General Business Terms and Conditions for Lyoness Members

Version: April 2012

General Business Terms and Conditions for Lyoness Members (PDF, 101 KB)     Additional General Business Terms and Conditions for Lyoness Members     United Kingdom Membership Agreement

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Preamble
Lyoness Europe AG, with headquarters at Bahnhofstrasse 22, CH-9470 Buchs, Switzerland and Company Register Number CH 170.3.026.427-4 of the trade register of the St. Gallen Canton Switzerland operates an international shopping community (hereinafter referred to as the "Lyoness Loyalty Programme"), which enables the participants (hereinafter referred to as "Members"), to receive Benefits through the purchase of goods and services from Lyoness Loyalty Merchants (hereinafter referred to as "Loyalty Merchants"). The Member's contract is with Lyoness Europe AG (hereinafter referred to as "Lyoness")
Lyoness is represented in the United Kingdom by Lyoness UK Limited a company incorporated in England and Wales under number 06932198 whose registered office is at 12-14 Mason's Avenue, London, EC2V 5BT (hereinafter referred to as "Lyoness UK").

In these terms and conditions:
Additional Member Benefits means the additional benefits described in the Additional GTCs available upon the Member satisfying certain conditions (see the Site) and accepting the Additional GTCs;

Additional Terms and Conditions or Additional GTCs means the Additional General Business Terms and Conditions which supplement these GTCs and which Additional Terms and Conditions apply to Members who have satisfied certain conditions (see the Site) and accepted the Additional Terms and Conditions as a Member
entitled to Additional Member Benefits;

Benefit means a benefit which a Member can acquire through using the Services including Cashback, Friendship Bonus and other benefits, each more particularly defined in clause 7; Cashback Card means a plastic card that records Member's data including purchase data when he uses the card either through the Site or direct with a Loyalty
Merchant. It is not a method of payment, a credit card or a debit card or any form of electronic money card.The purchase data from the Loyalty Merchant recorded using the Cashback Card
is forwarded to Lyoness for the calculation of the resulting Benefits. The Cashback Card is also available as a mobile App;

Cashback means the benefit defined in clause 7.1 paid into the Member's personal bank account once the appropriate amount has accumulated;
Contractual Documents means the UKMA, the Friendship Flyer or online registration form and the GTCs and Additional GTCs each as amended from time to time by Lyoness;

Distance Selling Regulations means the Consumer Protection (Distance Selling) Regulations 2000 as amended;
Down Payment see Voucher Down Payment;

Friendship Flyer means a document of the same name which an applicant is required to sign in order amongst other things to signify his acceptance of the terms of the Contractual Documents;
Friendship Bonus is defined and explained in clause 7.3;

General Business Terms and Conditions or GTCs means these terms and conditions (1 to 21 inclusive), as amended from time to time by Lyoness;
ID Number is a unique number provided to the person when registering to become a Member and which is on the Cashback Card;

Intellectual Property Rights means for the purposes of these conditions of use, trade marks, Services marks, trade and business names, domain names, rights in designs, patents, copyrights, database rights, moral rights
and rights in know how and other intellectual property rights in each case whether registered or unregistered and including applications for the grant of the foregoing and all rights or forms of protection having equivalent effect to any of the foregoing, which may subsist anywhere in the world;

Know your customer information means information relating to the Member and his address which Lyoness may demand from time to time to comply with any applicable law including laws relating to money laundering;
Loyalty Benefit means that part of the Total Member Benefit that is dealt with in the Additional GTCs;
Lyoness Loyalty Merchant or Loyalty Merchant is a provider of goods or services named on the Site with which Lyoness has negotiated discounts on behalf of Members;

Lyoness Loyalty Programme means the program developed by Lyoness which incorporates the Services and the underlying System;

System means the hardware and software operated by Lyoness and used to provide the Services;
Member means a person who has applied to become a Member in the manner required by the Contractual Documents and whose application for Membership has been accepted by Lyoness;

Mobile Vouchers are virtual vouchers which, using a special APP and most Smartphones, can be redeemed at a specified Lyoness Loyalty Merchant; using the Smartphone-APP the Member has the ability to electronically instruct Lyoness to procure a Merchant specific electronic virtual voucher;

Password means a unique letter number combination being at least seven characters long, which the Member must keep confidential and which may only be used by the Member to access and use the Site and the Services;
PIN is a four digit number which the Member must keep confidential and which may only be used by the Member to access the Services;

Privacy Statement means the privacy statement referred to on the Site;

Services means the services supplied by Lyoness to Members including the right to access and use the Site and in that context acquire an ID Number, PIN and Password, to acquire and use a Cashback Card, to purchase Vouchers from Lyoness, to use the Lyoness smartphone facilities (Mobile Vouchers and mobile cashback) and to obtain key data from the Site relating to the Services provided. The Services also include the Benefits and Additional Member Benefits where a Member is entitled to these;

Site means www.lyoness.net accessed through www.lyoness.co.uk
Total Member Benefit is the aggregate amount of Cashback, Friendship Bonus and Loyalty Benefit attributed to a Member in respect of a purchase from a Loyalty Merchant; United Kingdom Membership Agreement or UKMA means the United Kingdom Membership Agreement signed on behalf of Lyoness and by the Member forming part of the Contractual Documents;

Virus "virus" or "worm", "Trojan horse", "trap door", "Software Switch", "time" or "logic bomb", "disabling code" or "routines", or "expiration dates;" and all other similar malicious devices;

Voucher means a paper based voucher or a gift card in a form provided by the Loyalty Merchant that can be purchased from Lyoness or from a Voucher Reseller. Voucher may also mean a Mobile Voucher as defined above;

Voucher terms and conditions means the terms and conditions which apply to a Voucher as determined by the Loyalty Merchant by which it is provided;

Voucher Down Payment or Down Payment means a part payment for a specific Voucher order for the purposes of clause 5.2;

Voucher Reseller is a Loyalty Merchant who is authorised by Lyoness to resell Vouchers;

Working Day means all days other than Saturdays, Sundays and public holidays in the UK.

