LoyaltyDog Merchant Terms of Service

Version 12.4 | Effective 14 October 2026

These Terms govern your business’s use of LoyaltyDog, directly or through an Integration Partner. They include the Data Processing Agreement in Schedule 1 (the “DPA”).

1. About this agreement

1.1 LoyaltyDog Ltd is registered in Israel, company number 515589067, at 8 Habanim Street, Zichron Yaakov 3094007, Israel (“we”, “us”). Legal notices: [email protected]. Support: [email protected]. Privacy: [email protected].

1.2 “You” or “Merchant” means the business accepting these Terms. The person accepting must be authorised to bind it.

1.3 The Service is for business use. You confirm you are acting for your trade, business or profession, not as a consumer.

1.4 You accept these Terms by ticking to accept them during sign-up, when you connect the Service or in your account, or by signing them. When you accept, you also confirm that you have read our Privacy Policy.

1.5 The agreement consists of these Terms, Schedule 1 and Annexes A to C, your Plan and any signed agreement preserved under 13.4. The Privacy Policy describes our own processing; it is not part of the agreement and does not expand our rights under the DPA.

1.6 Mandatory law and applicable transfer instruments take priority. Otherwise, conflicting provisions apply in this order:

(a) a signed agreement, including a standalone data processing agreement, to the extent it expressly changes the relevant provision;

(b) Schedule 1, for personal data;

(c) your Plan, for features, Fees and billing; then

(d) the rest of these Terms.

2. Definitions

“Service” means the LoyaltyDog platform and features in your Plan, including loyalty programmes, wallet passes, messages, reporting and supported integrations.

“Plan” means your agreed features, Fees, billing period and subscription term, shown when you subscribe, in your account or on your invoice, directly or through a partner.

“Fees” means the charges for your Plan.

“Integration Partner” means a third party whose system connects to the Service or through which you subscribe or pay. A directory or plugin repository that neither bills you nor exchanges data with the Service is excluded.

“Your Customers” means people who join your loyalty programme, hold one of your passes or receive your messages.

“Merchant Data” means data supplied by you or a partner acting for you, or created for you by the Service, including programme rules, content and customer data.

“Merchant Personal Data” means personal data in Merchant Data that we process for you under Schedule 1.

“Public API” means optional programmatic access to the Service under section 14.

3. The Service

3.1 You, your staff and contractors may use the Service for your business and sites during your subscription.

3.2 We provide the Service with reasonable skill and care. Otherwise, as far as law allows, it is provided “as is” and “as available”, without other express, implied or statutory warranties or conditions, including quality, fitness for purpose or non-infringement. We do not guarantee uninterrupted or error-free operation, compatibility with every system or device, suitability for your requirements or particular results. Uptime and support response commitments apply only if agreed in writing.

3.3 We may change the Service. We give 30 days’ notice of a material reduction in your Plan’s features. If it substantially affects your use and no reasonable alternative exists, you may end the affected Service before the change and receive a refund under 7.7. Urgent legal or security changes may take effect sooner.

3.4 Integration Partners. If you connect or subscribe through an Integration Partner:

(a) its contract governs its products, billing and support; neither contract changes the other;

(b) it cannot make promises or act as our agent;

(c) data it sends us is sent on your behalf and is your instruction under Schedule 1. It is not our sub-processor just because it connects to the Service;

(d) we are not responsible for its systems, availability, changes or listing removal. If it stops supporting the integration and no reasonable alternative exists, either party may end the affected Service on notice, with a refund under 7.7; and

(e) claims about our Service must be brought against us under these Terms, not the partner. This does not restrict claims arising from the partner’s own acts or omissions.

3.5 You authorise us to create, sign, deliver and update your Apple Wallet and Google Wallet passes and instructed messages. Each party follows the wallet providers’ rules for its activities. Certificates remain with their lawful holder. Passes may remain on devices after termination; further updates or transfer to another provider are not guaranteed.

3.6 If you switch on automatic pass messages in your settings, the Service sends a text message (SMS) with a link to download the pass when a customer joins or is added to your programme. The link may also be sent by email or offered for direct download. Switching this on is your instruction under Schedule 1. You must have each customer’s contact details and any permission the law requires before a message is sent, including for customers you import.

