Terms & Conditions

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Lift DSP Limited 

20 January 2024

1.    INTERPRETATION

1.1.  The following definitions and rules of interpretation shall apply in these Terms & Conditions:

Advertising Content: the Customer’s promotional,marketing and advertising material to be uploaded and displayed on the Advertising Inventory pursuant to the Sales Order Form.

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 Lift DSP from time to time including access to thePlatform.

Campaign: means each individual advertising campaign to be either (i) undertaken by the Customer via the Platform on a selfservice basis; or (ii) to be run and managed by Lift DSP on the Customer’sbehalf using the Platform and specified in the Sales Order Form.

Contract: the legally binding contract between Lift DSP and the Customer, comprising the Sales Order Form and these Terms and Conditions[1] .

Contract Term: the term of the Contract as determined in accordance with clause 3.1.

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

Customer Data: means all Data made available by the Customer or its Users to Lift DSP for use in connection with the Servicesor generated by the Customer via use of the Services including the AdvertisingContent and the analytics available on the Platform regarding the Services).

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

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

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to Personal Data and allother legislation and regulatory requirements in force from time to time whichapply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).

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

Effective Date: the date specified in the relevant Sales Order Form.

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 forwar, armed conflict, imposition of sanctions, embargo, or breaking off ofdiplomatic relations, nuclear, chemical or biological contamination or sonic boom; collapse of buildings, fire, explosion or accident; any labour or tradedispute, strikes, industrial action or lockouts (other than in each case by theparty seeking to rely on clause 16, or companies in the same group as thatparty); and interruption or failure of utility or internet services.

Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance(from regulatory and advisory bodies whether mandatory or not), international and national standards, and sanctions, which are applicable to either the Customer or User relating to security of network and information systems andsecurity breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation((EU) 2018/151), the Network and Information systems Regulations 2018 (SI506/2018), all as amended or updated from time to time.

Initial Term: the initial term of the Contract,commencing from the Effective Date, for such period as is set out in the SalesOrder Form.

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 ofa similar nature or having equivalent effect anywhere in the world.

Lift DSP: means Lift DSP Limited (companyregistration number 12327780).

Platform: means the demand side programmaticmarketing platform made available by Lift DSP including any relevantsubdomains.

Sales Order Form: means the sales order form signedby duly authorised representatives of both parties, identifying the specificServices ordered by the Customer and the relevant Service Fees for suchServices and which incorporates these Terms & Conditions.

Service Fee: the applicable monthly service fee setout in the Sales Order Form.

Services: the Available Services to be provided byLift DSP to the Customer, as set out in the Sales Order Form.

Terms & Conditions: these Terms & Conditions

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the GeneralData 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 theCustomer to use the Platform. Users consist of any employee of the Customer orits Affiliates and any independent contractor of the Customer or its Affiliates[3] .

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect theoperation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impairor otherwise adversely affect access to or the operation of any programme ordata, including the reliability of any programme or data (whether byre-arranging, altering or erasing the programme or data in whole or part orotherwise); or adversely affect the user experience, including worms, trojanhorses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic(for example, code) found in software and hardware components that whenexploited, results in a negative impact to the confidentiality, integrity, oravailability, and the term Vulnerabilities shall be interpreted accordingly.

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 legislationfor 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 legalpersonality). A reference to a company shall include any company, corporationor 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.    BASIS OF CONTRACT

2.1.  Any order for Services received from the Customer constitutes an offer by the Customer to purchase Services in accordance with these Terms & Conditions.

2.2.  An order for Services shall only be deemed to be accepted when both Lift DSP and the Customer signs the Sales Order Form.

2.3.  Any samples, drawings, descriptivematter or advertising issued by Lift DSP and any descriptions or illustrations contained in Lift DSP’s website, are issued or published for the sole purposeof giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4.  These Terms & Conditions apply tothe Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5.  To the extent Lift DSP gives a quotation in connection with the Available Services, such quotation shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.

