Merchant Platform Agreement

Version 1.0 • Effective 6/15/2026

This Merchant Platform Agreement (hereinafter: the "Agreement") is entered into as of the date on which the Merchant accepts it through the Portal, by and between:

Legal Name: Kalantrix, vennootschap onder firma (VoF)
Trade Name: Lekki Rewards
Chamber of Commerce Number: 42034702
BTW Number: NL869406607B01
Registered Address: Roy Eldridgepad 27, 3543 GZ, Utrecht, The Netherlands
Email: support@lekki-rewards.com

("Service Provider")

and

Merchant

The business that creates a merchant account and accepts this Agreement through the Portal (the "Merchant"), as identified by the account registration and business verification details — including business name, Chamber of Commerce number, registered address, email, and contact person — provided by the Merchant in the Portal.

("Merchant")

The Service Provider and the Merchant are together referred to as the "Parties" and each individually as a "Party".

  1. DEFINITIONS

For the purposes of this Agreement:

  1. Agreement: means this Platform Use Agreement, including all annexes and Order Confirmations.

  2. Confidential Information: means any non-public commercial, technical, financial or operational information disclosed by one Party to the other.

  3. Fee Schedule: means the pricing schedule published by the Service Provider and made available through the Platform.

  4. Order Confirmation: means an electronic order accepted by the Merchant through the Platform specifying the applicable subscription, fees and billing cycle.

  5. Platform: means the Service Provider's software-as-a-service platform, including the Portal, employee application and consumer-facing application.

  6. Services: means the services provided by the Service Provider under this Agreement.

  7. Merchant Content: means all content uploaded, submitted or made available by the Merchant through the Platform.

  8. Subscription Order means the commercial order accepted by the Merchant for a trial, paid subscription, plan change or other commercial commitment under this Agreement.

  9. Merchant Content means all content uploaded, submitted or made available by the Merchant through the Platform, including business details, menus, campaigns, store information and loyalty programme information.

  10. Cancelled means the status that applies when the Merchant has cancelled an active Trial Order or Subscription Order, but the applicable trial period or billing period has not yet ended.

  11. Expired means the status that applies once a cancelled Trial Order or Subscription Order has reached the end of its applicable trial period or billing period without reactivation or a new active Order.

  12. Suspended means the status that applies where the Merchant has failed to pay an amount when due and, after the applicable payment grace period, the Service Provider has suspended access to the Platform and related business tools.

  13. Deletion Requested means the status that applies once the Merchant has submitted a voluntary account deletion request while eligible to do so, triggering the contractual grace period during which the deletion request may still be withdrawn.

  14. Past Due means the status that applies when an invoice remains unpaid after its due date and during the applicable grace period before the account is placed in Suspended status. 

  15. Joint Controllership Agreement means a separate agreement entered into between the Parties where they act as joint controllers, which sets out their respective roles, responsibilities and arrangements for compliance with Applicable Data Protection Law, including in relation to transparency, data subject rights, security, personal data breach and incident handling, and the allocation of responsibilities as between the Parties.

  1. APPOINTMENT AND SCOPE OF SERVICES

    1. The Service Provider grants the Merchant a limited, non-exclusive, non-transferable right to access and use during the term of this Agreement

    2. The Services may include:

      1. Access to Lekki Rewards Portal (web application);

      2. Access to Lekki for Business (mobile app for iOS and Android);

      3. The display of the loyalty programme, store locations, menus, and campaigns of the Merchant within the Lekki consumer application, alongside tools to create and manage loyalty programmes.

      4. Tools to manage promotional campaigns;

      5. Tools to manage menu information;

      6. Tools to manage employee access and permissions; and

      7. Access to analytics and reporting tools.

    3. Lekki for Business (mobile app) may enable Merchants to:

      1. QR scanning

      2. Stamp/point issuance; and

      3. Reward processing by the employees of the Merchant.

      4. Redeem vouchers, promotions, campaigns unless this activity is already encompassed within the rewards provision under section 2.3.3.

    4. The exact functionality available to the Merchant depends on the subscription plan selected in the applicable Order Confirmation.

    5. Availability. The Service Provider shall use commercially reasonable efforts to maintain the availability and functionality of the Platform.Any availability targets communicated by the Service Provider constitute service objectives only and do not constitute guarantees.

    6. The Service Provider may modify, improve, or update the Platform from time to time, provided that such changes do not materially reduce the core functionality of the active subscription of the Merchant without reasonable notice.

    7. The Service Provider may suspend access to the Platform where reasonably necessary to:

      1. Protect the security or integrity of the Platform;

      2. Investigate suspected misuse;

      3. Comply with legal obligations;

      4. Address payment defaults; or

      5. Prevent harm to the Service Provider, other merchants or consumers.

    8. Menu Processing

      1. The Platform may include tools and functionality, including a designated merchant portal, to assist the Merchant in processing menu information and similar content.

      2. The Merchant may submit menu documents, including but not limited to PDF files, for processing. The Service Provider shall process the submitted documentation on a best-efforts basis and return the processed results to the Merchant within the portal.

      3. The processed menu shall not be displayed within the consumer mobile application until the Merchant has reviewed and approved the relevant content.

      4. The Merchant remains solely and exclusively responsible for reviewing, verifying, and approving all content before publication. This includes checking the accuracy of item names, descriptions, pricing, allergen disclosures, dietary information and any other certification, if applicable.

      5. The review and approval of the Merchant represents the final action that authorises publication to consumers.

      6. The Service Provider shall not be liable for any inaccuracies or data errors that could reasonably have been identified, corrected, or prevented through the review and approval process handled by the Merchant.

  2. MERCHANT OBLIGATIONS

    1. The Merchant shall:

      1. Provide accurate and up-to-date business information, that includes business name, KvK number, address, contact details;

      2. Maintain accurate menu information, pricing and business details;

      3. Comply with all applicable laws and regulations;

      4. Establish and honour fair and lawful loyalty programme terms;

      5. Ensure compliance with consumer protection laws and advertising regulations;

      6. Maintain appropriate security measures regarding employee access credentials;

      7. Promptly revoke access rights for former employees; and

      8. Cooperate with reasonable compliance, security and operational requests from the Service Provider.

    2. The Merchant shall also:

      1. Create and manage employee accounts through the Lekki Rewards Portal;

      2. Assign appropriate roles and permissions to employees from the options made available in the Lekki Rewards Portal;

      3. Revoke access promptly for terminated employees;

      4. Inform employees about how their personal data is processed within the platform; and

      5. Remain solely responsible for employee actions within the Platform

    3. The Merchant remains solely responsible for:

      1. The management of the loyalty programmes of the Merchant;

      2. The creation and execution of rewards and promotional campaigns;

      3. The handling of communications with consumers;

      4. The quality and delivery of products and services offered to consumers; and

      5. The compliance of other Merchants that belong to the corporate group of the Merchant, where applicable.

    4. The Merchant shall not:

      1. Use bots, scripts, scraping tools, or bulk extraction methods to access, extract, monitor, or copy Platform data, unless expressly authorised by the Service Provider;

      2. Use the Platform, the workflows of the Platform, the loyalty mechanics, the operational processes, or the analytics outputs to develop or support a competing product or service; or

      3. Interfere with the operation of the Platform or use the Platform for unlawful or fraudulent purposes.

    5. The Merchant warrants that its Merchant Content and use of the Platform do not infringe third-party rights

    6. The Merchant must provide consumers with at least 30 days prior written notice before modifying the terms of a loyalty programme.

    7. If the Merchant terminates a loyalty programme, the Merchant must adhere to the applicable notice and redemption periods communicated within the Platform.

    8. The mandatory operational sequence for the termination of a loyalty programme requires a minimum of 37 days prior notice to consumers, which must include a final 30-day redemption window.

  3. Orders, Plans & Fees

    1. Orders

      1. A commercial commitment between the Parties is when the Merchant accepts a Subscription Order in the Lekki Rewards Portal.

      2. Each Order shall state:

        1. Identifies the subscription plan;

        2. The applicable fee, which may be zero;

        3. The billing cycle;

        4. The effective date; and

        5. The Fee Schedule

      3. Any new Order Confirmation agreed between the Parties for the same Services will replace and supersede any earlier Order Confirmation relating to those Services.

      4. Each Order Confirmation takes effect on the effective date stated in that Order Confirmation.

      5. The Merchant’s acceptance of an Order Confirmation through the Platform constitutes acceptance of the applicable subscription terms and creates a binding agreement between the Parties under this Agreement.

    2. Subscription Plans and Trial Phases

      1. The Service Provider may offer different subscription plans from time to time, including Starter, Growth, Growth Plus, Enterprise, and optional add-ons.

      2. The Service Provider may also offer:

        1. A founding phase with a free access period for selected Merchants; and

        2. A free trial period for new Merchants.

      3. Unless expressly stated otherwise in the applicable Subscription Order, any free trial or free access period shall end automatically at the end of that period and shall not convert into a paid subscription. A paid subscription shall only begin once the Merchant has expressly accepted the applicable Subscription Order.

    3. Fees

      1. The Fee Schedule contains the subscription plans, monthly fees, plan limits, trial offers and add-on pricing.

      2. Prices are stated in EUR and are exclusive of VAT, unless stated otherwise.

      3. The Fee Schedule may be maintained as a separate document to this Agreement and may also be made available in the Platform.

      4. The Service Provider may update the Fee Schedule by giving at least 30 days’ prior written notice. Updated fees will apply to new Subscription Orders and to existing subscriptions at the next renewal date

      5. If the Merchant does not agree to a fee update, the Merchant may cancel the affected subscription before renewal without penalty.

    4. Invoicing and Payment

      1. Invoices shall be issued electronically.

      2. Unless otherwise agreed, invoices must be paid within fourteen (14) days after the invoice date.

      3. If payment is not received on time, statutory commercial interest may accrue in accordance with Dutch law

      4. If any undisputed amount remains unpaid for fourteen (14) days after the Service Provider has given the Merchant written notice of the overdue payment, the Service Provider may suspend the Merchant’s access to the Platform until the overdue amount has been paid in full.

      5. If payment remains outstanding for sixty (60) days after the due date, the Service Provider may terminate the Agreement or the affected subscription immediately.

      6. The Merchant shall reimburse the Service Provider for all reasonable external and internal costs incurred in collecting overdue amounts, including collection agency fees, legal fees, and administrative costs, to the extent permitted by applicable law.

  4. Data Protection

    1. Each Party shall comply with all applicable privacy and data protection laws in connection with its performance under this Agreement.

    2. For personal data processed in connection with the operation of Merchant loyalty programmes through the Platform, the Service Provider and the Merchant may act as joint controllers to the extent they jointly determine the purposes and means of the relevant processing activities. Joint controllership is limited to the operation and administration of Merchant loyalty programmes, including:

      1. Consumer enrolment in loyalty programmes;

      2. Loyalty account administration;

      3. Allocation of points, stamps, rewards, and benefits;

      4. Reward redemption and validation;

      5. Maintenance of loyalty transaction records; and

      6. Communications strictly necessary for participation in a loyalty programme.

    3. For the avoidance of doubt, joint controllership does not apply to processing activities for which a Party acts independently, including:

      1. Platform infrastructure, hosting, authentication, and security management carried out by the Service Provider;

      2. Platform analytics, service improvement, product development, fraud prevention, and platform security activities carried out by the Service Provider;

      3. Marketing communications, promotions, and advertising carried out by the Merchant;

      4. Customer service, complaints handling, and consumer dispute resolution carried out by the Merchant;

      5. Employee account management and employee personal data processing by either Party; and

      6. Each Party’s own accounting, legal, tax, and regulatory compliance activities.

    4. Where the Parties act as joint controllers, the Parties shall refer to the Joint Controllership Agreement

    5. To the extent each Party processes personal data on behalf of the other Party, the Parties shall enter into a separate data processing agreement where required by applicable law.

    6. The Service Provider shall implement appropriate technical and organisational measures designed to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure.

    7. The Merchant remains responsible for ensuring that personal data collected from consumers, employees, and other individuals through or in connection with the Merchant’s use of the Platform is processed lawfully, fairly, and transparently, including where required by providing appropriate notices and obtaining any necessary permissions or consents.

    8. The Service Provider may generate, use, analyse, and exploit aggregated, anonymised, and platform-level data derived from the operation and use of the Platform for analytics, benchmarking, service improvement, product development, security, fraud prevention, operational analytics, and business intelligence purposes, provided that such data does not directly identify the Merchant or any individual.

  5. Intellectual Property

    1. Merchant Content

      1. The Merchant retains ownership of all intellectual property rights in its business names, trade names, trademarks, logos, branding, menu content, promotional materials, and other content made available by the Merchant through the Platform ("Merchant Content").

      2. The Merchant grants the Service Provider a non-exclusive, worldwide, royalty-free, sublicensable licence for the term of this Agreement to use, host, store, reproduce, display, communicate, process, and otherwise make available the Merchant Content to the extent necessary to provide, operate, maintain, support, improve, and promote the Platform and the Services.

      3. The Merchant represents and warrants that it owns, controls, or has obtained all rights, licences, and permissions necessary for the Service Provider to use the Merchant Content as contemplated by this Agreement.

    2. Platform Intellectual Property

      1. All intellectual property rights in and to the Platform, the software, source code, object code, interfaces, design, layout, features, functionalities, workflows, business logic, documentation, trade names, trademarks, service marks, know-how, and aggregated and anonymised analytics data shall remain vested in the Service Provider and its licensors.

      2. Except as expressly permitted under this Agreement, the Merchant shall not acquire any right, title, or interest in or to the Platform or any related intellectual property rights.

    3. Except to the extent expressly permitted by mandatory law, the Merchant shall not, and shall not permit any third party to:

      1. Copy, reproduce, modify, adapt, translate, distribute, publish, display, license, sublicense, lease, rent, timeshare, sell, resell, assign, transfer, or otherwise exploit any part of the Platform;

      2. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, workflows, or business logic of the Platform;

      3. Create derivative works based on the Platform;

      4. Access or use the Platform for the purpose of building, training, supporting, or benchmarking a competing product or service; or

      5. Remove, obscure, or alter any proprietary notices, labels, or marks appearing on or in the Platform.

    4. Feedback

      1. If the Merchant provides any suggestions, ideas, feedback, feature requests, recommendations, or other input relating to the Platform or the Services ("Feedback"), the Service Provider may use, implement, reproduce, modify, commercialise, and otherwise exploit such Feedback without restriction, attribution, or compensation.

      2. To the extent required, the Merchant hereby assigns to the Service Provider all rights, title, and interest in and to such Feedback.

  6. CONFIDENTIALITY

    1. Each Party shall keep confidential all Confidential Information received from the other Party.

    2. Confidential Information may only be disclosed:

      1. Upon obtaining prior written consent from the other Party;

      2. Where required by law;

      3. To professional advisers, auditors or subcontractors bound by confidentiality obligations.

    3. Each Party shall use Confidential Information only for the purposes of performing or receiving services under this Agreement.

    4. The obligations in this Article shall survive termination of this Agreement for five (5) years.

  7. LIABILITY

    1. The total aggregate liability of the Service Provider arising from or relating to this Agreement shall not exceed the total subscription fees paid by the Merchant during the twelve (12) months preceding the event giving rise to the claim.

    2. Neither Party shall be liable for indirect, incidental, special or consequential damages, including loss of profits, revenue, goodwill or business opportunities.

    3. The limitations contained in this Article shall not apply to fraud, wilful misconduct, breaches of confidentiality obligations, violations of applicable data protection laws where exclusion is not permitted by law.

    4. The Merchant shall indemnify and hold harmless the Service Provider against claims, losses, fines and liabilities arising from:

      1. Merchant Content;

      2. Loyalty programmes;

      3. Promotional campaigns;

      4. Violations of applicable law;

      5. Claims by consumers relating to rewards, products or services offered by the Merchant.

    5. A Party seeking indemnification shall notify the other Party without undue delay after becoming aware of a relevant claim and shall reasonably cooperate in the defence of that claim.

  8. TERM AND TERMINATION

    1. Term

      1. This Agreement commences on the date on which the Merchant creates and verifies its account in the Portal, accepts this Agreement, and the account is activated by the Service Provider.

      2. This Agreement remains in force for as long as the Merchant maintains an account on the Platform, whether or not a Trial Order or Subscription Order is active at any given time.

