LoyaFlow Terms of Service (Merchants)

These Terms of Service (the "Terms") govern the use of the LoyaFlow platform (the "Service") provided by Abdelfattah el Alouani, sole proprietor, Wülflingerstrasse 165, 8408 Winterthur, Switzerland ("LoyaFlow", "we"), by the business customer that creates an account (the "Merchant", "you").

1. Business customers only

1.1 The Service is offered exclusively to businesses — companies and natural persons (sole traders, self-employed professionals) acting for purposes of their trade, business, craft or profession. By registering you declare that you contract in that professional capacity.

1.2 Because the contract is business-to-business, consumer protection rules — including the EU 14-day right of withdrawal and the EU withdrawal button — do not apply. If you register as a natural person, you confirm the Service is used for your business (e.g. your shop's loyalty program), not for personal purposes.

2. Account and registration

2.1 Registration requires a valid email address (verified before use of the dashboard), a password and basic company details. Keep credentials confidential; you are responsible for activity under your account and your staff accounts, and must notify us promptly of any suspected unauthorised use.

2.2 You must provide accurate information and keep it current (including billing country, which determines applicable tax treatment at checkout).

3. Free trial

3.1 New accounts receive a free trial (currently 30 days, as stated at signup; no payment method required). During the trial the Service is provided as-is, with full features of the trial plan.

3.2 When the trial expires without a subscription, access to the dashboard is gated. Your data is not deleted by the mere expiry of the trial: you can subscribe later and continue where you left off, or request deletion. Prolonged inactivity may lead to deletion after prior notice.

4. Plans, prices and payment (Paddle as Merchant of Record)

4.1 Paid subscriptions are sold through our reseller Paddle (Paddle.com Market Ltd / Paddle Payments Ltd, as applicable), acting as Merchant of Record: Paddle is the legal seller at checkout, processes payment, applies and remits applicable taxes (VAT/GST/sales tax) and issues the corresponding invoices. Paddle's checkout terms apply to the purchase transaction in addition to these Terms, which govern the Service itself.

4.2 Prices, plan features and limits are those displayed at checkout and in the pricing page at the time of purchase. Plan limits (e.g. number of cards, staff accounts, card templates) are enforced technically by the Service.

4.3 Automatic renewal. Subscriptions renew automatically for successive periods equal to the billing interval (monthly or annual) at the then-current price of your plan, until cancelled. The renewal date and price are shown in the dashboard before and after each renewal.

4.4 Cancellation — easy and at any time. You can cancel in the dashboard (or via Paddle's self-service link on your invoice) at any time. Cancellation takes effect at the end of the paid period; until then the plan remains active. The unused fraction of a period is not refunded (see Section 5).

4.5 Downgrades take effect at the end of the current period (deferred downgrade). Upgrades take effect as offered at checkout (immediate, with proration where Paddle applies it).

4.6 Non-payment. If a renewal payment fails, Paddle retries per its dunning process; if payment ultimately fails, the subscription lapses and access is gated as in Section 3.2. We may suspend the Service for accounts with overdue amounts.

5. Refunds

5.1 Beyond what the law mandates, fees are non-refundable: cancelling or downgrading does not entitle you to a refund of the current period (the plan stays active until the period ends).

5.2 We will refund, pro-rata where appropriate: (a) if we terminate the Service or your account without cause before the end of a paid period; (b) in case of a material, persistent failure of the Service that we cannot remedy within a reasonable time after notice (statutory remedies for non-conformity remain unaffected); (c) in the residual case of a valid statutory withdrawal by a person qualifying as a consumer despite Section 1 (statutory consequences apply); or (d) where a mandatory law requires it. Refund requests: legal@loyaflow.com or through support; refunds are executed through Paddle.

6. The Service; availability and support

6.1 LoyaFlow will provide the Service with all commercially reasonable methods and means to keep it lawful, secure and current — encryption of data in transit and at rest, tenant isolation, regular updates and security patches, monitoring for failures and improvements — as further described in the DPA's technical measures annex.

6.2 Availability. We target continuous availability but do not commit to a formal SLA in this version of the Service. Planned maintenance is announced where reasonably possible; we deploy fixes and improvements continuously.

6.3 Support is provided by email/support panel in the dashboard, with an indicative first response within 2 business days (Swiss business calendar).

6.4 Changes to the Service. We may improve and modify the Service, provided the modifications do not materially reduce its core functionality during a paid period. Features marked beta/preview are provided as-is and may change or be withdrawn.

7. Merchant obligations and acceptable use

7.1 You will use the Service only lawfully and per the Merchant Agreement (loyalty program responsibility, pass issuance mandate, acceptable use) and the DPA (data protection). You will not: abuse, probe or overload the Service; attempt to access other tenants' data; resell the Service; or upload unlawful content.

7.2 You are responsible for the acts of your staff users and API keys. API keys are shown once and stored hashed; treat them as secrets.

8. Intellectual property

8.1 The Service, its software, design and documentation remain the exclusive property of LoyaFlow (or its licensors). You receive a non-exclusive, non-transferable right to use the Service during the subscription, for your own loyalty programs.

8.2 Your data and branding remain yours. You grant LoyaFlow the licence strictly necessary to operate the Service (host, display, process, render your branding on passes and pages), as described in the Merchant Agreement §3.

8.3 Feedback you send may be used to improve the Service without obligation.

9. Data protection

Processing of your customers' data is governed by the DPA (you are controller; LoyaFlow is processor). Processing of your own account and billing data is described in the Platform Privacy Notice. Paddle processes checkout data as an independent controller (Merchant of Record).

10. Term and termination

10.1 These Terms apply from account creation until the account is closed.

10.2 Either party may terminate for cause with immediate effect, in particular for material breach not cured within 14 days of notice, unlawful use, or insolvency. Termination by us without cause mid-period triggers the pro-rata refund of Section 5.2(a).

10.3 On account closure the wind-down of the Merchant Agreement §8 applies (passes voided, 30-day retention and export window, then deletion).

11. Warranties and liability

11.1 Except as expressly stated, the Service is provided without further warranties, to the extent permitted by applicable law.

11.2 Liability cap. The aggregate liability of LoyaFlow arising out of or in connection with the contract is limited to the fees paid by you in the 12 months preceding the event giving rise to liability.

11.3 The cap does not apply where liability cannot be limited under applicable law, including: intent or gross negligence; injury to life, body or health; fraud; and statutory product liability. Where German AGB law applies: in case of slight negligence we are liable only for breach of essential contractual obligations (Kardinalpflichten — obligations whose fulfilment makes the proper execution of the contract possible at all and on whose fulfilment you regularly rely), and such liability is limited to the foreseeable damage typical for this type of contract; the above cap does not limit liability where this would be incompatible with §§ 305 ff. BGB.

11.4 You remain responsible for your loyalty program and your customer relationships (Merchant Agreement §5); LoyaFlow is not liable for rewards, redemptions or merchant- customer disputes.

12. Changes to these Terms

We may amend these Terms with at least 30 days' notice through the dashboard (versioned acceptance). If an amendment materially degrades your rights, you may terminate as of its effective date with a pro-rata refund of any prepaid, unused period. Continued use after the effective date constitutes acceptance.

13. Miscellaneous

13.1 Assignment: we may assign the contract to a legal entity continuing the LoyaFlow business (e.g. upon incorporation of a company); you will be notified. You may not assign without consent (not unreasonably withheld).

13.2 Severability: invalid clauses are replaced by valid ones closest in economic intent; the rest remains in force.

13.3 Entire agreement: these Terms + Merchant Agreement + DPA + order/checkout data form the whole agreement; they prevail over any Merchant purchasing conditions.

14. Governing law and forum

Swiss law, excluding conflict-of-law rules and the CISG. Exclusive forum: the courts at LoyaFlow's seat (Winterthur, Switzerland), subject to any mandatory forum.

Version 1.0-draft · Effective date: [DATE] · Binding language: English.