Terms of Use

Applicable From 01/07/2019

User Terms

1.Introduction

1.1 These terms and conditions (“the Agreement”) apply to your account with us (“Zeal Account”) and to the loyalty, ordering, payment, promotional content and other services (collectively, “Zeal Services”) we provide in relation to your Zeal Account. These terms apply to your Zeal Account, the Zeal Rewards mobile application (“Zeal App”), and the merchant’s team app (“Zeal Team App”) that serves as a scanner and may provide other services to the merchant. By downloading the Zeal App, a Zeal Team App, setting up a Zeal Account or by using any of the Zeal Services, you agree to be bound by these terms which form a binding contract between you and us from that point until you or we terminate your Zeal Account.

1.2 The Zeal Account, Zeal App, and Zeal Team App are operated, and the Zeal Services are provided, by Zeal IO Limited (“we”, “us”, “Zeal” and “our”), a company registered in England and Wales (Company Number 11998285) with registered offices at 69 Dashwood House, W2 5JU, Ealing, UK.

We provide merchants with a platform to offer a digital loyalty program (each, a “Merchant”) to their customers through a mobile application and a dashboard to track customer data analytics.

1.3 You can contact us by writing to us at the address above or by emailing us at hello@zeal-app.com. We will communicate with you in the English language and you agree that most communications will be by email or by us posting content on our website.

2. Rights & Terms Enforcement

2.1 Subject to your compliance with the terms hereof, Zeal grants you a limited non-exclusive, non-transferable, non-sublicense able license to download and install a copy of the Zeal App for free on a mobile device that you own or control and to run the Zeal App solely for your own personal non-commercial purposes. By downloading the Zeal App and installing any updates we make available, you

agree with all the following:

(a) you do not systematically retrieve data or other content from the Zeal App to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

(b) you do not make any unauthorized use of the Zeal App, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences.

(c) you do not circumvent, disable, or otherwise interfere with security-related features of the Zeal App, including features that prevent or restrict the use or copying of any Services or enforce limitations on the use of the Zeal App and/or the Services contained therein.

(d) you do not trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;

(e) you do not make improper use of our support services or submit false reports of abuse or misconduct;

(f) you do not engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

(g) you do not interfere with, disrupt, or create an undue burden on the Zeal App or the networks or services connected to the Zeal App;

(h) you do not attempt to impersonate another user or person or use the username of another user;

(i) you do not sell or otherwise transfer your Zeal Account;

(j) you do not use any information obtained from the Zeal App in order to harass, abuse, or harm another Zeal Account or Merchant.

(k) you do not use the Zeal App as part of any effort to compete with us or otherwise use the Zeal App and/or the Services for any revenue-generating endeavor or commercial enterprise;

(l) you do not decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site

(m) you do not attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.

(n) you do not harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.

(o) you do not delete the copyright or other proprietary rights notice from any Content.

(p) you do not copy or adapt the software of Zeal App or Zeal Team App, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

(q) you do not attempt to circumvent security features or interfere with the proper working of the Zeal App, any Zeal Team App, your Zeal Account or the Zeal Services;

(c) you do not use the Zeal App and Zeal Team App on multiple mobile devices;

2.2 You may receive links to external sites and third party offers and promotions on the Zeal App, or Zeal Team App. Zeal is not responsible for the content of these sites and does not guarantee that these links and offers will be continuously available. Sending such offers does not imply that we endorse the promoters on the platform.

2.3 We may use any feedback, comments, suggestions, and any constructive information we deem useful in any communication you may send us without compensation, acknowledgment or payment to you for developments including, but not limited to in any Zeal Account, Zeal Services, Zeal App, Zeal Team App, or

other goods or services.

3. Setting up an account

3.1 To engage with any of the Zeal Services, you must create a Zeal Account. You can register for a Zeal Account through the Zeal App. Registering a Zeal Account is free of charge. You must not attempt to open more than one Zeal Account at a time. You may download the Zeal App and each Zeal Team App to only one mobile device at a time.

3.2 To set up an account, you must pass the following minimum eligibility criteria:

(a) you must be an individual acting on your own behalf, in your own personal capacity (and not as a business or on behalf of another person, company or other organisation);

(b) you must be at least 16 years of age (or any older age legally required under local law in your country to bind yourself legally to these terms);

(c) you must have a real mobile phone number that only you have access to;

(d) you must have an active email address that you normally check; and

(e) you must not already hold a Zeal Account or had a Zeal Account which was closed by us.

