Terms of Contract
Applies to: Loyall Loyalty+
1. Background and Delivery
The standard terms and conditions for Loyall Loyalty+ govern the relationship between Loyal AS ("Supplier") and Customer, ("Customer"). The agreement regulates the Customer's use of the Supplier's software and related services (hereinafter referred to as the "Software"). Immediately after entering into the agreement, the parties shall jointly establish a plan for the maximum and earliest possible establishment and dissemination of the Customer's bonus program. The parties are committed to facilitate the conditions so that tasks to be performed by the other party can be performed in accordance with the contract.
1.1. The Supplier is obligated to:
1.1.1. Establish and operate a dedicated bonus program for the Customer.
1.1.2. Provide interfaces and/or APIs for registering End Customers.
1.1.3. Make available an interface and/or API for displaying purchase transactions and calculated earned bonuses for End Customers.
1.1.4. Provide interfaces and/or APIs for the use of End Customers' earned bonuses.
1.1.5. Provide interfaces and/or APIs for displaying gift cards and offers to End Customers.
1.1.6. Provide interfaces and/or APIs for maintaining End Customers for the Customer.
1.1.7. Facilitate the transfer of member data and purchase history in the bonus program to the Customer.
1.1.8. Maintain the bonus program's member database according to the agreed plan.
1.1.9. Provide the Customer with adequate training in the Supplier's bonus administration system and other information that the Customer may need to carry out its tasks.
1.1.10. Establish support functions for telephone and internet in accordance with the operational agreement in Appendix 1.
1.1.11. Register and publish the Customer's stores/providers in the bonus program on behalf of the Customer.
1.1.12. Register offers and gift cards on behalf of the Customer in accordance with the Supplier's price list.
1.1.13. Participate in other activities to the extent desired by the Customer, according to the Supplier's price list.
1.1.14. Carry out the assignment in accordance with the description and in accordance with the agreed professional standard and schedule.
1.1.15. Continuously suggest improvements to the concept.
The current price list is available under section 2.0.0.
1.2. The Customer is obligated to:
1.2.1. Provide necessary resources to establish the loyalty program and make necessary decisions in accordance with the agreed-upon schedule.
1.2.2. Appoint a dedicated project manager who will handle communication with the Supplier, as well as assist in further development of the cooperation and ensure ongoing follow-up with all parties involved. Actively promote the offer/bonus program to all of the Customer's customers through all available channels, ensuring that such promotion provides necessary information that participation in the Customer's bonus program/customer club also entails participation in the Supplier's bonus program.
1.2.3. Ensure necessary training so that stores/providers/employees understand the purpose of the bonus program, and how it works in practical use.
1.2.4. Continuously inform and provide changes to the Supplier regarding stores/providers' BAX and terminal numbers, as well as changes in bonus levels.
1.2.5. Keep the Supplier informed of any issues related to ongoing engagement and any other internal/external factors that should be understood to have an impact on the cooperation or the Supplier's ability to deliver in accordance with this agreement.
2. Copyright to the Software
The Supplier holds the copyright, or necessary usage rights, to the Software, or has an agreement with other copyright holders to the extent that the Software contains source code that the Supplier does not have the rights to. The Supplier owns the technology and all other materials developed in connection with the establishment and operation of the Customer's bonus program, except for what the Customer pays for and which is agreed in writing to be the Customer's property. For the purposes of support and copyright, the bonus program shall indicate that the system is operated by the Supplier and with at least the following text in all communication with End Customers: "© Loyalty program powered by Loyall".
3. License to use the software
3.1. Right of use and the Customer's responsibility for installation and use
The Supplier grants the Customer a non-transferrable, non-sublicenseable, and non-exclusive, time limited license to use the Software for its internal business purposes under the terms and conditions set forth in the Agreement. The Software may only be used by the Customer. It is the Customer's responsibility to ensure that any user of the Software has received sufficient training and is competent to use the Software. The Customer is solely responsible for its employee's breaches of the Agreement. To the extent that the Customer grants external consultants access to the Software, it is the Customer's responsibility to ensure that the consultant is sufficiently competent to use the Software. All terms and conditions under the Agreement apply to external consultants as they do to the Customer and its employees. The Customer is responsible for external consultant's breaches of the Agreement. When the Agreement is terminated or resignation takes effect, the Customer's license to the Software will expire. Upon termination of the agreement, the Customer has the right to have its customer data stored in the Supplier's standard format, and the Program Administrator has the option to receive such a file via en electronic channel with two-factor authentication. Integration of the Software on the Customer's website, against 3rd party APIs or other marketing channels is the responsibility of the Customer.
