Terms of Use

Publication Date: [Jan 2018]

LoyLap Member Terms of Use

These Terms set out the legal agreement between you and LoyLap governing your use of LoyLap’s Services, LoyLap App, analytics and all other associated features. Please read these Terms carefully. Your use of the Services, is subject to these Terms. LoyLap may amend these terms from time to time. By continuing to use the Services you agree to comply with and be subject to these Terms.

Unless the context otherwise clearly indicates, words used in the singular include the plural, the plural includes the singular, and the neuter gender includes the masculine and the feminine. All capitalised terms herein are defined in Clause 20 of these Terms.

 

Terms Governing Use of the Services

  1. LoyLap Member Account Registration.
    • LoyLap enables you to process Transactions with Merchants and to participate in Loyalty Programs offered by Merchants. When you process any Transactions with a Merchant, you are advised to read any applicable terms and conditions which that Merchant may provide.
    • You may register a LoyLap Member Account in order to use the Services. Upon registering a LoyLap Member Account you will be required to provide certain information as requested by a Merchant. All information provided at the registration process and throughout the lifetime of your LoyLap Member Account must be accurate, true and complete. It is especially important that you keep your registered e-mail address up-to-date as this is the method by which we will contact you if there are any issues with your LoyLap Member Account. It is also the means by which the Merchant(s) can communicate with you if they so choose. LoyLap reserves the right to suspend or terminate the LoyLap Member Account of any Member who provides inaccurate, untrue, or incomplete information, or who fails to comply with any of the foregoing account registration requirements.
    • LoyLap Member Accounts are personal to the person who registered a LoyLap member Account and under no circumstances may a LoyLap Member Account be transferred to any other person.
    • You must be thirteen (13) years of age or over to use LoyLap. By registering with LoyLap you represent and warrant to us that: (i) you are at least thirteen (13) years of age; and (ii) you are eligible to register and use the Services.
    • Once you have been provided with any identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

 

    • In order to access and use the Services, you must download the LoyLap App onto a Compatible Mobile Device and register an account, or you must register an account directly with the Merchant. The LoyLap App is available from the Apple App Store and the Google Play Store. When you install the LoyLap App, you will be asked to create your profile and to create a LoyLap Member Account.
    • Whilst we take reasonable care to ensure that our software does not contain any viruses, bugs or malware, we accept no liability in the event that any damage or corruption is caused to any device or data from downloading, updating or using the LoyLap App or any other software made available by LoyLap.
    • You are required to install any and all software updates that become available from time to time in order to continue using the Services.

 

  1. Compatible Mobile Devices.
    • Your LoyLap Member Account permits you to process Transactions on a Compatible Mobile Device. LoyLap does not guarantee that the Services will be available with any Compatible Mobile Device modified contrary to the manufacturer’s software or hardware guidelines. You acknowledge that the use of any such modified device to use the Services is expressly prohibited, constitutes a violation of these Terms, and is grounds for termination of your LoyLap Member Account. LoyLap is currently only available on Android and iOS applications.
    • LoyLap cannot guarantee that the Services will be compatible with your mobile device or third party carrier.

 

  1. Your LoyLap Balance.
    • The Services enable you to process Transactions and participate in Loyalty Programs. Rewards can only be spent with the Merchant with which they were earned and cannot be exchanged for cash for any reason whatsoever. A Merchant may, at their sole discretion, exchange LoyLap cash balances for a gift card, but this is solely at the discretion of each individual Merchant.

 

  1. LoyLap Purchase Information.
    • By using our Services, you grant LoyLap permission to share with Merchants, whom you interact with, information regarding your activity on the Services. You also give us permission to import into your LoyLap Member Account and to share with Merchants information about Transactions you have made. This information will be shared exclusively with the Merchant(s) where you have used LoyLap.

 

  1. LoyLap Key Ring Fobs/Cards.
    • Merchants may issue LoyLap key ring fobs, PVC Cards, wristbands or any other payment device / vehicle / peripheral («Cards») to Members for the purpose of processing Transactions. Unless stated otherwise, Cards remain the property of the Merchant who issued them and may be requested to be returned at any time.

 

  1. Your Privacy.
    • Your privacy is paramount to LoyLap. We may request certain information from Members to provide our Merchants with information on their customers so that they can better understand their business. All information which we provide to Merchants is designed to improve the service provided by Merchants for the benefit of their loyal customers.
    • Our Privacy Statement is incorporated into these Terms. Upon acceptance of these Terms you confirm that you have read, understood and accepted LoyLap’s Privacy Statement.[1]

 

  1. Customer Service and Complaints.
    • You understand and agree that LoyLap is not responsible for fulfilment of the goods and/or services that are offered to you by Merchants who participate in the Services. However, if a Merchant breaches any term of its agreement with LoyLap or the terms and conditions of their Loyalty Program, we will take reasonable measures to work with you and the Merchant to resolve the issue.
    • In the event that you have any issue with any Transaction processed by a Merchant, you should contact the Merchant or follow the procedure set out in the Services. The Member shall, in the event of any issue with any Transaction or Loyalty Program, have no claim against LoyLap. Any claims by a Member for non-fulfilment or incorrect fulfilment shall exist and be made by the Member exclusively against the applicable Merchant.

