We are Pion.
The services offered by Pion are subject to a Booking Form and these Terms and Conditions (together, the “Agreement”).
The Any Other Business section of the Booking Form can be used to confirm any changes to the Terms and Conditions. Changes must be agreed to by both Parties and only become effective once a Booking Form has been signed by both Parties. In the event of any conflict between the Booking Form (including the Any Other Business section) and the Terms and Conditions, the Booking Form takes precedence.
The Pion services are offered by one of our three companies, the relevant company will be set out on a Booking Form.
Parties to the Agreement:
1. “Customer” refers to the customer stated on a Booking Form who is purchasing the Pion Services; and
2.“Pion” refers to the company listed under the Booking Form,
each a “Party” and together the “Parties”.
1. Defined Terms
2. About Our Services
2.1 The Pion key services comprise of the following:
Listing: A listing of the Discount on the Marketplace.
Verification Technology: A technology offering which allows consumers to verify themselves as being part of a certain Closed Consumer Group.
Media and Advertising: The promotion of the Customer and the Discount through certain promotional activities, as further detailed under a Booking Form.
If the Customer purchases or utilises services that differ from the key services listed above, the Customer and Pion may enter into additional and separate terms and conditions concerning such products or services.
3.1 From the Effective Date, the Parties are bound by the terms contained in the Agreement.
3.2 Pion provides an annual rolling subscription to the following services: Listing and Verification Technology. These services are purchased for a minimum term of 12 months and will renew annually unless either Party gives notice to the other at least thirty (30) days prior to the anniversary of the Service Commencement Date. Where notice is given, the Agreement shall terminate on the expiry of the Initial Term. Each Renewal Term will be subject to the then-current pricing model offered by Pion.
3.3 Media and Advertising is effective for the duration or timeframe set out in a Booking Form.
3.4 Unless stated under this Agreement, the Services are not refundable or cancellable.
- Charges and Payment4.1 Several charges may be payable by the Customer, depending on the Services:
Listing and Verification Technology Charges: The charges for Listing and Verification Technology are set out under a Booking Form and are payable within thirty (30) days of the invoice date. Invoices for Listing and Verification Technology will be sent out on or shortly after the Effective Date (or prior to the commencement of a Renewal Term, where applicable). Unless otherwise set out on a Booking Form, such charges are payable to Pion directly and not through the Affiliate Network.
Media and Advertising Charges: Any applicable Media and Advertising charges are set out on the relevant Booking Form. All Media and Advertising charges are payable within thirty (30) days of the invoice date. Invoices for Media and Advertising will be sent on or shortly after the Effective Date. Unless otherwise set out on a Booking Form, Media and Advertising charges are payable to Pion directly and not through an Affiliate Network.
“Affiliate Commission”: The Customer agrees to (i) pay Pion a fixed rate of commission for all Qualifying Transactions, this is known as a cost per action and is referred to as “CPA” on a Booking Form; and (ii) be part of an Affiliate Network. If the Customer is not part of an Affiliate Network, it will be subject to the terms set out under Clause 4.2 (Manual Reporting). The Customer shall pay Pion the CPA rate set out under a Booking Form. The CPA may be increased upon mutual written agreement between the Parties, however, the CPA set out under a Booking Form is the minimum rate of CPA that the Customer shall pay to Pion for the duration of the Initial Term or Renewal Term, as may be applicable. The CPA is charged and payable in accordance with the Affiliate Programme. In the event of any discrepancy between the payment terms of the Affiliate Programme and Pion in relation to the CPA or any other matter, the Customer agrees to support and facilitate any necessary discussions to ensure any discrepancy can be resolved.
4.2 Manual Reporting: Where (i) the Customer is not part of an Affiliate Programme through which Qualifying Transactions can be tracked; or (ii) there is any fault which results in CPA not being trackable and/or paid to Pion, manual reporting shall apply in relation to the CPA payable and the Customer shall provide Pion with the Reporting Information. The Reporting Information must be provided to Pion with receipt confirmed by Pion by the 15th of each month following the reporting month (the “Reporting Deadline”). For example: the Reporting Information for January Qualifying Transactions must be provided to Pion by 15 February. Pion will invoice the Customer the CPA following receipt of the Reporting Information. If the Reporting Deadline is not met or the Customer is unable to provide manual reporting, it shall be charged on a CPC basis as set under Clause 4.3.
