Terms of Service

Last Updated: 29th January 2026

1. Introduction and Acceptance

Welcome to Digital Loyalty. These Terms of Service (“Terms”) govern your access to and use of our digital loyalty card platform, including our website at https://digitalloyalty.com, mobile applications, API services, and all related services (collectively, the “Service”).

Company Information:

• Company Name: Carrott LTD
• Registered Address: Piccadilly Business Centre, Blackett Street, Manchester, M12 6AE
• Contact Email: hello@digitalloyalty.com

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

2. Definitions

• “Platform” refers to Digital Loyalty and all associated services
• “User” refers to any individual or entity that accesses or uses the Service
• “Business User” refers to businesses that use the Platform to create and manage loyalty programs
• “Customer” refers to end-users who enroll in loyalty programs through the Platform
• “Content” refers to all text, images, data, and other materials uploaded to or created on the Platform
• “Wallet Pass” refers to digital loyalty cards distributed via Apple Wallet or Google Wallet

3. Service Description

Digital Loyalty is a digital loyalty card platform that enables businesses to:

• Create and manage digital loyalty programs
• Generate and distribute wallet passes for Apple Wallet and Google Wallet
• Track customer engagement and transactions
• Communicate with enrolled customers
• Manage multi-location operations

4. Account Registration and Security

4.1 Account Creation

To use certain features of the Service, you must create an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security of your password and account
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access

4.2 Account Requirements

• You must be at least 18 years old to create a Business User account
• You must have authority to bind the entity you represent
• One person may not maintain multiple accounts without authorization

4.3 Account Suspension

We may suspend or terminate your account if:

• You violate these Terms
• You engage in fraudulent or illegal activity
• Your payment method fails
• Your account remains inactive for an extended period

5. Acceptable Use Policy

5.1 Permitted Uses

You may use the Service to:

• Create legitimate loyalty programs for your business
• Manage customer relationships and engagement
• Distribute digital wallet passes to your customers
• Analyze business performance and customer activity

5.2 Prohibited Uses

You agree NOT to:

• Use the Service for any illegal purpose
• Violate any applicable laws or regulations
• Infringe intellectual property rights
• Transmit malware, viruses, or harmful code
• Attempt to gain unauthorized access to systems
• Interfere with or disrupt the Service
• Collect user data without proper consent
• Send spam or unsolicited communications
• Create false or misleading content
• Impersonate any person or entity
• Use the Service to harass, abuse, or harm others
• Circumvent any access or usage restrictions

See our Acceptable Use Policy for detailed guidelines.

6. Subscription and Payment Terms

6.1 Subscription Plans

The Service is offered through various subscription tiers with different features and usage limits. Current plans and pricing are available on our website.

6.2 Billing

• Subscriptions are billed in advance on a monthly or annual basis
• Payments are processed through Stripe
• You authorize us to charge your payment method automatically
• All fees are exclusive of applicable taxes

6.3 Price Changes

We may change our prices with 30 days’ notice. Price changes will take effect at the start of your next billing cycle.

6.4 Refunds

• Subscription fees are generally non-refundable
• Refunds may be issued at our discretion for documented service issues
• Pro-rated refunds may be available for annual plans cancelled mid-term

6.5 Failed Payments

If a payment fails:

• We will attempt to charge your payment method again
• A 3-day grace period applies before service suspension
• Your account may be suspended after continued payment failure

7. Intellectual Property

7.1 Platform Ownership

The Service, including all software, designs, trademarks, and content created by us, is owned by Carrott LTD and protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works without our permission.

7.2 Your Content

You retain ownership of content you create or upload to the Platform (“Your Content”). By uploading content, you grant us a worldwide, non-exclusive, royalty-free license to:

• Store, process, and display Your Content
• Use Your Content to provide the Service
• Create derivative works as necessary for the Service

7.3 Customer Data

Business Users acknowledge that customer data collected through their loyalty programs:

• Remains subject to applicable privacy laws
• Must be collected with proper consent
• May not be used in violation of the Business User’s own privacy policy

7.4 Feedback

Any feedback, suggestions, or ideas you provide may be used by us without obligation to you.

8. Apple and Google Wallet Integration

8.1 Third-Party Terms

Use of Apple Wallet and Google Wallet features is subject to:

• Apple’s terms and conditions for Wallet passes
• Google’s terms and conditions for Google Wallet
• You agree to comply with all applicable third-party terms

8.2 Pass Distribution

• Wallet passes are distributed at our discretion
• We may modify pass functionality as required by Apple or Google
• Pass availability depends on user device compatibility

9. Data Protection

9.1 Privacy

Our collection and use of personal data is governed by our Privacy Policy.

