LoyLap Merchant User Agreement

All capitalised terms herein are defined in Clause 30 of this Agreement.

This Agreement is a legal agreement between you and LoyLap governing your use of the LoyLap Platform, LoyLap App, analytics and all other associated features of the Services. Please read this Agreement carefully. To use the Services, you must accept all of the terms of this Agreement. 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 the terms of this Agreement.

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.

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND LOYLAP WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Terms Governing Use of the Services

1. LoyLap Partner Account Registration.

LoyLap requires you to open a LoyLap Partner Account at either our website – www.LoyLap.com, or through the Clover app market, 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 Partner Account must be accurate, true and complete. It is recommended that you 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: (a) you are at least eighteen (18) years of age, and (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under this Agreement as or on behalf of the Merchant.

2. Partner Business Name.

At registration of your LoyLap Partner Account, you will be asked to provide a business name which will appear on the LoyLap Platform. It is strongly recommended that the business name is reasonably descriptive and enables your business to be clearly identifiable to Members. You must own the intellectual property rights in the business name used for the purposes of our Services. Where you do not own the intellectual property rights in the business name, you are required to obtain permission from the relevant intellectual property holder(s) to use the business name for the purposes of the Services before registering with LoyLap. You give the LoyLap Family unconditional and irrevocable permission to use the business name for marketing and advertising purposes.

You agree to indemnify, defend, and hold harmless the LoyLap Family from and against any and all liability, costs or damages, without limitation, arising out of a Dispute resulting from the submission of a business name by you which infringes the intellectual property rights of another Merchant or that of third party.

3. Business Logo and Images.

You will be asked to provide a business logo and images of your premises which will appear on the LoyLap Platform. You must use a clearly identifiable business logo and provide high quality images of your premises. You must own the intellectual property rights in the business logo used for the purposes of our Services. Where you do not own the intellectual property rights in the business logo, you are required to obtain permission from the intellectual property holder(s) to use the business logo for the purposes of the Services before registering with LoyLap. You give the LoyLap Family unconditional and irrevocable permission to use the business logo for marketing and advertising purposes.

You agree to indemnify, defend, and hold harmless the LoyLap Family from and against any and all liability, costs or damages, without limitation, arising out of a Dispute resulting from the submission of a business logo by you which infringes the intellectual property rights of another Merchant or that of a third party.

4. LoyLap Software.

In order to use the Services, you must download the LoyLap App onto a Compatible Mobile Device, or a LoyLap integrated EPOS system. You will be able to begin using the LoyLap App by logging in with the email address and password you chose during the LoyLap Partner 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 that become available from time to time in order to continue using the Services. Software updates can be automatically updated on both apps and on EPOS systems if permissions are granted.

5. LoyLap Hardware.

LoyLap may, at its sole discretion, provide Merchants with hardware (tablets, beacons, Smartphones, and/or RFID/HiD readers) to run the Services under a hire purchase arrangement. This hardware remains property of LoyLap until all payments are made, and can be withdrawn at any time during the hire purchase period, where:

  • a Merchant breaches the terms of this Agreement; or
  • in the reasonable opinion of LoyLap, a Merchant is not running an active loyalty system that is beneficial to LoyLap members; or
  • a Merchant uses the hardware for means deemed, in the reasonable opinion of LoyLap, contrary to the mission and purpose of LoyLap.

6. 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. Failure to provide this verifying information expeditiously upon demand bestows upon LoyLap the right to terminate the LoyLap Partner Account.

You grant LoyLap the right to inspect, within the confines of the law, any premises owned by you directly participating in the Services so as to ensure compliance with the terms of this Agreement. Refusal to allow inspection of your premises will be considered a fundamental breach of this Agreement.

7. Compatible Mobile Devices.

Merchants must use a Compatible Mobile Device or EPOS system in order to operate the Services. Devices modified contrary to the manufacturer’s software or hardware guidelines, including but not limited to disabling hardware or software controls—sometimes referred to as “jailbreaking”—are not compatible mobile devices. You acknowledge that the use of a modified device to use the Services is expressly prohibited, constitutes a violation of the terms of this agreement, and is grounds for termination of your LoyLap Partner Account.

8. Your LoyLap Partner Account.

By creating a LoyLap Partner Account, you confirm that you are authorised to conduct business in the jurisdiction in which you are using the Service.

