Terms of Service

These Terms of Service (the "Terms") are a binding agreement between Perkstar Ltd, a company registered in England and Wales with company number 16256732 and registered office at 86-90 Paul Street, 3rd Floor, London, EC2A 4NE, United Kingdom ("Perkstar", "we", "us"), and the business identified in the subscription (the "Operator", "you"), governing the Operator's use of the Perkstar platform (the "Services").

By signing up for, accessing, or using the Services, you agree to these Terms. If you are entering into these Terms on behalf of a business, you confirm that you have authority to bind that business.

These Terms incorporate by reference our Data Processing Agreement, Privacy Notice, and Sub-processors list.

1. Definitions

"Billing Period" means the recurring period (monthly or annual) for which the Operator pays subscription fees in advance.

"Cardholder" means an end customer of the Operator who enrols in a loyalty programme run on the Services.

"Operator Content" means the brand assets, programme configuration, Cardholder records, marketing copy, and any other data the Operator uploads to, or generates through, the Services.

"Plan" means the subscription tier the Operator selects (currently Starter, Growth, or Scale).

"Subscription Term" means the period of the Operator's current Billing Period, together with any renewals.

"Trial" means any free trial or evaluation period offered for the Services.

2. The Services

Perkstar provides a digital loyalty platform that lets Operators create and run loyalty cards, membership cards, and similar programmes that integrate with Apple Wallet and Google Wallet. The Services include, depending on the Plan: card creation tools, enrolment flows, Cardholder communications (email, SMS, push), analytics, point-of-sale integrations, an operator dashboard, and an API.

Perkstar may add, change, or remove features at any time. We will give reasonable notice of any change that materially reduces the functionality of the Services and is not required by law or by a vendor of ours.

3. Eligibility and account registration

To use the Services, the Operator must be a business, or an individual acting for purposes relating to their trade, business, craft, or profession, and must be capable of forming a binding contract. The person registering must be at least 18 years old.

The Operator must provide accurate registration information and keep it up to date. The Operator is responsible for everything done through its account. Perkstar may verify the Operator's identity and business details, including through Stripe Identity, as described in clause 13.

4. Plans, fees, and billing

4.1 Plans. The Services are available on tiered Plans. Current pricing and Plan inclusions are published at https://perkstar.co.uk/pricing. Each Plan may include limits (for example, on the number of users, cards, Cardholders, or messages); these are described on the pricing page or in the dashboard.

4.2 Billing cycle. Subscriptions are billed in advance, monthly or annually as selected by the Operator. The Billing Period starts on the day of signup or, where a Trial applies, on the day the Trial ends, and renews on the same date each subsequent period.

4.3 Auto-renewal. Subscriptions renew automatically at the end of each Billing Period for a further period of the same length, at the then-current price, unless cancelled in accordance with clause 4.5 before the renewal date. By subscribing, the Operator authorises Perkstar (via Stripe) to charge the payment method on file for each renewal.

4.4 Payment. Payment is processed by Stripe. The Operator authorises Perkstar, and Stripe acting on Perkstar's behalf, to charge the payment method on file for all amounts due, including renewals and applicable taxes.

4.5 Cancellation and how it works. The Operator may cancel auto-renewal at any time through the dashboard, or by emailing support@perkstar.co.uk, with effect from the end of the current Billing Period. The cancellation takes effect for the next renewal — to avoid being charged for a renewal, the Operator must cancel before the renewal date.

• Monthly Plans. On cancellation, the Operator keeps access until the end of the current monthly Billing Period. The Operator is not charged again. Fees already paid for the current month are not refunded.

• Annual Plans. On cancellation, the Operator keeps access until the end of the annual Billing Period it has already paid for. The Operator is not refunded for the unused remainder of an annual term. Cancellation simply stops the subscription renewing for a further year.

For clarity: cancelling does not trigger an immediate refund of pre-paid fees. The Operator retains the Services for the period already paid for, and the subscription does not renew.

4.6 Upgrades and downgrades.

• Upgrades take effect immediately. The Operator is charged a pro-rata amount for the higher Plan for the remainder of the current Billing Period, and the new Plan price applies from the next renewal.

• Downgrades take effect at the start of the next Billing Period. The Operator keeps the features of the current Plan until then. Downgrades do not trigger a refund of the difference for the current period. The Operator is responsible for ensuring its usage fits within the lower Plan's limits before the downgrade takes effect.

4.7 Trials and promotions. Where the Services are offered with a Trial or promotional pricing, the terms stated at the point of signup apply. Unless stated otherwise, the subscription automatically converts to the relevant paid Plan at standard pricing at the end of the Trial, and the payment method on file is charged on that date. To avoid being charged, the Operator must cancel before the Trial ends. Trials are for genuine evaluation; Perkstar may withdraw or refuse a Trial, or treat repeated Trial sign-ups as abuse.