1. Object of the agreement
1.1. The Member is entitled, in accordance with the Contractual Documents, to participate in the Lyoness Loyalty Programme and to receive the associated Benefits. The Member can recommend the Lyoness Loyalty Programme to others. The Member is not obliged to give or make recommendations to or on behalf of Lyoness and is under no duty to Lyoness to do so.

1.2. The goods and services obtained by the Member from Loyalty Merchants in exchange for Vouchers are recorded in the Lyoness Loyalty Programme. The Member can avail himself of the following means to obtain the benefits of the Lyoness Loyalty Programme: the Lyoness Cashback Card, Mobile Vouchers, Vouchers and online shops of Loyalty Merchants accessed through the Site.

2. Basis of the agreement
2.1. Upon acceptance of the registration application by Lyoness, the applicant becomes a Lyoness Member and receives a personal Membership number (hereinafter referred to as "ID-number"). This entitles the Member to participate in the Lyoness Loyalty Programme, initially within the framework of a Trial Membership in accordance with Clause 14.1. Only recorded purchases made by registered Members (possessing an IDnumber) are taken into consideration by the Lyoness Loyalty Programme.

2.2. The General Business Terms and Conditions, the Additional Terms and Conditions and the United Kingdom Membership Agreement, all as defined, constitute the entire agreement between Lyoness and the Member. Lyoness cannot accept any deviation from these.

2.3.The Member declares that all information provided to Lyoness upon registration is, when given and continues to be, true, accurate and complete and will fully indemnify and hold Lyoness and its agents harmless against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Lyoness arising out of or in connection with a breach of this provision.

2.4.The Member undertakes to inform Lyoness promptly of any changes to his personal details (residential address, mailing address, email address, bank account details, telephone number etc.) Lyoness accepts no responsibility for any loss liability or damage suffered by Member arising from the Member's failure so to inform Lyoness.

2.5. Each Member whether a natural person or a legal entity is only permitted to register once (i.e. a single ID-number). Registration is to take place using the main residence of the Member or using the registered office of the legal entity. In the case of multiple registrations the last registered ID numbers shall be deleted. Benefits that arose through multiple registrations shall be forfeited. Multiple registrations undertaken in order to obtain unwarranted Benefits constitutes grounds for Lyoness to terminate membership of Lyoness for breach or for good cause

3. Legal relationship
3.1. Nothing in the Contractual Documents nor in any agreement between a Member and Lyoness shall render a Member an employee, servant, worker, agent or partner of Lyoness nor shall any Member hold himself out as such.

3.2. The Member is only entitled to the Benefits from the Lyoness Loyalty Programme. The Member has no entitlement to compensation above and beyond this. The Member is moreover not entitled to reimbursement of any type of expenses whatsoever for any activities, obligations, or tasks carried out by the Member in order to secure Benefits.

3.3. The Member is not authorised to represent Lyoness, in particular not to make representations in relation
to the Lyoness Loyalty Programme or any of its constituent parts within the framework of the Lyoness Loyalty Programme and/or in the course of seeking and recommending new Members. The Member is not authorised to receive cash or to carry out the collection of money on behalf of Lyoness. The Member is only entitled to recommend applicants for Membership, strictly in accordance with any procedure stipulated by Lyoness.

3.4. The Member is not authorised, without prior written permission from Lyoness;
• to use any Intellectual Property Rights including logos, writing, claims and similar from/of Lyoness or from/ of Loyalty Merchants.
• to prepare business cards, presentations, videos, audio files, screenshots, web content, media
content, flyers, prospectuses, websites, advertising materials, large scale mail shots, mailings, home pages or similar concerning Lyoness or concerning the Lyoness Loyalty Programme, to distribute them in written, electronic form or in some other miscellaneous manner or to make them publicly accessible (e.g. on internet sites such as YouTube or Facebook);
• to carry out public meetings concerning Lyoness or the Lyoness Loyalty Programme, such as, for example, Information events, events, workshops, seminars, etc.;
• to recruit retailers, wholesale and other miscellaneous traders, as well as other companies which offer goods or Services to final consumers, including filling stations, franchisees and department stores, as Loyalty Merchants or Members, to carry out negotiations or preliminary discussions or to pursue an advertising activity of any description whatsoever in order to win such companies, especially not on their premises nor in the proximity of said premises.

4. Lyoness Loyalty Programme
4.1. Through purchases made from Loyalty Merchants and Vouchers purchased through Lyoness the Member acquires Benefits from the Lyoness Loyalty Programme in accordance with the Contractual Documents, namely Cashback, the Friendship Bonus and, subject to certain conditions (see the Site), the Additional Member Benefits. The Benefits are described in more detail in Clause 7.

