Terms of Service

2.1 Age & Authority

You must be at least 18 years of age (or the age of majority in your jurisdiction, if higher) to use the Service. By entering into this Agreement you represent and warrant that you have the legal authority to bind the entity on whose behalf you are acting.

2.2 Account Registration

Access to the Platform is provisioned when you install the Mage Loyalty app via the App Store onto your Shopify store. You are responsible for all activity that takes place under your Account.

2.3 Credential Security

You must keep your Credentials confidential and must not share them with any third party. You agree to take commercially reasonable steps to prevent unauthorised use of your Account and to notify us promptly if you become aware of any security breach. We accept no liability for losses arising from compromised Credentials where the compromise was not caused by us.

2.4 Affiliate Access

Rights granted under this Agreement are personal to the Customer named on the Account or Order Form. No Affiliate of the Customer may use the Service unless Mage Loyalty has given its prior written consent.

3.1 Platform Licence

Subject to this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform during the Term in accordance with your Subscription. The scope of Features available to you is determined by your chosen Subscription tier, as described in our documentation or your Order Form.

3.2 Toolkit Access

Where your Subscription tier includes access to the Toolkit, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Toolkit solely for the purpose of integrating with the Platform. The Toolkit is provided on an "as is" and "as available" basis and may be modified or withdrawn at any time.

3.3 Professional Services

We may offer bespoke services such as custom development, design, or onboarding (each, a "Professional Service"). The scope, deliverables, and fees for any Professional Service will be agreed in writing between the parties before work commences.

3.4 Permitted Users

You may authorise your employees, contractors, and service providers to use the Platform through your Account, provided that such use is solely for your internal business purposes and remains in compliance with this Agreement. You are responsible for each permitted user's adherence to this Agreement.

3.5 Feature Changes

We may update, modify, or discontinue Features at any time. Where a change materially reduces the functionality of your current Subscription tier, we will use reasonable efforts to give you advance notice. For clarity, if your Subscription includes a virtual gift card feature, you are solely responsible for any escheatment or similar obligations arising from its use.

3.6 Third Party Services

The Platform integrates with certain Third Party Services. We do not control and are not responsible for any Third Party Service, and you are solely responsible for reviewing and agreeing to the terms governing your use of each one. Where you enable a Third Party Service, you authorise us to share the Customer Data necessary for that integration to function. Third party integrations may be suspended or withdrawn if the relevant provider ceases to support them.

3.7 Service Availability

The Service may be temporarily unavailable due to scheduled maintenance or circumstances outside our reasonable control, including infrastructure failures, cyber-attacks, or force majeure events. Periods of unavailability do not constitute a breach of this Agreement, and we disclaim all liability arising from them.

4.1 Applicable Legislation

Each party shall comply with its obligations under all applicable data protection legislation, including the UK General Data Protection Regulation, the Data Protection Act 2018, and any successor or supplementary legislation in force from time to time.

4.2 Our Processing Obligations

To the extent we process Personal Data on your behalf in connection with the Service, we shall:

• process that data only on your documented instructions and solely for the purpose of delivering the Service;
• maintain appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing, accidental loss, destruction, or damage;
• ensure that anyone we authorise to process Personal Data is subject to a binding duty of confidentiality;
• not engage a sub-processor without your prior written consent (except for Third Party Services described in Section 3.6);
• assist you, at your cost, with data subject requests and your obligations under applicable data protection law; and
• on termination of the Agreement, delete or return all Personal Data unless retention is required by law.

4.3 Your Responsibilities

You warrant that you hold all necessary rights, consents, and lawful bases to provide Customer Data to us and to permit us to process it as contemplated by this Agreement. You are solely responsible for ensuring that your own privacy notices and policies comply with applicable law in connection with your use of the Service.

5.1 General Obligations

You agree to use the Service only for lawful purposes and in accordance with this Agreement. You must not use the Service in any way that breaches any applicable local, national, or international law or regulation.

5.2 Security & Integrity Restrictions

You must not:

• attempt to reverse-engineer, decompile, or disassemble any part of the Service, or otherwise attempt to derive its source code;
• interfere with or disrupt the infrastructure supporting the Service, or deliberately exploit any bug, vulnerability, or system weakness; or
• attempt to gain unauthorised access to any part of the Service or to any systems or networks connected to it.

