Terms and Conditions

Terms & Conditions

Moot Technology Limited (12327780) T/A Lift.

20/03/2024

By using our site you agree to the following terms of service.

1. INTERPRETATION

1.1. The following definitions and rules of interpretation shall apply:

Moot Technology Deliverables: means any deliverables, documents, materials, information or data which is supplied by Moot Technology to the Customer or its User in the provision of the Available Services (excluding Customer Data).

Moot Technology Platform: means the demand side programmatic marketing platform available here (and any relevant subdomains).

Advertising Content: the Customer’s promotional, marketing and advertising material to be uploaded and displayed on the Advertising Inventory pursuant to the Sales Ordre Form and relevant Sales Order Form and Campaign SoW (where relevant).

Advertising Inventory: the supply inventory on which the Advertising Content will be or is placed.

Affiliates: means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

Applicable Law: all applicable laws, statues, statutory instruments, regulations and codes (including all relevant advertising and marketing codes) from time to time in force.

Available Services: means the advertising campaign services offered by Moot Technology from time to time (including provision of the Moot Technology Platform).

Campaign: means each individual advertising campaign to be undertaken by the Customer via the Moot Technology Platform.

Campaign SoW: means, where a Campaign is being run other than on a self-serve basis by the Customer, each Moot Technology campaign statement of work form signed by duly authorised representatives of both parties, which is intended to supplement a Subscription Sales Order Form, and identifies the details of an individual Campaign to be undertaken and the specific Works required in relation to the same.

Change Order: has the meaning ascribed to it in clause 9.

Chief Operating Officer: any person that may be assigned the role of COO within Moot Technology from time to time.

Creative and Content Guidelines: means Moot Technology’s acceptable use and creative policies and the minimum content standards required by Moot Technology in respect of Advertising Content, as set out here and as varied from time to time.

Customer Data: means all Data made available by the Customer or its Users to Moot Technology for use in connection with the Works, or generated by the Customer via use of the Works (including the analytics available on the Platform regarding the Works).

Customer Marks: the trade marks (whether registered or not) used, owned or licensed by the Customer, and the trading business name of the Customer, from time to time.

Data: means text, images, documents, material, photos, audio, video, and all other forms of data or communication. Data includes the Advertising Content.

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to Personal Data 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 (including, without limitation, the privacy of electronic communications).

Force Majeure Event: means any circumstance not within a party's reasonable control including, without limitation, acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on clause 16, or companies in the same group as that party); and interruption or failure of utility or internet services.

Intellectual Property Rights: any copyright, design right, database right, patent, trademark, or other intellectual or proprietary right (whether registered or unregistered), or any rights and forms of protection of a similar nature or having equivalent effect anywhere in the world.

One-Off Sales Order Form: means a Sales Order Form, which is used for one-off or standalone Works by Moot Technology to the Customer for a specific Campaign.

Sales Order Charges: means the charges payable by the Customer for Works, as set out in the relevant Sales Order Form.

Sales Order Form: means each Moot Technology sales order form signed by duly authorised representatives of both parties, identifies the specific Works ordered by the Customer, the relevant Sales Order Charges for such Works and any other applicable terms and conditions. The Sales Order Form is subject to the Terms and Conditions et out here.

Subscription Sales Order Form: means a Sales Order Form, which caters for an ongoing relationship between Moot Technology and the Customer and which shall include a subscription pricing model for the Customer.

Terms & Conditions the details laid out here make up the conditions of service.

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) (the “GDPR”); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Users: means individuals who are authorised by the Customer to use the Moot Technology Platform. Users consist of any employee of the Customer or its Affiliates and any independent contractor of the Customer or its Affiliates.

1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3 Unless stated otherwise, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other gender.

1.4 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.6 Clause, schedule and paragraph headings shall not affect the interpretation of these Terms & Conditions. References to clauses and schedules are to the clauses and schedules of these Terms & Conditions; references to paragraphs are to paragraphs of the relevant schedule to these Terms & Conditions.

