1. Scope of Application
1.1. These Terms and Conditions, together with the Data Processing Agreement available at https://tapp.so/data-processing-agreement-for-tapp-so-ltd/ (the “DPA”) and, where applicable, an Order Form (together, the “Agreement”), are entered into by Tapp.so Ltd, Unit 4.07 The Tea Building, 56 Shoreditch High Street, London, United Kingdom, E1 6JJ (hereinafter referred to as “Tapp.so”) and the entity accepting them (hereinafter referred to as “Customer”; individually referred to as “Party” and together as the “Parties”), and govern Customer’s access to and use of the Services.
1.2. “Services” means Tapp.so’s products and services as described in the applicable Order Form or the Subscription Plan selected by Customer, including deep linking infrastructure, link tracking, attribution, referral and affiliate campaign management, real-time analytics, Partner Payout facilitation (Section 9), Tapp.so’s application programming interfaces (“APIs”), the software development kits, libraries and code snippets made available by Tapp.so (“SDK”), and access to Tapp.so’s web platform (the “Dashboard”). “Documentation” means Tapp.so’s then-current technical and user documentation for the Services.
1.3. The Agreement is incorporated into the contractual relationship between Tapp.so and Customer by (a) reference in an Order Form, (b) Customer’s acceptance via checkbox or click-through on Tapp.so’s website or the Dashboard, or (c) Customer’s access to or use of the Services, whichever occurs first.
1.4. The Services are intended exclusively for business customers. Customer confirms that it is acting in the exercise of its trade, business, craft or profession, and not as a consumer.
1.5. Tapp.so is entitled to amend or update this Agreement by notice at any time (“T&C Update”). T&C Updates may be necessary to reflect changes in applicable law or developments in the Services. T&C Updates that would create new obligations for Customer or materially alter existing obligations of Customer may only be introduced with Customer’s express consent. Tapp.so will notify Customer of T&C Updates in text form with a notice period of at least thirty (30) days before their effective date. A T&C Update becomes effective unless Customer objects in writing within the notice period. If Customer objects, Tapp.so is entitled to terminate the Agreement and the relevant Order Form or Subscription Plan.
1.6. References to “in writing” in this Agreement include email but not fax.
2. Services
2.1. The Services are designed to support Customer in creating, managing, measuring and scaling referral, affiliate and influencer marketing programmes for Customer’s mobile applications and websites (“Customer Apps”), including through deep linking, attribution, analytics and incentive payouts.
2.2. Tapp.so shall render the Services in accordance with the service description in the applicable Order Form or Subscription Plan and as set forth in this Agreement. The Services and support are provided in English.
2.3. Support is provided at the level applicable to Customer’s Subscription Plan or Order Form (e.g., community support, email support, or a dedicated account manager and service levels for Enterprise plans, as set out in the applicable Order Form). Implementation support may be included in, or purchased in addition to, a Subscription Plan as described on Tapp.so’s pricing page or in the Order Form.
2.4. Tapp.so reserves the right to make technical changes and improvements to the Services, provided the changes do not result in a material reduction of the functionality, performance, availability or security of the Services, and to suspend the Services for maintenance or repair purposes. Tapp.so will inform Customer about material changes or planned suspensions as far in advance as reasonably possible.
2.5. Features identified as “beta”, “preview”, “early access” or similar are provided as-is for evaluation, may be modified or discontinued at any time, and are excluded from any support commitments and service levels.
2.6. The Services support the platforms, operating systems and development frameworks listed in the Documentation (currently including iOS, Android, React Native and Flutter). Use of the SDK or Services with platforms or frameworks not listed in the Documentation, or through unofficial wrappers or bridges, is not supported, is at Customer’s sole risk, and is excluded from any support commitments, service levels and warranties.
3. Order Form and Online Subscription Plans
3.1. For negotiated engagements, the commercial details (including selected Services, volumes, fees and Term) are specified in a separate contractual document (“Order Form”). The Order Form is executed in writing. Tapp.so will send Customer an Order Form constituting a binding offer, valid for fourteen (14) days unless otherwise specified. The Order Form becomes legally binding upon Tapp.so’s receipt of the Customer-signed version.
