Terms of Service

• Service — the done-for-you digital loyalty service we provide, including the design, build, launch, and management of Apple Wallet and Google Wallet loyalty passes, the Scanner App, campaigns, notifications, reporting, and account management.
• Pass — a digital loyalty card issued to an end customer via Apple Wallet or Google Wallet, including stamp, points, membership, and coupon formats.
• Scanner App — the application provided to the Client’s staff to stamp, redeem, run campaigns, and view reporting.
• Location — a single physical business premises operated by the Client. Each Location is charged for separately under clause 4.
• Fees — the subscription and any add-on charges payable by the Client as set out in clause 4.
• Minimum Term — the initial three (3) month commitment described in clause 6.

We will provide the Service on a done-for-you basis. This means we design, build, launch, and manage your loyalty programme using your brand assets and the reward structure you approve. Specifically, the Service includes:

• Full card setup and launch for stamp, points, membership, and coupon formats.
• Branded Apple Wallet and Google Wallet passes.
• A QR counter display for customer sign-up.
• One social post creative and one campaign per month.
• Unlimited push notifications (review requests, birthday incentives, milestones, promotional messaging) and unlimited contacts.
• Scanner App access for the Client’s staff.
• Monthly reporting, an account manager, and ongoing support.

The Service is provided solely to support your loyalty and customer engagement activities. We do not guarantee any particular commercial outcome, including a specific number of sign-ups, redemptions, repeat visits, or revenue.

To allow us to deliver the Service, you agree to:

• Provide accurate, up-to-date information about your business, including brand assets, reward structure, locations, and staff details.
• Ensure you hold all necessary rights and consents to use any logos, imagery, and content you provide to us, and that it does not infringe any third-party rights.
• Ensure your use of the Service complies with all applicable UK laws, including data protection law, consumer protection law, and the rules of any platform on which campaigns or passes are distributed.
• Act as a data controller of your end customers’ personal data and give us lawful instructions for processing that data, as set out in the DPA.
• Keep your Scanner App credentials secure and ensure only authorised staff access the app, and only within their permitted permissions.
• Ensure any offers, rewards, and promotions you run are lawful, accurate, and honourable, and that you can fulfil any reward a customer earns.
• Pay the Fees when due and notify us promptly of any change to your business, billing, or contact details.

We may suspend the Service where your use of it exposes us or our other clients to legal, technical, or reputational risk, including breach of this clause.

All Fees are non-refundable once the billing period to which they relate has started. If you cancel part-way through a billing period, you will continue to have access to the Service until the end of that period, but no refund or credit will be given for the unused portion. This does not affect your statutory rights as a consumer, where they apply.

You must not, and must not allow anyone acting on your behalf to:

• Use the Service for any unlawful, fraudulent, or misleading purpose.
• Send unsolicited marketing or spam to end customers, or contact customers who have opted out or withdrawn consent.
• Offer rewards or promotions that are misleading, that you cannot fulfil, or that breach consumer protection law.
• Attempt to access, reverse-engineer, or disrupt our systems, the Scanner App, or the wallet platforms.
• Use the Service to store or process data that is unlawful, infringing, or that you do not have the right to use.

We may investigate and take action, including suspension or termination, where we become aware of a breach of this clause.

Passes are issued through Apple Wallet and Google Wallet, which are operated by Apple Inc. and Google LLC respectively. We do not control these platforms and cannot guarantee that passes will always display or function as expected, since the platforms may change their technical requirements, policies, or availability at any time. We will use reasonable efforts to keep passes compliant with current platform requirements.

You acknowledge that Apple and Google each have their own terms and policies that may apply to the passes issued to your customers, and that those platforms may remove or restrict passes at their discretion.

The parties acknowledge that, in relation to your end customers’ personal data, you are the data controller and we are the data processor. The detailed terms on which we process that data are set out in our Data Processing Agreement, which is incorporated into these Terms by reference.

You agree to comply with your obligations as a data controller under the UK GDPR and the Data Protection Act 2018, including having a lawful basis and any necessary consents for the processing carried out on your instructions, and providing appropriate privacy information to your customers. We agree to process personal data only on your documented instructions and in accordance with the DPA.

Our handling of personal data more generally is described in our Privacy Policy.

We retain all rights, title, and interest in the Service, the Scanner App, our templates, our methodologies, and all software and materials we create, other than your brand assets. You retain all rights in your logos, imagery, content, and brand assets, and grant us a licence to use them solely to provide the Service.

You grant us a non-exclusive, royalty-free licence to display your branding within passes, campaigns, and the Scanner App for the duration of the Service. On cancellation, this licence ends except to the extent needed to wind down active passes in accordance with clause 6.5.

We warrant that we will provide the Service with reasonable care and skill, in accordance with these Terms. We do not warrant that the Service will be uninterrupted, error-free, or that any particular commercial result will be achieved. The Service is provided in part through third-party platforms (Apple Wallet, Google Wallet) and third-party infrastructure, and we are not responsible for their availability or changes.

You warrant that the information and materials you provide to us are accurate, that you have the rights to use them, and that your use of the Service will comply with these Terms and applicable law.

To the fullest extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, or consequential loss or damage, including loss of profits, loss of revenue, loss of business, loss of goodwill, or loss of anticipated savings, arising out of or in connection with these Terms or the Service.

Each party’s total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, shall be capped at the amount of the Fees paid by you to us in the one (1) month immediately preceding the event giving rise to the liability.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

Each party will keep the other’s confidential information confidential and use it only to provide or receive the Service. This obligation does not apply to information that is already public, lawfully received from a third party, or required to be disclosed by law or regulation.

You can contact us about these Terms by email. Legal notices should be sent to the address below with “Terms of Service” in the subject line.

We may update these Terms from time to time. We will give you reasonable notice of any material change, and the updated Terms will take effect on the date stated in the notice. Continued use of the Service after that date constitutes acceptance of the updated Terms. If you do not agree, you may cancel in accordance with clause 6.

• Entire agreement — these Terms, the DPA, and the Privacy Policy constitute the entire agreement between us in relation to the Service and replace any previous agreements.
• Assignment — you may not assign or transfer these Terms without our written consent. We may assign them to a successor of our business.
• Severance — if any part of these Terms is found unenforceable, the rest remains in effect.
• No waiver — any failure by us to enforce a right is not a waiver of that right.
• Force majeure — neither party is liable for delay or failure caused by events beyond its reasonable control, including platform outages, internet failures, or government action.
• Third parties — a person who is not a party to these Terms has no right to enforce them.

These Terms, the DPA, and any dispute arising out of or in connection with them are governed by the laws of England and Wales. Each party submits to the exclusive jurisdiction of the courts of England and Wales, except that either party may seek interim or injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.