1.7 A reference to writing or written includes email.

2. COMMENCEMENT AND TERM

2.1 These terms and conditions shall remain in effect until either party gives written notice to terminate to the other party of not less than 30 days.

2.2 If there are uncompleted Sales Order Forms or Campaign SoWs as at the date written notice to terminate is served under clause 2.1, such notice shall expire on the completion of all Sales Order Forms or Campaign SoWs entered into before the date on which it is served.

2.3 If there are no uncompleted Sales Order Forms or Campaign SoWs as at the date written notice to terminate is served under clause 2.1, such notice shall terminate these Terms & Conditions with immediate effect.

2.4 The parties shall not enter into any further Sales Order Forms or Campaign SoWs after the date on which notice to terminate is served under clause 2.1.

3. SALES ORDER FORMS AND CAMPAIGN SoWs

3.1 The Customer may procure any of the Available Services by agreeing a Sales Order Form (and, where relevant, Campaign SoWs) with Moot Technology pursuant to this clause 3.

3.2 Each Sales Order Form shall be agreed in the following manner:

(a) the Customer shall ask Moot Technology to provide any or all of the Available Services and provide Moot Technology with as much information as Moot Technology reasonably requests in order to prepare a draft Sales Order Form for the Available Services requested

(b) following receipt of the information requested from the Customer Moot Technology shall, as soon as reasonably practicable either:

(I) inform the Customer that it declines to provide the requested Available Services; or

(II) provide the Customer with a draft Sales Order Form;

(c) if Moot Technology provides the Customer with a draft Sales Order Form pursuant to clause 3.2(b) Moot Technology and the Customer shall discuss and agree that Sales Order Form; and

(d) both parties shall sign the draft Sales Order Form when it is agreed.

3.3 If a Customer enters into a Subscription Sales Order Form and wishes to run a Campaign other than on a self-serve basis, the parties must enter into a Campaign SoW (the scope of which shall form part of the Works set out in the Subscription Sales Order Form). Each Campaign SoW shall set out the practical details of each Campaign and shall be agreed in the following manner:

(a) the Customer shall provide Moot Technology with as much information as Moot Technology reasonably requests and the parties shall complete a Campaign SoW; and

(b) both parties shall discuss, agree and sign the draft Campaign SoW when it is agreed, subject always to the requirement that the charges and payment terms applicable to each Campaign SoW shall always be as set out in the relevant Subscription Sales Order Form to which it supplements

3.4 The Customer shall ensure that the terms of any draft Sales Order Form and Campaign SoWs are satisfactory for its purpose before agreeing to their terms and shall ensure that any details, information or specifications provided to Moot Technology pursuant to clause 3.2(a) and 3.3(a) are complete and accurate.

3.5 Subject to clause 12.2, the duration of each Sales Order Form and Campaign SoW and the grounds upon which it may be terminated shall be set out therein. Expiry or termination of a Sales Order Form or a Campaign SoW shall not affect the validity or enforceability of these Terms & Conditions. Expiry or termination of a Campaign SoW shall not affect the validity or enforceability of the Subscription Sales Order Form to which it relates.

3.6 Notwithstanding Moot Technology’s acceptance of a Sales Order Form or a Campaign SoW, Moot Technology shall retain the right to refuse to publish the Advertising Content or to remove the Advertising Content from any Advertising Inventory if it, in its sole discretion, considers that such Advertising Content, or any material to which the Advertising Content links, either breaches (or might reasonably be considered as likely to breach):

(a) clauses 5.3 or 7 of these Terms & Conditions; or

(b) the Creative and Content Guidelines.

3.7 Once a Sales Order Form or Campaign SoW has been agreed and signed in accordance with clauses 3.2 and 3.3, no amendment shall be made to it except in accordance with the terms of that Sales Order Form or Campaign SoW, clause 9 (Change control) or clause 20.1 (Variation).