3.    TERM

3.1.3 The Contract shall commence on the Effective Date and shall continue, unless terminated earlier as provided in these Terms & Conditions, until either party gives to the other party 30 days’ written notice to terminate, expiring on or after the expiry of the Initial Term .

4.    MANAGED CAMPAIGNS 

4.1.4   Where Lift DSP has agreed to run and manage a Campaign on behalf of the Customer using thePlatform, the Sales Order Form shall set out the specific details andobjectives of each Campaign.

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4.1.5  The Customer shall ensure that the terms of any Sales Order Form are satisfactory for its purpose before agreeing totheir terms and shall ensure that any details, information or specifications provided to Lift DSP are complete and accurate.

4.16.  DSP shall retain the right to refuse topublish the Advertising Content or to remove the Advertising Content from anyAdvertising 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):

4.16.1   these Terms & Conditions; and/or

4.16.2.  the  Creative and Content Guidelines.

5.    ACCESS TO THE PLATFORM

5.1.  Where Lift DSP has agreed that the Customer can access the Platform to run and manage its own Campaign, Lift DSP grants to the Customer  during the Contract Term, a non-exclusive, non-transferable (except as set out in clause 17) right and licence, without the right to grant sub licences, to access and use the Platform and permit its Users to access and use the 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 rightto give access to the  Platform to a third party including any subsidiary or holding company of the Customer.

5.2.  The Customer is solely responsible for procuring, maintaining and securing the network connections that connect the Customer to the Platform, and for all problems, conditions, delays, deliveryfailures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by theinternet.

5.3. The Customer agrees:

5.3.1.     that only the Users are permitted to use the Platform ;

5.3.2.     that it will ensure that its Userscomply with these Terms & Conditions and it is liable for its Users’ actions and/or failure to comply with the same;

5.3.3.     not to access, store, distribute ortransmit any material during the course of its use of the Platform that:

5.3.3.1.        is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

5.3.3.2.        facilitates illegal activity;

5.3.3.3.        depicts sexually explicit images;

5.3.3.4.        promote sunlawful violence;

5.3.3.5.        is discriminatory based on race, gender, colour, religious belief, sexualorientation, disability; or

5.3.3.6.        is otherwise illegal or causes damage or injury to any person or property;

5.3.4.     to take all reasonable steps to protect the Platform and  Deliverables from unauthorised use and/or access.

5.4.  The Customer shall not:

5.4.1.     except as may be allowed by anyApplicable Law which is incapable of exclusion by agreement between the partiesand except to the extent expressly permitted under the Contract attempt tocopy, modify, duplicate, create derivative works from, frame, mirror,republish, download, display, transmit, or distribute all or any portion of thePlatform in any form or media or by any means; or attempt to de-compile,reverse compile, disassemble, reverse engineer or otherwise reduce tohuman-perceivable form all or any part of the Platform; or access all or anypart of the Platform in order to build a product or service which competes withthe Platform; or

5.4.2.     use the Platform to provide services tothird parties; or

5.4.3.     license, sell, rent, lease, transfer,assign, distribute, display, disclose, or otherwise commercially exploit, orotherwise make the Platform available to any third party except the Users, orattempt to obtain, or assist third parties in obtaining, access to thePlatform, other than as provided under these Terms & Conditions; or

5.4.4.     introduce or permit the introduction of,any Virus or Vulnerability into the Platform or the Supplier's network and information systems.

5.5.  The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and,in the event of any such unauthorised access or use, promptly notify Lift DSP.

5.6.  Lift DSP may, without incurring anyliability whatsoever, block or suspend the Customer’s access to the Platform inthe event of an actual or suspected breach of these Terms & Conditions, foras long as Lift DSP deems necessary in order to protect its legitimate business interests and those of its other customers.