3.3 The information you provide must be true, accurate, complete and up-to-date. You must update your Zeal Account information promptly in the event of any change to this information. We care about data privacy and security. You explicitly consent to us accessing, processing, and retaining any information you provide to us, for the purposes of providing payment and loyalty parts of the Zeal Services. This does not affect any rights and obligations you or we have under data protection legislation. You may withdraw this consent at any time by closing your Zeal Account. If you do this, we will stop using your data for this purpose, but may continue to process your data for other purposes. Our Privacy Notice explains how we collect, use, disclose, transfer and store your information and sets out your rights to your information. We will inform you when we make any changes to our Privacy Notice.

3.4 We may decline any application to register for a Zeal Account. We are not obliged to give a reason if we decline your application.

3.5 We obtain the right to perform checks including, but not limited to, credit checks to verify your identity and credit status and so we can comply with our anti-money laundering and know-your-client obligations.

4. Our Business Offering and Role

4.1 To make payments using your Zeal Account, you will need to link a debit or credit card ("Payment Card") to your Zeal Account. After you link a Payment Card, you can use your Zeal Account to pay for goods or services offered by the merchants on the platform that we have a relationship with. Also, you can link your Zeal Account to accounts you hold with Merchants and Partners.

4.2 Your Zeal Account, the Zeal App and each Zeal Team App are operated by us but we have no

responsibility for:

(a) the issuance, acceptance or operation of your Payment Card;

(b) Merchant or Partner stores, websites, their goods and/ or services or the operation of any account you hold with them; or

(c) loyalty or rewards schemes and/ or promotional offers in relation to the goods and services offered by the Merchant or Partner under which you may be eligible to earn “Rewards” (for example, free gifts, money off, multi-buy discounts, 'loyalty' points, stamps and similar campaigns). register for a Zeal Account and to use some (but not all) of the Zeal Services, you must provide us with

4.3 The Merchant is responsible for structuring the offer, rewards, goods or services, sale, supply, delivery, customer enquire, after-sale care, or complaint associated with them. Your participation in any loyalty offering on the Zeal App may be subject to additional terms and conditions between you and the Merchant. Zeal only provides the platform for you to make payments and to earn and redeem rewards (collectively, “Transactions”). If you make a Transaction from your Zeal Account, the Transaction will be between you and the Merchant, as opposed to you and us.

4.4 We do not have any authority or influence in resolving any dispute you may have with any Merchant and you agree not to involve us in any such dispute. However, if, without being under any obligation to do so, we do intervene to help resolve a dispute relating to a Transaction or make a goodwill gesture (for example, issuing a refund), we do this on behalf of the relevant Merchant and it does not affect or widen our limited role.

5 Authorised/ unauthorised use of your Zeal Account

5.1 You are the only authorised user of your Zeal Account. You must not let anyone use your Zeal Account.

5.2 If the correct user details (e.g. password, biometrics or code) are entered when your Zeal Account is accessed, we will assume that you are the person accessing your Zeal Account and you will be responsible for such use (including any Transactions). You must notify us immediately by emailing hello@zeal-app.com if you discover or suspect that your Zeal Account has been compromised or suspect an unauthorised Transaction. Until you do, your Zeal Account will not be secure and you will be liable for Transactions under your Zeal Account. If we suspect that your account has been compromised or suspect an unauthorised transaction, we may communicate with you via your registered email address or via other secure means agreed between you and us. We may need to verify your identity as part of this process.

5.3 We are responsible for correct and timely processing of Transactions. Where we process a Transaction in error or the Transaction is unauthorised, we will refund the Transaction without undue delay. In most situations, you will be responsible for any unauthorised Transaction (but not Transactions we make in error) only up to a maximum amount of £35/ €50 (or the local equivalent). We will be responsible for any Transaction value in excess of this amount and will arrange for your Payment Card to be credited but only where (a) the unauthorised use was not detectable by you prior to a payment; (b) the unauthorised use was caused by our acts or omissions or those of our partners; and (c) you notify us (by emailing support@yoyowallet.com) within thirteen (13) months of the date on which your Payment Card is charged or you become aware of the Transaction. However, you will be liable for the full amount of the Transaction if you (i) have acted fraudulently; or (ii) are intentionally or negligently in breach of these terms (including as to the timeframe for notifying us that your Payment Card and/ or Zeal Account might be compromised).

5.4 We reserve the right to alter or replace your user details, or require you to do so, at any time. We may suspend access to your Zeal Account in the meantime.

6. Paying with your Zeal Account

6.1 Your Payment Card must be issued in your name by a bank, building society or other recognised financial institution and must be valid and unexpired. You must update your Zeal Account information promptly if you change Payment Card. If you link a Payment Card to your Zeal Account, we may seek to authenticate its details by making a credit to or a reservation of a small amount of money from it - any funds reserved in this way will be released back to you within 5 working days. You may link a Payment Card to only one Zeal Account at a time. We will not be liable for any charges you incur from your Payment Card provider as a result of taking these steps.

