Terms & Conditions

1.1 In this Agreement the following words shall have the following meanings:

Advertising means those banners, pop-ups, skyscrapers, links or other Website-based advertisements or methods employed by an Affiliate or any other third party or media to promote Client Products, Client Websites or gather third party data or information and which shall be procured by ACQUIRE DIGITAL LTD as part of the provision of the Services in accordance with this Agreement.

Agreement means these terms and conditions together with the IO in each case as amended from time to time.

Affiliate means a third party hosting or providing Advertising for Client Products on an Affiliate Website/through remarketing etc.

Affiliate Marketing means the use of Affiliates in order to market Client Products with a view to driving traffic, leads or sales to a Client Website.

Affiliate Website means those connected pages of the World Wide Web, the content of which is controlled, hosted or owned (or validly licensed) by an Affiliate.

Approval of the Client means Written Approval from an Authorised Person to any plan, proposal, scheme, IO, expenditure or other action submitted to the Client.

Authorised Person means such directors or employees of the Client and ACQUIRE DIGITAL LTD (as the case may be) as from time to time may be notified in writing by one Party to the other as being an authorised person.

Client Materials means any and all materials, documents or other things supplied by the Client to ACQUIRE DIGITAL LTD from time to time.

Client Product means such goods, services, Client Websites or other things that the Client wishes to promote by appointing ACQUIRE DIGITAL LTD to provide the Services.

Client Website means a Website, the content of which is controlled and owned (or validly licensed) by the Client.

Commencement Date means the date on which the Agreement is duly signed by the Parties or such other date as the Parties may expressly agree in writing from which the Agreement will be in full force and effect.

Commission means the commission paid to the affiliate.

Confidential Information means any information of a confidential nature which is disclosed by or on behalf of one Party to the other in any manner and in any format or media and whether or not the same is marked as “confidential” concerning the disclosing Party’s business and/or this Agreement, its performance or implementation including but not limited to, personal data, financial information, supplier information, technical information, personal information, strategies and intentions, processes, ideas, concepts and know how and all IPR of either Party and the terms of this Agreement.

Criteria means those criteria set out in the IO and agreed by both Parties which must be fulfilled in order for a Qualified Lead or a Qualified Sale to be achieved.

Event of Force Majeure means any cause or circumstance beyond the reasonable control of a Party and which that Party could not have prevented using reasonable foresight including but not limited to any natural disaster, restrictions or prohibitions of government, war, riot or civil disturbance, acts of terrorism, fire or explosion but for the avoidance of doubt does not include lack of funds.

Fees means those fees payable by the Client to ACQUIRE DIGITAL LTD in consideration of the provision of the Services as detailed in the IO or as otherwise agreed between the Parties in writing from time to time.

Initial Period means the period from the Commencement Date until the date shown in the IO.

IPR means any registered or unregistered intellectual property rights in any part of the world, including (without limitation) any patents, trade marks, service marks, know how, brand names, logos, design rights, database rights, copyright, domain names, goodwill, Confidential Information and all similar intellectual property rights wherever and howsoever subsisting, whether or not registered or registrable including all granted applications and all applications for registration in respect of any of the same.

Link means a hypertext link from a Search Engine to an embedded webpage.

Media Buying means the purchase of media space on behalf of a Client, the detail of which and authorisation for which is as set out in the IO.

Paid Search means search listings which are purchased on behalf of a Client.

Qualified Lead means a customer lead generated as a result of the relevant Service which fulfils the Criteria.

Qualified Sale means a customer sale generated as a result of the relevant Service which fulfils the Criteria. A Qualified Lead may or may not lead to a Qualified Sale.

IO means the IO attached to these terms and conditions and which shall include the detail of the Services to be provided together with the charges payable in respect thereof and any other detail may be agreed between the Parties.

Search means the event of a Website User entering Search Terms into a Search Engine to produce a list of links to other Websites.

Search Engine means a Website allowing users to Search.

Search Facilities means Links (whether or not sponsored), prioritised search listings or other marketing products and/or services purchased from a Search Engine or other Website to promote and increase Website User traffic through Client Websites.

Search Ranking means the priority with which a Link is displayed in a list of Search results.

Search Terms means the phrases and words typed into the query box on a Search Engine and which are targeted as likely to improve the visibility of Links and Search Ranking.

SEO means search engine optimisation being the development and implementation of methods, techniques, plans and strategies designed to:
(a) increase the ranking of Links on Search Engines; and
(b) maximise the number Qualified Leads or Qualified Sales.

Services means the services as are more particularly detailed in the IO or as may be expressly agreed in writing by the Parties from time to time. The Services to be provided by ACQUIRE DIGITAL LTD shall fall into one, some or all of the following categories; (1) Affiliate Marketing, (2) Media Buying, (3) Paid Search, (4) SEO.

Term means the period from the Commencement Date to the Termination Date.

Termination Date means the date on which this Agreement terminates in accordance with its terms.

