Fedele — Terms and Conditions for Merchants

Last updated: April 10, 2026

1. Introduction and Acceptance

These Terms and Conditions ("Terms") govern access to and use of Fedele's loyalty programme platform ("Services"). By creating an account or accessing the Services, the merchant user ("Merchant", "you") fully accepts these conditions. If you do not agree with these Terms, you must not use the Services.

In the event of a conflict between documents, a specific Order shall prevail over these Terms. The Data Processing Addendum (DPA) and the Privacy Policy supplement this agreement.

2. Description of Services

Fedele provides a digital platform for creating and managing loyalty programmes, including:

• Dashboard for loyalty programme management
• Customer barcode scanning system
• Points and transaction management
• Reward configuration and management
• Analytics and reporting

Merchant Responsibilities:

• Fund and fulfil all rewards offered to customers
• Manage commercial, promotional, and tax obligations arising from the programme
• Ensure compliance with applicable regulations (consumer protection, privacy, tax)

Beta Services are provided "as is" and may contain bugs or be modified/discontinued without notice.

3. Account Registration and Security

To use the Services, you must:

• Provide accurate, complete, and up-to-date business information
• Maintain the confidentiality of your login credentials
• Be responsible for all activities carried out through your account
• Immediately notify Fedele of any unauthorised use

Fedele reserves the right to verify the information provided and to suspend accounts with incomplete or false data.

4. Merchant Responsibilities

By using the Services, you agree to:

• Use the platform exclusively for the legitimate management of loyalty programmes
• Comply with all applicable laws on consumer protection, privacy, and commercial practices
• Clearly define the terms and conditions of rewards offered
• Honour all rewards legitimately earned by customers
• Provide adequate support to your customers
• Not offer rewards related to illegal, offensive, or public-order-contrary goods or services
• Ensure responsible use of the platform by authorised personnel
• Obtain all necessary consents from your customers for the processing of their data

5. Prohibited Activities

Merchants may not:

• Manipulate or falsify data (fictitious transactions, artificial point generation)
• Tamper with barcodes or validation systems
• Attempt to alter, decompile, or reverse engineer the software
• Use customer data for purposes other than loyalty programme management
• Share login credentials with unauthorised third parties
• Infringe intellectual property rights of Fedele or third parties
• Use the Services for illegal or fraudulent activities

Consequence: Violations result in immediate suspension or termination of the contract without the right to a refund.

6. Customer Data and Privacy

Roles in data processing

Merchant Obligations

• Provide adequate privacy notices to your customers
• Obtain valid consents where required by law
• Respect data subject rights (access, rectification, deletion)
• Not collect data unnecessary for the loyalty programme

Fedele Guarantees

• We will not sell or rent customer data to third parties
• All data is hosted on servers in Germany (EU)
• Extra-EU transfers are protected by SCCs and the Data Privacy Framework
• After termination, data can be exported within 30 days, after which it is deleted

For more details, see the Privacy Policy and the Data Processing Addendum (DPA).

7. Third-Party Service Providers

To provide the Services, Fedele uses the following third-party providers:

All providers are bound by data processing agreements (DPA) and apply Standard Contractual Clauses or are certified under the EU-US Data Privacy Framework.

8. No Messaging Functionality

Fedele currently does not provide functionality for direct communications (email, SMS, push notifications) to end customers. Interaction occurs exclusively through barcode scanning and in-app interfaces.

Any future messaging functionality will be optional and subject to specific terms.

9. Fees, Payments, and Plans

Free Plan

• The Free Plan is available at no cost (EUR 0/month) and includes the following features: custom rewards, barcode scanning, welcome bonus, and listing on the Fedele map
• The Free Plan is limited to a maximum of 5 customers per Merchant
• No payment information is required to use the Free Plan
• Fedele reserves the right to modify the features or limits of the Free Plan at any time with reasonable notice

Pro Plan

• The Pro Plan provides access to all features included in the Free Plan plus unlimited customers and priority email support
• Pricing: EUR 49.99/month when billed annually (EUR 599.99/year) or EUR 59.99/month when billed monthly
• Fees are billed in advance for the chosen billing cycle (monthly or annual)
• The Merchant may cancel the Pro Plan at any time; cancellation takes effect at the end of the current paid billing period, after which the account reverts to the Free Plan
• Paid fees are non-refundable, except as required by applicable law
• Prices may be changed with at least 30 days' notice

Payments

• Processed through Stripe, Inc. (USA), a PCI-certified payment processor
• Stripe processes the Merchant's email address, payment card details, billing address, and transaction history
• Fedele does not store full payment card details
• Taxes (VAT, local taxes) are excluded and are the Merchant's responsibility

How to cancel

• You can cancel at any time from the web dashboard at business.fedeleapp.com, via the Stripe Customer Portal
• Upon cancellation of the Pro Plan, access to Pro features is maintained until the end of the current paid billing period, after which the account reverts to the Free Plan

Default

• Non-payment may result in suspension of Pro Services
• After 30 days of default, the account may be downgraded to the Free Plan or terminated

10. Reward Fulfilment and Disputes

The Merchant is solely responsible for:

• Funding, issuing, and fulfilling all promised rewards
• Managing disputes with customers regarding eligibility, availability, or redemption
• Ensuring compliance with consumer protection and advertising laws

Fedele is not a party to the Merchant-Customer relationship and assumes no responsibility for:

• Reward disputes
• Customer refunds
• Quality of the Merchant's products or services

11. Intellectual Property

Fedele's Rights

• All rights to the platform, software, trademarks, design, and content remain the exclusive property of Fedele or its licensors
• No intellectual property rights are transferred to the Merchant

Licence Granted

• The Merchant receives a limited, non-exclusive, non-transferable, and revocable licence to use the Services exclusively for internal business purposes
• Copying, distributing, or creating derivative works is prohibited

Feedback

Any feedback, suggestions, or ideas provided to Fedele may be used freely without compensation.

12. Marketing and Advertising

Fedele may use the Merchant's business name or logo for marketing purposes only with prior written consent.

No confidential information will be publicly disclosed without authorisation.

13. Confidentiality

Each party undertakes to:

• Protect the other party's confidential information with reasonable care
• Not disclose confidential information to unauthorised third parties
• Use confidential information only for the purposes contemplated by the contract

Confidentiality obligations survive termination of the contract for 3 years.

14. Security

Fedele's Measures

• Data encryption in transit and at rest
• Access controls and authentication
• Regular backups
• Continuous monitoring
• Servers located in Germany (EU)

Merchant's Obligations

• Adequately manage internal access rights
• Protect devices used to access the Services
• Promptly report any security incidents

15. Service Availability

• The Services are provided on a "commercially reasonable" basis
• No specific SLA is guaranteed
• Interruptions may occur for scheduled maintenance or technical reasons
• Fedele will make reasonable efforts to notify of planned downtime

16. Term, Termination, and Suspension

Term

The contract has a duration corresponding to the chosen subscription period and renews automatically unless cancelled.

Termination by the Merchant

• You can cancel your subscription at any time
• Access remains active until the end of the paid period

Termination/Suspension by Fedele

Fedele may suspend or terminate the account in the event of:

• Breach of these Terms
• Breach of applicable laws
• Fraudulent, abusive, or harmful activities
• Non-payment of fees

Consequences of termination

• Access to the Services terminates immediately
• Customer data can be exported within 30 days, after which it is deleted
• Fees already paid are non-refundable

17. Warranties and Disclaimer

• The Services are provided "as is" and "as available"
• Fedele disclaims all express or implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement
• We do not guarantee that the Services will be uninterrupted, error-free, or completely secure

18. Limitation of Liability

To the maximum extent permitted by applicable law:

• Fedele is not liable for indirect, incidental, special, consequential, or punitive damages
• This includes, without limitation: loss of profits, data, goodwill, or business opportunities
• Fedele's total liability is limited to the amount of fees paid by the Merchant in the 12 months preceding the event giving rise to the claim

Exceptions: This limitation does not apply to:

• Payment obligations
• Breaches of confidentiality
• Intellectual property rights violations
• Intentional violations of data protection obligations
• Wilful misconduct or gross negligence

19. Indemnification

The Merchant agrees to indemnify and hold Fedele harmless from any claims, damages, losses, costs, or expenses (including reasonable legal fees) arising from:

• Breach of these Terms
• Breach of applicable laws
• Disputes with customers related to the loyalty programme
• Infringement of third-party rights

20. Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control, including:

• Internet or infrastructure outages
• Natural disasters
• Government restrictions
• Pandemics
• Labour disputes

21. Changes to Terms

• Fedele may update these Terms periodically
• Material changes will be notified at least 30 days in advance via email or in-app
• Continued use of the Services after the changes take effect constitutes acceptance

22. General Provisions

• Assignment: The Merchant may not assign the contract without Fedele's written consent
• Entire agreement: These Terms, together with the Privacy Policy, Cookie Policy, and DPA, constitute the entire agreement between the parties
• Severability: If any provision is held invalid, the remaining provisions shall remain in force
• Waiver: Failure to enforce a right does not constitute a waiver of that right

23. Governing Law and Jurisdiction

• These Terms are governed by Italian law
• For any dispute, the Court of Milan (Italy) shall have exclusive jurisdiction
• Before taking legal action, the parties undertake to attempt an amicable resolution

24. Contact

For any communication regarding these Terms:

Email: info@fedeleapp.com