6.2 You can pay using your Zeal Account through the Zeal App or Zeal Team App by scanning the QR code at the point of sale in-store or by clicking the “Buy Now”, “Claim Now”, “Pay with Yoyo” or similar button in-app or online.

6.3 Your payment instruction is authorised when you receive confirmation in-app or at the point of sale. We aim to charge the Transaction amount to your Payment Card by the end of the next business day but could take up to thirty (30) days. Once payment is authorised you cannot cancel or amend the Transaction through the Zeal Services or by contacting us. Any cancellation or amendment of the Transaction will be subject to the Merchant’s refund policy. Please contact the relevant Merchant in-store, online or as instructed on the Merchant’s website.

6.4 We may apply limits to the number and value of Transactions processed through your Zeal Account. You will not be able to make Transactions in excess of these limits until we have carried out additional steps to verify your identity under anti-money laundering rules. We reserve the right to suspend your Zeal Account until necessary verification checks have been completed. Merchants, Partners and your Payment Card issuer may apply their own restrictions in addition to ours.

6.5 When you make a purchase with your Zeal Account, a digital receipt will be created in real-time and will be available to view in the “activity” section in your Zeal Account. You can download these receipts in .pdf or .csv format at any time from your Zeal Account.

8. Promotional Content and Campaigns

8.1 Merchants and Partners may run adverts and promotional campaigns on the Zeal App. We may (subject to you opting-in, where necessary) communicate those campaigns to you where the relevant Merchant or Partner (not us) is the promoter of the campaign. If you receive communications about a campaign from Zeal, we do not guarantee that you are eligible to participate in it and you should check (with the relevant Merchant or Partner) that you are eligible, what you have to do (if anything) to participate, for how long it is available and any other material conditions, as set out in the relevant campaign terms and conditions.

8.2 The relevant Merchant or Partner (not us) is responsible for the promotional campaigns and the terms and conditions that apply and making sure you are aware of them. The Merchant or Partner may choose to change or discontinue a campaign at any time.

8.3 You may cease to be eligible to continue participating in any ongoing Campaign and cease to be

entitled to benefit from a Reward if:

(a) your Zeal Account is suspended or closed;

(b) the Merchant or Partner ceases to work with us; or (c) the Merchant or Partner changes or discontinues the campaign.

8.4 We will not be responsible for any detriment or disappointment you may suffer because of your participation in any campaign, Reward, offer or promotion. This will not affect any Transaction that has already been completed.

9. Amendments

9.1 Zeal may vary the Terms and Conditions from time to time at its absolute discretion.

9.2 If a material change to the Terms and Conditions is made, Zeal will notify you about them, including details of when they will come into effect.

9.3 Subject to any statutory notice period, you will be deemed to have accepted the change, even if you do not tell us, if (a) you continue to use your Zeal Account, the Zeal Services, the Zeal App or a Zeal Team App after the date specified; or (b) you do not close your Zeal Account before the date specified for the change.

10. Suspension/Termination of Zeal Account

10.1 You may close your Zeal Account, without charge, at any time by emailing hello@zeal-app.com .

10.2 We may close your Zeal Account or withdraw any of the Zeal Services without reason at any time at our absolute discretion.

10.3 We may, from time to time, suspend (in whole or in part) the operation of any Zeal Services and/ or your use of your Zeal Account if (a) we suspect your Zeal Account is being used in connection with unauthorised, fraudulent or unlawful activities; (b) that the security of your Zeal Account has been compromised or suspect an unauthorised Transaction; (c) we are required to do so by law, court order or the instructions of a regulator; (d) you breach any of these terms; or (e) as otherwise set out in these terms.

10.4 We may, with or without prior notice, close your Zeal Account if (a) you no longer satisfy the minimum eligibility criteria set out in paragraph 3.2; (b) you use the Zeal Account, Zeal App, Zeal Team App or Zeal Services in connection with fraudulent or unlawful activities; or (c) you breach any of these terms.

10.5 If you have breached these terms, we may take such additional action as we deem appropriate including by (a) issuing a warning to you; (b) commencing legal proceedings against you for recoverable loss and damage resulting from the breach (including reimbursement of all sums paid if you have used your Zeal Account in a fraudulent manner and/or using an unauthorised payment card); (c) disclosing relevant information to law enforcement authorities; and/ or (d) suspending your Zeal Account and use of the Zeal Services. The actions described above are not limited and we may take any other action we deem appropriate.

10.6 Upon closure of your Zeal Account, for whatever reason (a) all rights granted to you under these terms will cease immediately (but this will not affect any rights or remedies which either you or we may have in respect of anything that takes place before your Zeal Account is closed); and (b) you must discontinue promptly all use of your Zeal Account, the Zeal Services, the Zeal App and Zeal Team App(s).

11. Our liability

11.1 Nothing in these terms shall limit or exclude our liability to you (a) for death or personal injury caused by our negligence; (b) for fraud or fraudulent misrepresentation; (c) for breach of any term implied by the Consumer Rights Act 2015 which, by law, may not be limited or excluded; or (d) for any other liability that, by law, may not be limited or excluded.

11.2 TO THE FULLEST EXTENT PERMITTED BY LAW WE DISCLAIM AND EXCLUDE ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER IMPLIED OR EXPRESS AND WHETHER ARISING BY LAW, CONTRACT OR A COURSE OF DEALINGS BETWEEN US.

11.3 WE DO NOT GUARANTEE THE CONTINUOUS OR UNINTERRUPTED OPERABILITY OF THE ZEAL SERVICES OR YOUR ZEAL ACCOUNT. THERE MAY BE PERIODS OF DOWNTIME FOR MAINTENANCE AND UPGRADE WORK (WHETHER ON A SCHEDULED OR UNSCHEDULED BASIS). WE ARE NOT RESPONSIBLE FOR THE SECURITY OF INFORMATION THAT YOU CHOOSE TO COMMUNICATE WITH US WHILE IT IS BEING TRANSMITTED OR FOR ANY DATA LOST DURING TRANSMISSION.

11.4 SUBJECT TO PARAGRAPH 11.1, IN NO EVENT SHALL WE, OUR AGENTS, OFFICERS, EMPLOYEES OR SUB- CONTRACTORS BE LIABLE TO YOU FOR ANY LOSS OR CORRUPTION OF DATA, SOFTWARE OR HARDWARE; LOSS OF ANTICIPATED SAVINGS; LOSS OF PROFIT OR ECONOMIC LOSSES; INDIRECT, SPECIAL OR CONSEQUENTIAL LOSSES AND ANY LIABILITY WE DO HAVE FOR LOSSES YOU SUFFER IS STRICTLY LIMITED TO LOSSES THAT WERE REASONABLY FORESEEABLE AND, IN ANY CASE, SHALL NOT EXCEED THE SUM OF £150.

11.5 WE WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ANY OF OUR OBLIGATIONS THAT IS CAUSED BY ANY ACT OR OMISSION OF A THIRD PARTY OR EVENTS OUTSIDE OUR REASONABLE CONTROL.

12. Complaints handling

12.1 If you wish to make a complaint about an order you place, a Merchant’s store, website or the goods and services you purchase please contact the relevant Merchant in-store or as instructed on the Merchant’s website.

12.2 If you wish to make a complaint about your Zeal Account or the Zeal Services, please email hello@zeal-app.com giving brief details of your complaint. A summary of our complaints handling procedures is available our website and we can provide a copy on request.

13. General

13.1 You may not transfer or assign any or all of your rights or obligations under any these terms.

13.2 If we fail to enforce any of our rights, that does not result in a waiver of that right.

13.3 If any provision of these terms is found to be unenforceable, all other provisions shall remain unaffected.

13.4 These terms may not be varied except with our express written consent.

13.5 These terms and any document expressly referred to in them represent the entire agreement between you and us in relation to the subject matter of any these terms. We are required by law to advise you that the contract formed on these terms may be concluded in the English language only and that no public filing requirements apply.

13.6 Upon request, we will provide you with a copy of these terms or any part of the information contained within them (including information set out in Schedule 4 of the Payment Services Regulations 2017). You can download these terms from our website at any time.

13.7 No third party has the right to enforce any of these terms under the Contracts (Rights of Third Parties) Act 1999.

13.8 These terms shall be governed by English law, except that if you live in a country (which, for these purposes, includes Scotland or Northern Ireland) of the European Union other than England, there may be certain mandatory applicable laws and regulatory codes and/or guidance of your country which apply for your benefit and protection in addition to or instead of certain provisions of English law.

13.9 You agree that any dispute between you and us regarding these terms or any Zeal Services or your Zeal Account will only be dealt with by the English courts, except that if you live in a country (which, for these purposes, includes Scotland or Northern Ireland) of the European Union other than England, you can choose to bring legal proceedings either in your country or in England, but if we bring legal proceedings, we may only do so in your country. We are required to inform you that the Financial Ombudsman Service is an alternative dispute resolution body to whom we are obliged, by the rules of the Financial Conduct Authority, to refer certain disputes that cannot be resolved between you and us. For more information, please refer to paragraph 12.3.

13.10 The European Online Dispute Resolution platform http://ec.europa.eu/consumers/odr/ provides information about alternative dispute resolution which may be of interest and we are required to inform you that you may use it if there is a dispute that cannot be resolved between you and us.