Nutzungsbedingungen

These Terms of Service (the "Terms") are a contract between you and Oleksii Andriiuk, the provider of Loyalius (details in the box above). They govern your use of the Loyalius website, apps and services. They include our refund policy (section 9) and our data processing terms (Annex A). Please read them carefully: by using Loyalius you agree to them.

1. Definitions

• "Loyalius", "we", "us" and "our" mean Oleksii Andriiuk, the business that provides the Service (details above).
• "You" or the "Merchant" means the business that creates an Account or uses the Service, including anyone who acts on its behalf.
• "Service" means the Loyalius loyalty platform: the merchant dashboard (app.loyalius.com), digital loyalty cards, the join and web card pages, the scanner, messaging, automations, integrations, APIs and any related features and support.
• "Account" means your merchant account in the Service.
• "Users" means your owners, staff and other people you allow to access your Account.
• "Cardholders" means your customers who join your loyalty programme and hold a Card.
• "Card" means a digital loyalty card issued through the Service, in Apple Wallet, Google Wallet or as a web card.
• "Merchant Content" means everything you or your Users put into the Service: your name, logos, images, texts, card designs, programme rules, rewards and messages.
• "Cardholder Data" means the personal data of Cardholders processed in the Service.
• "Plan" means the subscription plan you choose, as described on our pricing page.
• "Subscription Period" means the monthly or yearly period your Plan is paid for.
• "Third-Party Services" means services we do not operate, including Apple Wallet, Google Wallet, point-of-sale (till) systems, payment providers, email delivery providers and hosting providers.

2. Accepting these Terms

2.1. You accept these Terms when you do any of the following, whichever comes first: create an Account, tick the box agreeing to these Terms, pay for a Plan, or use the Service. If you do not agree, do not use the Service.

2.2. The Service is for businesses only. You confirm that you use the Service for your trade, business or profession and not as a consumer. Consumer protection rules that apply only to consumers do not apply to these Terms. That includes the 14-day right to withdraw from distance contracts.

2.3. The person accepting these Terms confirms that they are at least 18 years old and authorised to bind the business they act for.

2.4. You must give accurate and complete information when you register, and keep it up to date. That includes your business name, contact details and billing details. We may rely on it without checking it. You are responsible for any consequences of inaccurate information.

3. The Service

3.1. We provide the Service as described on our website and in the dashboard at the time you use it. The features included depend on your Plan.

3.2. We continuously develop the Service. We may add, change or remove features, design and integrations at any time. If a change materially reduces the core features of a Plan you have already paid for, we will tell you in advance. You may then cancel and receive a refund under section 9.3.

3.3. Features marked as "beta", "preview" or similar are provided for testing. They may be changed or withdrawn at any time and are excluded from any commitment in these Terms.

3.4. We may use subcontractors and service providers to provide the Service. We remain responsible for them as these Terms set out.

4. Your Account and Users

4.1. Keep login details confidential and give each User their own login. Do not share accounts.

4.2. You are responsible for everything done through your Account and by your Users, whether or not you authorised it. Make sure your Users follow these Terms.

4.3. Tell us without delay at [email protected] if you suspect unauthorised access to your Account. We are not liable for loss caused by shared, lost or stolen login details.

5. Free trial

5.1. New merchants may try the Service free for 14 days, with no payment card required, unless we offer a different trial at sign-up.

5.2. At the end of the trial you need to choose a paid Plan to keep using the Service. If you do not, we may limit or suspend your Account. We may delete it and its data 30 days after the trial ends.

5.3. One trial per business. We may refuse, shorten or end a trial if we suspect abuse, for example repeated sign-ups for the same business.

5.4. During the trial the Service is provided "as is", with no commitment of any kind.

6. Plans, prices and payment

6.1. Prices. Prices are shown on our pricing page and in the dashboard. They are charged per location and per Subscription Period, monthly or yearly. The price that applies is the one shown when you subscribe or renew. Prices are in euros and exclude VAT unless stated otherwise.

