ADVERTISER TERMS & CONDITIONS

(2) SUBMISSION TECHNOLOGY LIMITED trading as “Clickwork7” incorporated and registered in England and Wales with company number 04456811 whose registered office is at The Beater House, Turkey Mill, Ashford Road, Maidstone, ME14 5PP (Supplier)

BACKGROUND

(A) The Supplier is in the business of providing digital marketing services through its own websites and using third party publishers to place links to advertiser websites on their websites and through other agreed channels.

(B) The Client wishes to obtain and the Supplier wishes to provide the Services on the terms set out in this Agreement.

AGREED TERMS:

1. Definitions and interpretation

1.1 The following definitions and rules of interpretation apply in this Agreement:

Advertising:	the content of the advertising of the Advertiser’s products and/or services to be displayed on the Websites or otherwise arising in connection with this Agreement, details of which are set out in the Insertion Order;
Advertiser:	the company whose products and/or services are to be promoted by the Supplier in the provision of the Services, being the Client or the Client’s client where the Client is an advertising agency;
Affiliate:	in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time;
Agreed Purposes:	the provision by the Supplier of the Services so as to enable the Advertiser to access and engage with potential customers interested in its products and/or services;
Business Day:	a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Charges:	the sums payable for the Services as set out in the Insertion Order or otherwise agreed between the parties;
Client Materials	all documents, information, items and other materials in any form, whether owned by the Client, the Advertiser or a third party, which are provided by the Client to the Supplier in

	connection with the Services, including the items provided pursuant to clause 5.1.6;
Commencement Date:	the date of this Agreement;
Confidential Information:	all information (whether in oral, written or electronic form) relating to a party’s business which may reasonably be considered to be confidential in nature including information relating to that party’s finances, technology, know-how, intellectual property, assets, strategy, products and customers;
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures:	has the meanings set out in the Data Protection Legislation;
Data Discloser:	a party that discloses Shared Personal Data to the other party;
Data Protection Legislation:	all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data;
Good Industry Practice:	means the exercise of that degree of care, diligence and skill which would reasonably and ordinarily be expected from a skilled, professional and experienced person engaged in the same type of undertaking under the same or similar circumstances;
Insertion Order:	the description of the Services to be provided by the Supplier, the time for their performance, the charges payable and other related matters;
Intellectual Property Rights:	copyright and related rights, moral rights, trade marks, rights in designs, rights in computer software, rights to use, and protect the confidentiality of, confidential information (including know- how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Payable Action:	any user or other third party generated information emailed or otherwise externally submitted to the Client and/or the Advertiser generated by the Supplier or its Publishers in the performance of the Services including, but not limited to, leads, clicks, click-throughs, sales, registrations, impressions, app installs and software downloads, and such other payable actions as are defined or specified in the Insertion Order;
Permitted Recipients:	the parties to this agreement, the employees of each party, the Advertiser and any third parties engaged to perform obligations in connection with this Agreement;
Publisher:	any third party publisher, website, affiliate, platform, list supplier or other entity who is engaged by the Supplier in its performance of the Services;
Services:	the digital advertising and promotion services provided by the Supplier to the Client as set out in the Insertion Order, and as subsequently varied or agreed between the parties in writing from time to time (including any part of them);
Shared Personal Data:	the personal data comprised in the Payable Actions and such other personal data to be shared between the parties under this Agreement;
UK GDPR:	has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;
VAT:	value added tax or any equivalent tax chargeable in the UK or elsewhere;
Websites:	the Supplier’s website and other media channels, the websites of Publishers and such other websites and channels on which the Advertising is to appear and through which the Services are provided.

1.2 Clause headings shall not affect the interpretation of this Agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 A reference to a party includes that party’s successors and permitted assigns.

1.6 Words in the singular include the plural and vice versa and a reference to one gender shall include a reference to another gender.

1.7 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.8 A reference to writing or written includes email but not fax.

1.9 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision.

2. Commencement and duration

2.1 This Agreement commences and takes effect from the Commencement Date and shall continue:

2.1.1 for the period specified in the Insertion Order or until the number of Payable Actions specified in the Insertion Order is reached; or

2.1.2 until either party gives to the other party five Business Days’ written notice to terminate,

unless terminated earlier in accordance with clause 13 (Termination).