5.7.  Lift DSP is not responsible for anydelays, delivery failures, or any other loss or damage resulting from thetransfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Platform may be subject tolimitations, delays and other problems inherent in the use of such communications facilities.

6.    INTELLECTUAL PROPERTY

6.1. The Customer retains ownership of all right, title and interest in and to all Customer Data and shall have sole responsibility for the legality, reliability,integrity, accuracy and quality of all such Customer Data.

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

6.3.  The Customer hereby grants Lift DSP 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 toprovide the Services including without limitation the exhibition, broadcast,promotion and redistribution of all or part of the Advertising Content (andderivative works thereof) for the purposes of fulfilling Lift DSP’s obligations under the Contract. 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 & Conditions,and in consideration of the payment of the relevant Service Fees, Lift DSPgrants to the Customer and its Users, solely during the Contract Term, anon-exclusive, non-transferable licence to access and use any Deliverables solely for the purpose of enabling the Customer and its Users to receive the Services.

7.    WARRANTIES

7.1. The Customer represents, warrants and undertakes to Lift DSP that all Advertising Content, Customer Data and/or instructions given and/or made available to LiftDSP in connection with the Services including in relation to any Campaign LiftDSP is running and managing on the Customer’s behalf and/or which the Customer uploads or makes available through the Platform shall:

7.1.1.     comply with the Creative and ContentGuidelines;

7.1.2.     be accurate, complete and not include any false representations; and

7.1.3.     comply with all Applicable Laws

7.2.  The Customer acknowledges and agrees that Lift DSP is not responsible for any Advertising Content or Customer Data used in connection with the Services and the Customer shall indemnify Lift DSP against all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines,expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses) incurred by LiftDSP as a result of the Customer’s breach of clause 7.1.

7.3.  The Customer represents, warrants andundertakes to Lift DSP that:

7.3.1.    it will co-operate with Lift DSP in all matters relating to the Services in atimely and efficient manner;

7.3.2.     it will obtain, prior to provision ofthe Customer Data to Lift DSP, all appropriate waivers, licences, consents,authorisations or releases required for the Customer Data to be used inaccordance with the Contract;

7.3.3.     the Customer Data shall not infringe therights (including the Intellectual Property Rights) of, or cause any harm to,any third party; and

7.3.4.      it shall provide to Lift DSP in a timelymanner all Data, documents, files, information, items and materials in any form(whether owned by the Customer or a third party) required under the Contract orotherwise reasonably required by Lift DSP in connection with the Services andshall ensure that they are accurate, fit for purpose and complete in allmaterial respects; and

7.3.5.     where it is accessing the Platform;

7.3.5.1.    use the Platform in compliance with all Applicable Laws;

7.3.5.2.    ensure that its network and systems comply with any relevant specifications providedby Lift DSP from time to time;

7.3.5.3.        ensure that any Users use the Platform in accordance with the Contract including theseTerms & Conditions and shall be responsible for any User's breach of theContract.

7.4.  The Customer acknowledges that:

7.4.1.     it has not relied on any statement,promise or representation made or given by or on behalf of Lift DSP which isnot set out in the Contract; and

7.4.2.     it has not entered into the Contractbased on delivery of any future functionality or features nor any dependent onany oral or written comments made by Lift DSP regarding future functionality orfeatures;

7.4.3.     Lift DSP gives no warranty that theresults or outcomes of the Services (and/or any information obtained by the Customer through the Platform) will meet the Customer's requirements.

7.5.  Where the Customer is accessing thePlatform, Lift DSP does not warrant that:

7.5.1.     the Customer's use of the Platform willbe uninterrupted or error-free;

7.5.2.     the Platform will be free fromVulnerabilities or Viruses; or

7.5.3.     the Platform will comply with anyHeightened Cybersecurity Requirements.

8.    PRICE AND PAYMENT

8.1.  In consideration of the provision ofServices by Lift DSP, the Customer shall pay the Service Fees. Time for paymentshall be of the essence.

8.2. The Service Fees exclude the cost to Lift DSP of any materials or services procuredby Lift DSP from third parties for the provision of the Services as such itemsand their cost are approved by the Customer in advance from time to time. Thesecosts shall be payable by the Customer monthly in arrears, following submissionof an appropriate invoice.

8.3. Unless otherwise agreed in the Sales Order Form, Lift DSP shall invoice the Customerfor the Service Fees monthly in advance.

8.4.  Unless otherwise agreed in the Sales OrderForm, the Customer shall pay each invoice submitted to it by Lift DSP in thecurrency invoiced (USD, GBP or EUR) immediately upon receipt of invoice to abank account nominated in writing by Lift DSP from time to time. No paymentshall be deemed to have been received until Lift DSP has received clearedfunds.

8.5. Withoutprejudice to any other right or remedy that it may have, if the Customer failsto pay Lift DSP any sum due on the due date:

8.5.1.    the Customer shall pay interest on the overdue sum from the due date until paymentof the overdue sum, whether before or after judgment. Interest under thisclause will accrue each day at 4% a year above the Bank of England's base ratefrom time to time, but at 4% a year for any period when that base rate is below0%. Lift DSP further reserves the right to claim interest under the LatePayment of Commercial Debts (Interest) Act 1998; and

8.5.2.    Lift DSP may suspend part or all of the Services including (where applicable) provisionof and access to the Platform until payment has been made in full.

8.6.  All sums payable to Lift DSP:

8.6.1.     are exclusive of VAT, and the Customershall in addition pay an amount equal to any VAT chargeable on those sums ondelivery of a VAT invoice;

8.6.2.     shall be paid in full without anyset-off, counterclaim, deduction or withholding (other than any deduction orwithholding of tax as required by law); and

8.6.3.     are non-cancellable and non-refundable.

9.    INDEMNITY

9.1.   The Customer shall indemnify Lift DSP against all liabilities, damages, losses(including loss of profits, loss of business, loss of reputation, loss ofsavings and loss of opportunity), fines, expenses and costs (including allinterest, penalties, legal costs (calculated on a full indemnity basis) andprofessional costs and expenses) incurred by Lift DSP as a result of theCustomer’s breach of Contract.

10.  LIMITATION OF LIABILITY

10.1.  Any liability of Lift DSP for non-supply of the Advertising Inventory shall belimited to replacing or supplying alternative Advertising Inventory within areasonable time.

10.2.   Subject to clause  10.1, the following provisions set out theentire financial liability of Lift DSP to the Customer in respect of:

10.2.1.   the rights and obligations set out inthe Contract;

10.2.2.   the provision of the Available Servicesincluding access to and/or use of the Platform; and

10.2.3.   any representation, statement ortortious act or omission including negligence arising under or in connectionwith the Contract.

10.3.   All warranties, clauses and other termsimplied by statute or common law (save for the clauses implied by section 12 ofthe Sale of Goods Act 1979) are, to the fullest extent permitted by law,excluded from the Contract.

10.4.   Subject to clause 10.6, Lift DSP’s totalliability in contract, tort (including negligence or breach of statutory duty),misrepresentation, restitution or otherwise, arising in connection with theContract shall be limited to 100% of the Service Fees paid or payable in the 12month period immediately preceding the date on which the claim arose.

10.5.   In no circumstances shall Lift DSP beliable to the Customer for:

10.5.1.  loss of profit;

10.5.2. loss of sales or business;

10.5.3. loss of agreements or contracts;

10.5.4. loss of anticipated savings;

10.5.5. loss of use or corruption of software,data or information;

10.5.6.  loss of or damage to goodwill;

10.5.7. indirect or consequential loss.

10.6.      Nothing inthese clauses excludes or limits the liability of Lift DSP:

10.6.1.   for death or personal injury caused byits negligence;

10.6.2.   for any matter which it would be illegalfor it to exclude or attempt to exclude its liability; or

10.6.3.   for fraud or fraudulentmisrepresentation.

11.  TERMINATION

11.1.        Withou tprejudice to any other rights or remedies which the parties may have, eitherparty may terminate the Contract without liability to the other partyimmediately on giving notice to the other party if:

11.1.1.    the other party commits a material breach of the Contract and (if such a breach isremediable) fails to remedy that breach within 30 days of that party beingnotified in writing of the breach. For the avoidance of doubt, non or latepayment by the Customer shall always amount to a material breach; or

11.1.2.    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 makea winding-up order of the other party; or

11.1.3.    the other party applies to court for, or obtains, a moratorium under Part A1 of theInsolvency Act 1986;

11.1.4.    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 courtof competent jurisdiction for the appointment of an administrator of the otherparty, or notice of intention to appoint an administrator is given by the otherparty or its directors or by a qualifying floating charge holder (as defined inparagraph 14 of Schedule B1 to the Insolvency Act 1986); or

11.1.5.    a receiver is appointed of any of the other party’s assets or undertaking, orcircumstances arise which entitle a court of competent jurisdiction or acreditor to appoint a receiver or manager of the other party, or if any otherperson takes possession of or sells the other party’s assets; or

11.1.6.    the other party makes any arrangement or composition with its creditors, or makesan application to a court of competent jurisdiction for the protection of itscreditors in any way; or

11.1.7.    the other party ceases, or threatens to cease, to trade; or

11.1.8.    the other party takes or suffers any similar or analogous action in anyj urisdiction in consequence of debt[8] .

11.2.        Upon termination of the Contract:

11.2.1.       all licences granted under the Contract shall immediately terminate and, where access to the Platform is granted as part of the Services, the Customer shallimmediately cease all use of the Platform;

11.2.2.       the Customer shall immediately pay to Lift DSP all of Lift DSP’s outstanding unpaidinvoices (as well as any applicable interest thereon) and, in respect ofServices supplied but for which no invoice has been submitted, Lift DSP maysubmit an invoice, which shall be payable immediately on receipt;

11.2.3.       Lift DSP may destroy or otherwise dispose of any of the Customer Data in itspossession unless Lift DSP receives, no later than ten days after the effectivedate of the termination of the Contract, a written request for the delivery tothe Customer of the then most recent back-up of the Customer Data. Lift DSPshall use reasonable commercial endeavours to deliver the back-up to theCustomer within 30 days of its receipt of such a written request, provided thatthe Customer has, at that time, paid all fees and charges outstanding at andresulting from termination (whether or not due at the date of termination). TheCustomer shall pay all reasonable expenses incurred by Lift DSP in returning ordisposing of Customer Data[9] ;

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

11.2.5.       the rights, remedies, obligations or liabilities of the parties that have accruedup to the date of termination or expiry shall not be affected, including theright to claim damages in respect of any breach of Contract which existed at orbefore the date of termination or expiry.

12.  DATA PROTECTION

12.1.          Bothparties must comply with the Data Protection Legislation. This clause 12 is inaddition to, and does not relieve, remove or replace, a party's obligationsunder the Data Protection Legislation.

12.2.          If Lift DSP processes any Personal Data on the Customer's behalf when providingthe Services, the parties record their intention that the Customer shall be theData Controller and Lift DSP  shall bethe Data Processor (where Personal Data, Data Controller and Data Processorshall have the meanings as defined in the Data Protection Legislation). TheCustomer retains control of the Personal Data and remains responsible for itscompliance obligations under Data Protection Legislation, including but notlimited to, providing any required notices and obtaining any required consentsto or from data subjects, for ensuring there is an appropriate lawful basis andfor the written processing instructions it gives to Lift DSP (outlined below in‘Data Processing Schedule’).Lift DSP  shall, in relation to any Personal Dataprocessed in connection with the performance by Lift DSP  of its obligations under this these Terms& Conditions:

