1. Definitions

In these Terms, the following words have the meanings given below:

"Tyviso" means Tyviso Global Limited, a company registered in Ireland, with its registered address at 1st Floor, The Liffey Trust Centre, 117–126 Sheriff Street Upper, Dublin, D01 YC43, Ireland.

"Client" means a merchant or retailer that has contracted with Tyviso to deploy the Tag on its website and use the Platform to display Partner Offers to Consumers at defined points in the customer journey.

"Partner" means a brand that has contracted with Tyviso to distribute offers, gifts or promotions to Consumers via the Platform.

"Platform" means the Tyviso technology platform, including the client-facing dashboard accessible at platform.tyviso.com, the Partner network and management tools, and all software, APIs and infrastructure operated by Tyviso in connection with the Services.

"Tag" means the Tyviso JavaScript tag or equivalent technical integration deployed on a Client's website that enables the delivery of Partner Offers to Consumers.

"Services" means the services described in Clause 2 and, where applicable, any additional services specified in an Order Form.

"Order Form" means a written agreement (including any statement of work, insertion order, or commercial proposal) executed by Tyviso and a Client or Partner, which incorporates these Terms by reference and sets out the specific commercial terms applicable to that relationship, including fees, products and service period.

"Consumer" means an individual who visits a Client's website on which the Tag is deployed.

"Partner Offer" means a gift, incentive, promotion, discount, or other offer provided by a Partner and distributed via the Platform.

"Client Data" means any data provided by or generated by a Client through use of the Platform, including transaction data, Consumer interaction data, and performance data specific to that Client's account.

"Confidential Information" has the meaning given in Clause 10.

"Fees" means the charges payable by a Client or Partner as set out in the applicable Order Form.

"Term" means the duration of the agreement as specified in the Order Form, or if not specified, as determined under Clause 14.

"Tyviso Network" means the curated, whitelist-only network of brand Partners maintained by Tyviso.

"you / your" refers to the Client or Partner entering into these Terms, as applicable.

2. The Platform and Services

2.1 Overview

Tyviso operates a partner marketing platform that enables Clients and Partners to connect at key points in the customer journey. The Platform delivers three core service modules:

• Gift with Purchase — displays a Partner Offer at or around the point of checkout on a Client's website, with the aim of increasing conversion and average order value.
• Gift After Purchase — displays a Partner Offer on a Client's post-purchase confirmation page, enabling Clients to monetise that touchpoint by earning a fee when Consumers engage with a Partner Offer.
• Rewards — delivers a programme of ongoing Partner Offers to a Client's customer base to support retention and repeat purchase.

The specific modules activated for a given Client or Partner are set out in the applicable Order Form.

2.2 Network standards

All Partners admitted to the Tyviso Network are subject to Tyviso's admission criteria. Tyviso maintains a whitelist-only approach — Tyviso reserves the right to remove a Partner from the Network at any time if the Partner no longer meets those standards.

2.3 Service levels

Tyviso will use reasonable endeavours to ensure the Platform is available 99.9% of the time in any calendar month, excluding scheduled maintenance windows (of which Tyviso will provide reasonable advance notice) and circumstances outside Tyviso's reasonable control. Tyviso does not warrant uninterrupted or error-free operation of the Platform.

2.4 Changes to the Platform

Tyviso may update, modify or discontinue features of the Platform from time to time. Where a material change would adversely affect a Client or Partner's use of the Services, Tyviso will provide at least 30 days' written notice.

2.5 Pilot periods

Where an Order Form specifies a pilot or trial period, the commercial terms and duration of that pilot are as stated in the Order Form. At the end of the pilot period, the agreement will either convert to a full-term arrangement (as specified in the Order Form) or terminate, depending on the outcome agreed between the parties.

3. Account Registration and Access

3.1 Eligibility

The Platform is available to businesses only. By registering an account, you confirm that you are acting in the course of a business, trade or profession, and that you have the legal authority to enter into these Terms on behalf of that business.

3.2 Account credentials

You are responsible for maintaining the confidentiality of your account login credentials. You must notify Tyviso immediately at support@tyviso.com if you become aware of any unauthorised access to or use of your account. Tyviso is not liable for any loss or damage arising from your failure to maintain the security of your credentials.

3.3 Authorised users

You may grant access to the Platform to employees and contractors acting on your behalf ("Authorised Users"). You are responsible for ensuring Authorised Users comply with these Terms. Any act or omission by an Authorised User is deemed to be an act or omission by you.

3.4 Accurate information

You agree to provide accurate, complete and current information during registration and to keep that information up to date. Tyviso may suspend or terminate accounts where information is found to be materially inaccurate or misleading.

4. Client Terms

4.1 Tag deployment

To use the Platform, Clients must deploy the Tag on their website in accordance with Tyviso's technical specifications. Tyviso will provide implementation support as set out in the Order Form. Clients are responsible for ensuring the Tag is deployed correctly and maintained across any updates to their website. Tyviso is not liable for service failures caused by incorrect or incomplete Tag implementation.

4.2 Client responsibilities

Clients agree to:

• Ensure that use of the Platform and display of Partner Offers on their website complies with all applicable laws and regulations, including consumer protection, advertising standards and data protection law.
• Obtain and maintain any consents required from Consumers in connection with the Tag and the processing of Consumer data, where the Client is the data controller of such data.
• Not modify, reverse engineer, decompile or otherwise tamper with the Tag or any part of the Platform.
• Not use the Platform in connection with any website or content that is unlawful, deceptive, harmful or in breach of any third-party rights.
• Promptly notify Tyviso of any material changes to their website or checkout flow that may affect Tag functionality.

4.3 Partner selection

Clients may indicate preferences or exclusions regarding Partner categories or specific Partners within the Platform settings. Tyviso will use reasonable endeavours to honour those preferences. Tyviso does not guarantee that any specific Partner will be available within the Network at any given time.

4.4 White-label presentation

Where the Platform offers white-label or co-branded display options, Clients may customise the presentation of Partner Offers in accordance with Tyviso's design specifications. Clients must not present Partner Offers in a manner that is misleading to Consumers or that implies a direct commercial relationship between the Consumer and a Partner where none exists.

4.5 Reporting

Clients will have access to performance reporting via the Platform dashboard. Tyviso makes reasonable efforts to ensure reporting data is accurate but it is provided for indicative purposes. Clients should not rely solely on Platform reporting for financial reconciliation without independent verification.

5. Partner Terms

5.1 Partner Offers

Partners are responsible for the content, accuracy and legality of their Partner Offers. All Partner Offers must:

• Be accurate and not misleading at the time they are displayed to Consumers.
• Comply with all applicable advertising, consumer protection and promotional laws and regulations in the territories in which they are displayed.
• Not infringe the intellectual property rights of any third party.
• Be capable of being fulfilled as described. Partners must honour all valid Consumer redemptions resulting from Partner Offers delivered via the Platform.

5.2 Partner obligations

Partners agree to:

• Provide Tyviso with accurate and current Offer details, including any expiry dates, terms and conditions, and redemption limits.
• Notify Tyviso promptly of any changes to an Offer that affect its availability, value or terms.
• Not use the Platform or access to Client audiences for purposes other than delivering Partner Offers as agreed in the Order Form.
• Comply with Tyviso's Partner network policies as notified from time to time.

5.3 Tracking and attribution

Tyviso will track Consumer engagement with Partner Offers using the Platform's attribution methodology as described in the applicable Order Form. In the event of a dispute regarding attribution, the parties will seek to resolve it in good faith. Tyviso's tracking data will be treated as the reference record unless the parties have agreed otherwise in writing.

6. Fees and Payment

6.1 Fees

Fees are as specified in the applicable Order Form. Unless otherwise stated, Fees are exclusive of VAT and any other applicable taxes, which will be added at the prevailing rate.

6.2 Invoicing and payment

Tyviso will invoice Clients and Partners in accordance with the billing cycle set out in the Order Form. Payment is due within 30 days of the invoice date unless a different payment term is specified in the Order Form. All payments must be made in the currency stated in the Order Form.