3.2. Customer may alternatively subscribe to the Services online by selecting a subscription plan on Tapp.so’s website or in the Dashboard (“Subscription Plan”). A binding contract is formed when Tapp.so confirms the subscription or provisions access to the Services, whichever is earlier. Tapp.so may decline a registration or subscription at its reasonable discretion.
3.3. Each Subscription Plan includes the usage allowances (for example, a monthly number of Tracked Taps) and features described on Tapp.so’s pricing page at the time of purchase or in the applicable Order Form. “Tracked Tap” means a tap, click or equivalent interaction with a Tapp link, or an interaction recorded via the SDK or APIs, in each case as measured by Tapp.so’s systems.
3.4. The Order Form and this Agreement are drafted in English. If translated, the English version shall prevail in case of a conflict.
4. Free Plan and Trials
4.1. Tapp.so may offer certain Services free of charge, subject to usage or feature limitations (including watermark branding) or for a limited period (“Free Versions”). The provision of Free Versions automatically ends, or the Services may be automatically restricted, once the applicable period or volume limitations have been reached.
4.2. Either Party may terminate the provision or use of Free Versions at any time. Tapp.so may modify the scope of, or discontinue, Free Versions at its discretion.
4.3. Subject to Section 13, Tapp.so’s liability for defects of Free Versions is excluded, except in the case of intent or fraudulent concealment of a defect.
5. Account
5.1. To access the Services and the Dashboard, Customer must create a Tapp.so account. Customer warrants that all data provided during registration is complete and correct and will keep it up to date.
5.2. Customer must keep account credentials confidential, use reasonable security measures (including strong passwords and, where available, multi-factor authentication), and notify Tapp.so without undue delay of any suspected unauthorised use of its account. Customer is responsible for all activities occurring under its account, except to the extent caused by Tapp.so’s breach of this Agreement.
6. Grant of Rights; Ownership; SDK Licence
6.1. During the Term, Tapp.so grants Customer a non-exclusive, non-transferable, non-sublicensable (except as set out in Section 6.2) right to access and use the Services, including the Dashboard, in accordance with this Agreement, the Documentation and the applicable Order Form or Subscription Plan.
6.2. Tapp.so grants Customer a non-exclusive, non-transferable right to integrate the SDK into Customer Apps and to distribute the SDK solely as embedded in Customer Apps, in each case solely to access and use the Services. Certain SDK components are made available under open-source licences (as indicated in the applicable source repositories, e.g., the MIT licence); to the extent of any conflict, the applicable open-source licence governs the use of that component’s code.
6.3. Customer may grant its employees and authorised third-party service providers (“Authorised Users”) access to Customer’s account, provided that Customer remains liable for any breach of this Agreement by its Authorised Users as for its own breach.
6.4. Customer shall not, and shall ensure that Authorised Users do not: (a) breach or circumvent the security of the Services or usage limits; (b) access data not intended for Customer; (c) interfere with the operation of the Services; (d) resell, sublicense or provide the Services to third parties as a service bureau, except as expressly permitted; (e) use the Services to develop a competing product or service; (f) reverse engineer, decompile or disassemble the Services except to the extent permitted by mandatory law or an applicable open-source licence; (g) remove or obscure proprietary notices or, except on plans that include custom or white-label branding, Tapp.so branding or watermarks; or (h) use the Services in a manner that violates applicable law.
6.5. Tapp.so and its licensors retain all intellectual property rights in the Services, the SDK, the Dashboard and the Documentation, including all rights in patents, trademarks, source code and any other materials. If Customer provides suggestions or feedback regarding the Services, Tapp.so may use such feedback without restriction or obligation.
6.6. Customer retains full ownership of the data that Customer generates by using the Services, including data transmitted via the SDK and APIs from Customer Apps (“Customer Data”).
6.7. During the Term, Customer grants Tapp.so a non-exclusive, royalty-free right to host, process and use Customer Data (a) to provide, maintain, secure and support the Services and fulfil its obligations under the Agreement, (b) to detect and prevent Fraudulent Activity (as defined in Section 9.5) and abuse, and (c) to comply with applicable law. Tapp.so may also create and use aggregated and/or anonymised data derived from Customer Data that does not identify Customer, any End User or any other natural person, for purposes of improving the Services, benchmarking and statistics. [TAPP TO CONFIRM: keep or remove aggregated-data right.]
