White Label Loyalty Terms of Service
Effective Date: September 15, 2025
Welcome to White Label Loyalty! These Terms of Service ("Terms") govern your access to and use of our platform and services (collectively, the "Services"). By using our Services, you agree to be bound by these Terms. If you do not agree, you may not use our Services.
1. Definitions
“Agreement” means these Terms of Service, together with any Service Order(s) and any additional documents expressly incorporated by reference (such as the Privacy Policy, Data Processing Agreement, or Acceptable Use Policy), which collectively govern your use of the Services.
"Applicable Laws" means the laws of England and Wales and (to the extent applicable) any other laws or regulations, regulatory policies, guidelines, or industry codes which apply to the provision of the Services.
"Business Day" means a day other than a Saturday, Sunday or bank or public holiday in England.
"Change of Control" means a change in the identity of the person who has Control.
"Commencement Date" means the date upon which you accepted the Agreement.
"Control" means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
"Customer," "You," or "Your" refers to the individual or legal entity using the Services.
"Event of Insolvency" means the occurrence of any of the following in relation to the whole or any part of the assets and undertaking of the Provider or the Customer as the case may be: the presentation of a bankruptcy petition to the court; the appointment of a liquidator, an administrator, an administrative receiver or a receiver under the Law of Property Act 1925; the presentation of an application to the court or the passing of a resolution for the appointment of a liquidator or administrator; the making of a proposal for a voluntary arrangement with creditors; or any analogous event occurring under the law of any other jurisdiction to which the relevant party’s assets and undertaking are subject.
"Force Majeure Event" means any circumstance or event beyond the reasonable control of a party which prevents or materially delays the performance of its obligations under this Agreement. Such events include, but are not limited to: natural disasters (such as floods, earthquakes, or storms); acts of God; war, terrorism, armed conflict, or civil unrest; epidemics, pandemics, or public health emergencies; government actions or orders; strikes, lockouts, or labour disputes (not involving the affected party’s own workforce); power or utility failures; cyberattacks, denial-of-service attacks, or other malicious interference; and failure or disruption of internet or telecommunications services. A Force Majeure Event does not include financial hardship or inability to make payments.
"Good Industry Practice" means providing the Services and discharging Our obligations and responsibilities under this Agreement with the degree of skill, care, diligence, prudence and foresight, quality control and quality management which would reasonably be expected of a skilled and experienced leading provider of services similar to the Services seeking to comply with its contractual and statutory obligations and seeking to avoid any liability arising under any duty of care that might reasonably be contemplated by such provider.
"Intellectual Property Rights" means all intellectual and industrial property rights of any kind whatsoever including all rights in and to any copyright (including rights in software), trademark, trading name, service marks, design, patent, know how (trade secrets) registered and unregistered designs, database rights, rights in confidential information and any other intellectual property rights whatsoever irrespective of whether such intellectual property rights have been registered or not which may subsist in any part of the world, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights, as further specified in clause.
"Marks" means (i) any trade marks, trade names, service marks, trade dress, logos, URLs and domain names; (ii) any identifying slogans and symbols; (iii) any abbreviation, contraction or simulation of any of the items in paragraph (i) or paragraph (ii); and (iv) the "look and feel", of a party to this agreement, whether or not registered.
“Monthly Active Users” or “MAUs” means the total number of unique End-Users for whom at least one event is recorded within the Services during a given calendar month. An event refers to any logged interaction or data point associated with a user account, including but not limited to transactions, redemptions, point accruals, logins, referrals, or any other action captured by the platform’s event-tracking system. Each user is counted only once per calendar month, regardless of the number or type of events recorded. MAUs are calculated on a per-tenant basis.
"Non-Provider Services" means third party products, applications, services, software, networks, systems, directories, websites, databases and information which a Service links to, or which You may connect to or enable in conjunction with a Service, including, without limitation, Non-Provider Services which may be integrated directly into Your Services by You or at Your direction.
"Provider," "We," "Us," or "Our" refers to Perks Loyalty Ltd, trading as White Label Loyalty, registered in the United Kingdom (Company Number: 09441699).
"Service Charges" means all charges and fees associated with Your access to and use of the Services.
"Service Data" means all electronic data, content, messages, text, files, images, and other materials submitted to, stored on, or transmitted through the Services by You or End-Users in connection with the use of the Services. This includes, without limitation, Personal Data and other information that may be processed on Your behalf, and may be used by the Provider solely to operate, maintain, improve, and support the Services in accordance with this Agreement, applicable law, and any applicable Data Processing Agreement.
"Service Notice Period" means the time period between the date on which a notice of termination is served and the date a Service is terminated.
"Service Order" means the document created following your completion of our onboarding process (https://onboarding.whitelabel-loyalty.com/) which contains all of the details about the Services you have committed to purchase, including your subscription term and your fees. A copy of each Service Order created will be made available to you.
"Service(s)" means the products and online services that are made available by Us to You in accordance with this Agreement.
"Service Term" means the period between the Service Start Date and the Service End Date of each Service.
"Software" means software provided by Us (either by download or access through the internet) that allows You to use any functionality in connection with the applicable Service.