4. Your account and use

4.1 You control account access. Keep details accurate, protect credentials and API keys, and report suspected misuse promptly. You are responsible for your users’ actions, except to the extent caused by our breach.

4.2 What you must not do. You must not:

(a) resell or sublicense the Service, or run it for unrelated businesses;

(b) access data or accounts without permission, or bypass security or usage limits;

(c) introduce harmful code or disrupt the Service;

(d) copy, reverse engineer or decompile the Service, except where the law allows;

(e) use the Service unlawfully, in breach of sanctions or to infringe anyone’s rights; or

(f) extract or reuse our integration credentials.

4.3 Automated access must use the Public API, a supported integration or a method we approve in writing.

5. Your programme, data and messages

5.1 You retain Merchant Data and branding rights and grant us the rights needed to provide, secure and support the Service and follow your instructions. We and our licensors retain rights in the Service, software and documentation. We may use your feedback freely, without acquiring rights in confidential information or personal data.

5.2 You are responsible for your programme rules, offers, valid rewards, and lawful and accurate Merchant Data. You must provide your own programme terms and privacy notice for Your Customers; the Service lets you display them at sign-up and on the pass.

5.3 Before you send marketing, you must have the lawful basis and any consent the law requires, keep evidence of it, and honour opt-outs promptly. Automatic offers you set up, such as welcome and birthday vouchers, are marketing messages. A customer installing a pass or allowing notifications does not by itself agree to marketing. Do not put promotions inside service messages.

5.4 Without our written agreement, do not submit payment card numbers or security codes, government ID numbers, special category data (such as health, ethnicity, religion or biometric data), or criminal offence data. Programmes aimed at children also require written agreement.

5.5 We may name you and display your logo as a customer unless you opt out. Case studies and endorsements need written permission.

5.6 An open source licence governs code we supply under it and overrides 4.2(d) and 5.1 for that code. It does not extend to the hosted Service, APIs or other software.

5.7 For our code, widgets or plugins on your website or app, you must provide required information and obtain required cookie or similar-technology permissions.

6. Data protection

6.1 For Merchant Personal Data you are the controller and we are your processor. The DPA in Schedule 1 is our data processing agreement and includes the terms that UK, EU and US privacy laws require. Accepting these Terms accepts it; no separate signature is needed.

6.2 We are controller for our account, billing and support records and the limited purposes in DPA section 11.

7. Fees and billing

7.1 You pay your Plan’s Fees and authorise recurring charges. Extra products and usage charges require prior agreement.

7.2 We bill direct subscriptions. A partner may bill and collect under its own contract. Refunds follow 7.7.

7.3 Pay undisputed Fees when due. Report disputes promptly with details; we investigate in good faith.

7.4 If undisputed Fees are over 10 days late, we may give written notice and suspend if they remain unpaid 5 days later.

7.5 Fee changes apply from the next renewal on at least 30 days’ notice. Cancel before renewal if you do not agree.

7.6 Fees exclude VAT, sales tax and similar taxes unless stated. You pay those taxes; we pay our income taxes.

7.7 Fees are non-refundable, except where these Terms or the law say otherwise. Where these Terms provide for a refund, we refund only Fees we have actually received for the part of the billing period after the Service, or the affected part of it, ends, pro rata by day. We do not refund amounts you paid an Integration Partner that we did not receive; those are a matter between you and that partner. This does not limit any other remedy you have for our breach, which remains subject to section 10.

8. Term, suspension and ending the agreement

8.1 The agreement starts when accepted. Your subscription, trial, paid period and renewal dates follow your Plan; accepting updated Terms does not restart them or create a new paid subscription. Unless your Plan says otherwise, paid subscriptions renew monthly until cancelled.

8.2 Cancel in your account, through the billing partner or at [email protected]. Cancellation takes effect at the end of the paid period.

8.3 We may end or decline to renew your subscription on 30 days’ notice. Unused prepaid Fees are refunded under 7.7.

8.4 Either party may terminate for a material breach not fixed within 30 days of written notice, or immediately if it cannot be fixed. Unpaid undisputed Fees are a material breach. Termination for our breach carries a refund under 7.7.

8.5 We may suspend as reasonably needed for security, unlawful use, material harm, legal requirements or late payment under 7.4. We limit suspension, notify you promptly unless law or security prevents it, and restore access when resolved.

8.6 Access ends on termination. DPA section 10 governs export and deletion. You remain responsible for programme closure, rewards and customer messages.

8.7 Accrued Fees and provisions intended to survive continue, including 5.1 and sections 9, 10, 11 and 13. The DPA continues while we hold Merchant Personal Data.

9. Confidentiality

9.1 Each party protects the other’s non-public information, uses it only for this agreement and shares it only with people who need it and are bound by confidentiality.

9.2 This excludes information lawfully public, already known, independently developed or lawfully received without restriction. Required disclosures are limited to what law requires, with prior notice where lawful.

9.3 These duties last three years after termination; for trade secrets, credentials and personal data, they last while confidential or as law requires.

10. Liability

10.1 Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, deliberate wrongdoing where law prohibits limitation, your obligation to pay Fees, or any other liability that law does not allow us to limit.

10.2 Neither party is liable to the other for lost profit, revenue, business, goodwill or anticipated savings, or for indirect or consequential loss. Amounts we must pay an Integration Partner under an indemnity in our agreement with that partner, arising from your breach of these Terms, are direct losses and are recoverable under section 11.

10.3 Except under 10.1 and 11.3, each party’s total aggregate liability under or in connection with this agreement, across all legal grounds, is capped at the greater of Fees we actually received for the Service in the 12 months before the event giving rise to the claim and £5,000. This includes contractual indemnities, confidentiality, DPA and data protection claims between the parties. Connected events and claims are treated as one. Only our received share of partner-billed Fees counts. This cap does not restrict individuals’ statutory rights or regulators’ powers.

10.4 Each party bears its regulatory fines and penalties. Recovery from the other is allowed only where legally recoverable, caused by that party’s breach, and within the cap in 10.3.

11. Indemnity

11.1 You will defend us against third-party claims, and pay the resulting losses, reasonable defence costs and settlements agreed under 11.2, to the extent the claim arises from:

(a) your programme, offers or failure to honour valid rewards;

(b) messages sent through the Service without the required lawful basis or consent;

(c) unlawful collection or use of personal data, or restricted data submitted in breach of 5.4;

(d) your content infringing another person’s rights; or

(e) misuse or abuse of the Service in breach of 4.2 or 4.3, or breach of the applicable terms of a partner you connect through.

A third-party claim includes a claim made against us by an Integration Partner under our agreement with that partner. This section does not apply to the extent the claim is caused by our breach or negligence.

11.2 We will tell you about the claim promptly and take reasonable steps to limit the loss. We may control the defence at your reasonable cost, and you will cooperate. We will consult you before settling and will not settle without your consent, which you will not unreasonably withhold. You must not settle in a way that admits fault by us or imposes obligations on us without our consent.

11.3 The indemnity in 11.1(a) and (d) is subject to the cap in 10.3. The indemnity in 11.1(b), (c) and (e) is not. We do not give you an indemnity.

12. Changes to these Terms

12.1 We give at least 30 days’ notice of material changes by email or in your account. You may cancel before they take effect and receive a refund under 7.7. Continued use after the notified effective date accepts the changes, subject to mandatory law and any express acceptance requirement.

12.2 Urgent legal or security changes may take effect sooner; we explain why.

13. General

13.1 Send legal notices to [email protected]. We use your account’s notice email, which you must keep current. Email notices take effect when sent unless a delivery failure is received.

13.2 Neither party is liable for delay or failure beyond reasonable control if it reasonably mitigates the effect. This does not excuse payment, security or data protection duties. If the Service is prevented for over 30 consecutive days, either party may end the affected Service with a refund under 7.7.

13.3 You need our consent to transfer this agreement; we will not unreasonably withhold it. We may transfer to a group company or business buyer that assumes our obligations, with notice to you.

13.4 Failure to enforce a right is not a waiver. Invalid terms do not invalidate the rest. There are no third-party rights except those law requires. This agreement replaces earlier terms on its subject, without excluding fraud liability. A separately signed agreement remains effective unless expressly superseded; conflicts follow 1.6.

13.5 Israeli law governs. The competent courts of Tel Aviv-Jaffa have exclusive jurisdiction; both parties submit and waive inconvenient-forum objections, subject to mandatory law. Either may seek urgent relief or enforce judgments elsewhere. Individuals’ rights, regulators’ powers and mandatory rights in your home country remain unaffected. The English version prevails over translations.

