Last updated 01 July 2022

PUBLISHER

and

SUBMISSION TECHNOLOGY LIMITED

MASTER PUBLISHER AGREEMENT

TABLE OF CONTENTS

1……… Interpretation

2……… Commencement and duration

3……… Campaign Statements

4……… Company’s obligations

5……… Publisher’s obligations

6……… Indemnity from Publisher

7……… Charges and payment

8……… Intellectual Proprietary Rights

9……… Data protection

10……. Non-solicitation

11……. Confidentiality

12……. Suspension of Services

13……. Termination

14……. Obligations on termination and survival

15……. Entire agreement

16……. Publicity

17……. Conflict

18……. Notices

19……. Force majeure

20……. Variation

21……. Assignment and other dealings

22……. No partnership or agency

23……. Severance

24……. Waiver

25……. Counterparts

26……. Third party rights

27……. Rights and remedies

28……. Governing law

29……. Jurisdiction

THIS AGREEMENT is made on the date it was accepted by the Publisher.

Parties

(1)                 PUBLISHER

(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 (Company)

BACKGROUND

  1. The Company is in the business of providing digital marketing services through its own websites and by operating an affiliate network programme, using third party publishers to place links on their websites to the websites of advertisers.
  2. The Publisher wishes to enrol in the Company’s affiliate network programme for the distribution of advertising on behalf of advertisers from time to time on the terms set out in this Agreement so that a user of the Publisher Websites clicking directly through adverts appearing on those websites will be directed to the advertiser’s website.

AGREED TERMS

1. Interpretation

  • Advertising: the content of the advertising of the Advertiser’s products and/or services to be displayed on the Publisher Websites in the provision of the Services as specified in a Campaign Statement or otherwise agreed in writing between the parties from time to time;
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  • Advertiser: the company whose products and/or services are to be promoted by the Publisher in the provision of the Services as specified in the Campaign Statement;
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  • Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
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  • Campaign Statement: the description of the specific Services to be provided by the Publisher, the time for their performance, the charges payable and other related matters, agreed in writing in accordance with clause 3;
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  • Commencement Date: the date of this Agreement;
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  • 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;
  •  
  • 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;
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  • 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 Company and/or the Advertiser generated by the Publisher 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 Campaign Statement;
  •  
  • Publisher Websites: the Publisher’s website and such other websites and channels on which the Advertising is to appear and through which the Services are provided, as specified in the Campaign Statement or otherwise agreed between the parties in writing from time to time;
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  • Services: the services which are provided by the Publisher under a Campaign Statement, including services which are incidental or ancillary to such services;
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  • 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.

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, unless terminated earlier in accordance with clause 13, until either party gives to the other party written notice to terminate. Such notice shall expire on the completion of all Campaign Statements entered into before the date on which it is served.

2.2 If there are no uncompleted Campaign Statements as at the date the notice to terminate is served under clause 2.1 such notice shall terminate the Agreement with immediate effect.

2.3 The parties shall not enter into any further Campaign Statements after the date on which notice to terminate is served under clause 2.1.

3. Campaign Statements

3.1 The Company may procure the Publisher’s services by agreeing a Campaign Statement with the Publisher pursuant to this clause 3 and the Publisher shall provide the Services from the date specified in the relevant Campaign Statement.

3.2 Each Campaign Statement shall be agreed in the following manner:

3.2.1 the Publisher shall approach the Company or respond to the Company’s request indicating its willingness to provide its services and shall provide the Company with as much information as the Company reasonably requests in order to prepare a draft Campaign Statement for the services requested to be provided;

3.2.2 following receipt of the information requested from the Publisher, the Company shall, as soon as reasonably practicable either:

(a) provide the Publisher with a draft Campaign Statement (which may be an email); or

(b) inform the Publisher that it does not require the Publisher to provide the offered services;

3.2.3 if the Company provides the Publisher with a draft Campaign Statement pursuant to clause 3.2.2(a), the Company and the Publisher shall discuss and agree that draft Campaign Statement; and

3.2.4 both parties shall sign the draft Campaign Statement when it is agreed or confirm their agreement to the Campaign Statement in writing by email.

3.3 If the Publisher wishes to make a change to the Services being provided under a Campaign Statement after that Campaign Statement has been signed, it shall notify the Company in writing and the Company shall consider whether such changes are possible and any impact they will have on the Charges.

3.4 No variation of the Campaign Statement shall be effective unless it is in writing and approved by the parties (or their authorised representatives).

3.5 Each Campaign Statement shall be part of this Agreement and shall not form a separate contract to it.

4. Company’s obligations

4.1 The Company shall:

4.1.1 co-operate with the Publisher in all matters relating to the Services;

4.1.2 appoint a duly authorised contact in respect of the Services to be performed under each Campaign Statement, such person as identified in the Campaign Statement. That person shall have authority to contractually bind the Company on all matters relating to the relevant Services to be provided under that Campaign Statement;

4.1.3 obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Publisher to provide the Services and use the Advertising; and

4.1.4 comply with any additional responsibilities of the Company as set out in the relevant Campaign Statement.

4.2 The Publisher acknowledges that:

4.2.1 access to the Advertiser’s Website will not be uninterrupted or error free; and

4.2.2 downtime will inevitably occur from time to time due to planned maintenance and unplanned events.

4.3 This Agreement is non-exclusive and does not prevent or restrict the Company from entering into similar or different agreements with other publishers and third parties. The Company makes no representation that the terms of this Agreement are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party.

5. Publisher’s Obligations

5.1 The Publisher shall use all reasonable commercial efforts to generate Payable Actions and provide the Services in accordance with this Agreement and the relevant Campaign Statement.

5.2 The Publisher:

5.2.1 shall place the Advertising on those Publisher Websites and distribute through those email distribution lists and other marketing channels as are approved by the Company before publication on the relevant website or via the relevant email distribution list or marketing channel; and

5.2.2 undertakes to publish the Advertising as agreed in the Campaign Statement or in such other form as is approved by the Company before publication.

Breach by the Publisher of its obligations under this clause 5.2 shall constitute a material breach and, without affecting any other right or remedy available to it, the Company may terminate this Agreement with immediate effect by giving written notice to the Publisher and the Publisher shall not be entitled to any Charges or other fees, whether earned or not, that have not been paid prior to the date of the Company’s notice.

5.3 The Publisher shall:

5.3.1 provide the Services using reasonably care and skill and 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;

5.3.2 co-operate with the Company in all matters relating to the Services;

5.3.3 appoint a manager in respect of the Services to be performed under each Campaign Statement, such person as identified in the Campaign Statement. That person shall have authority to contractually bind the Publisher on all matters relating to the relevant Services to be provided under that Campaign Statement;

5.3.4 on request provide progress reports and such information as the Company reasonably requires in connection with the Services and provide to the Company, its employees, agents, subcontractors and consultants, in a timely manner and at no charge, access to the Publisher’s data and other facilities as reasonably required by the Company;

5.3.5 provide the Company with all access to such information as may be required by the Company for the proper performance of the Company’s obligations under this Agreement and the Company’s agreement with the Advertiser (or advertising agency working on behalf of the Advertiser);

5.3.6 use best endeavours to ensure the Publisher Websites are accessible at all times and that all hyperlinks in the Advertising are functioning properly during the provision of the Services and provide the Company with at least 7 days’ notice of any scheduled downtime of the Publisher Websites;

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

5.3.8 store copies of the Payable Actions generated in connection with the Advertising during the term of this Agreement and shall provide copies of these to the Company from time to time in a manner as reasonably requested by the Company;

5.3.9 comply with all applicable laws and regulations, including laws relating to data protection, with respect to its activities under this Agreement and obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to provide the Services;

5.3.10 comply with those of the Company’s and Advertiser’s policies as are notified to it from time to time including, but not limited to, the Company’s privacy policy and policy regarding the use of trademarks and other branding. The Publisher shall submit to the Company for prior approval any proposed use of any Advertiser or Company trade mark, domain name, logo, and other elements of branding that the Publisher may wish to make; and

5.3.11 comply with any additional responsibilities of the Publisher as set out in the relevant Campaign Statement.

5.4 The Publisher acknowledges and agrees that it has no authority to legally bind the Company or the Advertiser and that it has not been appointed and is not the agent of the Company or the Advertiser for any purpose. The Publisher agrees that it shall not make to anyone any representation or commitment about the Company or the Advertiser, or any of the products or services available to be bought from the Advertiser.

5.5 If the Publisher is a data broker or network or otherwise acting on behalf of a publisher, the Publisher warrants that:

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

5.5.2 its performance of its obligations under this Agreement 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; and

5.5.3 it shall procure compliance by each publisher the Publisher engages in connection with the Services with the terms of this Agreement and the relevant Campaign Statement. The Publisher acknowledges and agrees that any act or omission of its publishers in relation to the Publisher’s rights and obligations under this Agreement or a Campaign Statement shall be deemed to be an act or omission of the Publisher itself.

5.6 The Publisher shall indemnify the Company in full against any liabilities, costs and expenses arising in connection with the Publisher’s breach of clause 5.5.

6. Indemnity from Publisher

6.1 The Publisher shall indemnify the Company against all losses, claims, demands, costs and expenses (including legal and out-of-pocket expenses) incurred or suffered by the Company including all claims for damages by the Advertiser (or advertising agency working on behalf of the Advertiser) as a result of the Publisher’s provision of the Services or breach of this Agreement.

6.2 The Company shall give to the Publisher notice in writing as soon as possible after it becomes aware of any dispute between the Company and the Advertiser and relating to the Services or the Publisher.

7. Charges and payment

7.1 In consideration of the provision of the Services by the Publisher, the Company shall pay the Charges.

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

7.3 The Charges are payable on a receipts, not accruals, basis so if the Company receives no revenue on any Payable Action from the Advertiser, no Charges are payable to the Publisher. The Company reserves the right to withhold payment of any Charges to the Publisher until it has received payment from the Advertiser.

7.4 The Campaign Statement shall state when the Company is to pay for the Services. Otherwise, the Company shall submit to the Publisher an email giving details of the number of Payable Actions approved by the Advertiser and the Charges due and payable for the previous month.

7.5 The Publisher shall invoice the Company electronically to the email address notified by the Company in writing to the Publisher monthly in arrears after receipt of the email detailing the Payable Actions and Charges sent by the Company pursuant to clause 7.4. Subject to clause 7.3, the Company shall pay each such invoice submitted by the Publisher, in full and cleared funds, to the bank account nominated in writing by the Publisher within ten Business Days of the first day of the month following the month in which the Company’s email detailing the Payable Actions and Charges is sent to the Publisher pursuant to clause 7.4.

7.6 Unless otherwise agreed in writing, the Charges shall be payable to the Publisher in the currency in which the Company is paid by the Advertiser and the Publisher shall invoice in such currency.

7.7 All sums payable under this Agreement are exclusive of VAT and if VAT is chargeable it shall be paid in addition.

7.8 In the event that the total monthly Charges paid or payable by the Company to the Publisher under clause 7.5 for any month is less than £100, $250 or €250, the Company may elect on giving notice to the Publisher to make such payments in a later month at such time as the total aggregate Charges due exceeds the minimum target set out in this clause 7.8. If the Company elects to pay the Charges notwithstanding that the Charges do not meet the minimum target set out in this clause 7.8, the Company will pay such Charges via PayPal.

7.9 The Company may at any time and at its option set off any liability of the Publisher to the Company (including any amounts due under clause 6 above) against any liability of the Company to the Publisher, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. If the liabilities to be set off are expressed in different currencies, the Company may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Company of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

7.10 The Publisher acknowledges and agrees that no payments are due to it under this Agreement otherwise than as expressly set out in this Agreement.

7.11 Charges incurred from overseas wire transfers will be shared equally between the Company and the Publisher.

8. Intellectual Proprietary Rights

8.1 The Publisher acknowledges and agrees that the Company, the Advertiser and/or their licensors own all Intellectual Property Rights in the Advertising and all the Advertiser’s products and services. Except as expressly stated herein, this Agreement does not grant the Publisher any rights to any Intellectual Property Rights or any other rights or licences belonging to the Company, the Advertiser and/or their licensors. All such rights are reserved to the Company, the Advertiser and/or their licensors.

8.2 In relation to the Advertising, subject to the Publisher complying with its obligations under this Agreement, the Company grants a fully paid-up, non-exclusive, royalty-free licence to copy the Advertising for the purpose of providing the Services only.