4.3 CPC Charging: Where the Customer (i) has purchased an in-store offering (as may be set out under a Booking Form) or (ii) the Reporting Deadline is not met where Manual Reporting applies, the Customer shall pay Pion on a CPC basis as set out below:
Each time a Member generates the Discount on the Customer’s listing on the Marketplace or the Customer Platforms, a ‘click’ will be generated. Only one ‘click’ will be generated per Member per browsing session. At the end of each month, Pion shall invoice the Customer for the number of clicks generated in the previous month. Such invoices are payable within thirty (30) days of the invoice date.
4.4 If any of the charges listed in Clause 4.1, 4.2 or 4.3 above fail to be paid in accordance with their relevant payment terms, Pion may suspend the Services. Late or non-payment of charges may result in interest and administrative charges.
4.5 Any charges payable to Pion and listed on a Booking Form are exclusive of sales tax. The Customer is responsible for all taxes, and any duties and additional charges of any kind which are imposed upon the Customer.
4.6 In the event that the Services are delayed beyond the Service Commencement Date as a result of the Customer failing to provide Pion with all relevant information required including the Customer Materials, Pion reserves the right to charge the Customer a fee equal to the cost of the rate card charges of the Services, in addition to any other charges paid by the Customer.
5. The Services
5.1 The Customer is purchasing the Services in accordance with the terms of this Agreement. Pion will provide the Customer with the Services in accordance with the terms of this Agreement.
5.2 The Services are offered to the Customer on a per-territory basis, as set out on a Booking Form.
5.3 The Customer agrees to cooperate with Pion and provide Pion with all necessary information, as may be reasonably required for the provision of the Services, including providing Pion with the Customer Materials.
5.4 The Customer shall not permit any third party to access or use the Services.
5.5 The Customer shall not copy, translate, modify, adapt or create derivative works from the Services. The Customer will not attempt to discover or gain access to the source code of the Services or reverse engineer, modify, decrypt, extract, disassemble or decompile the Services. The Customer will not obscure, amend or remove any copyright notice, trademark or other proprietary marking on, or visible during the operation or use of the Services.
5.6 The Customer will not use the Services for any unlawful purpose or to upload, store, post, email, transmit or otherwise make available any viruses or inappropriate content through the Services.
5.7 Pion reserves the right to determine all matters concerning the configuration and other administrative or operational issues relating to the Services. Pion may modify the Services from time to time, provided that in the event of any material modifications that may inhibit the delivery of the Services, Pion will make The Customer aware, and the Parties shall work together to ensure minimal disruption.
5.8 During the Term, the Customer agrees and acknowledges that (i) Pion will be its exclusive provider of the nature of the services listed under a Booking Form; (ii) it will not enter into any other agreement with a service provider where that provider offers similar or overlapping services to the Services; and (iii) it will not develop similar, alternative or competing services to the Services. Nothing in this Clause shall prohibit the Customer from promoting the Discount itself using its own marketing methods, including social media activity or other promotional activity.
5.9 Affiliate Programme
5.9.1 The Customer shall ensure that Pion is accepted on the Affiliate Programme.
5.9.2 The Customer acknowledges that Pion is not responsible for the tracking of Qualifying Transactions in relation to the Affiliate Programme and that accurate tracking is the responsibility of the Affiliate Network. In the event that Pion reasonably believes that commission tracking is inaccurate, the Customer shall work with Pion and the Affiliate Network to ensure that any such concerns are reviewed and resolved.
5.10 Customer Goods/Services and Systems
5.10.1 The Customer shall bear all responsibility relating to any goods/services promoted through the Discount and made available to Members. The Customer shall be responsible for fulfilling the transactions that take place on the Customer Platforms using the Discount and it acknowledges that Pion has no responsibility in relation to the fulfilment of any Member purchase, query, complaint, or refund in relation to the Customer’s goods/services.
5.10.2 The Customer shall be solely responsible for providing, configuring and maintaining its systems and all hardware, software and network connections necessary to enable it to connect to the internet to use the Services and provide the Discount.
5.11 The Discount
5.11.1 Unless otherwise agreed in writing, the Customer is responsible for providing Pion with the codes in relation to the Discount. Where the Customer is providing Members with a specific discount link through Pion, it is responsible for ensuring that the link is live and accessible for the Term. If a Party becomes aware that the codes or link for the Discount are defective, it shall notify the other immediately and the Customer will provide Pion with replacement codes as soon as possible, and in any event, within two (2) business days. Pion reserves the right to remove the Customer’s Listing and/or Discount from the Marketplace if it has been defective for more than 24 hours.
5.11.2 Where the Customer has purchased Verification Technology, Pion shall list the Discount on the Marketplace once the Customer includes a stand-alone prominent link advertising the Discount on the homepage of the Customer Platforms. If the Customer has purchased student and graduate services in addition to other Closed Consumer Group services, the student and graduate link must be a distinct and separate link on the Customer Platforms.
5.11.3 Where a Customer has not purchased Verification Technology but has purchased Listing, Pion shall list the Discount on the Marketplace once the Customer provides Pion with all relevant information relating to the Discount, including the Customer Materials.
5.11.4 The Customer shall ensure that the Discount is the best available discount it offers to the relevant Closed Consumer Group(s). The Customer shall not offer, promote, or provide a discount outside the terms of this Agreement that is stronger, deeper, better, or more advantageous to the relevant Closed Consumer Group than the Discount.
5.11.5 The Customer shall ensure that the Discount is live and usable by Members for the Term.
5.11.6 The Customer shall refer to Pion when it promotes the availability of the Discount.
5.12 Listing and Verification Technology
5.12.1 Where the Customer has purchased Listing, the Listing will remain live on the Marketplace for the Term, and in accordance with the terms of the Agreement.
5.12.2 Where the Customer has purchased Verification Technology, it shall ensure it remains live on the Customer Platforms for the Term, and in accordance with the terms of the Agreement. The Customer is not permitted to remove the Verification Technology from the Customer Platforms prior to the end of the Term and any such removal will result in a charge to the Customer equal to the annual licence fee for the Verification Technology (in addition to any charges it may have already paid Pion).
5.13.1 Where the Customer has purchased in-store services (as may be listed on a Booking Form) it will display point-of-sale assets in its store/venues to prominently promote the availability of the Discount. The Customer shall be solely responsible for providing, organising and maintaining its stores/venues and associated stock, staff and point of sale software and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to its stores/venues.
6.1 Each Party warrants to the other that in relation to its obligations under this Agreement (i) it has all relevant rights, licences, consents and approvals in place; (ii) it shall act in accordance with all applicable laws, rules and regulations; (iii) nothing in the Agreement will cause it to be in breach of any legal or contractual obligation owed to a third party.
- Intellectual Property
7.1 Nothing in this Agreement shall cause the ownership of any Intellectual Property Rights belonging to one Party to be transferred to the other.
7.2 Pion shall remain the owner of all Intellectual Property Rights in the Pion Marks and the Services and all associated software and data and all goodwill in the use of the Pion Marks and the Services shall be owned by Pion. Pion grants the Customer a non-exclusive, non-transferable, country-specific, royalty-free licence to use the Pion Marks for the Term to such extent as is necessary to enable the Customer to market and promote the Discount.
7.3 The Customer shall remain the owner of all Intellectual Property Rights in the Customer Platforms, the Customer Materials and Customer Marks, and all goodwill in the use of the Customer Platforms, the Customer Materials and Customer Marks shall be owned by the Customer. Under this Agreement the Customer grants Pion, a non-exclusive, non-transferable, country-specific, royalty-free licence to use the Customer Materials to such extent as is necessary to enable Pion to provide the Services and to perform its obligations under this Agreement for the Term.
7.4 The Parties may provide one another with guidance in relation to each Party’s respective marks.
8.1 The Parties acknowledge and agree that the terms of this Agreement constitute Confidential Information. Subject to Clause 8.2, each Party shall: (i) keep confidential all Confidential Information of the other Party which it receives in connection with this Agreement; (ii) apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information; (iii) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this Agreement; (iv) not disclose such Confidential Information to any third party other than its Professional Representatives); and (v) promptly, upon request and, in any event, upon termination of this Agreement (for whatever reason), return to the other Party or destroy (at the other Party’s request) all materials incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.
