Terms of Service

1. Agreement

These Terms of Service (the "Terms") form a binding agreement between 021 OÜ, trading as LLOOP, a private limited company registered in Estonia under number 11728851, with its registered office at Kaupmehe 7-A10, 10114 Tallinn, Estonia ("LLOOP", "we", "us"), and the business entity that registers for or uses the Service ("Merchant", "you").

By creating an account, signing an order form, or using the Service, you accept these Terms. If you accept on behalf of a company, you confirm you have authority to bind it.

These Terms, together with the Order Form (or subscription selected at signup), the Data Processing Agreement, the Privacy Policy and any product-specific terms, constitute the entire agreement between us.

This is a business-to-business agreement. The Service is not offered to consumers. Statutory consumer withdrawal rights do not apply.

2. What the Service is

LLOOP provides a hosted software platform that enables local service businesses to sell and manage their services online. Depending on the modules included in your subscription, the Service may cover your online storefront and booking, catalogue and order management, payment and point-of-sale functionality, gift cards and prepaid services, customer records, transactional messaging, reporting, and administrative tools for staff and locations. The modules available to you are those set out in your Order Form.

The Service is delivered on a software-as-a-service basis. We provide access; we do not deliver the underlying commercial services your customers purchase from you.

We are white-label infrastructure. Your customers interact with your brand. Except where we agree otherwise, we do not present ourselves to your customers.

Good practice is built in. Many of our Merchants do not have in-house legal, privacy or deliverability expertise. We therefore design the platform so that compliant behaviour is the default rather than something you must configure. This is a benefit of the Service, but it does not transfer your legal responsibilities to us. Section 4 and Section 14 apply.

3. Your account

You must provide accurate registration information and keep it current. You are responsible for all activity under your account, for the confidentiality of credentials, and for the acts and omissions of your staff and any third party you authorise. Notify us promptly at security@lloop.com if you suspect unauthorised access.

You must be a legally registered business, in good standing, and authorised to sell the services you list.

4. Your responsibilities as a Merchant

You are the merchant of record for every transaction with your customers. Accordingly you are responsible for:

1. Your services. Their description, quality, availability, pricing, delivery, and any professional licence or authorisation required to provide them. A driving school must hold the authorisations required to teach; a wellness operator must hold those required to operate.
2. Your legal compliance. Consumer protection, distance selling, cancellation and refund rights, VAT and tax treatment, invoicing, fiscal record-keeping, sector-specific regulation, and accessibility obligations.
3. Your customer relationships. Customer service, complaints, disputes, refunds and chargebacks.
4. Your customer data. You are the data controller. See Section 10.
5. Your content. Everything you upload or publish through the Service — text, images, prices, terms, policies.
6. Your published policies. Maintaining your own terms of sale, privacy notice and cancellation policy, accessible to your customers.

5. Acceptable use

You agree not to use the Service, and not to permit anyone to use it, to:

• Violate any applicable law or regulation, or infringe anyone's rights
• Sell goods or services that are illegal, or that are prohibited under Section 6
• Transmit malware, attempt to gain unauthorised access, circumvent access controls, or probe or scan our infrastructure without written authorisation
• Reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent that restriction is unenforceable under applicable law
• Resell, sublicense or white-label the Service to third parties without a written reseller agreement
• Impose an unreasonable load on the infrastructure, exceed documented API rate limits, or use automated means to extract data at scale
• Impersonate any person or misrepresent your affiliation
• Use the Service to build a competing product

5.1 Messaging — specific rules

The Service includes transactional messaging. Sender reputation is a shared resource, and misuse by one Merchant harms every other Merchant on the platform. These rules are therefore material obligations, and breach is grounds for immediate suspension.

Permitted. Messages triggered by a specific action of a specific individual, sent to that individual, containing information about that transaction: order and payment confirmations, receipts, booking and reservation confirmations, modification and cancellation notices, reminders for a confirmed appointment, gift card and balance notifications, and account or security notices.

Prohibited.

• Marketing, promotional, advertising or newsletter content, whether standalone or embedded in a transactional message beyond an incidental and non-dominant reference
• Bulk or campaign-style sending to a list of recipients
• Uploading, importing or sending to contact lists that were purchased, rented, scraped, harvested, appended, or otherwise obtained other than directly from the individual concerned
• Sending to any recipient who did not personally provide their address in the course of the transaction that triggers the message
• Sending to addresses that have hard-bounced, or to anyone who has objected or unsubscribed
• Falsifying headers, sender identity, or the origin of a message
• Any content that is deceptive, fraudulent, phishing, or designed to induce a transaction the recipient did not intend
• Any use that would breach our providers' acceptable use policies, or applicable law including the GDPR, the ePrivacy Directive and national implementations

How this is enforced. The platform does not provide bulk sending, campaign or list-import functionality, so most of the above is unavailable by design rather than merely forbidden. We additionally monitor aggregate deliverability metrics, and may throttle, suspend or terminate sending for an account whose metrics threaten platform reputation — with or without prior notice where the risk is immediate. We will tell you why, and what is needed to restore sending.

