These Terms of Service (Terms) relate to all access to Facilipay payments facilitation, our POS Terminal applications, our Facilipay and LoyLap smartphone applications and websites (Applications) and/or the Facilipay Merchant dashboard and web applications (Website), (together the Platform).

You are granted a non-exclusive, limited and revocable licence to use and access the Platform.

1. Contracting Parties

These Terms set out the legal agreement between you and Smart Points Limited, trading as LoyLap and Facilipay, a company incorporated under the laws of Ireland (company number 512270), with registered office at 6a Liberty Lane, Portobello, Dublin D08 FX66, Ireland (‘LoyLap’, ‘Facilipay’, ‘The Company’, ‘we’, ‘our’ or ‘us’), governing your purchase, receipt and use of the Services and any Hardware and Materials. Our VAT number is 9831551D.

If you will be using the Services and/or purchasing Hardware and Materials on behalf of an organisation, you agree to these Terms on behalf of that organisation and you represent and warrant that you have the authority to do so. In such case, ‘you’ and ‘your’ will refer to that organisation.

2. Our Contract and Changes to These Terms

You indicate your agreement to these Terms by registering your Merchant Account or purchasing Services.

We may make changes to these Terms from time to time for a variety of reasons including to reflect changes in Applicable Law, new product features, or changes in business practice. We will notify you of any material changes in a durable medium (for example, by email to your registered address) at least thirty (30) days before such changes take effect.

If you do not agree to the updated Terms, you may terminate these Terms by providing written notice to support@facilipay.io before the changes take effect. If you continue to use the Services after the changes become effective, you will be considered to have accepted those changes. Any purported amendment to these Terms by you will not bind us.

3. Definitions and Interpretation

In these Terms, unless the context otherwise requires, all capitalised terms have the meaning given to them in Clause 25 (Definitions). The headings do not affect the construction or interpretation of these Terms. Words used in the singular include the plural and vice versa. Any reference to a statute, provision, order or regulation shall be construed as a reference to that statute or provision as extended, modified, replaced or re-enacted from time to time.

4. Services

We will use reasonable endeavours to supply the Services: (i) in accordance with these Terms and Applicable Law in Ireland; (ii) with reasonable care, skill and diligence; and (iii) using skilled, experienced and qualified personnel.

While we strive to ensure the continuous availability of The Platform, there may be times where we have to undertake scheduled or unscheduled maintenance. You acknowledge and accept that our Applications and our Websites and the Services may not be available at all times. We will use reasonable endeavours to provide advance notice of scheduled maintenance.

We are not responsible for any delays, delivery failures or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Platform may be subject to limitations, delays and other problems inherent in such communications facilities.

Our provision of the Services is on a non-exclusive basis. Nothing in these Terms prevents us from providing the Services or any other services to any other person.

Merchant support is available for the duration of your subscription from 09:00 to 22:00 IST Monday to Friday and 09:00 to 17:00 IST Saturday, via email at support@facilipay.io and/or through the live-chat feature on our Website and Merchant App.

Telephone support is available for: Ireland: 01 4370 604 | United Kingdom: 02082 438531 | United States and Canada: 800-975-0122.

Depending on the Services you have subscribed for, and where agreed in writing, you may be entitled to additional support outside standard support hours.

We reserve the right to modify, suspend or discontinue our Platform and/or any features of the Services at any time at our discretion. Where we discontinue a core feature, we will provide at least thirty (30) days’ notice. This is without prejudice to your right of termination as provided in these Terms.

5. Merchant Account

By agreeing to these Terms, and as a condition of your use of our Platform, you represent and warrant to us that you: (i) are at least eighteen (18) years of age; (ii) are eligible to register for and use a Merchant Account; (iii) are authorised to conduct business in the jurisdiction in which you are using the Services; and (iv) have the right, power and legal capacity to enter into and perform your obligations under these Terms.