8.2 Either party may disclose the other’s Confidential Information to the extent required by law or by any court, tribunal, regulatory or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement), provided that the recipient promptly provides the discloser with prior notice of such disclosure (to the extent legally permitted) and reasonable assistance, at the discloser’s cost, if the discloser wishes to contest the disclosure.
9.1 The indemnity Pion provides to the Customer: Pion indemnifies the Customer from and against any claim brought by a third party that the Customer’s use of the Services or the Pion Marks infringe the third party’s Intellectual Property Rights. If the Services or Pion Mark are held to infringe any third party Intellectual Property Rights, Pion may, in the first instance and at its option and expense: (a) modify the Services or Pion Marks to make them non-infringing, or (b) obtain a licence that permits the Customer to continue using the Services and Pion Marks. If none of the foregoing is reasonable, Pion may terminate the Agreement on five (5) business days’ notice. Pion shall not be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Services or Pion Marks by anyone other than Pion; (b), the Customer’s use of the Services or Pion Marks in a manner contrary to this Agreement; or (c) the Customer’s use of the Services or Pion Marks after notice of the alleged infringement.
9.2 The indemnity the Customer provides to Pion: The Customer indemnifies Pion from and against any claim brought by a third party that Pion’s use of the Customer Materials and Customer Marks infringe any Intellectual Property Rights of a third party to this Agreement. The Customer shall not be liable to Pion to the extent that the alleged infringement is based on: (a) a modification of the Customer Materials or Customer Marks by Pion; (b) Pion’s use of the Customer Materials or Customer Marks in a manner contrary to this Agreement; (c) or Pion’s use of the Customer Materials or Customer Marks after notice of the alleged infringement.
9.3 Clauses 9.1 and 9.2 are subject to (i) the indemnifying party being given prompt notice of any matter for which the indemnified party wishes to be indemnified; (ii) the indemnified party providing reasonable cooperation in the defence and settlement of the relevant claim, at the indemnifying party’s expense; and (iii) the indemnifying party being given sole authority to defend or settle the relevant claim, provided that no settlement shall be made which prejudices the indemnified party’s rights or imposes any obligations on it without its prior written approval (not to be unreasonably withheld or delayed).
10. Limitation of Liability
10.1 Nothing in this Agreement shall limit or exclude either Party’s liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, and any liability which may not be lawfully limited or excluded.
10.2 Subject to Clause 10.1, neither Party shall be liable in any circumstances to the other party for consequential, special or indirect losses or the following losses whether direct or indirect: (a) loss of profits; (b) loss of revenue; (c) economic loss; (d) loss of business or contracts; (e) loss of anticipated savings or goodwill; (f) loss of data; or (g) any losses arising from a claim by a third party for any of the losses set out under Clause 10.2 (a-f), whether arising under contract, statute, tort (including, without limitation negligence) or otherwise.
10.3 Subject to Clauses 10.1, 10.2 and 10.4 the total and aggregate liability of (a) Pion and (b) the Customer, in each case whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Agreement and including any liability arising under Clauses 9.1 and 9.2, shall be limited to 100% of the total charges paid or payable for the Services during the 12 months immediately preceding the date on which the claim arose. Where no charges have been paid within the preceding 12 months, liability shall be limited to 100% of the total charges that would have been paid by the Customer in keeping with the Pion pricing model for the Services during the 12 months immediately preceding the date on which the claim arose.
10.4 Pion shall not be liable for (a) any failure to comply with the provisions of this Agreement if such default is attributable to any acts or omissions caused by the Customer, its agents, employees or contractors including the failure to perform the Customer’s obligations under this Agreement; (b) any consequences arising from Pion complying with the Customer’s instructions or requirements; or (c) any consequences arising from the Customer failing to correctly enter information into the Customer Platforms.
10.5 The charges set out under Clause 4 have been calculated on the basis that each Party will exclude and limit its liability as set out in this Agreement and the parties expressly agree that the limitations and exclusions of liability in this Agreement are reasonable.