12.2.1.     process the Personal Data only on the written instructions (outlined below in ‘DataProcessing Schedule’) of the Customer unless Lift DSP  is required by the laws of any member of theEuropean Union or by the laws of the European Union applicable to Lift DSP  to process Personal Data (“Applicable DataProtection Laws”). Where Lift DSP  isrelying on laws of a member of the European Union or European Union law as thebasis for processing Personal Data, Lift DSP shall notify the Customer of this before performing the processingrequired by the Applicable Data Protection Laws unless those Applicable DataProtection Laws prohibit Lift DSP  fromso notifying the Customer;

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12.2.2.     ensure that it has in place appropriate technical and organisational measures toensure a level of security appropriate to the risk, in particular those fromaccidental or unlawful loss, destruction or damage, alteration, unauthoriseddisclosure of or access to Personal Data, having regard to the state oftechnological development, the nature, scope, context and purposes ofprocessing (as set out in the attached Data Processing Schedule as amended fromtime to time) the risk of varying likelihood and severity for the rights andfreedoms of natural persons and the cost of implementing any measures (thosemeasures may include, where appropriate, pseudonymisation and encryptingPersonal Data, ensuring confidentiality, integrity, availability and resilienceof its systems and services, ensuring that availability of and access toPersonal Data can be restored in a timely manner after an incident, andregularly assessing and evaluating the effectiveness of the technical andorganisational measures adopted by it);

12.2.3.     ensure that all personnel who have access to and/or process Personal Data are obligedto keep the Personal Data confidential;

12.2.4.     nottransfer any Personal Data outside the European Economic Area unless the priorwritten consent of the Customer has been obtained and the following clauses arefulfilled:

12.2.4.1.       the Customer or Lift DSP  has providedappropriate safeguards in relation to the transfer;

12.2.4.2.       the Data Subject (which shall have the meaning as defined in the Data ProtectionLegislation) has enforceable rights and effective legal remedies;

12.2.4.3.       Lift DSP  complies with its obligations underthe Data Protection Legislation by providing an adequate level of protection toany Personal Data that is transferred; and

12.2.4.4.       Lift DSP  complies with reasonableinstructions notified to it in advance by the Customer with respect to theprocessing of the Personal Data;

12.2.4.5.       assist the Customer by appropriate technical and organisational measures, insofar asthis is possible, in responding to any request from a Data Subject (as definedin Data Protection Legislation) in respect of exercising the Data Subject’srights in Chapter III of the GDPR (“Personal Data Subject Request”) and assistthe Customer, taking into account the nature of processing and the informationavailable to Lift DSP , in ensuring compliance with the Customer’s obligationsunder the Data Protection Legislation with respect to security, breachnotifications, impact assessments and consultations with supervisoryauthorities or regulators;

12.2.5.    notify the Customer without undue delayon becoming aware of a Personal Data breach;

12.2.6.    at the written direction of theCustomer, delete or return Personal Data and copies thereof to the Customer ontermination of the agreement and delete existing copies unless required byApplicable Data Protection Law to store the Personal Data; and

12.2.7.    make available to the Customer allinformation necessary to demonstrate its compliance with this clause 12.2 andallow for and contribute to audits, including inspections, conducted by or onbehalf of the Customer.

12.3.   The Customer consents to Lift DSP  appointingother processors as a third-party processor of Personal Data under these Terms& Conditions.  Lift DSP confirms that it has entered or (as the case may be) will enter with thethird- party processor into a written agreement incorporating terms which aresubstantially similar, as regards the obligations under the Data ProtectionLegislation, to those set out in this clause 12. As between the Customer andLift DSP , Lift DSP  shall remain fullyliable for all acts or omissions as regards the obligations under the DataProtection Legislation of any third-party processor appointed by it pursuant tothis clause 12.3.