Tracking means the process of identifying and reporting the number of Website Users that become Qualified Leads or Qualified Sales as a result of the provision of the Service.

Website means a group of connected pages of the World Wide Web.

Website User means a person accessing or viewing a Website.

Written Approval means either:
(a) a letter or purchase order on headed paper bearing the
signature of an Authorised Person; or
(b) an email sent from the business email address of an Authorised
Person.

2.1 The Client hereby appoints ACQUIRE DIGITAL LTD to provide, and ACQUIRE DIGITAL LTD shall provide, the Services to the Client during the Term in accordance with this Agreement.
2.2 This Agreement shall commence on the Commencement Date and continue until the Termination Date.
2.3 The provision of all Services by ACQUIRE DIGITAL LTD shall be subject to this Agreement which shall be to the exclusion of any and all terms and conditions which the Client may seek to impose. This is an exclusive relationship whereby no other entity may take over the service stated in the IO.
2.4 No Agreement nor any individual IO or changes thereto shall be binding on ACQUIRE DIGITAL LTD unless and until signed by an Authorised Person on its behalf.
2.5 In the event of any conflict between these terms and conditions and the IO, the latter shall prevail.

3.1 In consideration of the payment of the Fees, Commission and all other sums due to it under this Agreement ACQUIRE DIGITAL LTD will provide the Services to the Client during the Term as agreed.
3.2 ACQUIRE DIGITAL LTD shall provide such administrative, project and account management services as it sees fit in order to provide the Services and as an inherent part of the Services.
3.3 The Parties may from time to time and with the express Written Approval of an Authorised Person of each Party review and vary the IO. Such variation shall (in the absence of agreement to the contrary) take effect from the date on which Written Approval is granted by both Parties.
3.4 In the event that the Parties are unable to agree on any proposed variation to the IO, this Agreement shall continue in full force and effect in accordance with the current IO unless and until terminated in accordance with clause 14.
3.5 The Client agrees and acknowledges that Approval of the Client to the IO shall be the authority for ACQUIRE DIGITAL LTD to purchase any third party services or otherwise make any third party expenditure for which the Client shall be liable (including but not limited to Advertising from any Affiliate or other third party on such terms as ACQUIRE DIGITAL LTD considers appropriate in order to provide the Services). 3.6 ACQUIRE DIGITAL LTD shall provide the Services with reasonable skill and care. Time for the provision of the Services shall not be of the essence.

4.1 The Parties shall communicate and meet to discuss the Services on a regular basis or otherwise as desirable from time to time.
4.2 The Client shall provide ACQUIRE DIGITAL LTD with all such information, instruction and assistance as ACQUIRE DIGITAL LTD may require in order to provide the Services and shall do so promptly. The Client shall ensure that all information, data and facts provided to ACQUIRE DIGITAL LTD including but not limited to those relating to the Client Products are accurate, complete and up to date.
4.3 ACQUIRE DIGITAL LTD shall not be liable for any losses, costs, claims, damages, liabilities or expenses arising from the use of or reliance on any information, data or any other Client Materials whatsoever, any inaccuracy, insufficiency, error or omission in the same or otherwise as a result of a failure by the Client to comply with its obligations under this clause 4. ACQUIRE DIGITAL LTD shall accordingly take all information provided to it on face value and shall not be required to undertake any verification exercise with regard to the same.
4.4 ACQUIRE DIGITAL LTD shall not be responsible for any delay in the provision of Services resulting from the lack of availability of an Authorised Person to provide approval or other delay outside the reasonable control of ACQUIRE DIGITAL LTD.
4.5 To the extent necessary for the provision of the Services the Client shall provide to ACQUIRE DIGITAL LTD the details of such third party service providers with which the Client has a commercial arrangement. The Client shall however be responsible for ensuring that any such third parties do not hinder and act in willing co-operation with ACQUIRE DIGITAL LTD in its provision of the Services. ACQUIRE DIGITAL LTD shall use reasonable endeavours to cooperate with other commercial partners of the Client as shall be reasonably necessary for the provision of the Services (including but not limited to creative agencies and other consultancy service suppliers) but in the event that ACQUIRE DIGITAL LTD acting reasonably determines that such cooperation will not have any beneficial effect on the provision of the

Services then nothing shall oblige ACQUIRE DIGITAL LTD to enter into or maintain any such Client partner co-operation.
4.6 No material or content on the Client Website shall be offensive, obscene, misleading, untrue or may in the reasonable opinion of ACQUIRE DIGITAL LTD prejudice the reputation or good standing of ACQUIRE DIGITAL LTD or any of its clients and ACQUIRE DIGITAL LTD reserves the right to decline to provide the Services to the Client at any time in the event that the Client’s Website contains any such materials from time to time without liability on the part of ACQUIRE DIGITAL LTD.