6.8. Tapp.so is entitled to refer to the collaboration with Customer and to depict Customer’s name and logo for self-promotional purposes (e.g., on its website and in marketing materials) unless Customer objects in writing.
7. Customer Obligations
7.1. Customer must follow Tapp.so’s reasonable instructions and protocols (e.g., in the Documentation) to ensure the proper functioning of the Services.
7.2. Customer must implement the latest generally available (non-beta) version of the SDK and install library updates within a reasonable time after Tapp.so provides notice of available updates; updates designated by Tapp.so as security-critical must be installed within thirty (30) days of notice.
7.3. Customer is solely responsible for its End Users’ use of Customer Apps and for the legal compliance of Customer Apps and of Customer’s referral, affiliate and incentive programmes. “End Users” means end users of Customer Apps and participants in Customer’s programmes.
7.4. Customer shall obtain and maintain all consents, permissions and authorisations from End Users, and provide all notices, that are required under applicable law for the processing of End User data through the Services, including (where required) consents for storing or accessing information on End User devices, for device-based attribution and analytics techniques (e.g., under the UK Privacy and Electronic Communications Regulations and the EU ePrivacy Directive), and for the use of advertising identifiers (e.g., under Apple’s App Tracking Transparency framework and Google Play policies) where Customer configures integrations that use them.
7.5. Customer shall comply with all applicable app store terms and guidelines, including those of the Apple App Store and Google Play Store, and shall make accurate privacy disclosures in respect of the Services (including Apple privacy “nutrition labels” and the Google Play Data safety form).
7.6. Customer shall not use the Services, and shall not permit them to be used, (a) to send unsolicited communications (spam) or to create links used for phishing, malware distribution or other deceptive or malicious purposes, or (b) to direct users to content that is unlawful, infringing or fraudulent.
7.7. Customer shall not engage in, facilitate or knowingly benefit from Fraudulent Activity (as defined in Section 9.5) and shall reasonably cooperate with Tapp.so in investigating suspected Fraudulent Activity.
7.8. Customer shall not use the Services in or for Customer Apps that are primarily directed at children (as defined under applicable law, e.g., under 13 in the UK, or under 16 where applicable) without Tapp.so’s prior written consent, and shall not knowingly transmit personal data of children to the Services.
7.9. Customer shall comply with applicable export control and sanctions laws in its use of the Services.
8. Restricted Data
8.1. The Services are designed to operate on pseudonymous, technical and event-based data and do not require the submission of information that directly identifies a natural person. “Restricted Data” means: (a) personal data that directly identifies a natural person, such as names, email addresses, telephone numbers, postal addresses, photographs, account usernames or government-issued identifiers; (b) special categories of personal data within the meaning of Article 9 of the UK GDPR or EU GDPR (e.g., data concerning health, biometric or genetic data, or data revealing racial or ethnic origin, political opinions, religious beliefs, trade union membership, sex life or sexual orientation) and personal data relating to criminal convictions and offences; (c) payment card data or financial account credentials; (d) precise geolocation data; and (e) any personal data relating to a person Customer knows to be a child.
8.2. Except where a Service feature expressly requires it under the Documentation (for example, Partner onboarding for payouts under Section 9, which is handled through Tapp.so’s designated payment provider), Customer shall not, and shall ensure that its Authorised Users and Customer Apps do not, transmit Restricted Data to Tapp.so or the Services in any form, including via SDK configuration, event names, event metadata or parameters, user or device identifiers, deep link URLs or URL parameters, API calls, file uploads, support requests or free-text fields. Where Customer supplies its own user-level identifiers, Customer shall use only pseudonymous values (such as randomly generated UUIDs or salted hashes) that do not directly identify a natural person.
8.3. Tapp.so does not request, require or intend to receive Restricted Data, does not knowingly store Restricted Data, and has no obligation to review, monitor or filter Customer Data for Restricted Data. Any transmission of Restricted Data to the Services in breach of Section 8.2 is made at Customer’s sole risk.
8.4. If either Party becomes aware that Restricted Data has been transmitted to the Services in breach of Section 8.2, it shall notify the other Party without undue delay (in Customer’s case, to legal@tapp.so). Tapp.so will delete the relevant Restricted Data from its systems within thirty (30) days of becoming aware of it (or such shorter period as required by law), except where retention is required by applicable law. Deletion in accordance with this Section 8.4 is Customer’s sole and exclusive remedy in respect of Restricted Data transmitted in breach of Section 8.2.
8.5. To the maximum extent permitted by applicable law: (a) Tapp.so shall have no liability whatsoever arising out of or in connection with Restricted Data transmitted to the Services in breach of Section 8.2, including for its storage, disclosure, loss or unlawful processing; (b) Tapp.so’s obligations under this Agreement and the DPA (other than the deletion obligation in Section 8.4 and its general security obligations) shall not apply to such Restricted Data; and (c) Customer shall indemnify Tapp.so in accordance with Section 12.2 against all claims, losses, fines, damages and reasonable costs arising out of such transmission.
9. Partner Payouts
9.1. Where Customer enables payout features, Tapp.so facilitates the calculation and disbursement of rewards, commissions or other incentives (“Partner Payouts”) to the creators, affiliates, influencers or End Users designated under Customer’s programme (“Partners”), in accordance with the programme rules configured by Customer in the Dashboard.
9.2. Payment processing and disbursement services are provided by Tapp.so’s designated third-party payment provider(s) [TAPP TO CONFIRM provider name(s)]. Partners may be required to register with, and complete identity and compliance checks (e.g., KYC) of, the payment provider, and to accept the payment provider’s terms. Tapp.so is not a bank, payment institution or money transmitter and does not provide regulated payment services.
9.3. Customer is responsible for (a) funding Partner Payouts in accordance with the funding and settlement mechanics described in the Documentation or Order Form [TAPP TO CONFIRM mechanics], (b) the accuracy and lawfulness of its programme rules and payout instructions, and (c) all tax withholding, reporting and social security obligations, if any, arising in connection with Partner Payouts, except for taxes on Tapp.so’s own income.
9.4. The terms of Customer’s programme (including eligibility, reward levels and any Partner-facing terms) are agreed solely between Customer and its Partners. Tapp.so is not a party to those terms and has no obligations to Partners under them.
9.5. “Fraudulent Activity” means activity that artificially generates, inflates or manipulates Tracked Taps, installs, events, referrals or Partner Payouts, including click spamming or injection, use of bots, emulators or device farms, self-referrals, incentive abuse and identity misrepresentation. Tapp.so may (but is not obliged to) withhold, reverse or adjust Partner Payouts, Tracked Taps and related metrics that it reasonably suspects arise from Fraudulent Activity, and will inform Customer of material adjustments.
9.6. Commission Fees on Partner Payouts apply in accordance with Section 10.4.
10. Fees and Payment
10.1. The fees for the Services are set out in the applicable Order Form or, for Subscription Plans, on Tapp.so’s pricing page at the time of purchase or renewal. All fees are exclusive of VAT and other applicable taxes, which shall be borne by Customer (except taxes on Tapp.so’s income).
10.2. Unless specified otherwise in the Order Form, fees under an Order Form are payable for the whole Term in advance. Invoices must be paid within thirty (30) days of receipt.
10.3. Fees for online Subscription Plans are billed in advance for each billing cycle (monthly or annually, as selected) to the payment method on file, which Customer authorises Tapp.so (via its payment processor) to charge. If a charge fails, Tapp.so may retry it and, after notice, downgrade or suspend the affected Services.
10.4. Where Customer uses Partner Payout features, Tapp.so charges a commission fee at the percentage rate applicable to Customer’s Subscription Plan or Order Form (“Commission Fee”). Unless otherwise stated in the Order Form, the Commission Fee is calculated on the gross amount of Partner Payouts processed through the Services (i.e., on the amounts paid out to Partners, not on the value of the underlying referred transactions) and is payable by [TAPP TO CONFIRM: deduction from payout funding / separate invoice].
