Terms & Conditions

1. Definitions

In these Terms, the following words have the meanings givenbelow:

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

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

"Partner" means a brand that has contractedwith Tyviso to distribute offers, gifts or promotions to Consumers via thePlatform.

"Platform" means the Tyviso technologyplatform, including the client-facing dashboard accessible atplatform.tyviso.com, the Partner network and management tools, and allsoftware, APIs and infrastructure operated by Tyviso in connection with theServices.

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

"Services" means the services described inClause 2 and, where applicable, any additional services specified in an OrderForm.

"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 byreference and sets out the specific commercial terms applicable to that relationship,including fees, products and service period.

"Consumer" means an individual who visits aClient'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 viathe Platform.

"Affiliate" means any entity that directlyor indirectly controls, is controlled by, or is under common control with aparty, where "control" means ownership of more than 50% of the votingrights or the power to direct management.

"Introduced Client" means, in relation to aPartner, any Client on whose website or app that Partner's Partner Offers weredisplayed via the Platform, or whom Tyviso proposed or introduced to thatPartner, in each case during the Term, excluding any Client with whom thePartner has a Pre-existing Relationship.

"Pre-existing Relationship" means a directcommercial arrangement for Restricted Activities between a Partner and a Clientthat was in force, or documented in writing, in the [12] months before thePartner's first Order Form, and which the Partner notified to Tyviso in writingwithin 30 days of its first Order Form (or, for existing Partners, within 30days of these Terms being amended to include this definition).

"Restricted Activities" means any gift withpurchase, gift after purchase, post-purchase offer, rewards or loyaltyprogramme, or other partner offer, incentive or cross-promotion shown toConsumers at or around checkout, on an order confirmation page, or inpost-purchase communications.

"Circumvention Fee" means an amount equalto the net revenue received by Tyviso in respect of the relevant Partner andIntroduced Client pairing in the 12 months before the breach (annualised wherethe pairing has run for less than 12 months), or €10,000, whichever is greater.The parties agree this amount is a genuine pre-estimate of the loss Tyvisowould suffer from the breach, reflecting its investment in recruiting, vettingand matching Clients and Partners.

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

"Confidential Information" has the meaninggiven in Clause 10.

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

"Term" means the duration of the agreementas specified in the Order Form, or if not specified, as determined under Clause14.

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

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

2. The Platform and Services

2.1 Overview

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

•       Giftwith Purchase - displays a Partner Offer at or around the point of checkouton a Client's website, with the aim of increasing conversion and average ordervalue.

•       GiftAfter Purchase - displays a Partner Offer on a Client's post-purchaseconfirmation page, enabling Clients to monetise that touchpoint by earning afee when Consumers engage with a Partner Offer.

•       Rewards- delivers a programme of ongoing Partner Offers to a Client's customer base tosupport retention and repeat purchase.

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

2.2 Network standards

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

2.3 Service levels

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

2.4 Changes to the Platform

Tyviso may update, modify or discontinue features of thePlatform from time to time. Where a material change would adversely affect aClient 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, thecommercial terms and duration of that pilot are as stated in the Order Form. Atthe end of the pilot period, the agreement will either convert to a full-termarrangement (as specified in the Order Form) or terminate, depending on theoutcome agreed between the parties.

3. Account Registration and Access

3.1 Eligibility

The Platform is available to businesses only. By registeringan account, you confirm that you are acting in the course of a business, tradeor profession, and that you have the legal authority to enter into these Termson behalf of that business.

3.2 Account credentials

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

3.3 Authorised users

You may grant access to the Platform to employees andcontractors acting on your behalf ("Authorised Users"). You areresponsible for ensuring Authorised Users comply with these Terms. Any act oromission 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 currentinformation during registration and to keep that information up to date. Tyvisomay suspend or terminate accounts where information is found to be materiallyinaccurate or misleading.

4. Client Terms

4.1 Tag deployment

To use the Platform, Clients must deploy the Tag on theirwebsite in accordance with Tyviso's technical specifications. Tyviso willprovide implementation support as set out in the Order Form. Clients areresponsible for ensuring the Tag is deployed correctly and maintained acrossany updates to their website. Tyviso is not liable for service failures causedby incorrect or incomplete Tag implementation.

4.2 Client responsibilities

Clients agree to:

•       Ensurethat use of the Platform and display of Partner Offers on their websitecomplies with all applicable laws and regulations, including consumerprotection, advertising standards and data protection law.

•       Obtainand maintain any consents required from Consumers in connection with the Tagand the processing of Consumer data, where the Client is the data controller ofsuch data.

•       Notmodify, reverse engineer, decompile or otherwise tamper with the Tag or anypart of the Platform.

•       Notuse the Platform in connection with any website or content that is unlawful,deceptive, harmful or in breach of any third-party rights.

•       Promptlynotify Tyviso of any material changes to their website or checkout flow thatmay affect Tag functionality.

4.3 Partner selection

Clients may indicate preferences or exclusions regardingPartner categories or specific Partners within the Platform settings. Tyvisowill use reasonable endeavours to honour those preferences. Tyviso does notguarantee that any specific Partner will be available within the Network at anygiven time.

4.4 White-label presentation

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

4.5 Reporting

Clients will have access to performance reporting via thePlatform dashboard. Tyviso makes reasonable efforts to ensure reporting data isaccurate but it is provided for indicative purposes. Clients should not relysolely on Platform reporting for financial reconciliation without independentverification.

5. Partner Terms

5.1 Partner Offers

Partners are solely responsible for the content, accuracy,legality and fulfilment of their Partner Offers. Tyviso acts solely as atechnology platform and distributor and does not review, verify, endorse orguarantee the accuracy, legality or suitability of any Partner Offer. For theavoidance of doubt, Tyviso has no obligation to audit or monitor Partner Offersfor compliance with applicable laws or regulations, and nothing in these Termsshall be construed as imposing such an obligation on Tyviso.

All Partner Offers must:

•       Beaccurate, complete and not misleading in all material respects.

•       Complywith all applicable advertising, consumer protection, promotional, dataprotection and any other relevant laws and regulations in each territory inwhich they are displayed.

•       Notinfringe the intellectual property, privacy or other rights of any third party.

•       Becapable of being fulfilled as described. Partners must honour all validConsumer redemptions resulting from Partner Offers delivered via the Platform.

5.2 Partner warranties

By submitting a Partner Offer to the Platform, each Partnerrepresents and warrants to Tyviso on a continuing basis that:

•       EachPartner Offer complies, and will at all times continue to comply, with therequirements of clause 5.1.

•       ThePartner holds all necessary licences, permissions and consents required todisplay and fulfil the Partner Offer.

•       ThePartner Offer does not violate any applicable law, regulation, code of practiceor regulatory guidance in any territory in which it is displayed.

5.3 Partner obligations

Partners agree to:

•       ProvideTyviso with accurate and current Offer details, including any expiry dates,terms and conditions, and redemption limits.

•       NotifyTyviso promptly, and in any event within 24 hours, of any changes to an Offerthat affect its availability, value, legality or terms.

•       Notuse the Platform or access to Client audiences for purposes other thandelivering Partner Offers as agreed in the Order Form.

•       Complywith Tyviso's Partner network policies as notified from time to time.

5.4 Non-circumvention

(a) During the Term and for 12 months after its terminationor expiry, the Partner shall not, and shall procure that its Affiliates andpersonnel shall not, directly or indirectly (including through any agency,affiliate network or other intermediary other than Tyviso):

(i) solicit, invite or encourageany Introduced Client to enter into an arrangement for Restricted Activities;or

(ii) enter into or perform anyarrangement for Restricted Activities with an Introduced Client, other thanthrough the Platform.

(b) If an Introduced Client approaches the Partner about anarrangement for Restricted Activities outside the Platform, the Partner shallnotify Tyviso in writing within five working days.

(c) This clause does not restrict: (i) any Pre-existingRelationship; or (ii) dealings between the Partner and an Introduced Clientthat are not Restricted Activities, including wholesale, retail stocking orgeneral advertising.

(d) If the Partner breaches this clause 5.4, the Partnershall pay Tyviso the Circumvention Fee within 30 days of Tyviso's writtendemand. This is without prejudice to Tyviso's right to seek injunctive reliefor to terminate under clause 14.2.

5.5 Indemnity

Each Partner shall indemnify, defend and hold harmlessTyviso, its affiliates, and their respective officers, directors, employees,agents and successors ("Tyviso Indemnitees") from and against any andall claims, proceedings, damages, losses, liabilities, costs and expenses(including reasonable legal fees) arising out of or in connection with:

•       Anybreach of clause 5.1, 5.2, 5.3 or 5.4 by the Partner;

•       AnyPartner Offer that is inaccurate, misleading, unlawful or incapable offulfilment;

•       Anyclaim by a Consumer, Client, regulator or third party arising from a PartnerOffer; or

•       Anyregulatory investigation, fine, penalty or enforcement action arising from aPartner Offer.

This indemnity shall survive termination or expiry of theseTerms.

6. Fees and Payment

6.1 Fees

Fees are as specified in the applicable Order Form. Unlessotherwise 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 withthe billing cycle set out in the Order Form. Payment is due within 30 days ofthe invoice date unless a different payment term is specified in the OrderForm. 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 reservesthe right to:

•       Chargeinterest on the overdue amount at a rate of 8% per annum above the Bank ofEngland base rate (or, for Irish-law governed contracts, the ECB referencerate), accruing daily from the due date until the date of actual payment.

•       Suspendaccess to the Platform on 14 days' written notice until the outstanding balanceis settled in full.

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

6.4 Disputed invoices

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

6.5 Fee changes

Tyviso may change its Fees on renewal of a Term by giving atleast 60 days' written notice before the renewal date. Continued use of thePlatform 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 othermaterials created by Tyviso ("Tyviso IP") are and remain theexclusive property of Tyviso. Nothing in these Terms transfers any ownership ofTyviso 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 toaccess and use the Platform solely for your internal business purposes inaccordance with these Terms and the applicable Order Form. This licence doesnot permit sub-licensing to any third party.

7.3 Client and Partner IP

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

7.4 Feedback

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

7.5 No data pooling

Client Data is not shared with other Clients or used byTyviso for purposes beyond delivering the Services to that Client. Tyviso mayuse aggregated, anonymised and non-identifiable data derived from Platformusage to improve the Platform and produce industry benchmarks, provided that nosuch data can be used to identify a specific Client, Partner or Consumer.

8. Brand Assets and Promotion

8.1 Use of brand assets within thePlatform

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

8.2 Case studies and marketing references

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

8.3 Partner co-promotion

Where a Client wishes to promote a specific partnership witha named Partner, the Client is not required obtain the Partner's prior writtenconsent before using the Partner Brand Assets in any such co-promotionalactivity. 

Where a Partner wishes to promote a specific partnership with a Client, theymust obtain permission from both Tyviso and the Client.

8.4 No implied endorsement

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

9. Data Protection

9.1 Compliance

Each party agrees to comply with its obligations underapplicable data protection law, including (as applicable) the UK GDPR asretained 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 behalfof a Client via the Tag, Tyviso acts as a data processor and the Client acts asa data controller in respect of that processing. The terms governing suchprocessing are set out in a separate Data Processing Agreement("DPA") which forms part of the agreement between Tyviso and theClient. In the event of conflict between the DPA and these Terms on dataprotection matters, the DPA prevails.

9.3 Tyviso as Controller

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

9.4 No data pooling

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

10. Confidentiality

10.1 Definition

"Confidential Information" means any informationdisclosed by one party ("Disclosing Party") to the other("Receiving Party") in connection with these Terms that is designatedas confidential, or that a reasonable person in the Receiving Party's positionwould understand to be confidential given the nature of the information andcircumstances of disclosure. This includes, without limitation: commercialterms, pricing, technical specifications, client lists, product roadmaps, businessstrategies, and the pairings between Clients and Partners on the Platform,together with the commercial terms and performance data of each pairing(including conversion, redemption and revenue data).

10.2 Obligations

Each party agrees to:

•       Keepthe Disclosing Party's Confidential Information strictly confidential.

•       Notuse the Disclosing Party's Confidential Information for any purpose other thanperforming or receiving the Services under these Terms.

•       DiscloseConfidential Information only to those employees, contractors or advisers whoneed to know it for the purposes of these Terms, and only where thoseindividuals are bound by confidentiality obligations no less protective thanthose in this Clause.

10.3 Exceptions

These obligations do not apply to information that: (a) isor becomes publicly available through no fault of the Receiving Party; (b) wasalready known to the Receiving Party without restriction before disclosure; (c)is independently developed by the Receiving Party without use of theConfidential Information; or (d) is required to be disclosed by law or acompetent regulatory authority, provided the Receiving Party gives theDisclosing Party prompt written notice (where legally permitted) and cooperateswith any request to limit or oppose the disclosure. For the purposes of clause10.3(a), the fact that a Partner Offer is visible on a Client's website doesnot make public the commercial terms or performance data of that pairing.

10.4 Duration

Confidentiality obligations survive termination of theseTerms for a period of three years, except in respect of trade secrets, whichremain protected indefinitely.

11. Warranties

11.1 Mutual warranties

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

11.2 Tyviso warranties

Tyviso warrants that:

•       ThePlatform will, in all material respects, perform in accordance with itstechnical documentation during the Term.

•       Itwill maintain appropriate technical and organisational security measuresthroughout the Term.

•       Itwill perform the Services with reasonable skill and care.

11.3 Client and Partner warranties

Each Client and Partner warrants that:

•       Allinformation, content and materials it provides to Tyviso are accurate, lawful,and do not infringe any third-party intellectual property rights.

•       Itsuse of the Platform will comply with all applicable laws and these Terms.

•       Ithas all necessary consents, permissions and licences required for Tyviso todisplay 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, commonlaw or otherwise, are excluded to the fullest extent permitted by applicablelaw. In particular, Tyviso does not warrant that: (a) the Platform will beuninterrupted or error-free; (b) any particular level of conversion, revenue orother 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

Subject to clause 12.3, neither party will be liable to theother for any indirect, special, incidental, consequential or punitive loss ordamage, including (without limitation) loss of profits, loss of revenue, lossof data, loss of business, or reputational damage, whether arising in contract,tort (including negligence), breach of statutory duty or otherwise, even if theparty has been advised of the possibility of such loss.

12.2 Cap on liability

Subject to clause 12.3, each party's total aggregateliability to the other under or in connection with these Terms, whether incontract, tort (including negligence), breach of statutory duty or otherwise,will not exceed the total Fees paid or payable by the Client or Partner to Tyvisoin the 12 months immediately preceding the event giving rise to the claim.

12.3 Exceptions

Nothing in these Terms excludes or limits either party'sliability for: (a) death or personal injury caused by its negligence; (b) fraudor fraudulent misrepresentation; (c) any other liability that cannot beexcluded or limited by applicable law; or (d) a Partner's liability to pay theCircumvention Fee, or for any other loss arising from its breach of clause 5.4,including loss of revenue or profits. The Circumvention Fee is a debt due toTyviso and is not subject to clause 12.1 or clause 12.2.

12.4 Mitigation

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

13. Indemnification

13.1 By Clients and Partners

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

13.2 By Tyviso

Tyviso will defend, indemnify and hold harmless you from andagainst any third-party claims that the Platform (excluding any Client orPartner 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) providereasonable assistance at Tyviso's cost.

14. Termination

14.1 Term

These Terms commence on the date you first accept them (bysigning 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 onwritten notice if:

•       Theother party commits a material breach of these Terms and, where that breach iscapable of remedy, fails to remedy it within 30 days of receiving writtennotice specifying the breach.

•       Theother party becomes insolvent, makes an assignment for the benefit ofcreditors, or becomes subject to administration, liquidation, receivership orany analogous process.

•       Theother party is a Partner and breaches clause 5.4. Such a breach is a materialbreach that is not capable of remedy.

14.3 Termination for non-payment

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

14.4 Suspension

Tyviso may suspend access to the Platform immediatelywithout notice if: (a) it reasonably believes continued access poses a securityrisk to the Platform or other users; (b) you are using the Platform in breachof 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 restoreaccess promptly once the issue is resolved.

15. Effect of Termination

15.1 Accrued obligations

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

15.2 Survival

Clauses 5.4, 5.5, 7.4, 10, 12, 13, 15 and 17, and any otherprovision which by its nature is intended to survive, continue in force aftertermination or expiry of these Terms.

16. Force Majeure

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

17. General

17.1 Governing law

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

17.2 Jurisdiction

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

17.3 Entire agreement

These Terms, together with any applicable Order Form, DPAand any other written agreement executed between Tyviso and a Client or Partnerin connection with the Services, constitute the entire agreement between theparties 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 OrderForm, the Order Form prevails in respect of the specific commercial terms setout in it. In all other respects, these Terms prevail.

17.5 Amendments

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

17.6 Assignment

You may not assign, transfer or sub-license your rights orobligations under these Terms without Tyviso's prior written consent. Tyvisomay assign these Terms, in whole or in part, to any affiliate or in connectionwith 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 provisionwill be modified to the minimum extent necessary to make it enforceable, orsevered if modification is not possible. The remaining provisions will continuein 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, poweror remedy. A waiver of any breach will not constitute a waiver of anysubsequent breach.

17.9 Notices

Notices under these Terms must be in writing and sent byemail to the addresses specified in the applicable Order Form, or (in Tyviso'scase) 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 theregistered address.

17.10 Relationship of the parties

The parties are independent contractors. Nothing in theseTerms creates any partnership, joint venture, agency, franchise, or employmentrelationship between the parties. Neither party has authority to bind theother.

17.11 Counterparts

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

18. Contact

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

•       Email:legal@tyviso.com

•       Post:Tyviso Global Limited, 1st Floor, The Liffey Trust Centre, 117–126 SheriffStreet Upper, Dublin, D01 YC43, Ireland

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