4. SUPPLY OF SERVICES

4.1 Where the Customer has entered into a One-Off Sales Order Form, Moot Technology shall provide the Customer with the Works as set out on a One-Off Sales Order Form from the date specified in the relevant One-Off Sales Order Form. In the event of a conflict or inconsistency between the Terms and Conditions and those of the One-off Sales Order Form, the terms of the One-Off Sales Order Form shall prevail.

4.2 Where the Customer entered into a Subscription Sales Order Form, Moot Technology shall provide the Customer with the Works as set out on the Subscription Sales Order Form from the date specified in the relevant Subscription Sales Order Form and, where relevant, as also set out in each supplementary Campaign SoW. In the event of a conflict or inconsistency between the terms of the documents, the priority of the documents shall be as follows: (1) Subscription Sales Order Form; (2) Campaign SoW; and (3) these Terms & Conditions.

5. MOOT TECHNOLOGY PLATFORM

5.1 Subject to the terms and conditions set out here , and in consideration of the payment of the relevant Sales Order Charges, Moot Technology grants to the Customer, solely during the term of the applicable Sales Order Form, a non- exclusive, non-transferable (except as set out in clause 17) licence to access and use the Moot Technology Platform solely in the course of the Customer’s ordinary business purposes. This licence is restricted to use by the Customer and its Users and does not include the right to give access to the Moot Technology Platform to a third party.

5.2 The Customer is responsible for procuring and maintaining the network connections that connect the Customer to the Moot Technology Platform.

5.3 The Customer agrees:

(3.a) that only the Users are permitted to use the Moot Technology Platform;

(3.b) that its Users must comply with the terms set out here and it is liable for its Users’ actions and/or failure to comply with the same; and

(3.c) to otherwise take all reasonable steps to protect the Moot Technology Platform and the Moot Technology Deliverables from unauthorised use and/or access,

and that Moot Technology may, without incurring any liability whatsoever, block or suspend the Customer’s access to the Moot Technology Platform in the event of an actual or suspected breach of this clause 5.3, for as long as Moot Technology deems necessary in order to protect its legitimate business interests and those of its other customers.

6. INTELLECTUAL PROPERTY

6.1 The Customer retains ownership of all right, title and interest in and to all Customer Data.

6.2 Moot Technology retains ownership of all right, title and interest in and to the Moot Technology Platform, the Available Services and the Moot Technology Deliverables.

6.3 The Customer hereby grants Moot Technology a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable license (with the right to sub-license) to use, record, publish, distribute, prepare derivative works of, display and perform the Advertising Content, Customer Data and Customer Marks for the sole purpose of using the same to provide the Works including without limitation the exhibition, broadcast, promotion and redistribution of all or part of the Advertising Content (and derivative works thereof) for the purposes of fulfilling Moot Technology’s obligations under these Terms & Conditions, any Sales Order Form or Campaign SoW. Any goodwill derived from use of the Advertising Content, the Customer Data and/or the Customer Marks shall accrue to the Customer.

6.4 Subject to these terms and conditions, and in consideration of the payment of the relevant Sales Order Charges, Moot Technology grants to the Customer and its Users, solely during the term of the applicable Sales Order Form, a non-exclusive, non-transferable (except as set out in clause 17) licence to access and use the Moot Technology Deliverables solely for the purpose of enabling the Customer and its Users to receive the Works.

7. WARRANTIES

7.1 The Customer represents, warrants and undertakes to Moot Technology that all Advertising Content shall:

(1.a) comply with the Creative and Content Guidelines; and

(1.b) comply with all Applicable Laws.

7.2 The Customer represents, warrants and undertakes to Moot Technology that:

(2.a) it will co-operate with Moot Technology in all matters relating to the Works;

(2.b) it will obtain, prior to provision of the Customer Data to Moot Technology, all appropriate waivers, licences, consents, authorisations or releases required for the Customer Data to be used in accordance with these terms & conditions and any relevant Sales Order Form and/or Campaign SoWs;

(2.c) the Customer Data shall not infringe the rights (including the Intellectual Property Rights) of, or cause any harm to, any third party; and provide to Moot Technology in a timely manner all documents, data, files, information, items and materials in any form (whether owned by the Customer or a third party) required under a Sales Order Form or a Campaign SoW or otherwise reasonably required by Moot Technology in connection with the Works and shall ensure that they are accurate, fit for purpose and complete in all material respects.

7.3 The Customer acknowledges that it:

(3.a) has not relied on any statement, promise or representation made or given by or on behalf of Moot Technology which is not set out in these Terms & Conditions, Sales Order Form or Campaign SoW; and

(3.b) did not enter into any agreement based on delivery of any future functionality or features nor any dependent on any oral or written comments made by Moot Technology regarding future functionality or features.

8. PRICE AND PAYMENT

8.1 In consideration of the provision of the Works by Moot Technology, the Customer shall pay the Sales Order Charges. Time for payment shall be of the essence.

8.2 The Sales Order Charges exclude the cost to Moot Technology of any materials or services procured by Moot Technology from third parties for the provision of the Works as such items and their cost are approved by the Customer in advance from time to time. These costs shall be payable by the Customer monthly in arrears, following submission of an appropriate invoice.

8.3 Moot Technology shall invoice the Customer for the Sales Order Charges at the intervals specified in the Sales Order Form. If no intervals are so specified, Moot Technology shall invoice the Customer prior to the activity commencing.

8.4 Assuming Credit approval is granted, the Customer shall pay each invoice submitted to it by Moot Technology in the currency invoiced (USD, GBP or EUR) within 30 days of invoice date to a bank account nominated in writing by Moot Technology from time to time. No payment shall be deemed to have been received until Moot Technology has received cleared funds.

8.5 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Moot Technology any sum due on the due date:

(5.a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. 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%. Moot Technology reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and

(5.b) Moot Technology may suspend part or all of the Works (and provision of and access to the Moot Technology Platform) until payment has been made in full.

8.6 All sums payable to Moot Technology:

(6.a) are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

(6.b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. CHANGE CONTROL

9.1 Either party may propose changes to the scope or execution of the Works but no proposed changes shall come into effect until a relevant Change Order has been agreed by both parties. A Change Order shall be a document (in a format of Moot Technology’s choosing) setting out the proposed changes and the effect (if any) that those changes will have on:

(1.a) the Works;

(1.b) the Sales Order Form Charges;

(1.c) the timetable for the Works; and

(1.d) any of the other terms of the relevant Sales Order Form.

9.2 If Moot Technology wishes to make a change to the Works it shall provide a draft Change Order to the Customer.

9.3 If the Customer wishes to make a change to the Works:

(3.a) it shall notify Moot Technology and provide as much detail as Moot Technology reasonably requires of the proposed changes, including the timing of the proposed change; and Moot Technology shall, as soon as reasonably practicable after receiving the information at clause 9.3(a), provide a draft Change Order to the Customer.

9.4 If the Customer wishes to make a change to the Works:

(4.a) it shall notify Moot Technology and provide as much detail as Moot Technology reasonably requires of the proposed changes, including the timing of the proposed change; and Moot Technology shall, as soon as reasonably practicable after receiving the information at clause 9.3(a), provide a draft Change Order to the Customer. If the parties:

(a) agree to a Change Order, they shall sign it (where the format of the document requires such signature) and that Change Order shall amend the relevant Sales Order Form and/or Campaign SoW; or

(b) are unable to agree a Change Order, either party may require the disagreement to be dealt with in accordance with the dispute resolution procedure in clause 20.8.

10. INDEMNITY

10.1 Subject to clause 10.4, the Customer shall be responsible for and shall indemnify and hold harmless Moot Technology, its employees, subcontractors and agents (“the Moot Technology indemnified”) from and against all loss, liability, claims and expense (including legal costs and expenses) reasonably incurred or suffered by any of the Moot Technology indemnified in respect of a breach by the Customer or any of its Users of:

(1.a) clause 15 (Confidentiality);

(1.b) clause 13 (Data Protection);

(1.c) clause 5.3 (Moot Technology Platform);

(1.d) clause 7 (Warranties);

(1.e) clause 8 (Price and Payment); and

(1.f) use of the Works and/or any of the Moot Technology Deliverables other than in accordance with these Terms & Conditions, each relevant Sales Order Form or Campaign SoW,

in each case arising as a consequence of the wilful misconduct, deliberate and/or reckless and/or unlawful and/or negligent acts or omissions, any breach of these Terms & Conditions, any Sales Order Form or Campaign SoW, or breach of statutory duty by the Customer, its employees, subcontractors, Users or agents.

10.2 The Customer alone shall be responsible for the defence and/or settlement of any third party claims which give rise to an indemnity claim by Moot Technology under clause 10.1 (and all costs associated), but Moot Technology shall:

(2.a) notify the Customer as soon as reasonably practical of any such claim once it comes to its attention;

(2.b) provide all reasonable assistance in the defence and/ or settlement of a claim (at the Customer’s cost); and

(2.c) not do or omit to do anything which may prejudice the defence and/ or settlement of the claim,

and the Customer will not agree to any settlement that imposes any obligation or liability on Moot Technology without Moot Technology’s prior written consent.

10.3 Subject to clauses 10.4 and 11, Moot Technology shall be responsible for and shall indemnify the Customer, its employees and agents (“the Customer’s indemnified”) from and against all loss, liability, claims and expense (including legal costs and expenses) reasonably incurred or suffered by any of the Customer’s indemnified in respect of:

(3.a) clause 15 (Confidentiality); and

(3.b) clause 13 (Data Protection);

in each case arising as a consequence of the wilful misconduct, deliberate and/or reckless and/or unlawful and/or negligent acts or omissions, any breach of these terms & Conditions, any Sales Order Form or Campaign SoW, or breach of statutory duty by Moot Technology, its employees, subcontractors or agents, provided that the Customer’s indemnified have taken all reasonable steps to mitigate their loss, liability, claims and expenses.

10.4 Each party’s liability to indemnify the other under clauses 10.1 and 10.3 shall be reduced proportionately to the extent that the Moot Technology indemnified or the Customer’s indemnified (as applicable) contributed to the loss or liability.

11. LIMITATION OF LIABILITY

11.1 Any liability of Moot Technology for non-supply of the Advertising Inventory shall be limited to replacing or supplying alternative Advertising Inventory within a reasonable time.

11.2 Subject to clause 10, the following provisions set out the entire financial liability of each party (including any liability for the acts or omissions of its employees, subcontractors, Users and agents) to the other party in respect of:

(2.a) the rights and obligations set out in these Terms & Conditions, any Sales Order Form or Campaign SoW (including breach of the same);

(2.b) the provision of the Available Services (including access to and/or use of the Moot Technology Platform); and

(2.c) any representation, statement or tortious act or omission including negligence arising under or in connection with these Terms & Conditions, any Sales Order Form or Campaign SoW.

11.3 All warranties, clauses and other terms implied by statute or common law (save for the clauses implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from these Terms & Conditions.

11.4 Subject to clauses 11.1, 11.3, 11.5 and 11.6, and except in relation to the payment obligations set out in clause 8, each party’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance any Sales Order Form and any Campaign SoW shall be limited to 100% of the fees payable under these Terms & Conditions in the 12 month period immediately preceding the date on which the claim arose.

11.5 Neither party shall be liable to the other party for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused).

11.6 Nothing in these clauses excludes or limits the liability of:

(6.a) either party:

(6.a.i) for death or personal injury caused by its negligence;

(6.a.ii) for any matter which it would be illegal for it to exclude or attempt to exclude its liability; or

(6.a.iii) for fraud or fraudulent misrepresentation; or

(6.b) the Customer under clause 10.1.

12. TERMINATION

12.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate these Terms & Conditions without liability to the other party immediately on giving notice to the other party if:

(1.a) the other party commits a material breach of any of the Terms & Conditions, any Sales Order Form or Campaign SoW and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach. For the avoidance of doubt, non or late payment by the Customer shall always amount to a material breach; or

(1.b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or

(1.c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

(1.d) a receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or

(1.e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

(1.f) the other party ceases, or threatens to cease, to trade; or

(1.g) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

12.2 Upon termination or expiry of these Terms & Conditions

(2.a) subject to clause 2.2, all existing Sales Order Forms and Campaign SoWs shall terminate automatically;

(2.b) the Customer shall immediately pay to Moot Technology all of Moot Technology’s outstanding unpaid invoices (as well as any applicable interest thereon) and, in respect of Works supplied but for which no invoice has been submitted, Moot Technology may submit an invoice, which shall be payable immediately on receipt;

(2.c) the survival and continuation of any provision stated (whether expressly or by implication) to survive expiration or termination, shall not be affected; and

(2.d) the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry shall not be effected, including the right to claim damages in respect of any breach of these Terms & Conditions which existed at or before the date of termination or expiry.

13. DATA PROTECTION

13.1 Both parties must comply with the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

13.2 If Moot Technology processes any Personal Data on the Customer's behalf when providing the Works, the parties record their intention that the Customer shall be the Data Controller and Moot Technology shall be the Data Processor (where Personal Data, Data Controller and Data Processor shall have the meanings as defined in the Data Protection Legislation) and in any such case Moot Technology shall, in relation to any Personal Data processed in connection with the performance by Moot Technology of its obligations under this these Terms & Conditions:

(2.a) process the Personal Data only on the written instructions of the Customer unless Moot Technology is required by the laws of any member of the European Union or by the laws of the European Union applicable to Moot Technology to process Personal Data (“Applicable Data Protection Laws”). Where Moot Technology is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Moot Technology shall notify the Customer of this before performing the processing required by the Applicable Data Protection Laws unless those Applicable Data Protection Laws prohibit Moot Technology from so notifying the Customer;

(2.b) ensure that it has in place appropriate technical and organisational measures to ensure a level of security appropriate to the risk, in particular those from accidental or unlawful loss, destruction or damage, alteration, unauthorised disclosure of or access to Personal Data, having regard to the state of technological development, the nature, scope, context and purposes of processing (as set out in the attached Data Processing Schedule as amended from time to time) the risk of varying likelihood and severity for the rights and freedoms of natural persons and the cost of implementing any measures (those measures may include, where appropriate, pseudonymisation and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(2.c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

(2.d) not transfer any Personal Data outside the European Economic Area unless the prior written consent of the Customer has been obtained and the following clauses are fulfilled:

(2.d.i) the Customer or Moot Technology has provided appropriate safeguards in relation to the transfer;

(2.d.ii) the Data Subject (which shall have the meaning as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;

(2.d.iii) Moot Technology complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(2.d.iv) Moot Technology complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

(2.e) assist the Customer by appropriate technical and organisational measures, insofar as this is possible, in responding to any request from a Data Subject (as defined in Data Protection Legislation) in respect of exercising the Data Subject’s rights in Chapter III of the GDPR (“Personal Data Subject Request”) and assist the Customer, taking into account the nature of processing and the information available to Moot Technology, in ensuring compliance with the Customer’s obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(2.f) notify the Customer without undue delay on becoming aware of a Personal Data breach;

(2.g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement and delete existing copies unless required by Applicable Data Protection Law to store the Personal Data; and

(2.h) make available to the Customer all information necessary to demonstrate its compliance with this clause 13.2 and allow for and contribute to audits, including inspections, conducted by or on behalf of the Customer.

13.3 The Customer consents to Moot Technology appointing other processors as a third-party processor of Personal Data under these Terms & Conditions. Moot Technology confirms that it has entered or (as the case may be) will enter with the third- party processor into a written agreement incorporating terms which are substantially similar, as regards the obligations under the Data Protection Legislation, to those set out in this clause 13. As between the Customer and Moot Technology, Moot Technology shall remain fully liable for all acts or omissions as regards the obligations under the Data Protection Legislation of any third-party processor appointed by it pursuant to this clause 13.3.

