Subscription Agreement

This Subscription Agreement (the "Agreement") outlines the terms and conditions governing your subscription to and use of the services provided by Perkstar Ltd ("Perkstar," "we," or "us"). By subscribing to or using our services, you ("Customer") agree to the terms set forth in this Agreement.

If you are entering into this Agreement on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to this Agreement. In such cases, "you" and "Customer" refer to both you as an individual and the organisation you represent.

This Agreement becomes effective upon the earliest of the following: (a) when you access or use our Services; (b) when you click an "I Accept," "Sign Up," or similar button referencing this Agreement; or (c) when you enter into an Order or subscription plan with Perkstar.

1. Definitions

"Services" means the digital loyalty card platform provided by Perkstar, including all software, APIs, integrations (including Apple Wallet and Google Wallet), support, documentation, and related features as described in an Order.

"Order" means the subscription details agreed between the Customer and Perkstar, including pricing, plan type, features, and subscription term.

"Authorised Users" means individuals authorised by the Customer to access and use the Services on the Customer's behalf.

"Customer Data" means any data, content, or information submitted to or processed through the Services by or on behalf of the Customer, including end-user data collected through loyalty cards.

"Intellectual Property" means all patents, trademarks, trade names, copyrights, trade secrets, know-how, software, and any other proprietary rights.

2. Subscription and Access

2.1 Grant of Access Perkstar grants the Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the subscription period, subject to the terms of this Agreement and the applicable Order.

2.2 Authorised Use The Services are provided solely for the Customer's internal business purposes. Customers may not resell, sublicense, or otherwise distribute access to the Services to any third party without Perkstar's prior written consent.

2.3 Auto-Renewal Subscriptions automatically renew at the end of each billing period (monthly or annually, as applicable) at the then-current rate unless the Customer cancels before the renewal date. Perkstar will provide reasonable notice of any price changes before they take effect.

2.4 Cancellation Customers may cancel their subscription at any time without notice through the account management settings. Upon cancellation, access to the Services will continue until the end of the current billing period, after which the subscription will not renew. No refunds will be issued for partially used billing periods unless otherwise required by applicable law.

2.5 Plan Changes Customers may upgrade or downgrade their subscription plan at any time through their account settings. Upgrades take effect immediately, with fees prorated for the remainder of the current billing period. Downgrades take effect at the start of the next billing period. Upon downgrading, access to features not included in the new plan will be restricted.

2.6 Restrictions Customers must not:

(a) Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of any part of the Services.

(b) Use the Services in violation of applicable laws, regulations, or third-party rights.

(c) Use the Services to process sensitive personal information such as financial account numbers, health data, or government identification numbers unless expressly supported by the Services.

(d) Use the Services to create, distribute, or manage fraudulent loyalty schemes, counterfeit cards, or any programme designed to deceive end users.

(e) Engage in any activity that could damage, disable, or impair the Services, or interfere with any other party's use of the Services.

(f) Use automated means (bots, scrapers, or similar) to access the Services except through Perkstar's published APIs.

3. Fees and Payment

3.1 Fees All fees are as set out in the applicable Order and on Perkstar's pricing page at the time of subscription. Payment is required at the start of each billing period. All fees are quoted exclusive of VAT and any applicable taxes, which will be added where required by law.

3.2 Payment Methods Customers authorise Perkstar to charge the payment method provided during the subscription process on each renewal date. Customers are responsible for ensuring payment details remain current and accurate.

3.3 Late Payments If payment is not received by the due date, Perkstar reserves the right to: (a) suspend access to the Services until the outstanding balance is settled; and (b) charge interest on overdue amounts at 4% above the Bank of England base rate, calculated daily from the due date until payment is received.

3.4 Refunds Fees are non-refundable except where: (a) Perkstar materially fails to provide the Services as described in this Agreement and does not remedy the failure within 14 days of written notice; or (b) a refund is required by applicable consumer protection law.

4. Free Trials

Perkstar may offer free trial periods at its discretion. At the end of a free trial, the Customer's subscription will automatically convert to a paid plan unless the Customer cancels before the trial expires. Perkstar will clearly communicate trial duration and the applicable charges before the trial begins.

5. Intellectual Property

5.1 Perkstar's IP All Intellectual Property rights in and to the Services, including the platform, software, APIs, documentation, branding, trademarks, and all related technology, are and shall remain the exclusive property of Perkstar. Nothing in this Agreement transfers any ownership rights to the Customer.

5.2 Customer's IP The Customer retains all ownership rights in Customer Data and any branding, logos, or content submitted to the Services. The Customer grants Perkstar a limited, non-exclusive licence to use, process, and display such content solely to the extent necessary to provide the Services.

5.3 Feedback If the Customer provides suggestions, feature requests, or other feedback regarding the Services, Perkstar may use such feedback without restriction or obligation to the Customer.

6. Service Availability

Perkstar will use commercially reasonable efforts to make the Services available at least 99.8% of the time during each calendar month, measured excluding: (a) planned maintenance, for which Perkstar will provide at least 24 hours' advance notice where practicable; and (b) circumstances beyond Perkstar's reasonable control, including force majeure events and third-party service outages (including Apple Wallet and Google Wallet).

7. Customer Responsibilities

7.1 Account Security Customers are responsible for maintaining the confidentiality of all login credentials and for all activity that occurs under their account. Customers must notify Perkstar immediately of any unauthorised use of their account.

7.2 Compliance Customers must comply with all applicable laws and regulations, including data protection legislation (such as the UK GDPR and the Data Protection Act 2018). Customers are responsible for obtaining all necessary consents from their end users before collecting or processing personal data through the Services.

7.3 Acceptable Use Customers must ensure that their use of the Services, including any loyalty programme operated through the platform, is lawful, does not infringe any third-party rights, and complies with the guidelines and policies of Apple Wallet and Google Wallet. Perkstar reserves the right to suspend access if a Customer's use threatens the integrity of the platform or Perkstar's wallet credentials.

7.4 Customer Data Customers retain ownership of all Customer Data. Customers are responsible for the accuracy, quality, and legality of their data and the means by which it was collected.

8. Data Protection and Security

8.1 Data Processing Roles Where Perkstar processes personal data on behalf of the Customer, the Customer acts as the data controller and Perkstar acts as the data processor. The parties agree to comply with the obligations set out in the Perkstar Data Processing Agreement (DPA), which is incorporated into this Agreement by reference and available at perkstar.co.uk/dpa.

8.2 Sub-Processors Perkstar may engage sub-processors to assist in providing the Services. A current list of sub-processors is maintained at perkstar.co.uk/sub-processors. Perkstar will notify the Customer of any material changes to its sub-processors and will ensure that all sub-processors are bound by data protection obligations no less protective than those in this Agreement.

8.3 International Data Transfers Where Customer Data is transferred outside the United Kingdom, Perkstar will ensure appropriate safeguards are in place in accordance with applicable data protection law, including the use of Standard Contractual Clauses or other approved transfer mechanisms.

8.4 Security Measures Perkstar implements and maintains appropriate technical and organisational security measures to protect Customer Data, including encryption in transit and at rest, access controls, and regular security assessments. A summary of current measures is available upon request.

8.5 Breach Notification In the event of a personal data breach affecting Customer Data, Perkstar will notify the Customer without undue delay and in any event within 72 hours of becoming aware of the breach. The notification will include the nature of the breach, the categories and approximate number of records affected, and the measures taken or proposed to address the breach.

8.6 Data Backup Customers are responsible for maintaining their own backups of Customer Data. While Perkstar maintains reasonable backup procedures, Perkstar is not liable for data loss resulting from the Customer's failure to maintain independent backups.

9. Termination

9.1 Customer Cancellation Customers may cancel their subscription at any time through their account settings. Access to the Services will continue until the end of the current billing period, at which point the subscription will terminate.

9.2 Termination by Perkstar Perkstar may terminate this Agreement or suspend access to the Services immediately upon written notice if: (a) the Customer materially breaches this Agreement and fails to remedy the breach within 14 days of receiving written notice; (b) the Customer fails to pay any fees when due; or (c) the Customer's use of the Services poses a risk to the platform, other customers, or Perkstar's third-party integrations.

9.3 Post-Termination Upon termination for any reason: (a) the Customer's access to the Services will be revoked; (b) the Customer will have 30 days to export or retrieve their Customer Data, after which Perkstar may permanently delete it; and (c) any outstanding fees for the period prior to termination remain payable.

9.4 Survival The following sections survive termination of this Agreement: Intellectual Property (Section 5), Limitation of Liability (Section 10), Indemnification (Section 11), Confidentiality (Section 12), and Governing Law (Section 14).

10. Limitation of Liability

10.1 Liability Cap To the fullest extent permitted by law, Perkstar's total aggregate liability under or in connection with this Agreement shall not exceed the total fees paid by the Customer to Perkstar in the 12 months immediately preceding the event giving rise to the claim.

10.2 Exclusions Perkstar shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, business opportunity, or goodwill, whether arising from contract, tort, or otherwise, even if Perkstar has been advised of the possibility of such damages.

10.3 Exceptions to Cap Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited or excluded under applicable law; or (d) either party's breach of confidentiality obligations under Section 12.

11. Indemnification

11.1 Customer Indemnification The Customer agrees to indemnify, defend, and hold harmless Perkstar and its officers, directors, and employees from and against any claims, damages, losses, or liabilities (including reasonable legal fees) arising from: (a) the Customer's use of the Services; (b) any breach of this Agreement by the Customer; (c) any claim relating to Customer Data or the Customer's end-user interactions; or (d) the Customer's violation of applicable law.

11.2 Perkstar Indemnification Perkstar will indemnify and defend the Customer against any third-party claim that the Services, as provided by Perkstar, infringe any third party's Intellectual Property rights, provided the Customer promptly notifies Perkstar and grants Perkstar reasonable control over the defence.

12. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party in connection with this Agreement ("Confidential Information"). Confidential Information may only be used for the purposes of this Agreement and may not be disclosed to third parties without the disclosing party's prior written consent, except: (a) to professional advisers bound by confidentiality obligations; (b) as required by law or regulation; or (c) where the information is already publicly available through no fault of the receiving party.

13. Dispute Resolution

13.1 Informal Resolution The parties agree to attempt in good faith to resolve any dispute arising under this Agreement through informal negotiation. Either party may initiate this process by providing written notice to the other party describing the dispute. The parties will have 30 days from the date of such notice to reach a resolution.

13.2 Mediation If the dispute is not resolved through informal negotiation, either party may refer the matter to mediation administered by the Centre for Effective Dispute Resolution (CEDR) in London. The costs of mediation will be shared equally between the parties.

13.3 Arbitration or Litigation If the dispute remains unresolved following mediation, either party may: (a) for claims exceeding £25,000, refer the matter to arbitration under the rules of the London Court of International Arbitration (LCIA), with the arbitration taking place in London and the decision being binding; or (b) for claims of £25,000 or less, bring proceedings in the courts of England and Wales.

14. Governing Law

This Agreement is governed by and construed in accordance with the laws of England and Wales. Subject to the dispute resolution process in Section 13, the courts of England and Wales shall have exclusive jurisdiction over any disputes arising under this Agreement.

15. Miscellaneous

15.1 Entire Agreement This Agreement, together with the applicable Order, Privacy Policy, Data Processing Agreement, and any other documents expressly incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements.

15.2 Amendments Perkstar may update this Agreement from time to time. Material changes will be communicated to Customers with at least 30 days' notice. Continued use of the Services after the effective date of changes constitutes acceptance of the updated terms. If the Customer does not agree to the changes, they may cancel their subscription before the changes take effect.

15.3 Severability If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.4 Waiver No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

15.5 Assignment The Customer may not assign or transfer this Agreement without Perkstar's prior written consent. Perkstar may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

15.6 Force Majeure Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by events beyond its reasonable control, including natural disasters, acts of government, pandemic, war, terrorism, or failures of third-party services.

15.7 Notices All notices under this Agreement must be in writing and sent to the addresses set out below (or as updated by either party in writing). Notices sent by email are deemed received on the next business day.

15.8 Contact Information Perkstar Ltd 86-90 Paul Street, 3rd Floor London, United Kingdom, EC2A 4NE Email: legal@perkstar.co.uk

Last updated: February 2026