 

  1. LoyLap Transaction.
    • LoyLap Transactions include a wide variety of services. In particular, certain Transactions may provide Members and Merchants with the ability to enter into an agreement amongst themselves whereby Members prepay for goods and/or services. LoyLap accepts no responsibility whatsoever for any Transaction where monies are prepaid by Members to Merchants. You agree and understand that all monies prepaid through any Transaction may be non-refundable.
    • For the avoidance of doubt, any Transaction where the Member prepays a sum to a Merchant represents an agreement between the Merchant and Member. Accordingly, LoyLap accepts no responsibility, in any disputes arising out of such Transactions, including but not limited to:
      • failure by the Merchant to satisfy full amounts advanced by the Member;
      • the Merchant entering liquidation, examinership, administration, receivership or any other insolvency proceedings; or
      • any other issue which does not relate directly to the functionality of LoyLap’s technology infrastructure.

 

    • We have implemented technical and organisational measures designed to secure your personal information from accidental loss and from unauthorised access, use, alteration or disclosure. However, we cannot guarantee that unauthorised third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

 

  1. Loss or Non-Permitted Use.
    • It is your responsibility to ensure that your mobile device and LoyLap Card are kept safe and in a secure place at all times. We strongly recommend that your mobile device is secured by way of a pin-code, password or your mobile device’s equivalent. In the event that your mobile device and/or LoyLap Card is lost, stolen or otherwise used without your permission, LoyLap accepts no responsibility and excludes all liability for any loss suffered by you as a result of such non-permitted use. Notwithstanding this, if your mobile device or LoyLap Card is lost, stolen or otherwise used without your permission you should contact us through the Services. LoyLap will endeavour to suspend the LoyLap Member Account and/or LoyLap Card on receiving this email as soon as is reasonably practicable thereafter.

 

  1. Suspension and Termination.
    • It is of great importance to us that you receive a reliable and efficient service. However, should we have reasonable grounds to suspect that you have:
      • breached these Terms; or
      • been involved or participated in dishonest, abusive or fraudulent behaviour with respect to the Services, we reserve the right to immediately suspend or cancel your account without prior notice or warning.
    • You agree not to use or launch any automated system, including without limitation, robots, spiders, offline readers, etc., that accesses the Services in a manner that sends more request messages to the LoyLap servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser. You agree not to collect, mine or reproduce any personal identifiable information, including account names, from the Services nor to use the communication systems provided by the Services for any commercial solicitation purposes. You agree not to use any portion of the Services as a destination linked from any unsolicited bulk messages or unsolicited commercial messages. LoyLap may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Services without notice and liability, if, in LoyLap’s sole determination, you violate any of the Terms, including, but not limited to, the following prohibited actions: (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (ii) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) uploading invalid data, viruses, worms, or other software agents through the Services; (iv) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (v) interfering with the proper working of the Services; or, (vi) bypassing the measures we may use to prevent or restrict access to the Services, including, but not limited to, registering for the Services with false or misleading personal details. Upon termination for any reason, you continue to be bound by these Terms.
    • You may close your LoyLap Member Account at any time by following the instructions provided in the Services.

 

  1. Effect of Termination.
    • We will not be liable to you for compensation, reimbursement, or repayment of any kind in connection with any termination or suspension of your LoyLap Member Account. Upon termination, howsoever arising, you may no longer be entitled to any Rewards or benefits accruing under any Loyalty Program and all associated balance Rewards you received on the Services will be deleted and you will not be reimbursed such Rewards. Rewards cannot be transferred to any other person or medium.

 

  1. General Liability.
    • Members should take careful note of the following:
      • LoyLap is not the seller of the products and/or services supplied by Merchants;
      • the rights and obligations relating to the Members’ acquisition of any goods or services provided by a Merchant shall exist between the Merchant and Member only. Following the conclusion of a contract between a Member and a Merchant, LoyLap assumes no warranty or liability for any of the Merchant’s obligations thereunder;
      • Merchants are solely responsible for the supply of goods or services, including (but not limited to) all issues arising from any Transaction, Loyalty Programs or Rewards. In this regard, LoyLap excludes all liability for any damage, loss, consequential loss, bodily harm or any other adverse effect which may arise from the products and/or services provided by Merchants; and
      • LoyLap assumes no liability to any Member whatsoever, including without limitation, liability by reason of the termination or amendment of any Transaction, Loyalty Program or Reward or the addition or removal of any Merchants from the Services.
    • Nothing in these Terms shall exclude or limit our liability for any liability which cannot be excluded or limited by applicable law. As a consumer, nothing in these Terms affects your non-excludable statutory rights.
    • While we try to ensure that all information relating to the Services (including but not limited to promotions, prices, Merchants and their products/services) is accurate and up-to-date there may be, on a rare occasion, errors or omissions in respect of the information displayed on the Services. We exclude all liability for any such errors and/or omissions and we will be entitled to cancel or amend any such service, promotion or offer subject to such an error and/or omission. If we notice an error or omission we may contact you to inform you of the amendment or cancellation.
    • Without limitation to the foregoing, LoyLap shall not be liable for any direct, indirect or consequential loss of revenue, loss of actual or anticipated profits, loss of contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation and damage to or corruption of data.
    • Without prejudice to Clause 14.2 LoyLap’s maximum aggregate liability for all claims for breach of these Terms (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the lesser of: (i) 50% of the total value of any Rewards earned by the Member in the previous one (1) month period; or (ii) ten euro (€10).

 

    • Members and Merchants may be given the opportunity to post Content onto the Services. LoyLap excludes any and all liability in respect of Prohibited Material uploaded by Members. LoyLap does not endorse any Content uploaded by Members and/or Merchants.  If you believe that Prohibited Material has been uploaded or in any way disseminated through the Services please contact us through the Services. For the avoidance of doubt, uploading or in any way disseminating Prohibited Material on the Services is considered a fundamental breach of these Terms and may result in the offending party’s LoyLap Member Account being suspended and/or terminated.
    • For any Content that you upload to the Services, you grant LoyLap a non-exclusive, royalty-free, perpetual, transferable, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display that Content throughout the world in any media in order to provide and promote the Services and LoyLap’s business, including for LoyLap’s own advertising and marketing purposes. You retain all rights in your Content, subject to the rights granted to LoyLap in these Terms.
    • Without limitation to the foregoing, LoyLap excludes any and all liability in respect of infringement of intellectual property rights by Content. LoyLap respects the intellectual property rights of others and we ask you to do the same. If you believe that your work has been posted on the Services of LoyLap in a way that constitutes intellectual property right infringement, please contact us through the Services.

 

  1. Third Party Services and Links to Other Web Sites.
    • You may be offered Third Party Services through the LoyLap App or website (www.LoyLap.com). If you decide to use these Third Party Services you will be responsible for reviewing and understanding their terms of use. You agree that LoyLap is not responsible for the performance of such Third Party Services. The LoyLap website (www.LoyLap.com) may contain links to third party websites as a convenience to you. The inclusion of any website link does imply an approval, endorsement, or recommendation by LoyLap. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained within these Terms or our Privacy Statement. LoyLap expressly disclaims any liability for these websites. Please remember that when you use a link to which leads you to another website, our Privacy Statement is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our website, is subject to that website’s own rules and policies.

 

  1. Severability Clause.
    • If any provision of these Terms is prohibited by law or judged by a court to be invalid, illegal or otherwise unenforceable, such provision shall not affect the other provisions of these Terms and the enforceability of the remainder of these Terms shall not be affected.

 

    • These Terms shall be governed by and construed in accordance with Irish law and each party agrees to submit to the exclusive jurisdiction of the Irish courts.
  1. Entire and Final Terms.
    • These terms and any documents referred to herein constitutes the entire Terms between the Merchant and LoyLap and supersedes all other terms, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    • In these Terms, we use various defined terms. You will recognise that they are defined as they begin with a capital letter. This is what they mean:

“Compatible Mobile Device” means any iPhone which operates from the ‘iOS7’ platform or above and any other mobile device which operates from Android 2.3 (‘Gingerbread’) or above that complies with Clause 3 of these Terms.

“Content” means any content, including but not limited to images, videos, hyperlinks and text (including opinions and statements) uploaded to the Services by a Member or Merchant.

“LoyLap”, “We” (or “we”) or “us” means Smart Points Limited trading as LoyLap with an address at Suite 12, Guinness Enterprise Centre, Taylor’s Lane, Dublin 8, Ireland including any subsidiaries or affiliates of Smart Points Limited.

“LoyLap App” means the ‘LoyLap’ and ‘LoyLap Merchant’ mobile applications available for download on the Apple App Store and Google Play Store.

“LoyLap Member Account” means a person who registers an account with LoyLap or otherwise uses the Services to purchase goods and/or services from Merchants.

“LoyLap Merchant Account” means a Merchant’s account with LoyLap that is used for processing Transactions applicable to that Merchant.

“Loyalty Program” means the terms and conditions set by Merchants and pursuant to which a Merchant provides Rewards to Members through the Services.

“Member” means any person who uses the Services to avail of any goods or services provided by Merchants or who carry out any Transactions or participate in any Loyalty Program.

“Merchant” means a supplier of goods and/or services who has a LoyLap Merchant Account.

“Premises” means the building used by the Merchant for the purposes of supplying goods and/or services to Members.

“Prohibited Material” means any Content which is defamatory, offensive, abusive or illegal.

“Rewards” means any cash back, loyalty stamps or any other product/service provided by a Merchant to Members in exchange for their loyalty via the Services.

“Services” means the LoyLap App, analytics and all other associated features and any and all services provided by LoyLap via the website (www.LoyLap.com) including, but not limited to, any Transactions and any forum on which Content may be uploaded.