3. Services

3.1 The Supplier shall provide Services relating to the Advertising on the Websites as set out below:

3.1.1 if the Client is providing the content of the Advertising, at least five Business Days before the proposed posting of such Advertising, the Client shall provide a copy of the Advertising to the Supplier. The Supplier shall adapt and configure the Advertising as appropriate so that it can be uploaded on the Websites and via the other agreed channels and submit a copy of this to the Client for its approval. The Supplier shall not issue, publish, distribute or otherwise pass to any Publisher or allow, suffer or permit to be issued, published, distributed or so passed any Advertising or promotional material without the Client having provided its prior written approval of such Advertising or promotional material, such approval not to be unreasonably withheld or delayed;

3.1.2 if the Supplier is providing the content of the Advertising, before making the Advertising generally accessible to users of the Websites or other agreed channels, the Supplier shall submit a copy of the Advertising to the Client for its approval. Once the Advertising has been duly approved by the Client, the Supplier shall upload the Advertising to and maintain it on the Websites, subject to payment by the Client of applicable Charges in accordance with this Agreement;

3.1.3 all Advertising shall be required to comply with and shall be subject to the website technical requirements or specifications as notified by the Supplier to the Client from time to time;

3.1.4 the Supplier has right to refuse Advertising that it reasonably determines is illegal, offensive or inappropriate;

3.1.5 the Supplier shall ensure that neither it nor its employees or representatives engage in conduct which is prejudicial or detrimental to the Advertising, or the Advertiser’s logos, trademarks or other Intellectual Property Rights and the Supplier shall not make any representations or warranties on the Advertiser’s behalf other than displaying the Advertising on the Websites and other agreed channels in the agreed form; and

3.1.6 the Client’s right to display the Advertising on the Websites is non-exclusive and the Supplier shall be entitled to display similar third party promotional material on the Websites.

3.2 The Supplier shall use commercially reasonable endeavours to make those of the Websites it owns and controls available 24 hours a day, seven days a week, except for:

3.2.1 planned maintenance and unscheduled maintenance; and

3.2.2 downtime caused by circumstances beyond the Supplier’s reasonable control.

4. Supplier’s obligations

4.1 The Supplier shall use reasonable endeavours to generate Payable Actions and provide the Services in accordance with the terms of this Agreement.

4.2 The Supplier shall:

4.2.1 provide the Services using reasonable care and skill and in accordance with all applicable law;

4.2.2 use reasonable endeavours to meet any performance dates specified in the Insertion Order but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of this Agreement;

4.2.3 appoint a duly authorised contact for the Services, such person as identified in the Insertion Order. That person shall have authority to contractually bind the Supplier on all matters relating to the Services;

4.2.4 ensure that its employees, agents, subcontractors and consultants involved in the provision of the Services possess the necessary qualifications, ability and expertise to perform the Services in accordance with Good Industry Practice; and

4.2.5 make all commercially reasonable efforts to provide the Client with prior email notification of all scheduled and emergency interruptions to the availability of the Advertising on those of the Websites it owns and controls and shall use reasonable endeavours to keep such interruptions to a minimum.

5. Client’s obligations

5.1 The Client shall:

5.1.1 co-operate with the Supplier in all matters relating to the Services;

5.1.2 appoint a manager for the Services, such person as identified in the Insertion Order. That person shall have authority to contractually bind the Client on all matters relating to the Services;

5.1.3 provide to the Supplier, its employees, agents, Publishers, subcontractors and consultants, in a timely manner and at no charge, access to the Client’s data and other facilities as reasonably required by the Supplier;

5.1.4 use best endeavours to ensure the Advertiser’s website is accessible at all times during the provision of the Services to ensure that a Payable Action or other third party user’s action related to the Advertisement can be processed on a timely basis. The Client shall provide the Supplier with at least 7 days’ notice of any scheduled downtime of the Advertiser’s website;

5.1.5 obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Services and use the Client Materials;

5.1.6 provide to the Supplier, in a timely manner all documents, information, items and materials in any form (whether owned by the Client, the Advertiser or a third party) reasonably required by the Supplier in connection with the Services and ensure that they are accurate and complete. The Client shall be solely responsible for the accuracy of all information it provides to the Supplier; and

5.1.7 comply with any additional responsibilities of the Client as set out in the relevant Insertion Order.