8.3 The Company may give notice to terminate the licence granted under clause 8.2 and request that the Publisher remove the Advertising from the Publisher Websites if the Advertising infringes (or in the Company’s reasonable opinion is likely to infringe) any Intellectual Property Rights of any third party or otherwise be illegal.

9. Data Protection

9.1 Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace a party’s obligations arising under the Data Protection Legislation.

9.2 The Publisher shall assist the Company with meeting the Company’s compliance obligations under the Data Protection Legislation, including in promptly completing the Company’s due diligence questionnaire and other data protection checks.

9.3 The Publisher shall maintain complete and accurate records to demonstrate its compliance with this clause 9 and allow for audits by the Company or the Company’s designated auditor.

10. Non-solicitation

10.1 Subject to clause 10.2, the Publisher undertakes to the Company that it shall not, without the prior written consent of the Company, in any capacity, whether directly or indirectly, and whether on its own behalf, or on behalf of, or jointly with, any other person, canvass, solicit or otherwise seek or accept the custom of any Advertiser (or advertising agency working on behalf of an Advertiser) or prospective Advertiser or advertising agency at any time from the date of this Agreement to the expiry of six months after termination or expiry of this Agreement.

10.2 The Publisher may work for an Advertiser (or advertising agency working on behalf of an Advertiser) where the Publisher has an existing contractual relationship with that Advertiser independent of, and prior to, the commencement of the Advertiser’s (or advertising agency working on behalf of an Advertiser) contractual relationship with the Company.

11. Confidentiality

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 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 Company from exercising its rights under clause 16 and disclosing that the Publisher is part of the Company’s affiliate network programme.

11.4 This clause 11 shall survive termination of this Agreement.

12. Suspension of Services

12.1 The Company may suspend the Publisher’s provision of the Services under a Campaign Statement by giving five Business Days’ written notice to the Publisher.

12.2 On suspension of the Services, in respect of the Services supplied but for which no invoice has been submitted, the Publisher shall submit a report to the Company and the processes set out in clause 7.4 to clause 7.10 are to be followed in respect of the approval, invoicing and payment of all relevant Charges.

12.3 The Publisher’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, the relevant Campaign Statement shall terminate automatically without notice.

13. Termination

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

13.1.1 the Publisher’s performance falls below the standards expected by the Company or a proportion of the Payable Actions generated by the Publisher are rejected by the Advertiser (or its advertising agency);

13.1.2 the Publisher fails to respond within 30 days to the Company’s attempts to contact the Publisher to discuss performance issues or a lack of Payable Actions; or

13.1.3 the Company’s agreement with the Advertiser (or the agency acting on behalf of the Advertiser) is terminated or expires. The Advertiser will endeavour to give the Publisher as much notice of the same as reasonably practicable, but any such termination will be without liability to the Publisher.

13.2 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:

13.2.1 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;

13.2 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;

13.2.3 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;

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

13.2.5 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.

14. Obligations on termination and survival 

14.1 On termination or expiry of this Agreement:

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

14.1.2 each party shall return (or, at the other party’s option, destroy) all materials belonging to the other party and its licensors 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

Unless the Publisher has given notice in writing to the Company requesting otherwise, the Company shall have the right to disclose that the Publisher is part of the Company’s affiliate network programme on the Company’s website, social media platforms and other platforms and in any other marketing materials. The Company shall be permitted to use the Publisher’s name and logo for the purposes of this clause 16.

17. Conflict

If there is an inconsistency between any of the provisions of this Agreement and the provisions of a Campaign Statement, the provisions of the Campaign Statement 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 Company: secretary@submissiontechnology.co.uk

18.1.2 Publisher: Publisher main contact

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 and other dealings

21.1 The Publisher shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement without the prior written consent of the Company.

21.2 The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement, provided that it gives prior written notice of such dealing to the Publisher.

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. Rights and remedies

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

28. Governing law

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

29. 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.The Beater House, Turkey Mill, Ashford Road, Maidstone, ME14 5PP

Clickwork7 (a Submission Technology Ltd brand), The Beater House, Turkey Mill Maidstone Kent ME14 5PP