Business Partner Agreement

1. Introduction

1.1 Purpose of this Agreement

This Business Partner Agreement sets out the terms governing the relationship between Privi and businesses that choose to participate in the Privi Membership platform.

By joining Privi and publishing one or more offers, the Business agrees to be bound by this Agreement.

This Agreement should be read alongside any additional documentation or operational guidance issued by Privi from time to time.

1.2 About Privi

Privi is a paid membership platform that connects Members with participating Businesses offering exclusive discounts, promotions and benefits.

Privi provides the platform through which offers are displayed and redeemed. Privi does not act as the retailer, supplier or provider of the Business's goods or services.

2. Becoming a Business Partner

2.1 Eligibility

To become a Business Partner, the Business must:

• operate lawfully within the United Kingdom;
• hold all licences, registrations and permissions required to provide its goods or services;
• maintain appropriate insurance where required;
• provide accurate business information;
• comply with this Agreement.

Privi may request evidence of compliance where reasonably necessary.

2.2 Approval

Submission of an application does not guarantee acceptance.

Privi reserves the right to approve or decline any Business application at its reasonable discretion.

Approval may take into account factors including:

• suitability for the Platform;
• quality of the proposed offer;
• completeness of information supplied;
• previous dealings with Privi;
• protection of the Member experience.

2.3 No Joining Fee

Unless otherwise agreed in writing, Businesses may join Privi without paying a joining fee.

Privi reserves the right to introduce paid business services or optional premium features in the future. Any such services will be subject to separate terms and will not affect existing arrangements unless expressly agreed.

3. Business Responsibilities

3.1 Accuracy of Information

The Business is responsible for ensuring that all information published on Privi is accurate, complete and up to date.

This includes:

• business name;
• address;
• contact information;
• opening hours;
• website links;
• offer descriptions;
• offer conditions;
• redemption instructions.

The Business must notify Privi promptly if published information becomes inaccurate.

3.2 Maintaining Standards

The Business agrees to provide goods and services with reasonable care, skill and professionalism.

The Business remains solely responsible for:

• customer service;
• product quality;
• service quality;
• food safety where applicable;
• legal compliance;
• pricing;
• warranties;
• refunds relating to its own goods or services.

Nothing in this Agreement transfers those responsibilities to Privi.

3.3 Compliance with the Law

The Business must comply with all applicable legislation, regulations and industry requirements relevant to its operations.

This includes maintaining any licences, registrations, certifications or approvals necessary to trade lawfully.

4. Business Offers

4.1 Control of Offers

The Business retains control over the offers it chooses to publish.

The Business may determine:

• the discount or benefit provided;
• participating products or services;
• validity dates;
• redemption conditions;
• excluded items;
• availability restrictions;
• booking requirements.

Offers should be clear, accurate and capable of being honoured.

4.2 Honouring Offers

The Business agrees to honour valid offer redemptions presented by eligible Members in accordance with the published offer conditions.

Businesses should ensure that staff responsible for serving customers understand the offers available through Privi.

Failure to honour valid offers may result in complaints, investigation or removal from the Platform.

4.3 Changes to Offers

Businesses may amend or withdraw offers at any time.

Where possible, changes should be submitted before they take effect to minimise Member inconvenience.

Privi will endeavour to update the Platform as soon as reasonably practicable after receiving notification.

4.4 Prohibited Offers

Businesses must not publish offers that:

• are misleading;
• are unlawful;
• contain false pricing;
• promote prohibited goods or services;
• discriminate unlawfully;
• damage the reputation of Privi;
• cannot reasonably be fulfilled.

Privi reserves the right to refuse or remove any offer that does not meet the standards expected of the Platform.

5. Offer Redemption

5.1 Approved Redemption Methods

Businesses agree to use only redemption methods approved by Privi.

Approved methods may include:

• in-app barcodes;
• QR codes;
• promotional codes;
• other verification methods approved by Privi.

Businesses must not create alternative redemption methods without Privi's approval.

5.2 Verification

Businesses may verify that a Member holds an active Membership before accepting an offer.

Businesses should refuse redemption where:

• Membership is inactive;
• offer conditions have not been met;
• fraud is reasonably suspected.

Verification should always be carried out respectfully and professionally.

5.3 Misuse

Businesses should notify Privi where they reasonably suspect:

• fraudulent Membership use;
• altered redemption methods;
• repeated misuse of offers;
• abusive behaviour towards staff;
• any activity likely to compromise the integrity of the Platform.

