Terms of Service

The short version

1. About us

Spark Studio Ltd, trading as Spark Loyalty ("Spark", "we", "us", or "our"), is a company registered in England and Wales, company number 17267086. Our registered office is 48 Crowestones, Buxton, England, SK17 6NZ.

We provide digital loyalty cards for independent businesses, delivered to Apple Wallet and Google Wallet (the "Service").

2. Who these terms apply to

These Terms of Service ("Terms") govern your access to and use of the Service, including our website at sparkloyalty.co.uk, our merchant dashboard at app.sparkloyalty.co.uk, the loyalty cards we issue on your behalf, and all related tools and features.

These Terms apply to you as a merchant ("Merchant", "you", or "your") when you create an account and use Spark to run loyalty cards for your customers.

The following documents form part of these Terms, and you should read them alongside this one:

• our Privacy Policy, at sparkloyalty.co.uk/privacy;
• our Data Processing Agreement, at sparkloyalty.co.uk/dpa;
• our list of sub-processors, at sparkloyalty.co.uk/subprocessors; and
• our pricing page, at sparkloyalty.co.uk/pricing.

If you are a customer of a business that uses Spark, these Terms do not apply to you. Your loyalty card is provided by that business, and their terms apply, along with Apple's or Google's terms for the wallet the card sits in. Spark is not a party to that relationship.

By creating an account or using any part of the Service, you agree to these Terms. If you do not agree, do not use the Service.

If we have entered into a separate written agreement with you, such as a signed order form or an agreement covering several locations, that agreement prevails over these Terms to the extent of any conflict, and only for the account it covers.

3. Some words we use

• "Member" means one of your customers who holds one of your Spark loyalty cards.
• "Card" means a digital loyalty card issued through the Service and delivered to Apple Wallet or Google Wallet.
• "Reward" means whatever you have promised a member when they reach the goal on their card.
• "Your Content" means anything you upload or enter, including your business name, logo, card designs, reward text and messages.
• "Plan" means the subscription you have chosen. Current plans are Starter, Growth and Pro.
• "Location" means one physical trading address you operate. Whatever happens inside it counts as one location, so premises containing both a spa and a café is one location, not two.

4. Eligibility

To use Spark, you must:

• be at least 18 years old;
• be operating a legitimate business in the United Kingdom, or in another country where we have confirmed to you that we operate;
• have the legal authority to enter into a binding contract on behalf of that business; and
• not be prohibited from using the Service under any applicable law.

5. Your account

5.1 Registration

To use the Spark dashboard you need an account, and the information you give us must be accurate and current. Keep it up to date, particularly your email address, because that is how we tell you about billing and about changes that affect you.

5.2 Account security

You are responsible for keeping your login details confidential and for everything that happens under your account. Tell us straight away at support@sparkloyalty.co.uk if you think someone has got into your account who should not have.

Subject to clause 13.4, we are not liable for loss or damage caused by your failure to keep your login details secure.

5.3 Your team

If your Plan includes team accounts, you are responsible for what the people you invite do with the Service. Remove their access when they leave your business. Each person should have their own login, and login details should not be shared.

5.4 One business per account, and your locations

Each account is for one business. If you run genuinely separate businesses, each needs its own account. Get in touch at support@sparkloyalty.co.uk if you are not sure which you are.

Your Plan includes a set number of Locations: one on Starter, up to three on Growth, and up to five on Pro. These are our own commercial limits and have nothing to do with Apple or Google.

You need to tell us about each Location you want to use with the Service, and keep that information accurate. Features that depend on a Location, including lock screen relevance and per-location reporting, only work for Locations you have told us about.

If you operate more Locations than your Plan includes, upgrade or contact us to agree separate terms. Above five Locations there is no self-serve Plan, and we will price it with you.

6. The Service

6.1 What Spark does

Spark gives you a dashboard to:

• create branded loyalty cards and deliver them to Apple Wallet and Google Wallet;
• record stamps, visits or points, and rewards claimed;
• see how often your members return;
• send wallet notifications to your members; and
• use Push Agent, our AI-assisted messaging tool, on Plans that include it.

6.2 Spark is not a payment system

We do not take payments from your members, we do not see what they spend, and we do not process transactions. Where you run a points card, you or your team enter the amount and we record the resulting points. Nothing in the Service is a till, a card machine or a payment service.

6.3 You honour your own rewards

You decide what your reward is, and you are solely responsible for honouring it. We record progress towards it and tell your members when they have reached it. We do not issue, fund, guarantee or honour any reward, voucher, discount or free item, and we are not a party to any promise you make to a member.

