Partner Terms and Conditions

Platform Role and Nature of Relationship

Klubby operates as an independent promotional and marketing platform designed to connect consumers ("Members") with offers provided by third party businesses.

Klubby acts solely as an intermediary promotional service.

Klubby is not:

• the seller or supplier of Partner products or services
• an agent acting on behalf of the Partner
• a reseller or distributor
• a joint venture partner or franchise operator

Nothing in this Agreement creates any employment, partnership, agency, or fiduciary relationship between the parties.

The Partner remains solely responsible for all products, services, pricing, redemption, fulfilment, and customer interactions arising from participation in the Klubby platform.

Purpose of Partnership

The purpose of this partnership is to:

• promote Partner businesses through the Klubby platform and marketing channels
• enable Members to access Partner offers and promotions
• support customer acquisition and brand exposure

Klubby does not guarantee customer traffic, engagement levels, sales performance, or redemption volumes.

Fees and Payment

Participation in the Klubby Partner Network is free of charge.

No listing fees, subscription fees, or commissions apply unless separately agreed in writing.

If Klubby introduces optional paid features or premium promotional services in the future, Partners will only be enrolled with explicit written consent.

Brand Assets and Marketing Rights

The Partner grants Klubby a non exclusive, royalty free licence during the term of this Agreement to use the Partner's business name, trademarks, logos, images, and promotional content for the purposes of:

• listing offers on the platform
• marketing communications
• advertising campaigns
• social media promotion
• emails and push notifications

Klubby may resize, crop, format, or adapt brand assets for consistency or performance purposes provided the core design or intent is not materially altered.

Partners warrant they have full rights to provide all submitted assets and that such assets do not infringe third party intellectual property rights.

Removal requests may be submitted in writing. Klubby will use commercially reasonable efforts to remove active listings within ten business days. Removal shall not apply retrospectively to marketing materials already published or distributed.

Offers and Promotions

Partners agree to:

• provide accurate and lawful offers
• clearly communicate limitations or exclusions
• honour offers for the agreed promotional period
• notify Klubby promptly of any changes or withdrawal requests

The Partner remains solely responsible for:

• pricing
• availability
• redemption processes
• fulfilment of goods or services

Klubby determines final formatting and presentation of offers to maintain platform standards and marketing performance.

Klubby may edit summaries, titles, images, or formatting where reasonably required for marketing or usability purposes provided the core intent of the offer remains accurate.

Klubby reserves the right at its sole discretion to refuse, suspend, amend, or remove any offer without notice where it reasonably believes the offer:

• breaches applicable law or advertising standards
• is misleading or inaccurate
• may cause member dissatisfaction
• exposes Klubby to legal, operational, or reputational risk

Partner Obligations

Partners agree to:

• maintain accurate business information at all times
• comply with all applicable UK laws and regulations including consumer protection legislation and CAP Code advertising standards
• ensure all promotions are genuine and not misleading
• respond to customer complaints relating to Partner offers promptly and professionally
• notify Klubby of closure, insolvency, ownership change, or operational suspension

Partners remain solely responsible for resolving disputes with Members relating to products or services.

Intellectual Property Ownership

Each party retains ownership of its intellectual property.

Nothing in this Agreement transfers ownership rights except for the limited licence granted under the Brand Assets and Marketing Rights section.

Confidentiality

Each party agrees to keep confidential any non public commercial information received from the other party unless disclosure is required by law or agreed in writing.

Data Protection

Klubby processes Partner data in accordance with UK GDPR and the Data Protection Act 2018.

Each party acts as an independent data controller in respect of personal data it processes under this Agreement unless otherwise agreed in writing.

Processing of personal data is subject to Klubby's Privacy Policy available at https://klubby.co.uk/privacy-policy.

Partner contact information will only be used for managing participation and communications.

Klubby will not sell or rent Partner personal data for third party marketing purposes.

Partners acknowledge that participation does not grant access to personal data relating to Members unless expressly agreed in writing and subject to applicable data protection law.

Marketing Communications

Klubby may promote Partner offers through advertising campaigns, social media, email marketing, push notifications, and other promotional channels.

Partners acknowledge marketing summaries or formatting adjustments may be made for promotional purposes.

Klubby shall not be liable for differences in interpretation by Members arising from reasonable marketing presentation where the substance of the offer remains accurate.

Platform Availability

Klubby does not guarantee uninterrupted platform availability.

Services may experience downtime due to maintenance, upgrades, technical failures, third party outages, cyber incidents, or events outside Klubby's control.

Klubby shall not be liable for losses arising from temporary service interruption or platform unavailability.

Liability

Klubby operates solely as a promotional intermediary.

Klubby is not responsible for:

• the quality, safety, legality, or fulfilment of Partner goods or services
• redemption failures or operational performance
• disputes between Partners and Members

To the fullest extent permitted by law, Klubby excludes liability for indirect or consequential losses including loss of profit, revenue, goodwill, opportunity, or anticipated savings.

Klubby's total aggregate liability arising out of or in connection with this Agreement shall not exceed £1,000.

Nothing in this Agreement excludes or limits liability where it cannot legally be excluded.

Indemnification

The Partner agrees to indemnify and hold harmless Klubby Limited and its officers, employees, and agents against all claims, losses, damages, regulatory investigations, liabilities, and reasonable legal costs arising from:

• breach of this Agreement
• inaccurate or misleading offer information
• failure to honour an offer
• Partner products or services
• customer complaints relating to fulfilment
• advertising or promotional compliance issues
• infringement of intellectual property rights
• violation of applicable laws or regulations

Force Majeure

Neither party shall be liable for failure or delay caused by circumstances beyond reasonable control including natural disasters, pandemics, war, civil unrest, government action, power failure, telecommunications disruption, cyber incidents, or supplier outages.

Non Disparagement

During the term of this Agreement and for twelve months following termination, the Partner agrees not to make knowingly false or malicious statements intended to damage the reputation or goodwill of Klubby.

Reasonable criticism made in good faith shall not constitute a breach.

Suspension and Termination

Either party may terminate this Agreement with fourteen days written notice.

Klubby may suspend or terminate participation immediately where:

• a breach occurs
• regulatory risk arises
• offers cause member harm or complaints
• fraudulent or unlawful conduct is suspected

Upon termination Klubby will use commercially reasonable efforts to remove active listings within ten business days.

No Guaranteed Results

Participation in the Klubby Partner Network does not guarantee customer acquisition, sales outcomes, redemption volumes, or commercial performance.

Governing Law and Dispute Resolution

This Agreement is governed by the laws of England and Wales.

The parties agree to attempt resolution through good faith negotiation or mediation before commencing litigation.

The courts of England and Wales shall have exclusive jurisdiction.

General

This Agreement constitutes the entire agreement between the parties.

Klubby may update or amend these Terms from time to time for legal, regulatory, operational, or commercial reasons. Updated terms shall take effect upon publication or notification. Continued participation following such update constitutes acceptance of the revised terms.

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Continued participation confirms acceptance of these terms.