible active-system deletion begins; the ordinary election period is 30 days after the applicable Exit Trigger. If Customer makes no choice, deletion is the default under clause 10.1.4.
10.1.2 If the Exit Trigger occurs only for Processing attributable to an identified Service, Order Form, Scope or other severable part while other Processing continues, this clause applies at that time only to Customer Personal Data exclusively attributable to the ended part and no longer reasonably required for continuing Processing. Shared Customer Personal Data and Customer Personal Data reasonably required for continuing Processing remain protected by this DPA and will be returned or deleted when the last relevant Exit Trigger occurs, or earlier on Customer's documented lawful instruction subject to clause 10.2.
10.1.3 Standard export functionality may be used only if it includes all Customer Personal Data required to be returned; otherwise BeeLiked will provide the remaining data by another reasonably available commonly used format. BeeLiked need not maintain Account access and may charge reasonable documented Fees agreed in advance only for non-standard assistance not required by law or BeeLiked's breach.
10.1.4 After satisfying a return request, BeeLiked will delete remaining active-system copies without undue delay unless law binding on BeeLiked and valid under the applicable data-protection regime requires retention, subject to clause 10.2. If Customer makes no choice within 30 days after the applicable Exit Trigger, BeeLiked will delete remaining active-system Customer Personal Data without undue delay after that period, subject to clause 10.2; deletion is the default, but Customer may still elect return until irreversible active-system deletion begins. BeeLiked need not reconstruct data already irreversibly deleted.
10.2 Customer Personal Data in backups may remain only until overwritten or deleted in BeeLiked's documented ordinary backup cycle. BeeLiked will identify that cycle on reasonable request, and backup data will be kept no longer than reasonably necessary for continuity and recovery. Backup data will be protected, put beyond ordinary operational use and not restored except for continuity or recovery; if restored, the deletion requirement continues. Apart from backup copies retained under the preceding sentences, after satisfying Customer's return or deletion choice BeeLiked may retain Customer Personal Data in active systems only to the extent and for the period that law binding on BeeLiked and valid under the applicable data-protection regime requires its storage, and will identify the legal requirement and expected period on reasonable request where lawful. Separately controlled account-administration, billing, legal-compliance, security, fraud-prevention or similar records described in DPA clause 1.2 may be retained under BeeLiked's own lawful basis and retention rules, but this sentence does not authorise retention of copies or extracts of Customer Personal Data from Processor systems beyond the preceding legally required-storage exception.
10.3 On reasonable request BeeLiked will confirm deletion. Subject to clause 10.1, additional export, restoration or migration beyond standard functionality may be chargeable at reasonable documented Fees agreed in advance only where not required by law or BeeLiked's breach.
11.1 As between the parties and to the maximum extent permitted by law, all BeeLiked liability arising from this DPA, the Security Measures, a Security Incident, confidentiality obligations and transfer mechanisms forms part of BeeLiked's one single cumulative aggregate cap in clause 12.2 of the Terms where it relates to paid Services, or the separate limit in clause 12.3 of the Terms where it arises exclusively from Free Services, regardless of legal theory or document. Any liability that does not arise exclusively from Free Services, including liability from facts, failures or a series involving paid functionality to any extent, forms part only of clause 12.2 and the Free Services limit is not additional. A single loss, connected event or series may not be split between the two limits.
11.2 Nothing limits a Data Subject's rights, a Supervisory Authority's powers or either party's direct statutory liability where it cannot lawfully be limited.
11.3 To the maximum extent permitted by law, BeeLiked's inter-party damages, contributions, reimbursements and indemnities relating to regulatory action, Data Subject claims, SCCs, the IDTA or the UK Addendum remain subject to the applicable BeeLiked cap in clause 12.2 or 12.3 of the Terms. Customer's liability is governed by clause 12 of the Terms, including the exclusions from Customer's caps in clause 12.4 of the Terms; this DPA neither caps a Customer liability expressly excluded from those caps nor creates an additional uncapped category. If a mandatory statutory contribution or transfer-mechanism remedy cannot lawfully be capped, it is preserved only to that extent. Each party generally bears a sanction imposed directly on it, subject to any lawful right of contribution based on causation and fault.
11.4 No claim may be recovered twice. Multiple records, Data Subjects, Affiliates, documents, legal bases or events, whether related or unrelated, do not create a separate cap or reset the single cumulative cap. Liability is reduced to reflect the claimant's or a third party's contribution.