14. Optional Public API

14.1 Public API access requires an active LoyaltyDog account and a separate API Plan specifying scope, Fees, limits and overage charges. This applies to direct and partner merchants. Accepting these Terms alone creates no API access or charge. We may enforce API Plan limits. Ending that Plan leaves other subscriptions intact; ending your account ends the API Plan.

14.2 You are responsible for your application and must honour consent, opt-out and deletion settings. Each API key belongs to one merchant account. Anyone who builds or runs an application for you, such as a developer or agency, uses your key under your account, and you are responsible for that use. The DPA applies.

Schedule 1: Data Processing Agreement

This DPA forms part of the Terms and governs Merchant Personal Data. Defined terms carry over. It takes priority on personal data matters, subject to Terms 1.6 and applicable transfer instruments.

1. Roles and scope

1.1 You are controller and we are processor. If you act for another controller, you must have authority to appoint us as sub-processor.

1.2 “Data Protection Law” means privacy and data protection laws applicable to this processing, including UK GDPR, the Data Protection Act 2018, EU GDPR, Israel’s Protection of Privacy Law and applicable US state laws, as amended. Legal terms take their statutory meanings; controller and processor include equivalent business and service-provider roles.

1.3 Each party complies with laws applying to its role. You establish the lawful basis, provide required notices and give lawful instructions.

1.4 Annex A describes the processing, data and people covered.

2. Your instructions

2.1 We process only on your documented instructions, including for international transfers. These comprise:

(a) the Terms and this DPA;

(b) your settings in the Service;

(c) your API requests and connected integrations, including partner data sent for you; and

(d) other written instructions within the scope of the Service.

2.2 We notify you before legally required processing outside your instructions, unless law prohibits notice.

2.3 We immediately notify you of instructions we believe unlawful and may pause them until resolved. Work outside the Service’s scope requires agreed charges.

3. Our people and use of data

3.1 Access is limited to people who need it for their work and are bound by confidentiality.

3.2 We do not sell Merchant Personal Data, use it for our marketing, or use it to create, train, fine-tune or improve AI or machine learning models.

3.3 Where US state privacy law applies: (a) we use data only for Annex A’s specified business purposes or as that law permits; (b) we do not sell or share it, or retain, use or disclose it for another commercial purpose or outside our direct business relationship; (c) we do not combine it with other-source data except as permitted; (d) we meet the applicable law and its required level of protection; (e) we notify you if we can no longer comply; and (f) you may take reasonable steps under section 9 to verify compliance and stop or remedy unauthorised use. Statutory meanings apply.

4. Security

4.1 We maintain appropriate technical and organisational security measures under applicable law, including Article 32 of UK and EU GDPR. Annex B summarises them.

4.2 Updates must not materially reduce overall protection.

5. Helping you

5.1 Taking account of the processing, we use appropriate technical and organisational measures to help you respond to access, correction, deletion, restriction, portability and objection requests.

5.2 We promptly pass customer requests to you. We respond only to direct them to you or where law requires, except for our own controller processing under section 11.

5.3 Taking account of available information, we assist with security, breach notifications, impact assessments and regulator consultations under Articles 32 to 36 of UK and EU GDPR.

5.4 Help beyond normal Service use may carry reasonable fees agreed in advance. We do not charge for help caused by our breach or use charges to prevent required assistance.

6. Personal data breaches

6.1 We notify you at your account’s notice email without undue delay after becoming aware of a personal data breach affecting your data, or sooner if law requires.

6.2 We provide known details: nature, approximate affected people and records, likely consequences, mitigation and a contact. We update you as information becomes available.

6.3 We reasonably contain and remedy breaches within our control. You decide on regulator and individual notices; we notify on your behalf only if law requires.

6.4 Notice is not an admission of fault.

7. Sub-processors

7.1 You authorise Annex C’s sub-processors. We impose equivalent applicable data protection duties and remain responsible for their compliance.

7.2 Before we add or replace a sub-processor, we tell you by email or in your account, naming the provider, what it does and where it processes data. Annex C is updated by those notices.

7.3 You may object on reasonable data protection grounds before it starts. We seek a solution in good faith. If none exists, you may end the affected Service before the new processing, without penalty, with a refund under Terms 7.7.

7.4 Integration Partners and other systems you choose to connect are not our sub-processors just because they connect to the Service.

8. International transfers

8.1 We store Merchant Personal Data in the United Kingdom. Some sub-processors process limited data elsewhere, and our staff access it from Israel, as listed in Annex C.

8.2 For merchants in the United Kingdom, storing data with us is domestic. For merchants in the EEA, storage in the United Kingdom relies on the European Commission’s adequacy decision for the UK while it remains in force. Staff access from Israel relies on Israel’s adequacy status under UK and EU law while it remains in force.

8.3 Where a sub-processor processes data in a country without adequacy status, we put a valid safeguard in place, such as the EU Standard Contractual Clauses, the UK Addendum or the UK International Data Transfer Agreement, with any required transfer risk assessment. We will give you a copy on request, with commercial terms removed.

8.4 If a relied-on safeguard or adequacy arrangement ceases to apply, we put a lawful alternative in place or stop the affected transfer.

8.5 If you or Your Customers are outside the UK and EEA, and your law requires a contract with us before data is processed outside your country, this DPA is that contract. We will give you the information reasonably needed for any assessment, record or notice your law requires.

9. Audits

9.1 We provide information and allow and assist audits or inspections needed to demonstrate DPA and Article 28 compliance, by you or your appointed independent auditor.

9.2 We first provide documents and answer reasonable questions. If insufficient, routine inspections are limited to once yearly, on 30 days’ notice, during business hours, under confidentiality and protecting other customers’ data. You bear your routine audit costs.

9.3 The limits in 9.2 do not apply where a regulator requires an audit or after a personal data breach affecting your data. We do not claim any security certification unless we confirm it in writing.

10. Retention, return and deletion

10.1 During your subscription we keep Merchant Personal Data until you delete it or instruct us to delete it. We carry out your deletion instructions without undue delay, subject to 10.4 and section 11.

10.2 When the Service ends:

(a) you have 30 days to request return of Merchant Data in a usable electronic format, without buying API access, or may instruct earlier deletion;

(b) after return, or after that period if no return is requested, we delete live data without undue delay; and

(c) backup copies are deleted as they expire under our normal backup cycle.

If you do not ask us to return the data within 30 days, you are instructing us to delete it.

10.3 Until backups are deleted they are kept isolated and not used. If we restore a backup, we reapply your deletions.

10.4 Longer processor retention is allowed only where law requires. Where lawful, we explain the requirement and retain only what is necessary, protected by this DPA. Separate controller records are limited to section 11.

11. Our own purposes

11.1 We act as separate controller only for:

(a) platform security, fraud and abuse prevention;

(b) legal compliance and claims, including minimal records necessary to honour marketing withdrawals and prevent erased contacts being reintroduced for marketing; and

(c) producing aggregate or anonymous statistics, unless your Integration Partner’s terms prohibit this.

11.2 Anonymous statistics must not identify you, customers or individuals. We do not re-identify them and require recipients not to do so. We may use them for improvements, benchmarks and insights; disclosure identifying your business performance needs written permission.

11.3 Suppression records contain only what is needed to recognise a contact who has opted out or been deleted, and the merchant it relates to. They are not customer profiles and do not permit any message. Our Privacy Policy explains this processing.

12. General

12.1 Terms section 10 applies to this DPA, subject to Terms 11.3.

12.2 Notices, governing law and courts follow the Terms, unless Data Protection Law or a transfer safeguard requires otherwise. They do not limit the application of Data Protection Law.

12.3 This DPA continues while we process Merchant Personal Data.

Annex A: Processing details

Annex B: Security measures

The following measures apply to Merchant Personal Data.

Annex C: Sub-processors

Providers receive only the data needed for their function. Merchant Personal Data is stored in the United Kingdom; other locations are shown below. LoyaltyDog staff access data from Israel.

Apple and Google are not our sub-processors. They provide their own wallet services under their own terms and privacy notices, as independent controllers.

This list is updated under 7.2.

Acceptance statement

Use at the point of acceptance:

“I confirm that I am authorised to accept for the business named in this account. I accept the LoyaltyDog Merchant Terms of Service version 12.4, including Schedule 1 (Data Processing Agreement). I confirm that I have read the LoyaltyDog Privacy Policy version 12.4.”