1. Verification and Compliance: We may, at any time, require you to provide information and documentation to verify your identity, business, ownership structure, or use of the Services, including for the purposes of complying with applicable laws, regulations, or payment network requirements. You agree to promptly provide any such information upon request. We may suspend, restrict or terminate your access to the Services and/or may report any suspected illegal or fraudulent activity to relevant regulatory or law enforcement authorities, if a.) you fail to provide requested information; b.) we are unable to verify your identity or business activities; or c.) we reasonably suspect unlawful, fraudulent or prohibited activity.
2. In order to access the Platform, you must register for and maintain a valid Facilipay Merchant Account through our Website or Merchant App. Only one Merchant Account may be used in respect of one Premises, subject to the multi-location provisions in Clause 5.9 below.
3. All information and documentation provided during the Merchant Account registration process and throughout your use of the Services must be accurate, true and complete. You must promptly update this information to keep it accurate, true and complete.
4. You must treat your username, password and any other security credentials as confidential and must not share them with any unauthorised third party. You are solely responsible for all activity carried out under your Merchant Account.
5. By creating a Merchant Account you represent and warrant that you will not conduct or facilitate any Transaction, Loyalty Program, Campaign or use of the Services: (i) for any unlawful purpose; (ii) to commit fraud or engage in dishonest activity; (iii) in any manner that harms or may harm minors or any other person; (iv) in connection with any activity where failure of the Services may endanger health or life; (v) to promote unlawful activity; (vi) without holding all required permits, licences, consents and regulatory authorisations; (vii) in a way that could negatively impact or bring into disrepute The Company’s brand(s); or (viii) to promote, market or sell immoral or distasteful goods or services as determined by us in our sole opinion (each a ‘Prohibited Activity’).
6. You are solely responsible for ensuring that all Transactions, Online Ordering, Campaigns, Loyalty Programs and associated Rewards comply with these Terms and Applicable Law, including applicable tax law, consumer laws, data protection and privacy laws, advertising laws, food and product safety laws, and laws governing prepaid cards, gift vouchers and special offers.
7. You agree to make available to Members any terms and conditions applicable to your Online Ordering, Campaigns, Loyalty Programs or Rewards, and any other information required to be furnished to Members under Applicable Law. You agree to promptly provide Rewards to Members who fulfil the applicable redemption requirements.
8. You acknowledge and agree that The Company is not and shall not be a party to any Transactions or the contractual relationship between you and any Member who purchases goods or services from you or who accesses your Campaigns, Loyalty Programs or Rewards.
9. You are solely responsible for logging out of your Merchant Account when not using the Services. You hereby unconditionally and irrevocably indemnify and hold harmless The Company from and against all Liabilities (whether direct or indirect, including loss of profit and loss of reputation) arising from Transactions under your Merchant Account, including any misleading or unauthorised Rewards sent to a Member, except to the extent that such Liabilities are directly caused by The Company’s own technical error, negligence or wilful default.

6. Multi-Location and Franchise Merchants

Facilipay has branch level functionality such that multi-location merchants can see and manage all of their locations within the Platform. Where you operate more than one Premises which have separate legal ownership, you may register a separate Merchant Account for each Premises. You acknowledge that each Merchant Account is subject to these Terms individually. You are responsible for ensuring that all personnel operating each Merchant Account comply with these Terms.

Where you operate as a franchisee, you represent and warrant that you have the authority from your franchisor to operate a Merchant Account and use the Services at your Premises. Facilipay is not party to any franchise arrangement between you and your franchisor and accepts no liability arising from such arrangements.

Franchise groups or parent organisations wishing to manage multiple Merchant Accounts under a single commercial arrangement should contact us at support@facilipay.io to discuss enterprise or group account options.

7. Content

When creating your Merchant Account, you will be asked to provide a Business Name that will appear on the Services. The Business Name should be reasonably descriptive and enable your business to be clearly identifiable to Members. You will also be asked to provide a Business Logo and images of your Premises. You shall use reasonable endeavours to ensure that all Content is at all times current, accurate, true and complete.

You represent and warrant that: (i) you own all Intellectual Property Rights in and to any Content you upload to the Services or provide to us, including your Business Name and Business Logo, or you have acquired all licences and permissions necessary; and (ii) use of the Content on the Services does not infringe the Intellectual Property Rights or other rights of any third party.

For any Content that you upload or provide to us, you grant The Company a non-exclusive, royalty-free, fully paid-up, perpetual, transferable and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform and publicly display that Content throughout the world in any media, in order to provide and promote the Services and our business, including for our own advertising and marketing purposes. You retain all rights in your Content, subject to the rights granted to us in these Terms.

To the fullest extent permitted by Applicable Law, The Company excludes any and all liability in respect of Content uploaded by you, other Merchants or Members. We do not endorse any Content uploaded to us. Uploading or disseminating Prohibited Material on the Merchant Apps or Services is considered a breach of these Terms and may result in suspension or termination of your Merchant Account.

We are not obliged to monitor or moderate Content uploaded by Merchants or Members. We may remove or edit any Content at our discretion.

We exclude any and all liability in respect of infringement and/or alleged infringement of Intellectual Property Rights caused in whole or in part by Content provided or uploaded by you, other Merchants or Members. If you believe your work has been posted through the Services in a way that constitutes infringement of your rights, please contact us at support@facilipay.io

8. Hardware and Materials

We may supply Hardware and Materials to you in accordance with your order and these Terms. Risk in Hardware passes to you upon delivery. Title in Hardware passes to you upon payment in full.

Hardware, such as RFID and QR scanners, supplied by Facilipay is warranted to be free from material defects in materials and workmanship for a period of twelve (12) months from the date of delivery (‘Warranty Period’), subject to the exclusions in Clause 7.3 below.

The warranty in Clause 7.2 does not apply to: (i) damage caused by misuse, accident, neglect, unauthorised modification or repair; (ii) normal wear and tear; (iii) damage caused by use of the Hardware contrary to our instructions; or (iv) Hardware that has been tampered with or modified.

To make a warranty claim, you must contact us at support@facilipay.io within the Warranty Period, providing details of the defect and proof of purchase. We will, at our option, repair or replace defective Hardware. If repair or replacement is not reasonably practicable, we will provide a refund of the original purchase price.

Except as expressly set out in this Clause 7, we exclude all warranties, conditions and other terms implied by statute or common law in relation to Hardware, to the fullest extent permitted by law.

Where a POS device or other Hardware supplied by Facilipay ceases to function due to a fault attributable to Facilipay, we will use reasonable endeavours to provide a replacement device or temporary workaround within five (5) Business Days of receiving notice.

9. Fees, Subscription and Pricing

The fees payable for the Services are as set out in our pricing schedule on our Website at www.facilipay.io/pricing, or as otherwise agreed in writing between us at the time of your subscription (‘Fees’). Facilipay reserves the right to update its pricing schedule from time to time, with at least thirty (30) days’ notice to existing subscribers before any change takes effect.

Facilipay fees can comprise any combination of SaaS subscription fees, Facilipay transactions percentage fees, and payment network connection fees. Transaction percentage fees are charged for any transaction where funds are loaded to a Gift Card or a customer account, or an online order is placed. Payment network connection fees are a flat fee chargeable on all transactions where Facilipay creates a connection to your payment gateway to facilitate a payment.

1. The Company operates subscription and transaction fee-based services. This means that Fees will be billed in arrears on a recurring and periodic basis (each a “billing cycle”) for your subscription and for Transactions identified in the subscription solution selected by you. Your subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your Merchant Account. The subscription selected by you may include Additional Services, or you may choose to procure Additional Services or other services from us in addition to your subscription. The Company reserves the right in the future to charge separate and additional fees for usage of some of our more advanced features.
2. As compensation for the provision of the Services, you agree to pay the Fees in accordance with these Terms and the pricing and payment terms presented to you for the Services, unless otherwise agreed in writing by The Company. Where you start to use any Additional Services, revised Fees may immediately apply and you agree to pay those Fees in accordance with these Terms. If the pricing and payment terms presented to you for any Additional Services are specified as involving a ‘one-off’ payment, you agree to pay that ‘one-off’ payment as part of the Fees in your next billing cycle. We reserve the right to require from you payment in advance of Fees for Additional Services.
3. Fees are payable on the Payment Date. You must have a valid payment card or bank account associated with your Merchant Account from which we may collect our Fees on the Payment Date. You represent and warrant that you have the right to use the payment card or bank account you associate with your Merchant Account and you will promptly update your payment card details or bank account as necessary to ensure we can collect the Fees on the Payment Date. If we are unable to collect Fees through the payment card selected by you (for example, because your payment card has expired) or through the bank account details you have provided, you must ensure that we are paid in full for all outstanding Fees within thirty (30) days of the Payment Date otherwise we may suspend your access to the Services until we are paid in full. The Company reserves the right to suspend your Merchant Account in the event of non-payment of Fees.
4. For Merchants who pay via direct bank payment services such as ACH, PAD, & other such pre-authorised direct debit payments, a payment failure will incur a charge of 4% of the invoice or €15 (or local currency equivalent) whichever is the greater. This is designed to cover costs we incur from service providers when bank direct debit payments fail
5. In the event of any late payment or default of payment of Fees and/or the charges for any Hardware and Materials or other sums due to us, we may, without limiting our other rights and remedies under these Terms and/or under Applicable Law, require you to pay interest on any amount outstanding calculated on a daily basis and compounded monthly from the due date until actual payment in full whether before or after judgment at the rate of 8% per annum.
6. If you initiate a chargeback or payment reversal with your bank or payment provider in respect of any Fees or other charges payable under these Terms, we will deem you to have cancelled your subscription as of the date that the original payment was made. You authorise us to immediately suspend or cancel your access to the Services and/or revoke any content, licences or benefits provided to you in exchange for such payment. Initiating a chargeback does not constitute a valid method of cancellation under these Terms and does not affect any outstanding payment obligations you may have to us. We reserve the right to recover any amounts subject to a chargeback through all available legal means.
7. If we grant you a Trial Service we will not charge you Fees for your selected subscription plan until after your Trial Service (if granted) has expired. Unless you cancel your subscription within the ‘Billing’ section of your Facilipay account, or by sending an email to us at accounts@facilipay.io before the expiry of your Trial Service you authorise us to immediately charge the Fees based on the subscription plan you selected to your chosen payment method and thereafter on each billing cycle. Only one Trial Service is permitted per Merchant Account. If you change the subscription plan associated with your Merchant Account you will not receive another Trial Service for that Merchant Account. Any Hardware and Materials and/or Additional Services requested during the Trial Service must be paid to us in full in advance, unless we otherwise agree in writing. We reserve the right to vary or limit the duration of Trial Services, include additional conditions and cease to provide a Trial Service at our sole discretion.
8. Facilipay offers a range of subscription plans, as published on our Website at www.facilipay.io/pricing. The features available to you depend on the plan you have subscribed for. You may upgrade your subscription plan from within the Platform. Upgrades take effect immediately and pricing adjusts on a pro-rata basis. Downgrades take effect at the end of your current billing period. LoyLap reserves the right to introduce new plans, retire existing plans, or modify plan features with at least thirty (30) days’ notice to affected subscribers.
9. All Fees are exclusive of VAT. You are responsible for payment of all applicable taxes.

10. Product-Specific Terms

10.1 Online Ordering

Where you use Facilipay’s Online Ordering feature, you are solely responsible for the accuracy of your menu, product listings, pricing, availability and fulfilment of orders. Facilipay acts only as a technology intermediary and is not responsible for the preparation, quality or delivery of goods or services ordered through Online Ordering.

10.2 Gift Cards

Where you issue Gift Cards through the Services, you are solely responsible for compliance with applicable laws governing the issuance, redemption and expiry of gift vouchers, including the Consumer Rights Act 2022 (Ireland) regarding expiry periods. Facilipay is not responsible for unredeemed Gift Card balances.

10.3 Experiences and Vouchers

Where you sell Experience vouchers through the Services, you are solely responsible for ensuring that the experience or service can be delivered as described. You must clearly state any expiry dates, availability restrictions or other terms applicable to the Experience at the point of sale. In the event that you are unable to deliver an Experience for any reason, you are solely responsible for providing refunds or alternative arrangements to the purchasing Member in accordance with Applicable Law.

Facilipay accepts no liability for Experiences that cannot be fulfilled due to your closure, insolvency or any other reason attributable to you.

10.4 Self-Checkout

Where you use Facilipay Self-Checkout feature, you are solely responsible for: (i) ensuring that pricing displayed at Self-Checkout terminals is accurate and up to date; (ii) any pricing errors or mis-scans that occur at Self-Checkout; and (iii) compliance with applicable consumer law in relation to pricing and goods sold via Self-Checkout. Facilipay shall not be liable for any losses arising from pricing errors or technical malfunctions at Self-Checkout caused by incorrect configuration on your part.

10.5 Bundles

Where you sell pre-purchase Bundles of products or services, you are solely responsible for ensuring that the goods or services included in the Bundle are available for redemption as described. You must clearly communicate any restrictions, expiry conditions or limitations on Bundle redemption to Members at the point of sale. In the event of your closure or insolvency, pre-purchased Bundle balances constitute a liability to your Members, for which Facilipay accepts no responsibility.

10.6 Campaigns

Where you run Campaigns through the Services, you are solely responsible for the accuracy of all campaign terms, rewards offered and the fulfilment of any commitments made to Members through Campaigns. You must ensure that all Campaign terms comply with applicable advertising and consumer law.

11. Data Protection and Privacy

Each party shall comply with its respective obligations under Applicable Data Protection Law, including the General Data Protection Regulation (EU) 2016/679 (‘GDPR’) and the Data Protection Acts 1988–2018 (Ireland).

The parties acknowledge that, in respect of Member Personal Data processed through the Services: (i) Facilipay acts as a Data Controller in respect of the Member data it collects and processes to provide and administer the Services; and (ii) you act as a Data Controller in respect of the Member data you access through the Services for your own business purposes. Where Facilipay processes Personal Data on your behalf, a separate Data Processing Agreement shall apply.

You represent, warrant and undertake that you shall at all times comply with Applicable Data Protection Law in respect of your control and processing of Member Personal Data accessed through the Services, including implementing appropriate technical and organisational measures to protect such data and ensuring that data is not shared with, or accessible to, any unauthorised third party.

You acknowledge that once data is exported from the Facilipay platform, it is your sole responsibility to store and manage that data securely in accordance with Applicable Data Protection Law.

11.1 Automated Processing and Profiling

The Services include features (including Campaign targeting and loyalty segmentation) that may involve automated processing of Member data to profile Members based on purchasing behaviour, visit frequency and other transaction data. Where such processing constitutes profiling under GDPR, you are responsible for ensuring that: (i) appropriate information is provided to Members in your privacy notice; (ii) any required consents are obtained; and (iii) the rights of data subjects under GDPR (including the right not to be subject to solely automated decisions that produce legal or similarly significant effects) are respected.

Facilipay does not make solely automated decisions in respect of Members that produce legal or similarly significant effects, but you should review your own use of campaign and targeting features to ensure compliance.

11.2 Security Incident Notification

In the event that Facilipay becomes aware of a confirmed security incident affecting the Services that involves a risk to the rights and freedoms of your Members (‘Security Incident’), we will notify you without undue delay and in any event within seventy-two (72) hours of becoming aware of the incident, in accordance with our obligations under GDPR Article 33. Such notification will include, to the extent known: (i) a description of the nature of the Security Incident; (ii) the categories and approximate number of Members and records affected; (iii) the likely consequences; and (iv) measures taken or proposed to address the incident.

In the event that you become aware of any actual or suspected security incident involving Member data accessed through or exported from the Services, you shall notify Facilipay at support@facilipay.io without undue delay and in any event within twenty-four (24) hours of becoming aware.

12. Intellectual Property

As between you and The Company, all Intellectual Property Rights in and to the Services, the Merchant App, the Website, and all software, technology, data, analytics and content developed or provided by Facilipay, are and shall remain exclusively owned by The Company.

We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services during the term of your subscription, solely for your internal business purposes and in accordance with these Terms.

You shall not: (i) copy, modify, reverse engineer, decompile or create derivative works of any part of the Services; (ii) attempt to access the source code of the Services; (iii) sublicence or otherwise transfer your rights to use the Services; or (iv) use the Services to build a product or service that competes with Facilipay.

13. Confidentiality

Each party agrees to keep confidential all Confidential Information received from the other party and not to disclose such information to any third party without the prior written consent of the other party, except as required by law or regulation.

Each party shall use the other party’s Confidential Information only for the purposes of performing its obligations or exercising its rights under these Terms.

The confidentiality obligations in this Clause 12 shall survive termination of these Terms for a period of three (3) years.

14. Liability

Nothing in these Terms excludes or limits either party’s liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be excluded or limited by Applicable Law.

Subject to Clause 13.1, The Company’s total aggregate liability to you under or in connection with these Terms (whether in contract, tort including negligence, misrepresentation or otherwise) shall not exceed the total Fees paid by you to The Company in the twelve (12) months immediately preceding the event giving rise to the claim.

Subject to Clause 13.1, neither party shall be liable to the other for any: (i) loss of profits; (ii) loss of business or contracts; (iii) loss of revenue; (iv) loss of anticipated savings; (v) loss of goodwill or reputation; or (vi) indirect, special or consequential loss, whether or not such loss was foreseeable or the party had been advised of the possibility of such loss.

You acknowledge and agree that The Company is not the seller of goods or services supplied by you to Members. The rights and obligations relating to Members’ acquisition of goods or services from you exist between you and the Member only.

15. Force Majeure

Neither party shall be liable to the other for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by a Force Majeure Event, provided that: (i) the affected party notifies the other party as soon as reasonably practicable; (ii) the affected party uses reasonable endeavours to mitigate the effect of the Force Majeure Event and to resume performance as soon as reasonably practicable.

If a Force Majeure Event continues for more than sixty (60) days, either party may terminate these Terms by providing written notice to the other, without liability to either party save for fees already paid or accrued.

For the purposes of these Terms, ‘Force Majeure Event’ means any event beyond a party’s reasonable control, including but not limited to: acts of God; war; terrorism; riot; fire; flood; earthquake; epidemic or pandemic; governmental action; strikes or industrial disputes; failure of third-party telecommunications or internet infrastructure; or denial-of-service attacks on Facilipay’s infrastructure.

16. Term, Suspension and Termination

Either party may terminate these Terms by providing thirty (30) days’ written notice to the other party, or by closing your Facilipay account within the Platform.

Either party may terminate these Terms immediately by written notice if the other party:

(i) commits a material breach of these Terms that is incapable of remedy;
(ii) commits a material breach that is capable of remedy but fails to remedy it within fourteen (14) days of written notice requiring it to do so;
(iii) enters into insolvency, liquidation, examinership, administration, receivership or any analogous proceedings; or
(iv) ceases or threatens to cease to carry on business.

16.1 Suspension and Restriction of Services

We may suspend, restrict, refuse to process transactions, or terminate your Merchant Account or access to the Services where we reasonably determine that:
(i) you have breached these Terms;
(ii) you have engaged in dishonest, abusive, fraudulent or unlawful activity;
(iii) you have conducted or facilitated a Prohibited Activity;
(iv) we are required to do so to comply with Applicable Law, regulatory obligations, or payment network requirements; or
(v) you fail to provide information reasonably requested for verification, compliance, or risk management purposes.

16.2  Notice and Statement of Reasons

Where we suspend, restrict or terminate your Merchant Account or access to the Services, we will provide you with a statement of reasons for our decision in a durable medium, unless:
(i) we are legally prohibited from doing so; or
(ii) providing such information would compromise fraud prevention, security, or the integrity of the Services.

16.3 Immediate Suspension

We may suspend or restrict access to the Services without prior notice where it is reasonably necessary to:
(i) prevent fraud, security breaches or other harmful activity;
(ii) comply with Applicable Law or a lawful request from a competent authority; or
(iii) protect the integrity, security or reputation of the Services.

16.4 Complaints and Appeals

You may challenge any suspension, restriction or termination decision by contacting us at support@facilipay.io. We will handle complaints in a timely, diligent and non-discriminatory manner, and thereafter inform you of the outcome of our review.

16.5 Effect of Termination

Upon termination for any reason:
(i) all licences granted to you under these Terms shall cease;
(ii) you shall promptly pay any outstanding Fees;
(iii) each party shall return or destroy the other party’s Confidential Information on request; and
(iv) all Member data in your Merchant Account will be subject to our data retention policy as set out in our Privacy Statement.

Clauses that by their nature should survive termination (including Clauses 11, 12, 13, 16, 17, 20 and 25) shall continue in force after termination.

17. Acceptable Use Policy

You agree not to use or permit the use of the Services in any manner that: (i) violates any Applicable Law; (ii) constitutes a Prohibited Activity as defined in Clause 5.4; (iii) involves scraping, mining or otherwise collecting data from the Services by automated means without our prior written consent; (iv) involves uploading or transmitting Prohibited Material; (v) interferes with or disrupts the integrity or performance of the Services or the data contained therein; (vi) attempts to gain unauthorised access to the Services or related systems; or (vii) involves impersonating another person or entity.

You agree not to use or launch any automated system (including robots, spiders or scrapers) that accesses the Services in a manner that sends more request messages to Facilipay’s servers than a human can reasonably produce in the same period of time using a conventional browser.

We reserve the right to update this Acceptable Use Policy from time to time. We will notify you of material changes in accordance with Clause 2.

18. Third Party Services and Links

You may be offered Third Party Services through the Merchant App or Website. If you use any Third Party Services, you are responsible for reviewing and understanding their terms of use. Facilipay is not responsible for the performance of such Third Party Services.

The Website may contain links to third party websites for convenience. The inclusion of any link does not imply approval, endorsement or recommendation by LoyLap. You access any such website at your own risk and LoyLap expressly disclaims all liability in relation to third party websites.

19. Electronic Communications

19.1 Electronic Notices and Disclosures

The Merchant agrees that Facilipay may provide notices and other information regarding the Services to the Merchant electronically, via the method(s) described in the relevant clause of these Terms or in the manner set out in this Clause 18. In particular:

(a) Facilipay may provide disclosures required by law and other information about the Merchant’s legal rights and duties electronically;

(b) where required or requested, the Merchant’s electronic signature (via “click-through” acceptance or other electronic method) on agreements and documents relating to the Services has the same legal effect as if the Merchant had signed them in ink;

(c) Facilipay may send all communications, billing statements, amendments to the Services, notices, and other disclosures or information regarding the Services (collectively, “Disclosures”) to the Merchant electronically: (i) via email to the Merchant’s registered email address; (ii) by access to a website that Facilipay designates in an email notice sent to the Merchant at the time the information is available; or (iii) to the extent permissible by law, by access to a website that Facilipay will generally designate in advance for such purpose;

(d) if the Merchant wishes to retain a copy of any Disclosure, the Merchant may print or download a copy for its records; and

(e) this consent applies to all future Disclosures sent to the Merchant in connection with the Services or these Terms.

