Merchants Terms of Use

These Terms set out the legal agreement between you and Smart Points Limited, trading as LoyLap and Facilipay, a company incorporated under the laws of Ireland (company number 512270), with registered office at 6a Liberty Lane, Portobello, Dublin D08 FX66, Ireland ('LoyLap', 'Facilipay', 'The Company', 'we', 'our' or 'us'), governing your purchase, receipt and use of the Services and any Hardware and Materials. Our VAT number is 9831551D.

If you will be using the Services and/or purchasing Hardware and Materials on behalf of an organisation, you agree to these Terms on behalf of that organisation and you represent and warrant that you have the authority to do so. In such case, 'you' and 'your' will refer to that organisation.

You indicate your agreement to these Terms by registering your Merchant Account or purchasing Services.

We may make changes to these Terms from time to time for a variety of reasons including to reflect changes in Applicable Law, new product features, or changes in business practice. We will notify you of any material changes in a durable medium (for example, by email to your registered address) at least thirty (30) days before such changes take effect.

If you do not agree to the updated Terms, you may terminate these Terms by providing written notice to support@facilipay.io before the changes take effect. If you continue to use the Services after the changes become effective, you will be considered to have accepted those changes. Any purported amendment to these Terms by you will not bind us.

In these Terms, unless the context otherwise requires, all capitalised terms have the meaning given to them in Clause 25 (Definitions). The headings do not affect the construction or interpretation of these Terms. Words used in the singular include the plural and vice versa. Any reference to a statute, provision, order or regulation shall be construed as a reference to that statute or provision as extended, modified, replaced or re-enacted from time to time.

We will use reasonable endeavours to supply the Services: (i) in accordance with these Terms and Applicable Law in Ireland; (ii) with reasonable care, skill and diligence; and (iii) using skilled, experienced and qualified personnel.

While we strive to ensure the continuous availability of The Platform, there may be times where we have to undertake scheduled or unscheduled maintenance. You acknowledge and accept that our Applications and our Websites and the Services may not be available at all times. We will use reasonable endeavours to provide advance notice of scheduled maintenance.

We are not responsible for any delays, delivery failures or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Platform may be subject to limitations, delays and other problems inherent in such communications facilities.

Our provision of the Services is on a non-exclusive basis. Nothing in these Terms prevents us from providing the Services or any other services to any other person.

Merchant support is available for the duration of your subscription from 09:00 to 22:00 IST Monday to Friday and 09:00 to 17:00 IST Saturday, via email at support@facilipay.io and/or through the live-chat feature on our Website and Merchant App.

Telephone support is available for: Ireland: 01 4370 604 | United Kingdom: 02082 438531 | United States and Canada: 800-975-0122.

Depending on the Services you have subscribed for, and where agreed in writing, you may be entitled to additional support outside standard support hours.

We reserve the right to modify, suspend or discontinue our Platform and/or any features of the Services at any time at our discretion. Where we discontinue a core feature, we will provide at least thirty (30) days' notice. This is without prejudice to your right of termination as provided in these Terms.

By agreeing to these Terms, and as a condition of your use of our Platform, you represent and warrant to us that you: (i) are at least eighteen (18) years of age; (ii) are eligible to register for and use a Merchant Account; (iii) are authorised to conduct business in the jurisdiction in which you are using the Services; and (iv) have the right, power and legal capacity to enter into and perform your obligations under these Terms.

Verification and Compliance: We may require you to provide information and documentation to verify your identity, business, ownership structure, or use of the Services. We may suspend, restrict or terminate your access to the Services if you fail to provide requested information, if we are unable to verify your identity or business activities, or if we reasonably suspect unlawful, fraudulent or prohibited activity.

You must register for and maintain a valid Facilipay Merchant Account. All information provided must be accurate, true and complete. You must treat your username, password and any other security credentials as confidential. You are solely responsible for all activity carried out under your Merchant Account.

You represent and warrant that you will not conduct or facilitate any Transaction, Loyalty Program, Campaign or use of the Services for any unlawful purpose, to commit fraud, in connection with activity that may endanger health or life, without holding required permits, in a way that could bring The Company's brand into disrepute, or to promote, market or sell immoral or distasteful goods or services (each a 'Prohibited Activity').

You are solely responsible for ensuring that all Transactions, Online Ordering, Campaigns, Loyalty Programs and associated Rewards comply with these Terms and Applicable Law, including tax law, consumer laws, data protection and privacy laws, advertising laws, food and product safety laws.

You acknowledge and agree that The Company is not and shall not be a party to any Transactions or the contractual relationship between you and any Member.

Facilipay has branch level functionality such that multi-location merchants can see and manage all of their locations within the Platform. Where you operate more than one Premises which have separate legal ownership, you may register a separate Merchant Account for each Premises.

Where you operate as a franchisee, you represent and warrant that you have the authority from your franchisor to operate a Merchant Account and use the Services at your Premises. Facilipay is not party to any franchise arrangement and accepts no liability arising from such arrangements.

Franchise groups or parent organisations wishing to manage multiple Merchant Accounts under a single commercial arrangement should contact us at support@facilipay.io.

