General Terms & Conditions

Version: 1.0
Last Updated: 17th December 2025

This Agreement is comprised of these General Terms and Conditions, the Order Form and any documents referred to in the same such as the Service Level Agreement. In the event of any conflict, the Order Form shall prevail.

PART A: GENERAL CLAUSES APPLICABLE TO ALL SERVICES

1. INTERPRETATION

1.1. Definitions:

Agreement: These General Terms and Conditions together with the relevant Order Form and any documents referred in the same such as the Service Level Agreement.

Applicable Laws: All applicable laws, statutes, and regulations from time to time in force.

Background IPR: All Intellectual Property Rights owned by or licensed to a party and which are in existence at the Effective Date or are developed independently of this Agreement.

Business Day: A day other than a Saturday, Sunday or public holiday in England.

Change Order: A document setting out an agreed change to the scope of Services as described in Clause 9.

Charges: The charges, fees and expenses payable by the Customer for the supply of the Services, as set out in the Order Form.

Confidential Information: Any information (however recorded or preserved) disclosed by a party to the other in connection with the Agreement, which is either labelled as confidential or would reasonably be considered confidential.

Customer: means you the Customer identified in the Order Form to whom we (Dizplai) are providing the Deliverables.

Customer Content: Any material, data, or information that is entered into the Platform or provided to Dizplai by the Customer in the course of using the Services.

Customer Materials: All documents, software, information, and materials provided by the Customer to Dizplai in connection with the Services, including Customer Content.

Data Protection Legislation: All applicable data protection and privacy laws including, but not limited to, the UK GDPR, the EU GDPR, and any other law or regulation relating to the processing of personal data and privacy that applies to either party.

Deliverables: The deliverables to be provided by Dizplai as specified in an Order Form and all other materials developed by Dizplai for the Customer in the performance of the Consultancy Services.

Effective Date: The date specified in the Order Form or, if none is specified, the date the Order Form is signed by the last party.

Intellectual Property Rights (IPR): Patents, rights to inventions, copyright, trademarks, trade names, rights in designs, rights in computer software, database rights, rights to confidentiality, and any other intellectual property rights, in each case whether registered or unregistered which exist now or will exist in the future in any part of the world.

Order Form:  The Order Form which describes the Services to be provided and incorporates these General Terms and Conditions.

Platform: Dizplai’s proprietary software platform and related technology, as described in the Order Form.

Services: The Consultancy Services, Platform Services, or both, as specified in the Order Form.

Term: The term of the Agreement as set out in the Order Form.

1.2. A reference to legislation is a reference to it as amended or re-enacted. Any words following including, include, or in particular shall be illustrative and shall not limit the sense of the preceding words.

2. TERM AND TERMINATION

2.1. This Agreement commences on the Effective Date and shall continue for the Term specified in the Order Form, unless terminated earlier in accordance with the terms of the Agreement.

2.2. Without affecting any other right or remedy, either party may terminate this Agreement with immediate effect by giving written notice to the other if:

(a) the other party commits a material breach of this Agreement which is not capable of remedy, or if capable of remedy, is not remedied within 30 days of being notified to do so;

(b) the other party takes any step in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up, having a receiver appointed, or any event analogous to the foregoing in any jurisdiction; or

(c) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

2.3. Without affecting any other right or remedy, Dizplai  may terminate this Agreement with immediate effect by giving written notice if the Customer fails to pay any amount due under the Agreement on the due date and remains in default not less than 14 days after being notified in writing to make such payment.

2.4 If a rolling term is specified in the Order Form, the Customer may provide notice in writing that it does not wish to automatically renew the Term.  Such notice must be provided at least one calendar month prior to the automatic renewal, failing which the Agreement will renew for the same period specified as the original Term in the Order Form.  

2.5 The Customer may terminate this Agreement by providing notice in writing in accordance with Clause 18 (Retirement Notice). 

2.6. On termination of the Agreement for any reason (other than Clause 2.5 (Retirement Notice):

(a) the Customer shall immediately pay to Dizplai all of Dizplai’s outstanding unpaid invoices and interest and, for Services supplied but for which no invoice has been submitted, Dizplai may submit an invoice, which shall be payable immediately on receipt;

(b) all licences granted under this Agreement shall immediately terminate; and

(c) any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

3. CHARGES AND PAYMENT

3.1. In consideration for the provision of the Services, the Customer shall pay Dizplai the Charges in accordance with the Order Form.

3.2. All Charges are exclusive of any applicable sales tax, value-added tax (VAT), or any other similar indirect or transactional tax (collectively, “Taxes”). The Customer shall be responsible for the payment of all such Taxes. Where Dizplai has a legal obligation to collect and remit such Taxes, the appropriate amount will be added to the Customer’s invoice and paid by the Customer.

3.3. The Customer shall pay each invoice submitted by Dizplai within 30 days of the date of the invoice to a bank account nominated in writing by Dizplai.

3.4. If the Customer fails to pay any sum due by the due date, without prejudice to Dizplai’s other rights:

(a) the Customer shall pay interest on the overdue sum from the due date until payment, at a rate of 4% per year above the Bank of England’s base rate from time to time.

(b)  Dizplai may suspend all Services until payment has been made in full.

3.5. All amounts due from the Customer shall be paid in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law). If a withholding is required by law, the Customer shall pay such additional amount as is necessary to ensure Dizplai receives the full amount it would have received had no withholding been made.

 

4. CUSTOMER’S OBLIGATIONS

4.1. The Customer shall:

(a) co-operate with Dizplai in all matters relating to the Services;

(b) provide, in a timely manner, all Customer Materials and other information as Dizplai may reasonably require, and ensure that it is accurate and complete; and

(c) comply with all Applicable Laws.

4.2. If Dizplai’s performance of its obligations is prevented or delayed by any act or omission of the Customer or its agents (“Customer Cause”), Dizplai shall not be in breach of this Agreement as a result.  Dizplai may set reasonable deadlines for any required Customer input, such as replies or sign-offs, by providing the Customer with at least five (5) Business Days’ notice in writing. If the Customer fails to meet such a deadline:

(a)  Dizplai shall be granted an extension of time to perform its obligations; and

(b)  Dizplai reserves the right to reschedule provision of the Customer’s allocated Services. The new project timeline will be based on Dizplai’s next available slot and the resulting delay may not be a day-for-day equivalent of the Customer’s delay.  Dizplai shall not be liable for any costs or losses incurred by the Customer as a result of such rescheduling.

4.3. Support and Project Requests: The Customer shall submit all requests for support, and all new project or work requests, through Dizplai’s designated online ticketing solution, available at: https://support.interplai.app/hc/en-gb or any such URL as Dizplai may notify from time to time.  Dizplai shall not be responsible for any requests made via other channels such as individual email or telephone.  If the Customer’s request requires an amendment to the Order Form (such as a variation or addition to the Services), the Change Order process set out in Clause 9 will be applied.  

5. INTELLECTUAL PROPERTY AND INDEMNITIES

5.1. Background IPR: Each party shall retain ownership of its own Background IPR.

5.2. Customer Materials: The Customer grants Dizplai a non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Agreement for the purpose of providing the Services.

5.3. Customer IPR Indemnity: Subject to Clause 5.5, the Customer shall indemnify Dizplai against any and all liabilities, claims, costs, damages, losses, and expenses (including interest, penalties and legal costs) arising out of any claim that the receipt or use of the Customer Materials by Dizplai infringes the Intellectual Property Rights of a third party and/or that the use of the Customer Content is in contravention of any Applicable Laws or gives rise to a third party claim under any Applicable Laws (“Customer IPR Claim”).

5.4. Dizplai IPR Indemnity:  Subject to Clause 5.5, Dizplai shall indemnify the Customer against any and all liabilities, claims, costs, damages, losses and expenses (including interest, penalties and legal costs) arising out of any claim that the Customer’s use of the Platform or Deliverables in accordance with this Agreement infringes the Intellectual Property Rights of a third party (“Dizplai IPR Claim”). This indemnity shall not apply to the extent a Dizplai IPR Claim arises from:

(a) the use of Customer Materials;

(b) a modification of the Platform or Deliverables by anyone other than Dizplai; or

(c) the Customer’s use of the Platform or Deliverables in a manner contrary to the instructions given by Dizplai.

5.5 Each party will: (i) provide written notice of any Customer / Dizplai IPR Claim, (ii) provide the other party with any reasonable assistance in relation to any such Claim at the assisting party’s expense; (iii) not settle any Claim on behalf of the other party; (iv) allow the other party to have conduct of any proceedings where that party has the right to participate in any such proceedings. 

 

6. CONFIDENTIALITY

6.1. Each party undertakes that it shall not disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other, except as permitted by Clause 6.2.

6.2. Each party may disclose the other’s Confidential Information:

(a) to its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that such recipients comply with this Clause 6; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

6.3. Neither party shall use the other’s Confidential Information for any purpose other than to perform its obligations under the Agreement.

7. DATA PROTECTION

7.1. Each party will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove, or replace, a party’s obligations or rights under the Data Protection Legislation.

7.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and Dizplai is the processor, except as may be otherwise specified in Part D (Revenue Share Terms). 

7.3. Data Location: Dizplai shall not transfer or store any Customer personal data outside the United Kingdom (UK) or European Economic Area (EEA) without the Customer’s prior written consent, unless the following conditions are fulfilled: (a) The transfer is to a country, territory, or sector that has been deemed to provide an adequate level of protection for personal data by the UK’s Information Commissioner’s Office or the European Commission. (b) The transfer is made pursuant to Standard Contractual Clauses (SCCs) or another appropriate safeguard for the transfer of personal data as recognised by the applicable Data Protection Legislation.

7.4. Dizplai shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

8. LIMITATION OF LIABILITY

8.1. Nothing in this Agreement shall limit or exclude a party’s liability for: death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by Applicable Law.

8.2. Subject to clauses 8.1 and 8.4, each party’s total aggregate liability to the other in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the Charges payable by the Customer during the first 12 months of this Agreement.

8.3. Subject to clause 8.1, neither party shall be liable to the other for any loss of profits, loss of business, depletion of goodwill, loss of anticipated savings, loss or corruption of data, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising.

8.4. The limitations of liability set out in this Clause 8  shall not apply to a party’s liability arising from its obligations under the indemnities in clauses 5.3 (Customer IPR Indemnity), 5.4 (Dizplai IPR Indemnity), and 28.4 (Customer Tax Indemnity) which are capped at £1m in relation to any single claim and £2.5m in aggregate.

8.5. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.

9. CHANGE ORDER

9.1. Either party may propose changes to the scope or execution of the Services, but no proposed change shall come into effect until a formal Change Order has been signed by both parties.

9.2. A Change Order shall be a document setting out the proposed change, the effect on the Charges, the impact on any agreed timelines, and any other relevant terms which if agreed will amend the relevant Order Form.

9.3.  If the parties are unable to agree, Dizplai shall not be required to implement the change and may continue to perform its obligations as set out in the Order Form.

10. INSURANCE

During the term of this Agreement and for a period of two years thereafter, Dizplai shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Agreement.

11. MUTUAL NON-SOLICITATION

Neither party shall, from the Effective Date to the expiry of 12 months after the termination or expiry of this Agreement, directly or indirectly solicit or entice away from the other party (or attempt to do so) any person who is or was employed or engaged by the other party in the provision or receipt of the Services.

12. MARKETING AND PUBLICITY

12.1. Subject to the remaining provisions of this Clause 12, neither party shall issue any press release or make any other public announcement concerning this Agreement or the Services without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

12.2. Each party grants the other a non-exclusive, royalty-free, worldwide licence to use its name and logo on the other’s website and in standard, general marketing materials. This right is granted for the sole purpose of identifying the Customer as a client of Dizplai (and Dizplai as a provider to the Customer). The use of a party’s name and logo shall not convey or imply any other commercial relationship, such as a partnership, joint venture, or endorsement, unless a separate written agreement is made.

12.3. Following the first 3 months of this Agreement, the Customer agrees that Dizplai may develop and publish a detailed case study relating to the Customer’s use of the Services. Dizplai shall provide the Customer with a copy of any such case study for review and final approval prior to publication, such approval not to be unreasonably withheld or delayed.

12.4. All use of a party’s name and logo shall be in accordance with their reasonable brand guidelines as provided from time to time.

12.5. Upon termination or expiry of this Agreement, Dizplai shall not create any new marketing materials featuring the Customer. However, any existing materials may remain on Dizplai’s website and digital platforms indefinitely. The Customer shall have the right to request the removal of such materials by providing written notice to Dizplai at any time after the twelve (12) month anniversary of the termination date, and Dizplai shall use commercially reasonable efforts to remove them within thirty (30) days of receipt of such notice.

13. GENERAL

13.1. Force Majeure: Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control.  The affected party will promptly notify the unaffected part in writing of the occurrence and impact of the force majeure event.  The unaffected party will continue to perform any of its obligations which are not affected by the force majeure event and use reasonable endeavours to reduce the impact of the force majeure event.  If the force majeure events continue for a period of 30 days or more and there is no reasonable prospect of the force majeure event coming to an end, either party may terminate this Agreement by providing 30 written days’ notice.  