6.2. Payment in advance. Fees are paid in advance for each Subscription Period. Payments are processed by our payment provider, whose terms also apply to the payment. We do not store your full card details.

6.3. Automatic renewal. Your subscription renews automatically for the same Subscription Period, at the price then in force, until you cancel. By subscribing, you authorise us and our payment provider to charge your payment method at the start of each Subscription Period until you cancel.

6.4. Changes to your Plan. If you add locations or move to a higher Plan, the change applies at once and is billed as the dashboard shows at the time. If you remove locations or move to a lower Plan, the change applies from your next Subscription Period. We do not refund the difference for the current period.

6.5. Taxes. You are responsible for any taxes that apply to your purchase, apart from taxes on our income. Where VAT applies, it is added as the law requires. For business customers in other EU member states, the reverse charge may apply. In that case you must give us a valid VAT number.

6.6. Invoices. Invoices and receipts are issued electronically and sent to your Account email or made available in the dashboard. You agree to receive them electronically.

6.7. Late or failed payment. If a payment fails or is not made on time, we may:

• suspend the Service 7 days after the due date until all overdue amounts are paid;
• charge late-payment interest as allowed by Slovak law;
• end the contract and delete your Account as section 17 describes, if any amount is more than 30 days overdue.

Suspension does not stop fees from being due.

6.8. Price changes. We may change our prices. For an existing subscription, we will tell you by email at least 30 days before a higher price applies. The new price applies from your next Subscription Period after the notice period ends. If you do not accept it, cancel before that period starts. Price reductions may apply immediately.

6.9. Chargebacks. If you think a charge is wrong, contact us first at [email protected]. An unjustified chargeback or payment reversal is a breach of these Terms. We may then suspend the Service and recover the amount and any fees we are charged for the chargeback.

6.10. Our records. The number of locations, Users, Cards and other usage that affects billing is determined by the Service's records, unless you show they are wrong.

7. Your loyalty programme and your obligations

7.1. Your programme is yours. You decide and run your loyalty programme. That includes its rules, points, stamps, cashback, rewards, discounts, expiry, campaigns and the terms you offer Cardholders. You alone are responsible for:

• honouring rewards, points and promises made to Cardholders;
• the accuracy and legality of your programme and your Merchant Content;
• the tax, accounting, consumer-law and gift or prepaid-value rules that apply to your programme in your country.

We are not a party to the relationship between you and your Cardholders. We are not responsible for disputes between you and them.

7.2. Messages to Cardholders. You are responsible for every message, notification and campaign you send through the Service, its content and its timing. You must have a valid legal basis or consent for marketing messages, as the law requires. You must also honour opt-outs. The Service helps you record consent, but you remain responsible for using it correctly.

7.3. Merchant Content. You confirm that you own or have the right to use all Merchant Content. That includes logos, trademarks and images. You also confirm that it does not break any law or anyone else's rights.

7.4. Your equipment. You are responsible for your own devices, internet connection, till and other systems, and for using the Service as its documentation describes.

8. Acceptable use

You must not, and must not let anyone else:

1. use the Service for anything unlawful, fraudulent or misleading, or to promote illegal goods or services;
2. use the Service for gambling, adult content, weapons, drugs or other activities that Apple's or Google's wallet rules prohibit;
3. create Cards or content that imitate another brand or business, infringe intellectual property, or are offensive, hateful, discriminatory or threatening;
4. send spam or messages without the consent or legal basis the law requires;
5. collect special categories of personal data through the Service. That includes health, religion and biometric data. You must also not knowingly enrol children under 16 without the consent the law requires;
6. copy, modify, decompile, reverse engineer or try to obtain the source code of the Service, except where the law expressly allows it;
7. bypass security, rate limits or plan limits, probe or test the Service for vulnerabilities, or overload it;
8. access or collect data about other merchants or their Cardholders, or scrape the Service;
9. resell, sublicense, rent or provide the Service to third parties, or use it to build a competing product;
10. upload malware or harmful code;
11. use the Service in breach of sanctions. That covers use by or for the benefit of a person or entity subject to EU, UN, US or UK sanctions, use in or for a territory subject to such sanctions, and use in the temporarily occupied territories of Ukraine.

