Merchant Services Agreement

This Merchant Services Agreement ("Agreement") is entered into between SkyL4rk PTY LTD, registration number 2018/043553/07, trading as LocalLoyalty ("LocalLoyalty", "we", "us"), and the business entity or sole trader registering a merchant account on the LocalLoyalty platform ("Merchant", "you").

By completing the merchant registration process and ticking the acceptance checkbox, you confirm that you have the authority to bind your business to this Agreement and that you agree to its terms in full.

1. Definitions

• Platform — the LocalLoyalty mobile application, merchant dashboard, and related APIs and services.
• Programme — a digital loyalty card programme created by the Merchant on the Platform.
• User — an end-user who downloads the LocalLoyalty app and participates in a Programme.
• Stamp Event — the digital recording of a qualifying interaction between a Merchant and a User that results in a stamp being added to the User's card.
• Reward — the benefit offered by the Merchant to a User upon completing a Programme card.
• Gift Card Balance — real monetary value loaded onto a User's gift card via an online top-up.
• Platform Fee — the percentage of each fiat top-up transaction retained by LocalLoyalty, as configured per Programme by LocalLoyalty and communicated to the Merchant under the SLA schedule.

2. Services Provided

Subject to this Agreement and payment of any applicable fees, LocalLoyalty will provide the Merchant with:

• Access to the merchant dashboard to create and manage loyalty Programmes.
• Digital stamp issuance via merchant QR code, customer QR code, and receipt token flows.
• Listing of active Programmes in the LocalLoyalty app Discover feed, subject to approval.
• Push notification capability for Specials and promotions (where available).
• Access to analytics, member data, and redemption records relating to the Merchant's own Programmes.
• Gift card and credit balance infrastructure, subject to payment gateway setup (see clause 6).

3. Merchant Obligations

The Merchant agrees to:

• Provide accurate and complete information during registration and keep it up to date.
• Honour all Rewards as described in the applicable Programme without substitution, withdrawal, or unreasonable conditions not disclosed to Users at the time of participation.
• Only issue stamps in respect of genuine qualifying purchases or interactions as defined in the Programme.
• Not manipulate, fabricate, or automate Stamp Events, and not instruct staff or third parties to do so.
• Comply with all applicable South African law, including the Consumer Protection Act 68 of 2008, the Protection of Personal Information Act 4 of 2013 (POPIA), and the Electronic Communications and Transactions Act 25 of 2002 (ECTA).
• Ensure that any Reward advertised is available and can be fulfilled when redeemed in good faith by a User.
• Keep dashboard login credentials secure and notify LocalLoyalty immediately at support@localloyalty.co.za if unauthorised access is suspected.
• Not use the Platform to promote unlawful, misleading, or harmful products or services.

4. Fees and Billing

• Stamp-based Programmes are provided free of charge. There are no monthly fees for Merchants operating standard stamp loyalty Programmes.
• Spend-based and cashback Programmes (credit balance type) are subject to the Growth plan fee, as set out on the Pricing page and agreed at the time of activation.
• Gift card top-up transactions are subject to a Platform Fee, the rate of which is set per Merchant Programme by LocalLoyalty under a separate SLA schedule. The current rate applicable to your Programme(s) is visible in the LocalLoyalty admin console. LocalLoyalty reserves the right to adjust the Platform Fee with 30 days' written notice.
• LocalLoyalty uses PayFast as its payment processor. The Merchant acknowledges that PayFast's own transaction fees apply in addition to the Platform Fee.
• All amounts are in South African Rand (ZAR) unless otherwise stated.

5. Intellectual Property

• The Merchant retains ownership of its own branding, logos, and content uploaded to the Platform.
• By uploading content, the Merchant grants LocalLoyalty a non-exclusive, royalty-free licence to display that content on the Platform and in promotional materials for the LocalLoyalty service.
• LocalLoyalty retains all rights to the Platform, its codebase, design, and underlying technology.

6. Gift Cards and Fiat Balances

• Gift card functionality requires the Merchant to connect a valid PayFast merchant account in the dashboard settings.
• Until a PayFast account is connected, online top-up by Users is disabled. The Merchant may still load balances for Users manually in-store.
• Unspent Gift Card Balances are held by LocalLoyalty on behalf of the User. The Merchant is responsible for honouring the value of any Gift Card Balance presented for redemption in good faith.
• LocalLoyalty does not guarantee the availability of funds in the event of Merchant insolvency or account termination. Upon termination, LocalLoyalty will make reasonable efforts to notify affected Users.
• The maximum top-up per transaction is subject to the per-Programme cap set by the Merchant (default R1,000; maximum R25,000).

7. Data and Privacy

The Merchant's obligations regarding personal data are set out in the accompanying Data Processing Agreement, which forms part of this Agreement.

8. Suspension and Termination

• LocalLoyalty may suspend or terminate the Merchant's account immediately and without notice if the Merchant breaches this Agreement, engages in fraudulent activity, or causes harm to Users or the Platform.
• LocalLoyalty may suspend or terminate the Merchant's account with 7 days' written notice for any other reason, including commercial reasons.
• The Merchant may terminate this Agreement at any time by closing their account. Outstanding obligations to Users (including unspent Gift Card Balances) survive termination.
• Upon termination, the Merchant's Programmes will be removed from the Discover feed and no further Stamp Events will be recorded.

9. Limitation of Liability

• LocalLoyalty is a technology platform and is not responsible for the quality, fitness, or availability of any Merchant's Rewards or products.
• To the maximum extent permitted by South African law, LocalLoyalty's aggregate liability to the Merchant for any claim arising under or in connection with this Agreement shall not exceed the total Platform Fees paid by the Merchant to LocalLoyalty in the three months preceding the claim.
• LocalLoyalty shall not be liable for indirect, consequential, or punitive damages, loss of profit, or loss of goodwill.
• Nothing in this Agreement excludes liability for fraud, gross negligence, or any matter that cannot legally be excluded under South African law.

10. Warranties and Disclaimer

• LocalLoyalty provides the Platform on an "as is" and "as available" basis. We do not warrant uninterrupted or error-free operation of the Platform.
• We will make reasonable efforts to maintain Platform uptime and to notify Merchants of planned maintenance.
• The Merchant warrants that it has the legal right to offer the Rewards described in its Programmes and that doing so does not violate any applicable law.

11. Amendments

LocalLoyalty may amend this Agreement from time to time. We will notify Merchants by email to their registered address at least 14 days before material changes take effect. Continued use of the Platform after the effective date of an amendment constitutes acceptance of the updated Agreement.

12. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Republic of South Africa. Any dispute arising from this Agreement that cannot be resolved by good-faith negotiation will be referred to the jurisdiction of the South African courts, without prejudice to either party's right to seek urgent relief.

13. Entire Agreement

This Agreement, together with the Data Processing Agreement and Acceptable Use Policy, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior representations, arrangements, and understandings.

14. Contact

For questions regarding this Agreement, contact us at legal@localloyalty.co.za or at:

SkyL4rk PTY LTD · LocalLoyalty
Registration: 2018/043553/07
legal@localloyalty.co.za