If you require marketing or campaign messaging, it must be sent through separate infrastructure that you contract for, and must not be routed through the Service.

5.2 Notifications requiring consent

Certain notification channels require the explicit prior consent of the recipient under GDPR and the ePrivacy Directive. Where the Service supports such a channel, it will capture and record that consent, and will not deliver promotional content without it. You must not attempt to circumvent this, and must not disguise promotional content as an operational or transactional notice.

6. Prohibited business categories

The Service may not be used to sell or facilitate: illegal goods or services; controlled substances and drug paraphernalia; weapons, ammunition and explosives; adult or sexually explicit services; gambling, betting and lotteries where not properly licensed; pyramid, matrix or multi-level marketing schemes; unlicensed financial, investment or lending services; virtual currency exchange or mining; counterfeit goods or infringing digital content; forged documents or credentials; prescription pharmaceuticals without proper authorisation; and services facilitating the evasion of law.

We may add categories where required by law or by our payment or messaging providers, on 30 days' notice.

7. Fees and payment

Subscription fees are as set out in your Order Form or the plan selected at signup. They are billed in advance, monthly or annually, and are non-refundable except as required by law or expressly stated here.

Transaction fees, where applicable, are calculated on transactions processed through the Service and deducted from settlement or invoiced in arrears, as specified in your Order Form.

Payment processing fees charged by the payment provider are separate and governed by your agreement with that provider.

All fees are exclusive of VAT and other taxes, which are added where applicable. Where the reverse charge applies to a cross-border B2B supply within the EU, you must supply a valid VAT identification number.

Late payment. Overdue amounts accrue interest at the rate provided by the Estonian Law of Obligations Act (Võlaõigusseadus) for commercial transactions. We may suspend access after 15 days' written notice of non-payment, and terminate after 30 days.

Price changes. We may change fees on 60 days' notice, effective at your next renewal. If you do not accept the change you may terminate before it takes effect, without penalty.

8. Payments, gift cards and settlement

Payments from your customers are processed by a licensed third-party payment institution (currently Stripe). You must accept that provider's terms and complete its onboarding and verification. We are not a bank, a payment institution, or an issuer of electronic money, and we do not provide payment services within the meaning of Directive (EU) 2015/2366.

Settlement. Funds are settled to your nominated bank account on the schedule in your Order Form, net of applicable fees. Settlement timing may be affected by the payment provider's own risk and verification processes, which are outside our control.

Chargebacks and refunds. You bear the cost of chargebacks, refunds and disputes arising from transactions with your customers, and you authorise us to deduct these from settlement or invoice them.

Gift cards and prepaid balances. Where you issue gift cards, prepaid credits or prepaid service entitlements through the Service, these are your obligation to your customer. They are redeemable only against your services, or those of a group you have expressly joined. They are not electronic money, are not transferable between individuals, cannot be exchanged for cash, cannot be used outside that defined group, and are not covered by any deposit guarantee scheme.

These limitations are what allow such instruments to be issued without a payment or e-money licence. You must not circumvent them, whether by side agreement with a customer or otherwise, as doing so may expose both parties to licensing obligations.

You remain responsible for honouring outstanding balances, for the applicable VAT treatment, for the disclosures and expiry rules required in your jurisdiction, and for outstanding balances on termination.

9. Intellectual property

Ours. We retain all rights in the Service, the platform software, our documentation, our trademarks, and any improvements. We grant you a non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes during the term.

Yours. You retain all rights in your content and data. You grant us a limited, non-exclusive licence to host, copy, transmit, display and process it solely to provide, secure and support the Service.

Feedback. Suggestions you give us may be used freely and without obligation.

Aggregated data. We may use anonymised and aggregated data derived from platform use to operate, secure and improve the Service and to produce statistics. Such data will never identify you, your customers, or your individual business performance, and will not be shared in a form from which you could be identified.

10. Data protection

Where we process personal data on your behalf — principally your customers' data — you are the controller and we are the processor within the meaning of the GDPR. Our Data Processing Agreement at https://www.lloop.com/dpa applies and is incorporated by reference.

Certain optional features, off by default and requiring your deliberate activation, may involve LLOOP determining a purpose of processing. Where you enable such a feature, we act as joint controllers under Art. 26 GDPR on the terms of the addendum to the Data Processing Agreement, and the explicit consent of the individuals concerned is required.

You warrant that you have a lawful basis for the personal data you enter into or generate through the Service, that you have provided the transparency information required by Arts. 13–14, and that our processing on your instructions will not put us in breach.

Fiscal records. You acknowledge that records of completed transactions may be subject to statutory retention obligations of up to ten years, and to a legal requirement that they not be altered after the fact. Such records cannot be deleted on request by you or by a data subject. On a valid erasure request, personal identifiers are erased or irreversibly pseudonymised while the underlying financial record is preserved as the law requires.

Where we process data as controller — your account, billing, usage and support data — the Privacy Policy at https://www.lloop.com/privacy applies.

11. Availability, support and changes

Availability. We use commercially reasonable efforts to keep the Service available, excluding scheduled maintenance (notified in advance where reasonably possible) and events outside our control. Where your Order Form includes a service level agreement with credits, that SLA prevails over this paragraph.

Support. Provided by email at support@lloop.com during business hours, at the level set out in your Order Form.

Changes. We improve the Service continuously and may add, modify or remove features. We will give at least 90 days' notice before removing or materially degrading a feature you actively use; if the change materially and adversely affects you, you may terminate and receive a pro-rata refund of prepaid fees for the unused term.

Third-party dependencies. Parts of the Service depend on third parties — payment providers, messaging providers, hosting. We are not responsible for their acts, omissions or availability, though we will use reasonable efforts to mitigate disruption.

12. Suspension

We may suspend your access, in whole or in part, where:

• Fees are overdue after notice under Section 7
• We reasonably believe Sections 5 or 6 have been breached
• Your use presents a security risk, or threatens platform integrity or sender reputation
• Suspension is required by law or by a competent authority

Except where the risk is immediate, we will give notice and a reasonable opportunity to remedy. Suspension does not suspend your payment obligation.

13. Term and termination

Term. The agreement runs from account creation and continues for the subscription period, renewing automatically for successive equal periods unless terminated.

Termination for convenience. Either party may terminate effective at the end of the current subscription period on 30 days' written notice. Monthly plans may be cancelled with effect at the end of the current month.

Termination for cause. Either party may terminate immediately for material breach not remedied within 30 days of written notice, or immediately where the other becomes insolvent or enters liquidation.

On termination:

• Access to the Service ends
• Outstanding fees fall due immediately
• You may export your data for 30 days using the export tools provided
• We delete or return your data within 90 days, subject to legal retention obligations
• You remain responsible for outstanding gift card and prepaid balances issued to your customers
• Sections 9, 10, 14, 15, 16 and 18 survive

14. Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care, in accordance with applicable law, and using appropriate technical and organisational security measures.

Otherwise, and to the maximum extent permitted by law, the Service is provided "as is". We do not warrant that it will be uninterrupted, error-free, or that it will meet requirements not expressly agreed. We disclaim all implied warranties of merchantability, fitness for a particular purpose and non-infringement.

We give no advice. Nothing in the Service or our documentation constitutes legal, tax, accounting or regulatory advice. The features described in Section 2 are tools designed to make correct behaviour the default; they are not a guarantee of compliance and are not a substitute for your own professional advisers. Regulation changes, jurisdictions differ, and your circumstances may impose obligations the platform cannot know about. You remain responsible for your own legal, tax and regulatory compliance.

15. Liability

Nothing in these Terms excludes liability for death or personal injury caused by negligence, for intentional or grossly negligent conduct, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded under Estonian law.

Subject to that:

Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill, anticipated savings, or data — however arising.

Our total aggregate liability in any 12-month period is capped at the total fees you paid us in the 12 months preceding the event giving rise to the claim.

These limits do not apply to your obligation to pay fees, or to either party's liability for breach of confidentiality or infringement of the other's intellectual property.

16. Indemnity

You will indemnify us against third-party claims arising from: your content; your services and your dealings with your customers; your breach of Sections 5, 6 or 10; your breach of applicable law; and any claim that your content infringes third-party rights.

We will indemnify you against third-party claims that the Service, used in accordance with these Terms, infringes that party's intellectual property rights, provided you notify us promptly, allow us to control the defence, and cooperate reasonably.

17. Confidentiality

Each party will keep the other's non-public information confidential, use it only for the purposes of this agreement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiving party, independently developed, lawfully received from a third party, or required to be disclosed by law — in which case the disclosing party is notified where lawful.

18. General

Governing law. These Terms are governed by the laws of the Republic of Estonia, excluding its conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods.

Jurisdiction. The Harju County Court (Harju Maakohus), Tallinn, Estonia has exclusive jurisdiction, without prejudice to mandatory rules of the Merchant's jurisdiction where applicable.

Assignment. You may not assign without our written consent. We may assign to an affiliate or in connection with a merger, acquisition or sale of assets, on notice.

Subcontracting. We may use subcontractors and sub-processors, and remain responsible for their performance.

Force majeure. Neither party is liable for failure caused by events beyond reasonable control, provided the affected party notifies promptly and mitigates.

Notices. To us at legal@lloop.com and the registered address above; to you at the email on your account. Email notices are effective on the next business day.

Severability. If a provision is held invalid, the rest remains in force and the invalid provision is replaced by a valid one closest to the original intent.

No waiver. Failure to enforce a provision is not a waiver of it.

Independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.

Changes to these Terms. We may amend these Terms on 30 days' notice by email and by updating the version above. If you do not accept a material change you may terminate before it takes effect. Continued use after the effective date constitutes acceptance.

Language. These Terms are drafted in English. Translations are provided for convenience; the English version prevails in the event of conflict, except where mandatory local law requires otherwise.

19. Contact