      3. The termination, expiry, cancellation, or completion of any individual Order shall not, by itself, terminate this Agreement.

    2. Termination by Merchant

      1. The Merchant may cancel an active Subscription Order or Trial Order at any time through the Portal. Any such cancellation shall take effect at the end of the then-current billing period or trial period, as applicable. Until that date, the Merchant’s account shall remain in Cancelled status and existing consumers may continue to earn and redeem points or rewards in accordance with the applicable loyalty programme settings.

      2. The Merchant may request voluntary deletion of its account only if no Trial Order or Subscription Order is active and the account is in Cancelled, Expired, or Suspended status. Upon submission of a deletion request, the account shall enter Deletion Requested status and a grace period of thirty (30) days shall apply. During that grace period, the Merchant may withdraw the deletion request through the Portal, in which case the account shall be restored to its prior state. If the deletion request is not withdrawn before the end of that grace period, the account shall be permanently deleted automatically. Deletion, once executed, is irreversible.

      3. Subject to the Service Provider’s technical procedures and retention settings, the Merchant may export its available account data through the Portal while the account is in Cancelled, Expired, Suspended, or Deletion Requested status.

    3. Termination by the Service Provider

      1. The Service Provider may terminate this Agreement or suspend or terminate any Order immediately if the Merchant commits a material breach of this Agreement, violates applicable law, engages in fraud, abuse, misuse of the Platform, or creates legal, regulatory, operational, or reputational risk for the Service Provider.

      2. The Service Provider may also terminate this Agreement for convenience or due to a business decision, including the discontinuation of all or part of the Platform, by giving the Merchant at least thirty (30) days’ prior written notice.

      3. If the Merchant fails to pay any amount when due, the account may enter Past Due status for a grace period of fourteen (14) working days following the due date. If payment has not been received in full by the end of that grace period, the Service Provider may place the account in Suspended status and suspend the Merchant’s and its employees’ access to the Portal and any related business tools for a period of up to twenty-four (24) calendar days. If the overdue amount remains unpaid at the end of that suspension period, the Service Provider may terminate this Agreement and permanently delete the account without further notice.

    4. Effects of Cancellation, Suspension, Expiry, and Deletion

      1. If a Subscription Order or Trial Order is cancelled, the account shall remain active in Cancelled status until the end of the applicable billing period or trial period. Once that period ends, the account shall move to Expired status. If the account is suspended for non-payment, it shall remain in Suspended status until payment is received in full, the account is reactivated by the Service Provider, or the account is deleted in accordance with this Agreement.

      2. While the account is in Expired or Suspended status:

        1. The Merchant’s listings may be hidden from consumers in the consumer-facing application;

        2. Associated loyalty cards, points, stamps, rewards, and redemption functions may be frozen, disabled, or restricted; and

        3. The Merchant’s access to the Portal may be limited to read-only access or otherwise restricted at the Service Provider’s discretion.

      3. The Merchant may request reactivation of an Expired or Suspended account, subject to the Service Provider’s then-current onboarding, verification, subscription, and commercial policies. The Service Provider shall have no obligation to reactivate any account and may require the Merchant to re-select a subscription plan, complete renewed verification steps, accept updated terms, or satisfy outstanding payment obligations before reactivation. Reactivation shall not be available once the account is in Deletion Requested status after the grace period has expired or once the account has been Deleted.

    5. Data Retention Following Deletion

      1. Following deletion of the account, whether voluntary or initiated by the Service Provider, the Service Provider may retain, archive, anonymise, or delete data in accordance with its legal obligations, internal retention policies, and the Privacy Policy. Financial records, invoices, billing data, and transaction records may be retained for the period required for tax, accounting, audit, legal, or regulatory purposes. Public business registration data may be retained for reference and verification purposes. Transactional and loyalty-related records may be retained in anonymised, aggregated, or minimally necessary form where required for record integrity, fraud prevention, dispute handling, or compliance purposes.

      2. Once the applicable retention period expires, personal data shall be deleted or anonymised in accordance with the Service Provider’s retention procedures. Archived data shall not remain accessible to the Merchant except where access is required by applicable law or expressly made available by the Service Provider.

