LoyaltyLion's terms of service: Version 1
This document sets out the terms and conditions (“Terms”) between the Client, whose details are set out on the Service Purchase Letter (“Client/you”) and LoyaltyLion. These Terms and the Privacy Policy govern your Use of the LoyaltyLion system and Services.
By using the LoyaltyLion Service or signing an Service Purchase Letter, you agree to and accept the Terms of Service and the Service Purchase Letter.
Please read the Terms of Service carefully and make sure you understand and agree to them before using the LoyaltyLion Service. If you have any questions relating to the Terms of Service please contact LoyaltyLion at info@loyaltylion.com
If you do not agree to these terms of service, then do not use the LoyaltyLion service.
1. Information About LoyaltyLion:
1.1 The LoyaltyLion Service is provided by LoyaltyLion Ltd (“LoyaltyLion”), a company incorporated and registered in England and Wales under company number 08264116 whose registered office is at 26 Hatton Garden, London, EC1N 8BR. LoyaltyLion’s VAT number is 210 0111 10.
2. Definitions and Interpretation:
2.1 In these Terms and Conditions, defined terms shall have the meanings set out below:
2.2 “Account” means the Client’s account on the LoyaltyLion Service;
2.3 “Agreement” means the agreement between the Client and LoyaltyLion comprising the Service Purchase Letter and the Terms of Service for the provision of the LoyaltyLion Service
2.4 “Billing Period” means the period set out in the Service Purchase Letter;
2.5 “Client” means the person identified in the Service Purchase Letter;
2.6 “Client Data” means the content and data transferred to any LoyaltyLion equipment as a result of the Code or the API;
2.7 “Client’s Service” means the web or app based service operated by the Client;
2.8 “Code” means the HTML or JavaScript or other source code provided by LoyaltyLion to the Client for incorporation into the Client’s web pages or mobile applications;
2.9 “Service Purchase Letter Date” means the date from which the Client will receive the LoyaltyLion Service, and if applicable the Integration Services, as set out in the Service Purchase Letter
2.10 “Confidential Information” means information which is identified as confidential or proprietary by either party or by the nature of which is clearly confidential or proprietary;
2.11 “Extended Term” means the period of time set out in the Service Purchase Letter that the Agreement will automatically extend for following the end of the Initial Term or any Extended Term;
2.12 “Fees” means the amounts set out in the Service Purchase Letter
2.13 “Initial Term” means the initial term of the Agreement as set out in the Service Purchase Letter;
2.14 “Licence Fee” means the licence fee, as set out in the Service Purchase Letter, payable by the Client;
2.15 “LoyaltyLion Service” means the Code, the API, the Mass Messaging and Automated Messaging services, and any analytics, marketing analytics and metrics software product LoyaltyLion makes available as a service through the Website;
2.16 “Purchase Service Letter” means the Service Purchase Letter signed (whether electronically or otherwise) which amongst other things, identifies the Client and sets out the Fees, if applicable;
2.17 “Terms of Service” means these terms and conditions of service as amended from time to time;
2.18 “Term” means the period of time made up of the Trial Period (if any) and the Initial Term plus any Extended Term;
2.19 “Third Party Sites” has the meaning ascribed to it in clause 3.3
2.10 “Trial” means a trial of the LoyaltyLion Service for the Trial Period;
2.11 “Trial Period” means the period specified in the Service Purchase Letter or in writing elsewhere;
2.22 “User” means any person authorised by the Client to access the LoyaltyLion Service on behalf of the Client;
2.23 “Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; and
2.24 “Website” means www.loyaltylion.com.
3. Supply of the Services
3.1 LoyaltyLion shall provide the Services to the Client for the term set out in their Service Purchase Letter in accordance with these Terms and the Privacy Policy.
3.2 The Agreement shall start on the earlier of either the date which the Client creates an account with LoyaltyLion or the Service Purchase Letter Date in the Service Purchase Letter and continue for the Term.
3.3 The LoyaltyLion Service may contain links to, or call the servers of, third party websites or services that are not under LoyaltyLion’s control, solely at the direction of and/or as a convenience to the Client (“Third Party Sites”). As such, LoyaltyLion is not responsible for, and makes no express or implied warranties with regard to, the information, content or other material, products or services that are contained on or are accessible through, or the policies regarding use and privacy of, Third Party Sites. Access to and use of Third Party Sites, including the information, content, material, products, and services on such websites or available through such websites, is solely at the Client’s risk. If the Client accesses any Third Party Sites, the Client does so at its own risk.
3.4 You give LoyaltyLion the right to contact your customers, for example to inform them that they are only 100 points away from a reward.
4. Duration:
4.1 The Initial Term of the Agreement shall automatically extend for the Extended Term at the end of the Initial Term and at the end of each Extended Term, unless either party gives written notice to the other, no later than 30 days before the end of the Initial Term or the relevant Extended Term, to terminate the Agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.
5. Trial:
5.1 LoyaltyLion offers a free Trial of the LoyaltyLion Service prior to the loyalty program launching. The Trial Period is at the discretion of LoyaltyLion. During the trial period LoyaltyLion my terminate access with 24 hour’s notice.
6. Charges, Invoicing and Payment:
6.1 The Client will pay the Fees as set out in, and in accordance with, the Service Purchase Letter.
6.2 If LoyaltyLion has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies available to LoyaltyLion:
6.3 LoyaltyLion may, without liability to the Client, suspend or temporarily disable all or part of its access to the LoyaltyLion Service and LoyaltyLion shall be under no obligation to provide any access to the LoyaltyLion Service, while the invoice(s) concerned remain unpaid;
6.3.1 interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank PLC at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment; and
6.3.2 the Client shall reimburse LoyaltyLion for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by LoyaltyLion in collecting any overdue amounts.
7. Member account and password security
7.1 The Client is responsible for maintaining the confidentiality of login details for its Account and any activities that occur under its Account including the activities of Users. Whenever applicable, LoyaltyLion encourages the Client to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with its Account. If the Client has any concerns about the login details for its Account or thinks they have been misused, please contact LoyaltyLion at info@loyaltylion.com. The Client must immediately notify LoyaltyLion if the Client becomes aware that the login details of any User is lost, stolen or otherwise compromised.
8. Publicity, Case Studies & Feedback
8.1 LoyaltyLion may use the Client’s name, logo and related trademarks, and any email marketing templates that are used in emails sent through the LoyaltyLion Service, in any of LoyaltyLion’s publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Client uses the LoyaltyLion Service and alongside any testimonials that the Client has agreed to give. The Client grants LoyaltyLion such rights as are necessary to use such name, logo, related trademarks, email templates and testimonial for the purpose of this clause 8.1.
8.2 The Client acknowledges that LoyaltyLion may prepare written overviews of the impact of the LoyaltyLion Service on the Client’s business (“Case Studies”). The Client agrees that LoyaltyLion may publish such Case Studies with the Client’s consent (such consent not to be unreasonably refused) as part of its marketing materials. The Client may request reasonable amendments to Case Studies. Any consent to be given to Case Studies or requests for amendments to Case Studies prepared by LoyaltyLion shall not be unreasonably delayed by the Client.
8.3 LoyaltyLion and the Client agree that the Case Studies may consist of (but not limited to) information identifying the Client, the dates and timeframes for the provision of the LoyaltyLion Service, the dates and timeframes for the achievement of relevant outcomes using the LoyaltyLion Service, the description of the outcomes achieved using the LoyaltyLion Service and metrics relating to those outcomes such as (but not limited to) increase in customer engagement, average order value, purchase frequency, program enrolment, reward usage, email click through rate or any other metric relevant to the achieved outcomes using the LoyaltyLion Service.
8.4 No information which in the Client’s reasonable opinion is commercially sensitive to its business shall be included in published Case Studies. The Client agrees to provide a reasonable level of assistance to LoyaltyLion in preparation of Case Studies, if requested to do so by LoyaltyLion.
9. Maintenance and Service Levels
9.1 LoyaltyLion does not warrant that the Services will be uninterrupted, error, bug or virus free or that the delivery of emails will be without delay.
9.2 Where a Client has paid for access to the LoyaltyLion Service, LoyaltyLion will use commercially reasonable endeavours to make the LoyaltyLion Service available with an uptime rate of 99%.
9.2.1 In calculating the ‘down’ period, the time that the LoyaltyLion Service is unavailable due to maintenance and upgrades will not be part of the calculation.
9.3 We reserve the right to make the service unavailable at any time for the purposes of maintenance and upgrades but, except in the case of emergency, we will give you reasonable notice of any maintenance or upgrades that we will be undertaking and as far as reasonably practicable.