“Total Registered Users” means the cumulative number of unique End-Users who have successfully completed the registration process and have an active or historical user record stored within the Services at any point in time. This includes all users added via direct sign-up, API integration, bulk import, or third-party system sync, regardless of whether they are currently active or inactive. Each user is counted once, based on their unique identifier, and deleted or permanently anonymised users are excluded from this total.
2. Services
2.1 Scope
We will provide you with access to the Services as specified in your Service Order(s).
2.2 Availability
2.2.1 We aim to make the Services available at least 99.9% of the time each calendar month, excluding periods of scheduled maintenance or Force Majeure Events.
2.2.2 Scheduled maintenance will be communicated to you with at least five (5) Business Days’ notice and will typically be conducted outside of UK business hours.
2.2.3 Emergency maintenance or unscheduled downtime required to address critical issues may be performed without prior notice, but we will use commercially reasonable efforts to notify you as soon as practicable.
2.2.4 We are not responsible for Service unavailability caused by factors beyond our reasonable control, including but not limited to: Internet or hosting provider failures, issues caused by third-party integrations, or User-side access problems.
2.2.5 Nothing in this clause guarantees uninterrupted access, and we disclaim any liability for unavailability except as expressly set out in this Agreement or a separate service-level agreement (if applicable).
2.3 Support
Support is available via our ticketing system. We aim to address your queries promptly and provide a knowledge base for self-help.
3. Use of Services
3.1 License
We grant you a non-exclusive, non-transferable license to access and use the Services for your internal business purposes, subject to these Terms.
3.2 Restrictions
The Services may only be used by You or an entity over which You have Control.
You shall not:
- Resell, sublicense, or transfer the Services.
- Reverse-engineer or attempt to extract source code from the platform.
- Use the Services for unlawful or unauthorized purposes.
3.3 Modifications
We may update or improve the Services to enhance functionality. Such updates will not materially degrade the performance of the Services.
4. Fees and Payment
4.1 Charges
You agree to pay the fees specified in your Service Order. Service fees are exclusive of VAT or any applicable local taxes.
4.2 Payment Terms
Invoices are due within 14 days of receipt unless otherwise specified in your Service Order. Late payments incur interest at 3% per annum above the Bank of England’s base rate.
4.3 Usage Overages
If your usage exceeds agreed limits, additional fees apply as outlined in your Service Order.
4.4 Automatic Fee Increase
The Service Charges for the Services specified in your Service Order are subject to an automatic 10% increase upon the commencement of a new Service Term, unless otherwise specified in your Service Order.
5. Term and Termination
5.1 Term
The Agreement remains in effect until terminated by either party in accordance with these Terms.
5.2 Termination by You
You may terminate for convenience by providing 90 days' written notice. In the case of termination under this clause, any Service Charges due between the date the termination notice was received and the end date of the Service Term for each service will become due immediately.
5.3 Termination by Us
We may terminate or suspend your access if:
- Payment is overdue by 30 days or more.
- You breach these Terms and fail to remedy the breach within 14 days of notice.
Upon termination, you must cease all use of the Services.
6. Intellectual Property
All intellectual property rights in the Services belong to us or our licensors. You retain ownership of your data and grant us a license to use it solely for providing the Services.
7. Confidentiality
Each party agrees to protect the other's confidential information and use it only as necessary to fulfill obligations under this Agreement.
8. Publicity
You hereby grant Us the right to use the following in our marketing communications:
8.2.1. Your company name.
8.2.2. Your logo.
8.2.3. Information related to Your use of the Services.
9. Limitation of Liability
9.1. Neither Party seeks to limit or exclude in any way its liability for death or personal injury caused by negligence; for fraud or fraudulent misrepresentation; and/or for any other matter or liability which cannot be lawfully limited or excluded by law. Each clause of this Agreement shall be read as subject to this clause 9.1 and no clause of this Agreement shall be interpreted as seeking to limit or exclude any of the foregoing types of liability.
9.2. Subject at all times to clauses 9.1 and 9.3, Our maximum liability to You for all claims under or in connection with this Agreement however arising shall be limited in aggregate to the value of the Charges paid by You to Us under this Agreement.
9.3. We shall not be liable for: loss of business; loss of use; loss of profit; loss of anticipated profit; loss of contracts; loss of revenues; loss or damage to goodwill or brand; loss of anticipated savings; loss of data or use of data; damage to reputation; and/or consequential, special or indirect loss or damage in any case, regardless of whether We were aware (or ought reasonably to have been aware) of the risk that such loss or damage might occur.
9.4. The Parties shall have no liability under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement due to Force Majeure Events, with the exception of any payment obligations, provided that the other Party is notified of such an event and its expected duration.
10. Indemnification
10.1. You shall defend, indemnify and hold Us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Your use of the Services, provided that We give You prompt notice of any such claim; We provide reasonable co-operation to You in the defence and settlement of such claim, at Your expense; and You are given sole authority to defend or settle the claim.
11. Governing Law
These Terms are governed by the laws of England and Wales. Disputes are subject to the exclusive jurisdiction of the courts of England and Wales.
12. Miscellaneous
- Assignment: You may not transfer this Agreement without our consent.
- Entire Agreement: These Terms, together with the Service Order, constitute the entire agreement.
- Notices: Notices must be sent to the designated email addresses.
- Severability: If any provision is found invalid, the remainder remains in effect.
13. Contact Information
If you have any questions about these Terms, please contact us at legal@whitelabel-loyalty.com.