10.5. If Customer exceeds the usage allowances of its Subscription Plan (e.g., included Tracked Taps), Tapp.so may, upon notice, (a) require an upgrade to an appropriate plan, (b) charge overage fees at its then-current rates, and/or (c) for Free Versions, restrict the Services in accordance with Section 4.1.
10.6. In the event of late payment, Tapp.so may charge statutory interest and compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and reserves the right to Suspend Customer’s access to the Services in accordance with Section 11.5.
10.7. Tapp.so may change fees with effect from the next renewal of the applicable Subscription Plan or Order Form Term by giving at least thirty (30) days’ prior notice.
11. Term, Termination, Suspension
11.1. The term of an Order Form corresponds with the term indicated therein (“Term”). If no term is indicated, the initial Term shall be twelve (12) months, automatically renewing for subsequent twelve (12) month periods unless either Party gives written notice of non-renewal at least forty-five (45) days prior to the end of the then-current Term.
11.2. Online Subscription Plans run for the selected billing cycle and renew automatically for successive billing cycles unless either Party cancels with effect from the end of the then-current billing cycle (Customer may cancel via the Dashboard or in writing).
11.3. Each Party may terminate the Agreement (in whole or with respect to an affected Order Form or Subscription Plan) with immediate effect by written notice if the other Party (a) materially breaches this Agreement and fails to remedy the breach within thirty (30) days of written notice, or (b) becomes insolvent, enters into liquidation or administration, or suffers an analogous event. Tapp.so may additionally terminate with immediate effect in the event of Customer’s material breach of Sections 6.4, 7.6, 7.7, 7.8 or 8.
11.4. Upon termination or expiry: (a) Customer’s right to use the Services ceases; (b) Customer may export Customer Data via the Dashboard or APIs for thirty (30) days after the effective date of termination, after which Tapp.so will delete Customer Data in accordance with the DPA; (c) fees accrued up to the effective date remain payable; and (d) prepaid fees are non-refundable except where Customer terminates for Tapp.so’s uncured material breach under Section 11.3(a) or as expressly stated in this Agreement or the DPA, in which case Tapp.so will refund prepaid fees for the unused remainder of the Term on a pro-rata basis.
11.5. Tapp.so reserves the right to suspend the Services or components thereof (“Suspend/Suspension”) if (a) Tapp.so becomes aware of Customer’s material non-compliance with this Agreement, (b) reasonably necessary to prevent or mitigate a security risk, Fraudulent Activity or harm to the Services, other customers or third parties, or (c) required by applicable law. Where practicable, Tapp.so will give prior notice and limit the Suspension to the affected components. Fees remain payable during a Suspension caused by Customer.
11.6. Sections which by their nature are intended to survive (including Sections 6.5, 8.3–8.5, 10 (for accrued fees), 11.4, 12, 13, 14 and 16) survive termination or expiry of the Agreement.
12. Indemnification
12.1. Tapp.so will indemnify Customer against third-party claims arising from an allegation that Customer’s use of the Services in accordance with this Agreement infringes a third party’s intellectual property rights. If such a claim arises or is likely to arise, Tapp.so may, at its option, (a) procure the right for Customer to continue using the Services, (b) modify or replace the affected Services so they become non-infringing without material loss of functionality, or (c) terminate the affected Services and refund prepaid fees for the unused remainder of the Term. Tapp.so’s obligations under this Section 12.1 do not apply to claims arising from (i) combination of the Services with items not provided by Tapp.so, (ii) use in breach of this Agreement or the Documentation, including on unsupported platforms (Section 2.6), or (iii) Customer Data.
12.2. Customer will indemnify Tapp.so against third-party claims (including claims by End Users, Partners and data subjects, and including related losses, damages, fines and reasonable costs) arising from (a) Customer’s use of the Services in breach of this Agreement, (b) Customer Apps, Customer’s programmes or Customer’s Partner-facing terms, (c) Customer Data, and (d) Restricted Data transmitted to the Services in breach of Section 8.2.
12.3. The indemnified Party shall (a) notify the indemnifying Party of the claim without undue delay, (b) allow the indemnifying Party to control the defence and settlement of the claim (provided any settlement imposing obligations on the indemnified Party other than payment requires its consent), and (c) provide reasonable cooperation at the indemnifying Party’s expense.