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

13.  COMPLIANCE WITH LAWS AND POLICIES

13.1.     Inperforming its obligations under the Contract, Lift DSP shall comply with allApplicable Laws.

13.2.     LiftDSP may make changes to the Services required as a result of changes to theApplicable Laws provided such changes do not materially alter the Services tobe provided.

14.  CONFIDENTIALITY

14.1.   Subjectto clause 15, each party undertakes that it shall not at any time during, andfor a period of two years after termination or expiry of the Contract, discloseto any person any confidential information concerning the business, affairs,customers, clients or suppliers of the other party, except as permitted byclause14.2.

14.2.    Each party may disclose the otherparty's confidential information:

14.2.1.    to its employees, officers,representatives or advisers who need to know such information for the purposesof exercising the party's rights or carrying out its obligations under or inconnection with the Contract. Each party shall ensure that its employees,officers, representatives or advisers to whom it discloses the other party'sconfidential information comply with this clause 14; and

14.2.2.    as may be required by law, a court ofcompetent jurisdiction or any governmental or regulatory authority.

14.2.3.    No party shall use the other party'sconfidential information for any purpose other than to exercise its rights andperform its obligations under or in connection with the Contract.

15.  PUBLICITY

15.1.     TheCustomer permits Lift DSP the right to publicise the existence and nature ofthe business relationship between Lift DSP and the Customer, including but notlimited to the use of the Customer's name and logo, in any marketing,promotional, or advertising materials. The Customer further agrees to activelyparticipate in any Lift DSP sponsored marketing events, case studies, pressreleases, or other marketing activities reasonably required by Lift DSP topromote this relationship including participating in a written or videorecorded case study announcing the Customer's use of the Lift DSP services.Lift DSP agrees to give the Customer reasonable notice of any such requirementsand will work collaboratively with the Customer to ensure that such participationdoes not unreasonably interfere with the Customer's operations.

16.  FORCE MAJEURE

16.1.      Provided it has complied with clause 15.2, if a party is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event (“Affected Party”),the Affected Party shall not be in breach of the Contract or otherwise liablefor any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

16.2.     TheAffected Party shall:

16.2.1.assoon as reasonably practicable after the start of the Force Majeure Event,notify the other party of the Force Majeure Event, the date on which itstarted, its likely or potential duration, and the effect of the Force MajeureEvent on its ability to perform any of its obligations under the Contract; and

16.2.2.useall reasonable endeavours to mitigate the effect of the Force Majeure Event onthe performance of its obligations.

16.3.   Ifthe Force Majeure Event prevents, hinders or delays the Affected Party'sperformance of its obligations for a continuous period of more than 60 days,the party not affected by the Force Majeure Event may terminate the Contract bygiving written notice to the Affected Party.

17.  ASSIGNMENT

17.1.       TheCustomer shall not assign, transfer, mortgage, charge, subcontract, delegate,declare a trust over or deal in any other manner with any of its rights andobligations under the Contract, without the prior written consent of Lift DSP.

17.2.       LiftDSP may at any time assign, mortgage, charge, delegate, declare a trust over ordeal in any other manner with any or all of its rights and obligations underthe Contract.

18.  NOTICES

18.1.      All notices between the parties aboutthe Contract shall be in writing and delivered by hand or sent by pre-paidfirst class post or sent by email:

18.1.1.     (in case of notices to Lift DSP) to itsregistered office or such other postal or email address as notified to theCustomer by Lift DSP, marked for the attention of the Chief Operating Officer;or

18.1.2.     (in the case of the notices to theCustomer) to the registered office of the Customer or to any postal or emailaddress of the Customer set out in a Sales Order Form or such other address notified to Lift DSP by the Customer.

18.2.         Notices shall be deemed to have been received:

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

18.2.2.       if delivered by hand, on the day of delivery; or

18.2.3.       if sent by e-mail on a working day prior to 5.30 pm, at the time it was sent andotherwise on the next working day.