6.3 Late payment

If payment is not received by the due date, Tyviso reserves the right to:

• Charge interest on the overdue amount at a rate of 8% per annum above the Bank of England base rate (or, for Irish-law governed contracts, the ECB reference rate), accruing daily from the due date until the date of actual payment.
• Suspend access to the Platform on 14 days' written notice until the outstanding balance is settled in full.

Tyviso will not exercise these rights unreasonably where a genuine payment dispute has been raised in good faith and notified to Tyviso in writing before the due date.

6.4 Disputed invoices

If you dispute any part of an invoice, you must notify Tyviso in writing within 14 days of receipt of the invoice, setting out the grounds for the dispute. Undisputed amounts remain payable by the due date. The parties will seek to resolve disputes in good faith within 30 days of the dispute notice.

6.5 Fee changes

Tyviso may change its Fees on renewal of a Term by giving at least 60 days' written notice before the renewal date. Continued use of the Platform following the renewal date constitutes acceptance of the revised Fees.

7. Intellectual Property

7.1 Tyviso IP

All intellectual property rights in the Platform, the Tag, the software, technology, processes, algorithms, documentation and any other materials created by Tyviso ("Tyviso IP") are and remain the exclusive property of Tyviso. Nothing in these Terms transfers any ownership of Tyviso IP to you.

7.2 Licence to use the Platform

Subject to these Terms and payment of applicable Fees, Tyviso grants you a non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your internal business purposes in accordance with these Terms and the applicable Order Form. This licence does not permit sub-licensing to any third party.

7.3 Client and Partner IP

You retain all intellectual property rights in your own brand assets, content, data and materials provided to Tyviso in connection with the Services ("Your IP"). You grant Tyviso a limited, non-exclusive licence to use Your IP solely to the extent necessary to deliver the Services during the Term. Tyviso acquires no ownership rights in Your IP.

7.4 Feedback

If you provide suggestions, ideas or feedback about the Platform, Tyviso may use that feedback without restriction or compensation to you. You assign to Tyviso all intellectual property rights in any such feedback.

7.5 No data pooling

Client Data is not shared with other Clients or used by Tyviso for purposes beyond delivering the Services to that Client. Tyviso may use aggregated, anonymised and non-identifiable data derived from Platform usage to improve the Platform and produce industry benchmarks, provided that no such data can be used to identify a specific Client, Partner or Consumer.

8. Brand Assets and Promotion

8.1 Use of brand assets within the Platform

You grant Tyviso a limited, non-exclusive licence to display your logo, brand name and other brand assets ("Brand Assets") within the Platform solely for the purpose of operating the Service. This licence terminates upon expiry or termination of the agreement.

8.2 Case studies and marketing references

Tyviso may wish to reference your company name as a client or partner in marketing materials, case studies, website content or sales presentations. Tyviso will obtain your prior written approval before doing so. Approval will not be unreasonably withheld or delayed, but you may specify reasonable restrictions on how your brand name or assets are presented.

8.3 Partner co-promotion

Where a Client wishes to promote a specific partnership with a named Partner, the Client is not required obtain the Client's prior written consent before using the Partner Brand Assets in any such co-promotional activity. 

8.4 No implied endorsement

Nothing in these Terms constitutes an endorsement by either party of the other's products or services. 

9. Data Protection

9.1 Compliance

Each party agrees to comply with its obligations under applicable data protection law, including (as applicable) the UK GDPR as retained in UK law under the Data Protection Act 2018, and the EU GDPR (Regulation 2016/679).

9.2 Roles

Where Tyviso processes personal data of Consumers on behalf of a Client via the Tag, Tyviso acts as a data processor and the Client acts as a data controller in respect of that processing. The terms governing such processing are set out in a separate Data Processing Agreement ("DPA") which forms part of the agreement between Tyviso and the Client. In the event of conflict between the DPA and these Terms on data protection matters, the DPA prevails.

9.3 Tyviso as Controller

In respect of personal data relating to Client and Partner contacts, Tyviso acts as a data controller. Such processing is governed by Tyviso's Privacy Policy, available at tyviso.com/privacy-policy.

9.4 No data pooling

Tyviso does not pool, sell, or share Consumer data across Clients. Consumer data processed by Tyviso in connection with one Client's Tag is used exclusively for the purpose of delivering Services to that Client.

10. Confidentiality

10.1 Definition

"Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with these Terms that is designated as confidential, or that a reasonable person in the Receiving Party's position would understand to be confidential given the nature of the information and circumstances of disclosure. This includes, without limitation: commercial terms, pricing, technical specifications, client lists, product roadmaps, and business strategies.

10.2 Obligations

Each party agrees to:

• Keep the Disclosing Party's Confidential Information strictly confidential.
• Not use the Disclosing Party's Confidential Information for any purpose other than performing or receiving the Services under these Terms.
• Disclose Confidential Information only to those employees, contractors or advisers who need to know it for the purposes of these Terms, and only where those individuals are bound by confidentiality obligations no less protective than those in this Clause.

10.3 Exceptions

These obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party without restriction before disclosure; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is required to be disclosed by law or a competent regulatory authority, provided the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) and cooperates with any request to limit or oppose the disclosure.

10.4 Duration

Confidentiality obligations survive termination of these Terms for a period of three years, except in respect of trade secrets, which remain protected indefinitely.

11. Warranties

11.1 Mutual warranties

Each party warrants to the other that: (a) it has full legal authority to enter into and perform its obligations under these Terms; (b) these Terms constitute legally binding obligations on it; and (c) its performance of these Terms will not violate any applicable law or third-party rights.

11.2 Tyviso warranties

Tyviso warrants that:

• The Platform will, in all material respects, perform in accordance with its technical documentation during the Term.
• It will maintain appropriate technical and organisational security measures throughout the Term.
• It will perform the Services with reasonable skill and care.

11.3 Client and Partner warranties

Each Client and Partner warrants that:

• All information, content and materials it provides to Tyviso are accurate, lawful, and do not infringe any third-party intellectual property rights.
• Its use of the Platform will comply with all applicable laws and these Terms.
• It has all necessary consents, permissions and licences required for Tyviso to display its Brand Assets and Partner Offers as contemplated by these Terms.

11.4 Disclaimer

Except as expressly set out in these Terms, all warranties, representations and conditions, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by applicable law. In particular, Tyviso does not warrant that: (a) the Platform will be uninterrupted or error-free; (b) any particular level of conversion, revenue or other commercial outcome will be achieved through use of the Services; or (c) the Platform will be free from all security vulnerabilities.

12. Limitation of Liability

12.1 Exclusion of indirect loss

Neither party will be liable to the other for any indirect, special, incidental, consequential or punitive loss or damage, including (without limitation) loss of profits, loss of revenue, loss of data, loss of business, or reputational damage, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, even if the party has been advised of the possibility of such loss.

12.2 Cap on liability

Each party's total aggregate liability to the other under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total Fees paid or payable by the Client or Partner to Tyviso in the 12 months immediately preceding the event giving rise to the claim.

12.3 Exceptions

Nothing in these Terms excludes or limits either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited by applicable law.

12.4 Mitigation

Each party has a duty to mitigate any loss it suffers or incurs as a result of an event that may give rise to a claim against the other party under these Terms.

13. Indemnification

13.1 By Clients and Partners

You will defend, indemnify and hold harmless Tyviso and its officers, directors, employees and agents from and against any claims, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms or any applicable Order Form; (b) your Partner Offers or website content infringing any third-party intellectual property rights; (c) your breach of applicable law, including data protection or advertising law; or (d) any claim by a Consumer arising from a Partner Offer or the fulfilment thereof.

13.2 By Tyviso

Tyviso will defend, indemnify and hold harmless you from and against any third-party claims that the Platform (excluding any Client or Partner content) infringes any intellectual property rights of a third party, provided that you: (a) notify Tyviso promptly in writing of any such claim; (b) give Tyviso sole control of the defence and settlement; and (c) provide reasonable assistance at Tyviso's cost.