13.2. Assignment: Neither party shall assign, transfer or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of the other party (not to be unreasonably withheld or delayed), provided that either party may assign its rights or obligations to another company in the same group of companies for so long as that company remains in the group.

13.3. Subcontracting: Dizplai may subcontract the performance of any of its obligations under the Agreement. Dizplai shall remain fully responsible for the acts and omissions of its subcontractors as if they were the acts or omissions of Dizplai, except that Dizplai’s liability for the acts or omissions of providers of public cloud computing and hosting services (e.g., Amazon Web Services, Google Cloud, Microsoft Azure) shall be subject to the exclusions set out in Clause 19.3.1(d).

13.4. Entire Agreement: The Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises, and understandings between them, whether written or oral, relating to its subject matter.

13.5. Variation: No variation of the Agreement shall be effective unless it is in writing and signed by the parties.

13.6. Waiver: A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise any right or remedy shall not constitute a waiver.

13.7. Severance: If any provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.

13.8. Notices: Any notice given under the Agreement shall be in writing and sent to the address or email address specified in the Order Form. Notices are deemed received: if delivered by hand, at the time of delivery; if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting; or if sent by email, at the time of transmission (provided no delivery failure is received).

13.9. Third Party Rights: This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

13.10. Governing Law and Jurisdiction: The Agreement, and any dispute or claim arising out of it, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

13.11. Modification of these Terms: Dizplai may modify these General Terms and Conditions from time to time by posting an updated version to its website. The version of the terms located at https://dizplai.com/terms-conditions as of the Effective Date of an Order Form shall apply to that Order Form for its entire Term. Any updated terms will apply only to new Order Forms signed after the date of the update or to any renewal Term of an existing Order Form.

PART B:  CONSULTANCY SERVICES TERMS

These terms apply only if Consultancy Services are specified in the Order Form

14. SUPPLY OF CONSULTANCY SERVICES

14.1. Dizplai shall supply the Consultancy Services and provide the Deliverables to the Customer in accordance with the Order Form in all material respects.

14.2. Dizplai shall perform the Consultancy Services with reasonable care and skill.

14.3. Dizplai shall use reasonable endeavours to meet any performance dates for the Consultancy Services specified in the Order Form, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

14.4. Pre-requisites for Commencement: Dizplai shall not be obligated to commence any  Consultancy Services until the Customer has: (a) provided a full and final project brief; (b) delivered all necessary Customer Materials (including all assets, data, and access credentials); and (c) the Order Form being accepted by the Customer . Any delay by the Customer in fulfilling these pre-requisites may impact the project timeline.

15. ACCEPTANCE OF DELIVERABLES

15.1. Upon notification that a Deliverable is ready for review, the Customer shall have ten (10) Business Days (the “Acceptance Period”) to review it and notify Dizplai in writing of any material non-conformity with the specification set out in the Order Form.

15.2. If the Customer provides no such notice within the Acceptance Period, the Deliverable shall be deemed accepted.

15.3. If the Customer raises a valid objection based on non-conformity, Dizplai shall use reasonable endeavours to remedy the non-conformity and resubmit the Deliverable, after which the acceptance procedure in Clause 15.1 shall repeat. This clause sets out the Customer’s sole and exclusive remedy for non-conforming Deliverables.

15.4. Design Review Process: For any Deliverables involving design work, the Customer shall be entitled to one (1) consolidated round of feedback and a maximum of two (2) subsequent design revisions. Any further feedback, revisions, or deviation from the original brief shall be subject to a Change Order and may incur additional Charges. A more comprehensive review process may be agreed upon in the Order Form.

16. INTELLECTUAL PROPERTY FOR CONSULTANCY SERVICES

16.1. New IPR: All Intellectual Property Rights in any materials created by   Dizplai specifically for the Customer as a Deliverable (“New IPR”) shall, upon full payment by the Customer of all amounts due for that Deliverable, vest in and be assigned to the Customer.

16.2. Licence of Dizplai Background IPR: To the extent that any Dizplai Background IPR is incorporated into the Deliverables, Dizplai grants the Customer a non-exclusive, royalty-free, irrevocable, worldwide licence to use such IPR solely to the extent necessary to receive and use the Deliverables.

PART C: PLATFORM SERVICES TERMS

(These terms apply only if Platform Services are specified in the Order Form)

17. PLATFORM ACCESS AND USE

17.1. Licence: Subject to the terms of this Agreement, Dizplai grants to the Customer a non-exclusive, non-transferable right to permit authorised users to access and use the Platform during the Term, solely for the Customer’s internal business operations within the Territory specified in the Order Form.

17.2. Usage Restrictions: The Customer must not: (a) reverse engineer, de-compile, disassemble the Platform or attempt to do so, except as permitted by Applicable Law; (b) adapt, copy, or create derivative works of the Platform or Dizplai materials in whole or in part; (c) sub-license, assign, or novate the benefit or burden of the licence granted herein; or (d) use the Platform for any unlawful purpose or to introduce any offensive, defamatory, or illegal material.

17.3. Customer Responsibility: The Customer is solely responsible for all Customer Content uploaded to or transmitted via the Platform. The Customer acknowledges that Dizplai provides access to content but does not clear any third-party rights for its use.

17.4. Platform Functionality: The Customer acknowledges that it is licensing access to Dizplai’s Platform as it exists and is made generally available. This Agreement does not grant any rights to custom functionality or future features. Dizplai’s development roadmap is at its sole discretion, and no part of this Agreement is contingent on the delivery of any future functionality.

17.5. Project Work Lead Times: For any project-based work (such as graphics design and build) requested in connection with the Platform Services, the Customer acknowledges that Dizplai requires a minimum lead time of one (1) calendar month from the date that all pre-requisites (as described in clause 14.4) have been met.

17.6. Third-Party Service Dependencies

The Customer acknowledges that certain features of the Platform are dependent on the availability and terms of third-party services, including but not limited to social media APIs (e.g., X/Twitter, Facebook, etc.). Dizplai is not responsible for the availability, performance, or terms of such third-party services.

In the event that any such third-party provider (a) ceases to make its service or API available, (b) materially modifies its service or API, or (c) materially modifies its terms of use or pricing (including by introducing or significantly increasing fees), in a manner that has a material adverse impact on Dizplai’s ability to provide a dependent feature:

(i) Dizplai shall notify the Customer of the impact.

(ii) Dizplai may propose a Change Order (per Clause 9) to pass through any increased costs to the Customer.

(iii) If the Customer does not agree to such Change Order within fifteen (15) Business Days, or if passing on the cost is not feasible, Dizplai shall have the right, upon reasonable notice, to modify or remove the dependent feature from the Platform. Such modification or removal shall not be deemed a breach of this Agreement. If the removed feature is a material component of the Services, the parties shall negotiate in good faith an equitable reduction in the Charges.

18. PLATFORM UPDATES AND FEATURE RETIREMENT

18.1. Dizplai continuously develops and improves the Platform.  Dizplai reserves the right to release updates, new versions, and enhancements from time to time, which will be made available to the Customer at no additional cost, unless designated as a new, separately priced module.

18.2. Dizplai reserves the right to retire or materially modify features of the Platform. Dizplai shall provide the Customer with at least six (6) months’ written notice before retiring any material feature of the Platform (“Retirement Notice”).

18.3. If the retirement of a feature will have a material adverse effect on the Customer’s use of the Platform (as reasonably determined by both parties), the Customer shall have the right to terminate the Agreement for convenience by providing at least thirty (30) days’ written notice. Such notice must be given within sixty (60) days of receiving the Retirement Notice.

18.4. If the Customer terminates the Agreement under clause 18.3, Dizplai shall provide a pro-rata refund of any pre-paid fees for the period following the termination date. This shall be the Customer’s sole and exclusive remedy for the retirement of a feature.

19. PLATFORM WARRANTIES AND SUPPORT

19.1. Warranty: Dizplai warrants that during the Term, the Platform will, when used as permitted, conform in all material respects to its specification as described in the Order Form. Dizplai’s sole obligation for a breach of this warranty shall be to use commercially reasonable efforts to remedy the non-conformity.

19.2. Exclusions: Dizplai shall have no liability for any breach of warranty if the claim relates to: (a) a modification of the Platform by the Customer; (b) the Customer’s use of the Platform in a manner contrary to Dizplai’s instructions; or (c) use of the Platform after notice of an alleged infringement has been given.

19.3. Service Levels: Dizplai shall provide support services and use reasonable endeavours to meet the uptime and service levels for the Platform as set out in the Service Level Agreement (SLA) available via the Dizplai website at https://dizplai.com/sla-v1-0/

19.3.1. Service Exclusions: Notwithstanding any provision in the SLA, Dizplai shall not be responsible for any failure to meet service levels, and such failures shall be excluded from uptime calculations, to the extent such failure is caused by: (a) any Customer Cause (as defined in Clause 4.2); (b) the Customer’s or its users’ misuse of the Platform; (c) scheduled or emergency maintenance (as defined in the SLA); or (d) the failure of major third-party infrastructure providers, including but not limited to public cloud computing and hosting providers (e.g., Amazon Web Services, Google Cloud, Microsoft Azure), provided such services are not generally available.

19.4. Maintenance: Dizplai will provide the Customer with all maintenance releases generally made available to its customers. Dizplai may interrupt the Platform to perform scheduled or emergency maintenance as detailed in the SLA.

19.5. Support for Current Version: Dizplai’s obligations under the Service Level Agreement (SLA) and its general support obligations shall apply in full to the most current, generally available version of the Platform (“Current Version”). When Dizplai releases a new version, the immediately preceding version shall be considered a “Prior Version.” Dizplai’s full obligations under the Service Level Agreement (SLA) and its general support obligations shall continue to apply to a Prior Version for a period of ninety (90) days from the release date of the Current Version (“Grace Period”). The Customer is responsible for implementing and adapting to the Current Version within this Grace Period. After the Grace Period expires, Dizplai shall have no further obligation to support, maintain, or provide any service levels for any Prior Versions. The Customer shall be responsible for any and all costs it may incur in order to use, implement, or adapt to the Current Version, including but not limited to any costs of updating its own systems, integrations, or processes. For the avoidance of doubt, updates to the core Dizplai Platform itself (e.g., core platform maintenance) are made available as part of the Platform Services, but this does not include any professional services, development, or support required by the Customer to manage this update, which shall be chargeable as Consultancy Services.

20. INTELLECTUAL PROPERTY FOR PLATFORM SERVICES

20.1. Platform IPR: The Customer acknowledges that Dizplai and/or its licensors own all right, title, and interest in and to the Platform and all related IPR. This Agreement does not grant the Customer any rights to, or in, such IPR except for the access and use licence expressly stated in clause 17.1.

20.2. Customer Content IPR: The Customer shall own all right, title and interest in and to all of the Customer Content.

PART D: REVENUE SHARE TERMS

These terms apply only if a Revenue Share arrangement is specified in the Order Form

21. APPLICATION AND PRECEDENCE

21.1. The terms in this Part D shall apply only when the Order Form explicitly states that the Charges for certain Services are based on a Revenue Share model.

21.2. In the event of a conflict between the payment terms in Clause 3 (Charges and Payment) and the terms in this Part D, the terms in this Part D shall prevail in respect of the services governed by the Revenue Share.

21.3. Joint Controller Acknowledgement: The parties acknowledge that for Services provided under this Part D, where Dizplai is actively involved in determining the purposes and means of processing personal data to maximise Net Revenue, the parties may be acting as Joint Controllers. In such a case, the parties shall, in good faith, negotiate and enter into a separate Joint Controller Agreement to define their respective responsibilities in compliance with Article 26 of the UK GDPR.

22. REVENUE SHARE DEFINITIONS

22.1. “Gross Revenue”: The total revenue generated and actually received from end-users in connection with the specific Services identified in the Order Form.

22.2. “Net Revenue”: Gross Revenue less the following deductions: (a) Value Added Tax (VAT) or any other applicable sales or transaction taxes; (b) Payment processing fees (e.g., credit card, PayPal, or app store fees); (c) Refunds, returns, chargebacks, and bad debt that is written off; and (d) Any other third-party costs or fees expressly agreed in the Order Form.

22.3. “Reporting Period”: Each calendar month, unless otherwise specified in the Order Form.

22.4. “Dizplai Revenue Share”: The percentage of Net Revenue payable to Dizplai, as specified in the Order Form.

22.5. “Customer Revenue Share”: The percentage of Net Revenue payable to the Customer, as specified in the Order Form.

23. DATA SHARING AND PERFORMANCE OPTIMISATION

23.1. The Customer acknowledges that the success of the Revenue Share model is dependent on mutual cooperation. The Customer agrees to share with Dizplai all relevant data and performance metrics related directly or indirectly to the Services, as reasonably requested by Dizplai from time to time.

