LoyaFlow Merchant Agreement (Pass Issuance & Platform Agreement)

This Merchant Agreement (the "Agreement") is entered into between:

• Abdelfattah el Alouani, sole proprietor, Wülflingerstrasse 165, 8408 Winterthur, Switzerland (commercial-register registration pending — UID/CHE to be added upon registration), operating the LoyaFlow platform ("LoyaFlow", "we", "us"); and
• the business customer accepting this Agreement through the LoyaFlow dashboard (the "Merchant", "you").

It is incorporated into and governed by the LoyaFlow Terms of Service. In case of conflict, the order of precedence is: (1) the Data Processing Agreement for data protection matters, (2) this Agreement for pass issuance and loyalty-program matters, (3) the Terms of Service.

1. Business-to-business status

1.1 The LoyaFlow service is offered exclusively to businesses (including sole traders) acting in the course of their trade, business, craft or profession. By accepting this Agreement you confirm that you act as a business and not as a consumer.

1.2 Consequently, statutory consumer rights — including the EU 14-day right of withdrawal and the EU "withdrawal button" — do not apply to this Agreement. Trial, termination and refund rights are exclusively those set out in the Terms of Service and this Agreement.

2. What LoyaFlow does (service description)

2.1 LoyaFlow provides a loyalty platform through which the Merchant can create digital loyalty programs (points and stamp cards), enrol its customers, issue digital wallet passes (Apple Wallet and Google Wallet), record loyalty activity (earn, redeem, adjustments) and communicate program updates to installed passes.

2.2 Passes are issued in the Merchant's name and for the Merchant's loyalty program, using LoyaFlow's technical infrastructure and LoyaFlow's issuer registrations with Apple Inc. and Google LLC (see Section 4).

2.3 LoyaFlow will operate the service with all commercially reasonable methods and means to keep it lawful, secure and current, including encryption of data in transit and at rest, tenant isolation, keeping the service updated, monitoring for failures and improvements, and providing support — as further detailed in the Terms of Service and the DPA's technical and organisational measures annex.

3. Mandate to issue passes on the Merchant's behalf

3.1 The Merchant appoints and authorises LoyaFlow to: (a) create, sign, distribute, update and revoke digital wallet passes for the Merchant's loyalty program; (b) use the Merchant's trade name, logo, colours and other branding elements supplied by the Merchant solely to render those passes, the public enrolment and pass pages, and the Merchant's presence inside the platform; and (c) send technical push notifications to devices holding the Merchant's passes so that installed passes refresh.

3.2 The Merchant warrants that it owns or holds sufficient rights in all branding, names and content it supplies, and that their use as described does not infringe third-party rights. The Merchant indemnifies LoyaFlow against third-party claims arising from a breach of this warranty.

3.3 The mandate is non-exclusive and lasts for the duration of the Merchant's subscription (plus the wind-down period in Section 8).

4. Wallet providers (Apple / Google)

4.1 Pass distribution depends on services operated by Apple Inc. and Google LLC under their own terms (Apple Wallet / PassKit, Google Wallet API). The Merchant acknowledges that: (a) those providers may change or discontinue features outside LoyaFlow's control; (b) the availability of a pass on a given device is ultimately controlled by the device holder and the wallet provider; and (c) LoyaFlow may need to modify pass rendering or distribution to remain compliant with wallet-provider policies.

4.2 LoyaFlow remains responsible for choosing and operating its wallet infrastructure. A change of underlying wallet technology that does not materially reduce the service is not a breach of this Agreement (the Merchant's data — customers, balances, activity — is retained by LoyaFlow in all cases, independent of the wallet provider).

5. The Merchant owns the customer relationship

5.1 The Merchant's customers are the Merchant's, not LoyaFlow's. The loyalty program — its rules, rewards, redemption conditions, value and honouring — is defined, offered and fulfilled by the Merchant. LoyaFlow is a technology provider and is not a party to any transaction, promise or dispute between the Merchant and its customers.

5.2 The Merchant is solely responsible for: (a) honouring points, stamps and rewards displayed on its passes; (b) the legality of its loyalty program in the countries where it offers it (including consumer, promotion and sector rules that may apply to it as a merchant); (c) all communication and support towards its customers regarding the program; and (d) the accuracy of the program data it or its staff record (earn, redeem, adjustments).

5.3 LoyaFlow provides the Merchant with the tools to manage that relationship (customer list, activity feed, export, deletion, support tooling) but does not itself grant, modify or redeem rewards.

6. Data protection — roles

6.1 For personal data of the Merchant's customers processed in the platform (the "End Customer Data"): the Merchant is the data controller and LoyaFlow is the data processor, processing only on the Merchant's documented instructions as set out in the Data Processing Agreement (DPA), which forms an integral part of this Agreement.

6.2 The Merchant must publish its own privacy policy for its loyalty program before enrolling customers. The platform provides the mechanism (policy URL/text per company, shown and accepted at enrolment, version sealed per customer) and enforces its acceptance for new enrolments once a policy is published. The content of that policy is the Merchant's responsibility; LoyaFlow provides a non-binding template as a convenience.

6.3 The Merchant warrants that it has a lawful basis for the collection and processing of its customers' data through the platform, that the data it instructs LoyaFlow to process was collected lawfully, and that marketing consent flags recorded in the platform reflect real, valid consent where required.

6.4 For the Merchant's own account data (registration, billing, support), LoyaFlow is the data controller as described in the Platform Privacy Notice.

7. Acceptable use of the pass infrastructure

7.1 The Merchant must not use the platform to: (a) run programs that are unlawful in the targeted market; (b) issue passes unrelated to a genuine loyalty program of the Merchant's own business (no resale of pass issuance as a service); (c) upload branding or content that is unlawful, deceptive or infringing; (d) spam customers through pass update notifications; or (e) attempt to extract other tenants' data.

7.2 LoyaFlow may suspend pass issuance or the account, with notice where reasonably possible, if the Merchant's use endangers the platform, other merchants, wallet-provider compliance, or breaches this Section. Suspension for cause does not extend the subscription period.

8. Term, termination and wind-down of passes

8.1 This Agreement runs for as long as the Merchant holds an active subscription (or trial) and terminates with it.

8.2 On termination or expiry: (a) issued passes are voided (they stop updating and are visually marked invalid); (b) End Customer Data is retained for 30 days for security, fraud-prevention and reactivation purposes, and then deleted, as detailed in the DPA; (c) during those 30 days the Merchant may export its customer and activity data through the dashboard or by written request; (d) pass files already stored on customers' devices may remain there until removed by the device holder — they no longer update and are marked void.

8.3 Sections that by their nature survive termination (warranties, indemnity, liability, data protection wind-down) survive.

9. Liability

9.1 Liability under or in connection with this Agreement is governed by the liability clause of the Terms of Service (aggregate cap: fees paid in the 12 months preceding the event; no exclusion applies where liability cannot be limited by law, including for intent or gross negligence, and, where German AGB law applies, for injury to life, body or health or breach of essential contractual obligations (Kardinalpflichten), in which case liability for such breach is limited to the foreseeable damage typical for this type of contract).

9.2 LoyaFlow is not liable for the Merchant's loyalty program itself — its rules, rewards, value or honouring — nor for disputes between the Merchant and its customers (Section 5).

10. Governing law and forum

This Agreement is governed by Swiss law, excluding its conflict-of-law rules and the CISG. Exclusive place of jurisdiction: the courts at LoyaFlow's registered seat (Winterthur, Switzerland), subject to any mandatory forum.

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