Terms of Service

1. Who we are

2. The service

TillTalk is an AI-managed marketing service for independent hospitality and retail businesses (“the service”). The service:

• Manages your Meta, Google, and TikTok advertising campaigns end to end
• Reads your point-of-sale (POS) transaction data on a strictly read-only basis
• Pushes hashed conversion events to ad platforms to verify ad-driven revenue
• Provides weekly reports and recommendations via WhatsApp and a web dashboard

You authorise TillTalk to act on your behalf with the third-party platforms you connect (your POS, ad platforms, payment processor).

3. Account, eligibility, and authority

To use TillTalk you must:

• Be at least 18 years old
• Operate a registered business
• Have authority to bind that business to these Terms
• Have authority to grant TillTalk access to the third-party platforms you connect

TillTalk reserves the right to decline service to any prospect or terminate service to any client whose business does not meet our qualification criteria, who provides false information, or whose use of the service materially conflicts with these Terms.

4. Pricing and payment

4.1 Four-phase pricing

Steady-state tiers (per month): first €5,000 incremental at 5%, next €10,000 at 4%, next €15,000 at 3%, anything above €30,000 at 2.5%.

All fees are exclusive of VAT. Irish VAT at the prevailing rate (currently 23%) is added to invoices issued from Ireland; clients VAT-registered in the EU may reclaim through the reverse-charge mechanism where applicable.

4.2 What “incremental revenue” means

“Incremental revenue” is your revenue measured against your annual baseline, after deductions for events that are not caused by TillTalk, including but not limited to:

• Addition of new revenue streams (e.g. delivery partners) initiated independently of TillTalk
• Extensions to your trading hours or trading days
• Special offers or promotions run independently of TillTalk
• Price increases above the prevailing Irish CPI inflation rate
• General trading conditions affecting the local economy in your area, as agreed between us

Cash sales and other transactions that cannot be attributed via the ad platforms' conversion APIs are excluded from incremental revenue by contract and never counted toward fees.

Your annual baseline resets on 1 January each calendar year.

For the first 50 TillTalk clients, anomaly-detection edge cases are reviewed by us manually and you have the right to challenge any classification before invoicing.

4.3 Platform spend

You pay your Meta, Google, TikTok, and other platform ad spend directly to those platforms. TillTalk does not invoice you for platform spend or hold platform funds on your behalf.

4.4 Invoicing and payment terms

Invoices are issued monthly via Stripe. Payment is due 30 days from invoice date. Overdue accounts may be paused after 14 days of non-payment following written notice.

4.5 Refunds

Because fees are calculated on verified outcomes and payable only after the result, refunds are typically not applicable. Where billing errors occur or anomaly classifications are corrected after invoicing, we issue credit notes against future invoices.

5. Your responsibilities

You agree to:

• Provide accurate business and contact information
• Grant and maintain the third-party authorisations TillTalk needs to operate (POS read access; ad platform management access; payment processor access)
• Approve campaign briefs through the channels we provide (WhatsApp, dashboard) within reasonable time
• Notify us promptly of relevant operational changes (closures, hours changes, menu changes, ownership changes)
• Not interfere with TillTalk's automated operations on your accounts (for example, do not pause or alter campaigns we are actively running without first telling us)
• Comply with the terms of the third-party platforms you connect (Meta, Google, TikTok, your POS, Stripe)
• Not use TillTalk to advertise illegal goods or services, or to violate the policies of any platform we operate on your behalf

6. Our responsibilities

We agree to:

• Operate the service with reasonable skill and care
• Keep your data confidential per our Privacy Policy and our Data Processing Agreement (DPA) with you
• Treat your POS connection as strictly read-only and never write to your POS
• Use your customers' personal data only as a processor on your instruction, hashing identifiers before any transmission to third parties
• Notify you of material service changes at least 30 days in advance
• Maintain reasonable measures to keep the service secure (encryption in transit and at rest, access controls, error monitoring)

7. Geographic and category exclusivity

TillTalk operates a one-client-per-cuisine-per-area exclusivity policy in launch markets. Once we sign a client in a given category and area, no competing business in the same category and area may sign on while you remain an active client. This is a benefit of the service to you. Slot definitions and area boundaries are documented separately and may be updated over time.

8. Term and termination

8.1 No lock-in

You may terminate at any time on 30 days written notice via daniel@tilltalk.ie. We may terminate on 30 days written notice for any reason.

8.2 Immediate termination by us

We may terminate immediately without notice if:

• You materially breach these Terms and do not cure the breach within 14 days of written notice
• You become insolvent, enter liquidation, or assign your business for the benefit of creditors
• You misrepresent material facts on signup that affect TillTalk's ability to operate the service for you
• You instruct TillTalk to take actions that would breach a third-party platform's policies, applicable law, or these Terms

8.3 Effects of termination

On termination:

• Outstanding fees up to the termination date are payable on the next invoice cycle
• Your slot is released; another business in your category and area may sign on
• TillTalk withdraws from active management of your ad accounts within 14 days
• Your data is handled per Section 9 below and our Privacy Policy

9. Intellectual property and data ownership

9.1 What you own

You retain all rights to:

• Your business data (account information, business profile, hours, menu, brand assets you supply)
• Your raw transaction data (held in your POS — TillTalk reads it but does not own it)
• Your customer data, including identifying fields read from transactions
• Your conversation history with TillTalk (WhatsApp messages, dashboard chats, voice-note transcripts)
• Creative materials TillTalk produces specifically for your campaigns (ad copy, images, videos derived from your supplied assets), licensed to you for any use after termination

Granting TillTalk the access it needs to operate the service does not transfer ownership of any of the above to TillTalk.