“Terms” means these LoyLap Member Terms of Use which incorporates LoyLap’s Privacy Statement.

“Third Party Services” means services, products and promotions supplied by a party other than LoyLap.

“Transaction” means any interaction carried out by a Member or a Merchant on the Services.

“You” (or “you”) and “Your” (or “your”) means the Member.

 

 

 

[1] Privacy Statement: https://www.loylap.com/privacy-statement

Last Updated: 30 Jan 2018 – Section 9.1 updated to reflect Clover POS specific merchants

 

LoyLap Merchant Terms of Use

These Terms set out the legal agreement between you and Smart Points Ltd (T.A. LoyLap, Facilipay, The Gift Card Company), governing your use of LoyLap’s Services, LoyLap App, analytics and all other associated features. Please read these Terms carefully. Your use of the Services is subject to these Terms. These terms may be altered from time to time as our service expands and it is the Merchant’s responsibility to ensure that they are always up-to-date and to re-read this document from time to time.  By continuing to use the Services you agree to comply with and be subject to these Terms.

Unless the context otherwise clearly indicates, words used in the singular include the plural, the plural includes the singular, and the neuter gender includes the masculine and the feminine. All capitalised terms herein are defined in Clause 24 of this Terms.

 

Terms Governing Use of the Services

  1. LoyLap Merchant Account Registration.a
    • LoyLap requires you to open a LoyLap Merchant Account in order to use the Services. As part of our registration process you will be asked to provide information relating to your business and the nature of the goods and services you supply. All information and/or documentation provided at the registration process and throughout the lifetime of your LoyLap Merchant Account must be accurate, true and complete. It is your obligation to keep this information up-to-date in order to reap maximum utility from our Services.
    • By registering with LoyLap you represent and warrant to us that: (i) you are at least eighteen (18) years of age; and (ii) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform your obligations under these Terms as or on behalf of the Merchant.

 

    • At registration of your LoyLap Merchant Account, you will be asked to provide a name for your business which will appear on the Services (the «Business Name»). It is strongly recommended that the Business Name is reasonably descriptive and enables your business to be clearly identifiable to Members. You will also be asked to provide a logo for your business (the «Business Logo») and images of your premises which will appear on the Services. You must use a clearly identifiable Business Logo and provide high quality images of your premises. Merchants shall take all reasonable care to ensure that any Content is accurate.
    • Merchants and Members may be given the opportunity to upload Content on to the Services. Merchants may also be given the opportunity to provide Content to LoyLap to be incorporated into any customised Hardware and Materials provided under Clause 4. The Merchant warrants and represents that:
      • it owns all intellectual property rights in any Content or it has acquired any licences or permissions necessary to use and upload any Content on the Services; and
      • use of the Content on the Services does not infringe the intellectual property rights of any third party.
    • For any Content that you upload to the Services or provide to LoyLap for incorporation into any Hardware and Materials, you grant LoyLap a non-exclusive, royalty-free, perpetual, transferable, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display that Content throughout the world in any media and on any materials in order to provide and promote the Services and LoyLap’s business, including for LoyLap’s own advertising and marketing purposes. You retain all rights in your Content, subject to the rights granted to LoyLap in these Terms.
    • LoyLap excludes any and all liability in respect of Content. LoyLap does not endorse any Content uploaded by Members and/or Merchants.  If you believe that Prohibited Material has been uploaded or in any way disseminated on the Services please contact us through the Services. For the avoidance of doubt, uploading or in any way disseminating Prohibited Material on the Services is considered a fundamental breach of these Terms and may result in the offending party’s LoyLap Merchant Account being suspended and/or terminated.
    • Without limitation to the foregoing, LoyLap excludes any and all liability in respect of infringement of intellectual property rights by Content. We respect the intellectual property rights of others and we ask you to do the same. It is our policy to terminate provision of the Services to any Merchant who infringes the intellectual property rights of any third party. If you believe that your work has been posted through the Services in a way that constitutes intellectual property right infringement, please contact us through the Services, providing details of the infringement.
    • The Merchant shall indemnify LoyLap against all liabilities, costs, expenses, damages and losses (whether direct or indirect) including without limitation loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses suffered or incurred by LoyLap arising out of or in connection with any claim made against LoyLap for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with use of the Content.

 

  1. LoyLap Software.
    • In order to use the Services, you must download the LoyLap App onto a Compatible Mobile Device, or a Point of Sale system compatible with the LoyLap Services («POS»). You will be able to begin using the LoyLap App by logging in with the email address and password you chose during the LoyLap Merchant Account registration process. Whilst we take reasonable care to ensure that our software does not contain any viruses, bugs or malware, we accept no liability in the event that any damage or corruption is caused to any device or data from downloading, updating or using the LoyLap App or any other software made available by LoyLap.
    • You are required to install any and all software updates made available by LoyLap from time to time in order to continue using the Services.