19.2 Deemed Receipt and Effect of Electronic Communications

By consenting to these Terms, the Merchant agrees that electronic Disclosures have the same meaning and legal effect as paper Disclosures. When Facilipay sends the Merchant an email or other electronic notification alerting the Merchant that a Disclosure is available electronically, or makes a Disclosure available online, that communication shall have the same meaning and effect as if Facilipay had provided a paper Disclosure to the Merchant, whether or not the Merchant chooses to view, print or download the Disclosure. The Merchant acknowledges that it cannot rely on a failure to read or access an electronic Disclosure as a defence to, or grounds for relief from, any obligation arising under these Terms or Applicable Law.

It is the Merchant’s responsibility to ensure that its registered email address is kept accurate and up to date at all times. Facilipay shall not be liable for any failure by the Merchant to receive a Disclosure where such failure results from an incorrect, outdated or inactive email address held on the Merchant Account.

20. Anti-Bribery and Ethical Conduct

Each party shall: (i) comply with all applicable anti-bribery and anti-corruption laws, including the Prevention of Corruption Acts 1889 to 2010 (Ireland); (ii) not engage in any activity, practice or conduct that would constitute an offence under such laws; and (iii) promptly notify the other party if it becomes aware of any breach or suspected breach of this Clause 19.

21. General

21.1 Severability

If any provision of these Terms is prohibited by law or judged by a court to be invalid, illegal or unenforceable, such provision shall be severed from the Terms, which shall otherwise remain in full force and effect.

21.2 Entire Agreement

These Terms, together with our Privacy Statement, any Data Processing Agreement and any order form or subscription agreement executed between the parties, constitute the entire agreement between the parties relating to the Services and supersede all prior representations, warranties and understandings between them, whether written or oral.

21.3 No Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy.

21.4 Assignment

You may not assign, transfer, subcontract or deal in any other manner with any of your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, provided we give you reasonable notice.

21.5 Notices

All notices under these Terms shall be in writing. Notices to LoyLap shall be sent to support@facilipay.io or to our registered address. Notices to you shall be sent to your registered email address or the address provided in your Merchant Account.

21.6 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Republic of Ireland. Each party agrees to submit to the exclusive jurisdiction of the courts of Ireland in respect of any dispute arising under or in connection with these Terms.

22. Consumer Prepayments & Member Protection

You acknowledge that where Members prepay funds to your Merchant Account (for example, through Gift Cards, Bundles, or top-up accounts), those funds represent a liability owed by you to your Members.

Facilipay acts solely as a technology intermediary in facilitating prepayments. Facilipay does not hold prepaid funds on behalf of Members and accepts no liability for any failure by you to honour prepaid balances or Experiences purchased through the Services.

You are responsible for compliance with all applicable legislation governing prepaid instruments, including (where applicable) the European Union (Payment Services) Regulations 2018 and the Consumer Rights Act 2022 (Ireland).

In the event of your insolvency, closure or cessation of business, Members who have prepaid funds or unredeemed vouchers will have a claim against you (not Facilipay) as an unsecured creditor. You are strongly advised to maintain adequate reserves to cover outstanding prepaid balances.

23. Feedback and Improvements

If you provide us with any suggestions, recommendations or other feedback relating to the Services (‘Feedback’), you grant us a royalty-free, irrevocable, perpetual, worldwide licence to use and incorporate such Feedback into the Services or any other products or services, without any obligation to compensate you.

24. Previous Versions

Previous versions of these Merchant Terms of Use are available on request by contacting support@facilipay.io

25. Definitions

In these Terms, the following defined terms apply:

• ‘Applicable Law’ means all laws, regulations, regulatory requirements and codes of practice applicable to a party, including GDPR and Irish law.
• ‘Applicable Data Protection Law’ means the General Data Protection Regulation (EU) 2016/679, the Data Protection Acts 1988–2018 (Ireland), and any successor or implementing legislation.
• ‘Business Day’ means a day other than a Saturday, Sunday or public holiday in Ireland.
• ‘Campaign’ means a targeted marketing communication or promotional offer sent by a Merchant to Members through the Services.
• ‘Compatible Mobile Device’ means a smartphone or tablet device running a supported version of iOS or Android, as set out in the minimum technical requirements published on our Website from time to time.
• ‘Confidential Information’ means any information disclosed by one party to the other that is marked as confidential or that ought reasonably to be considered confidential given its nature and the circumstances of disclosure, excluding information in the public domain (other than by breach of these Terms).
• ‘Content’ means any content including images, videos, hyperlinks and text uploaded to the Services by a Member or Merchant.
• ‘Data Processing Agreement’ means the data processing agreement entered into between the parties pursuant to GDPR Article 28, as published or made available by LoyLap from time to time.
• ‘Disclosures’ has the meaning given to it in Clause 18.1(c), and means all communications, billing statements, amendments to the Services, notices, and other disclosures or information regarding the Services sent or made available by Facilipay to the Merchant electronically.
• ‘Experience’ means a voucher or product sold through Facilipay’s Experiences feature, redeemable for a specific service, activity or product.
• ‘Fees’ means the fees payable for the Services as set out in Clause 8 and our pricing schedule.
• ‘Force Majeure Event’ has the meaning given to it in Clause 14.3.
• ‘GDPR’ means the General Data Protection Regulation (EU) 2016/679.
• ‘Hardware’ means any physical device, terminal, POS equipment, card reader, kiosk or other hardware supplied by Facilipay to you.
• ‘Intellectual Property Rights’ means patents, trademarks, service marks, trade names, copyrights, database rights, design rights, know-how, trade secrets and any other intellectual or industrial property rights, whether registered or unregistered.
• ‘IST’ means Irish Standard Time (UTC+1 during daylight saving, UTC+0 in winter).
• ‘Liabilities’ means liabilities, losses, damages, costs and expenses (including reasonable legal costs).
• ‘LoyLap’ means Smart Points Limited trading as LoyLap and Facilipay, company number 512270, registered address 6a Liberty Lane, Portobello, Dublin D08 FX66, Ireland.
• ‘Facilipay’ means Smart Points Limited trading as LoyLap and Facilipay, company number 512270, registered address 6a Liberty Lane, Portobello, Dublin D08 FX66, Ireland.
• ‘Loyalty Program’ means the terms and conditions set by a Merchant pursuant to which the Merchant provides Rewards to Members through the Services.
• ‘Materials’ means any marketing, printed or digital materials customised and supplied by Facilipay to you.
• ‘Member’ means any person who uses the Services to avail of goods or services provided by Merchants, carry out Transactions or participate in a Loyalty Program.
• ‘Merchant’ means a supplier of goods and/or services who has a Facilipay Merchant Account.
• ‘Merchant Account’ means a Merchant’s account with Facilipay for processing Transactions applicable to that Merchant.
• ‘Merchant App’ means the Facilipay Merchant mobile or web application.
• ‘Online Ordering’ means Facilipay’s online ordering feature that enables Members to place orders via mobile app, website or social media.
• ‘Platform’ means the combined, or a function of, the Smart Points services as a whole.
• ‘Personal Data’ has the meaning given to it in Applicable Data Protection Law.
• ‘Premises’ means the building(s) used by the Merchant for supplying goods and/or services to Members.
• ‘Prohibited Activity’ has the meaning given in Clause 5.4.
• ‘Prohibited Material’ means any Content which is defamatory, offensive, abusive or illegal.
• ‘Rewards’ means any cashback, loyalty stamps, discount, bundle or other benefit provided by a Merchant to Members through the Services.
• ‘Security Incident’ has the meaning given in Clause 10.7.
• ‘Self-Checkout’ means Facilipay’s self-service checkout feature enabling Members to scan and pay for goods.
• ‘Services’ means the Merchant App, Website, dashboard, analytics, and all other associated features and services provided by Facilipay, including (without limitation) Gift Cards, Loyalty Programs, Online Ordering, Experiences, Self-Checkout, Bundles, Campaigns and payment processing.
• ‘Terms’ means these LoyLap Merchant Terms of Use, incorporating Facilipay’s Privacy Statement and any applicable Data Processing Agreement.
• ‘Third Party Services’ means services, products and promotions supplied by a party other than Facilipay.
• ‘Transaction’ means any interaction carried out by a Member or Merchant on the Services involving the transfer of value, redemption of Rewards, or purchase of goods or services.
• ‘Warranty Period’ has the meaning given in Clause 7.2.
• ‘Website’ means www.facilipay.io and any associated subdomains or related domains such as loylap.com and thegiftcardcompany.com