Loyo Rewards — Merchant Terms & Conditions

Effective 15 August 2026 · Version pilot-2026-08-15

1. Parties and Definitions

1.1 The Parties

These Terms and Conditions ("Agreement") govern the relationship between:

"Loyo Rewards" or "Platform": LOYO REWARDS LIMITED, a private limited company incorporated in Kenya with company number PVT-A71OW55K, having its registered office at All Africa Conference, Waiyaki Way, Westlands, Nairobi, Kenya.

"Merchant", "you", or "your": The business entity that has registered to use the Loyo Rewards platform to manage its loyalty program.

1.2 Definitions

"Platform"

The Loyo Rewards software, staff application, and operations portal.

"Loyalty Program"

The specific stamp-based reward program operated by the Merchant through the Platform.

"Customer"

An end-user of the Merchant's products or services who participates in the Merchant's Loyalty Program.

"Content"

Any text, logos, images, or other materials provided by the Merchant for use on the Platform.

2. Relationship Between the Parties

2.1 Independent Contractors

The relationship between Loyo Rewards and the Merchant is that of independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employer-employee relationship.

2.2 Platform Provider Role

Merchant acknowledges and agrees that Loyo Rewards is solely a technology platform provider. Loyo Rewards does not operate, administer, or fulfill the Merchant's Loyalty Program and is not a party to any agreement between the Merchant and its Customers.

3. Merchant's Obligations and Warranties

3.1 Loyalty Program Operation

The Merchant is solely responsible for the creation, operation, administration, fulfillment, and legal compliance of its own Loyalty Program. This includes, but is not limited to:

• Defining the terms and conditions for its Customers.
• Ensuring that all rewards (gift vouchers, etc.) are fulfilled correctly and promptly.
• Training its staff on the use of the staff application.

3.2 Quality and Compliance

Merchant warrants that:

• Its products and services are of merchantable quality and comply with all applicable laws.
• Its Loyalty Program and associated marketing are not illegal, offensive, deceptive, or in violation of any third-party rights.
• It has all necessary rights and permissions to provide any Content for use on the Platform.

3.3 Customer Disputes

The Merchant shall be solely responsible for resolving all Customer disputes arising from or relating to its Loyalty Program, products, or services.

3.4 No Guarantee

The Merchant acknowledges and agrees that the Platform does not guarantee any minimum sales, foot traffic, or business results.

4. Intellectual Property

4.1 Platform IP

The Merchant acknowledges that all intellectual property rights in and to the Platform, including its software, design, and branding ("Loyo Rewards"), are owned by Loyo Rewards.

4.2 Merchant IP

Loyo Rewards may use the Merchant's name and logo for the purpose of promoting the Platform and listing the Merchant as a participating business. The Merchant grants Loyo Rewards a non-exclusive, royalty-free license to use its logo and brand name for this purpose.

5. Confidentiality and Data Security

5.1 Confidentiality

Each party agrees to keep confidential any non-public business or technical information received from the other party.

5.2 Data Security

The Merchant is responsible for the security of its own staff login credentials (PINs) and must not share them. Loyo Rewards shall implement reasonable security measures to protect data on the Platform but is not liable for breaches caused by the Merchant's own actions (e.g., sharing PINs).

6. Liability and Indemnification

6.1 Limitation of Liability

Under no circumstances shall Loyo Rewards be liable for any indirect, incidental, special, or consequential damages, including loss of revenue or profits, arising from the Merchant's use of the Platform or operation of its Loyalty Program.

6.2 Indemnification

The Merchant agrees to indemnify and hold Loyo Rewards harmless from any and all claims, damages, and liabilities (including legal fees) resulting from:

• The Merchant's breach of this Agreement.
• Any dispute between the Merchant and its Customers.
• The Merchant's products, services, or Loyalty Program content.

6.3 Disclaimer of Warranties

The Platform is provided on an "as is" basis. Loyo Rewards does not warrant that the Platform will be error-free, secure, or available at all times.

7. Suspension and Termination

7.1 Suspension

Loyo Rewards reserves the right to suspend Merchant's access to the Platform if Merchant breaches any obligations and fails to remedy the breach within a reasonable time.

7.2 Termination

Either party may terminate this Agreement by providing a 30 days written notice to the other party.

7.3 Immediate Termination

Loyo Rewards may terminate this Agreement immediately if Merchant breaches a material term or engages in fraudulent or illegal conduct.

7.4 Effects of Termination

Upon termination, Merchant shall cease using the Platform and any Loyo Rewards branding. All outstanding payment obligations (if applicable) will become immediately due.

8. General Provisions

8.1 Governing Law and Disputes

This Agreement shall be governed by and construed in accordance with the laws of Kenya. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of Kenya.

8.2 Force Majeure

Neither party shall be liable for failure to perform its obligations due to circumstances beyond its reasonable control (e.g., acts of God, war, strikes).

8.3 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and understandings.

8.4 Severability

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