5.1 Consideration for the provision of the Services shall be in the form of and accordingly the Client shall pay to ACQUIRE DIGITAL LTD: (a) the Fees;
(b) the Commission;
(c) all additional costs, expenses and charges including

where relevant all third party costs;
(d) any or all of the above; and
in each case as shall be as detailed in the IO.
5.2 All Fees shall be paid by the Client to ACQUIRE DIGITAL LTD on a monthly basis for each calendar month or part thereof (on a pro-rata basis) in which the Services are provided and in accordance with the IO. Should the program be paused or the tracking not display accurate results, ACQUIRE DIGITAL LTD will charge an average fee based on the last 12 months of invoices until the program is un-paused or the tracking is working correctly again.
5.3 All Commission and all third party fees, costs and charges shall be paid by the Client to ACQUIRE DIGITAL LTD in advance and in accordance with the IO.
5.4 ACQUIRE DIGITAL LTD shall also be entitled to retain such percentage of rebates, discounts or incentives offered to it by its suppliers including but not limited to in respect of Advertising purchased.
5.5 Where applicable to the Services and the calculation of Commission as detailed in the IO, ACQUIRE DIGITAL LTD shall report to the Client within the first week of each calendar month or at such other times as the Parties may expressly agree in writing, the number of Qualified Leads and Qualified Sales (or such other management information or data as may be relevant to the Fees and Commission) generated within the previous calendar month.
5.6 If as a result of the Qualified Leads or the Qualified Sales generated there is a shortfall between the amount of Commission paid in advance in accordance with clause 5.3 and the actual amount of Commission due then the Client shall pay to ACQUIRE DIGITAL LTD such shortfall in Commission as may be outstanding to ACQUIRE DIGITAL LTD on receipt of the invoice raised in respect of the shortfall. In the event of an over pre-payment of Commission under clause 5.3 when calculated against the number of Qualified Leads or Qualified Sales generated, such overpayment shall be retained by ACQUIRE DIGITAL LTD and deducted from any pre- paid Commission due for the following month.
5.7 The Client hereby grants to ACQUIRE DIGITAL LTD the right to use and apply such software, monitoring and Tracking systems as ACQUIRE DIGITAL LTD may require in order to establish the relevant number of hits, transactions, impressions, closures or such other issues as may be necessary in order to establish the correct number of Qualified Leads and Qualified Sales as relevant for the purposes of calculating the Commission due to it and further the Client shall apply such software code to the Client Website as shall reasonably be required in order to facilitate the same. ACQUIRE DIGITAL LTD reserves the right to withdraw the Services or any part of them in the event that the Client fails to comply with its obligations under this clause 5.7.

6.1 ACQUIRE DIGITAL LTD shall raise invoices on a monthly basis to reflect the sums due and payable in accordance with clause 5 but reserves the right to raise such invoices more frequently in such circumstances as it shall reasonably require.
6.2 The Client shall pay the full amounts set out in all invoices issued pursuant to clause 6.1 within such period as may be specified in any such invoice or in the event that no such date is stipulated within 30 days of the date of invoice except that nothing shall preclude the obligation of the Client to pay Commission in advance. The payment will be billed and work started from the date signed by the client, which will overrule the ‘Start Date’ on the contract should there be a difference of more than 7 days.
6.3 All sums referred to in this Agreement or subsequently agreed between the Parties are exclusive of VAT and all other taxes, levies, fees and charges in each case validly payable pursuant to local laws, customs, regulations or otherwise imposed pursuant to or based on the provision of the Services by ACQUIRE DIGITAL LTD. Such sums shall be paid by and are the sole responsibility of the Client.
6.4 The Client shall indemnify ACQUIRE DIGITAL LTD in full in respect of any and all costs, claims, losses, damages, liabilities, fines and expenses which ACQUIRE DIGITAL LTD may incur or suffer and which result from a failure by the Client to pay VAT or any other taxes, levies, fees or charges in each case which are validly payable by the Client or a failure otherwise to comply with clause 6.3.
6.5 Without prejudice to its other rights and remedies ACQUIRE DIGITAL LTD shall be entitled to charge interest on overdue sums at the rate of £25 per day from the due date for payment to the actual date of payment (both dates inclusive) whether before or after judgment. This can be charged at any time, including after the contract has expired or been terminated by either party.

7.1 The Client agrees and acknowledges that it shall not (without the express Written Approval of ACQUIRE DIGITAL LTD) during the Term of this Agreement enter into any agreement, contract or other commercial arrangement with any Affiliate or third party for the supply of services which compete with the Services.
7.2 The Client agrees that where it is in breach of clause 7.1 ACQUIRE DIGITAL LTD shall be entitled to payment from the Client of such Fees and Commission that would have been payable to ACQUIRE DIGITAL LTD had ACQUIRE DIGITAL LTD been instructed to provide the Client with those services provided by the Affiliate or third party.

8.1 The cost to ACQUIRE DIGITAL LTD of purchasing Advertising or other media, materials or services from overseas together with any other third party costs may be greater or less than the cost anticipated or quoted at the date when ACQUIRE DIGITAL LTD ordered the relevant Advertising, media, materials or services (or obtained the Approval of the Client for such costs) as a result of fluctuations in the rate of currency exchange. ACQUIRE DIGITAL LTD shall invoice the Client for and the Client shall pay the true cost to ACQUIRE DIGITAL LTD (in British Pounds Sterling) of any such Advertising, media, materials or services.