You must make sure your rewards are genuine, available, and described accurately on the card and in any message you send.

6.4 The Service is still being built

Spark is in active development. Features will be added, changed and occasionally removed. We will not make a change that materially reduces what your Plan includes without giving you reasonable notice and the chance to cancel. Beyond that, we may improve, alter or discontinue individual features at our discretion.

6.5 Plans, features and limits

What you can do depends on your Plan. Current Plan features, prices and limits are set out on our pricing page, which forms part of these Terms. Location limits are in clause 5.4.

Where a Plan says members are unlimited, that means we do not cap how many people hold your cards. It does not mean unlimited messages. We may apply fair and reasonable limits on message volume to keep the Service working for everyone and to keep our own costs sustainable, and we will tell you before applying a limit to your account unless the volume is causing immediate harm to the Service.

6.6 Free trial

We offer a 30-day free trial on all Plans. No payment details are needed to start one, and it does not roll into a paid Plan automatically.

If your trial ends and you have not chosen a Plan:

• For the first 30 days after your trial ends, your existing cards stay live and your members keep collecting. You can still stamp at the till. Creating new cards, sending messages, using Push Agent and the full analytics are locked.
• After that 30 days, your cards stop collecting and your dashboard becomes read only.
• Ninety days after your trial ends, we close your account and delete your data, including your member data, as described in clause 12.4.

We do this because your members joined your scheme, not ours, and a card that dies overnight looks like a broken promise from you. Choose a Plan at any point during those 90 days and everything carries on where it left off.

6.7 Availability

We aim to keep Spark available at all times, but we do not promise uninterrupted or error free access, and we do not offer a service level agreement unless we have agreed one with you in a separate written agreement. We may need to carry out maintenance or updates that affect availability, and we will give notice where we reasonably can.

6.8 Other companies' services

The Service depends on other companies, including Apple, Google, our hosting and database providers, our payment processor, our email provider and our AI provider. Each of them is named at sparkloyalty.co.uk/subprocessors, along with what they do and where they process data.

Your use of Apple Wallet and Google Wallet is subject to Apple's and Google's own terms and privacy policies. We do not control those services and, subject to clause 13.4, we are not responsible for them.

7. Push Agent and AI-generated content

Push Agent drafts message copy and suggests which of your members to send it to. It is a drafting tool, not a decision maker.

• Nothing sends without you choosing the audience and approving the message. Standing reminders only run if you switch them on, and you can edit the message first.
• AI-generated copy can be wrong, clumsy or inappropriate for your business. Read it before you send it. Once you send it, it is your message and you are responsible for it.
• We do not use your data, or your members' data, to train AI models.
• To draft copy, we send your instruction, your chosen tone and relevant business details to an AI provider acting as our processor. We do not send it your member records, member names or member email addresses. Our Privacy Policy explains this, and our Data Processing Agreement makes it a contractual commitment.

8. Acceptable use

You agree to use the Service lawfully and in line with these Terms. You must not:

• send unsolicited, misleading or deceptive messages to your members;
• offer a reward you do not intend to honour, or that is not actually available;
• send content through the Service that is offensive, discriminatory, harassing, or unlawful;
• send promotional messages to anyone who has asked you to stop, or who never agreed to receive them;
• upload another business's name, logo or branding as your own;
• try to gain unauthorised access to any part of the Service, our systems, or anyone else's account;
• promote illegal products or activities;
• reverse engineer, copy or redistribute any part of the Service without our written consent;
• use bots, scrapers or similar automated means to access the Service without our prior written permission; or
• do anything that places an unreasonable burden on our infrastructure or disrupts the Service for others.

If we reasonably believe you are in breach of this section, we may suspend your account or your messaging access. Where the breach is serious or ongoing, we may do so immediately and without notice. Otherwise we will tell you what the problem is and give you a chance to put it right.

9. Your members and their data

9.1 You are the data controller

When a member scans your join code and their data is associated with your account, you are the data controller for that personal data and we are your data processor. Your obligations under UK GDPR and the Data Protection Act 2018 stay with you.

You are responsible for:

• having a lawful basis to collect and use your members' personal data;
• giving your members appropriate privacy information about how you use their data, including telling them that a processor issues and maintains their card on your behalf;
• responding to requests from your members to exercise their data rights; and
• making sure everything you send through Spark, including wallet notifications, complies with the Privacy and Electronic Communications Regulations 2003 (PECR) and any other law that applies.