3.2. Maintenance of the Software
The Customer's right to use the Software under the agreement includes the right to use the latest version of the Software. The Supplier is only obligated to support the latest version of the Software.
3.3. Documentation and storage media
All documentation, including manuals, user guides, and other written and electronic representations of how the Software is used by an End User (hereinafter "Documentation"), is considered part of the Software and is subject to the same limitations with respect to copyright, etc. The Documentation is available to the Customer as part of the Software.
3.4. Limited warranty
The Supplier guarantees that the Software will substantially perform the functions as described in the Documentation. The Customer understands that the Software is a complex product under continuous development, and that it will therefore never be entirely free of errors. Maintenance agreement is therefore a condition for the limited warranties in the Agreement. The limited warranty does not cover errors or defects in the delivery of integrations third-party vendors, or those resulting from external conditions such as power outages, lightning strikes, irregular power supply, static influences on the operating environment, etc. The limited warranty only covers the latest available version/release of the Software.
4. Breach of contract and liabilities
If the Software does not function in accordance with the Agreement, the Customer shall notify the Supplier within a reasonable amount of time, stating in writing what the defect consists of. The Supplier shall at its own expense rectify verified defects or deficiencies in the Software, unless the defect is due to circumstances for which the Supplier is not responsible.
Either Party may terminate this Agreement with immediate effect if the other Party significantly breaches its obligations as set forth by this Agreement. In the event of a significant breach, the Party wishing to assert a claim shall notify the breaching Party and request that it be rectified within 1 month. If the matter is not rectified within the aforementioned 1 month period, the asserting Party may assert the claim and terminate the Agreement by means of a termination notice. The termination notice shall be in writing. The Parties agree that the following circumstances shall always be considered as a significant breach:
a. Breach of confidentiality or non-disclosure in accordance with the Agreement;
b. that a Party suspends its payments, enters into debt negotiations, is subject to bankruptcy proceedings, or is otherwise unable to fulfill its financial obligations;
c. that a Party acts in violation of the other Party's current guidelines for trademark use or otherwise markets the relevant services in violation of applicable regulations or provisions of this Agreement; and/or
d. that a Party profiles the other Party or its services in a negative or unfavorable manner. Any payment default exceeding 14 days after the due date shall always be considered a significant breach. Any payment default entitles the Supplier to suspend the service until payment is received.
4.3. Liability and Limitation of Liability
In the event of a breach, a Party may claim compensation for documented financial losses that it could reasonably have foreseen as a possible consequence of the breach (direct losses). Neither Party shall be liable for the other Party's indirect losses. Indirect losses includes, among others things, losses caused by service interruption, losses caused by the service not being used as intended, and losses caused by data being damaged or lost. The Supplier's total liability for damages shall in any event be limited to the lowest amount of "The total consideration for the service in question paid during the last 6 months prior to the breach".
The Supplier holds the copyright to the Software, and thus the exclusive right to copy and make it available to third parties. The Customer shall not sell, distribute, rent, lease, or transfer the Software to any third party. The Customer shall not copy, modify, disassemble, or decompile the Software or any part thereof. If the Customer infringes these rights, and the Supplier suffers a loss as a result of the infringement, or the Customer gains an unjust benefit, the Supplier may demand that the Customer compensate and indemnify the Supplier for any direct and indirect losses resulting from this. The Supplier has the right, at its own expense, to intervene in any dispute or legal action in which a third party claims that the Customer's use of the Software under this Agreement violates the third party's patent, copyright, or other intellectual property rights.
6. Presentation for marketing purposes
The Customer agrees that the Supplier may refer to the Customer's use of the Software in marketing activities, sales presentations, and customer case studies unless otherwise agreed.
The BonusID is the Supplier's common member identification across all bonus programs provided by the Supplier to all its customers. With BonusID, End Customers can add debit/credit cards to one bonus program and then earn bonus points in all bonus programs they actively participate in, as well as the ability to access digital receipts where Loyall has this service available.
9. Membership with the Supplier
members who register in the Customer's bonus program also become members of the Supplier's bonus programs in accordance with the membership terms. The Supplier may also market services and goods to members in addition to the Customer. The Customer's store departments are also registered in the Supplier's bonus program and provide rewards on the same terms as the Customer's own bonus program. The Supplier is thus both a data processor and a data controller. The Customer is the data controller to the extent permitted by the Data Processing Agreement.