9.2 What TillTalk owns

TillTalk retains all rights to:

• The TillTalk software, application code, agent prompts, and underlying systems
• The user interfaces (WhatsApp flow, web dashboard)
• The pricing engine, anomaly-detection subsystem, identity-resolution layer, and POS adaptation layer
• All other materials TillTalk develops as part of the service

Your right to use the service does not transfer ownership of any of these to you.

9.3 Derived models, calibrations, and operational learnings

For clarity, and as a material part of these Terms:

While you retain ownership of your raw business and customer data per Section 9.1, TillTalk retains exclusive ownership of all derived artefactsproduced by TillTalk's systems while operating the service for you, including but not limited to:

• Daypart and capacity models specific to your business
• Audience-response models and creative-performance learnings
• Anomaly-detection calibrations specific to your trading patterns
• Aggregated benchmarks against comparable businesses
• Trained parameters, embeddings, and weights inside TillTalk's models
• Internal operational metadata (campaign-decision logs, agent reasoning traces, quality scores)

These derived artefacts are TillTalk's proprietary work product and confidential trade secrets. They are not part of “your data” for any purpose under these Terms or applicable data-protection law (because they are aggregated, derived, or anonymised). They are not transferable to you on termination, are not subject to data-portability requests, and remain the exclusive property of TillTalk during and after your engagement.

This carve-out is necessary because TillTalk's ability to deliver the service depends on these artefacts, and treating them as transferable would compromise the integrity of the service for all clients.

9.4 What you receive on termination

On termination, TillTalk will, at your written request and within 30 days, provide you with:

• An export of your account data
• An export of your conversation history with TillTalk
• A copy of the creative materials TillTalk produced for your campaigns (under the licence in Section 9.1)
• A list of the campaigns active or recently active under your accounts at the time of termination, with their basic configuration (objective, audience description, budget, schedule)

You will not receive (because TillTalk owns them per Section 9.3):

• Daypart, capacity, audience-response, or anomaly-detection models built from your data
• Trained parameters, embeddings, or weights inside TillTalk's models
• Aggregated benchmarks
• TillTalk's internal operational metadata or agent reasoning traces

Your access to the live service ends at termination per Section 8.3.

10. Confidentiality

We will not disclose your business data, transaction data, or commercial terms to any third party except:

• As required to operate the service (sub-processors per the Privacy Policy)
• As required by law or court order
• With your written consent

You agree to keep confidential the commercial terms of your engagement with TillTalk, including pricing, and the existence and nature of TillTalk's derived artefacts (Section 9.3).

11. Warranties and disclaimers

11.1 What we warrant

We warrant that the service will be provided with reasonable skill and care, in conformance with these Terms.

11.2 What we do not warrant

To the maximum extent permitted by law, we do not warrant:

• That the service will produce any specific level of revenue, customer count, or other business outcome
• That the service will be uninterrupted or error-free at all times
• That third-party platforms (Meta, Google, TikTok, your POS, Stripe, etc.) will operate without disruption, or that their policies will not change in ways outside our control
• That competitors will not adopt similar approaches over time

The service is provided “as is” and “as available” except where these Terms explicitly state otherwise.

12. Limitation of liability

To the maximum extent permitted by Irish law:

• Neither party is liable to the other for indirect, consequential, incidental, or special damages, lost profits, lost data, or loss of business opportunity
• Our total aggregate liability under or in connection with these Terms in any 12-month period is limited to the total fees you paid us in that period (or, if no fees have been paid, €1,000)

Nothing in these Terms limits liability for fraud, gross negligence, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot be limited under Irish law.

13. Indemnity

You agree to indemnify TillTalk against claims, losses, and reasonable legal fees arising from:

• Your breach of these Terms
• Your violation of any third-party platform's policies that you authorised TillTalk to act on
• Any data you provided to TillTalk (such as your customer data) that you did not have the right to share with us

14. Changes to these Terms

We may update these Terms from time to time. Material changes will be communicated to clients by email at least 30 days before they take effect. Continued use of the service after the effective date constitutes acceptance.

A version history of these Terms is available on request.

15. Governing law and disputes

These Terms are governed by the laws of Ireland. The Irish courts have exclusive jurisdiction over any dispute arising from or in connection with these Terms, except where mandatory consumer protection laws of your jurisdiction provide otherwise.

We will attempt to resolve disputes amicably first. Either party may then escalate to mediation before commencing court proceedings.

16. Miscellaneous

• Entire agreement. These Terms, together with the Privacy Policy and the DPA, are the entire agreement between you and TillTalk regarding the service.
• No waiver. Failure to enforce a right is not a waiver of that right.
• Severability. If any provision is held unenforceable, the rest remains in effect.
• Assignment. You may not assign these Terms without our written consent. We may assign these Terms to a successor entity in connection with a merger or sale of the business.
• Notices. Notices to TillTalk are given to daniel@tilltalk.ie. Notices to you are given to the email address on your account.

17. Contact

For any question about these Terms, billing, or service operations: