1. Introduction and Definitions

1.1 About Lokaly

Welcome to Lokaly. These Merchant Terms and Conditions ("Terms") govern your use of the Lokaly digital loyalty platform and related services. Lokaly is a trading name of Eelavan Ltd, a company registered in England and Wales with registered address at 86-90 Paul Street, London, EC2A 4NE, United Kingdom ("Lokaly", "we", "us", or "our").

By registering for a Lokaly account or using our Services, you ("Merchant", "you", or "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to these Terms.

1.2 Definitions

• "Account" means your registered Lokaly merchant account.
• "Customer" means an end user who participates in your Loyalty Programme through the Lokaly Platform.
• "Customer Data" means personal data relating to Customers collected through the Platform in connection with your Loyalty Programme.
• "Intellectual Property Rights" means patents, trade marks, service marks, registered designs, copyrights, database rights, design rights, know-how, confidential information, and all other similar proprietary rights.
• "Loyalty Programme" means the digital stamp card or points-based loyalty scheme you operate through the Platform.
• "Merchant Content" means all content, materials, data, and information you upload, submit, or provide through the Platform.
• "NFC Tag" means the near-field communication hardware device provided by Lokaly for Customer check-ins.
• "Platform" means the Lokaly website, mobile applications, merchant portal, and all related technology infrastructure.
• "Rewards" means the benefits, discounts, free items, or other incentives you offer to Customers through your Loyalty Programme.
• "Services" means the Lokaly digital loyalty platform services, including the merchant portal, customer mobile application, NFC technology, analytics, and related features.
• "Subscription" means your paid or free subscription plan for the Services.
• "Subscription Fee" means the recurring fee payable for your Subscription tier.

3. Account Registration and Security

3.1 Registration

To use the Services, you must register for an Account. You agree to: (a) provide accurate, current, and complete registration information; (b) maintain and promptly update your Account information; (c) maintain the security of your Account credentials; (d) accept responsibility for all activities under your Account; and (e) notify us immediately of any unauthorised access.

3.2 Eligibility

You represent and warrant that: (a) you are at least 18 years old; (b) you have the legal capacity to enter into these Terms; (c) you are authorised to act on behalf of your business; and (d) your use of the Services will comply with all applicable laws and regulations.

3.3 Account Security

You are responsible for maintaining the confidentiality of your Account credentials. You must use strong passwords and enable any additional security features we provide. We recommend not sharing Account access and using unique credentials for each authorised user.

4. Merchant Obligations

4.1 General Obligations

As a Merchant, you agree to:

• Use the Services only for lawful purposes and in accordance with these Terms;
• Comply with all applicable laws, regulations, and industry standards;
• Ensure all Merchant Content is accurate, not misleading, and does not infringe third-party rights;
• Maintain appropriate licences and permits for your business operations;
• Respond to Customer enquiries and complaints in a timely manner; and
• Cooperate with us in investigating any suspected misuse of the Platform.

4.2 Reward Obligations

You agree to:

• Honour all Rewards earned by Customers through your Loyalty Programme;
• Clearly communicate Reward terms, conditions, and any restrictions to Customers;
• Not retroactively change Reward requirements to the detriment of Customers who have already begun collecting stamps or points;
• Provide reasonable notice (minimum 30 days) before discontinuing or materially changing your Loyalty Programme; and
• Honour earned Rewards for a minimum of 30 days after programme discontinuation.

4.3 NFC Tag Care

You are responsible for: (a) the safekeeping of NFC Tags provided to you; (b) ensuring NFC Tags are used only for their intended purpose; (c) reporting lost, stolen, or damaged NFC Tags promptly; and (d) preventing misuse or fraudulent use of NFC Tags. Replacement NFC Tags may be subject to additional charges.

4.4 Prohibited Activities

You shall not:

• Use the Services for any illegal, fraudulent, or unauthorised purpose;
• Interfere with or disrupt the Platform or servers;
• Attempt to gain unauthorised access to any part of the Platform;
• Reverse engineer, decompile, or disassemble any part of the Platform;
• Use automated systems to access the Platform without permission;
• Upload malicious code or content;
• Impersonate any person or entity;
• Use the Platform to send spam or unsolicited communications; or
• Engage in any activity that could damage Lokaly's reputation.

5. Fees and Payment

5.1 Subscription Fees

Subscription Fees are charged in advance on a monthly or annual basis, as selected during registration. All fees are quoted in British Pounds Sterling (GBP) unless otherwise stated. Fees are exclusive of VAT, which will be added where applicable.

5.2 Payment Methods

Payment must be made by the methods we accept, which may include credit card, debit card, or direct debit. You authorise us to charge your chosen payment method for all applicable fees. You are responsible for keeping your payment information current.

5.3 Payment Failure

If payment fails, we will:

• Notify you of the failed payment (Day 0);
• Attempt to process payment again on Day 3 and Day 7;
• Suspend access to premium features on Day 14 if payment remains outstanding;
• Downgrade your Account to Starter tier on Day 21; and
• Reserve the right to suspend or terminate your Account after 30 days of non-payment.

5.4 Price Changes

We may change our fees at any time. We will provide at least 30 days' notice of any fee increase. Continued use of the Services after the effective date constitutes acceptance of the new fees. You may cancel your Subscription before the new fees take effect.

5.5 Refunds

Subscription Fees are generally non-refundable. However, if you cancel within 14 days of your initial subscription (or renewal for annual plans), you may request a pro-rata refund for the unused portion. This does not affect your statutory rights.

6. Intellectual Property

6.1 Lokaly's Intellectual Property

The Platform, including all software, designs, text, graphics, logos, icons, and other content, is owned by or licensed to Lokaly and is protected by Intellectual Property Rights. Nothing in these Terms transfers any ownership of Lokaly's Intellectual Property to you.

6.2 Licence to Use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for operating your Loyalty Programme. This licence does not include the right to: (a) modify or create derivative works; (b) sublicense or transfer your rights; (c) use the Platform for any third party's benefit; or (d) use automated systems except as expressly permitted.

6.3 Merchant Content Licence

You retain ownership of your Merchant Content. By uploading Merchant Content, you grant Lokaly a worldwide, non-exclusive, royalty-free licence to use, reproduce, modify, and display such content solely for the purpose of providing the Services. This licence continues for as long as the content remains on the Platform and for a reasonable period thereafter for backup and archival purposes.

6.4 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant us an unrestricted, perpetual, irrevocable, royalty-free licence to use such feedback for any purpose without compensation or attribution.

6.5 Brand Usage

We may use your business name, logo, and description in our marketing materials and customer lists, subject to any brand guidelines you provide. You may request removal from marketing materials by contacting us in writing.

7. Data Protection

7.1 Data Controller and Processor

For the purposes of applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018:

• You are the data controller in respect of Customer Data collected through your Loyalty Programme;
• Lokaly acts as a data processor, processing Customer Data on your behalf and in accordance with your instructions; and
• Lokaly is an independent data controller for data we collect for our own purposes (e.g., account management, billing, platform improvement).

7.2 Data Processing Agreement

The Data Processing Agreement at lokaly.co.uk/dpa forms part of these Terms and sets out the terms on which we process Customer Data on your behalf, including our obligations under Article 28 of the UK GDPR.

7.3 Your Data Protection Obligations

As data controller, you are responsible for: (a) ensuring you have a lawful basis for collecting and processing Customer Data; (b) providing appropriate privacy notices to Customers; (c) obtaining any necessary consents; (d) responding to data subject requests; (e) ensuring the accuracy of Customer Data; and (f) complying with all applicable data protection laws.

7.4 Our Data Protection Commitments

We commit to: (a) processing Customer Data only on your documented instructions; (b) implementing appropriate technical and organisational security measures; (c) assisting you in responding to data subject requests; (d) notifying you of any personal data breaches without undue delay; (e) ensuring our personnel are bound by confidentiality obligations; and (f) engaging sub-processors only with appropriate contractual protections.

7.5 Sub-processors

You authorise us to engage sub-processors to assist in providing the Services. A current list of sub-processors is available at lokaly.co.uk/subprocessors. We will notify you of any changes to sub-processors, and you may object to new sub-processors in accordance with the Data Processing Agreement.

7.6 International Transfers

Customer Data will primarily be stored within the United Kingdom and European Economic Area. Where transfers to other countries are necessary, we will ensure appropriate safeguards are in place, such as Standard Contractual Clauses or the UK International Data Transfer Addendum.

8. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential. This obligation does not apply to information that: (a) becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed; or (d) is disclosed pursuant to legal requirement. Confidentiality obligations survive termination for a period of 3 years.

9. Term and Termination

9.1 Term

These Terms commence when you register for an Account and continue until terminated by either party.

9.2 Termination by You

You may terminate your Subscription at any time through your Account settings or by contacting us. Termination will take effect at the end of your current billing period. You remain responsible for all fees incurred until the termination date.

9.3 Termination by Lokaly

We may terminate or suspend your Account: (a) immediately if you breach these Terms; (b) immediately if required by law; (c) on 30 days' notice for any reason; or (d) immediately if you fail to pay fees for more than 30 days. We will endeavour to provide notice where practicable.

9.4 Effects of Termination

Upon termination: (a) your right to access the Services ceases immediately; (b) you must honour any outstanding Rewards for 30 days; (c) we will delete or return your data in accordance with the Data Processing Agreement; (d) you must pay any outstanding fees; and (e) provisions that by their nature should survive will remain in effect.

9.5 Data Export

You may request an export of your data for 30 days following termination. After this period, we will delete your data in accordance with our data retention policies and the Data Processing Agreement.

10. Limitation of Liability

10.1 Exclusion of Liability

To the maximum extent permitted by law, Lokaly shall not be liable for: (a) any indirect, incidental, special, consequential, or punitive damages; (b) loss of profits, revenue, data, or business opportunities; (c) any loss arising from your Loyalty Programme or Rewards; (d) any loss caused by Customers or third parties; or (e) any matters beyond our reasonable control.

10.2 Liability Cap

Our total aggregate liability under or in connection with these Terms shall not exceed the greater of: (a) the total fees paid by you in the 12 months preceding the claim; or (b) £500.

10.3 Exceptions

Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded by law; or (d) breach of obligations implied by section 12 of the Sale of Goods Act 1979.

10.4 Your Liability

You agree to indemnify and hold harmless Lokaly from any claims, damages, losses, or expenses arising from: (a) your breach of these Terms; (b) your Loyalty Programme or Rewards; (c) your Merchant Content; (d) your violation of any law or third-party rights; or (e) any dispute between you and a Customer.

11. Warranties and Disclaimers

11.1 Our Warranties

We warrant that: (a) we have the right to provide the Services; (b) the Services will perform substantially as described; and (c) we will provide the Services with reasonable care and skill.

11.2 Disclaimers

Except as expressly stated, the Services are provided "as is" and "as available". We disclaim all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or secure.

11.3 Your Warranties

You warrant that: (a) you have the authority to enter into these Terms; (b) your Merchant Content does not infringe any third-party rights; (c) your Loyalty Programme complies with applicable laws; and (d) all information you provide is accurate and complete.

12. Modifications to Terms and Services

12.1 Changes to Terms

We may modify these Terms at any time. We will provide at least 30 days' notice of material changes by email or through the Platform. Continued use after the effective date constitutes acceptance. If you do not agree to the changes, you may terminate your Subscription before the effective date.

12.2 Changes to Services

We may modify, update, or discontinue features of the Services at any time. We will provide reasonable notice of material changes that adversely affect your use of the Services. We are not liable for any modification, suspension, or discontinuation of the Services.

13. Dispute Resolution

13.1 Informal Resolution

Before initiating formal proceedings, you agree to contact us at support@lokaly.co.uk to attempt to resolve any dispute informally. We will endeavour to respond within 14 days.

13.2 Escalation

If informal resolution is unsuccessful within 30 days, either party may escalate the matter to senior management. A meeting or call between senior representatives shall take place within 14 days of escalation.

13.3 Mediation

If the dispute remains unresolved after 60 days, either party may propose mediation through the Centre for Effective Dispute Resolution (CEDR) or another agreed mediation provider. Costs shall be shared equally.

13.4 Litigation

If mediation is unsuccessful or declined, either party may commence legal proceedings in the courts of England and Wales.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing obligations due to circumstances beyond reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of government, pandemic, power failures, telecommunications failures, or third-party service provider failures. The affected party must notify the other promptly and use reasonable efforts to mitigate the impact.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy, Data Processing Agreement, and any other documents incorporated by reference, constitute the entire agreement between us regarding the Services and supersede all prior agreements and understandings.

15.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.3 Waiver

No failure or delay by either party in exercising any right shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

15.4 Assignment

You may not assign or transfer these Terms or your rights without our prior written consent. We may assign these Terms to any affiliate or successor in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this section shall be void.

15.5 Third-Party Rights

These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.

15.6 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales. Subject to the dispute resolution provisions above, the courts of England and Wales shall have exclusive jurisdiction over any disputes.

15.7 Notices

Notices to Lokaly should be sent to: Eelavan Ltd (trading as Lokaly), 86-90 Paul Street, London, EC2A 4NE, or by email to legal@lokaly.co.uk. Notices to you will be sent to the email address associated with your Account. Notices are deemed received: (a) if by email, on the day sent (if a business day) or the next business day; (b) if by post, 3 business days after posting.

16. Contact Information

If you have any questions about these Terms, please contact us:

Eelavan Ltd (trading as Lokaly)
86-90 Paul Street
London, EC2A 4NE
United Kingdom

Email: support@lokaly.co.uk
Website: lokaly.co.uk