23.2. Such data may include, but is not limited to, user engagement statistics, audience figures, conversion rates, and sales data.

23.3. The purpose of this data sharing is to enable Dizplai to analyse performance, provide recommendations, and collaborate with the Customer to optimise the Services and maximise Net Revenue for both parties. Any data shared under this clause shall be treated as the Customer’s Confidential Information.

24. REVENUE SHARE MECHANICS AND PAYMENT

24.1. The collection and remittance of revenue shall be handled by the party specified in the Order Form (“Collecting Party”).

24.2. The Collecting Party shall, within thirty (30) days of the end of each Reporting Period, provide the other party with a detailed report showing the calculation of Net Revenue for that period, including Gross Revenue and all deductions.

24.3. Where the Customer is the Collecting Party: Based on the report, Dizplai shall issue an invoice to the Customer for Dizplai Revenue Share, which the Customer shall pay within thirty (30) days of the invoice date.

24.4. Where Dizplai is the Collecting Party: Following the provision of the report, Dizplai shall pay the Customer Revenue Share to the Customer’s nominated bank account within thirty (30) days. Dizplai may generate a self-billing invoice on the Customer’s behalf if agreed, or the Customer may provide an invoice for its share.

25. AUDIT AND RECORDS

25.1. The Collecting Party shall maintain complete and accurate records of all data necessary to calculate and verify the Net Revenue for a period of at least two (2) years.

25.2. The other party (“Auditing Party”) shall have the right, no more than once per calendar year and on giving at least thirty (30) days’ written notice, to appoint an independent, certified public accountant to audit the Collecting Party’s records to verify the accuracy of the revenue reports.

25.3. Such an audit shall be conducted at the Auditing Party’s expense, during the Collecting Party’s normal business hours. However, if the audit reveals an underpayment to the Auditing Party of five percent (5%) or more for any Reporting Period, the Collecting Party shall, in addition to paying the shortfall, reimburse the Auditing Party for the reasonable costs of the audit.

26. MINIMUM REVENUE GUARANTEE

26.1. If the Customer commits a material breach of its obligations under this Part D, including but not limited to its obligation to share data under Clause 23, and fails to remedy such breach within fourteen (14) days of written notice, Dizplai shall be entitled to invoice the Customer for a “Minimum Revenue Guarantee” for each month the breach remains unremedied.

26.2. The value of the Minimum Revenue Guarantee per month shall be the amount specified in the Order Form. This payment represents a pre-estimate of the minimum loss to Dizplai from the Customer’s failure to support the revenue share arrangement and does not limit Dizplai’s other rights or remedies.

27. CUSTOMER’S RIGHT OF TERMINATION

27.1. If Dizplai commits a material breach of its core obligations to provide the Services under this Part D, preventing the Customer from generating revenue, the Customer may provide Dizplai with a written notice to remedy the breach.

27.2. If Dizplai fails to remedy such breach within thirty (30) days of the notice, the Customer shall have the right to terminate this Part D of the Agreement by giving a further thirty (30) days’ written notice. Upon such termination, any other fixed-fee Services under the Agreement shall remain in effect unless terminated separately.

28. TAX OBLIGATIONS AND MERCHANT OF RECORD

28.1. Merchant of Record: The Customer acknowledges and agrees that it is the merchant of record and the ultimate provider of the goods or services to the end-user.  Dizplai, even when acting as the Collecting Party, is operating solely as a third-party payment processing agent on behalf of the Customer.

28.2. Sales Tax Responsibility: The Customer is solely responsible for determining, calculating, collecting, and remitting all applicable sales taxes (including VAT or other transactional taxes) due on the Gross Revenue generated from end-users.

28.3. Exclusion from Net Revenue: All sales taxes collected from end-users shall be excluded from the calculation of Net Revenue. When Dizplai is the Collecting Party, it shall pass through all collected sales taxes to the Customer for remittance, or remit them on the Customer’s express written instruction.

28.4. Indemnity: The Customer shall indemnify Dizplai against any and all claims, liabilities, damages, losses, costs and expenses (including interest, penalties and legal costs) arising from the Customer’s failure to comply with its sales tax obligations.

28.5. Dizplai’s Invoices: For the avoidance of doubt, any invoices issued by Dizplai for its Dizplai Revenue Share shall be exclusive of VAT, which shall be added if applicable and remains the responsibility of the Customer.