Terms and conditions

UVS means the Universal Vouchers System, the software system operating the OptionsCard service, owned by Ovation Incentives Ireland Ltd.(t/a OptionsCard.ie) (Ovation).

OptionsCard Codes means the unique ten (10) digit alpha numeric identifier string associated with each OptionsCard issued and redeemed through Ovation’s UVS.

Gift Cards means all merchant branded physical and digital gift cards and Gift Cards redeemable directly by the merchant.

Order means the Customers’ request to Ovation for OptionsCard Codes and/or services received in any format.

Services means any services to be provided by Ovation to the Customer or its Customer’s in accordance with this agreement.

Web-Shop means the online catalogue provided for beneficiaries to redeem their OptionsCard Codes.

Business Day is defined as a standard working day (Monday through Friday) based in Ireland from 09:30 to 18:00 UTC

Customer means the person or entity who places an order for OptionsCard Codes and who is bound by these Terms and Conditions.

Beneficiary means the holder of a OptionsCard Code.

Data Protection Legislation means all applicable data protection and privacy legislation, regulations and binding guidance including (i) prior to 25 May 2018, the Data Protection Acts 1988 and 2003 and the Privacy and Electronic Communications (EC Directive) Regulations and any binding guidance or codes of practice issued by the Office of the Data Protection Commissioner (ODPC) from time to time (all as amended, updated or re-enacted from time to time); and (ii) from 25 May 2018 onwards Regulation (EU) 2016/679 (the "General Data Protection Regulation" or "GDPR") (or all equivalent legislation enacted in the UK in respect of the protection of personal data) and the Privacy and Electronic Communications (EC Directive) Regulations including any law based on seeking to enact any provision in Ireland to the GDPR and any applicable binding guidance or codes of practice issued by the European Data Protection Board or the Office of the Data Protection Commissioner (ODPC) from time to time (all as amended, updated or re-enacted from time to time).

 

Service Outline

i. Through this agreement Ovation’s UVS will be made available to the Customer for the purposes of gifting, incentivising or rewarding the Customer’s beneficiaries.

ii. Thriough its website Optionscard.ie, by email, or by accessing Ovation’s online App (Reward Manager) or agreed format (SFTP, API, etc.), the Customer orders a specific quantity of OptionsCard Codes. Each OptionsCard Code contains a specified value and a 60-month validity period from the date of issue to the Customer.

iii. Beneficiaries are entitled to redeem their OptionsCard Codes against a range of Gift Cards provided in an online Webshop catalogue made available to them and subject to agreed service levels contained in this agreement.

iv. Should a beneficiary not redeem all the value on their OptionsCard Code initially, the remaining value can be redeemed at any point through the validity period.

v. More than one OptionsCard Code can be redeemed at the same time by the same beneficiary.

vi. No unused or expired OptionsCard Codes or value can be returned or refunded.

 

Payment Terms

i. All OptionsCard Codes will be invoiced at face value unless otherwise agreed. Payment for OptionsCard Codes includes order fulfilment of OptionsCard Codes and Gift Cards, customer service inquiries by email as well as all other services outlined in this agreement.

ii. Ovation must hold sufficient funds from the Customer prior to issuance and distribution of OptionsCard Codes to the Customer or direct to reward programme participants.

iii. Orders for OptionsCard Codes become binding to these Terms and Conditions on the date of acceptance of the order by Ovation.

iv. Ovation will invoice the Customer in advance, or take payment directly online, for OptionsCard Codes ordered and receipt of payment is required prior to their release to the Customer or directly to its intended beneficiaries.

v. Ovation can only accept payments via its online website or bank transfers / wire transfers.

vi. OptionsCard Codes and Gift Cards are not supplied on a sale or return basis and cannot be exchanged or refunded for cash, other than to the original purchaser under their statutory 14 day cooling off period should the OptionsCard Code be unused.

vii. Ovation reserves the right to refuse to accept an order and also reserves the right to immediately suspend services if the customer is in breach of any of these terms and conditions.

viii. Ovation cannot be held liable for lost/stolen OptionsCard Codes.

ix. OptionsCard Codes and Gift Cards must not be sold on to any third party or subsequent purchaser.

Service Levels

i. Payment of the service will guarantee that the products and/or services are provided to the Customer. A general summary of these service levels are:

· Daily back-up of the database system and secure management of all Customer data ;

· Dispatch of all Gift Cards ordered by recipients within a maximum of 3 working days;

· The handling of any email customer service enquiries within 2 business days;

· Support in selecting and continually updating the profile of gift cards made available to beneficiaries;

· All general Customer account communication that takes place to ensure the successful running of the Customer rewards programme;

ii. The initial issuer of the Gift Card (typically retail merchant issuer of such gift cards – i.e. Arnotts or Pennys) is solely liable towards the beneficiaries for issues related to the guarantee of its services or products;

iii. From time to time, the selection of retailers available for redemption in any country may vary due to circumstances out of Ovation’s control. Ovation will try to offer suitable substitutions where possible;

iv. Until expiration of the OptionsCard Codes, Ovation is responsible for delivering gift cards to beneficiaries up to the value of their OptionsCard Code. Ovation will compensate beneficiaries for any processing or other error arising by Ovation in the context of this duty to the value of the beneficiary’s OptionsCard Code.