4.8 Failed payments. If a payment fails, Perkstar may retry the charge over a period of up to 14 days. During that period the Operator's access may be limited. If payment is not received within that period, Perkstar may suspend the Services (clause 20) and, if the failure continues, terminate the subscription. Reactivation may require settlement of outstanding amounts.

4.9 Late payment. Without prejudice to any other right, Perkstar may charge interest on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998, and the Operator is responsible for Perkstar's reasonable costs of recovering overdue amounts.

4.10 Chargebacks. If the Operator initiates a chargeback or payment dispute instead of following the cancellation process in clause 4.5, Perkstar may suspend or terminate the account, dispute the chargeback with evidence of these Terms, and recover the disputed amount plus any associated fees as a debt.

4.11 Taxes. Fees are stated exclusive of VAT and other applicable taxes. Perkstar adds VAT and other taxes where required by law. Where the Operator is established outside the UK and the reverse charge or a local equivalent applies, the Operator is responsible for accounting for the tax in its own jurisdiction. The Operator must provide accurate tax-status and location information.

4.12 Currency. Fees are charged in GBP unless another currency is offered and selected at signup. The Operator is responsible for any currency-conversion or bank charges on its side.

4.13 Price changes. Perkstar may change subscription fees on at least 30 days' written notice, with the change taking effect from the Operator's next renewal. If the Operator does not accept the new fees, the Operator may cancel before they take effect; cancellation in those circumstances is the Operator's exclusive remedy.

4.14 Refunds. Except as set out in these Terms or required by law, subscription fees are non-refundable, including for partially used periods and for periods during which the Operator did not use the Services. Where the Operator validly terminates for an uncured material breach by Perkstar under clause 20, Perkstar will refund pre-paid fees for the unused portion of the current Billing Period on a pro-rata basis.

4.15 Operators who are consumers. These Terms are intended for business use. If, exceptionally, the Operator is a "consumer" under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, the Operator may have a 14-day right to cancel a new subscription. By starting to use the Services during that period, the Operator requests immediate performance and acknowledges that the right to cancel is lost once the Services are fully performed, and that a proportionate charge applies for Services provided up to cancellation.

5. Usage limits, fair use, and the API

The Operator must stay within the usage limits of its Plan and any rate limits or fair-use limits published at https://perkstar.co.uk/limits. Perkstar may apply technical limits, throttle, or require an upgrade where usage materially exceeds the Plan.

If the Operator uses the Perkstar API, it must do so in accordance with our documentation and any rate limits, must keep its API keys secure, and must not use the API to circumvent Plan limits, to overload the Services, or to extract data in a way that harms the platform or other Operators.

6. Beta and early-access features

Perkstar may make features available on a beta, preview, or early-access basis ("Beta Features"). Beta Features are provided "as is", may be changed or withdrawn at any time, are excluded from any availability commitment, and may be subject to additional terms. The Operator uses Beta Features at its own risk.

7. Operator account and security

The Operator is responsible for:

• maintaining the confidentiality of its login credentials and API keys;

• the activity of any user it grants access to its account; and

• promptly notifying us of any unauthorised access by emailing security@perkstar.co.uk.

Plans may limit the number of users. Perkstar may require multi-factor authentication on Operator accounts (see Schedule 2 of the DPA), and may suspend any user account on reasonable security grounds.

8. Operator Content and data

Ownership. The Operator retains all rights in Operator Content.

Licence to Perkstar. The Operator grants Perkstar a worldwide, non-exclusive, royalty-free licence to host, process, transmit, and display Operator Content solely to provide the Services, enforce these Terms, and comply with applicable law. Perkstar will not use Operator Content for any other purpose and will not use it to train any artificial intelligence model.

Operator warranties. The Operator warrants that it has all rights necessary to upload Operator Content and to grant the licence above; that Operator Content does not infringe any third-party right; and that it has all necessary lawful bases and consents to instruct Perkstar to process any personal data within Operator Content (see DPA clause 7).

Cardholder personal data is governed primarily by the DPA, which prevails over these Terms in respect of personal-data processing.

9. Perkstar intellectual property

The Services — including the platform software, design, user interface, documentation, and the "Perkstar" name and logo — are owned by Perkstar or its licensors. Subject to these Terms, Perkstar grants the Operator a worldwide, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term for its internal business purposes.

The Operator may not: copy, modify, or create derivative works of the Services; reverse engineer, decompile, or disassemble the Services (except as permitted by mandatory law); access the Services to build a competing product; resell or sublicense the Services except as expressly contemplated by its subscription; or remove or alter any proprietary notices.

10. Feedback

If the Operator gives Perkstar feedback, suggestions, or ideas about the Services, Perkstar may use them without restriction or obligation, and the Operator grants Perkstar a perpetual, irrevocable, royalty-free licence to do so. Feedback is given voluntarily and is not confidential.

11. Acceptable use

The Operator must not use the Services:

• in breach of any applicable law (including consumer-protection, data-protection, electronic-communications, gambling, and product-safety law);

• to issue loyalty programmes for goods or services it is not legally permitted to sell, or that infringe third-party intellectual property (for example, using protected brand names without authority);

• to engage in deceptive or abusive practices toward Cardholders;

• to upload content that is defamatory, obscene, harassing, hateful, or sexually explicit;

• to send spam or to breach anti-spam or electronic-marketing rules;

• to introduce malicious code, or to probe, scan, or test the Services for vulnerabilities without our written permission; or

• in any way that, on a reasonable assessment, exposes Perkstar to legal or reputational risk.

12. Trust and safety

Perkstar operates trust-and-safety controls, including identity verification of Operators through Stripe Identity (triggered by certain volume or value thresholds), account restrictions (feature-block flags applied in response to a risk finding), a protected-brand check at signup, and an internal record of trust-and-safety events. We use these tools proportionately. Where we apply a material restriction, we will explain the reason as far as we can without compromising an investigation or third-party rights, and tell the Operator what is needed to lift it.

13. Third-party services

The Services integrate with third-party services (including Stripe, Apple Wallet, Google Wallet, ClickSend, and point-of-sale partners). Use of those services is governed by the third party's own terms; Perkstar is not responsible for the acts or omissions of any third party. We will use commercially reasonable efforts to maintain the integrations we advertise but do not warrant that any specific integration will remain available.

14. Service availability and support

We will use commercially reasonable efforts to keep the Services available 24/7, subject to scheduled maintenance, emergency maintenance, and force majeure. We do not offer a contractual uptime SLA at the published Plan tiers; enterprise-level commitments, where available, are agreed in a separate order form. Support is provided through the channels and hours published at https://perkstar.co.uk/support.

15. Data protection

Where Perkstar processes personal data on the Operator's behalf, the Data Processing Agreement applies and forms part of these Terms. In the event of a conflict between these Terms and the DPA in respect of personal-data processing, the DPA prevails.

16. Confidentiality

Each party may receive non-public information from the other ("Confidential Information"). The receiving party must keep it confidential and use it only to perform its obligations under these Terms. Confidential Information excludes information that is or becomes public through no fault of the receiving party, was lawfully known before receipt, is independently developed, or must be disclosed by law (with prompt notice where lawful). These obligations survive termination for three years.

17. Publicity

Perkstar may identify the Operator as a customer and use the Operator's name and logo on its website and in marketing materials, in accordance with any brand guidelines the Operator provides. The Operator may withdraw this permission at any time by emailing hello@perkstar.co.uk, and Perkstar will stop using the Operator's brand in new materials within a reasonable period.

18. Export controls and sanctions

The Operator represents that it, and its owners and users, are not subject to UK, EU, US, or UN sanctions, are not located in an embargoed territory, and will not use the Services in breach of applicable export-control or sanctions laws.

19. Anti-bribery

Each party will comply with the Bribery Act 2010 and all applicable anti-bribery and anti-corruption laws, and will not engage in any activity that would cause the other party to breach them.

20. Term, suspension, and termination

Term. These Terms start when the Operator first accepts them and continue for the Subscription Term, plus any survival period in clause 28.

Termination for convenience. Either party may cancel a subscription as described in clause 4.5. Cancelling does not entitle the Operator to a refund except as set out in clause 4.14.

Termination for cause. Either party may terminate immediately on written notice if the other (a) materially breaches these Terms and does not cure it within 30 days of written notice; (b) becomes insolvent or subject to bankruptcy or analogous proceedings; or (c) ceases to do business.

Suspension. Perkstar may suspend the Services or restrict features on reasonable notice (or immediately where the circumstances reasonably require) if (a) payment is materially overdue; (b) we reasonably believe the Operator is in breach of clause 11; (c) suspension is required by law or a regulator; (d) suspension is necessary to protect the integrity, security, or availability of the Services or of any other Operator or Cardholder; or (e) a trust-and-safety finding requires it. We will lift a suspension as soon as the reason for it is resolved.

Effect of termination. On termination: (a) the Operator's right to access the Services ends; (b) the Operator may export its data during the grace window in clause 11 of the DPA; (c) accrued payment obligations remain due; and (d) clauses that by their nature should survive (including IP, confidentiality, liability, indemnities, and dispute resolution) survive.

21. Disclaimers

Except as expressly stated, the Services are provided "as is" and "as available". To the maximum extent permitted by law, Perkstar disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or trade usage. We do not warrant that the Services will be uninterrupted, error-free, or free from harmful components, or that any specific feature will continue to function as it does today.

22. Limitation of liability

Excluded losses. Neither party is liable for any indirect, special, incidental, consequential, or punitive damages; loss of profits, revenue, business, anticipated savings, goodwill, or opportunity; or loss or corruption of data — whether in contract, tort (including negligence), or otherwise.

Aggregate cap. Each party's total aggregate liability arising out of or in connection with these Terms (including the DPA) in any 12-month period is limited to the greater of £500 or the total subscription fees paid or payable by the Operator to Perkstar in the 12 months immediately preceding the event giving rise to the liability.

Unlimited liabilities. Nothing excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable law. The cap above does not apply to the Operator's obligation to pay fees or to either party's indemnity obligations under clause 23.

The Operator acknowledges the allocation of risk in this clause is reasonable in light of the fees paid for the Services.

23. Indemnities

By the Operator. The Operator will indemnify Perkstar against losses, damages, and reasonable costs (including reasonable legal fees) arising from a third-party claim relating to: (a) Operator Content; (b) the Operator's use of the Services in breach of clause 11; (c) the Operator's failure to obtain a valid lawful basis or required consents for Cardholder personal data; or (d) the Operator's breach of applicable law.

By Perkstar. Perkstar will indemnify the Operator against losses, damages, and reasonable costs (including reasonable legal fees) arising from a third-party claim that the Operator's use of the Services in accordance with these Terms infringes that third party's intellectual property rights. This does not apply where the alleged infringement arises from Operator Content, modifications not made by Perkstar, or the combination of the Services with anything not provided by Perkstar where the infringement would not have occurred but for the combination.

Procedure. The indemnified party must promptly notify the other of the claim, give the indemnifying party sole control of the defence and settlement (provided no settlement admits liability for, or imposes obligations on, the indemnified party without consent), and provide reasonable cooperation at the indemnifying party's expense.

24. Force majeure

Neither party is liable for any failure or delay in performance (other than the obligation to pay fees) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, labour disputes, internet or telecommunications outages, and acts of suppliers or sub-processors.

25. Changes to these Terms

Perkstar may update these Terms from time to time. Material changes will be notified to the Operator at least 30 days in advance by email and through an in-app announcement, and the Operator will be required to accept the updated version on next sign-in. Non-material changes (clarifications, formatting, link updates) take effect on publication. If the Operator does not accept a material change, it may cancel before the new Terms take effect, and clause 4.14 applies.

26. Dispute resolution

Before starting court proceedings, the parties will try in good faith to resolve any dispute through discussion: the complaining party sends a written description of the dispute to the other (for Perkstar, to legal@perkstar.co.uk), and the parties will attempt to resolve it within 30 days. This does not prevent either party from seeking urgent injunctive relief, or from referring the matter to court if the dispute is not resolved.

27. Notices

Notices to Perkstar must be in writing to hello@perkstar.co.uk (and for legal notices, also to legal@perkstar.co.uk). Notices to the Operator may be sent to the email on file for the primary account holder or by in-app announcement. Notices are deemed received on the next business day after sending.

28. Assignment

The Operator may not assign or transfer these Terms without Perkstar's prior written consent. Perkstar may assign these Terms to an affiliate, or in connection with a merger, acquisition, restructuring, or sale of all or substantially all of its assets, on notice to the Operator.

29. Entire agreement, severability, waiver, third parties

These Terms (together with the DPA, Privacy Notice, and any order form or written addendum signed by the parties) are the entire agreement between the parties on this subject and supersede all prior agreements. If any provision is held invalid or unenforceable, the rest remain in effect. A failure to enforce a right is not a waiver of it. No one other than the parties may enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

30. Governing law and jurisdiction

These Terms are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales, except that either party may apply to any court of competent jurisdiction for urgent injunctive or equivalent relief.

31. Contact

Topic Contact General questions hello@perkstar.co.uk Privacy / data protection privacy@perkstar.co.uk Security security@perkstar.co.uk Legal notices legal@perkstar.co.uk

Perkstar Ltd — registered in England and Wales — Company No. 16256732 — registered office: 86-90 Paul Street, 3rd Floor, London, EC2A 4NE, United Kingdom.