4.2. Lyoness concludes agreements with Loyalty Merchants that make it possible for Lyoness to grant benefits to Members within the framework of the Lyoness Loyalty Programme. Lyoness endeavours to agree favourable conditions and to continue to expand its international network of Loyalty Merchants. Details of the current Loyalty Merchants can be viewed online at www.lyoness.co.uk and can be obtained, together with the related Benefits, from Lyoness UK.

4.3. The Member can use the following means in order to ensure that the purchases he makes from Loyalty Merchants are recorded in the Lyoness Loyalty Programme:
• Cashback Card: This is not a means of payment, but rather serves solely to record the Member's purchase data at Loyalty Merchants. The Cashback Card is available as a plastic card or as a Mobile App. The purchase data from the Loyalty Merchant recorded using the Cashback Card is forwarded to Lyoness for the calculation of the resulting Benefits.
• Mobile Vouchers: These can be retrieved with the Lyoness mobile App using a mobile terminal (smartphones, tablets etc.). Lyoness provides the Mobile Vouchers of the Loyalty Merchants in return for payment in advance. The Mobile Vouchers of the Loyalty Merchants can then be used to make purchases. Lyoness calculates the Member benefits resulting from this using the voucher order as a basis.
• Vouchers (vouchers or gift cards): These can be purchased by writing, by telephone or online from Lyoness or from Voucher Resellers. Following payment in full, Lyoness supplies the Vouchers of the Loyalty Merchants to the Member and calculates the resulting Total Member Benefit using the Voucher order as the basis.
• Online Shops: These may be accessed via the Site using the Lyoness log-in. Purchase data from the Loyalty Merchant recorded via an online interface or cookies and tracking are forwarded to Lyoness for the calculation of the resulting Benefits.

5. Ordering of Vouchers
5.1. Vouchers are specific to and can be redeemed only at the Loyalty Merchant to which they refer. A Voucher can be redeemed for goods and/or services for the amount shown on the Voucher.

5.2. Ordering of Vouchers by the Member takes place in written form using the order form or online at the Site (login area). Ordering of Mobile Vouchers takes place using the Lyoness App for mobile terminals (e.g. smartphone, tablet, etc.) or using a browser at the Site. A Down Payment must be at least equal to the relevant Total Member Benefit for the chosen Loyalty Merchant; for example, a Member wants to buy clothes with Vouchers for £450 from a Loyalty Merchant who offers Total Member Benefit of 10.0%; the minimum Down Payment must be £45.

5.3. In order that the ordered Vouchers are recorded in the System the Member must use his ID-number. Ordered Vouchers will be dispatched to the Member following receipt of the full purchase price by Lyoness.

5.4.1. Subject to clause 5.4.2, where the Member is a "consumer" and the sale is a "distance sale" in each case within the Distance Selling Regulations, the Member may withdraw from an order for Vouchers, for any reason until the later of the following:

5.4.1.1. the end of the seventh Working Day after the receipt by the Member of the later of the order acceptance or the Vouchers; or

5.4.1.2. the end of the seventh Working Day when all such information as required by law has been supplied by Lyoness to the Member.

5.4.2. The Member's right to cancel an order for a Voucher does not apply (i) if within the seven Working Days the Voucher has been redeemed for the purchase of goods and services or (ii) where the Voucher is made to the Member's specifications or clearly personalised.

5.4.3. Where the Member has a right to cancel the order, the Member must (i) write to Lyoness and send his notice of cancellation by post to Lyoness or Lyoness UK or (ii) send an email of cancellation identifying the order number to office@lyoness.co.uk

5.4.4. Where the Member has exercised his right of cancellation pursuant to this Clause 5.4 he shall at his own expense arrange the return of the Vouchers to Lyoness UK within seven days of such cancellation.

5.5. Down Payments may be made for Voucher orders. The benefits of a Down Payment arise only through participation in the Additional Member Benefits in accordance with Clause 7.5. The Vouchers are available to the Member only following full payment of the unpaid balance. Down Payment amounts are subject to the conditions agreed with each Loyalty Merchant.

5.6. A Voucher order for which a Down Payment has been made pursuant to clause 5.5 may be subdivided into vouchers of a lesser denomination. A Member may buy a Voucher of a lesser denomination by paying its full price less the attributable proportion of the Down Payment already paid. For example, in the case of a Loyalty Merchant with which Lyoness has negotiated a discount of 5%, a Member may make a Down Payment of £45 in respect of a Voucher order of £900. The Member may then purchase a voucher of the lesser denomination of £100 by making a payment of £95, thus leaving a residual Down Payment of £40 for a Voucher order of £800.

5.7. Subject to the right of withdrawal under the Distance Selling Regulations (see Clause 5.4), Vouchers dispatched from Lyoness are non-returnable and payments that have been made cannot be refunded, except for the substitution of a different Loyalty Merchant's Voucher pursuant to Clause 6.1.

5.8. Vouchers cannot be exchanged for cash. Risk in Vouchers purchased from Lyoness passes to the Member upon dispatch by or collection from Lyoness. In the event that Vouchers purchased from Lyoness are lost or stolen Lyoness is under no liability to replace the Vouchers or to make a refund of their value.

5.9. Vouchers ordered from and sent by Lyoness to the Member can only be redeemed in each case at the Loyalty Merchant named on the Voucher. The agreement concluded upon redemption of the Voucher is between the Loyalty Merchant (voucher issuer) and the Member (voucher owner). Lyoness is under no liability for claims arising out of this contractual relationship nor, in particular, for any failure in performance by the Loyalty Merchant.

5.10. Lyoness reserves the right to decline orders for Vouchers.

5.11.Subject to the terms of the relevant Loyalty Merchant, fully paid Vouchers sold by Lyoness to the Member are freely transferable, i.e. the Member can, for example, pass the Voucher on to any other person of his choice. Lyoness shall have no liability to such third party.

6. Service disruptions
6.1. The scope of Services provided by Lyoness is restricted to the carrying out of the Lyoness Loyalty Programme as described in Clauses 4. and 5. In this respect, Lyoness warrants that the Vouchers purchased by the Member can be redeemed and used to fulfil the payment obligation arising from a purchase made at a Loyalty Merchant. In the event that this is not possible, the Member can exchange the Voucher at Lyoness for the voucher of another
Loyalty Merchant (Benefits may differ - see Clause 7.6.).

6.2. In the event of the Loyalty Merchant failing to perform, the Member has no claim against Lyoness for a refund of the Voucher amount, for the issue of a further Voucher, for a cash payment or any other compensation. Any claims of the Member in the case of the Loyalty Merchant failing to perform arise solely against the Loyalty Merchant.

7. Benefits from the Loyalty Programme
7.1. Purchases entered in the Lyoness Loyalty Programme enable the Member to enjoy Benefits. The Benefits are agreed between Lyoness and the relevant Loyalty Merchant according to the Loyalty Merchant, the sector and the region. The Benefits comprise Cashback (Clause 7.2), the Friendship Bonus (Clause 7.3) and, contingently, the Additional Member Benefits (Clause 7.5).

7.2. Cashback: for purchases from Loyalty Merchants entered into the Lyoness Loyalty Programme, the Member receives up to 2 % Cashback. The percentage specified by the relevant Loyalty Merchant at www. lyoness.co.uk (login area) is valid for Cashback. Cashback payments take place in accordance with Clause 7.4.

7.3. Friendship Bonus: for purchases made by a Member who was directly recommended by another Member ("Recommender") the Recommender receives up to 0.5% of the purchase price as Friendship Bonus. The Member who recommended the Recommender ("Recommender's Recommender") also receives up to 0.5 % of the purchase price as Friendship Bonus. No further Friendship Bonus is earned beyond the Recommender and the Recommender's Recommender. The Site sets out the percentage Friendship Bonus payable for each Loyalty Merchant. Friendship Bonus payments are made in accordance with Clause 7.4.

7.4. In the case of purchases made a Member, using his Cashback card, at the Site or via Loyalty Merchant online shops, the Benefits that are settled by the Merchant with Lyoness by 23:00 CET each Sunday are credited to the Member within such period as Lyoness may indicate from time to time. Lyoness undertakes to ensure that Loyalty Merchants settle within three months of the transaction taking place. In the case of Vouchers, the Cashback amount is credited to the Member following the receipt of the full payment of the Voucher price by Lyoness from the Member. The entitlement of the Member to the bank transfer of credits from Cashback and the Friendship Bonus exists for sums equal to or greater than the minimum bank transfer amount, in accordance with Clause 16.3. The Member is informed about the transferred amount by SMS each Tuesday.

7.5. Members may receive Additional Member Benefits, subject to certain conditions and in accordance with the Additional GTCs. The conditions that are applicable for the Additional Member Benefits can be viewed at the Site (login area) in the personal online office.

7.6. Lyoness endeavours, through the negotiation of favourable conditions with Loyalty Merchants, to achieve Benefits or indeed to increase these Benefits. Lyoness may, subject to giving four weeks' notice, change the Benefits afforded in respect of individual Loyalty Merchants, to the extent that the conditions agreed with the relevant Loyalty Merchants are changed. The current applicable conditions are published at www.lyoness.co.uk (login area). For the calculation of the Benefits to which the Member is entitled, the conditions to be used are
those which, in accordance with Clause 15.2, were applicable at the time point at which the Member (a) paid for the voucher in full or (b) for purchases using the Cashback Card or in the Online Shop, made the payment to the Loyalty Merchant in full.

7.7. Lyoness may refuse to pay a Benefit where to do so would breach applicable law.

7.8. Benefits may be amended from time to time by Lyoness at its sole and exclusive discretion. As the conditions arranged with the Loyalty Merchants may change from time to time, the Member acknowledges and agrees that the calculation of the Benefits due to the Member shall be based on conditions that are valid at the time when the Member enters into the contract with the relevant Loyalty Merchant.

7.9. The Member's entitlement to Benefits from Lyoness shall only accrue after the relevant Loyalty Merchant's underlying performance obligation vis-à-vis Lyoness has been discharged.

8. Online Office & Services
8.1. Lyoness offers every Member an online office on the Lyoness Website free of charge at www.lyoness.co.uk (login area), where, after entering user name and password he can, at any time, view the purchases that he has made, his recommended Members and information concerning Benefits from the Lyoness Loyalty Programme.

8.2. The access data for the use of the online office (user name, password and PIN) are to be kept by the Member in a secure manner and to be treated as strictly confidential. Access data may not under any circumstances be made accessible to third parties. Personal settings can be changed at any time by the Member at www.lyoness.co.uk (Login area).

8.3. The Member undertakes to notify Lyoness without delay of every improper use of his online access. Following such notification and the immediate locking of his access, the Member will receive modified access data by SMS, E-Mail or by mail. Whilst entries of data or information on the site by the member are encrypted (encrypted post entering his ID Number, PIN and Password), the Member acknowledges, that communications made over the internet by email or SMS are not secure and the Member agrees to Lyoness communicating with him or her by email and SMS, but has the right to request discontinuance of such method of communication by writing to Lyoness or Lyoness UK.