14. Termination

14.1 Term

These Terms commence on the date you first accept them (by signing an Order Form, creating an account, or otherwise using the Platform) and continue whilst you have access to the platform.

14.2 Termination for cause

Either party may terminate these Terms immediately on written notice if:

• The other party commits a material breach of these Terms and, where that breach is capable of remedy, fails to remedy it within 30 days of receiving written notice specifying the breach.
• The other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to administration, liquidation, receivership or any analogous process.

14.3 Termination for non-payment

Tyviso may terminate these Terms on 14 days' written notice if any amount due to Tyviso remains unpaid for more than 30 days after the due date, and the Client or Partner has not raised a bona fide written dispute regarding the relevant invoice.

14.4 Suspension

Tyviso may suspend access to the Platform immediately without notice if: (a) it reasonably believes continued access poses a security risk to the Platform or other users; (b) you are using the Platform in breach of Clause 4.2 or 5.2; or (c) required to do so by law or a competent authority. Tyviso will notify you as soon as reasonably practicable and will restore access promptly once the issue is resolved.

15. Effect of Termination

15.1 Accrued obligations

Termination does not affect any rights or obligations that have accrued prior to the effective date of termination, including any outstanding payment obligations.

16. Force Majeure

Neither party will be in breach of these Terms or liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control, including acts of God, pandemic, government action, civil unrest, fire, flood, or failure of third-party telecommunications or infrastructure providers ("Force Majeure Event"). The affected party must notify the other promptly upon becoming aware of a Force Majeure Event and use reasonable endeavours to resume performance as soon as possible. 

17. General

17.1 Governing law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of Ireland.

17.2 Jurisdiction

The parties submit to the exclusive jurisdiction of the courts of Ireland to settle any dispute or claim arising out of or in connection with these Terms. Notwithstanding the foregoing, Tyviso reserves the right to seek injunctive or other equitable relief in any jurisdiction where necessary to protect its intellectual property or Confidential Information.

17.3 Entire agreement

These Terms, together with any applicable Order Form and DPA, constitute the entire agreement between the parties in relation to the Services and supersede all prior negotiations, representations, warranties and agreements relating to the same subject matter.

17.4 Order of precedence

In the event of conflict between these Terms and an Order Form, the Order Form prevails in respect of the specific commercial terms set out in it. In all other respects, these Terms prevail.

17.5 Amendments

Tyviso may amend these Terms at any time by providing at least 30 days' written notice to Clients and Partners. Continued use of the Platform after the effective date of any amendment constitutes acceptance. If you do not accept the amended Terms, you may terminate the agreement by written notice before the effective date without penalty beyond payment for Services already delivered.

17.6 Assignment

You may not assign, transfer or sub-license your rights or obligations under these Terms without Tyviso's prior written consent. Tyviso may assign these Terms, in whole or in part, to any affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets, provided it gives you written notice promptly thereafter.

17.7 Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions will continue in full force and effect.

17.8 Waiver

No failure or delay by either party in exercising any right, power or remedy under these Terms will operate as a waiver of that right, power or remedy. A waiver of any breach will not constitute a waiver of any subsequent breach.

17.9 Notices

Notices under these Terms must be in writing and sent by email to the addresses specified in the applicable Order Form, or (in Tyviso's case) to legal@tyviso.com. Notices are deemed received: (a) on the date sent, if sent by email and no automated delivery failure notification is received; or (b) on the third business day after posting, if sent by recorded post to the registered address.

17.10 Relationship of the parties

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind the other.

17.11 Counterparts

Order Forms may be executed in counterparts, each of which will be deemed an original. Electronic signatures are accepted and have the same legal effect as handwritten signatures.

18. Contact

For any questions about these Terms, or to give notice under them:

• Email: legal@tyviso.com
• Post: Tyviso Global Limited, 1st Floor, The Liffey Trust Centre, 117–126 Sheriff Street Upper, Dublin, D01 YC43, Ireland