Terms & Conditions

Article 1 — Contracting Parties and Definitions

This agreement (hereinafter the "Agreement") is entered into between:

• PUNTIFY S.R.L. (or the legal entity that operates the Puntify platform, hereinafter "Puntify" or "Provider"), with registered office at Via Giuseppe Pascaletti, Cosenza, Tax Code / VAT No. 12345678912, registered with the Companies Register of Cosenza;
• The entity (natural or legal person) that registers with the platform as a merchant (hereinafter the "Merchant").

1.1 Definitions

For the purposes of this Agreement, the following terms have the meanings set out below:

• "Platform": the Puntify digital system accessible via mobile app and web (puntify.it) that enables Merchants to manage digital loyalty programmes;
• "End Customer": the consumer who uses the Puntify app to earn and redeem points at participating Merchants;
• "Digital Card": the End Customer's loyalty profile associated with the individual Merchant via QR code;
• "Shared Ecosystem": the model in which a single End Customer account participates in the loyalty programmes of multiple Merchants through a single app;
• "Subscription": the monthly fee paid by the Merchant for the use of the Platform;
• "Free Months": months of free use of the Platform accrued by the Merchant through the referral programme;
• "Joint Controllers": Puntify and the individual Merchants, in their capacity as joint controllers of the processing of personal data pursuant to Article 26 GDPR.

Article 2 — Subject Matter of the Agreement

This Agreement governs the Merchant's access to and use of the Puntify Platform for the creation and management of a digital loyalty programme based on QR-code points cards.

Puntify grants the Merchant, for the term of the Agreement and subject to payment of the fee, a non-exclusive, non-transferable and revocable licence to use the Platform.

Article 3 — Early-Stage Period and Limitations of the Current Version

3.1 Features under development

During the Early-Stage Period, some features may not yet be available, including by way of example:

• Integration with Google Wallet and Apple Wallet;
• Advanced push notifications and automated marketing campaigns;
• Partner portal for professional referrers;
• Native mobile app on the App Store and Google Play.

3.2 Limited warranties during the Early-Stage Period

The Merchant acknowledges and accepts that during the Early-Stage Period:

• The Platform may experience planned or unplanned service interruptions;
• Some statistics and data may be in a preliminary format;
• Technical support will be available but with response times not contractually guaranteed;
• Puntify reserves the right to modify the available features, with prior notice where possible.

3.3 Benefits for Early Adopter Merchants

Merchants who join during the Early-Stage Period benefit from:

• A discounted fee locked at the rate in force at the time of subscription for 12 months;
• Priority access to new features in beta testing;
• Dedicated support in the initial configuration of the loyalty programme.

Article 4 — Subscription and Economic Conditions

4.1 Fee per point of sale

The fee is calculated per point of sale (POS) with automatic volume discounts:

• 1 POS: € 9.99/month + VAT (€ 99.99/year + VAT)
• 2–5 POS: € 8.99/month per POS + VAT (€ 89.99/year per POS + VAT) — 10% discount
• 6+ POS: € 7.99/month per POS + VAT (€ 79.99/year per POS + VAT) — 20% discount

The total number of active points of sale determines the pricing tier applied to all of the Merchant's POS.

4.2 Payment methods

Payment is made by:

• Credit/debit card or other electronic payment method accepted by the Platform;
• Recurring automatic monthly charge (authorised by the Merchant at registration);
• Any credit of Free Months accrued through the Referral Programme (Art. 7).

4.3 Non-payment

In the event of non-payment of the monthly fee within 5 days of the due date, Puntify reserves the right to suspend access to the Platform. In the event of non-payment for 30 consecutive days, the Agreement shall be deemed automatically terminated and the Merchant's data will be handled in accordance with the data retention policy.

4.4 Price changes

Puntify reserves the right to modify the monthly fee. Price changes will be communicated with at least 30 days' prior notice by email. The Merchant may withdraw without penalty within that period. Failure to terminate shall be deemed acceptance of the new rate.

Article 5 — Services Included in the Subscription

The monthly subscription includes access to the following features:

• Creation and management of the customised loyalty programme (name, points-earning rules, rewards);
• Dashboard for monitoring active cards, points granted and rewards redeemed;
• Sending of push notifications to your End Customers (within the limits of the available features);
• Participation in the Puntify Shared Ecosystem with visibility to new End Customers;
• Access to the management panel via browser and mobile devices;
• Technical support via email and dedicated channels.

Services not included in the basic subscription (e.g. sponsored promotional campaigns, custom integrations) may be the subject of additional offers at a separate charge.

5.2 AI Assistant (Nemi)

The subscription includes access to Nemi, the digital assistant based on artificial intelligence. Nemi supports the Merchant in managing the menu, the content and day-to-day operations. The conversations between the Merchant and Nemi are recorded and stored by Puntify for the following purposes:

• Continuous improvement of the quality of the service and the accuracy of the responses;
• Diagnosis and resolution of technical problems;
• Aggregate (anonymised) analysis for the development of new features;
• Verification of the correct execution of the requested operations.

The conversations are treated as confidential data of the Merchant and are not shared with third parties except to the extent strictly necessary for the operation of the service (e.g. AI model providers). The Merchant may request the deletion of their conversation history by writing to info@puntify.it.

Article 6 — Merchant's Obligations and Responsibilities

6.1 Proper use of the Platform

The Merchant undertakes to:

• Provide truthful and up-to-date information at registration and for the entire term of the Agreement;
• Use the Platform exclusively for lawful purposes compliant with this Agreement;
• Not assign, transfer or sublicense access to the Platform to third parties;
• Keep the management panel access credentials confidential;
• Comply with the applicable regulations on commerce, promotions and customer loyalty;
• Not use the Platform for activities competing with Puntify or to develop alternative systems.

6.2 Loyalty programme and rewards

The Merchant is solely responsible for:

• Defining the rules of its own loyalty programme (points per purchase, reward thresholds, validity);
• Ensuring the actual honouring of the rewards promised to End Customers;
• Providing the rewards in accordance with the indications published on the Platform;
• Not retroactively modifying the rules of the programme in a manner prejudicial to End Customers already enrolled, without adequate prior notice.

6.3 Communications to End Customers

The Merchant undertakes not to send unsolicited commercial communications through the Platform and to respect the communication preferences expressed by End Customers when giving their consent.

Article 7 — Referral Programme

7.1 Types of referral

Puntify offers a referral programme with the following arrangements:

• Merchant → Merchant referral: the Merchant who refers a new merchant obtains free months credited to its own subscription, up to a maximum of 12 cumulative months;
• Customer → Merchant referral: End Customers who refer new merchants receive Amazon vouchers or other benefits according to the active promotions.

7.2 Conditions of the referral programme

Free months are credited only upon the confirmed activation of the new referred Merchant (first successful payment). Puntify reserves the right to modify or suspend the referral programme with 30 days' prior notice, without retroactive effect on credits already accrued.

Article 8 — Protection of Personal Data

8.1 Joint controllership (Article 26 GDPR)

Puntify and the Merchant act as joint controllers of the processing of End Customers' personal data pursuant to Article 26 of Regulation (EU) 2016/679 (GDPR), as they jointly determine the purposes and means of the processing.

The execution of this Agreement constitutes a joint controllership arrangement pursuant to Article 26 GDPR and defines the respective responsibilities as specified below.

8.2 Puntify's responsibilities

Puntify is responsible for:

• Maintenance and security of the Platform's technological infrastructure;
• Management of the consents collected at the registration of End Customers to the app;
• Appointment of processors (sub-processors) and execution of the related agreements under Article 28 GDPR;
• Ensuring the exercise of data subjects' rights (access, rectification, erasure, portability) for the data managed directly by Puntify;
• Notification of data breaches to the Garante pursuant to Article 33 GDPR.

8.3 Merchant's responsibilities

The Merchant is responsible for:

• Adequately informing its End Customers about the processing of data within the loyalty programme, by displaying the privacy policy;
• Not requesting from End Customers personal data not necessary for the purposes of the loyalty programme;
• Storing any copies of data extracted from the Platform securely;
• Promptly reporting to Puntify any breach or suspected breach of data of which it becomes aware;
• Not transferring End Customers' data to third parties without an appropriate legal basis.

8.4 End Customers' consent

The consent to the processing of data by End Customers is collected by Puntify at registration to the app, through explicit and non-pre-ticked opt-in mechanisms, in accordance with EDPB Guidelines 05/2020 and Article 130 of Legislative Decree 196/2003. The Merchant may not use End Customers' data for purposes other than those indicated in Puntify's privacy policy without obtaining a separate consent.

8.5 Data Retention

End Customers' data is retained by Puntify for the entire duration of the relationship and for a further 24 months, unless otherwise required by law or upon a request for erasure by the data subject. In the event of termination of the Agreement with the Merchant, the data relating to that merchant's End Customers is anonymised or deleted within 90 days, subject to legal obligations.

Article 9 — Limitation of Liability

9.1 Puntify's liability

Puntify shall not be liable for:

• Service interruptions due to scheduled maintenance or events of force majeure;
• Malfunctions attributable to third-party providers (hosting, payment gateway, Firebase, Supabase, etc.);
• Loss of profit, indirect or consequential damages suffered by the Merchant;
• Damages arising from improper use of the Platform by the Merchant or third parties;
• The content of the loyalty programme defined by the Merchant and the provision of the promised rewards.

Puntify's total liability towards the Merchant, for any cause whatsoever, shall in no case exceed the amount of the monthly fees actually paid by the Merchant in the 3 months preceding the event that gave rise to the damage.

9.2 Service availability

Puntify undertakes to ensure Platform availability of at least 95% on a monthly basis, excluding periods of scheduled maintenance notified with at least 24 hours' prior notice.

Article 10 — Intellectual Property

All intellectual property rights relating to the Puntify Platform, including trademarks, logos, software, design, databases and editorial content, are and remain the exclusive property of Puntify or its licensors.

The Merchant acquires no intellectual property right by virtue of this Agreement, other than the limited licence of use described in Art. 2. Any reproduction, distribution or modification of Puntify's materials without prior written authorisation is prohibited.

The Merchant grants Puntify a free, non-exclusive licence to use the merchant's trade name and logo for the purposes of promoting the Puntify Shared Ecosystem (e.g. map of participating merchants, marketing materials). The Merchant may revoke this authorisation by written notice, with effect within 30 days.

Article 11 — Term and Withdrawal

11.1 Term

The Agreement has an indefinite term starting from the date of activation of the Merchant's account, with automatic monthly renewal.

11.2 Withdrawal by the Merchant

The Merchant may withdraw from the Agreement at any time, without penalty, by:

• Written request by email to: info@puntify.it;
• Account deletion procedure available in the management panel (when active).

Withdrawal takes effect at the end of the monthly period already paid. No pro-rata refunds are provided for the current month, unless otherwise agreed in writing.

11.3 Withdrawal by Puntify

Puntify may withdraw from the Agreement:

• With 30 days' prior notice, without the need for any reason;
• With immediate effect in the event of: serious breach of the Agreement by the Merchant, unlawful use of the Platform, non-payment for more than 30 days, conduct damaging to the image of Puntify or of End Customers.

11.4 Effects of termination

In the event of termination of the Agreement for any cause:

• access to the Platform is disabled;
• the Merchant's data is retained for 90 days to allow export, after which it is deleted;
• accrued Free Months are not refunded in cash.

Article 12 — Changes to the Agreement and the Platform

Puntify reserves the right to modify this Agreement, the rates and the features of the Platform. The changes will be communicated by email to the address provided at registration with at least 30 days' prior notice.

Continued use of the Platform after the effective date of the changes constitutes acceptance of them. A Merchant who does not intend to accept the changes may withdraw pursuant to Art. 11.2 within the notice period.

Article 13 — Communications

All contractual communications between Puntify and the Merchant take place by email to the addresses provided at registration. The Merchant is responsible for keeping its email address up to date and for regularly checking its email, including the spam folder.

For urgent communications or support: info@puntify.it

Article 14 — Force Majeure

Neither party shall be liable for failures caused by events beyond its reasonable control, including by way of example: natural disasters, pandemics, blackouts, large-scale cyberattacks, interruptions of essential third-party services, measures of the judicial or administrative authorities.

Article 15 — Governing Law and Jurisdiction

This Agreement is governed by Italian law. For any dispute arising out of or connected with the Agreement, the Court of Cosenza shall have exclusive jurisdiction.

Before taking legal action, the parties undertake to attempt an amicable resolution of the dispute within 30 days of the written notice of the disagreement.

Article 16 — Final Provisions

This Agreement, together with Puntify's Privacy Policy and Cookie Policy, constitutes the entire agreement between the parties in relation to the subject matter governed herein and supersedes any prior agreement or understanding.

If one or more clauses of this Agreement are found to be invalid or ineffective, the remaining clauses shall remain fully in force.

The failure or delay by Puntify in exercising a right does not constitute a waiver of that right.