1. Introduction
This Agreement (“Terms”) governs the use by the Merchant of the Tap2 Loyalty Platform (“Platform”) provided by Tap2 Technologies Ltd (“Tap2,” “we,” “our,” or “us”). By accessing or using the Platform, the Merchant agrees to be bound by these Terms.
2. Definitions
Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
Confidential Information: All information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”), in any form, marked as confidential or reasonably understood as confidential.
Consumer Data: Personal data of end users of the Platform (e.g., loyalty card holders).
Data Protection Laws: All applicable data protection and privacy laws, including the EU GDPR and local implementing legislation.
Fees: All amounts payable by the Merchant to Tap2 under these Terms.
Force Majeure Event: Events beyond reasonable control (e.g., natural disasters, strikes, internet outages, denial of service attacks, government actions).
Intellectual Property Rights: All patents, copyrights, trademarks, trade secrets, and related rights.
Merchant Data: Data, content, and materials provided or generated by the Merchant through the Platform.
Order Form: Document executed between the Parties specifying Services, Fees, and transaction-specific terms.
Services: The Platform and any associated support, maintenance, or professional services.
Subprocessor: Any third-party engaged by Tap2 to process Merchant or Consumer Data.
3. Service Levels and Support
Tap2 will use commercially reasonable efforts to make the Platform available with 95% uptime (measured quarterly).
Scheduled maintenance will be announced in advance.
Support will follow the channels and timelines defined in the Order Form.
If uptime commitments are not met, service credits (as defined in the Order Form) will apply.
4. Fees and Payments
Fee Structure:
Activation Fee: One-time, non-refundable.
Per-Location Fee: Recurring, per active location.
Usage Fee: Variable, based on Cards Issued.
Card Issued: When a digital pass is created in Apple Wallet or Google Wallet.
Active Location: A location enabled in the Tap2 dashboard or via API.
Tap2’s records are conclusive for billing.
Billing: Invoices issued every four (4) weeks unless otherwise agreed. Payment due within 30 days.
Late Payment: Interest at 1.5% per month (or max allowed by law). Tap2 may suspend access if payment remains unpaid after notice.
Refunds: Fees are non-refundable except in limited cases of termination due to Tap2’s breach. Activation and Per-Location Fees are always non-refundable.
5. Intellectual Property
Tap2 retains all rights in the Platform, customizations, and integrations.
Merchant receives a limited, non-exclusive license for internal use.
Customizations or integrations remain Tap2’s exclusive property.
6. Data Protection
Both Parties will comply with applicable Data Protection Laws.
Tap2 will implement security measures (encryption, access controls, secure subprocessors).
Tap2 will notify Merchant within 72 hours of data breaches.
Use of third-party services (e.g., Apple Wallet, Google Wallet) may involve data transfer outside Tap2’s control.
7. Limitation of Liability
Tap2’s liability capped at the lesser of three (3) months’ Fees or €10,000.
Exceptions: death/personal injury, breach of confidentiality or data laws, gross negligence, or willful misconduct.
No liability for indirect or consequential damages (e.g., lost profits).
8. Indemnities
Merchant indemnifies Tap2 for misuse, breaches, or claims from end users/regulators.
Tap2 indemnifies Merchant if the unmodified Platform infringes third-party IP rights.
Indemnity procedures: notice, control of defense, cooperation.
9. Termination and Suspension
Either Party may terminate for uncured material breach within 30 days.
Tap2 may terminate immediately for insolvency, unauthorized transfers, or data breaches.
Merchant may terminate for convenience with 30 days’ notice.
Post-termination: Merchant may export data (within 60 days); Tap2 deletes/anonymizes data within 90 days.
10. Confidentiality
Each Party must protect Confidential Information for 2 years after termination.
Disclosure allowed to Affiliates, advisors, or as required by law (subject to confidentiality).
Upon termination, Confidential Information must be returned or destroyed.
11. Governing Law and Dispute Resolution
Governed by the laws of the Netherlands.
Disputes: mediation in Amsterdam, then litigation in Amsterdam courts or arbitration (ICC/UNCITRAL).
12. Miscellaneous
Merchant may not assign Terms without Tap2’s consent; Tap2 may assign to an Affiliate or upon sale.
Tap2 may audit Merchant compliance once per year.
Tap2 may list Merchant as a customer (subject to brand guidelines).
These Terms, Privacy Notice, and Order Form constitute the entire agreement.