 

  1. LoyLap Hardware and Materials.
    • LoyLap may, at its sole discretion, sell certain hardware to Merchants (which may include, without limitation, tablets, beacons, Smartphones, wearable devices, any type of RFID/HiD readers, any plastic cards or related printed materials) to use in connection with the Services (the «Hardware and Materials»).
    • Until all Fees in relation to same are paid by you, Hardware and Materials shall at all times remain the property of LoyLap, and you shall have no right, title or interest in or to the Hardware and Materials (save the right to possession and use of same subject to these Terms).
    • The risk of loss, theft, damage or destruction of the Hardware and Materials shall pass to you on delivery of same to your premises and shall remain at your sole risk whilst in your possession, custody or control.
    • Where LoyLap continues to provide the Services, the Merchant shall:
      • ensure that the Hardware and Materials is kept and used in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff;
      • maintain at its own expense the any Hardware and Materials (where applicable) in good and substantial repair in order to keep it in an operating condition (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Hardware and Materials;
      • where the Merchant fails to pay any Fees in respect of the Hardware and Materials, deliver up the Hardware and Materials at such address as LoyLap requires, or if necessary allow LoyLap or its representatives access to the Merchant’s premises or any premises where the Hardware and Materials is located for the purpose of removing the Hardware and Materials.

 

  1. Verification and Inspection.
    • LoyLap may, for the purposes of verification, request additional information and/or documentation including, but not limited to, government issued identification (i.e. passport, driver’s licence etc.) or, in the case of incorporated entities, a Certificate of Incorporation or any related constitutional documentation. Where the Merchant fails to provide any information requested under this Clause 5, LoyLap may terminate the provisions of any Services to the Merchant.
    • You shall allow LoyLap (or its professional advisers) to access your premises, personnel, systems and relevant records to verify your compliance with these Terms. Subject to the obligations of confidentiality set out herein, you agree to provide LoyLap (and its professional advisers) with all reasonable co-operation, access and assistance in relation to such access.

 

  1. Compatible Mobile Devices.
    • Merchants must use a Compatible Mobile Device or POS system in order to operate the Services. The Services shall not be used with any Compatible Mobile Device or POS system modified contrary to the manufacturer’s software or hardware guidelines, including but not limited to disabling hardware or software controls—e.g. “jailbreaking». You acknowledge that the use of any such modified device to use the Services is expressly prohibited, constitutes a violation of these Terms, and is grounds for termination of your LoyLap Merchant Account.

 

  1. Your LoyLap Merchant Account.
    • By creating a LoyLap Merchant Account, you confirm that you are authorised to conduct business in the jurisdiction in which you are using the Service.
    • By creating a LoyLap Merchant Account, you warrant and represent that you will not facilitate any Transaction or create a Loyalty Program or otherwise use the Services in connection with the following businesses or business activities: (i) any illegal activity in the jurisdiction in which you operate; (ii) an activity which requires any permits, licences, consents, certificates, registrations, notifications or other authorisations from a regulatory, governmental or similar body, which you do not have; (iii) hate products; or (iv) in the opinion of LoyLap, any immoral or distasteful goods or services (a «Prohibited Activity»).
    • You are responsible for ensuring that your processing of any Transaction, operation of a Loyalty Program and associated Rewards and use of the Services are compliant with the laws in the jurisdiction(s) in which you provide your services, including without limitation, any applicable tax law, laws governing prepaid cards and special offers such as rebates and coupons. You agree to make available to Members, who access or avail of any of your Loyalty Programs or Rewards, any terms and conditions applicable to your Loyalty Program.
    • Once you have been provided with any identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
    • You are responsible for logging out of the LoyLap Merchant Account when you are not using the Services. LoyLap takes absolutely no responsibility for and you will indemnify us for any loss arising as a result of any Transactions under your LoyLap Merchant Account, including without limitation, any misleading Rewards sent to Members, or cash back given out without your consent. LoyLap has processes in place to monitor and suspend suspicious activity, but this is in no way a guarantee that unauthorised Rewards cannot be applied. It is your responsibility to ensure that any Rewards applied on behalf of your business, are legitimate and fully redeemable.
    • You are responsible for ensuring that processing any Transactions or your operation of your Loyalty Program is in accordance with your business policy and will be guaranteed and redeemed once a Member has correctly processed a Transaction.
    • You agree that LoyLap is not a party to any contractual relationship between you and any Member who purchases any goods or services from you, using a Transaction or otherwise or who accesses or avails of any of your Loyalty Programs or Rewards.

 

  1. Your Authorisation.
    • LoyLap is permitted to hold, analyse and study all information pertaining to Merchants’ use of the Services. We may use this information to, amongst other things, administer, support, improve and develop our business, for any other purpose whether statistical or analytical.

 

  1. Our Fees.
    • LoyLap operates a subscription and/or transaction fee based services. You agree to pay the Fees every month for the duration of your use of the Services; unless otherwise agreed in writing with a LoyLap employee. Fees will be determined based on your selection of any services offered on the Services and may be based on Transactions carried out in respect of your LoyLap Merchant Account and are subjection to 30 day payment terms unless otherwise agreed with a LoyLap representative. Where you start to use any additional services provided by LoyLap through the Services, revised Fees may immediately apply. Subject to these Terms, we reserve the right to change our Fees. LoyLap will provide Merchants with ninety (90) days’ prior notice of any change in Fees for any Services used by a Merchant. If you do not agree to the change in Fees, you must close your LoyLap Merchant Account in accordance with these Terms. LoyLap reserves the right to suspend account services in the event of non-payment of fees. LoyLap reserves the right in the future to charge separate and additional fees for usage of some of our more advanced features. Failure to act promptly with payments may result in your LoyLap Merchant Account being suspended and not be reactivated until all outstanding Fees are fully paid. With respect to merchants paying via their POS System, the 90 day notice will not necessarily apply and the terms applicable will depend on the subscription agreement in the Clover App Market. Merchants are at liberty to resubscribe to new tiers as they become available.

 

  1. End User License Agreement (EULA).
    • Subject to your compliance with these Terms, LoyLap grants you a non-exclusive, non-transferable, non-sublicensable and revocable license (during these Terms) to: (i) install the ‘LoyLap Merchant’ App solely on applicable devices (Android, iOS and any applicable POS where LoyLap may make the service available) owned or controlled by you; (ii) access and use the Subscription Services on devices owned or controlled by you. For the avoidance of doubt, this license is provided by LoyLap and not any POS companies integrated with LoyLap or its agents, subcontractors, representatives or employees.
    • You will not acquire any interest in the Services, except for the limited license rights expressly granted to you under these Terms. All other rights, title and interests in and to the Services are expressly reserved to LoyLap. Without limiting the generality of the foregoing, you will not: (i) use, modify, adapt, reformat, copy or reproduce the Services or any portion thereof, except as expressly permitted under these Terms; (ii) rent, lease, upload to or host the Services on any website or server; (iii) distribute, sublicense, assign, transfer or otherwise make available the Services to any third party; (iv) use or access Services for any other benchmarking or competitive purposes; (v) interfere with, bypass, or disable any features or functionality that is embedded in or included with the Services; and (vi) use the Services in any unlawful manner or for any unlawful purpose or in any manner inconsistent with these Terms.
    • LoyLap may, in its sole discretion, release subsequent releases or versions of the LoyLap App. In order to continue using the Services, Merchants must obtain the then current release or version.

 

  1. Refund Policy.
    • LoyLap offers a thirty (30) day money back guarantee for Merchants who wish to cancel their subscription within thirty (30) days of first registering on the Services.
    • LoyLap will not issue refunds for any Materials used in connection with the Services (including without limitation any plastic cards or printed materials). LoyLap reserves the right to refuse charge-backs or cash refunds in particular where there is no fault in the goods.

 

  1. Dispute Resolution.
    • Any dispute or difference arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration under the provisions of the Arbitration Act 2010 and any statutory amendment or modification thereof, by a tribunal comprising one arbitrator which, in default of the parties’ agreement as to the arbitrator is/are to be appointed by the Law Society of Ireland.
      • The seat of the arbitration shall be Dublin, Ireland. The law governing this arbitration agreement shall be Irish law. The language of the arbitration shall be English;
      • The costs of any arbitration and the fees of the arbitrator shall be advanced in the first instance by the parties in equal shares. The arbitrator may award to the prevailing party in any arbitration the prevailing party’s fees and other costs in any such arbitration; and
      • The award of the arbitrator shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.

 

  1. Dormant LoyLap Accounts.
    • If there is no activity on your LoyLap Merchant Account (including access or any Transactions) for at least two (2) years consecutively, we reserve the right to terminate your LoyLap Merchant Account. Termination will result in the deletion of personally identifiable customer information and is not retrievable. 

 

    • The privacy of our Members and Merchants is of paramount importance to LoyLap. Upon acceptance of these Terms, you confirm that you have read, understood and accepted LoyLap’s Privacy Statement.[1] We do not share any business specific information with any parties whatsoever, nor do we share the e-mail addresses or full names of our Members with any third parties.

 

  1. LoyLap Transactions.
    • LoyLap Transactions include a wide variety of services. In particular, certain Transactions may provide Members and Merchants with the ability to enter into an agreement amongst themselves whereby Members prepay for goods and/or services. The Services include, without limitation; Gift, Loyalty, LoyLap Upfront, Self Check-Out and Order Ahead. Where Merchants avail of any Transaction where a Member prepays a sum to the Merchant, the Merchant must hold any prepaid sum on trust for the Members and agree not to mix such monies with the operational cash of the business. The Merchant must realise each purchase individually and realise all relevant taxes on an individual basis. LoyLap accepts no responsibility whatsoever for monies prepaid by Members to Merchants.
    • For the avoidance of doubt, any Transaction where the Member prepays a sum to a Merchant represents an agreement between the Merchant and Member. Accordingly, LoyLap accepts no responsibility, in any disputes arising out of such Transactions, including but not limited to:
      • failure by the Merchant to satisfy full amounts advanced by the Member;
      • the Merchant entering liquidation, examinership, administration, receivership or any other insolvency proceedings; or
      • any other issue which does not relate directly to the functionality of LoyLap’s technology infrastructure.

 

  1. General Liability.
    • Merchants warrant and represent that:
      • the Merchant alone is the seller of the products and/or services it supplies;
      • the Merchant’s use of the Services will not create any liability on the part of LoyLap in respect of the supply of goods or services by the Merchant and the Merchant will remain directly liable in relation to such supply;
      • the Merchant is solely responsible for providing support and related services to a Member for all issues related to that supply of goods or services, including (but not limited to) all issues arising from any Transaction, Loyalty Programs or Rewards;
      • the Merchant is solely responsible for processing any Transaction and redeeming Members’ Rewards and for providing the products and/or services.
    • LoyLap shall not be liable for, and you will indemnify and keep indemnified LoyLap, our affiliates and licensors, and each of our and their respective employees, officers, directors and representatives, and hold harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including all legal fees), arising out of or in connection with any claim arising out of your use of the Services, including, without limitation: (i) claims, losses, damages, liabilities arising out of or in connection with any Loyalty Programs, Rewards, Transactions or the prepayment of any sums; (ii) any personal injury or property damage (tangible or intangible) related to the foregoing; (iii) any sales, goods and services, use, excise, import, export, property, value added or other taxes or duties assessed or imposed on us or our affiliates in connection with or as a result of your use of the Services; or (iv) any legal or regulatory violation arising under the laws or regulations of any country (including without limitation privacy regulations) related to your use of the Services.
    • Nothing in these Terms shall exclude or limit our liability for any liability which cannot be excluded or limited by applicable law.
    • While we try to ensure that all information relating to the Services (including but not limited to promotions, prices, Merchants and their products/services) is accurate and up-to-date there may be, on a rare occasion, errors or omissions in respect of the information displayed on the Services. We exclude all liability for any such errors and/or omissions and we will be entitled to cancel or amend any such service, promotion or offer subject to such an error and/or omission. If we notice an error or omission we may contact you to inform you of the amendment or cancellation.
    • To the fullest extent permitted by law, LoyLap makes no warranties, whether express or implied, with respect to any Hardware and Materials provided by LoyLap, and LoyLap disclaims any and all implied warranties, including, those of merchantability and fitness for a particular purpose.
    • Without limitation to the foregoing, LoyLap shall not be liable for any direct, indirect or consequential loss of revenue, loss of actual or anticipated profits, loss of contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation and damage to or corruption of data.
    • Without prejudice to Clause 16.3, LoyLap’s maximum aggregate liability for all claims for breach of these Terms (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the lesser of: (i) 50% of the total Fees paid by the Merchant in the previous six (6) month period; or (ii) one hundred euro (€100).

 

    • We have implemented technical and organisational measures designed to secure your personal information from accidental loss and from unauthorised access, use, alteration or disclosure. Whilst LoyLap use secure third party servers, we cannot guarantee that unauthorised third parties will never be able to access your information. You acknowledge that you provide your personal information at your own risk.

 

  1. Suspension and Termination.
    • It is of great importance to us that you receive a reliable and efficient service. However, should we have reasonable grounds to suspect that you are:
      • in breach of these Terms;
      • operating the Service or any Hardware and Materials in your business in such a way which could negatively impact LoyLap’s interests;
      • bringing the LoyLap brand into disrepute;
      • are involved in or carrying out any Prohibited Activity; or
      • involved or participating in dishonest or fraudulent behaviour with respect to the Services,

we reserve the right to immediately suspend or cancel your LoyLap Merchant Account and cease providing any Services to you without prior notice or warning.

  • You agree not to use or launch any automated system, including without limitation, robots, spiders, offline readers etc., which accesses the Services in a manner that sends more request messages to LoyLap servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser. You agree not to collect, mine or reproduce any personal identifiable information, including account names, from the Services nor to use the communication systems provided by the Services for any commercial solicitation purposes. You agree not to use any portion of the Services as a destination linked from any unsolicited bulk messages or unsolicited commercial messages. LoyLap may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Services without notice and liability, if, in LoyLap’s sole determination, you violate any of the Terms, including the following prohibited actions: (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (ii) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) uploading invalid data, viruses, worms, or other software agents through the Services; (iv) impersonating another person/business or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your business identity; (v) interfering with the proper working of the Services; or, (vi) bypassing the measures we may use to prevent or restrict access to the Services, including, but not limited to, registering for the Services with a non-enterprise or non-work-related email address. Upon termination for any reason, you continue to be bound by these Terms.
  • Without limitation to the foregoing, LoyLap reserves the right to terminate these Terms and the provision of the Services on the occurrence of any of the following events and any such event shall be a fundamental breach of these Terms:
    • failure to pay an amount due under these Terms in full within five (5) business days of the Payment Date and to remedy such failure within three (3) business days of receipt of written notice to do so;
    • failure to comply with the terms of any such written notice within the time stipulated; and
    • violates any policies and terms of or creates liability for any POS system integrated with LoyLap.
  • If any sum payable under these Terms is not paid when due, the Merchant shall pay to LoyLap interest on such sum calculated on a daily basis and compounded monthly from the due date until payment at the rate of 8% per annum. If your account is suspended for any reason, LoyLap reserves the right to charge a fee for reactivation of service.

 

  1. Termination by the Merchant.
    • A Merchant can, at any time, request to cancel their subscription to the Services. We would be disappointed to see you go, but we realise that sometimes circumstances call for these things. Merchants can terminate these Terms and cancel their subscription by following the procedures set out in the Services. All outstanding Fees must be paid before your LoyLap Merchant Account can be closed. Termination by the Merchant may take up to eight (8) weeks to process, as LoyLap may contact Members of the imminent cessation of the Merchant’s participation in the Services.
    • Notwithstanding termination of these Terms (for any reason), the Merchant shall remain liable to any Members in respect of any cash balances, Loyalty Programs, Rewards or any obligations in respect of any Transactions outstanding on the date of termination.

 

  1. No Partnership.
    • These Terms shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the contracting parties other than the contractual relationship expressly provided for herein. Each contracting party confirms it is acting on its own behalf and not for the benefit of any other person.

 

  1. Severability Clause.
    • If any provision of these Terms is prohibited by law or judged by a court to be invalid, illegal or otherwise unenforceable, such provision shall not affect the other provisions of these Terms and the enforceability of the remainder of the agreement shall not be affected.

 

    • These Terms shall be governed by and construed in accordance with Irish law and, subject to Clause 12, each party agrees to submit to the exclusive jurisdiction of the Irish courts.

 

  1. Entire Agreement.
    • These terms and any documents referred to herein constitutes the entire agreement between the Merchant and LoyLap and supersedes all other terms, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    • Subject to Clause 9.1, LoyLap may change or add to these Terms and may change, remove, or insert conditions on the use of any feature or element of the Services on notice to you. Such notice may be given on our website or through the Services. By continuing to use the Services, and unless you notify us otherwise, you will be deemed to have accepted any such changes.

 

    • In the Terms, we use various defined terms. You will recognise that they are defined as they begin with a capital letter. This is what they mean:

“Business Day” means the days between and including Monday to Friday and does not include public, bank holidays and weekend.

“Compatible Mobile Device” means any iPhone which operates from the ‘iOS7’ platform or above and any other mobile device which operates from Android 2.3 (‘Gingerbread’) or above that complies with Clause 6 of these Terms.

“Content” means any content, including but not limited to a Business Name, Business Logo or any images, videos, hyperlinks and text (including opinions and statements) uploaded to the Services by a Merchant or Member.

“Fees” means the fees, charges and interest payable by Merchants on all LoyLap Merchant Accounts including additional fees, charges and interest payable by Merchants for the use of optional premium features, including but not limited to targeted in-app messages, as determined by LoyLap from time to time or as may be agreed individually between the Merchant and LoyLap. Fees are available to view at www.LoyLap.com/pricing.

“LoyLap”, “We” (or “we”) or “us” means Smart Points Limited trading as LoyLap with an address at Suite 12, Guinness Enterprise Centre, Taylor’s Lane, Dublin 8, Ireland, including any subsidiaries or affiliates of Smart Points Limited.

“LoyLap App” means the ‘LoyLap’ and ‘LoyLap Merchant’ mobile applications available for download on the Apple App Store, Google Play Store, and any POS where LoyLap may make the LoyLap App available.

“LoyLap Member Account” means a person who registers an account with LoyLap or otherwise uses the Services to purchase goods and/or services from Merchants.

“LoyLap Merchant Account” means a Merchant’s account with LoyLap that is used for processing Transactions applicable to that Merchant.

“Loyalty Program” means the terms and conditions set by Merchants and pursuant to which a Merchant provides Rewards to Members through the Services.

“Member” means a person with a LoyLap Member Account.

“Merchant” means a supplier of goods and/or services who has a LoyLap Merchant Account.

“Payment Date” means close of business on the day of each month when the Services subscription was activated. Where such date is a public holiday, bank holiday or weekend, the ‘Payment Date’ will be the next occurring Business Day.

“Premises” means the building used by the Merchant for the purposes of supplying goods and/or services to Members.

«Prohibited Activity» has the meaning ascribed to it in Clause 7.2.

“Prohibited Material” means any Content uploaded to the Services which is defamatory, offensive, abusive or illegal.

“Rewards” means any cash back, loyalty stamps or any other product/service provided by a Merchant to Members in exchange for their loyalty via the Services.

“Services” means the LoyLap App, analytics and all other associated features and any and all services provided by LoyLap via the website (www.LoyLap.com) including, but not limited to, any Transactions and any forum on which Content may be uploaded.

“Terms” means these LoyLap Merchant Terms of Use and LoyLap’s Privacy Statement.

“Transaction” means any interaction carried out by a Member or a Merchant on the Services.

“You” (or “you”) and “Your” (or “your”) means the Merchant.

 

 

 

 

 

 

 

[1] Privacy Statement: https://www.loylap.com/privacy-statement