10. Intellectual property rights, trademarks
The Parties shall not exploit the other Party's trademark rights or other intellectual property rights to a greater extent than what follows from this Agreement without the other Party's prior written consent. Any use of the other Party's intellectual property rights shall be in accordance with the other Party's current guidelines and instructions. The Agreement is binding only between the Parties, and none of the Parties may enter into other agreements in connection with this agreement with binding effect for the other Party.
11. Products, Services, Price, Price adjustment, Payment and Payment terms
The products and services included in this Agreement are further described in Appendix 1. Prices are stated in section 2.0.0. (appendix 1). Prices in section 2.0.0. (appendix 1) are adjusted annually according to SSB's official figures for the consumer price index. Ongoing costs are invoiced in arrears per month starting from when the solution is set up and made available to the Customer. Services are invoiced upon delivery. Payment is due 14 days from the invoice date. In case of late payment, the Customer shall pay a late payment interest in accordance with the Late Payment of Commercial Debt (Interests) Act (Forsinkelsesrenteloven), in addition to any other costs incurred in connection with late payment. The Supplier shall at all times be able to present to the customer and providers in the program the underlying documentation for calculating compensation owed by the Customer. At the end of each year, the Customer has the right, at its own expense, to ask its auditor to review the data provided by the Supplier. Apart from this, the Parties shall bear their own costs associated with the implementation of this Agreement. Exempt from this is any travel expenses related to service trips specifically imposed on the Supplier by the Customer that would not normally be included in the Supplier's tasks and responsibilities under this Agreement.
12. Operation of the Software
The Supplier provides the Software as a SaaS (rental) solution. The Supplier is responsible for the operation of the Software, and shall offer operational and support services in accordance with agreed uptime and availability of the Software. These services are explained in further detail in Appendix 1.
13. Transfer of Agreement
The Customer is not entitled to transfer this Agreement to other legal entities without the prior written consent of the Supplier. Such consent shall be granted unless the Supplier has reasonable grounds to object to the transfer.
14. Confidentiality, non-disclosure
The Parties are obligated to show loyalty to each other so that neither party risks financial losses or negative publicity. The Parties shall treat all written and oral information about the Parties, which is not made generally available to third parties, as confidential. Such information shall only be given to third parties after obtaining written consent from the other Party. The Parties shall take necessary precautions to ensure that unauthorized persons do not have access or become acquainted with confidential material or information. Without prior written consent from the Supplier, the Customer shall not disclose information about the Software to any third party who has competing interests with the Supplier's products and services. If the Customer violates this provision and the Supplier suffers financial losses as a result the breach, the Supplier may demand that the Customer compensate for any loss resulting from this. The Parties are obligated to maintain confidentiality provisions even after the termination of this Agreement. The confidentiality obligation also applies to the Customer's employees and consultants. To the extent necessary to give any subcontractors or other third parties access to confidential information, such third party shall be subject to a duty of confidentiality at least as stringent as the Party's own under this Agreement. If a Party is unsure whether it is necessary to provide third parties with access to confidential information, the Party shall first consult the other Party. The Parties may not use or disclose for purposes other than the fulfillment of this Agreement: Databases, agreements, business models, or trade secrets, etc., that the parties themselves develop or become aware of in their work within the bonus program. The duty of confidentiality shall not prevent disclosure of confidential information where this is required or necessary for a Party to exercise its rights or fulfill its obligations under this Agreement. Confidential information can only be used for the purpose for which it was received and only to the extent necessary to achieve that purpose. The Parties are not prevented by the confidentiality obligation from providing information to public authorities in accordance with the law, administrative decision or order from a competent court.
15. Duration and termination of the agreement
The customer's commitment period is either 12, 24, or 36 months. The agreement comes into effect from the date of signing and continues until it is terminated by one of the parties, with automatic renewal every month. Either party can terminate the agreement in writing with at least 3 calendar months' notice. Upon termination, the customer is obliged to pay for the remaining months of any current commitment, as well as the monthly amount during the notice period. To view our standard cancellation procedure, please click here.
16. Force majeure
If the execution of the Agreement is wholly or partially prevented, or substantially hindered by circumstances beyond the control of the Parties, the Parties' obligations shall be suspended to the extent and for the duration of the relevant circumstances. Such circumstances include, but are not limited to, strikes, lockouts, and any event that, under Norwegian law, would be deemed as force majeure. However, each Party may terminate the Agreement with one month's notice if the force majeure event makes it unduly burdensome for them to maintain the Agreement. In connection with force majeure situations, the Parties have a mutual obligaiton to provide each other with relevant information that may be of significance to the other Party. Such information shall be provided as soon as possible.
17. Scope of the Agreement
This Agreement, together with appendices, constitutes the entire Agreement between the Customer and the Supplier. Any changes or additions shall be approved in writing by both Parties. The provisions of this Agreement supersede any conditions or terms that have been presented but are not included in this agreement text.