13.4 Either party may, at any time on not less than 30 days’ notice, revise this clause 13 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme.

13.5 Where the Customer is engaged in the collection, transmission, processing and/or storage of Personal Data in its capacity as Data Controller, Data Processor, Data Importer and/or Data Exporter (each as defined in Data Protection Legislation), the Customer will:

(5.a) comply with the rights of individual Users under the relevant Data Protection Legislation as appropriate, by: (i) obtaining any necessary consents to the collection of Personal Data, (ii) disclosing the use of cookies and other tracking technologies on the websites (iii) describing the type of first and third-party devices which may be used and the purposes for which they may be used, including for targeted advertising, (iv) providing the ability for Users to opt-out of advertising cookies or other tracking technologies, (v) publishing such other information to Users as required by Data Protection Legislation as applicable;

(5.b) limit the processing of Personal Data to legitimate purposes only;

(5.c) maintain and publish its own privacy policy which complies with such Data Protection Legislation as are applicable to the jurisdiction(s) in which the Customer operates;

(5.d) ensure that access to Personal Data is limited to those of the Customer’s personnel as is necessary and that such personnel are aware of relevant Data Protection Legislation;

(5.e) maintain adequate records of Personal Data processing activities;

(5.f) implement and maintain appropriate and adequate contractual, administrative, physical, organisational and technical measures for the safe storage of Personal Data and to prevent the unauthorised or unlawful processing, accidental loss, disclosure, alteration, destruction, damage of, or access to, such Personal Data;

(5.g) implement and maintain appropriate measures to report and manage a Personal Data breach;

(5.h) make available all information to demonstrate the Customers’ compliance with all relevant Data Protection Legislation and, upon Moot Technology’s written request, provide such information as Moot Technology may require to evidence such compliance; and

(5.i) co-operate with Moot Technology in respect of any Personal Data Subject Request.

13.6 The Moot Technology Privacy Policy is located at https://www.admedo.com/privacy-policy. The Customer acknowledges and agrees to use commercially reasonable efforts to ensure that the Customer does not do anything which may result in a breach by Moot Technology of its Privacy Policy. Moot Technology may amend its Privacy Policy from time to time.

14. COMPLIANCE WITH LAWS AND POLICIES

14.1 In performing its obligations under these Terms & Conditions, Moot Technology shall comply with all Applicable Laws.

14.2 Changes to the Works required as a result of changes to the Applicable Laws shall be agreed via the change control procedure set out in clause 9 (Change control).

15. CONFIDENTIALITY

15.1 Each party undertakes that it shall not at any time during, and for a period of two years after termination or expiry of these Terms & Conditions, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.2.

15.2 Each party may disclose the other party's confidential information:

(2.a) to its employees, officers, representatives 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 these Terms & Conditions. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 15; and

(2.b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3 No 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 these Terms & Conditions, the Sales Order Forms or any Campaign SoW.

16. FORCE MAJEURE

16.1 Provided it has complied with clause 16.2, if a party is prevented, hindered or delayed in or from performing any of its obligations under these Terms & Conditions by a Force Majeure Event (“Affected Party”), the Affected Party shall not be in breach of these Terms & Conditions or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

16.2 The Affected Party shall:

(2.a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under these Terms & Conditions; and

(2.b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

16.3 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 60 days, the party not affected by the Force Majeure Event may terminate these Terms & Conditions by giving 5 days’ written notice to the Affected Party.

17. ASSIGNMENT

17.1 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms & Conditions, without the prior written consent of Moot Technology.

17.2 Moot Technology may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms & Conditions and any related Sales Order Form or Campaign SoW.

18. NOTICES

18.1 All notices between the parties about these Terms & Conditions shall be in writing and delivered by hand or sent by pre-paid first class post or sent by email:

(1.a) (in case of notices to Moot Technology) to its registered office or such other postal or email address as notified to the Customer by Moot Technology, marked for the attention of the Chief Operating Officer; or

(1.b) (in the case of the notices to the Customer) to the registered office of the Customer or to any postal or email address of the Customer set out in a Sales Order Form or such other address notified to Moot Technology by the Customer.