8.2 ACQUIRE DIGITAL LTD shall promptly inform the Client as soon as is reasonably practicable after receiving knowledge of any substantial changes in the costs of Advertising media, materials or other services as a result of fluctuations in the rate of currency exchange.

9.1 Without prejudice to its obligations under this Agreement ACQUIRE DIGITAL LTD shall effect and maintain with reputable insurers a policy or policies of Professional Indemnity Insurance with a limit of not more than £1,000,000 (one million pounds) per annum. Upon the Client’s reasonable request ACQUIRE DIGITAL LTD shall provide the Client with all such documentation as is necessary to prove ACQUIRE DIGITAL LTD’S continuing compliance with its obligations to insure under this clause 9.

10.1 The Client hereby grants to ACQUIRE DIGITAL LTD a non-exclusive, worldwide, royalty-free, transferable, perpetual license to use all information, data and materials, including but not limited to the Client Materials as the Client may supply to ACQUIRE DIGITAL LTD from time to time for use in the provision of the Services (including, without limitation in Advertising on Affiliate Websites and for linking the Client Website to such third party sites as ACQUIRE DIGITAL LTD shall in its discretion determine).
10.2 The Client shall fully and effectively indemnify ACQUIRE DIGITAL LTD against any and all costs, claims, losses, damages, liabilities, fines and expenses resulting from any third party claim (including, without limitation, infringement of that third party’s IPR) brought against ACQUIRE DIGITAL LTD of any nature whatsoever arising from any use by ACQUIRE DIGITAL LTD or Affiliates of Client Materials in accordance with this Agreement.

10.3 The Parties hereby agree and acknowledge that:
(a) any and all IPR in existence on the Commencement Date shall
remain vested in and owned by the Party in whom the IPR
vested in and was owned by on the Commencement Date; and
(b) any and all IPR created by ACQUIRE DIGITAL LTD pursuant to the provision of the Services shall vest in and be solely owned by ACQUIRE PERFORMANCE
MARKETING.
10.4 If during the Term, either Party becomes aware of any threatened or unauthorised use of Client Materials or any infringement or potential infringement of its own or the other Party’s IPR the Party so aware shall immediately notify the other in writing, setting out the facts in reasonable detail.

11.1 The Parties shall not during or after the Term, disclose without the other’s express prior written permission any Confidential Information of the other Party obtained pursuant to the provision of the Services or otherwise.
11.2 The Parties shall use all reasonable endeavours to procure the compliance with this clause 11 by their officers, employees, consultants and contractors. Upon a reasonable written request by the Client, ACQUIRE DIGITAL LTD shall also use reasonable endeavours to obtain written assurances (containing obligations of confidentiality substantially similar to those contained in this clause 11) from any third parties to whom Confidential Information has to be disclosed in order to enable ACQUIRE DIGITAL LTD to carry out its obligations under this Agreement.

11.3 For the avoidance of doubt, the provisions of this clause 11 shall not prevent:
(a) the disclosure or use of Confidential Information in the proper performance of ACQUIRE DIGITAL LTD’s duties pursuant to this Agreement;
(b) the disclosure of Confidential Information if required by law;
(c) the disclosure of Confidential Information which has come into the public domain otherwise than through unauthorised
disclosure by either Party; and the Client agrees and acknowledges that nothing in this Agreement shall affect ACQUIRE DIGITAL LTD’s right to use as it sees fit any general marketing or Advertising intelligence gained by ACQUIRE DIGITAL LTD in the provision of the Services to the Client or its other clients.
11.4 Neither Party shall make any announcement relating to this Agreement or its subject matter without the prior written approval of the other Party except as may be required by law or by any legal or regulatory authority except that ACQUIRE DIGITAL LTD shall be permitted to use such logos, names and trademarks of the Client on its Website for publicity purposes and in such other publicity as it shall reasonably require from time to time.
11.5 The Client shall be responsible for compliance with the Data Protection Act 1998 together with all related and subordinate legislation (the “DPA”) and acknowledges that for the purposes of the DPA the

Client shall be a Data Controller and ACQUIRE DIGITAL LTD shall be a Data Processor in relation to all uses and processing of Personal Data in connection with this Agreement (in each case the terms used being as defined in the DPA).
11.6 Without prejudice to the generality of clause 11.5, to the extent that ACQUIRE DIGITAL LTD acts as a Data Processor in connection with this Agreement then ACQUIRE DIGITAL LTD shall put in place and maintain reasonable and appropriate technical and organisational measures against unauthorised access or unlawful processing of Personal Data and shall only process the Personal Data in accordance with the reasonable instructions of the Client for the purposes of performing its obligations under this Agreement.