9. Cancellation and refund policy

9.1. Cancel at any time. You can cancel your subscription at any time in the dashboard or by emailing [email protected]. Cancellation stops the next renewal. You keep access until the end of the Subscription Period you have already paid for.

9.2. No refunds as a rule. Fees are non-refundable. We do not give refunds or credits for:

• part of a Subscription Period, including unused months of a yearly Plan;
• unused locations, features or Cards;
• downgrades;
• periods during which your Account was suspended because of your breach.

9.3. When we do refund. We refund money in the following cases only:

• Charged in error: a duplicate charge, a technical payment error, or a charge after you cancelled in time. We refund the wrong amount in full.
• We end the contract without your fault (section 17.3), or a material reduction of features under section 3.2: we refund the prepaid fees for the unused part of the Subscription Period, pro rata.
• You reject changed Terms under section 22.3, or the contract ends because of force majeure under section 21: pro-rata refund of the unused prepaid period.
• Where mandatory law requires a refund.

9.4. How to ask. Email [email protected] within 30 days of the charge. Give your Account email, the date and amount, and the reason. We review requests within 10 business days. Approved refunds go to the original payment method. How long the money takes to arrive depends on your bank or payment provider, and we are not responsible for their delays. If you paid through a third party, such as an app store or reseller, their refund rules apply.

10. Third-party services, Apple Wallet and Google Wallet

10.1. Parts of the Service depend on Third-Party Services. Examples are adding Cards to Apple Wallet or Google Wallet, sending wallet updates and notifications, connecting your till, delivering email and processing payments. These services are run by other companies under their own terms and policies, and we do not control them. You must follow the terms that apply to you. That includes Apple's and Google's rules for wallet passes and the terms of your till provider.

10.2. Cards are issued under our Apple and Google developer and issuer accounts. If your use of the Service, a Card or your Merchant Content puts those accounts or their certificates at risk, we may act at once without liability. We may edit, suspend or remove the Card, campaign or content concerned, or suspend your Account. That applies, for example, if they breach Apple's or Google's rules or receive complaints.

10.3. We are not liable for the availability, performance, changes, delays, rejections or decisions of Third-Party Services. That includes delayed or undelivered wallet updates, notifications and emails. If a Third-Party Service changes its terms, prices or technical interface, or stops offering access on reasonable conditions, we may change, suspend or end the affected feature. In that case you are not entitled to compensation. If this materially reduces the core features of your Plan, section 9.3 applies.

10.4. If you connect a Third-Party Service to your Account, you authorise us to exchange the data needed with it. That provider's handling of the data is governed by your agreement with it, and we are not responsible for it.

10.5. Once a Cardholder adds a Card to Apple Wallet or Google Wallet, Apple or Google stores and processes it under its own terms. We cannot always remove a Card from a Cardholder's device. After your Account ends, Cards may stop updating or be shown as expired.

11. Your data

11.1. You keep all rights in your Merchant Content and Cardholder Data. You give us a non-exclusive, worldwide, royalty-free licence to host, copy, process, adapt (for example resize a logo) and display them, only to provide and support the Service for you and as these Terms allow.

11.2. You can export your Cardholder list and programme data from the dashboard (for example as CSV) at any time while your Account is active.

11.3. We back up the Service as part of normal operations, but backups are not a data archive service for you. Keep your own copies of data that matters to you, using the export. We are not liable for loss of data you could have exported, except as section 19 provides.

11.4. We may collect usage and performance data about the Service and use it to operate, secure and improve the Service. We may also use aggregated or anonymised statistics that do not identify you, your Users or Cardholders, including after the contract ends.

11.5. If you send us ideas, suggestions or feedback, we may use them freely, with no obligation to you.

12. Data protection

12.1. Cardholder Data: you are the controller. For Cardholder Data you are the controller and we are your processor. We process it only to provide the Service, on your instructions, under the data processing terms in Annex A. Annex A is part of these Terms and is the data processing agreement required by Article 28 GDPR.

12.2. Your duties as controller. As controller you must:

• have a lawful basis for the processing, and any consents the law requires;
• give Cardholders a privacy notice that explains your processing;
• respond to Cardholders' requests to exercise their rights.

The Service shows Cardholders our Privacy Policy, which describes how the platform works. It does not replace your own notice.

12.3. Account data: we are the controller. For data about you and your Users that we need to run our business, we are the controller. Examples are account, billing, support and security data. We process it as our Privacy Policy describes.

13. Availability, maintenance and support

13.1. We use reasonable efforts to keep the Service available and working. We do not guarantee that it will be uninterrupted, error-free or available at any particular time. No service credits apply unless we agree them in writing.

13.2. We may restrict access for maintenance, updates, security fixes or emergencies. We try to do planned maintenance outside busy hours and to announce longer planned interruptions in advance. Planned maintenance and interruptions caused by events in section 21 or by Third-Party Services are not a breach of these Terms. Neither is an error we fix within a reasonable time.

13.3. We provide support by email and chat on business days, during working hours in Central European Time. We aim to answer promptly, but response times are not guaranteed unless your Plan states otherwise.

14. Our intellectual property

14.1. The Service belongs to us or our licensors. That includes its software, design, texts, card templates, mascot, trademarks and documentation. Nothing in these Terms transfers ownership to you. Card designs and setups we create with you do not transfer either, except for your own Merchant Content.

14.2. While your subscription is active, we give you a limited, non-exclusive, non-transferable, revocable right to use the Service for your own business, within your Plan and these Terms.

14.3. Publicity. We may name your business and show your logo as a Loyalius customer on our website and in marketing materials. If you do not want this, email [email protected]. We will remove existing mentions within 30 days.

15. Confidentiality

15.1. Each party keeps the other's non-public business and technical information confidential and uses it only for these Terms. This does not cover information that is public, was already known, or was obtained lawfully from someone else. Either party may disclose information when the law or an authority requires it, and to professional advisers bound by confidentiality.

15.2. This obligation continues for 3 years after the contract ends.

16. Suspension

16.1. We may suspend all or part of the Service, or remove content, at once and without liability. We will give notice where reasonably possible. We may do so if:

• a payment is more than 7 days overdue;
• you or your Users breach section 8 or another important term;
• your use creates a security risk or puts the Service, other merchants or our Third-Party Service accounts at risk (section 10.2);
• the law, a court, an authority or a Third-Party Service requires it;
• we reasonably suspect fraud, illegal activity or a sanctions breach.

16.2. We restore access once the reason is resolved. Fees remain due during a suspension.

17. Term and termination

17.1. The contract starts when you accept these Terms and lasts until you or we end it.

17.2. You may end it at any time by cancelling (section 9.1). It then ends at the end of your paid Subscription Period.

17.3. We may end it for any reason with at least 30 days' notice by email. We then refund prepaid fees for the unused period (section 9.3).

17.4. We may end it at once, by notice, if:

• you materially breach these Terms and do not fix the breach within 14 days of our notice;
• you breach section 8 seriously or repeatedly;
• any amount is more than 30 days overdue;
• you become insolvent, enter liquidation or stop trading;
• section 16.1 applies and cannot be resolved.

In these cases no refund is due.

17.5. What happens when the contract ends:

• Your access to the dashboard stops.
• Cards stop updating. They may be shown as expired or removed from wallets where technically possible.
• You may ask us to export your data within 30 days after the end. After that, we delete your Account, Merchant Content and Cardholder Data within 90 days. Copies in backups are overwritten in our normal backup cycle. We keep only what the law requires us to keep, for example invoices and accounting records, and what we need to establish or defend legal claims.
• Deleted data cannot be restored.

17.6. Sections 6 (for amounts due), 9, 11.3–11.5, 14, 15, 17.5, 18, 19, 20, 24 and 25 continue after the contract ends.

18. Disclaimer

18.1. Apart from what these Terms expressly state, the Service is provided "as is" and "as available". As far as the law allows, we give no warranties or promises, express or implied. That includes merchantability, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation.

18.2. We do not promise any business result. That includes more repeat visits, revenue or campaign results. Figures shown in the Service are estimates based on the data available to it. You are responsible for deciding whether the Service suits your business and whether your programme complies with local law.

19. Limitation of liability

19.1. As far as the applicable law allows, we are not liable for:

• lost profits, revenue, sales, business, goodwill or expected savings;
• business interruption;
• loss or corruption of data, apart from the reasonable cost of restoring it from our most recent backup;
• indirect, consequential, special or punitive loss;
• claims of Cardholders or other third parties arising from your loyalty programme, your Merchant Content or your messages.

This applies however the loss arises and even if we were told it was possible.

19.2. Our total liability for all claims under or in connection with these Terms and the Service is limited, as far as the law allows. It is the total fees you actually paid us in the 3 months before the event that gave rise to the claim. If you paid nothing in that time, for example during a free trial, it is EUR 100.

19.3. We are not liable for loss caused by:

• you, your Users, your equipment or your instructions;
• Third-Party Services;
• changes made by anyone other than us;
• events in section 21.

19.4. Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law. That includes liability for harm caused intentionally or by gross negligence.

20. Your indemnity

You will indemnify us and hold us harmless against all third-party claims, losses, damages, fines, penalties and reasonable costs, including legal fees, that arise from:

• your loyalty programme, your Merchant Content or messages sent from your Account;
• your breach of these Terms or of the law, including data protection and marketing law;
• any claim by a Cardholder, an authority, Apple, Google or a rights holder relating to your use of the Service.

We will tell you about such a claim promptly and let you take part in defending it.

21. Force majeure

21.1. Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control. Examples are:

• war, hostilities, air-raid alerts, terrorism, civil unrest or sabotage;
• fire, flood, earthquake, epidemics and other natural events;
• power cuts, scheduled blackouts and failures of the internet or telecommunications networks;
• cyber-attacks;
• outages or decisions of Third-Party Services and hosting providers;
• strikes;
• acts or orders of authorities, sanctions and changes in the law.

Payment obligations for periods in which the Service was available are not excused.

21.2. If such an event prevents performance for more than 60 consecutive days, either party may end the contract by notice. Neither party then owes compensation. We refund any prepaid fees for the unused period.

22. Changes to these Terms

22.1. We may update these Terms, for example when we change the Service or our prices, or when the law changes. The version and date at the top show the current version. We give earlier versions on request.

22.2. We tell you about material changes by email or in the dashboard at least 30 days before they take effect. Changes required by law or for security, and changes that are only to your benefit or are editorial, may take effect sooner, including immediately.

22.3. If you do not accept a change, cancel your subscription before it takes effect. You then receive a pro-rata refund of prepaid fees for the unused period (section 9.3). If you keep using the Service after a change takes effect, you accept it.

23. Notices and communication

23.1. We send notices to the email address of your Account, or show them in the dashboard. You send notices to [email protected]. Electronic notices satisfy any requirement for written form, as far as the law allows.

23.2. We may send you messages about the Service, such as security notices, billing information and changes. These are part of the Service, and you cannot opt out of them while you have an Account.

24. Governing law and disputes

24.1. These Terms and any dispute or claim arising from them are governed by the law of the Slovak Republic. Its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG) do not apply.

24.2. The parties first try to settle a dispute by negotiation. You start by writing to [email protected]. If the dispute is not settled within 30 days, it is decided by the competent court of the Slovak Republic for our place of business. We may also bring a claim before the competent courts of your seat.

25. General

25.1. Entire agreement. These Terms make up the entire agreement between you and us about the Service. They include Annex A, the Plan and prices you chose, and any written agreement that refers to these Terms. If a separate written agreement signed by both parties conflicts with these Terms, that agreement prevails.