9. Data protection
9.1. To the extent that it is necessary for the execution of and operation of the Lyoness Loyalty Programme, including the calculation of Benefits, Lyoness, as the responsible entity under data protection legislation, collects, stores and processes the personal data of Members in accordance with the laws to which it is subject. Within the framework of the settlement of the Friendship Bonus and the Additional Member benefits, Lyoness makes purchase volume data available to the recommending person. Provided that the Member gives his consent, Lyoness also uses the data of the Members for personalised information about offers and products from Lyoness and Lyoness Loyalty Merchants. Lyoness also exchanges anonymised, purchase data with the relevant Loyalty Merchant insofar as this is necessary for the implementation of the business relationship with that Loyalty Merchant. In the case of possible transfer or disclosure of personal data outside the EEA, Lyoness undertakes to guarantee the adequacy of data protection in the target country to put in place with the Loyalty Merchant the EU standard form contract with that Loyalty Merchant in order to safeguard such personal data.

9.2. All requests for information about, changes to or deletion of data can be sent in writing directly to Lyoness or to Lyoness UK. Lyoness reserves the right to decline to process such requests.

9.3. The Site contains further relevant provisions.

9.4. Lyoness employs internationally recognised security technologies to protect the data of Members against unauthorised access.

10. Consent under data protection legislation
The Member consents (which consent may be revoked at any time) to Lyoness collecting personal data concerning his purchasing behaviour (interests and preferences etc.) within the framework of the Lyoness Loyalty Programme and using this information to design personalised information for the promotion of the Lyoness Loyalty Programme and Loyalty Merchants' offers. The Member furthermore consents, also on a revocable basis, that the volume of his purchases within the framework of the Loyalty Programme (e.g. Friendship bonus) may be disclosed to third parties (e.g. his recommending person) and, if need be, abroad in accordance with the provisions of clause 9.1.
If this should not be desired, the Member may revoke his consent for the future by notifying Lyoness or via E-Mail servicecenter@lyoness.co.uk

11. Liability
11.1. The provisions in clause 8 of the UKMA shall apply in relation to the liability of Lyoness.

12. Costs
12.1. Registration for and participation in the Lyoness Loyalty Programme is free of charge to the Member.

12.2. Upon first registration the Lyoness Cashback Card is free of charge to the Member. The Member may at any time order a new card if his card is damaged or lost (subject to the charge specified in Clause 16.6.).

13. Termination of the contractual relationship by the Member
13.1. The Member is entitled to terminate the contractual relationship with Lyoness at any time by means of written notice to Lyoness.

13.2. In the event of such termination, a Member is entitled only to Benefits arising from transactions prior to termination. The Additional GTCs deal with a Member's entitlement to Additional Member Benefits upon termination.

13.3. In the event of such termination, a Member is not entitled to any refund of Down Payments. However efore terminating a Member may pay the outstanding amount for the ordered Vouchers. Following receipt of the full purchase price the ordered Vouchers will be dispatched to the Member.

14. Termination of the contractual relationship by Lyoness
14.1. Lyoness reserves the right to cancel the ID-number and thus the contractual relationship with a Member who has not made a purchase within the 30 day trial membership period following receipt of the ID-number. The cancellation shall be notified to the Member at the latest within 2 weeks following the expiry of the 30 day period.

14.2. Lyoness has the right to terminate the contractual relationship: (a) by giving at least eight weeks' notice or (b) immediately where the Member is in breach of the Contractual Documents or any of their provisions and does not cure the breach within seven days of a request that he does so.

14.3.In exceptional circumstances (e.g. following the death of a Member) Lyoness may entirely at its discretion cancel irrevocable orders of Vouchers and reimburse Down Payments, less (a) an administration fee and (b) the aggregate Benefits already paid to the Member.

15. General provisions
15.1. The UK Membership Agreement ("UKMA") signed by the Member and on behalf of Lyoness takes precedence over the GTCs and the Additional GTCs. Subject to Clause 15.3, any variation to the contractual terms must be in writing and signed by the Member and on behalf of Lyoness. Lyoness is entitled to send the Member contractual notices and information that is required for the implementation of the agreement by SMS or by email.

15.2. Lyoness continually publishes the currently applicable conditions at the Site (login area). The Member is advised to regularly check the status of the various conditions on the Lyoness website.

15.3. Lyoness reserves the right to make changes to the GTCs and the Additional GTCs. Such changes are deemed to have been accepted by the Member if the Member does not object to their validity within the 14 days following the date of publication of the changes on the Site.

15.4. In the GTCs and the Additional GTCs: (a)a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns; (b)unless the context otherwise requires, a reference to one gender shall include a reference to the other genders; (c) a reference to writing or written includes faxes and e-mail and (d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

15.5. If any provision (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

16. Miscellaneous provisions
16.1. The laws of England and Wales shall apply to the contractual relationship between a Member and Lyoness. Application of the UN sales convention is excluded.

16.2. Subject to the provisions of clause 16.1, the agreed place of performance for all contractual performances is the headquarters of Lyoness Europe AG, in Buchs, Switzerland.

16.3. Registration for and participation in the Lyoness Loyalty Programme is only possible upon attaining the age of majority (18). The Member warrants to Lyoness that he is over 18 years of age and that he is registering on his own behalf and not on behalf of anyone else.