By creating a LoyLap Partner Account, you confirm that you will not create a loyalty program or send rewards in connection with the following businesses or business activities: (i) any illegal activity, (ii) credit counselling or repair agencies, (iii) credit protection or identity theft protection services, (iv) internet/mail order/telephone order pharmacies or pharmacy referral services (where fulfilment of medication is performed with an internet or telephone consultation, absent a physical visit with a physician including re-importation of pharmaceuticals from foreign countries), (v) multi-level marketing businesses, (vi) inbound or outbound telemarketers, (vii) rebate based businesses, (viii) up-sell merchants, (ix) sales of money-orders or foreign currency by non-financial institutions, (x) wire transfer money orders, (xi) adult entertainment oriented products or services (in any medium, e.g., internet, telephone or printed material), (xii) internet/mail order/telephone order cigarette or tobacco sales, (xiii) drug paraphernalia, (xiv) occult materials, (xv) hate products, (xvi) escort services, or (xvii) in the opinion of LoyLap, any immoral or distasteful goods or services.

You are responsible for ensuring that your loyalty program and associated Rewards are compliant with the laws in which you provide it, including laws governing prepaid cards and special offers such as rebates and coupons. You agree to make available to your customers any terms and conditions applicable to your loyalty program.

You are responsible for logging out of the LoyLap Partner Account when you are not using the Services. LoyLap takes absolutely no responsibility for any misleading Rewards sent to Members, nor 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 their Loyalty program is in accordance with your business policy and will be guaranteed and redeemed once a Member has sufficient cash or stamps with your business.

9. Your Authorisation.

LoyLap is permitted to hold, analyse and study all information pertaining to Merchants’ Loyalty Program. We use this information to, amongst other things; perform analytics for the Merchant’s business.

10. Our Fees.

LoyLap operates a subscription service. You agree to pay the Fees every month for the duration of your use of the Services. Subject to the terms of this Agreement, we reserve the right to change our Fees. LoyLap will provide Merchants with ninety (90) days’ prior notice of any change in Fees. If you do not agree to the change in Fees, you must close your LoyLap Partner Account in accordance with the terms of this Agreement. 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 Partner Account being suspended and not be reactivated until all outstanding Fees are fully paid.

LoyLap reserves the right to agree separate fee arrangements with individual Merchants irrespective of whether any such Merchant is part of a LoyLap Group. This is to be applied on an individual basis and is solely at the discretion of LoyLap. All Merchants are obligated to pay the standardised fees as determined by LoyLap from time to time unless expressly directed otherwise.

11. End User License Agreement (EULA).

Subject to your compliance with the Subscription Agreement, LoyLap grants you a non-exclusive, non-transferable, non-sublicensable and revocable license (while the Subscription Agreement is in effect) to: (i) install the ‘LoyLap Partner’ App solely on applicable devices (Android, iOS and Clover POS) 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 EPOS companies integrated with LoyLap or its agents, subcontractors, representatives or employees.

You will not acquire any interest in the LoyLap Partner App or Subscription Services, except for the limited license rights expressly granted to you under this Agreement. All other rights, title and interests in and to the LoyLap App and Subscription 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 LoyLap App or Subscription Services or any portion thereof, except as expressly permitted under this Agreement; (ii) rent, lease, upload to or host the LoyLap App or Subscription Services on any website or server; (iii) distribute, sublicense, assign, transfer or otherwise make available the LoyLap App or Subscription Services to any third party; (iv) use or access LoyLap App or Subscription 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 LoyLap App or Subscription Services; and (vi) use the LoyLap App or Subscription Services in any unlawful manner or for any unlawful purpose or in any manner inconsistent with the Subscription Agreement.

LoyLap may, in its sole discretion, release subsequent releases or versions of the LoyLap App and require you to obtain and use such current releases or versions.

12. Refund Policy

LoyLap offers a 30 day money back guarantee for those who wish to cancel their subscription within 30 days of registering with The Service. After this period customers may still cancel their subscription at any time, but will receive no refund for previous subscriptions paid.

LoyLap will not issue refunds on any plastic cards or printed materials of any kind after they have gone to print. LoyLap reserves the right to refuse charge-backs or cash refunds in particular where there is no fault in the goods.

In the event of any plastic cards or printed materials being unfit for purpose, LoyLap will immediately aim to rectify the situation. It will be in our sole discretion how to refund, refinance, or replace an item with a similar or identical product. If a refund is granted, the Merchant will not be responsible for paying any associated shipping or delivery costs.

13. Entry Errors and Rewards Refunds.

There is no ability to remove erroneous Rewards or transactions from a Member’s LoyLap account. If a Merchant wishes to remove Rewards from a user they must contact support@LoyLap.com with the details of the transaction, which consist of: (1) LoyLap user number, (2) time and date of purchase, and (3) total value of the purchase. LoyLap will endeavour to make the reduction in user balance within 24 hours of the Merchant making contact.

14. Exclusivity Clause.

LoyLap encourages all of our Merchants to use technology in their business to better improve their service and ultimately their bottom line. If, however, in the view of LoyLap a Merchant is operating software or hardware in their business which could negatively impact LoyLap’s interests, we may request the Merchant to remove said software or hardware or suspend or cancel their LoyLap Partner Account.

15. Dormant LoyLap Accounts.

If there is no activity on your LoyLap Partner Account (including access or Loyalty transactions) for at least two (2) years consecutively, we will notify you by sending an email to your registered email address and give you the option of keeping or terminating your LoyLap Partner Account.  Failure to respond to said email will result in termination of your account exactly sixty (60) days from the date of sending the email.

16. LoyLap Partner Processing Errors.

In the event that a Merchant knowingly applies the incorrect level of Rewards to a Member they shall contact LoyLap, at support@LoyLap.com providing the following details in respect of the processing error made: (1) LoyLap user number, (2) time and date of purchase, and (3) total value of the purchase. LoyLap endeavours to rectify any such processing error 48 hours from receipt of this email.

17. Your Privacy.

Your privacy is of paramount importance to LoyLap. Upon acceptance of this Agreement, you confirm that you have read, understood and accepted LoyLap’s Privacy Policy. We do not share any business specific information with any parties whatsoever, nor do share the e-mail addresses or full names of our Members with any third parties.

18. Changes to Loyalty Program.

Merchants must inform LoyLap thirty (30) days in advance of any changes to your Loyalty Program in order to ensure that we have sufficient time to inform Members of same.

19. LoyLap Pre-Payment Services.

LoyLap offers a range of facilitatory services which provide Members and Merchants with the ability to enter into an agreement amongst themselves whereby Members prepay for goods and/or services. LoyLap Pre-Payment services include, but are not limited to; Gift Cards, LoyLap Upfront and Membership Cards. In exchange for prepaying for these goods and/or services Members may, at the discretion of the Merchant, receive a loyalty bonus in addition to their prepay value. Merchants who avail of LoyLap Pre-Payment services must hold any prepaid cash on trust for the Members and agree not to mix such monies with the operational cash of the business. They then 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, LoyLap Pre-Payment services represent an agreement between the Merchant and Member. Accordingly, LoyLap accepts no responsibility, save for any inherent technical fault of its software, in Disputes arising out of the LoyLap Pre-Payment services, 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 the LoyLap technology infrastructure.

20. Exit from a LoyLap ‘Group’.

You can request to exit a LoyLap Group at any time by e-mailing support@LoyLap.com, detailing your registered business name, the LoyLap Group name and, optionally, the reason for requesting removal. Merchants who request to leave a LoyLap Group will be removed from the group at the end of the subsequent calendar month after the request was made. All Fees due to LoyLap and other group members must be paid before exiting a LoyLap Group, and Fees due to the Merchant from the LoyLap Group will be paid twenty (20) days after the Merchant has exited the group, provided that all Fees due and owing to LoyLap by the Merchant have been discharged. We reserve the right to set-off any monies due and owing to us by the Merchant against any monies which may be owed to the Merchant. Merchants are expressly precluded from exercising any right of set-off whether statutory or otherwise. When exiting a LoyLap Group, a Merchant must pay for all outstanding cash back that they have contributed into the group. This amount will be billable to the Merchant in question and will be added to the trust account for the community to handle all future liabilities.