Privi will investigate reports where appropriate.

6. Relationship Between Privi and the Business

6.1 Independent Businesses

Nothing in this Agreement creates:

• a partnership;
• a joint venture;
• an employment relationship;
• an agency relationship;
• a franchise arrangement.

Businesses remain independent organisations responsible for their own operations.

6.2 No Exclusivity

Participation in Privi is non-exclusive.

Businesses remain free to advertise, promote or participate in other membership programmes, loyalty schemes or promotional platforms.

Similarly, Privi remains free to work with other Businesses, including competitors operating within the same sector or geographical area.

6.3 No Guaranteed Results

Privi does not guarantee:

• a minimum number of Member visits;
• increased sales;
• increased revenue;
• marketing exposure;
• customer acquisition;
• business growth.

Participation provides the opportunity to reach Privi Members but does not guarantee commercial outcomes.

7. Fees and Payments

7.1 Business Charges

Unless otherwise agreed in writing, Businesses do not pay membership or commission fees to participate in Privi.

Each Business remains responsible for its own operating costs and the financial impact of the offers it chooses to provide.

7.2 Taxes

Each Business remains responsible for:

• its own tax affairs;
• VAT obligations;
• accounting records;
• reporting obligations;
• compliance with applicable tax legislation.

Privi accepts no responsibility for the Business's tax affairs.

7.3 Featured Placement (Optional)

Privi may offer optional Featured Placement services, giving a Business greater visibility on the Platform, such as homepage or category placement.

Featured Placement is entirely optional. Participation in Privi and publication of offers does not require it.

Where a Business chooses to purchase Featured Placement, this is a separate paid service, agreed and invoiced directly with Privi, distinct from the arrangements described in 7.1.

Pricing, duration and availability for Featured Placement are set by Privi separately from this Agreement and may change from time to time.

Featured Placement does not affect the guarantees described in 6.3 — it does not guarantee a minimum number of Member visits, increased sales or any other commercial outcome.

8. Intellectual Property

Businesses retain ownership of their own:

• business names;
• logos;
• trademarks;
• promotional material;
• photographs;
• marketing content.

By providing content to Privi, the Business grants Privi a non-exclusive, royalty-free licence to display that content for the purpose of operating, promoting and administering the Platform.

The Business confirms that it has the necessary rights to provide any content submitted to Privi.

9. Complaints

Where Privi receives complaints relating to a Business, it may:

• request further information;
• investigate the matter;
• ask the Business to respond;
• require corrective action;
• temporarily suspend an offer;
• remove an offer;
• terminate participation where appropriate.

Businesses agree to cooperate reasonably with complaint investigations.

10. Suspension and Termination

Privi may suspend or terminate a Business's participation where it reasonably believes that:

• this Agreement has been breached;
• offers are repeatedly not honoured;
• misleading information has been published;
• unlawful activity is suspected;
• Members are placed at unreasonable risk;
• continued participation would damage the integrity or reputation of the Platform.

Where reasonably practicable, Privi will provide notice before termination.

Immediate termination may occur where necessary to protect Members, comply with legal obligations or prevent fraud.

Businesses may withdraw from Privi at any time by providing reasonable notice and ensuring that any outstanding published offers are appropriately managed.

11. Limitation of Liability

Privi provides the Platform on which Businesses may publish offers.

Privi is not responsible for:

• business performance;
• lost revenue;
• lost profits;
• customer behaviour;
• commercial decisions made by the Business;
• the financial impact of any offer created by the Business.

Nothing in this Agreement excludes liability where such exclusion would be unlawful.

12. Confidentiality

Where either party receives confidential business information from the other, that information must not be disclosed except:

• with permission;
• where required by law;
• where reasonably necessary to perform this Agreement.

This obligation continues after participation on the Platform has ended.

13. Changes to this Agreement

Privi may amend this Agreement from time to time to reflect:

• changes in legislation;
• operational improvements;
• new Platform features;
• changes in business practices.

Where changes materially affect participating Businesses, reasonable notice will be provided.

Continued participation following the effective date of revised terms constitutes acceptance of the updated Agreement.

14. Governing Law

This Agreement shall be governed by the laws of England and Wales.

Any disputes arising under this Agreement shall be subject to the jurisdiction of the courts of England and Wales, subject to any mandatory legal rights that cannot lawfully be excluded.

15. Contact Details

Businesses may contact Privi at partners@privi.info regarding any matter arising under this Agreement.