5.2 If the Client is an advertising agency or otherwise acting on behalf of the Advertiser, the Client warrants that:

5.2.1 it has the full power and authority to enter into and perform its obligations under this Agreement; and

5.2.2 its performance of its obligations under this Agreement including, but not limited to, providing the Client Materials to the Supplier will not infringe the Intellectual Property Rights of any third party or cause it to be in breach of its obligations to a third party.

5.3 The Client shall indemnify the Supplier in full against any liabilities, costs and expenses arising in connection with the Client’s breach of clause 5.2.

5.4 If the Supplier’s performance of any of its obligations under this Agreement is prevented or delayed by any act or omission of the Client or failure by the Client to perform any relevant obligation (Client Default):

5.4.1 without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier’s performance of any of its obligations;

5.4.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 5.4; and

5.4.3 the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.

6. Intellectual property rights

6.1 In relation to the Client Materials, the Client:

6.1.1 or its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials;

6.1.2 grants to the Supplier and its Affiliates and Publishers, or shall procure the direct grant to the Supplier and its Affiliates and Publishers of, a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the purpose of providing the Services to the Client;

6.1.3 warrants that the receipt and use of the Client Materials in the performance of this Agreement by the Supplier, its Publishers, agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party; and

6.1.4 shall indemnify the Supplier in full against all direct liabilities, costs, expenses, damages and losses suffered or incurred or paid by the Supplier arising out of or in connection with any claim brought against the Supplier, its Publishers, agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of this Agreement of the Client Materials.

6.2 In relation to the Advertising:

6.2.1 subject to the Supplier’s receipt of all Charges and other sums payable by the Client under or in connection with this Agreement in full and cleared funds, the Supplier assigns to the Client such Intellectual Property Rights in the Advertising as it is lawfully able to assign. The Client acknowledges that some Intellectual Property Rights in the Advertising may be owned by third parties and not capable of assignment by the Supplier such as generic photographs; and

6.2.2 the Client grants the Supplier a fully paid-up, non-exclusive, royalty-free, non- transferable, perpetual and irrevocable licence to copy and modify the Advertising for the purpose of providing the Services and in its business.

6.3 The Supplier:

6.3.1 warrants that the receipt and use of the Services and the Advertising by the Client shall not infringe the rights, including any Intellectual Property Rights, of any third party;

6.3.2 shall, subject to clause 9, indemnify the Client against all direct liabilities, costs, expenses, damages and losses suffered or incurred or paid by the Client arising out of or in connection with any claim brought against the Client for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt and use of the Services and Advertising;

6.3.3 shall not be in breach of the warranty at clause 6.3.1, and the Client shall have no claim under the indemnity at clause 6.3.2 to the extent the infringement arises from:

(a) the use of Client Materials in the development of, or the inclusion of the Client Materials in, the Services or any Advertising;

(b) any modification of the Services or any Advertising, other than by or on behalf of the Supplier; and

6.4 The Supplier shall be entitled to remove Advertising from the Websites if any Advertising infringes (or in the Supplier’s reasonable opinion is likely to infringe) any Intellectual Property Rights of any third party or otherwise be illegal.

6.5 If either party (Indemnifying Party) is required to indemnify the other party (Indemnified Party) under this clause 6, the Indemnified Party shall:

6.5.1 notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 6.1.4 or clause 6.3.2 (as applicable) (IPRs Claim);

6.5.2 allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim;

6.5.3 provide the Indemnifying Party with such reasonable assistance regarding the IPRs Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party’s costs so incurred; and

6.5.4 not, without prior consultation with the Indemnifying Party, make any admission relating to the IPRs Claim or attempt to settle it.

6.6 This clause 6 shall survive termination or expiry of this Agreement.

7. Charges and payment

7.1 In consideration of the provision of the Services by the Supplier, the Client shall pay the Charges.

7.2 The Charges shall be as set out in the Insertion Order or such other fees as are agreed in writing between the parties from time to time.

7.3 Within five Business Days of the end of each calendar month during the term of this Agreement, the Supplier shall submit to the Client a report giving details of the number of Payable Actions and the Charges due and payable for the month to which the report relates.

7.4 The Client shall, within ten Business Days of the date of the report produced by the Supplier pursuant to clause 7.3, notify whether it agrees with the Supplier’s report or provide written proposals for any changes it requires to the report. If no notice is served within the ten Business Day period specified in this clause, the Client is deemed to have accepted the report produced by the Supplier and the Charges payable on expiry of that period.