You will be asked to provide a Business Name, Business Logo and images of your Premises. You shall use reasonable endeavours to ensure that all Content is at all times current, accurate, true and complete.

You represent and warrant that you own all Intellectual Property Rights in and to any Content you upload, or you have acquired all licences and permissions necessary, and that use of the Content does not infringe any third party rights.

For any Content that you upload, you grant The Company a non-exclusive, royalty-free, fully paid-up, perpetual, transferable and sub-licensable right to use, reproduce, modify, adapt, publish, distribute, publicly perform and publicly display that Content throughout the world in any media, in order to provide and promote the Services.

We are not obliged to monitor or moderate Content. We may remove or edit any Content at our discretion.

We may supply Hardware and Materials to you in accordance with your order and these Terms. Risk in Hardware passes to you upon delivery. Title in Hardware passes to you upon payment in full.

Hardware supplied by Facilipay is warranted to be free from material defects in materials and workmanship for a period of twelve (12) months from the date of delivery (the 'Warranty Period'), subject to standard exclusions for misuse, accident, neglect, unauthorised modification, normal wear and tear, or use contrary to our instructions.

To make a warranty claim, contact us at support@facilipay.io within the Warranty Period with details of the defect and proof of purchase. We will, at our option, repair or replace defective Hardware. If repair or replacement is not reasonably practicable, we will provide a refund of the original purchase price.

Where a POS device or other Hardware ceases to function due to a fault attributable to Facilipay, we will use reasonable endeavours to provide a replacement device or temporary workaround within five (5) Business Days of receiving notice.

The fees payable for the Services are as set out in our pricing schedule on our Website at www.facilipay.io/pricing, or as otherwise agreed in writing ('Fees'). Facilipay reserves the right to update its pricing schedule with at least thirty (30) days' notice to existing subscribers.

Facilipay fees can comprise SaaS subscription fees, Facilipay transaction percentage fees, and payment network connection fees. Fees are billed in arrears on a recurring basis. Your subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your Merchant Account.

Fees are payable on the Payment Date. You must have a valid payment card or bank account associated with your Merchant Account. If we are unable to collect Fees, you must pay outstanding amounts within thirty (30) days otherwise we may suspend your access to the Services.

For Merchants who pay via direct bank payment services such as ACH or PAD, a payment failure will incur a charge of 4% of the invoice or €15 (or local currency equivalent) whichever is greater.

In the event of late payment, we may require you to pay interest at the rate of 8% per annum, compounded monthly from the due date until payment in full.

If you initiate a chargeback in respect of any Fees, we will deem you to have cancelled your subscription as of the date that the original payment was made, and we may suspend or cancel your access to the Services.

All Fees are exclusive of VAT. You are responsible for payment of all applicable taxes.

Online Ordering: You are solely responsible for the accuracy of your menu, product listings, pricing, availability and fulfilment of orders. Facilipay acts only as a technology intermediary.

Gift Cards: You are solely responsible for compliance with applicable laws governing the issuance, redemption and expiry of gift vouchers. Facilipay is not responsible for unredeemed Gift Card balances.

Experiences and Vouchers: You are solely responsible for ensuring that the experience or service can be delivered as described, and for providing refunds or alternative arrangements if you are unable to deliver.

Self-Checkout: You are responsible for ensuring pricing accuracy at Self-Checkout terminals and for compliance with consumer law.

Bundles: You are responsible for ensuring that goods or services in pre-purchased Bundles are available for redemption as described.

Campaigns: You are responsible for accuracy of all campaign terms, rewards offered and fulfilment of commitments made to Members through Campaigns.

Each party shall comply with its respective obligations under Applicable Data Protection Law, including the GDPR and the Data Protection Acts 1988–2018 (Ireland).

Facilipay acts as a Data Controller in respect of the Member data it collects and processes to provide and administer the Services; you act as a Data Controller in respect of the Member data you access through the Services for your own business purposes.

Once data is exported from the Facilipay platform, it is your sole responsibility to store and manage that data securely in accordance with Applicable Data Protection Law.

Security Incidents: In the event Facilipay becomes aware of a confirmed security incident affecting the Services, we will notify you without undue delay and in any event within seventy-two (72) hours, in accordance with our obligations under GDPR Article 33.

As between you and The Company, all Intellectual Property Rights in and to the Services, the Merchant App, the Website, and all software, technology, data, analytics and content developed or provided by Facilipay, are and shall remain exclusively owned by The Company.

We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services during the term of your subscription, solely for your internal business purposes.

You shall not copy, modify, reverse engineer, decompile or create derivative works of any part of the Services; attempt to access the source code; sublicence or transfer your rights; or use the Services to build a competing product or service.

Each party agrees to keep confidential all Confidential Information received from the other party and not to disclose such information to any third party without prior written consent, except as required by law.

Each party shall use the other party's Confidential Information only for the purposes of performing its obligations or exercising its rights under these Terms.

The confidentiality obligations shall survive termination of these Terms for a period of three (3) years.

Nothing in these Terms excludes either party's liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability which cannot be excluded by Applicable Law.

The Company's total aggregate liability to you under these Terms shall not exceed the total Fees paid by you to The Company in the twelve (12) months immediately preceding the event giving rise to the claim.

Neither party shall be liable for loss of profits, business, contracts, revenue, anticipated savings, goodwill or reputation; or indirect, special or consequential loss.

You acknowledge that The Company is not the seller of goods or services supplied by you to Members.

Neither party shall be liable for any delay or failure to perform its obligations to the extent caused by a Force Majeure Event, provided the affected party notifies the other and uses reasonable endeavours to mitigate.

If a Force Majeure Event continues for more than sixty (60) days, either party may terminate these Terms by providing written notice, without liability save for fees already paid or accrued.

Either party may terminate these Terms by providing thirty (30) days' written notice, or by closing your Facilipay account within the Platform.

Either party may terminate immediately if the other commits a material breach incapable of remedy, fails to remedy a breach within fourteen (14) days of notice, enters insolvency or analogous proceedings, or ceases to carry on business.

We may suspend, restrict or terminate your Merchant Account where you have breached these Terms, engaged in dishonest or unlawful activity, conducted a Prohibited Activity, where required to comply with Applicable Law, or where you fail to provide information for verification or compliance.

We may suspend access without prior notice where reasonably necessary to prevent fraud or security breaches, comply with Applicable Law, or protect the integrity of the Services.

You may challenge any suspension or termination by contacting us at support@facilipay.io. We will handle complaints in a timely, diligent and non-discriminatory manner.

Upon termination, all licences shall cease, you shall pay any outstanding Fees, each party shall return or destroy the other's Confidential Information on request, and Member data will be subject to our data retention policy.

You agree not to use the Services in any manner that violates Applicable Law; constitutes a Prohibited Activity; involves scraping or mining data without prior written consent; involves uploading Prohibited Material; interferes with the integrity of the Services; attempts unauthorised access; or involves impersonating another person or entity.

You agree not to launch any automated system that sends more requests to Facilipay's servers than a human can reasonably produce using a conventional browser.

You may be offered Third Party Services through the Merchant App or Website. If you use any Third Party Services, you are responsible for reviewing and understanding their terms of use. Facilipay is not responsible for the performance of such Third Party Services.

The Website may contain links to third party websites for convenience. The inclusion of any link does not imply approval, endorsement or recommendation by LoyLap.

You agree that Facilipay may provide notices and other information regarding the Services electronically, including disclosures required by law. Your electronic signature on agreements has the same legal effect as if signed in ink.

Facilipay may send communications, billing statements, amendments, notices, and other disclosures via email to your registered email address or by access to a designated website.

Electronic Disclosures have the same meaning and legal effect as paper Disclosures. It is your responsibility to ensure that your registered email address is kept accurate and up to date at all times.

Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the Prevention of Corruption Acts 1889 to 2010 (Ireland); not engage in any activity that would constitute an offence under such laws; and promptly notify the other party of any breach or suspected breach.

Severability: If any provision is judged invalid, illegal or unenforceable, it shall be severed from the Terms, which shall otherwise remain in full force and effect.

Entire Agreement: These Terms, together with our Privacy Statement, any Data Processing Agreement and any order form, constitute the entire agreement between the parties.

No Waiver: No failure or delay in exercising any right or remedy shall constitute a waiver.

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

Notices: All notices shall be in writing. Notices to LoyLap shall be sent to support@facilipay.io or our registered address. Notices to you shall be sent to your registered email address.

Governing Law and Jurisdiction: These Terms shall be governed by the laws of the Republic of Ireland. Each party agrees to submit to the exclusive jurisdiction of the courts of Ireland.

Where Members prepay funds to your Merchant Account (for example, through Gift Cards, Bundles, or top-up accounts), those funds represent a liability owed by you to your Members.

Facilipay acts solely as a technology intermediary and does not hold prepaid funds on behalf of Members. Facilipay accepts no liability for any failure by you to honour prepaid balances or Experiences.

In the event of your insolvency, closure or cessation of business, Members who have prepaid funds will have a claim against you (not Facilipay) as an unsecured creditor. You are strongly advised to maintain adequate reserves to cover outstanding prepaid balances.

If you provide us with any suggestions, recommendations or other feedback relating to the Services ('Feedback'), you grant us a royalty-free, irrevocable, perpetual, worldwide licence to use and incorporate such Feedback into the Services, without any obligation to compensate you.

Previous versions of these Merchant Terms of Use are available on request by contacting support@facilipay.io.

Capitalised terms used in these Terms have the meanings set out in this clause, including 'Applicable Law', 'Applicable Data Protection Law', 'Business Day', 'Campaign', 'Confidential Information', 'Content', 'Fees', 'Force Majeure Event', 'GDPR', 'Hardware', 'Intellectual Property Rights', 'Member', 'Merchant', 'Merchant Account', 'Personal Data', 'Platform', 'Premises', 'Prohibited Activity', 'Rewards', 'Services', 'Transaction', and 'Website'. Full definitions are available on request from support@facilipay.io.