Terms of Service

1. About Us

Spark Loyalty Ltd ("Spark", "we", "us", or "our") is a company registered in England and Wales. Our registered company number is [COMPANY NUMBER].

We operate the Spark platform, which enables independent businesses to create and manage digital loyalty programmes delivered via Apple Wallet and Google Wallet (together, the "Service").

2. Who These Terms Apply To

These Terms of Service ("Terms") govern your access to and use of the Spark platform, including our website at sparkloyalty.co.uk, our merchant dashboard, and all related tools and features.

These Terms apply to you as a merchant ("Merchant", "you", or "your") when you create an account and use Spark to build and manage loyalty programmes for your customers.

If you are a customer of a business that uses Spark, your use of any digital loyalty card issued through Spark is governed by the terms of that business and Apple's or Google's own terms of service, as applicable. Spark is not a party to that relationship.

By creating an account or using any part of the Service, you agree to these Terms. If you do not agree, please do not use the Service.

3. Eligibility

To use Spark, you must:

• be at least 18 years old;
• be operating a legitimate business in the United Kingdom or another country where Spark operates;
• have the legal authority to enter into a binding contract on behalf of that business; and
• not be prohibited from using the Service under any applicable law.

4. Your Account

4.1 Registration

To access the Spark dashboard, you must create an account by providing accurate, current, and complete information. You agree to keep your account information up to date.

4.2 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify us immediately at support@sparkloyalty.co.uk if you suspect any unauthorised access to your account.

Spark cannot be held liable for any loss or damage arising from your failure to keep your credentials secure.

4.3 One Account Per Business

Each Spark account is intended for a single business entity. Where you manage multiple business locations, please contact us at support@sparkloyalty.co.uk to discuss your requirements.

5. The Service

5.1 What Spark Provides

Spark provides merchants with a self-service platform to:

• create branded digital loyalty cards delivered via Apple Wallet and Google Wallet through our integration with PassKit;
• track stamps issued and rewards redeemed;
• view customer engagement data via a merchant dashboard;
• send wallet-native push notifications to customers; and
• access Push Agent, our AI-assisted messaging tool, on eligible plans.

5.2 Plan Features and Limits

The features available to you depend on your chosen subscription plan. Current plan details, pricing and limits are set out on our pricing page. We reserve the right to update our plans and pricing with reasonable notice to you.

5.3 Free Trial

We offer a 30-day free trial on all plans. No payment details are required to start a trial. At the end of the trial period, you may choose a paid plan or your account will revert to a limited free tier or be closed, as described at the point of sign-up.

5.4 Third-Party Services

The Service integrates with third-party platforms including Apple Wallet, Google Wallet, and PassKit. Your use of those platforms is subject to their own terms of service and privacy policies. Spark has no control over and accepts no responsibility for those third-party platforms.

6. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You must not:

• use the Service to send unsolicited, misleading, or deceptive messages to customers;
• use Push Agent or any messaging feature to send content that is offensive, discriminatory, or in breach of any applicable law;
• attempt to gain unauthorised access to any part of the Service, our systems, or the accounts of other users;
• use the Service to promote illegal products or activities;
• reverse engineer, copy, or redistribute any part of the Service without our written consent;
• use any automated means (bots, scrapers, or similar) to access the Service without our prior written permission; or
• do anything that would impose an unreasonable burden on our infrastructure or disrupt the Service for others.

We reserve the right to suspend or terminate your account immediately and without notice if we reasonably believe you are in breach of this section.

7. Your Customers and Their Data

7.1 Your Responsibilities as a Data Controller

When customers scan your loyalty card and their data is associated with your Spark account, you act as the data controller in respect of that personal data. Spark acts as your data processor. Your obligations as a data controller under UK GDPR and the Data Protection Act 2018 remain yours alone.

You are responsible for:

• ensuring you have a lawful basis to collect and process your customers' personal data;
• providing your customers with appropriate privacy information about how their data is used;
• responding to any requests from your customers to exercise their data rights; and
• ensuring any communications you send via Spark (including push notifications) comply with the Privacy and Electronic Communications Regulations 2003 (PECR) and all other applicable law.

7.2 Data Processing Agreement

Our Data Processing Agreement, which forms part of these Terms, sets out the basis on which we process personal data on your behalf. By accepting these Terms, you also agree to the terms of our Data Processing Agreement.

7.3 Push Notifications

You are solely responsible for ensuring that any push notifications you send to customers via Spark comply with PECR and UK GDPR. This includes obtaining appropriate consent and honouring any opt-out requests promptly. Spark may suspend your messaging access if we receive complaints or become aware of non-compliant communications.

8. Intellectual Property

8.1 Our IP

All intellectual property rights in the Spark platform, including its software, design, branding, and content, are owned by or licensed to Spark Loyalty Ltd. Nothing in these Terms transfers any of those rights to you.

8.2 Your Content

You retain ownership of any content you upload to the Service, including your business name, logo, and any images ("Your Content"). By uploading Your Content, you grant us a non-exclusive, royalty-free licence to use, store, and display it for the sole purpose of providing the Service to you.

You confirm that you have the right to upload Your Content and that it does not infringe the intellectual property rights of any third party.

8.3 Feedback

If you share ideas, suggestions, or feedback about the Service with us, we may use them freely without any obligation to you. You will not be entitled to any compensation for feedback you provide.

9. Payment and Billing

9.1 Subscription Fees

Paid plans are billed on a monthly or annual basis, as chosen at the time of sign-up. Prices are shown on our pricing page and are exclusive of VAT unless otherwise stated. You authorise us to charge your chosen payment method for the applicable fees on each billing date.

9.2 Annual Discount

A 20% discount is available on all plans when paid annually in advance. Annual fees are non-refundable except as set out in clause 9.4.

9.3 Price Changes

We may change our subscription prices. Where we do so, we will give you at least 30 days' written notice before the change takes effect. If you do not wish to continue at the new price, you may cancel your subscription before the change takes effect.

9.4 Refunds

We do not offer refunds for partial billing periods. If you cancel a monthly subscription, you will retain access until the end of your current billing period.

9.5 Late Payment

If a payment fails and is not resolved within 14 days of notification, we reserve the right to suspend access to your account until payment is made.

10. Term and Termination

10.1 Duration

These Terms apply from the date you create your account and continue until your account is closed or these Terms are otherwise terminated.

10.2 Termination by You

You may cancel your account at any time via the dashboard or by contacting us at support@sparkloyalty.co.uk. Cancellation takes effect at the end of your current billing period.

10.3 Termination by Us

We may suspend or terminate your account if:

• you breach these Terms and fail to remedy the breach within 14 days of written notice (or immediately in the case of serious breach);
• we are required to do so by law or a regulatory authority;
• you become insolvent, enter administration, or cease to trade; or
• we decide to discontinue the Service, in which case we will give you at least 30 days' notice.

10.4 Effect of Termination

On termination, your access to the Service will cease. We will retain your data for 90 days following termination, after which it will be deleted. You are responsible for exporting any data you need before termination takes effect.

11. Disclaimers and Limitation of Liability

11.1 Service Availability

We aim to keep Spark available at all times but we do not guarantee uninterrupted or error-free access. The Service is provided "as is" and "as available". We may need to carry out maintenance or updates from time to time, which may affect availability.

11.2 No Warranty

To the fullest extent permitted by applicable law, Spark makes no warranties, express or implied, in relation to the Service, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

11.3 Limitation of Liability

To the fullest extent permitted by law, Spark's total liability to you for any claim arising out of or in connection with these Terms or the Service shall not exceed the total fees paid by you to Spark in the three months preceding the event giving rise to the claim.

In no event shall Spark be liable for:

• any indirect, incidental, consequential, or special loss or damage;
• loss of revenue, profit, business, or goodwill;
• loss of data or data corruption; or
• loss arising from third-party systems including Apple Wallet, Google Wallet, or PassKit.

11.4 Nothing in These Terms Excludes

Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

12. Indemnity

You agree to indemnify and hold harmless Spark Loyalty Ltd, its directors, employees, and agents from and against any claims, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• your use of the Service;
• any breach of these Terms by you;
• Your Content; or
• any claim by your customers relating to your loyalty programme or any communications you send via Spark.

13. Changes to These Terms

We may update these Terms from time to time. Where we make material changes, we will notify you by email at least 14 days before the changes take effect. Your continued use of the Service after that date constitutes acceptance of the updated Terms. If you do not accept the changes, you may cancel your account before the new Terms take effect.

14. General

14.1 Governing Law

These Terms are governed by the laws of England and Wales. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14.2 Entire Agreement

These Terms, together with our Privacy Policy and Data Processing Agreement, constitute the entire agreement between you and Spark relating to your use of the Service and supersede any prior agreements or representations.

14.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

14.4 Waiver

Our failure to enforce any provision of these Terms shall not be construed as a waiver of our right to enforce it in the future.

14.5 Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations in connection with a merger, acquisition, or sale of assets.

14.6 Contact