7.5 The Supplier shall within five Business Days from the date of the Client’s notification under clause 7.4, consider any written proposals made by the Client and provide the Client with a final statement of the Charges due and payable which shall be within the Supplier’s sole discretion and final and binding on the Client.

7.6 The Supplier shall invoice the Client electronically to the email address notified by the Client in writing to the Supplier monthly in arrears after the report produced by the Supplier pursuant to clause 7.3 has been agreed or determined (as relevant). The Client shall pay each such invoice submitted by the Supplier within the period for payment detailed on the invoice or, where no period of for payment is detailed on the invoice nor otherwise been agreed between the parties in writing, within 30 days of the date on which the report produced by the Supplier pursuant to clause 7.3 has been agreed or determined (as relevant), in full and cleared funds, to the bank account nominated in writing by the Supplier.

7.7 Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Supplier any sum due under this Agreement on the due date:

7.7.1 the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment, as well as debt recovery costs incurred by the Supplier. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%;

7.7.2 the Client may withhold the Advertising and suspend all or part of the Services until payment has been made in full.

7.8 All sums payable to the Supplier under this Agreement:

7.8.1 are exclusive of VAT, and the Client shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

7.8.2 shall unless otherwise agreed in writing between the parties be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. Data protection

8.1 This clause 8 sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

8.2 Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace a party’s obligations under the Data Protection Legislation.

8.3 Each party shall:

8.3.1 ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;

8.3.2 give full information to any data subject whose personal data may be processed under this Agreement of the nature of such processing. This includes giving

notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees. In particular, the Client shall post conspicuously a link to the Advertiser’s privacy policy on each page of the Advertiser’s website which shall (i) include details of its privacy practices, including the use of third parties for its advertising activities, (ii) identify the collection and use of personal data obtained in the course of the Services and

(iii) provide the data subject with instructions as to opting out from such collection;

8.3.3 process the Shared Personal Data only for the Agreed Purposes;

8.3.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

8.3.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;

8.3.6 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;

8.3.7 not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or

(ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

8.4 Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

8.4.1 consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

8.4.2 promptly inform the other party about the receipt of any data subject rights request;

8.4.3 provide the other party with reasonable assistance in complying with any data subject rights request;

8.4.4 not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;

8.4.5 assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;

8.4.6 notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

8.4.7 maintain complete and accurate records and information to demonstrate its compliance with this clause 8; and

8.4.8 provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.

9. Limitation of liability

9.1 References to liability in this clause 9 include every kind of liability arising under or in connection with this Agreement including liability in contract, tort (including negligence), misrepresentation, breach of statutory duty, restitution or otherwise.

9.2 Nothing in this Agreement limits or excludes any liability which cannot legally be limited or excluded by law, including liability for:

9.2.1 death or personal injury caused by negligence;

9.2.2 fraud or fraudulent misrepresentation; and

9.2.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.3 Subject to clause 9.2 and the other provisions of this clause 9, the Supplier’s total aggregate liability to the Client in respect of claims arising out of or in connection with this Agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall not exceed the total of the Charges paid by the Client to the Supplier under this Agreement during the six months immediately preceding the date on which the claim arose.

9.4 Subject to clause 9.2 and the other provisions of this clause 9, the Supplier shall not be liable to the Client for any loss or damage arising out of or in connection with loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill and indirect or consequential loss.

9.5 The Supplier shall use reasonable endeavours to meet any delivery deadlines or performance dates agreed in relation to the Services but any such dates shall be estimates only and, except for payment of the Charges, time shall not be of the essence in this Agreement.

9.6 The Supplier does not warrant that the Client’s use of the Services or the Websites will be uninterrupted or error-free, or compatible with any third party software or equipment, or that the Websites, Services, and/or the information obtained by the Client through its use of the Websites and the Services will meet the Client’s or the Advertiser’s requirements.

9.7 Save as expressly provided in this Agreement, all terms, conditions, representations and warranties implied by law are, to the fullest extent permitted by law, excluded from this Agreement.

9.8 This clause 9 shall survive termination or expiry of this Agreement.

10. Non-solicitation

10.1 Subject to clause 10.2, the Client shall not, without the prior written consent of the Supplier, at any time from the date of this Agreement to the expiry of six months after termination or expiry of this Agreement, solicit or entice away from the Supplier or employ, engage or attempt to employ or engage any Publisher who is, or has been, engaged by the Supplier in the provision of the Services.