    6. Survival. Any provisions of this Agreement which by their nature are intended to survive termination or deletion of the account, including provisions relating to confidentiality, intellectual property, liability, fees accrued before termination, indemnities, data retention, and dispute resolution, shall survive termination of this Agreement.

  9. SUPPORT AND SERVICE LEVELS

    1. The Service Provider shall provide reasonable support for the Platform through the support channels notified to the Merchant from time to time.

    2. Any support hours, response times, service windows, availability targets, or other service levels may be set out in a separate support policy or SLA annex. Unless expressly agreed otherwise in writing, any such support commitments, response times, and service levels are targets only and do not constitute warranties, guarantees, or service credits.

    3. The Service Provider may, at its sole discretion, consider a refund, credit, or other commercial remedy in the event of a prolonged outage or material service disruption. Any such remedy shall be granted, if at all, on an ex gratia basis only and shall not create any ongoing entitlement or precedent unless expressly agreed in writing in a separate SLA annex or other written agreement.

  10. GOVERNING LAW AND JURISDICTION

    1. This Agreement shall be governed exclusively by the laws of the Netherlands.

    2. Any dispute arising out of or in connection with this Agreement shall be submitted exclusively to the competent courts of Amsterdam, the Netherlands.

  11. GENERAL PROVISIONS

    1. Amendments

      1. The Service Provider may amend this Agreement by giving the Merchant at least thirty (30) days’ prior written notice. The amended version shall take effect on the date specified in the notice. If the Merchant continues to use the Platform after that date, the Merchant shall be deemed to have accepted the amended Agreement. If the Merchant does not agree to the amendment, the Merchant may terminate this Agreement in accordance with Clause 9.2 before the amendment takes effect.

      2. Changes to the Fee Schedule shall be governed exclusively by the applicable fees clause and shall not, by themselves, constitute an amendment to this Agreement.

    2. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall, to the extent permitted, be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent as far as possible.

  1. Entire Agreement and Order of Precedence

    1. This Agreement, together with any Order Confirmations in effect, the applicable Fee Schedule, the Portal Terms and Conditions, and the Privacy Policy, constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior discussions, proposals, understandings, and agreements relating to that subject matter.

      In the event of any conflict:

      1. Order Confirmation shall prevail over this Agreement solely with respect to the specific commercial terms expressly set out in that Order Confirmation, including the plan, fees, billing cycle, and effective date; and

      2. The Privacy Policy shall govern matters relating specifically to privacy and personal data processing.

  2. Related Documents

    1. This Agreement forms part of the contractual framework governing the Merchant’s use of the Platform. Where applicable, the following documents also apply and are incorporated by reference into this Agreement:

      1. The Privacy Policy;

      2. The Fee Schedule; and

      3. Each Order Confirmation, Trial Order, and Subscription Order accepted by the Merchant from time to time.

    2. The Cookie and Tracking Policy applies to the Merchant’s use of the Platform to the extent relevant to cookies, similar technologies, and related notices, but does not prevail over this Agreement unless expressly stated otherwise.

    3. The Consumer Terms of Use govern the relationship between the Service Provider and end-consumers using the consumer app. The Merchant is not a party to the Consumer Terms of Use. The Merchant acknowledges that its loyalty programmes and related consumer-facing content made available through the consumer app may be presented to consumers within the framework governed by those terms, but the Consumer Terms of Use do not amend, replace, or override this Agreement as between the Parties.

  3. Acceptance

    By creating a merchant account in the Portal and accepting this Agreement, the Merchant agrees to be bound by this Agreement, including all documents incorporated by reference, such as the applicable Fee Schedule, Privacy Policy, Portal Terms and Conditions, and any Order Confirmation, Trial Order, or Subscription Order accepted by the Merchant from time to time. The Merchant acknowledges that the applicable Fee Schedule is made available through the Platform or otherwise provided in writing before acceptance of the relevant commercial commitment.

This agreement is drawn up in Dutch and English. If there are any differences between the two versions, the Dutch version takes precedence.

Lekki Rewards is a trade name of Kalantrix, vennootschap onder firma (VoF)

© 2026 Kalantrix. All rights reserved.