11. Data Protection and Member Privacy
11.1 Pion is not required to provide the Customer with any Personal Data relating to Members under this Agreement. The Customer is not required to share any Personal Data relating to Members under this Agreement. The Parties shall operate as independent controllers concerning the processing of Personal Data relating to Members.
11.2 If any Personal Data relating to Members is shared under this Agreement the Parties shall do so on the basis that all relevant data protection legislation has been adhered to including (as may be applicable): Customer consent has been obtained; and where required, the Parties have entered into additional agreements which may include a data sharing agreement, standard contractual clauses, the international data transfer agreement (or addendum) or any other framework mandated by a relevant supervisory authority.
11.4 Each Party agrees to undertake to comply with (i) the GDPR; (ii) the Data Protection Act 2018 in the UK; and/or (iii) any other applicable law relating to the processing, privacy and/or use of Personal Data in relation to the Services.
12. Termination and Suspension
12.1 Without prejudice to any other rights or remedies which either Party may have, a Party (“Party 1”) may terminate the Agreement or an individual Booking Form with immediate effect on written notice to the other Party (“Party 2”) if:
12.1.1 Party 2 commits a material breach of the terms of this Agreement provided that any remediable breach fails to be remedied by Party 2 within thirty (30) business days of Party 1 being notified of such a breach in writing; or
12.1.2 Party 2 suffers an Insolvency Event or Party 2 suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
12.2 Pion reserves the right to remove the Customer from the Marketplace or suspend the Discount immediately in the event that the Customer is in material breach of this Agreement.
12.3 Upon termination of this Agreement for any reason, the Customer shall immediately cease to use the Services.
12.4 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
13.1 Neither Party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from a Force Majeure Event. In the event that either Party is delayed or prevented from performing its obligations under this Agreement as a result of a Force Majeure Event such Party shall: (a) give notice in writing of such delay or prevention to the other party as soon as reasonably possible stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration; (b) use all reasonable endeavours to mitigate the effects of such delay or prevention upon the performance of its obligations under this Agreement; and (c) resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention. If a Party is prevented from substantially performing its obligations under this Agreement for a period in excess of thirty (30) consecutive days, the other Party may terminate this Agreement on thirty (30) days’ written notice. Nothing in this Clause shall exclude or restrict the Customer’s obligation to pay the relevant charges set out under Clause 4.
13.2 No variation or modification to the Terms and Conditions or an individual Booking Form shall be valid unless it is in writing and signed by each Party.
13.3 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy.
13.4 If any provision of this Agreement (or part of any provision) is or becomes invalid, illegal or unenforceable, it shall be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
13.5 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements (written or oral) relating to the subject matter of this Agreement. Each Party acknowledges that, in entering into this Agreement, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement.
13.6 Neither party shall, without the prior written consent of the other party, assign, transfer or subcontract this Agreement or all or any of its rights or obligations under this Agreement. However, Pion may assign, transfer, or subcontract this Agreement or all or any of its rights or obligations under this Agreement without the prior written of the Customer to: (a) a parent or subsidiary of; (b) an acquirer of all or substantially all of its assets; or (c) a successor by merger.
13.7 Nothing in this Agreement is intended to, or shall be deemed to, create a partnership between the Parties, or to authorise either Party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
13.8 Any notice under this Agreement shall be (i) in writing and shall be sent by pre-paid first-class post or recorded delivery post to the other Party at its address set out under a Booking Form, or such other address as may have been notified by that Party for such purposes, or (ii) sent by email to the other Party’s email address as may have been notified by that Party for such purposes. A notice delivered by hand shall be deemed received when delivered (or if delivery is not in business hours, at 9am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed received at the time of transmission.
14. Governing Law and Jurisdiction
14.1 Subject to which entity is named on a Booking Form, the following governing law and exclusive jurisdiction shall apply to any dispute or claim arising out of it in connection with the Agreement:
The Beans Group Limited or unspecified: The laws of England and Wales and the courts of England and Wales.
The Beans Group, Inc: The laws of the state of New York (without regard to its conflicts of laws rules) and New York courts.
StudentBeans Pty Ltd: The laws of New South Wales, Australia and the courts of New South Wales.