19.  ENTIRE AGREEMENT

19.1.      The Contract constitutes the entireagreement between the parties and supersede and extinguish all previousagreements, promises, assurances, warranties, representations andunderstandings between them, whether written or oral, relating to its subject matter.

19.2.      Each party agrees that it shall have noremedies in respect of any statement, representation, assurance or warranty(whether made innocently or negligently) that is not set out in the Contract.Each party agrees that it shall have no claim for innocent or negligentmisrepresentation or negligent misstatement based on any statement in theContract.

20.  GENERAL

20.1.          Variation. No variation of the Contract shall beeffective unless it is in writing and signed by the parties (or theirauthorised representatives).

20.2.          Rightsand remedies. Eachright or remedy of a party under these Terms & Conditions is withoutprejudice 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 ofthe Contract:

20.3.1.           isor becomes invalid, illegal or unenforceable, it shall be deemed deleted, butthat shall not affect the validity and enforceability of the rest of theContract; and

20.3.2.           Afailure or delay by a party to exercise any right or remedy provided under theContract or by law shall not constitute a waiver of that or any other right orremedy, nor shall it prevent or restrict any further exercise of that or anyother right or remedy. No single or partial exercise of any right or remedyprovided under this the Contract or by law shall prevent or restrict thefurther exercise of that or any other right or remedy.

20.4.              No partnership or agency.

20.4.1.    Nothingin the Contract is intended to, or shall be deemed to, establish anypartnership or joint venture between any of the parties, constitute any partythe agent of another party, or authorise any party to make or enter into anycommitments for or on behalf of any other party.

20.4.2.    Eachparty confirms it is acting on its own behalf and not for the benefit of anyother person.

20.5.       Thirdparty rights. Theparties to this these Terms & Conditions do not intend that any term ofthese 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.

20.6.              Dispute Resolution:

20.6.1. If a dispute arises out of or inconnection with the Contract or the performance, validity or enforceability ofthe same ("Dispute") then, except as expressly provided herein, theparties shall follow the dispute resolution procedure set out in this clause20.6 as follows:

20.6.1.1.      either party shall give to the otherwritten 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

20.6.1.2.      if each party is for any reason unableto 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 theCentre for Effective Dispute Resolution (“CEDR”) CEDR Model MediationProcedure. Unless otherwise agreed between the parties, the mediator shall benominated by CEDR. To initiate the mediation, a party must serve notice inwriting ("ADR notice") to the other party requesting mediation. Acopy of the ADR notice should be sent to CEDR. The mediation will start no tlater than thirty (30) days after the date of the ADR notice. Unless otherwiseagreed in writing by the parties, the place of mediation shall be London,England.

20.6.2. Nothing in this clause 20.6 shall limitor restrict the parties’ ability to commence court proceedings in relation toany dispute arising out of the Contract.

20.7.   Governing law. The Contract 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.

20.8.   Jurisdiction. Subject to clause 19.6, each partyirrevocably 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 the Contract or its subject matter or formation.

DATA PROCESSING SCHEDULE

Scope - Processing of the Personal Data in the provision of the Services to the Customer.  

Nature and purpose of processing – Lift DSP shall be processingthe Personal Data, received from the Customer for the purpose of providingadvertising services as further set out in the Contract to the Customer.  

The types of Personal Data to be processed in accordance with the Contract will include, but shall not be limited to, any information relating to an identifiable person whocan be directly or indirectly identified, in particular, by reference to anidentifier 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 orits third-party partners (“the Websites”) in connection with which the Platformor the Services are used or are intended to be used;

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

(iii)          fromdata feeds from the Customer to Lift DSP;

(iv)          fromany content Lift DSP has access to as a result of the Customer’s use of thePlatform and the Services (such as, but not limited to, tracking code, pixels,creative rich media);

(v)           PersonalData within the Customer Data; and

(vi)          Personal Data from Users.

The categories of Data Subject:  Customers, Employees & Users

The duration ofthe processing will be for the duration of the Contract.