13. Liability
13.1. Nothing in this Agreement limits or excludes any liability which cannot legally be limited or excluded, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
13.2. Subject to Section 13.1, neither Party shall be liable for any indirect or consequential loss, or for any loss of profits, revenue, business, goodwill or anticipated savings, or loss or corruption of data (except for Tapp.so’s obligation to restore Customer Data from its then-current backups), in each case whether arising in contract, tort (including negligence) or otherwise, even if advised of the possibility of such loss.
13.3. Subject to Sections 13.1 and 13.4, each Party’s total aggregate liability arising out of or in connection with this Agreement shall be limited to the greater of (a) the total fees paid or payable by Customer to Tapp.so under the Agreement in the twelve (12) months preceding the first event giving rise to the liability, and (b) one hundred pounds sterling (GBP 100). [TAPP TO CONFIRM cap: this replaces the previous “greater of 12 months’ fees or GBP 200,000”, which set a GBP 200,000 minimum exposure for Tapp.so on every plan, including Free.]
13.4. The limitation in Section 13.3 does not apply to (a) a Party’s indemnification obligations under Section 12, (b) Customer’s payment obligations under Section 10, or (c) Customer’s liability arising from breach of Sections 6.4 or 8.
13.5. Tapp.so is responsible for ensuring that the Services operate materially as specified in the Documentation. Tapp.so assumes no liability for damage resulting from use of the Services not in accordance with this Agreement or the Documentation.
14. Confidentiality
14.1. Each Party (“Receiving Party”) shall keep in confidence all Confidential Information it receives from the other Party (“Disclosing Party”) and use it only to exercise its rights and perform its obligations under the Agreement. “Confidential Information” means all information marked as confidential or which should reasonably be considered confidential, including the commercial terms of the Agreement.
14.2. The obligations of confidentiality shall not apply to information that was already lawfully known to the Receiving Party, was independently developed, was lawfully obtained from a third party, or is or becomes generally known without fault of the Receiving Party. The Receiving Party may disclose Confidential Information to the extent required by law or a competent authority, provided it gives the Disclosing Party prior notice where legally permitted.
14.3. This Section 14 shall survive the termination of this Agreement by a term of three (3) years.
15. Data Protection
15.1. To the extent Tapp.so processes personal data on behalf of Customer in providing the Services, the Parties’ respective obligations are set out in the DPA, which is incorporated into and forms part of this Agreement pursuant to Article 28 of the UK GDPR and, where applicable, the EU GDPR. In the event of a conflict between the DPA and this Agreement with respect to the processing of personal data, the DPA prevails.
15.2. Customer is responsible for ensuring that it has a lawful basis for the processing of End Users’ personal data through the Services, including obtaining and maintaining any consents required under Section 7.4, and for providing End Users with all legally required privacy notices covering the processing described in the DPA.
16. Miscellaneous
16.1. This Agreement shall be governed by the laws of England and Wales, and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.
16.2. Notices to Tapp.so under this Agreement should be sent to legal@tapp.so. Tapp.so will provide notices to Customer at the email address associated with Customer’s account or as specified in the Order Form.
16.3. Neither Party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, labour disputes, governmental action, internet or utility failures, or failures of third-party providers, provided the affected Party notifies the other and uses reasonable efforts to mitigate.
16.4. Tapp.so may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets. Customer may not assign this Agreement without Tapp.so’s prior written consent, not to be unreasonably withheld.
16.5. If any provision of this Agreement is invalid or unenforceable, the validity of the remaining provisions shall remain unaffected; the Parties shall replace the invalid provision with a valid one that comes closest to its commercial intent.
16.6. A failure or delay in exercising a right under this Agreement does not constitute a waiver of that right.
16.7. The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency or employment relationship. A person who is not a Party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
16.8. This Agreement, the DPA and the relevant Order Form constitute the entire agreement between the Parties regarding its subject matter. In case of conflict, the following order of precedence applies: (1) the Order Form, (2) the DPA (with respect to the processing of personal data), (3) these Terms and Conditions.