21. Disputes between Merchants in a Group.

You indemnify, defend, and hold harmless the LoyLap Family from and against any and all liability and costs, including, without limitation, legal fees incurred by the LoyLap Family in connection with any claim arising out of a Dispute between you and any other Merchants.

22. General Liability.

You should take careful note of the following:

  • You alone are the seller of the products and/or services you supply;
  • You are solely responsible for redeeming Members’ Rewards and for providing the products and/or services. In this regard, LoyLap excludes all liability for any damage, loss, consequential loss, bodily harm or any other adverse effect which may arise from use of your products and/or services.

Nothing in this Agreement 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 LoyLap Platform. 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 of you the amendment or cancellation.

While LoyLap is liable to Merchants for breach of contract, we exclude all liability in respect of claims in tort. LoyLap excludes all liability in respect of:

  • 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;
  • loss of, damage to or corruption of data; and
  • indirect or consequential loss.

23. User Content.

Merchants may be given the opportunity to upload User Content. You agree that you will not upload User Content unless you have created that content yourself or you have permission from the intellectual property right owner(s) to do so.

For any User Content that you upload to the LoyLap Platform, you grant the LoyLap Family non-exclusive, royalty-free, licence-free, transferable, and sub-licencable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display that User Content throughout the world in any media in order to provide and promote the Services and LoyLap’s business. You retain all rights in your User Content, subject to the rights granted to LoyLap in this Agreement.

LoyLap excludes any and all liability in respect of Prohibited Material uploaded by Merchants.  LoyLap does not endorse any User Content uploaded by Members and/or Merchants.  If you believe that Prohibited Material has been uploaded or in any way disseminated on the LoyLap Platform please contact support@LoyLap.com notifying us of same. For the avoidance of doubt, uploading or in any way disseminating Prohibited Material on the LoyLap Platform is considered a fundamental breach of this Agreement and may result in the offending party’s LoyLap Partner Account being suspended and/or terminated.

24. Intellectual Property Right Infringement.

LoyLap excludes any and all liability for User Content uploaded by Members which infringes another party’s intellectual property rights. We respect the intellectual property rights of others and we ask you to do the same. It is our policy to terminate the access privileges of those who infringe the intellectual property rights of others. If you believe that your work has been posted on the LoyLap Platform in a way that constitutes intellectual property right infringement, please contact us at support@LoyLap.com.

25. Security.

We have implemented technical and organisational measures designed to secure your personal information from accidental loss and from unauthorised access, use, alteration or disclosure. All of our data is stored in highly secured Amazon web servers. However, we cannot guarantee that unauthorised third parties will never be able to defeat these measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

26. 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 this Agreement, 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 Partner Account 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 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 Agreement, 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 LoyLap Platform; (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 and/or LoyLap Platform; or, (vi) bypassing the measures we may use to prevent or restrict access to the LoyLap Platform, 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 this Agreement

In addition to all other terms of this Agreement, LoyLap reserve the right to terminate this Agreement on the occurrence of any of the following events and any such event shall be a fundamental breach of this Agreement:

  • Failure to pay an amount due under this agreement 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.
  • Violates the policies and terms or creates liability for any EPOS system integrated with LoyLap.

If any sum payable under this Agreement is not be 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 will charge £/€30 for the administration of reactivation of service.

27. Request to Terminate Agreement with LoyLap.

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. In order to request termination of services, Merchants must contact us on support@LoyLap.com stating their business name, and optionally, their reason for wishing to terminate their LoyLap Partner Account. All outstanding Fees must be paid before your LoyLap Partner Account can be closed. LoyLap will terminate your LoyLap Partner Account within (8) weeks from the date of receiving this email provided all such outstanding Fees are paid. This period is necessary to inform Members about the imminent cessation of the Merchant’s participation in the Services so as to give them ample time to redeem any outstanding Rewards they may have.

28. No Partnership.

Merchants subscribing to the Services are referred to as ‘Partners’ exclusively for marketing and branding purposes. This Agreement 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.

29. Severability Clause.

If any provision of this Agreement 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 this Agreement and the enforceability of the remainder of the agreement shall not be affected.

30. Jurisdiction.

This Agreement 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.

31. Entire and final agreement.

This Agreement constitutes the whole agreement in respect of the Services and you confirm that you have not entered into this Agreement on the basis of any representation that is not expressly incorporated herein.

