Merchant Agreement

2.1 Nature of the Platform

Loyla operates a technology platform that enables discovery, ordering, Digital Receipts, Loyalty, and customer engagement between Merchants and Customers. Loyla does not sell goods or services to Customers, does not set or control the pricing or quality of goods or services offered by Merchants, and does not prepare or fulfil Orders. Loyla's role as a platform operator does not make it a party to any contract of sale between a Merchant and a Customer.

Loyla acknowledges its obligations as a platform operator under the Platform-to-Business Regulations 2020. Nothing in this Agreement limits Loyla's obligations under those Regulations, including with respect to transparency, data access, and complaint handling.

2.2 Merchant of Record

You are the sole Merchant of Record for all Orders placed through the Platform. All contracts for the sale of goods or services are formed strictly between you and the Customer. As Merchant of Record, you are solely responsible for:

• the quality, safety, and legal compliance of all goods and services you offer;
• compliance with the Applicable Law;
• the handling of refunds, returns, and customer complaints; and
• all statutory obligations imposed on a seller or supplier under Applicable Law.

2.3 No Partnership or Agency

Nothing in this Agreement creates or implies any partnership, joint venture, agency, employment, fiduciary, or franchise relationship between you and Loyla. You have no authority to bind Loyla contractually or otherwise.

3.1 Merchant Warranties

By entering into this Agreement and on a continuing basis throughout its term, you warrant and represent that:

• you are lawfully incorporated or established and authorised to trade in the United Kingdom;
• you hold all licences, registrations, and permits required by Applicable Law; and
• you will notify Loyla promptly, and in any event within 5 business days, if any of the above warranties ceases to be true.

3.2 Accurate Business Information

You are responsible for maintaining accurate business information, menus, pricing, operating hours, preparation times, and policies.

3.3 Account Responsibility

You are responsible for all activity conducted through your account, including actions of employees, contractors, or representatives.

4.1 Order Acceptance

An Order is deemed accepted when you begin preparation, confirm the Order, or otherwise indicate acceptance via the Platform.

4.2 Merchant-Controlled Timing

You control preparation times, order-ready notifications, and collection windows. You must set and maintain realistic preparation times and must update them promptly if circumstances change. Loyla accepts no liability for customer dissatisfaction arising from inaccurate preparation time estimates set by you.

4.3 No-Shows and Late Collection

You may apply your own disclosed policies for no-shows or late collection, provided those policies are clearly communicated to Customers on the Platform in advance of Order placement and comply with the Applicable Law.

4.4 Fulfilment Responsibility

You are solely responsible for the accurate, lawful, and safe fulfilment of all Orders, including compliance with all Applicable Law.

You shall indemnify, defend, and hold harmless Loyla and its officers, employees, and agents against all claims, losses, damages, costs, fines, penalties, and expenses (including reasonable legal costs) arising out of or in connection with: any breach by you of your fulfilment obligations; any failure to comply with Applicable Law in the preparation, packaging, or supply of goods or services; and any third-party claim brought against Loyla as a result of your acts or omissions as Merchant of Record.

You must notify Loyla within 24 hours of any fulfilment failure that may affect a Customer's health, safety, or statutory rights.

5.1 No Funds Held

Loyla does not initiate, process, hold, or settle Customer payments unless expressly agreed in writing. Loyla uses Stripe as its third-party payment processor. All Customer payments processed through the Platform are handled by Stripe in accordance with Stripe's terms of service and privacy policy. By using this Platform, you acknowledge that your payment data will be processed by Stripe.

5.2 Payment Processing

All payments are handled directly by you or by third-party payment processors engaged by you independently. Loyla uses Stripe as its third-party payment processor. All Customer payments processed through the Platform are handled by Stripe in accordance with Stripe's terms of service and privacy policy.

5.3 Chargebacks and Disputes

All chargebacks and payment disputes processed through the Platform are subject to Stripe's dispute resolution process and terms of service. You are responsible for responding to any chargeback notifications raised through Stripe within the timeframes Stripe requires.

Where a chargeback arises directly from a verified Platform technical failure (including an NFC Failure or Digital Receipt failure attributable to Loyla), Loyla may bear responsibility for that chargeback subject to: you notifying Loyla within 5 business days of becoming aware of it; Loyla being given a reasonable opportunity to investigate; and Loyla's investigation confirming the failure was attributable to the Platform.

5.4 Taxes

You are responsible for all applicable taxes, VAT, duties, and reporting obligations.

6.1 Refund Policies

You must maintain a clear, accurate, and lawful refund, cancellation, and exchange policy that complies with the Applicable Law. That policy must be publicly displayed to Customers on the Platform at the point of Order placement, before the Customer is bound by the contract of sale, and applied consistently and without discrimination.

Loyla reserves the right to remove or suspend your listing if your published policy does not comply with Applicable Law.

6.2 Loyla Not a Party to Disputes

Loyla is not a party to the contract of sale and has no obligation to resolve disputes between you and Customers.