16.4. The entitlement to a weekly transfer comes into effect once the appropriate amount has accumulated.

16.5. The Member undertakes that all dues, fees, taxes etc. which arise through the receipt of Member benefits will be borne by himself. In particular all payments made by and benefits received from Lyoness are inclusive of value added and sales taxes (if any).
16.6. The costs for the issuing of a replacement Cashback Card amount to £7.20.

17. Complaints
17.1. Should a Member have a complaint about the Services, the Member should contact Lyoness UK as soon as possible and no later than seven days after the date of the incident that gives rise to the complaint.
The Member must provide Lyoness in writing with sufficient background information for Lyoness to evaluate and verify the complaint. Please note that any complaint in relation to a product or service purchased with a Voucher must be taken up with the Loyalty Merchant whose details appear on the Voucher, as Lyoness is not responsible for the supply of such products or services.

17.2. Lyoness will endeavour to respond to any complaint as quickly as possible. Lyoness 's ability to respond will be dependent on the nature and complexity of the complaint, the extent to which Lyoness can contact the Member to get information on the complaint and the extent to which Lyoness needs to obtain information from a third party relevant to the complaint to frame a response. Subject to the Contractual Documents, Lyoness will use its best efforts to find a satisfactory solution to the complaint. However this shall not apply where the complaint is vexatious or where it is clearly unsubstantiated or malicious.

18. Member Undertakings
18.1. The Member undertakes every time the Member uses the Site and the Services:

18.1.1. to use the Site, and the Services only for purposes that are permitted by (a) the Contractual Documents and (b) any applicable law, regulation or generally accepted practices or guidelines in the UK;

18.1.2. to provide at the request of Lyoness or any Subsidiary of Lyoness, Know your Customer Information in such form and detail as required by Lyoness from time to time;

18.1.3. not to seek to damage, modify, obstruct access to, or interfere with the Site or Services or the functionality of the Site or Services in any way or take any action that imposes an unreasonable or disproportionately large load on the Site or the systems on which the Site is hosted;

18.1.4. not to use or introduce any Virus, robot, spyware or program onto the Site or attempt to circumvent the operation of the Site, or to reproduce the Site or its contents or to solicit passwords or PINS of others or to circumvent the controls on the Site or the Services;

18.1.5. not to use the Site or the Services in any way for the purposes of providing a service to others;

18.1.6. not to link or attempt to link the Site with other sites or Services or use meta tags or other devices containing any reference to Lyoness in order to direct a person to any other website or services. The Site may automatically reference or link to third party sites. Lyoness has no control over these sites or the content within hem and does not endorse the content of any of them. By using the Site to link to another site, the Member agrees that he does so at his own risk. Lyoness excludes liability for any loss, claim, liability or expense a Member incurs resulting from such use.

19. Additional terms applicable to ordering Vouchers
19.1. The purchase procedure contains functionality allowing the Member to identify and correct input errors prior to the placing of the order.

19.2. When the Member submits an order through the Site, the Member is making an offer to purchase the selected Voucher, based on these terms and conditions, including the Voucher terms and conditions. Any email or other response from Lyoness is an acknowledgment of the Member's order but not an acceptance of it. Acceptance of an order will be at the discretion of Lyoness and will only be effective upon dispatch byLyoness of the Voucher.

19.3. Subject to the rights set out in Clause 5.4, once an order has been submitted the Member may not withdraw it or cancel it. The order will automatically lapse if no Voucher is issued by Lyoness. An order will not be processed until payment in full is received by Lyoness

This United Kingdom Membership Agreement is made between

PARTIES
1) Lyoness Europe AG incorporated and registered in the Canton of St Gallen Switzerland under CH 170.3.026.427-4 whose registered office is at Bahnhofstrasse 7, CH-9470 Buchs Switzerland (Lyoness)
2) the person identified in the Registration Form (Member)

BACKGROUND: Lyoness operates an international shopping community that enables Members to gain benefits in the form of cashback and reimbursement through the power of joint purchasing based on the amount of shopping of the Member and other Members in the community from Lyoness Loyalty Merchants. In the United Kingdom the international shopping community is promoted jointly by Lyoness and Lyoness UK. The Member wishes to join the community in order to gain benefits based on such shopping.

AGREED TERMS
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Force Majeure Event: any act, event, non-occurrence, omission or accident beyond the reasonable control of Lyoness, including in particular (without limitation): (a) strikes, lock-outs or other industrial action; or (b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or (c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or (d) compliance with any law or governmental order, rule, regulation or direction, or any action taken by a governmental or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition; (e) interruption or failure of utility service, including but not limited to electric power, gas or water; or (f) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or (g) impossibility of the use of public or private telecommunications networks.
General Business Terms: the General Business Terms and Conditions of Lyoness (being together the GTCs and the Additional GTCs) as varied from time to time and the current version of which is set out at the end of this Agreement;GTCsmeans the General Business Terms and Conditions for Lyoness Members forming part of the General Business Terms;ID Number is a unique number provided to the person when registering to become a Member;Lyoness Loyalty Merchant: a business that has agreed with Lyoness to give discounts to Lyoness on purchases made by Members of the Lyoness Loyalty Programme;
Lyoness Loyalty Programme: the international shopping community operated by Lyoness; Lyoness UK: Lyoness UK Limited a company incorporated and registered in England and Wales with company number 6932198 whose registered office is at 12-14 Mason's Avenue London EC2V 5BT; Member is a person who has applied to become a member of the Lyoness Loyalty Programme in the manner required by the General Business Terms and whose application for Membership has been accepted by Lyoness; Promoters: Lyoness and Lyoness UK;
Registration Form: the registration form at the end of this booklet or on the Site to be completed and signed by the Member upon applying for membership of the Lyoness Loyalty Programme; Regulations: Trading Scheme Regulations 1997 (SI 1997/30);
Site: www.lyoness.net accessed through www.lyoness.co.uk;
UKMA: this United Kingdom Membership Agreement;
VAT: value added tax chargeable under VATA 1994 and any similar replacement or additional tax.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.

1.4 The schedules, the background and appendices form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the schedules, the background and the appendices.

1.5 Words in the singular shall include the plural and vice versa. A reference to one gender shall include a reference to the other genders.

1.6 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.7 A reference to writing or written includes faxes and e-mail.

1.8 Where the words include(s), including or in particular are used in this agreement, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

1.9 Any obligation in this agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

1.10 References to clauses and schedules are to the clauses and schedules of this agreement.

2. COMMENCEMENT, MEMBER'S CAPACITY AND GENERAL BUSINESS TERMS
2.1 This Agreement shall commence on the date of its signature by the Member.

2.2 The Member warrants to Lyoness that he is at least 18 years old on the date of signature of this Agreement.

2.3 Lyoness may fulfil its obligations under this Agreement through Lyoness UK or any other subsidiary.

2.4 The General Business Terms form part of this Agreement, including the definitions. In the case of any conflict between the General Business Terms and the main body of this Agreement, this Agreement shall prevail.

2.5 Lyoness shall have the right to make reasonable changes to the General Business Terms from time to time provided that such changes either (a) do not significantly reduce the benefits or significantly increase the burden of this Agreement for the Member or (b) are required by law or regulation or (c) are reasonably necessary as a consequence of external circumstances. Any such variation shall be published on the Site and Lyoness shall also alert the Member by email to such variation which shall take effect fourteen (14) days after such email.

3. PAYMENT FROM MEMBER
3.1 The Member is not obliged to make any payment to Lyoness. Further the Member shall not make any payment to Lyoness exceeding £200 until at least seven (7) days have expired from the date the Member signs the Registration Form. However Lyoness may terminate the contractual relationship with the Member if the Member has not made a purchase through Lyoness within 30 days of the Member receiving his ID Number (see GTCs clause 14.1). Any payment to Lyoness that the Member wishes to make shall be made to the bank account, the details of which are on the Registration Form.

3.2 The above is the full extent of any financial obligation on the part of the Member during the period of 12 months from the commencement date of this Agreement.

3.3 The Member agrees to comply with the General Business Terms in all respects.

4. MEMBER'S RIGHT TO CANCEL
4.1 Within fourteen (14) days of signing the Registration Form, the Member may cancel this Agreement without penalty by giving written notice to Lyoness.

4.2 In the event of such notice being given, the Member: (a) shall be entitled to a refund in full of any monies paid to or for the benefit of the Promoters or either of them or any other Member in connection with his participation in such scheme or paid to any other Member in accordance with the provisions of the Lyoness Loyalty Programme and such refund shall be paid to the Member's bank account within twenty one (21) days of such cancellation; (b) the Member may return to Lyoness UK at 12-14 Mason's Avenue London EC2V 5BT any goods the Member has purchased within fourteen (14) days of signing this Agreement from either of the Promoters or any other Member and which remain unsold provided that such unsold goods remain in the condition they were in at the time of purchase, whether or not their external wrappings have been broken and neither the Promoters nor any other person who has supplied the goods shall be entitled to make any handling charge in respect of such returned goods and the price paid for such goods shall be refunded by payment to the Member's bank account within twenty one (21) days of such return; (c) the Member may give notice to Lyoness to cancel any services the Member has ordered within fourteen (14) days of signing this Agreement from either of the Promoters or any other Member and neither the Promoters nor any other person who has supplied the services shall be entitled to make any handling charge in respect of such cancelled services and the price paid for such services shall be refunded by payment to the Member's bank account within twenty one (21) days of such cancellation; and (d) the Member shall immediately and without further notice cease to be a Member.

5. TERMINATION
5.1 The Member may terminate this Agreement at any time without penalty by giving not less than fourteen
(14) days' written notice to Lyoness in accordance with clause 11 Notices.

5.2 Without prejudice to any other rights or remedies which it may have, Lyoness may terminate this Agreement without liability to the Member: (a) on giving three (3) months' written notice to the Member; or (b) immediately on giving written notice to the Member if the Member commits a breach of any of the following terms of this Agreement and of the General Business Terms which terms are conditions of the contract: Clause
2.2 of the UKMA and Clauses 2.3, 2.4, 2.5, 3.3, 3.4, 8.3 and19.1 of the GTCs. Any such notice may sent by post, email or fax and shall be in accordance with clause 11.

5.3 In addition and without prejudice to the right of Lyoness to terminate this Agreement in accordance with clause 5.2 above or otherwise, in the event of a breach of contract by the Member, Lyoness may by notice require the Member to rectify any breach within fourteen days of such notice and if the Customer fails to do so, Lyoness shall have the right to terminate the contract by notice with immediate effect. Any such notice may sent by post, email or fax and shall be in accordance with clause 11.

5.4 In the event that the Member exercises his right of termination in accordance with clause 5.1 or Lyoness exercises its right of termination in accordance with clause 5.2, the Member shall immediately cease to be a Member and the provisions of the General Business Terms dealing with termination shall apply.

6. RIGHT TO RETURN GOODS TO PROMOTER ON TERMINATION
If this Agreement or any agreement entered into in consequence of this Agreement is terminated, the Member shall have the right to be released from all future contractual obligations and to return to either of the Promoters or any other Member at 12-14 Mason's Avenue London EC2V 5BT any goods the Member has purchased from them under the Lyoness Loyalty Programme within a period of 90 days prior to such termination and which remain unsold and to recover from the promoter or such other Member who supplied the goods: (a) where the Member has terminated the agreement, the price (inclusive of Value Added Tax) which the Member paid for them less (i) in the case of any goods the condition of which has deteriorated due to an act or default on the part of the Member, an amount equal to the diminution in their value resulting from such deterioration and (ii) a reasonable handling charge; (b) where either of the Promoters (or any other Member) has terminated the agreement the price (inclusive of Value Added Tax) which the Member paid for them together with any costs incurred by the Member for returning the goods to the Promoter or any other Member; (c) on terms whereby the purchase price is payable upon delivery of the goods or, if the goods are already held by either of the Promoters, forthwith; and (d) on terms whereby the goods not already held by either of the Promoters will be delivered within 21 days of such termination at the Promoter's expense to the address stated in the agreement.

7. RECOVERY OF COMMISSION
If this Agreement or any agreement entered into in consequence of this Agreement is terminated, the Member shall be entitled to retain any commission paid to the Member under the Lyoness Loyalty Programme unless: (a) the commission was paid in respect of goods returned to either of the Promoters or another Member who paid the commission; (b) the Promoters have refunded all monies due to the Member under this Agreement in respect of goods returned to the Promoters by the Member; (c) the commission payment is claimed within 120 days of the date of having been made; and (d) the Promoter has entered into an agreement with the Member that complies with the requirements in regulation 5 of the Regulations and that agreement and any subsequent agreement contains a statement describing when commission becomes repayable to the promoter and the terms upon which recovery of that payment may be made; and (e) the Promoter recovers the commission payment in accordance with the terms referred to in sub-clause (d) above.

8. ENTIRE AGREEMENT AND LIABILITY
8.1 This Agreement consists of this UKMA, the Registration Form and the General Business Terms annexed to it. These documents form the entire agreement between Lyoness and the Member and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of this agreement.

8.2 Nothing in this agreement shall operate to exclude or limit Lyoness's or its subsidiaries' liability for (a) death or personal injury caused by its or their negligence (b) fraud or (c) any other liability which cannot be excluded or limited under applicable law.

8.3 Subject to Clause 8.2, Lyoness and its subsidiaries shall not be liable to the Member for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

8.4 Subject to Clause 8.2, Lyoness and its subsidiaries accept no liability and shall not be liable to the Member for the failure for any reason of a Loyalty Merchant to sell or supply the goods or services required by the Customer.

8.5 Subject to Clauses 8.2 and without prejudice to Clauses 8.3 and 8.4, Lyoness and its subsidiaries' aggregate liability to the Customer in respect of claims arising out of or in connection with this agreement, whether in contract or tort (including negligence) or otherwise, shall in no circumstances take into account any losses or potential losses arising after a period of three (3) months from the date of the event giving rise to the claim.

9.) NO PARTNERSHIP OR AGENCY
Nothing in this agreement is intended to, or shall operate 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).

10. FORCE MAJEURE
10.1 Lyoness shall not be in breach of its agreement with the Customer, nor liable for any failure or delay in performance of any obligations under such agreement (and thetime for performance of the obligations shall be extended accordingly) arising from or attributable to any Force Majeure Event.

10.2 Lyoness' obligations under this agreement shall be suspended for the period that the Force Majeure Event continues, and Lyoness will have an extension of time to perform these obligations for the duration of that period. Lyoness will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which its obligations under this agreement can be performed despite the Force Majeure Event.

11. NOTICES
11.1 Any notice required to be given under this agreement, shall be in writing in English and shall be delivered personally, or sent by pre- paid first-class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below: (a) if to Lyoness: Lyoness Holding Europe AG c/o Lyoness UK Limited 12-14 Mason's Avenue London EC2V 5BT; (b) if to the Member: to the address shown for the Member in the Registration Form or to such other address specified by the relevant party by notice in writing
to the other party.

11.2 Alternatively any notice required to be given under this agreement, shall be in writing in English and may be sent by email to the email address set out below: (a) if to Lyoness: office@lyoness.co.uk or such replacement address as Lyoness may have notified through the Site; (b) if to the Member: to the email address shown for the Member in the Registration Form or such replacement address as the Member may have notified to Lyoness through the Site.

11.3 Any notice shall be deemed to have been duly received: (a) if delivered personally, when left at the address referred to in this clause; or (b) if sent by pre-paid first-class post or recorded delivery, at 9.00 am on he second business Day after posting; (c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or (d) if sent by email, twelve (12) hours after it is sent.

11.4 The provisions of this clause 11 shall not apply to the service of any process in any legal action or proceedings.

12. VAT AND SALES TAXES
All payments made by and benefits received from Lyoness are inclusive of VAT and sales taxes (if any).

13. GOVERNING LAW AND JURISDICTION
13.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.
13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Hubert Freidl CEO Lyoness Holding Europe AG