12.1 This DPA continues while BeeLiked Processes Customer Personal Data. After return or deletion, confidentiality, Security Incident notification and cooperation, compliance information and audits concerning prior Processing, deletion confirmation, transfer obligations, liability, claims and records survive for so long and to the extent reasonably necessary to address that prior Processing, demonstrate compliance, meet accrued obligations or comply with law. Where a later agreement or amendment validly provides that this DPA replaces a Historic Data Agreement, this DPA governs all Processing carried out on or after the replacement effective date, including Processing after that date of Customer Personal Data first received or collected before that date. The Historic Data Agreement ceases to govern that Processing unless a later signed customer-specific amendment expressly provides otherwise in accordance with clauses 3.2 and 3.3 of the Terms.
12.2 The order of precedence in clause 3.2 of the Terms applies, provided that the SCCs, IDTA or UK Addendum prevail to the minimum extent required by law and this DPA prevails solely for mandatory Processor obligations concerning Customer Personal Data and, as against any Historic Data Agreement, for all Processing governed by this DPA. That conflict priority disapplies only conflicting provisions and does not by itself supersede or terminate the Historic Data Agreement or its non-conflicting provisions; replacement or supersession is governed by clause 15.6 of the Terms and clause 12.1 of this DPA. A genuinely cumulative historic privacy, data-protection, security, audit or Processing obligation may continue only as the standalone additional obligation described in clause 3.2(c) of the Terms; it does not alter liability, caps, exclusions, indemnities, remedies or insurance. Clause 3.3 of the Terms governs any other change to a Protected Term, subject only to the limited legally necessary DPA-update mechanism in clause 15.2 of the Terms. The Terms' liability architecture applies across all documents except to the extent mandatory law, the SCCs, IDTA or UK Addendum prohibit it.
12.3 Legally required updates are governed by clause 15.2 of the Terms, subject to the protections for fixed Terms identified in clause 15.3 of the Terms.
Processing Customer Personal Data to provide, host, secure, support and maintain the Services and Customer-Operated Promotions from the earlier of: (a) commencement of the applicable Subscription Term; and (b) following formation of the Agreement, the first authorised Processing of Customer Personal Data to configure, implement, migrate, prepare, provide or support the applicable Service; throughout the Subscription Term; and thereafter during the return and active-system deletion period and, solely for protected copies put beyond ordinary use, the ordinary backup cycle described in DPA clause 10.2. If the applicable Service is cancelled or never supplied, its Exit Trigger occurs on the later of: (i) the effective date of its cancellation or termination or BeeLiked's written notice that it will not be supplied; and (ii) the cessation of any ordinary substantive configuration, implementation, migration, preparation or support Processing that remains authorised for that Service. The Processing duration continues thereafter solely for export, return, active-system deletion, legally required retention, protected backup expiry and the compliance activities permitted by DPA clauses 10.1 to 10.3 and 12.1. Separately controlled account-administration, billing, legal-compliance, security, fraud-prevention or similar records identified in DPA clause 1.2 are outside this Annex A; neither that classification nor this paragraph authorises retention of copies or extracts of Customer Personal Data from Processor systems contrary to DPA clause 10.2.
The nature of Processing is collection, recording, organisation, storage, retrieval, display, transmission, support, analysis on Customer's behalf, return and deletion. The specific purposes are: (a) configuring, implementing, integrating, hosting, operating, maintaining, supporting and providing the Services and Customer-Operated Promotions; (b) operating Customer-configured Accounts, Promotions, forms, entries, workflows and reports; (c) administering entries, eligibility, outcomes, Reward allocation and redemption records, Participant transactions and Customer-instructed communications; (d) authenticating Users and administering access on Customer's behalf, including transiently receiving and validating a User-presented password, one-time code, passkey response, session token or other standard authentication factor through BeeLiked's controlled authentication workflow, and providing support and troubleshooting and maintaining service, usage and audit records on Customer's behalf; (e) access control, security, fraud and abuse prevention, incident response, backup, recovery and continuity; (f) Customer-requested reports, exports and analytics; and (g) return, legally required retention and deletion under the DPA. Only purposes necessary for Customer's selected and configured Services apply.
Customer Users and administrators; entrants and participants in Customer-Operated Promotions, including children only where Customer lawfully configures a Promotion for them under clause 4.5 of the Terms; Customer personnel, contractors, partners, members, employees, suppliers and consumers whose Personal Data Customer submits or collects through the Services; and individuals who communicate with Customer through Customer-configured support or contact workflows. These are the standard Data Subject categories. Customer configuration selects among them but does not authorise a materially different category. A materially different Data Subject category is excluded unless first documented in a signed amendment or rider satisfying clause 3.3 of the Terms.
