Partner Agreement

Version 1.1 — February 2026

noon Café Partner Agreement

This Agreement ("Agreement") is entered into between LB Trading GmbH ("noon", "we", "us") and the café business ("Partner", "you") joining the noon platform. By completing the Partner registration or using the noon Partner dashboard, you agree to be bound by this Agreement.

1. Definitions

• "noon Platform" — the noon mobile application, website, and related services
• "Partner Dashboard" — the web-based interface provided to Partners to manage their locations, view analytics, and create promotions
• "User" — an individual who has registered for a noon account and uses the noon mobile app
• "Tap-in" — when a User scans the Partner's QR code to record a visit and earn points
• "Redemption" — when a User exchanges accumulated points for a free drink at a Partner location
• "Location" — a physical business premises operated by the Partner and registered on the noon Platform

2. Partner Eligibility

To become a noon Partner, you must:

• Operate a legitimate food and beverage business
• Have authority to bind the business to this Agreement
• Provide accurate business information during registration
• Comply with all applicable laws and regulations

noon reserves the right to accept or reject Partner applications at our discretion.

3. Partner Obligations

3.1 QR Code Display — Display the noon QR code prominently at each registered Location; ensure it is accessible to customers during operating hours; do not obscure, damage, or remove the QR code.

3.2 Honouring Redemptions — Accept and honour all valid Redemptions presented by Users; provide the User's drink order for free when a valid Redemption is presented; do not impose conditions, restrictions, or surcharges on Redemptions beyond this Agreement; train staff to process Redemptions correctly. A valid Redemption entitles the User to one (1) drink of their choice from your standard menu, at no charge.

3.3 Accurate Information — Provide accurate and up-to-date information about your Location(s); promptly update information if it changes; do not misrepresent your business or offerings.

3.4 Customer Experience — Treat noon Users with the same level of service as other customers; do not discriminate against Users based on their use of noon; respond professionally to User reviews on the platform.

3.5 Compliance — Comply with all applicable laws, including health and safety regulations; maintain necessary licences and permits; do not engage in fraudulent activity related to the noon Platform.

4. noon Obligations

4.1 Platform Services — noon will provide the noon mobile app for Users to discover your Location and tap in; a Partner Dashboard to view analytics, manage your Location, and create promotions; QR code(s) for your registered Location(s); and customer support for User-related issues.

4.2 Marketing — noon may feature your Location in the noon app and marketing materials, include your Location in search results and recommendations, and promote your events and promotions to relevant Users.

4.3 Support — noon will provide technical support for dashboard-related issues, guidance on using platform features, and response to enquiries within reasonable timeframes.

5. Fees and Payment

5.1 Subscription Fees — Partner agrees to pay the subscription fees according to the selected plan. Fees are billed monthly in advance. All fees are exclusive of applicable taxes.

5.2 Payment Terms — Payment is due upon invoice. Fees are non-refundable except as required by law. noon may suspend access to the dashboard for overdue payments. noon may change pricing with 30 days' written notice.

5.3 Free Trial / Early Adopter Offers — noon may offer free trials or promotional periods. At the end of such periods, standard fees apply unless the Partner cancels.

6. Loyalty Programme Economics

6.1 How Points Work — Users earn 100 points per Tap-in (or 120 points with step bonus). Users may also earn bonus points through Partner-created promotions and events. At 1,000 points, Users can redeem a free drink at any Partner Location. The step bonus is an optional feature that noon may modify, suspend, or discontinue at any time without notice. Step data is processed on the User's device only and is never shared with Partners.

6.2 Redemption Costs — When a User redeems at your Location: you provide their drink order for free; you bear the cost of the drink provided; there is no reimbursement from noon for Redemptions.

6.3 Economic Balance — The noon model is designed so that you benefit from increased customer loyalty and repeat visits, gain exposure to new customers who discover you through noon, and Redemption costs are offset by the value of customer acquisition and retention.

6.4 Regulatory Compliance — The noon loyalty programme does not constitute a lottery, game of chance, or regulated gambling activity. Points have no cash value and cannot be exchanged for money. Partners are responsible for ensuring that any promotions or events they create through the noon Platform comply with applicable local promotional-marketing and consumer-protection laws. noon does not provide legal advice regarding local regulatory requirements.

6.5 Points Adjustment and Error Correction — noon reserves the right to adjust, correct, or revoke points that were awarded in error, as a result of a system malfunction, or through fraudulent or abusive activity. Where points are adjusted, the affected User and Partner will be notified. noon's determination regarding fraudulent or erroneous points is final, subject to the User's right to dispute through noon's support channels. Partners may adjust User points through the Dashboard for legitimate business purposes, including promotional bonuses, event attendance, error corrections, and customer-service gestures. All Partner adjustments are logged and visible to the affected User in their transaction history.

7. Data and Privacy

7.1 Data Access — Through the Partner Dashboard, you will have access to: usernames and tap-in activity at your Location(s); aggregated demographic data (age range, gender, local vs tourist); reviews and the ability to respond; analytics on visit patterns and trends. You will NOT have access to: User email addresses, phone numbers, or contact details; exact dates of birth; health or fitness data; payment information.

7.2 Data Use — You agree to use data only for legitimate business purposes related to the noon Platform; comply with all applicable data protection laws; not attempt to identify, contact, or track individual Users outside the platform; not sell, share, or disclose User data to third parties.

7.3 Data Processing Agreement — The noon Data Processing Agreement (DPA) forms part of this Agreement and governs the processing of User personal data.

8. Events and Promotions

8.1 Events — You may create and list events through the Partner Dashboard. You are responsible for accurate event descriptions, dates, and capacity limits; managing bookings and attendance; delivering the event as described; and any bonus points offered for event attendance.

8.2 Promotions — You may create promotions offering bonus points or other rewards. You are responsible for honouring the terms of promotions you create, ensuring promotions comply with applicable laws, and any costs associated with promotional rewards. noon reserves the right to remove events or promotions that violate this Agreement or applicable law.

9. Reviews

9.1 Users may leave reviews for your Location after visiting. Reviews are subject to noon's content guidelines.

9.2 You may respond to reviews through the Partner Dashboard. Responses must be professional and respectful, truthful and not misleading, and compliant with applicable law.

9.3 noon may remove reviews or responses that violate our content guidelines, but is not obligated to do so.

10. Intellectual Property

10.1 noon IP: noon retains all rights to the noon Platform, brand, logo, and related intellectual property. You may use noon branding only as authorised for displaying the QR code and indicating participation in the noon network.

10.2 Partner IP: You retain all rights to your business name, logo, and branding. By registering, you grant noon a non-exclusive licence to use your name, logo, and images for the purpose of listing your Location on the platform and in marketing materials.

10.3 Aggregated Data: noon retains all rights, title, and interest in aggregated, anonymised, and statistical data derived from the use of the noon Platform. Such data is not Personal Data and may be used by noon for platform improvement, benchmarking, industry reporting, and statistical analysis, including after termination of this Agreement.

11. Term and Termination

11.1 Term: This Agreement begins when you complete Partner registration and continues until terminated.

11.2 Termination by Partner: You may terminate this Agreement at any time by cancelling your subscription through the Partner Dashboard, or providing written notice to hello@noon-loyalty.com. Termination takes effect at the end of the current billing period.

11.3 Termination by noon: noon may terminate this Agreement with 30 days' written notice for any reason, immediately if you breach this Agreement, or immediately if you engage in fraudulent or illegal activity.

11.4 Effect of Termination: Upon termination, your Location(s) will be removed from the noon app, your access to the Partner Dashboard will be revoked, you must remove noon QR codes from your premises, outstanding fees remain payable, and User points remain valid for Redemption at other Partner Locations.

12. Disclaimers

12.1 Platform Availability: noon provides the Platform "as is" and does not guarantee uninterrupted or error-free service. We may modify, suspend, or discontinue features with reasonable notice.

12.2 No Guarantee of Results: noon does not guarantee any specific business results, customer volume, or revenue from participation in the noon network.

12.3 User Conduct: noon is not responsible for the conduct of Users, including no-shows at events or disputes over service.

13. Force Majeure

13.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by events beyond the affected party's reasonable control.

13.2 Force majeure events include, but are not limited to: natural disasters, pandemics or epidemics, war, terrorism, civil unrest, government actions or orders, power failures, internet or telecommunications outages, and supply-chain disruptions.

13.3 The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact of the force majeure event.

13.4 If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate this Agreement by written notice without liability.

14. Limitation of Liability

14.1 Exclusion of Damages: To the maximum extent permitted by law, noon shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or business opportunities.

14.2 Liability Cap: noon's total liability under this Agreement shall not exceed the fees paid by the Partner in the 12 months preceding the claim.

14.3 Exceptions: Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded by law.

15. Indemnification

You agree to indemnify and hold harmless noon, its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from your breach of this Agreement, your violation of applicable law, your products, services, or business operations, or disputes with customers at your Location.

16. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party, including business data, analytics, and commercial terms. This obligation survives termination.

17. Modifications

noon may modify this Agreement with 30 days' notice. Continued use of the Platform after modifications take effect constitutes acceptance. If you do not agree to modifications, you may terminate this Agreement.

18. General Provisions

18.1 Entire Agreement: This Agreement, together with the DPA and Privacy Policy, constitutes the entire agreement between the parties.

18.2 Severability: If any provision is found invalid, the remaining provisions remain in effect.

18.3 No Waiver: Failure to enforce any right does not constitute a waiver.

18.4 Assignment: You may not assign this Agreement without noon's consent. noon may assign to a successor or affiliate.

18.5 Non-Exclusivity: This Agreement is non-exclusive. Partners are free to participate in other loyalty programmes, and noon is free to enter into agreements with other businesses, including competitors of the Partner.

19. Governing Law and Disputes

This Agreement is governed by the laws of Switzerland. Any disputes shall be resolved through good faith negotiation, mediation if negotiation fails, or, at noon's election, binding arbitration administered under the Swiss Rules of International Arbitration, or court proceedings before the competent courts of Zug, Switzerland.

20. Contact

For Partner support: hello@noon-loyalty.com

Address: LB Trading GmbH, Eustrasse 56, 6313 Menzingen, Zug, Switzerland

By completing Partner registration or using the Partner Dashboard, you acknowledge that you have read, understood, and agree to be bound by this Partner Agreement.