Terms & Conditions

1. Definitions

In these Terms, the following capitalised terms have the meanings set out below:

• "Agreement" means these Terms & Conditions together with any Order Form or written schedule signed by both parties.
• "API" means the Perkly RESTful HTTP programming interface available at api.perkly.dev.
• "Client" means the company or individual that has been approved for access to the Service.
• "Credentials" means any API key, username, password, or JWT token issued to the Client.
• "End User" means a cardholder or consumer of the Client who is presented with Offer data.
• "Offer" means any marketing asset, promotional deal, voucher, or cashback offer delivered via the API.
• "GlobalCharge Limited" (also "we", "us", "our") means GlobalCharge Limited, company number 06058897, registered at 9 Market Row, Saffron Walden, Essex, CB10 1HB, United Kingdom.
• "Service" means the Perkly API platform and any associated documentation or tooling.
• "Premium Subscription Offer" means a time-limited, preferentially-priced access entitlement to a third-party digital subscription service made available by GlobalCharge Limited to the Client, billed by GlobalCharge Limited on a monthly basis as further described in clause 14.

2. The Service & Pricing

GlobalCharge Limited provides the Service as an offer delivery platform available under the following usage tiers:

• Starter (free): Up to 1,500 API calls per calendar month at no charge, hosted on EU infrastructure.
• Growth — €50 / month (excl. VAT): Up to 10,000 API calls per calendar month, hosted on EU infrastructure.
• Scale — €200 / month (excl. VAT): Up to 100,000 API calls per calendar month; choice of EU, US (United States), or SG (Singapore) infrastructure region.
• Enterprise (price on request): Unlimited API calls; dedicated infrastructure; custom SLA and contract terms. Contact us at hello@globalcharge.com.

All prices are exclusive of VAT and any applicable local taxes. VAT (or equivalent sales tax) will be added to invoices where required by the law of the jurisdiction in which the Client is established. Clients registered for VAT in the EU must provide a valid VAT number; reverse charge may apply. Fees are invoiced monthly in arrears. Tier upgrades take effect from the next billing cycle. US and SG regions are available on the Scale and Enterprise tiers.

We reserve the right to introduce new tiers, adjust pricing, or modify the API call limits (quotas) included in any tier with at least 30 days' written notice to the email address registered on your account. Notice will be given by email and posted to our status / changelog page. Continued use of the Service after the effective date of any such change constitutes acceptance of the revised limits.

3. Eligibility

The Service is available to business entities only. Individual consumers may not apply for API access. Clients must be a legally incorporated entity in good standing. By submitting an access application, you warrant that:

• you have authority to bind your organisation to this Agreement;
• all information provided in your application is accurate and complete;
• your intended use complies with all applicable laws in the territories where End Users are located.

4. Access & Credentials

Upon approval of your application we will issue Credentials granting access to the API. You must:

• keep Credentials confidential and not share them with any third party;
• notify us immediately at legal@globalcharge.com if you suspect any unauthorised use;
• not use Credentials to access the Service on behalf of or for the benefit of any third party without our prior written consent;
• rotate Credentials promptly when requested by us for security reasons.

We may suspend or revoke Credentials immediately if we reasonably suspect a security breach or violation of this Agreement.

5. Acceptable Use

You must not use the Service to:

• exceed the rate limits or quotas communicated to you via API response headers or documentation;
• reverse-engineer, scrape, or cache Offers beyond the permitted freshness period stated in API documentation;
• present Offers to End Users in a misleading, deceptive, or unlawful manner;
• redistribute Offer data to third parties without our prior written consent;
• probe, scan, or test the security of our infrastructure;
• engage in any activity that would disrupt the availability of the Service for other Clients.

6. Intellectual Property

All intellectual property rights in the Service, the API, and any Offer content delivered through the Service remain the property of GlobalCharge Limited or the respective Offer providers. Nothing in this Agreement transfers any IP rights to you.

You are granted a limited, non-exclusive, non-transferable, revocable licence to access the API and display Offers solely for the purpose of operating your approved integration during the term of this Agreement.

7. Data & Privacy

The Service is designed to operate without the need to transmit or store personally identifiable information about End Users. Offer queries are made by passing profile attributes (year of birth, MCC codes, language preference) rather than names, email addresses, or other PII.

We do not store End User data on our servers. Default infrastructure is hosted in the European Union (data centres in Germany and Finland). Scale-tier Clients may elect to use US (United States East) or SG (Singapore) infrastructure; in such cases Client account data and API logs may be processed in those jurisdictions. Appropriate safeguards are in place for any international transfers of personal data in accordance with UK GDPR Chapter V. Our full Data Protection Policy is available at perkly.dev/privacy.

Client account data (company details, credentials) is processed by us as data controller in accordance with UK GDPR and the Data Protection Act 2018.

8. Availability

The Service is provided "as is" without any uptime guarantee or SLA unless separately agreed in writing. We will use commercially reasonable efforts to maintain availability but make no warranty as to uninterrupted or error-free operation. Planned maintenance will be communicated with reasonable notice where possible.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

• GlobalCharge Limited's total aggregate liability to you under or in connection with this Agreement shall not exceed £500 (five hundred pounds sterling) in any 12-month period;
• we shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or goodwill;
• we shall not be liable for any failure or delay caused by circumstances outside our reasonable control.

Nothing in this Agreement excludes or limits liability for fraud, death, or personal injury caused by negligence.

10. Warranties & Disclaimer

The Service is provided "as is" and "as available" without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that Offer data is accurate, current, or suitable for any particular purpose.

You are solely responsible for ensuring that your use of the Service and your presentation of Offers to End Users complies with all applicable laws, regulations, and codes of practice.

11. Termination

Either party may terminate this Agreement at any time by giving 30 days' written notice to the other party. Notice must be sent to:

• If you are terminating: email legal@globalcharge.com
• If we are terminating: we will contact the email address registered on your account

We may terminate this Agreement with immediate effect (without the 30-day notice period) if:

• you materially breach this Agreement and fail to remedy the breach within 14 days of notice;
• you become insolvent, enter administration, or cease to trade;
• continued access poses a security or legal risk to GlobalCharge Limited or other Clients.

On termination, your Credentials will be revoked and you must cease using the Service immediately.

12. Changes to These Terms

We may update these Terms at any time. Where changes are material, we will provide at least 30 days' written notice to the email address registered on your account before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

13. General

• Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the Service and supersedes all prior agreements and understandings.
• Severability. If any provision is found to be unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will continue in force.
• Waiver. Failure to enforce any provision shall not constitute a waiver of future enforcement rights.
• Assignment. You may not assign your rights under this Agreement without our prior written consent. We may assign our rights to any successor or affiliate entity.
• Notices. All notices must be in writing and sent by email or recorded post to the addresses stated in this Agreement.

14. Premium Subscription Offers

14.0 Governing Documents

The terms in this clause 15 set out the general framework applicable to all Premium Subscription Offers. Each Premium Subscription Offer made available to a Client is additionally governed by a set of Premium Subscription Terms & Conditions ("Premium T&Cs") issued by GlobalCharge Limited that are specific to that offer and provided to the Client in writing at or before activation. The Premium T&Cs may specify, among other things, the exact subscription service covered, the preferential rate, the minimum commitment period, and any offer-specific cancellation or eligibility conditions. In the event of any conflict between this clause 15 and the applicable Premium T&Cs, the Premium T&Cs shall prevail with respect to that specific offer.

14.1 Nature of the Product

From time to time GlobalCharge Limited may make available to eligible Clients one or more Premium Subscription Offers. A Premium Subscription Offer provides the Client — and, where applicable, its End Users — with access to a third-party digital subscription service at a preferential rate negotiated by GlobalCharge Limited. GlobalCharge Limited acts solely as a commercial billing intermediary; the underlying subscription service is provided by the relevant third-party provider and remains subject to that provider's own terms and conditions.

14.2 Billing Intermediary

The Client acknowledges that GlobalCharge Limited is the contracting party for billing purposes. Subscription fees for each Premium Subscription Offer are charged by GlobalCharge Limited to the Client at the rate communicated in the applicable Order Form or written schedule agreed between the parties. GlobalCharge Limited will issue an invoice to the Client on or around the first business day of each calendar month in respect of the preceding month's active subscription(s).

14.3 Payment Terms

All invoices for Premium Subscription Offers are payable by bank (wire) transfer only within 14 days of the invoice date. Bank account details will be set out on each invoice. Payments must be made in the currency stated on the invoice; the Client is solely responsible for any transaction fees or currency conversion charges levied by its own bank. Invoices are not discharged until the full invoiced amount is received clear of all bank charges.

14.4 Late Payment

If any invoice remains unpaid after its due date, GlobalCharge Limited reserves the right to:

• charge statutory interest on the overdue amount at 8% per annum above the Bank of England base rate, accruing daily from the due date until the date of actual payment;
• suspend access to the relevant Premium Subscription Offer(s) without liability until full payment (including any accrued interest) is received; and
• terminate the Client's access to all Premium Subscription Offers with 7 days' written notice if any invoice remains unpaid for more than 30 days after its due date.

Any suspension or termination under this clause does not release the Client from its obligation to pay all amounts outstanding at the time of suspension or termination.

14.5 Third-Party Service Availability

Premium Subscription Offers depend on the continued availability and operation of the relevant third-party subscription provider. GlobalCharge Limited makes no representation or warranty that:

• any third-party provider will continue to offer the relevant service on the terms currently in place; or
• the preferential rate will remain available beyond the period stated in the applicable Order Form.

In the event that a third-party provider discontinues, restricts, or materially alters its service or pricing, GlobalCharge Limited will notify the Client as soon as reasonably practicable and may, at its sole discretion, (a) substitute a comparable Premium Subscription Offer, or (b) terminate the affected Premium Subscription Offer with 30 days' written notice and no further liability to the Client beyond refunding any pre-paid subscription fees pro-rated to the termination date.

14.6 Auto-Renewal and Cancellation

Unless stated otherwise in the applicable Order Form, Premium Subscription Offers renew automatically on a monthly basis at the then-current agreed rate.

Client cancellation (API). The Client may cancel a Premium Subscription Offer exclusively by submitting a cancellation request through the Perkly API (see API documentation for the relevant endpoint). Cancellation requests must be received at least 30 days before the next renewal date to take effect at that renewal date; requests received after this deadline will take effect at the following renewal date. No refunds are provided for partial subscription months already invoiced.

End User self-cancellation. Individual End Users may cancel their access to a Premium Subscription Offer at any time directly through the member portal of the relevant third-party service provider. Such self-cancellation terminates the End User's personal access but does not automatically cancel the Client's billing arrangement with GlobalCharge Limited; the Client remains responsible for submitting a cancellation via the API as described above if it wishes to stop being billed for that subscription.

14.7 Client Responsibilities

The Client is responsible for ensuring that its access to and promotion of any Premium Subscription Offer — and any presentation of such offers to End Users — complies with all applicable laws and regulations, including (without limitation) consumer protection, distance-selling, and subscription-contract disclosure rules in every territory where End Users are located. GlobalCharge Limited accepts no liability for regulatory non-compliance arising from the Client's distribution or presentation of Premium Subscription Offers. Further rights and obligations specific to each Premium Subscription Offer are set out in the applicable Premium T&Cs provided to the Client upon activation of that offer.

15. Governing Law & Jurisdiction

This Agreement is governed by the laws of England and Wales. Any dispute arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Contact

If you have any questions about these Terms, please contact us: