White Label Loyalty Terms of Service
Effective: January 23, 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
"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 circumstances beyond either of the Parties reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem, Internet service provider failure or delay, or acts undertaken by third parties, including without limitation, denial of service attack.
"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.
"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 submitted to and stored within a Service by You or End-Users in connection with Your use of the Services.
"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.
2. Services
2.1 Scope
We will provide you with access to the Services as specified in your Service Order(s).
2.2 Availability
We aim to make the Services available 24/7, excluding planned downtime (notified at least 5 days in advance) or unavoidable interruptions.
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. 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.
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. Limitation of Liability
8.1 Exclusions
Neither party excludes liability for death, personal injury caused by negligence, or fraud.
8.2 Cap on Liability
Our maximum liability is limited to the fees paid by you in the 12 months preceding the claim.
9. 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.
10. 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.
11. Contact Information
If you have any questions about these Terms, please contact us at legal@whitelabel-loyalty.com.