We will help where we reasonably can. If a member contacts us directly, we will pass their request to you and tell them we have done so.

9.2 Data Processing Agreement

Our Data Processing Agreement, at sparkloyalty.co.uk/dpa, sets out the basis on which we process personal data on your behalf. It forms part of these Terms, and by accepting these Terms you accept it too.

It contains everything Article 28 of the UK GDPR requires a contract between a controller and a processor to contain, including what we may and may not do with your member data, the security measures we apply, how we handle sub-processors, how we help you answer your members' requests, what happens if there is a breach, and what happens to the data when you leave.

Where the Data Processing Agreement conflicts with these Terms on anything concerning the processing of your members' personal data, the Data Processing Agreement wins. On everything else, these Terms win.

If your own records, or those of a client, need a countersigned copy, email support@sparkloyalty.co.uk and we will provide one.

9.3 Sub-processors

We use a small number of other companies to process your members' data. Each of them is named at sparkloyalty.co.uk/subprocessors, along with what it does and where it processes data.

You give us general authorisation to use them. We will give you at least 30 days' notice before we add one or replace one, and clause 6 of our Data Processing Agreement sets out how to object and what happens if we cannot resolve your objection.

9.4 Messages to members

You are responsible for making sure any message you send through Spark complies with PECR and UK GDPR, including getting consent where consent is needed and honouring opt-outs promptly.

We may suspend your messaging access if we receive complaints, or if we become aware of messages that are unlawful or in breach of clause 8. We will tell you why.

9.5 What happens to cards when you leave

If your account is closed, for any reason, your cards stop working and your members will no longer collect or claim rewards through Spark. Telling your members is your responsibility, and we would ask you to do it, because they joined your scheme and they will assume you stopped it.

10. Intellectual property

10.1 Ours

All intellectual property rights in the Service, including its software, design, branding and content, are owned by or licensed to Spark Studio Ltd. Nothing in these Terms transfers any of those rights to you.

10.2 Yours

You keep ownership of Your Content. By uploading it you grant us a non-exclusive, royalty-free licence to use, store, adapt and display it for the sole purpose of providing the Service to you, which includes resizing your logo, generating card images and sending your messages.

You confirm you have the right to use Your Content and that it does not infringe anyone else's rights.

10.3 We will not use your name without asking

We will not use your business name, logo, photographs, or anything you have said about Spark on our website, in marketing, or in a case study unless you have given us written permission first. If you give permission, you can withdraw it at any time by emailing support@sparkloyalty.co.uk, and we will remove it promptly.

10.4 Feedback

If you send us ideas, suggestions or feedback, we may use them freely and without any obligation to you, including any payment. You are not obliged to send us feedback, and we are not obliged to act on it.

10.5 Work we do at your request

If we build, configure or customise anything at your request, all intellectual property rights in what we build remain ours, whether or not you have paid us separately for the work. We may make it available to other customers, and usually will, because it improves the Service for everyone.

If you want something built exclusively for you, or want to own what we build, that has to be agreed in writing before we start.

11. Payment, billing and cancellation

11.1 Fees

Paid Plans are billed monthly or annually, as you choose at sign-up. Current prices are on our pricing page. You authorise us to charge your chosen payment method on each billing date.

11.2 VAT

Spark Studio Ltd is not currently registered for VAT, so the price you see is the price you pay and no VAT is added. If we become VAT registered we will give you at least 30 days' written notice, after which VAT will be charged at the prevailing rate in addition to the prices shown.

11.3 Annual billing

Annual Plans are paid in advance for twelve months, at the annual prices shown on our pricing page. Those prices are at least 20% lower than paying monthly for the same Plan across a year.

11.4 Price changes

We may change our prices. We will give you at least 30 days' written notice first, and the new price applies from your next billing date after the notice period. If you do not want to continue at the new price, cancel before it takes effect and you will not be charged it.

11.5 Cancelling

You can cancel at any time from the dashboard or by emailing support@sparkloyalty.co.uk. Cancellation takes effect at the end of the period you have already paid for, and you keep full access until then.

11.6 Refunds

We do not refund part-used monthly periods. For annual Plans, if you cancel within 14 days of your first annual payment we will refund it in full. After that, annual fees are not refundable, and you keep access for the rest of the twelve months.

11.7 Failed payments

If a payment fails we will tell you and try again. Your cards stay live and your members keep collecting for 14 days from the date we tell you. If the payment is still outstanding after 14 days we may suspend your account, and clause 6.6 then applies as though your trial had ended.

12. Term and termination

12.1 Duration

These Terms apply from the day you create your account until your account is closed or these Terms end.

12.2 You can end it

See clause 11.5.

12.3 We can end it

We may suspend or close your account if:

• you breach these Terms and do not put it right within 14 days of written notice, or immediately where the breach is serious;
• we are required to by law or by a regulator;
• you become insolvent, enter administration, or stop trading; or
• we decide to stop providing the Service, in which case we will give you at least 60 days' notice and refund any period you have paid for but not used.

12.4 What happens then

When your account closes, your access to the Service ends and your cards stop working. We keep your data, including your member data, for 90 days from closure so that you can come back or export it, and then we delete it.

You can export your member data from the dashboard at any time while your account is open. Do it before you close the account.

13. Disclaimers and liability

13.1 As is

The Service is provided as is and as available. Subject to clause 13.4, and to the fullest extent the law allows, we make no warranties, express or implied, including any implied warranties of satisfactory quality, fitness for a particular purpose, or non-infringement.

13.2 Cap on our liability

Subject to clause 13.4, and to the fullest extent the law allows, our total liability to you for all claims arising out of or in connection with these Terms, our Data Processing Agreement or the Service, whether in contract, tort (including negligence) or otherwise, will not exceed the total fees you paid to us in the twelve months before the event giving rise to the claim. That cap applies to claims under these Terms and our Data Processing Agreement in aggregate, not to each of them separately.

13.3 What we are not liable for

Subject to clause 13.4, we are not liable for:

• indirect, incidental, consequential or special loss;
• loss of revenue, profit, business, contracts or goodwill;
• loss or corruption of data, beyond our obligation to keep appropriate backups and to act in line with our Data Processing Agreement; or
• loss caused by another company's systems, including Apple Wallet, Google Wallet, or any provider named at sparkloyalty.co.uk/subprocessors.

13.4 What we never exclude

Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded. Nothing in these Terms limits or excludes either party's liability to a data subject or to a supervisory authority under data protection law.

13.5 Your business decisions are yours

Spark shows you information about your members and drafts messages for you. It does not give business, legal, marketing or financial advice, and how you run your loyalty scheme is your decision.

14. Indemnity

You agree to indemnify us, and our directors, employees and agents, against any claims, losses, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• your breach of these Terms;
• Your Content;
• any message you send through the Service;
• any claim by a member relating to your loyalty scheme, your rewards, or your handling of their data; or
• any claim arising from your failure to meet your obligations as a data controller.

This does not apply to the extent the claim is caused by our own breach of these Terms or our negligence.

15. Changes to these Terms

We may update these Terms. Where a change is material we will email you at least 30 days before it takes effect. If you keep using the Service after that date, you accept the updated Terms. If you do not accept them, cancel before they take effect and clause 11.5 applies.

Changes to our Data Processing Agreement are governed by clause 15 of that agreement, and changes to our list of sub-processors by clause 6.3 of it.

16. General

16.1 Governing law

These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with them.

16.2 Sorting problems out

If something goes wrong, email support@sparkloyalty.co.uk first. We would much rather fix it than argue about it, and most things are a misunderstanding. Nothing in this clause stops either of us going to court.

16.3 Entire agreement

These Terms, together with our Privacy Policy, our Data Processing Agreement, our list of sub-processors, our pricing page and any separate written agreement between us, are the entire agreement between us about your use of the Service, and replace any earlier agreements or representations. Neither of us relies on any statement not written into those documents, though this does not limit liability for fraudulent misrepresentation.

16.4 Notices

We will send notices to the email address on your account, so keep it current. You send notices to us at support@sparkloyalty.co.uk. An email is treated as received on the next working day after it is sent.

16.5 Things outside our control

Neither of us is liable for failing to meet an obligation because of something genuinely outside our reasonable control, including the failure of a third-party service the Service depends on. If it lasts more than 30 days, either of us may end this agreement by written notice.

16.6 Severability

If any part of these Terms cannot be enforced, the rest of them still apply.

16.7 Waiver

If we do not enforce part of these Terms straight away, that does not mean we have given up the right to enforce it later.

16.8 Assignment

You may not transfer your rights or obligations under these Terms without our written consent. We may transfer ours in connection with a merger, acquisition or sale of the business, and we will tell you if we do.

16.9 No third-party rights

Nobody other than you and us has any right to enforce these Terms, except as clause 16.3 of our Data Processing Agreement provides.

17. Contact