6.3 Transaction Data

Where you are involved in a dispute with a Customer relating to an Order placed through the Platform, Loyla shall, upon your written request, provide you with access to the relevant Order data, Digital Receipt, NFC Interaction log, and transaction record within 5 business days, in a format reasonably accessible to you. Loyla's provision of this data does not constitute any admission of liability by Loyla, nor does it make Loyla a party to the underlying dispute.

7.1 No Cash Value

Loyalty has no cash value, is non-transferable, and cannot be exchanged for money.

7.2 Click & Collect Loyalty

For Click & Collect Orders, Loyalty is issued only once you confirm handover and the Customer confirms receipt within the Platform.

7.3 In-Store Loyalty

For in-store purchases, Loyalty is issued when a Customer completes a valid NFC Interaction or scans a QR Code and the Platform confirms the Interaction as successful. Where an NFC Failure occurs during a Loyalty issuance, the provisions of clause 8.4 apply to determine the allocation of responsibility and the process for resolving any resulting Loyalty dispute.

7.4 Merchant Control of Loyalty Rules

Subject to this clause 7, you control the rules governing your Loyalty programme, including earning rates, redemption conditions, and expiry terms. Any change to your Loyalty terms that materially reduces the value or accessibility of accrued Loyalty must be communicated to affected Customers via the Platform at least 14 days before taking effect, and notified to Loyla at least 10 business days before taking effect.

You must ensure your Loyalty terms comply with the Consumer Protection under the Applicable Law.

7.5 Merchant Closure

Loyla is not liable for unused Loyalty balances if you cease trading.

7.6 Loyla Platform Closure

If Loyla discontinues the Loyalty functionality of the Platform or ceases trading, Loyla shall give Merchants at least 30 days' written notice where reasonably practicable; provide Merchants with an export of their Customer Loyalty data in a machine-readable format within that notice period; and have no further liability to Merchants or Customers in respect of Loyalty balances following the expiry of that notice period, provided the above obligations have been met.

8.1 Digital Receipt Contents

Digital Receipts generated through the Platform shall include the date and time of transaction, the Merchant's trading name, a unique transaction reference number, and the Merchant's refund and exchange deadline.

8.2 Itemised Breakdown

Every Digital Receipt must include a full itemised breakdown, including individual prices and the total amount charged. Receipts must accurately reflect the Order as confirmed through the Platform and may not omit any item or charge included in that Order.

8.3 Guest Users and Receipts

Customers may be required to register to access the full functionality of the Platform. Where a Customer uses the Platform as a guest, they will be required to provide their email address, to which a Digital Receipt will be sent following completion of the transaction. Loyla will handle all Customer personal data in accordance with the Data Processing Agreement in clause 10.

8.4 NFC Failure Responsibility

Loyla's Responsibility: Loyla is responsible for maintaining the NFC tools and related Platform infrastructure in reasonable working order. Where an NFC Failure is attributable to a fault within Loyla's Platform infrastructure, Loyla shall bear responsibility for the consequences set out in this clause.

Merchant's Responsibility: You are responsible for ensuring your premises provide adequate conditions for NFC Interactions, including maintaining an active and stable internet connection; ensuring NFC hardware provided by Loyla is not obstructed, damaged, or moved without consent; and notifying Loyla promptly of any recurring NFC Failures. Where an NFC Failure is attributable to inadequate conditions at your premises, you shall bear responsibility.

Dispute Resolution: Where the outcome of an NFC Interaction is disputed, either party may raise a dispute with Loyla's support team within 5 business days. Loyla shall investigate and provide a written determination within 10 business days. That determination shall be binding on the Merchant.

Limitation of Liability for NFC Failures: Loyla's liability for any NFC Failure attributable to its Platform infrastructure is limited to re-crediting any Loyalty incorrectly not issued; and refunding any transaction fee charged in respect of an Order not completed due to the NFC Failure. Loyla shall not be liable for any consequential or indirect loss arising from an NFC Failure, except to the extent such liability cannot be excluded by law.

9.1 Compliance with Applicable Laws

The Merchant warrants that it will comply with all Applicable Laws.

9.2 Product Standards

The Merchant will ensure that all Products are accurately described on the Platform, including pricing, quality, and specifications; are fit for their intended purpose and free from defects; and, if perishable, comply with industry-standard packaging, labelling, and storage laws.

9.3 Service Level Obligations

Products must be prepared and made available for collection or delivery within expected time from the receipt of an order. The Merchant will ensure appropriate coordination with any delivery personnel arranged by the Platform or otherwise.

9.4 Age Verification Responsibility

Where a product or service is subject to age restrictions under applicable law, including alcohol, tobacco, vaping products, and lottery items, the Merchant is solely responsible for verifying the Customer's age before handover. Loyla does not verify age, does not supervise handover, and accepts no liability for age-restricted sales.

The Merchant remains fully liable for compliance with all age-verification obligations, penalties, fines, enforcement action, or losses arising from failure to comply. The Merchant shall indemnify Loyla against any claims, losses, costs, fines, and enforcement action that Loyla suffers as a result of your failure to comply with age-verification obligations under this clause.

Where a Customer cannot or will not provide valid proof of age, the Merchant may refuse the sale. Any refund or cancellation shall be handled in accordance with the Merchant's refund policy and applicable law.