18. Jurisdiction, Choice of Law, and Venue
This Agreement is governed by and shall be interpreted in accordance with Norwegian law. The Parties agree that the exclusive venue for any disputes arising under or in connection with this Agreement shall be the Bergen District Court. The Parties agree to seek an amicable resolution through negotiations before resorting to litigation.
3.0.0. Operation and Availability
1.0.1. The Supplier is responsible for the operation of the Software. Operation services include support hotline, techincal operation, adn maintenance, including backup, operational error correction, and availability. The responsibility does not include system administration of the Customer's software or maintenance of the Customer's data.
The Supplier shall seek to prevent unauthorized access to the database server containing the Customer's solution in accordance with industry best practices. The Supplier's security solutions are continuously updated.
1.0.3. Data Backup
The Supplier shall ensure the backup of the Customer's data according to the described procedures. Certain parts of the operation services may be unavailable to the Customer during the backup process. The backup procedures are as follows:
|Daily backup||7 days a week||System, application and database files||4 weeks|
1.0.5. Support Services
The Supplier provides its operational support center for reporting errors and technical operational support. Technical operational support involves receiving and handing issues related to login, access to the Customer's solution, response times, or other matters related to operational services provided by the Supplier. Access to the operational support center is available from 08:30 to 16:00 on business days unless otherwise stated in the appendix covering products and services, which represents the standard offering. The Supplier's operational support center will respond to inquiries as quickly as possible within the agreed support hours. User support is provided via telephone and email. The waiting time may vary depending on the time of day and number of inquiries.
This overview is intended to compliment the price overview in the standard agreement setup, and additional services (add-ons) from Loyall Marketplace. The prices below define the type of activity and the corresponding cost. Costs are differentiated into one-time costs, operational costs, cost per action, and hourly rate.
|Type of activity||One-time cost||Operational costs||Cost per action||Hourly rate|
|Technical development||According to agreement||According to agreement||NOK 1290,-|
|Technical support||According to agreement||NOK 1290,-|
|Marketing support||According to agreement||NOK 1290,-|
The Supplier undertakes, in consultation with the Customer, the establish Service Level Agreements (SLAs) for all areas of importance to the delivery and the Customer's and their customers' use of the solution. Changes to the SLA levels shall be agreed upon by the Parties and may affect the pricing of the services.
3.0.1. Customer's obligations
The Customer shall have a minimum of one (1) person in the role of the Software's System Administrator (SA). The SA shall have all relevant information about the Customer's use of the Software. The SA shall have undergone at least one SA training in system setup and operation of the Software. The SA shall be the Customer's point of contact with the Software's HelpDesk for reporting errors, submitting cases to the HelpDesk, asking questions, updating new versions/releases, etc. The Customer's other users hall use the SA as the point of contact with Loyall. The Customer undertakes to provide adequate resources with relevant competence for first-line support.
HelpDesk online: All inquires shall be sent to email@example.com. The Supplier shall respond to open inquires as quickly as possible. Id this is not due to a software error, it will be invoiced according to the prices in section 2.0.0 (Appendix 1). The Supplier shall initiate error correction as soon as possible, and no later than the deadlines specified for the different error categories.
|a||Critical errors||24 hours|
|b||Serious errors||48 hours|
|c||Non-critical errors||As a part of the Software's general development.|
3.0.3. User support via telephone, email, or chat.
The Customer has the right to use the Supplier's user support via telephone. This will be invoiced according to the prices in section 2.0.0 (Appendix 1). Ordered tasks from the Customer will be invoiced at the standard hourly rate of 1290 NOK, as stated in section 2.0.0 (Appendix 1) or according to a separate agreement.
Availability is measured in terms of uptime, where uptime is defined as the period during which the Customer's solution is accessible via the Internet within the agreed-upon operational support timeframe. The definition does not include planned and notified downtime or circumstances beyond the Supplier's control, including but not limited to, natural disasters, sabotage, strikes, failures in public power supply, telecommunications networks, internet access, or other third-party services/third-party integrations that the Supplier has no control over. A minimum availability guarantee of 99.0% is provided, measured annually.
3.0.5. Refund for lack of availability
In the event of a lack of availability covered by the availability guarantee, the Customer can request a proportional refund of the payment for the month(s) in which the uptime has been less than 99%.
|Uptime in %||Refund in % of monthly payment|
|98,9% - 98%||5%|
|97,9% - 97%||10%|
|96,9% - 96%||15%|
|95,9% - 95%||20%|