18.2 Notices shall be deemed to have been received:

(2.a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or

(2.b) if delivered by hand, on the day of delivery; or

(2.c) if sent by e-mail on a working day prior to 5.30 pm, at the time it was sent and otherwise on the next working day.

19. ENTIRE AGREEMENT

19.1 These Terms & Conditions and any documents referred to herein (including in particular but without limitation, any Sales Order Forms and Campaign SoWs) constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.2 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 these Terms & Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms & Conditions .

19.3 The Works are supplied on the terms of these Terms & Conditions and those set out in the relevant Sales Order Form and Campaign SoWs, to the exclusion of all other terms (including any terms which the Customer purports to apply under any insertion or purchase order, confirmation of order, specification or other document).

20. GENERAL

20.1 Variation. Subject to clause 9 (Change control), no variation of these Terms & Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20.2 Rights and remedies. Each right or remedy of a party under these Terms & Conditions is without prejudice to any other right or remedy of that party whether under these Terms & Conditions or not.

20.3 Severance. If any provision or part-provision of these Terms & Conditions:

(3.a) is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms & Conditions; and

(3.b) A failure or delay by a party to exercise any right or remedy provided under these Terms & Conditions 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 these Terms & Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.

20.5 No partnership or agency.

(a) Nothing in these Terms & Conditions 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, or authorise any party to make or enter into any commitments for or on behalf of any other party.

(b) Each party confirms it is acting on its own behalf and not for the benefit of any other person.

20.6 Third party rights. The parties to this these Terms & Conditions do not intend that any term of these Terms & Conditions to be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it.

20.7 Counterparts. These Terms & Conditions may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

20.8 Dispute Resolution:

(8.a) If a dispute arises out of or in connection with this these Terms & Conditions, any Sales Order Form or Campaign SoW or the performance, validity or enforceability of the same ("Dispute") then, except as expressly provided herein, the parties shall follow the dispute resolution procedure set out in this clause 20.8 as follows:

(8.a.i) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars ("Dispute Notice"), together with any and all relevant supporting documentation. Upon service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute; and

(8.a.ii) if each party is for any reason unable to resolve the Dispute within sixty (60) days of it being referred to them, then the parties may attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (“CEDR”) CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing ("ADR notice") to the other party requesting mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than thirty

(8.b) Nothing in this clause 20.8 shall limit or restrict the parties’ ability to commence court proceedings in relation to any dispute arising out of these Terms & Conditions, any Sales Order Form or Campaign SoW.

20.9 Governing law. These Terms & Conditions, each Sales Order Form and Campaign SoW and any dispute or claim (including non- contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

20.10 Jurisdiction. Subject to clause 20.8, 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 these Terms & Conditions, each Sales Order Form and Campaign SoW or its subject matter or formation.

DATA PROCESSING SCHEDULE

The types of Personal Data to be processed in accordance with these Terms & Conditions will include, but shall not be limited to, any information relating to an identifiable person who can be directly or indirectly identified, in particular, by reference to an identifier including name, identification number, location data or online identifier and may include:

(i) pseudonymised data and data received from any website owned and operated by the Customer or its third-party partners (“the Websites”) in connection with which the Works are used or are intended to be used;

(ii) from users of the Websites as a result of code being inserted onto the Websites,

(iii) from data feeds from the Customer to Moot Technology;

(iv) from any content Moot Technology has access to as a result of the Customer’s use of the Works (such as, but not limited to, tracking code, pixels, creative rich media);

(vi) all the Customer Data; and

(vii) from Users.

The duration of the processing will be for the duration of these Terms & Conditions, up until their expiration and/or termination.

These Terms & Conditions are valid for the duration that services are provided, in accordance with the Sales Order Form .

Each person executing the Sales Order Form represents and warrants that he or she has the authority to bind the company, to whom Sales Order Form is addressed.

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