9.2 Data Processing

Business Users who process customer data through the Platform:

• Act as data controllers for their customer data
• Must comply with applicable data protection laws
• Are responsible for obtaining necessary consents
• Should review our Data Processing Agreement

9.3 Security

We implement reasonable security measures to protect data. However, no system is completely secure, and you acknowledge the inherent risks of transmitting data electronically.

10. Service Availability

10.1 Availability

We strive to maintain high availability but do not guarantee uninterrupted service. The Service may be unavailable due to:

• Scheduled maintenance (with advance notice when possible)
• Emergency maintenance
• Third-party service outages
• Force majeure events

10.2 Modifications

We may modify, update, or discontinue features of the Service at any time. We will provide reasonable notice for material changes.

10.3 Support

Support is provided according to your subscription tier. Response times and availability vary by plan.

11. Disclaimers

11.1 “As Is” Service

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY OR COMPLETENESS OF CONTENT

11.2 Third-Party Services

We are not responsible for any third-party services, including Apple Wallet, Google Wallet, Stripe, or any other integrated services.

11.3 User Content

We do not endorse or guarantee the accuracy of content created by users of the Platform.

12. Limitation of Liability

12.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Carrott LTD SHALL NOT BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Damages arising from service interruptions
• Damages arising from unauthorized access to your data

12.2 Liability Cap

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF:

• The amount you paid us in the 12 months preceding the claim, or
• One hundred US dollars ($100)

12.3 Exceptions

Some jurisdictions do not allow limitation of liability for certain damages. In such cases, our liability will be limited to the maximum extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Carrott LTD, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any third-party rights
• Content you create or upload
• Your business’s loyalty programs and customer relationships

14. Termination

14.1 Termination by You

You may terminate your account at any time by:

• Cancelling your subscription through account settings
• Contacting our support team
• No refunds are provided for unused subscription periods unless otherwise specified

14.2 Termination by Us

We may terminate or suspend your account immediately if:

• You breach these Terms
• You fail to pay fees when due
• Your use poses a security risk
• Required by law
• The Service is discontinued

14.3 Effect of Termination

Upon termination:

• Your right to use the Service ceases immediately
• We may delete your data after a reasonable period
• Provisions that should survive termination will remain in effect
• You remain liable for any fees owed

14.4 Data Export

Business Users may export their data before termination. Contact support for assistance with data export.

15. Dispute Resolution

15.1 Governing Law

These Terms are governed by the laws of United Kingdom, without regard to conflict of law principles.

15.2 Informal Resolution

Before filing any claim, you agree to contact us at hello@digitalloyalty.com to attempt informal resolution for at least 30 days.

15.3 Arbitration

Any disputes not resolved informally shall be resolved through binding arbitration, except that either party may seek injunctive relief in court for intellectual property matters.

15.4 Class Action Waiver

You agree to resolve disputes individually and waive any right to participate in class actions or collective proceedings.

15.5 Jurisdiction

For matters not subject to arbitration, courts located in United Kingdom shall have exclusive jurisdiction.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and other referenced policies, constitute the entire agreement between you and Carrott LTD.

16.2 Severability

If any provision is found unenforceable, the remaining provisions will remain in effect.

16.3 Waiver

Our failure to enforce any provision does not constitute a waiver of that provision.

16.4 Assignment

You may not assign your rights under these Terms. We may assign our rights to an affiliate or successor.

16.5 Force Majeure

We are not liable for delays or failures due to circumstances beyond our reasonable control.

16.6 Notices

We may send notices to your registered email address. You may send notices to hello@digitalloyalty.com.

17. Changes to Terms

We may modify these Terms at any time. We will provide notice of material changes by:

• Posting updated Terms on our website
• Sending email notification
• Displaying in-app notification

Your continued use after changes constitutes acceptance. If you disagree with changes, you must stop using the Service.

18. Contact Information

For questions about these Terms:

Carrott LTD

• Email: hello@digitalloyalty.com
• Address: Piccadilly Business Centre, Blackett Street, Manchester, M12 6AE
• Website: https://digitalloyalty.com

These Terms of Service are effective as of 23rd January 2026.