11.7 The Client shall ensure that any Personal Data which it discloses or supplies to ACQUIRE DIGITAL LTD has been obtained fairly and lawfully and that it has obtained all necessary consents and otherwise complied with the DPA to enable it to properly and lawfully disclose the Personal Data to ACQUIRE DIGITAL LTD and further shall indemnify ACQUIRE DIGITAL LTD against any costs, claims, damages and expenses incurred by ACQUIRE DIGITAL LTD as a result of any breach by the Client of this clause 11.7 or clause 11.5.

12.1 The Client warrants that to the best of its knowledge, information and belief all information supplied to ACQUIRE DIGITAL LTD including but not limited to information regarding any Client Product before and during the Term is accurate and complete.
12.2 Each Party hereby warrants and represents to the other that:
(a) it has the power and authority to enter into this Agreement andfully perform its obligations hereunder; and

(b) to the extent relevant in accordance with the legislation it is properly registered under (where appropriate) and has and will comply with all requirements of the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any applicable codes of practice issued by the Information Commissioner from time to time in relation to processing of Personal Data in connection with this Agreement.
12.3 The Client expressly agrees and understands that any targeted or projected figures or numbers produced by ACQUIRE DIGITAL LTD regarding sales or any other performance related information are estimates only and that these are matters which are ultimately beyond ACQUIRE DIGITAL LTD’s control. Accordingly, no warranty is given by ACQUIRE DIGITAL LTD as to the accuracy of such estimates or as to the figures actually occurring and no liability shall attach to ACQUIRE DIGITAL LTD in respect of any losses suffered by the Client or by any third party by reason of the Client’s reliance on such estimates.

13.1 Without prejudice to clause 13.5 the liability of ACQUIRE DIGITAL LTD howsoever arising in respect of this Agreement shall be limited in each Year to the greater of the following amounts: (a) the aggregate Fees and Commission paid by the Client to ACQUIRE DIGITAL LTD for that Year; or
(b) £50,000 (fifty thousand pounds);
and for the purpose of this clause 13.1 “Year” shall mean the period of twelve months immediately preceding the date on which the event giving rise to the liability occurred.

13.2 The Parties hereby expressly acknowledge that they consider the limitation of liabilities and the allocation of risk as set out in this Agreement to be reasonable, taking into account the relative negotiating strength of each Party, the nature of the Services to be provided, the cost of the Services and the fact that elements of the Services to be provided are subject to factors which are beyond the control of ACQUIRE DIGITAL LTD, the potential liabilities which may be incurred and the risks of such liabilities being incurred.
13.3 Without prejudice to clause 13.5, in no event shall ACQUIRE DIGITAL LTD be liable in contract, tort (including negligence), breach of statutory duty or otherwise howsoever arising in respect of:

(a) any direct loss of profit; or
(b) any direct loss of actual or anticipated income or
savings; or
(c) any increased costs or expenses;
(d) any indirect or consequential loss or damage however caused
including but not limited to;
(i) any indirect loss of actual or anticipated profit; (ii) any indirect loss of anticipated income;
(iii) loss of business;
(iv) loss of goodwill or loss of or damage to reputation;
(v) loss of contracts;
(vi) loss of anticipated savings;
(vii)loss of opportunity;
(viii) loss of, damage to or corruption of data; or
(ix) any other special, indirect or consequential loss or damage of any kind whatsoever, howsoever arising; and in each case whether or not such loss or damage is foreseeable, foreseen or known. The sub-clauses of this clause 13.3 are intended by the Parties to be distinct and severable.
13.4 If ACQUIRE DIGITAL LTD is prevented or delayed from performing any of its obligations under this Agreement due to any act or omission of or caused by the Client then, notwithstanding anything else contained in this Agreement:
(a) ACQUIRE DIGITAL LTD shall not be liable for non-performance or delay in performance of its obligations hereunder to the extent that such delay or non-performance is due to any act or omission of the Client; (b) if as a result ACQUIRE DIGITAL LTD is unable to perform its obligations, this shall not exclude or limit the Client’s obligation to pay the Fees, Commission and all other costs, expenses and charges set out in clause 5.1; and
(c) the Client shall pay to ACQUIRE DIGITAL LTD a reasonable sum in respect of any additional time and effort spent by employees or officers of ACQUIRE DIGITAL LTD in preparation for providing Services to the Client on a time and materials basis.
13.5 Nothing in this Agreement shall exclude or in any way limit the liability of either Party for fraud or for death or personal injury caused by its negligence or any other liability to the extent that such liability may not be excluded or limited as a matter of law.
13.6 Nothing in this Agreement shall operate so as to exclude or limit the liability of the Client to pay the Fees or the Commission in accordance with clauses 5 and 6.
13.7 The Parties agree that any condition, warranty, representation or other term concerning the performance of the Services which might otherwise be implied or incorporated into this Agreement whether by statute, common law or otherwise is excluded to the maximum extent permitted by law.
13.8 The Client acknowledges that the Services are of a nature which involve the use of the Internet which cannot be guaranteed to be secure. Accordingly, risk of data corruption, infringement of Client IPR, security breach and piracy howsoever arising shall remain with the Client.