25.2. Assignment. We may transfer the contract to a successor of our business, including a company we set up to run Loyalius, with notice to you. You may not transfer it without our written consent.

25.3. Severability. If any provision is found invalid or unenforceable, the rest stay in force. The invalid provision is replaced by a valid one that comes as close as possible to its purpose.

25.4. No waiver. If we do not enforce a right, or delay enforcing it, we have not waived that right.

25.5. No third-party rights. Cardholders and other third parties have no rights under these Terms.

25.6. Language. These Terms are written in English. If we provide a translation and it differs from the English version, the English version prevails.

Annex A. Data processing terms

This Annex is the agreement between you (controller) and us (processor) under Article 28 of the General Data Protection Regulation (EU) 2016/679 ("GDPR"). It covers Cardholder Data and other personal data we process on your behalf in the Service.

A1. Details of the processing.

• Subject matter and purpose: providing the Service. That covers issuing and updating Cards, recording visits, purchases and rewards, sending messages and notifications you set up, reports and support.
• Duration: for as long as the contract lasts, plus the deletion period in section 17.5.
• Data subjects: Cardholders and your Users.
• Types of personal data: depend on how you set up the Service. They include:
  • name, email address, phone number, date of birth and city;
  • card number and QR or barcode identifiers;
  • visits, purchases and transaction amounts, points, stamps, rewards and branch;
  • consent records, messages sent and their delivery status;
  • wallet device and push identifiers;
  • technical data such as IP address and browser.
• Special categories: none. You must not process them in the Service.

A2. Our obligations. We will:

1. process personal data only on your documented instructions. These Terms, your settings in the Service and your written requests are your complete instructions. We will tell you if we believe an instruction breaks the GDPR, unless the law forbids us to tell you;
2. make sure people authorised to process the data are bound by confidentiality;
3. take the technical and organisational measures Article 32 GDPR requires. They include encryption in transit, access control and least privilege, logging, regular backups and keeping our systems up to date;
4. help you, where possible and taking into account the nature of the processing, to respond to data subjects' requests. The tools in the dashboard are the main way we do this;
5. help you meet your obligations under Articles 32–36 GDPR (security, breach notification, impact assessments and consultation), taking into account the information available to us;
6. tell you without undue delay, and where possible within 48 hours, after we become aware of a personal data breach affecting your data. We will include the information Article 33(3) GDPR requires as it becomes available;
7. delete or return the data when the contract ends, as section 17.5 describes, unless the law requires us to keep it;
8. make available the information needed to show we comply with this Annex.

A3. Sub-processors. You give us general authorisation to use sub-processors. The current categories and providers are listed in our Privacy Policy. We will tell you about a new sub-processor at least 14 days in advance by updating that list and, for material changes, by email. If you have reasonable data protection grounds to object, tell us within that period. If we cannot address the objection, you may end the contract before the change, and section 9.3 applies. We give each sub-processor data protection obligations that are substantially the same as this Annex. We remain responsible for them.

A4. International transfers. If personal data is transferred outside the European Economic Area, we make sure the transfer is lawful. We rely on an adequacy decision, such as the EU-US Data Privacy Framework, or on the European Commission's Standard Contractual Clauses.

A5. Audits. We answer reasonable written questions about our compliance at most once a year, and in addition after a personal data breach. If those answers are not enough, you may run an audit at your own cost. It must be done by an independent auditor bound by confidentiality, with 30 days' notice and during business hours. It must not interfere with our operations or give access to other customers' data.

A6. Your obligations. You are responsible for making sure that:

• your instructions and your use of the Service comply with data protection law;
• you have a lawful basis and any consents needed;
• Cardholders receive the information Articles 13 and 14 GDPR require.

A7. Wallet providers. When a Cardholder adds a Card to Apple Wallet or Google Wallet, Apple or Google processes the Card data on the Cardholder's device and in its own services under its own terms. That processing is not ours on your behalf.

A8. Liability. Liability under this Annex is subject to section 19, as far as the GDPR allows.