5.3 Intellectual Property & Competition Restrictions

You must not:

• reproduce, adapt, translate, or create derivative works from the Service, or publicly display, distribute, or perform it;
• use the Service, or any information obtained from it, to develop or operate a competing product or service, or to benchmark the Service for competitive purposes; or
• use the Service in any way that infringes any third party's intellectual property rights, contractual rights, rights of privacy, or rights of publicity.

5.4 Content & Conduct Restrictions

You must not:

• use the Service to store, transmit, or distribute material that is unlawful, defamatory, or infringes any person's rights;
• engage in harassment, abuse, threats, or impersonation through the Service;
• upload or link to content that promotes illegal activity or contains objectionable or offensive material; or
• take any action that damages or could reasonably be expected to damage the reputation of Mage Loyalty.

5.5 Distribution Restrictions

You must not sell, rent, lease, sublicence, or otherwise make the Service (or access to it) available to any third party except as expressly permitted in this Agreement.

5.6 Resource Limits

We monitor usage to protect the performance of the Service for all customers. If your use of computing resources materially degrades the Service for others, we may throttle or restrict your access after giving you reasonable prior notice and working with you in good faith to identify an alternative approach.

6.1 Commencement & Duration

The Agreement takes effect on the earliest of: (a) the date you sign up for a Subscription; (b) the date you install the Service on your Shopify store; or (c) the date an Order Form is executed (the "Effective Date"). A free or trial Subscription continues until terminated in accordance with its terms. A paid Subscription runs on a monthly billing cycle (or such other period specified in the Order Form) and renews automatically for successive periods of the same length (each, a "Renewal Period") unless terminated in accordance with this section. The period from the Effective Date through all Renewal Periods is the "Term".

6.2 Subscription Plans & Trials

The Features and pricing applicable to your Subscription are as set out in the App Store or the Order Form. If you begin a trial Subscription, it will automatically convert to a paid Subscription at the end of the trial period on the terms previously presented to you, unless before that date you either revert to a free plan or uninstall the Service from your Shopify store.

6.3 Fees & Payment

You agree to pay the Subscription Fee together with any additional fees (for example, for Professional Services) agreed between the parties. Payment will be collected automatically through the App Store or invoiced in accordance with the Order Form. We may increase the Subscription Fee by giving you at least 30 days' written notice before the start of the next Renewal Period. Where you pay by credit or debit card, you authorise us (or our nominated payment processor, which may include Shopify) to charge the card you have provided. You represent that you are lawfully entitled to use the payment method supplied and that the billing information you have provided is accurate and complete.

6.4 Late Payment

If you fail to pay any amount when due, we may suspend the Service on reasonable notice and, as a condition of reactivation, require payment of all outstanding amounts plus all amounts that will fall due during the remainder of the current Term.

6.5 Taxes

All fees stated in this Agreement are exclusive of VAT and any other applicable taxes, duties, or levies, which you shall pay in addition.

6.6 Termination

Either party may terminate this Agreement:

• by giving notice to the other party at any time, in which case the Agreement will end at the close of the then-current billing period;
• immediately, if the other party commits a material breach and (where the breach is capable of remedy) fails to remedy it within 14 days of receiving written notice specifying the breach; or
• immediately, if the other party becomes insolvent, enters administration, makes an arrangement with its creditors, or is the subject of a winding-up petition that is not dismissed within 30 days.

In addition, we may terminate a free or trial Subscription at any time on notice to you. On termination for any reason you must pay all fees accrued up to and including the termination date. No refunds will be given. We may, but are not obliged to, retain Customer Data for up to 90 days following termination to allow you to reactivate your Subscription.

7.1 Our Intellectual Property

The Service (including all software, content, designs, and documentation) and all intellectual property rights in it belong to Mage Loyalty or its licensors. Nothing in this Agreement transfers ownership of the Service or any part of it to you. You must not remove or alter any proprietary notices contained in the Service.

7.2 Customer Data Ownership

You retain all rights in your Customer Data. We do not claim ownership of it. You grant us a non-exclusive licence to use, store, and process Customer Data to the extent necessary to: (a) provide and maintain the Service; (b) generate anonymous or aggregated analytics; (c) improve our products and develop new ones; and (d) send you relevant communications about the Service.

7.3 Feedback

If you choose to provide us with suggestions, ideas, or other feedback about the Service, you grant us an unrestricted, perpetual, irrevocable, worldwide, royalty-free licence to use that feedback for any purpose. Such feedback will not be treated as your Confidential Information.

8.1 No Warranty

Your attention is particularly drawn to this clause. The Service is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we exclude all conditions, warranties, representations, and undertakings (whether express, implied, statutory, or otherwise), including any implied terms of satisfactory quality, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, secure, or free from viruses or other harmful components, or that it will meet your specific requirements.

8.2 Exclusion of Certain Losses

Your attention is particularly drawn to this clause. To the fullest extent permitted by law, neither party shall be liable to the other for any indirect, special, incidental, or consequential loss or damage, including loss of profits, revenue, data, goodwill, or anticipated savings, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if the party was advised of the possibility of such loss.

8.3 Liability Cap

Subject to Section 8.4, each party's total aggregate liability under or in connection with this Agreement shall not exceed the total Subscription Fees paid or payable by the Customer in the 12-month period immediately preceding the event giving rise to the claim.

8.4 Unrestricted Liability

Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be lawfully excluded or limited under English law.

8.5 Allocation of Risk

The parties acknowledge that the limitations set out in this section reflect a fair allocation of risk and form an essential part of the bargain between them. The fees payable under this Agreement have been determined in reliance on these limitations.

11.1 Informal Resolution

If a dispute arises in connection with this Agreement, the parties agree to first attempt to resolve it informally. Either party may initiate this process by sending a written summary of the dispute to the other at hello@mageloyalty.com (or such other address as notified under Section 12.3). The parties shall negotiate in good faith for a period of at least 30 days from receipt of such notice.

11.2 Mediation

If the dispute is not resolved through informal negotiation, either party may refer it to mediation administered by the Centre for Effective Dispute Resolution (CEDR) under its current mediation procedures. The costs of mediation shall be shared equally between the parties. Both parties agree to participate in good faith.

11.3 Governing Law & Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute.

12.1 Amendments

We may update this Agreement from time to time by publishing a revised version on the Website. Unless we state otherwise, changes take effect 30 days after publication. Your continued use of the Service after the effective date of a change constitutes acceptance of the updated terms.

12.2 Publicity

During the Term, you grant us a limited, revocable licence to display your name and logo on the Website and our social media channels solely to identify you as a customer. You may revoke this licence at any time by giving us written notice under Section 12.3.

12.3 Notices

Notices under this Agreement must be sent by email: to us at hello@mageloyalty.com, and to you at the email address associated with your Account (as updated from time to time). A notice is deemed received on the day it is sent, provided it is sent during normal business hours in the recipient's time zone.

12.4 Limitation Period

Any claim arising under or in connection with this Agreement must be brought within one year of the date on which the cause of action arose. Claims not brought within this period are permanently barred.

12.5 Export Controls

You shall not export or re-export the Service in violation of any applicable UK, EU, or other trade sanctions or export control regulations.

12.6 Severability & Waiver

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable (or, if modification is not possible, severed), and the remaining provisions shall continue in full force. A failure or delay by either party in exercising any right under this Agreement does not constitute a waiver of that right.

12.7 Assignment

You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent. We may assign this Agreement (in whole or in part) on written notice to you, including in connection with a merger, acquisition, or sale of substantially all of our assets.

12.8 Force Majeure

Neither party is liable for delays or failures in performance resulting from events beyond its reasonable control, including natural disasters, pandemics, cyber-attacks, utility failures, acts of government, war, terrorism, or industrial action. This clause does not excuse the Customer's obligation to make payments that are already due.

12.9 Entire Agreement

This Agreement (together with any Order Form) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, understandings, and arrangements between them, whether written or oral. Neither party has relied on any statement, representation, or warranty not set out in this Agreement.

12.10 Survival

Sections 6.6 (Termination — post-termination obligations), 7 (Intellectual Property), 8 (Disclaimers & Liability), 9 (Indemnity), 10 (Confidentiality), 11 (Disputes & Governing Law), and 12 (General Provisions) shall survive the expiry or termination of this Agreement.