9.4 The Client acknowledges that the LoyaltyLion Service requires access to Client Data and any other data sources, whether controlled by the Client or a third party, that the Client may elect to use with the LoyaltyLion Service. The Client agrees that LoyaltyLion is not responsible for the non-availability of or interruption to the LoyaltyLion Service caused by any non-availability of any such data source.
10. Data Protection
10.1 LoyaltyLion does not claim ownership in the Client Data.
10.2 If LoyaltyLion Processes any Personal Data as a result of hosting the Client Data or as a result of the Client’s use of the LoyaltyLion Service, the Client agrees that LoyaltyLion does so as a Data Processor and that the Client is the Data Controller in relation to such Personal Data.
10.3 LoyaltyLion and the Client agree that, in relation to such Personal Data:
10.3.1 LoyaltyLion will Process the Personal Data only in accordance with the terms of the Agreement, any lawful written instructions reasonably given to LoyaltyLion by the Client from time to time, and all applicable laws relating to data protection; and
10.3.2 LoyaltyLion will have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.
10.4 The Client agrees that LoyaltyLion may transfer Personal Data to third party sub-processors, including third parties providing hosting, infrastructure, maintenance and other services to LoyaltyLion as required in order to provide the LoyaltyLion Service, that are based outside the EEA, in which event LoyaltyLion will use reasonable endeavours to:
10.4.1 enter into a contract with the third party which includes terms which are substantially similar as those set out in this clause 10; and
10.4.2 ensure that any such transfer is based on Standard Contractual Clauses (Commission Decision C(2010)593) or (where relevant) the U.S. – EU Privacy Shield or another legally recognized transfer method if the Client is based in the EEA and third party service provider is based outside the EEA.
10.5 The Client warrants to LoyaltyLion that it will collect and Process the Personal Data in compliance with all applicable data protection laws, enactments, orders, standards and other similar instruments, and that it has obtained all necessary permissions from the Data Subjects to whom the Personal Data relates to allow LoyaltyLion to lawfully store, transfer and Process the Personal Data in the course of providing the LoyaltyLion Service.
10.6 The Client agrees to indemnify and keep indemnified and defend at its own expense LoyaltyLion against all costs, claims, damages and expenses incurred by LoyaltyLion or for which LoyaltyLion may become liable due to any failure by the Client or the Users to comply with clause 10.5.
10.7 The Client acknowledges that LoyaltyLion is reliant on the Client for direction as to the extent to which LoyaltyLion is entitled to use and Process the Personal Data. Consequently, LoyaltyLion will not be liable for any claim brought by a Data Subject arising from any action or omission by LoyaltyLion to the extent that such act or omission resulted from the Client’s instructions or Client’s use of the LoyaltyLion Service.
10.8 For the purposes of this clause 10, the terms “Personal Data”, “Data Processor”, “Data Controller”, “Data Subjects”, “Processing” and “Process” shall have the same meaning as set out in the Data Protection Act 1998.
11. Important Note on Intellectual Property Rights
11.1 LoyaltyLion is the owner of or the licensee of all intellectual property rights in the LoyaltyLion Service. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved.
11.2 The Client will not, when using the LoyaltyLion Service:
11.2.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the LoyaltyLion Service in any form or media or by any means;
11.2.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the LoyaltyLion Service;
11.2.3 access all or any part of the LoyaltyLion Service in order to build a product or service which competes with the LoyaltyLion Service or use or attempt to use the LoyaltyLion Service to directly compete with LoyaltyLion; or
11.2.4 erase or remove any proprietary or intellectual property notice contained in the LoyaltyLion Service.
11.3 The Client grants LoyaltyLion a licence to access, download and use the Client Data for the purpose of analysing the Client Data in accordance with the LoyaltyLion Service functionality, displaying the results of such analysis to Users, developing, testing, improving and altering the functionality of the LoyaltyLion Service and producing anonymised or anonymised and aggregated statistical reports and research. Otherwise, LoyaltyLion claims no rights in the Client Data. The Client represents and warrants to LoyaltyLion that none of the Client Data violates the Agreement and that the Client has the necessary right, title, interest and consent necessary to allow LoyaltyLion to use the Client Data in accordance with this Agreement. The Client shall maintain a backup of Client Data and LoyaltyLion shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Client Data.
12. Confidentiality
12.1 Subject to clause 12.2, neither party shall disclose at any time during the Term or for a period of two (2) years after Termination, to any third party any information relating to the other party including information relating to: (a) Intellectual Property, software, the Software, materials, Materials, products, systems, operations, processes, plans or intentions, product information, know-how and market opportunities; and (b) business, identity and affairs and the business, identity and affairs of its directors, officers, employees, customers and potential customers or personal data relating to customers, suppliers, agents, or subcontractors and the like, which comes into the possession of the other party as a result of or in connection with the performance of these Terms.
12.2 The provisions of clause 12.1 shall not apply to any information which: (a) is in or enters the public domain other than by a breach of clause 12.1; or (b) is in the possession of the receiving party without restriction in relation to disclosure before the date of its receipt in connection with these Terms; or (c) is obtained from a third party who is lawfully authorised to disclose such information and is provided to the receiving party without any obligation of confidentiality; or (d) is authorised in advance for release by the disclosing party.
13. Termination and suspension
13.1 If the Client fails to pay any sum due to LoyaltyLion and such sum remains outstanding for a further fourteen (14) days following notice requiring such sum to be paid, LoyaltyLion may terminate the Agreement immediately by notice and without any liability for LoyaltyLion to the Client.
13.2 LoyaltyLion may terminate the Agreement with 30 days’ notice in writing.
13.3 LoyaltyLion may terminate the Agreement by notice with immediate effect, or such notice as LoyaltyLion may elect to give, if the Client:
13.3.1 is in breach of applicable law;
13.3.2 infringes LoyaltyLion’s intellectual property rights in the LoyaltyLion Service; or
13.3.3 breaches the Acceptable Use Policy
13.4 Without prejudice to any other rights and remedies available to LoyaltyLion, LoyaltyLion may immediately suspend the Client’s Account in whole or in part, and any User accounts, without prior written notice if the Client is in material or persistent breach of any terms of the Agreement, or if, in LoyaltyLion’s reasonable determination, the Client is suspected of being in material breach of any terms of the Agreement.
13.5 Either party may terminate the Agreement immediately at any time on written notice to the other if the other:
13.5.1 is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within (i) 30 days, where the breaching party is LoyaltyLion, or (ii) five (5) business days (meaning a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business) where the breaching party is the Client, after receiving written notice requiring it to remedy that breach; or
13.5.2 is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
13.6 On termination of the Agreement for any reason all licences granted under the Agreement shall immediately terminate and the Client’s right to access and use the LoyaltyLion Service will end.
13.7 LoyaltyLion shall use reasonable endeavours to permit the Client to download any Client Data from the LoyaltyLion Service for a period of 15 days after the expiry or termination (howsoever caused) of the Agreement. Notwithstanding the foregoing, LoyaltyLion may delete any Client Data at any time on or after the effective date of termination or expiry of the Agreement. LoyaltyLion may retain Client Data upon expiration or termination of the Agreement to comply with applicable law or as LoyaltyLion may deem necessary to prosecute or defend any legal claim (in which case LoyaltyLion may retain Client Data for a reasonable period of time pending resolution of such obligation or issue).
13.8 The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
14. LoyaltyLion’s Liability
14.1 You expressly understand and agree that LoyaltyLion shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, resulting from: (i) the use or the inability to use the Service, including but not limited to how you reward customer activity (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the Service.
14.2 LoyaltyLion’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall in all circumstances be limited to the Fees paid by the Client in the 6 months prior to the event giving rise to the claim or, in the case of an event in the Trial Period giving rise to a claim, £1.
15. Force Majeure
15.2 We reserve the right to defer the delivery of any of the Services if we are prevented from or delayed in the provision of the Services due to circumstances beyond our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 28 days you will be entitled to give notice in writing to us to terminate this Agreement.
16. LoyaltyLion’s Right to vary the Terms of Service
16.1 LoyaltyLion has the right to revise and amend the Terms of Service from time to time to reflect changes in market conditions affecting LoyaltyLion’s business.
16.2 The Client will be subject to the Terms of Service in force at the time that it makes use of the LoyaltyLion Service, or if LoyaltyLion notifies the Client of changes to the Terms of Service and it continues to use the LoyaltyLion Service the Client will be subject to those changes.
16.3 LoyaltyLion will use reasonable endeavours to notify the Client of any material changes to the Terms of Service by e-mail or by the placement of a notice on the LoyaltyLion Service.
17. Law and Jurisdiction
17.1 The Agreement shall be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English courts.
18. Entire Agreement
18.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.
Last updated: 05/02/2018