14.1 Either Party may terminate this Agreement in accordance with the timings outlined in the IO. All contracts are a minimum of 18 months unless otherwise stated. 60 days notice must be given prior to the client signature date to terminate the contract at the end of the term, unless stated differently on the IO. Contracts will automatically renew unless the above notice is given. Contracts may not be terminated early without written agreement from ACQUIRE DIGITAL LTD. Pausing the programme or removing key affiliates to cause a drop in performance during the term, which causes a drop off in ACQUIRE DIGITAL LTD’s fees will result in ACQUIRE DIGITAL LTD billing an average of the last 12 months(or if fewer than 12 managed months, an average of months managed) as a monthly cost until the programme is reinstated back to its full potential (unless agreed with ACQUIRE DIGITAL LTD in writing). The amount of months paused for will then be added to the end of the contract. Upon pausing, ending or should there be a termination of the contract, validations must be up to date to ensure ACQUIRE DIGITAL LTD is paid for the sales they drove during the contracted period.

14.2 Either Party may terminate this Agreement forthwith by notice in writing to the other if the other Party:
(a) is in material breach of this Agreement and in the case of a breach capable of remedy, fails to remedy such breach within 30 days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it; or
(b) (being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or
(c) (being a partnership or other unincorporated association) is dissolved or (being a natural person) dies or becomes bankrupt; or
(d) becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or
(e) has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or
(f) ceases, or threatens to cease, to carry on business; or
(g) if anything similar to or analogous with any of the foregoing occurs in any jurisdiction.
14.3 ACQUIRE DIGITAL LTD shall be entitled to terminate this Agreement with immediate effect or may suspend performance of or terminate a Service or all Services by serving written notice on the Client if:
(a) the Client fails to make payment of any sum due or payable to ACQUIRE DIGITAL LTD by the due date for payment;
(b) ACQUIRE DIGITAL LTD reasonably considers that the Client is in breach of clause 4.2; or
(c) ACQUIRE DIGITAL LTD is unable to obtain
credit insurance (to its reasonable satisfaction) in respect of the Client and advance payments or suitable guarantees have not been made available by the Client within 30 days after ACQUIRE DIGITAL LTD’s written request or otherwise if ACQUIRE DIGITAL LTD acting reasonably has any reason to doubt the creditworthiness of the Client. During the period between ACQUIRE DIGITAL LTD’s request for advance payments and suitable guarantees and the earlier of either the Client providing them to the satisfaction of ACQUIRE DIGITAL LTD or the Termination Date, all ACQUIRE DIGITAL LTD’s obligations pursuant to this Agreement will be suspended.
14.4 Following the service by either Party of a notice of intention to terminate this Agreement, the Client shall remain liable to pay all sums due in respect of Services provided, Fees, Commission earned and expenditure and costs incurred by ACQUIRE DIGITAL LTD during the Term.
14.5 Upon the termination or expiry of this Agreement:
(a) all rights and obligations of the Parties under this Agreement
shall automatically terminate except for such rights of action as shall have accrued prior thereto and clauses 5, 6, 8, 10, 11, 12, 13, 14 and 17 which shall survive any such termination;
(b) subject to payment by the Client of all sums payable to ACQUIRE DIGITAL LTD pursuant to this Agreement, ACQUIRE DIGITAL LTD will provide the Client with reasonable assistance in transferring, subject to the approval of third parties where required, all reservations, contracts and arrangements with Affiliates or other third parties for Advertising with the benefit of and subject to, all rights and claims attaching thereto provided that the Client shall pay ACQUIRE DIGITAL LTD for the time and effort which it expends in so doing on a time and materials basis and subject to the Client procuring such consents and licenses as may be required.

15.1 The failure of either Party to enforce or to exercise at any time or for any period any term of or any right pursuant to this Agreement shall not be construed as a waiver of any such term or right and shall in no way affect that Party’s right to enforce or exercise it.
15.2 No waiver in connection with this Agreement shall in any event be effective unless it is in writing, refers expressly to this clause, is duly signed by or on behalf of the Party granting it and is communicated to the other Party.

16.1 Neither Party shall be liable for any failure to perform or delay in performance of any of its obligations (save for payment and indemnity obligations) under this agreement caused by an Event of Force Majeure.
16.2 The Party claiming the Event of Force Majeure shall promptly notify the other Party in writing of its reasons for the delay or stoppage and its likely duration and shall take all reasonable steps to overcome the delay or stoppage.
16.3 If the Party claiming the Event of Force Majeure has complied with clause 16.2, its obligations under this Agreement shall be suspended for the period that the Event of Force Majeure continues and (subject to clause 16.4 (c) the Party will have an extension of time for performance of such obligations equal to such period.
16.4 As regards the delay or stoppage arising from the Event of Force Majeure:
(a) any costs arising from such delay or stoppage shall be borne by
the Party incurring those costs;
(b) the Party claiming the Event of Force Majeure shall take all
reasonable steps necessary to bring that event to a close or to find a solution by which its obligations under this Agreement may be performed despite the Event of Force Majeure; and
(c) if the Event of Force Majeure continues for more than 30 consecutive days, either Party may terminate this Agreement with immediate effect on giving written notice to the other Party and (subject to the provisions of clause 14) neither shall be liable to the other for such termination.

17.1 If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. The Parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
17.2 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely on or enforce any term of this Agreement but this does not affect any remedy or right of a third party which exists or is available apart from that Act.
17.3 Unless this Agreement expressly states otherwise no right or obligation arising under it (or any document entered into pursuant to or in connection with it) may be sub-licensed, assigned, transferred or otherwise disposed of or subcontracted or otherwise vicariously performed, in whole or in part by the Client without the prior written agreement of ACQUIRE DIGITAL LTD.
17.4 This Agreement constitutes the entire agreement and understanding of the Parties and supersedes any previous agreement between the Parties relating to the subject matter of this Agreement.
17.5 The Parties agree that neither of them have been induced to enter into this Agreement in reliance upon any warranty, representation, statement, agreement or undertaking of any kind (whether negligently or innocently made) of any person other than as expressly set out in this Agreement. The only remedy available to the Parties for breach of the warranties shall be for breach of contract under the terms of this Agreement. Nothing in this clause shall however operate to limit or exclude any liability for fraud.
17.6 No variation of this Agreement or of any of the documents referred to in it shall be valid unless in writing and signed by or on behalf of the Parties by an Authorised Person.
17.7 Each Party shall do and execute or arrange for the doing and executing of any other act and document reasonably requested of it by the other Party to implement and give full effect to the terms of this Agreement.
17.8 This Agreement shall be governed by and construed in accordance with the law of England and Wales.
17.9 Each Party irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England and Wales over any claim or matter arising under or in connection with this Agreement or the legal relationships by this Agreement except with regard to enforcement in which case jurisdiction of the English Courts shall be non-exclusive.
17.10 ACQUIRE DIGITAL LTD shall be entitled to perform any of its obligations undertaken by it and to exercise any of the rights granted to it under this Agreement through any other company which at the relevant time is its associated company or subsidiary (as defined by section 416 of the Income and Corporation Taxes Act 1998 and section 1159 of the Companies Act 2006 respectively) or the subsidiary of any such associated company or through any joint venture arrangement. Further, ACQUIRE DIGITAL LTD shall be entitled to freely appoint any subcontractor, agency or other service provider to provide any of the Services.

The following Service specific terms shall apply to each of the following Services as appropriate and to the extent that such particular Service shall be provided by ACQUIRE DIGITAL LTD to the Client. The following terms shall be in addition to the standard terms and conditions as set out in the Agreement and are not intended in any way to be used in place of any of the foregoing provisions:

A Affiliate Marketing

A.1 The charges for Affiliate Marketing may be based on a Fee basis or a Commission basis or both and the detail of such payment arrangement shall be as set out in the IO. Commission may be calculated on the basis of Qualified Leads or Qualified Sales (or both).
A.2 ACQUIRE DIGITAL LTD shall on request provide to the Client (in a manner as may be reasonably agreed between the Parties) the estimated number of Qualified Leads or Qualified Sales that may be generated further to the provision of Affiliate Marketing. All such information regarding the number of Qualified Leads or Qualified Sales is provided strictly for information purposes only and shall not under any circumstances be binding or guaranteed. Accordingly, the Client shall not rely on such information provided in accordance with this provision A.2 and under no circumstances shall ACQUIRE DIGITAL LTD be liable as a result of any failure to achieve such levels nor for any costs, claims, damages, liabilities or expenses incurred by the Client as a result of the Client relying on the same.

B Media Buying

B.1 ACQUIRE DIGITAL LTD shall on request provide to the Client (in a manner as may be reasonably agreed between the Parties) details of Advertising purchased, including the size, type, prominence, duration and cost of any such Advertising.
B.2 ACQUIRE DIGITAL LTD shall use reasonable endeavours to negotiate the purchase of Advertising from Affiliates or third parties on terms broadly favourable to the Client and on request shall provide copies of any relevant rate cards, contracts or agreements procured pursuant to the provision of the Media Buying Service.

B.3 ACQUIRE DIGITAL LTD shall advise the Client as soon as is reasonably practicable of any changes in the estimated or actual cost of Advertising or any changes in IOs or other work in respect of which the Approval of the Client has been granted for the purposes of Media Buying.