10.2 The Client may engage a Publisher engaged by the Supplier in the provision of the Services where the Client has an existing contractual relationship with that Publisher

independent of, and prior to, the commencement of the Client’s contractual relationship with the Supplier.

11. Confidential Information

11.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of two years after termination or expiry of this Agreement, disclose to any person the other party’s Confidential Information (or permit others to do so), except as permitted by clause 11.2.

11.2 Each party may disclose the other party’s Confidential Information:

11.2.1 to its employees, officers, representatives, agents, subcontractors (including Publishers in the case of the Supplier) or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, agents, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause 11; and

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

11.3 Neither party shall use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement and nothing in this clause 11 shall prevent the Supplier from exercising its rights under clause 16 and disclosing that the Client is a client of the Supplier.

11.4 This clause 11 shall survive termination of this Agreement.

12. Suspension of Services

12.1 Either party may suspend the Supplier’s provision of the Services by giving five Business Days’ written notice to the other party.

12.2 On suspension of the Services, the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable by the Client immediately on receipt.

12.3 The Supplier’s provision of the Services on the terms of this Agreement shall recommence on such date as the parties agree in writing. Where provision of the Services remains suspended on the date six months after the Services were first suspended and the parties have not agreed a date on which the Services are to recommence, unless otherwise agreed between the parties, this Agreement shall terminate automatically without notice.

13. Termination

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

13.1.1 the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of ten Business Days after being notified in writing to do so;

13.1.2 the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

13.1.3 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up

(whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business, or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

13.1.4 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

13.1.5 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.

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

14. Obligations on termination and survival

14.1 On termination or expiry of this Agreement:

14.1.1 the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable by the Client immediately on receipt;

14.1.2 all licences and benefits granted under this Agreement shall immediately terminate; and

14.1.3 each party shall return (or, at the other party’s option, destroy) all materials belonging to the other party in its possession or under its control.

14.2 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.

14.3 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

15. Entire agreement

15.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

15.3 Nothing in this Agreement purports to limit or exclude any liability for fraud.

16. Publicity

16.1 Unless the Client has given notice in writing to the Supplier requesting otherwise, the Supplier shall have the right to:

16.1.1 disclose that the Client is a client of the Supplier in relation to the Advertiser on the Supplier’s website, social media platforms and other platforms and in any other marketing materials; and

16.1.2 use the Advertising on the Supplier’s website, social media platforms and other platforms and in any other marketing materials.

17. Conflict

If there is any inconsistency between any of the provisions in the main body of this Agreement and the Insertion Order, the provisions in the Insertion Order shall prevail.

18. Notices

18.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be sent by email. The email addresses for notices are as follows:

18.1.1 Supplier: secretary@submissiontechnology.co.uk

18.1.2 Client: provided to Submission Technology Account Manager

18.2 A party may change its details for service of notices as specified in clause 18.1 by giving notice to the other party. Any change notified pursuant to this clause 18 shall take effect at 9.00 am on the later of the date (if any) specified in the notice as the effective date for the change or five Business Days after deemed receipt of the notice.

18.3 Any notice or communication shall be deemed to have been received at the time of transmission, or, if this time falls outside the hours of 9.00am to 5.00pm Monday to Friday in the place of receipt, at 9.00am on the next Business Day.

18.4 This clause does not apply to the service of any proceedings or any documents in any legal action.

19. Force majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three months, the party not affected may terminate this Agreement immediately by giving written notice to the affected party.

20. Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

21. Assignment

21.1 Subject to the further provisions of this clause 21, neither party shall assign, transfer, charge, subcontract or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other party.

21.2 The Supplier may perform any of its obligations and exercise any of its rights granted under this Agreement through any Affiliate, provided that it gives the Client prior written notice of such subcontracting including the identity of the relevant Affiliate. The Supplier acknowledges and agrees that any act or omission of its Affiliate in relation to the Supplier’s rights and obligations under this Agreement shall be deemed to be an act or omission of the Supplier.

22. No partnership or agency

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

23. Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted, and the validity and enforceability of the rest of this Agreement shall not be affected.

24. Waiver

24.1 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

24.2 A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

25. Counterparts

25.1 This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

25.2 No counterpart shall be effective until each party has executed and delivered at least one counterpart.

26. 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 this Agreement.

27. Governing law

This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

28. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

This document has been executed and is delivered and takes effect on the date stated at the beginning of it.