32. Definitions.

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

“Agreement” means this LoyLap Merchant User Agreement which incorporates LoyLap’s Privacy Policy.

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

“Clover” means the EPOS system Clover, controlled by Clover Network, Inc.

“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 7 of this Agreement.

“Fees” means the fees, charges and interest payable by Merchants on all LoyLap Partner Accounts including additional fees, charges and interest payable by Merchants for the use of optional premium features, including but not limited to, LoyLap Upfront and targeted in-app messages. Fees are available to view at ww.LoyLap.com/pricing.

“LoyLap”, “We” (or “we”) or “us” means Smart Points Limited trading as LoyLap whose head office is at The Tower, Pearse Street, Dublin 2, Ireland. Rights and responsibilities under this Agreement may be transferred.

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

“LoyLap Group” means two or more Merchants in a designated locality who mutually agree to allow Members procure and redeem Rewards in their participating stores as if they were collectively a single Merchant.

“LoyLap Member Account” means a person who registers an account with LoyLap solely for the purposes of redeeming Rewards from Merchants and utilising the LoyLap Upfront service to purchase goods and/or services from Merchants.

“LoyLap Partner Account” means a supplier of goods and/or services who registers an account with LoyLap with the purpose of providing Members with a mechanism to redeem Rewards and utilise LoyLap Upfront through the LoyLap Platform.

“LoyLap Platform” means any and all of the mediums by which the Services are provided including, but not limited to, the LoyLap website (www.LoyLap.com) and the LoyLap App.

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

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

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

“Payment Date” means close of business on the day of each month when the LoyLap 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 Material” means any User Content uploaded to the LoyLap Platform 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 LoyLap Platform.

“Services” means any and all services provided by LoyLap via the website (www.LoyLap.com) and LoyLap App including, but not limited to, the Rewards facility, LoyLap Upfront and any forum on which User Content may be uploaded.

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

“User Content” means any content, including but not limited to images, videos, hyperlinks and text (including opinions and statements) uploaded to the LoyLap Platform.

 

LoyLap Member User Agreement

All capitalised terms herein are defined in Clause 21 of this Agreement.

This Agreement is a legal agreement between you and LoyLap governing your use of the LoyLap Platform, LoyLap App, analytics and all other associated features of the Services. Please read this Agreement carefully. To use the Services, you must accept all of the terms of this Agreement. Should the terms of this Agreement be altered or changed in any way, LoyLap will notify Members via e-mail to the address registered on their LoyLap Member Account.  By continuing to use the Services you agree to comply with and be subject to the terms of this Agreement.

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.

Terms Governing Use of the Services

  1. LoyLap Member Account Registration.

LoyLap enables you store Rewards accumulated through your loyalty to Merchants. Rewards vary from Merchant to Merchant and you are advised to read the terms and conditions of each Merchant’s individual Loyalty ProgramThese Services are available to you free of charge.

You must register a LoyLap Member Account in order to use the Services. Upon registering a LoyLap Member Account you will be required to provide your name, age, gender and e-mail address. 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 account or if we change the terms of this Agreement, it is also the means by which the Merchant(‘s) where you use LoyLap can reach 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.

You must be thirteen (13) years of age or over to use LoyLap. By registering with LoyLap you represent and warrant to us that: (a) you are at least thirteen (13) years of age, and (b) you are eligible to register and use the Services.

2. Software.

In order to access and use the Services, you must download the LoyLap App onto a Compatible Mobile Device and register an account, or must register an account directly with the merchant EPOS/tablet via LoyLap’s API . This 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 user 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.

3. Compatible Mobile Devices.

Your LoyLap Member Account permits you to accumulate and redeem Rewards on a Compatible Mobile Device. Devices modified contrary to the manufacturer’s software or hardware guidelines, including but not limited to disabling hardware or software controls—sometimes referred to as “jailbreaking”—are not Compatible Mobile Devices. You acknowledge that the use of a modified device to use the Services is expressly prohibited, constitutes a violation of the terms of this Agreement, and is grounds for termination of your LoyLap Partner 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.

4. Your LoyLap Balance.

The Services enable you to store your Rewards from Merchants. Rewards can only be spent with the Merchant/LoyLap Group in which they were earned and cannot be exchanged for cash for any reason whatsoever.  A Merchant/LoyLap Group may, at their sole discretion, exchange LoyLap cash balances for a gift card, but this this is solely at the discretion of each individual Merchant/LoyLap Group. Once a transaction is processed it cannot be reversed as arbitrage opportunities may arise which could negatively impact on the Merchants.

5. LoyLap Purchase Information.

By using our Services, you grant LoyLap permission to share with Merchants information regarding your activity on the LoyLap Platform. You also give us permission to import into your LoyLap Member Account and to share with Merchants information about the Rewards you have received and transactions you’ve made. This information will be shared exclusively with the Merchant(‘s’) where you’ve used LoyLap, and will never be sold or commercialised with any third parties whatsoever.

6. LoyLap Key Ring Fobs/Cards.

Merchants may issue LoyLap key ring fobs and/or PVC Cards to Members for the purpose of accumulating Rewards and/or storing balance. LoyLap key ring fobs may be used as the sole method of accumulating Rewards or in connection with the LoyLap Platform. If you use the LoyLap key ring fobs you are advised to be aware that these key ring fobs remain the property of the Merchant who issued them and may be requested to be returned at any time.

7. Your Privacy.

You privacy is paramount to LoyLap. Our reasoning for requesting the age and gender of our Members is to inform our Merchants of the demographic breakdown of their customers so that they can better understand their business. All our information which we provide to businesses is designed to improve the service provided by Merchants for the benefit of their loyal customers.

Our Privacy Policy is incorporated into the terms of this Agreement. Upon acceptance of this Agreement you confirm that you have read, understood and accepted LoyLap’s Privacy Policy.

8. 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 a term of this Agreement or the terms and conditions of their Loyalty Program, we will endeavour to work with you and the Merchant to resolve the issue. Please contact support@LoyLap.com to raise any issues you have with Merchants.

In the event that you receive less Rewards from a Merchant than you are entitled under the Loyalty Program, you should alert the Merchant to this fact. Merchants are asked to contact LoyLap notifying us of the mistake made. We will endeavour to rectify any such mistake within forty eight (48) hours of being notified by the Merchant.

9. LoyLap Upfront.

LoyLap Upfront is facilitatory service which provides Members and Merchants with the ability to enter into an agreement amongst themselves whereby Members prepay for goods and services. In exchange for Members prepaying they receive a loyalty bonus upfront from the Merchant which is added to their prepay balance. LoyLap accepts no responsibility whatsoever for monies prepaid by Members to Merchants. By using LoyLap Upfront, you agree to and understand that all monies prepaid under the LoyLap Upfront service is completely non-refundable.

For the avoidance of doubt LoyLap Upfront represents an agreement between you and the Merchant. Accordingly, we accept no responsibility, save for any technical error made by our hardware and software, in Disputes arising out of the LoyLap Upfront service, including but not limited to:

  • failure by the Merchant to satisfy full amounts advanced by the Member; or
  • the Merchant entering liquidation, examinership, administration, receivership or any other insolvency proceedings; or
  • any other issue which does relate directly to the functionality of the LoyLap technology infrastructure.

10. Security.

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.

11. Loss or Non-Permitted Use.

It is your responsibility to ensure that your mobile device and LoyLap key ring fob 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 key ring fob 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 key ring fob is lost, stolen or otherwise used without your permission you should e-mail support@LoyLap.com quoting your LoyLap user number and/or the e-mail address with which you registered your LoyLap account and explain the circumstances around the non-permitted use. LoyLap will endeavour to suspend the LoyLap Member Account and/or LoyLap key ring fob on receiving this email as soon as is reasonably practicable thereafter.

12. Your Right to Terminate.

You may terminate this Agreement at any time by closing your LoyLap Member Account and ceasing to use the LoyLap Platform. To close an account please log onto the LoyLap website using your registered e-mail address and password. From there you can select to close your accountOnce an account is closed, all associated balances collected from Merchants will be deleted from the system and will not be reimbursed under any circumstances.

13. 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 the terms of this Agreement; 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 LoyLap Platform 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 LoyLap Platform nor to use the communication systems provided by the LoyLap Platform for any commercial solicitation purposes. You agree not to use any portion of the LoyLap Platform 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 Agreement, 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 LoyLap Platform; (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 and/or LoyLap Platform; 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 this Agreement.

14. Effect of Termination.

We will not be liable to you for compensation, reimbursement, or repayment of any kind in connection with, or in connection with any termination or suspension of your LoyLap Member Account. Upon termination all Rewards you hold with Merchants will be deleted and will not be transferred through any medium.

15. General Liability.

Members should take careful note of the following:

  • LoyLap is not the seller of the products and/or services supplied by Merchants;
  • Merchants are solely responsible for redeeming Members’ Rewards and for providing the products and/or services. 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.

LoyLap is liable to Members for any breach of this Agreement. Nothing in this Agreement shall exclude or limit our liability for any liability which cannot be excluded or limited by applicable law. As a consumer, nothing in this Agreement affects your non-excludable statutory rights. Nothing in this Agreement 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 LoyLap Platform. 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 of you the amendment or cancellation.

While LoyLap is liable to Members for breach of contract, we exclude all liability in respect of claims in tort. LoyLap excludes all liability in respect of:

  • 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;
  • loss of, damage to or corruption of data; and
  • indirect or consequential loss.

16. User Content

Members may be given the opportunity to post User Content onto the LoyLap Platform which may include the function to converse and interact with other Members and/or Merchants. LoyLap excludes any and all liability in respect of Prohibited Material uploaded by Members.  LoyLap does not endorse any User Content uploaded by Members and/or Merchants.  If you believe that Prohibited Material has been uploaded or in any way disseminated on the LoyLap Platform please contact support@LoyLap.com notifying us of same. For the avoidance of doubt, uploading or in any way disseminating Prohibited Material on the LoyLap Platform is considered a fundamental breach of this Agreement and may result in the offending party’s LoyLap Member Account being suspended and/or terminated.

For any User Content that you upload to the Services, you grant the LoyLap Family non-exclusive, royalty-free, licence-free, transferable, and sub-licencable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display that User Content throughout the world in any media in order to provide and promote the Services and LoyLap’s business. You retain all rights in your User Content, subject to the rights granted to LoyLap in this Agreement.

LoyLap excludes any and all liability for User Content uploaded by Members which infringes another party’s intellectual property rights. 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 LoyLap at iprsupport@LoyLap.com.

17. 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 these 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 in this Agreement or our Privacy Policy. 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 Policy 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.

18. Severability Clause.

If any provision of this Agreement 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 this Agreement and the enforceability of the remainder of the agreement shall not be affected.

19. Jurisdiction.

This Agreement 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.

20. Entire and final agreement.

This Agreement constitutes the whole agreement in respect of the Services and you confirm that you have not entered into this Agreement on the basis of any representation that is not expressly incorporated herein.

21. Definitions.

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

“Agreement” means this LoyLap Member User Agreement which incorporates LoyLap’s Privacy Policy.

“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 this Agreement.

“LoyLap”, “We” (or “we”) or “us” means Smart Points Limited trading as LoyLap whose head office is at The Tower, Pearse Street, Dublin 2, Ireland. Rights and responsibilities under this Agreement may be transferred.

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

“LoyLap Group” means two or more Merchants in a designated locality who mutually agree to allow Members procure and redeem Rewards in their participating stores as if they were collectively a single Merchant.

“LoyLap Member Account” means a person who registers an account with LoyLap solely for the purposes of redeeming Rewards from Merchants and utilising the LoyLap Upfront service to purchase goods and/or services from Merchants.

“LoyLap Partner Account” means a supplier of goods and/or services who registers an account with LoyLap with the purpose of providing Members with a mechanism to redeem Rewards and utilise LoyLap Upfront through the LoyLap Platform.

“LoyLap Platform” means any and all of the mediums by which the Services are provided including, but not limited to, the LoyLap website (www.LoyLap.com) and the LoyLap App.

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

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

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

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

“Prohibited Material” means any User Content uploaded to the LoyLap Platform 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 LoyLap Platform.

“Services” means any and all services provided by LoyLap via the website (www.LoyLap.com) and LoyLap App including, but not limited to, the Rewards facility, LoyLap Upfront and any forum on which User Content may be uploaded.

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

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

“User Content” means any content, including but not limited to images, videos, hyperlinks and text (including opinions and statements) uploaded to the LoyLap Platform.