 

Customer Data and Data Protection

i. For the purposes of this clause, “data controller”, “data processor”, “data subject”, "personal data" and "process"/"processing" shall have the meanings set out in the Data Protection Legislation.

ii.The provisions set out in this clause 7, including but not limited to all relevant regulations of the General Data Protection Regulation (EU) 2016/679 “GDPR” starting from May, 25th 2018, shall govern Ovation’s collection, use and/or disclosure of the Customer Data in connection with the Services.

iii. The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

iv. Ovation expressly agrees that all the Customer Data collected or received by Ovation in connection with the Services will only be used by Ovation for the sole purpose of fulfilling the Services and will not be used, sold, or transferred for any marketing, advertising, and/or

sales activities for Ovation and/or for any other party or person for any reason.

v. The parties shall comply fully with their respective obligations under the Data Protection Legislation and procure that its employees, agents and third-party contractors observe the provisions of the Data Protection Legislation wherever applicable.

vi. The parties acknowledge that the Customer is the data controller of any personal data received by Ovation from or on behalf of the Customer or otherwise processed by Ovation in connection with the performance of its respective obligations under this agreement.

vii. Ovation agrees and acknowledges that in addition to its obligations elsewhere in this agreement, only the Customer shall determine or seek to determine the purposes for which, and the manner in which, the Customer Data is to be processed, and Ovation shall:

a) promptly comply with any request from the Customer requiring Ovation to amend, transfer, dispose or delete such Customer Data and shall promptly certify in writing to the Customer that it has complied with any such request;

b) shall provide to the Customer on request a copy of all such Customer Data held by it in the format and on the media reasonably specified by the Customer;

c) not transfer Customer Data outside the European Economic Area without the prior written consent of the Customer or as otherwise agreed under this agreement;

d) use reasonable efforts to assist the Customer to comply with its obligations in respect of the Customer Data imposed by the Data Protection Legislation.

viii. Ovation shall notify the Customer as soon as possible and in any case within twenty-four (24) hours if:

a) it receives a request from a data subject for access to its personal data contained in any Customer Data and provide full co-operation and assistance to the Customer in relation to any such request;

b) it receives any complaint, notice or communication which relates directly or indirectly to the processing of such personal data including either party's compliance with the Data Protection Legislation and it shall provide the Customer with full co-operation and assistance in relation to any such complaint, notice or communication; or

c) it receives notice of any complaint made to a regulator or any finding by a regulatory body in relation to its Processing of such personal data.

ix. Ovation shall take the appropriate technical and organisational measures to:

a) preserve the confidentiality and integrity of the Customer Data;

b) protect against the unauthorised or unlawful processing or disclosure of the Customer Date;

c) protect against the accidental loss or destruction of, or damage to, Customer Data to ensure the Customer's compliance with the Data Protection Legislation.

x. Ovation shall fully indemnify the Customer and the Customer Affiliates against all losses arising from or incurred by reason of any breach by

Ovation of this clause. The data controller acknowledges that the data processor is reliant on the data controller for direction as to the extent to which the data processor is entitled to use and process the personal data. Consequently, the data processor will not be liable for any claim brought by a third party arising from any action or omission by the data processor, to the extent that such action or omission resulted directly from the data controller's instructions.

xi. Unless otherwise expressly agreed by the parties, on termination for whatever reason of the Services, Ovation shall immediately cease to use or process any Customer Data and shall, at the Customer's discretion, either: (i) return such Customer Data to the Customer, together with all copies of such Customer Data in its possession or control; (ii) make such Customer Data available to a third party as instructed by the Customer; or (iii) carry out a certified destruction of such Customer Data in a secure method. In any such event, Ovation will not retain (and procure that none of its personnel retain) any copy of any part of such Customer Data, in any form or media, except to the extent required (if any) for Ovation's own compliance with its regulatory requirements as notified to the Customer.

Confidentiality

Ovation acknowledges and agrees that during the term of this agreement the Customer may disclose certain written and/or oral information to Ovation, which the Customer considers to be Confidential Information (as defined herein). For the purpose of this agreement, “Confidential Information” shall include, but not be limited to, any business or financial records, reports, plans or forecasts; Customer techniques; any patents, copyrights, trademarks, service marks, trade secrets, proprietary information and/or any other intellectual property; customer and/or Customer information, including without limitation customer or Customer lists; employee information; PII; non-public information on the Customer’s products and/or services; any confidential and/or proprietary information of third parties; and the terms of this agreement. The term “Confidential Information” does not include information that (i) becomes generally available in the public domain, except as a result of a breach or violation of this agreement by Ovation; (ii) is in the possession of Ovation prior to disclosure by the Customer, provided that Ovation did not receive the information from a third party bound by any confidentiality obligation(s) to or with the Customer; and/or (iii) is developed or created by Ovation independent from Confidential Information disclosed by the Customer. Ovation will only use such Confidential Information to fulfil its obligations under this agreement.

 

Jurisdiction and Termination

i. This Agreement is governed by, and shall be construed in accordance with Irish and EU law, and the parties hereby submit to the exclusive jurisdiction of the Irish courts;

ii. In the case of a dispute, each Party commits to make reasonable efforts to seek amicable resolution and to involve in this process a management-level representative of its organisation.

iii. Breach of these conditions will entitle Ovation to discontinue supply immediately and seek legal remedy available for injunction, damages or otherwise

iv. If any of the provisions of this agreement shall be found by any court to be invalid or unenforceable such invalidity or unenforceability shall not affect the other provisions of this agreement which shall remain in full force and effect.

v. Nothing in these terms and conditions shall affect a Customer’s statutory rights.

vi. Ovation may however in no case be held liable for damages such as loss of image by the Customer, nor for any other indirect damage to the Customer.