Names; email addresses; telephone numbers; postal addresses where configured; account and Customer-supplied internal reference identifiers; non-reversible password and token hashes, token identifiers and authentication metadata that cannot themselves be used to authenticate; IP addresses; device and browser identifiers; usage and audit records processed on Customer's behalf; Promotion entries; survey and free-text responses that do not intentionally solicit Restricted Data; images, photographs, graphics, audio, video and other digital files uploaded or submitted through standard Service functionality, together with embedded or associated metadata, only where that content and metadata do not include precise geolocation, biometric identifiers or templates used for identification, consumer-health data, sensitive-trait inferences or other Restricted Data; preferences, including marketing preferences, consent and permission records; eligibility information; age or date-of-birth fields and parent or guardian consent records where lawfully configured; Reward allocation and redemption records; Customer support communications; organisation, employment and role information; and purchase, receipt or transaction evidence excluding payment-card and financial-account data. These are the standard Personal Data types. Customer configuration selects among them but does not authorise a materially different type. A materially different Personal Data type is excluded unless first documented in a signed amendment or rider satisfying clause 3.3 of the Terms. A User-presented password, one-time code, passkey response, session token or other standard authentication factor is included only for transient receipt and validation through BeeLiked's controlled authentication workflow; BeeLiked will not retain a live password after validation and may retain only the non-reversible hash, token identifier or authentication metadata needed for the Service and security. Customer-supplied live credentials, bearer, access or refresh tokens and other usable authentication secrets submitted to Customer-configured content, data or support fields, or supplied for access to a third-party system, are not included in the standard Processing description. Where technically reasonably available, Customer should disable unnecessary sensitive inference and BeeLiked will strip unneeded embedded metadata from standard workflows it controls.
Except for the narrowly limited standard authentication-factor Processing expressly described in A2(d) and A4, Restricted Data, including any live credential or usable authentication secret, is excluded from the standard Processing description unless the category, purposes, safeguards, technical restrictions and commercial allocation have first been documented in a signed amendment or rider satisfying clause 3.3 of the Terms. A routine Order Form, online purchase, configuration, email or support message does not provide that initial authorisation. Once a Restricted Data profile is authorised, BeeLiked may approve non-material operational instructions within that authorised category, purposes and risk profile in writing without a further prescribed form, but no such instruction may expand the authorised category or purposes or materially increase the safeguards, risk or commercial exposure. Genuinely unexpected Restricted Data may nevertheless be Processed incidentally, without a rider, only to the extent technically unavoidable and strictly necessary to identify, secure, quarantine, restrict, return or delete it under clauses 4.8 and 4.9 of the Terms; this does not authorise its intended collection, ordinary use or continued Processing. Customer configuration and unexpected Participant submissions remain governed by clauses 4.5 to 4.9 of the Terms.
The Agreement, Customer's lawful selection and configuration, and written instructions accepted by BeeLiked, in each case only within the purposes, Data Subject categories, Personal Data types and approved profiles in A2 to A5, including the narrow incidental handling of genuinely unexpected Restricted Data authorised by A5. An Order Form may identify selected Services and permitted commercial or operational particulars but does not expand A2 to A5 or bypass clause 3.3 of the Terms.
BeeLiked will maintain all technical and organisational measures required by Article 32 of the UK GDPR and corresponding Data Protection Laws, appropriate to the nature of the Services, the Personal Data processed and the risks to individuals. Those measures will be designed to ensure ongoing confidentiality, integrity, availability and resilience of Processing systems and services; restore availability and access to Customer Personal Data in a timely manner following an incident; and provide for regular testing, assessment and evaluation of their effectiveness, in each case as appropriate to risk.
Those measures include, as appropriate to risk: (a) access controls designed to restrict access to authorised personnel according to role and business need, including authentication controls and periodic access review; (b) appropriate encryption and network-security measures for Customer Personal Data in transit and at rest; (c) documented processes for secure configuration, change control, vulnerability management, security monitoring and incident response; (d) backup, recovery and business-continuity arrangements proportionate to the Services; (e) personnel confidentiality, security policies and proportionate security training; (f) risk-based assessment and oversight of relevant Subprocessors and service providers; and (g) processes for the secure retention, return and deletion of Customer Personal Data in accordance with the DPA.
BeeLiked may modify these measures from time to time, provided that the overall protection of Customer Personal Data is not materially reduced.