C Paid Search and Search Engine Optimisation

The following terms under this section C shall apply to the provision of both Paid Search and to SEO Services.
C.1 ACQUIRE DIGITAL LTD does not and cannot under any circumstances guarantee the success or otherwise of any SEO or Paid Search and the Client acknowledges that the provision of SEO and Paid Search incorporates and is dependant on factors which are beyond the control of ACQUIRE DIGITAL LTD and which are entirely subject to third party action, including but not limited to Search Engine algorithms, Client competitor action, proliferation and popularity of key words used by Client competitors and in the case of Paid Search the costs and charges paid by and raised by such third parties. The Client acknowledges that the Search Rankings achieved though the provision of SEO and Paid Search as the case may be may go up or go down at any time and without notice and that ACQUIRE DIGITAL LTD does not give any warranty or otherwise represent that the Client’s Website will achieve a favourable position or any particular Search Ranking. ACQUIRE DIGITAL LTD shall not be responsible for any URLs which are dropped or excluded by any Search Engine for any reason.
C.2 ACQUIRE DIGITAL LTD does not and cannot under any circumstances guarantee that any given number of Qualified Leads or Qualified Sales will be generated or achieved or that results will be achieved within any given timescale and the provision of SEO or Paid Search shall in no way guarantee or imply that ACQUIRE DIGITAL LTD is able to achieve any predicted or desired sales figures the risk in which shall remain vested in the Client.
C.3 The Client acknowledges that the provision of SEO and Paid Search Services and results which the same generate shall be dependent upon the Search Terms which the Client shall provide to ACQUIRE DIGITAL LTD. Accordingly, the Client shall provide to ACQUIRE DIGITAL LTD all Search Terms which the Client requests be used for the purposes of SEO or Paid Search as the case may be and ACQUIRE DIGITAL LTD shall take such Search Terms on face value.
C.4 The Client shall provide to ACQUIRE DIGITAL LTD all information including but not limited to all data, statistics, conversion rates and other information howsoever relating to or impacting upon the Fees and Commission as may be reasonably requested by ACQUIRE DIGITAL LTD and in doing so shall ensure that all information, data and facts provided to ACQUIRE DIGITAL LTD are accurate and up to date and are provided in a timely manner.
C.5 The Client acknowledges that the provision of the SEO will involve the provision of the Client’s Website address together with its name, logo, trade mark and other identifying features to third parties for the purposes of proliferation of the Client’s Website address via Links on such third party Websites. The provision of such Links and other information is intended to achieve but cannot guarantee increased exposure for the purposes of SEO. Accordingly the Client grants to ACQUIRE DIGITAL LTD a non-exclusive, worldwide, royalty-free, transferable, perpetual license to use such Client IPR including the Client’s Website address for the purposes of providing the same to third parties for inclusion on any third party Websites by way of a Link and which shall include but is not limited to provision of such Client IPR to Search Engines when purchasing Search Facilities as ACQUIRE DIGITAL LTD shall determine is necessary or desirable in the provision of SEO. ACQUIRE DIGITAL LTD does not make any assurances regarding the third party Websites on which the Client’s Website address may appear by way of a Link and accordingly under no circumstances will ACQUIRE DIGITAL LTD be liable for any losses, claims, damages, costs, liabilities, expenses or otherwise arising from the use by a third party of the Client’s Website address or other information by any person whatsoever.
C.6 ACQUIRE DIGITAL LTD shall have no liability whatsoever for any costs, claims, damages, liabilities or expenses arising as a result of any delay in the provision of or lack of availability of the SEO or Paid Search Services as a result of downtime or loss of service of any Search Engine or other third party service on which the SEO or Paid Search as the case may be is dependant or for any loss of Service, unavailability of files, loss of data or misuse of the Client Website by Website Users.
C.7 For the purposes of SEO and subject to the provision of the same being provided for in the IO, ACQUIRE DIGITAL LTD shall make such recommendations as it shall see fit with regard to changes in the Client Website with a view to enhancement of the results of the SEO. The Client shall be entirely responsible at its cost, for the implementation of such recommendations either itself or by procuring such implementation through its third party service providers. Under no circumstances shall ACQUIRE DIGITAL LTD be liable for any costs, claims, damages, liabilities, expenses, search result outcome or any other issues whatsoever as a result of the Client’s failure to implement the recommended changes or as a result of any delay whatsoever in doing so and the Client acknowledges that the implementation of the recommended changes shall be time critical. The Client further acknowledges and understands that there may be a change to the Fees and Commission which are due and payable to ACQUIRE DIGITAL LTD as a result of any such failure or delay for which the Client shall be solely responsible. The Client shall also be solely responsible for the cost of any and all ongoing enhancements as may be appropriate to the Client Website from time to time.
C.8 The method of charges calculation for SEO may be based on an all Fee arrangement or may be based on a performance based Commission which may be based on a Qualified Lead or Qualified Sale basis (which for the avoidance of doubt shall not exceed more than 50% (fifty percent) of the total remuneration for SEO Services) in each case as set out in the IO. In the event that the Client fails to take all action as is reasonably required by ACQUIRE DIGITAL LTD to maximise success of performance generated charges, including but not limited to any failure or any delay in implementing any recommendations with respect to the Client Website as referred to at clause C.7 above then ACQUIRE DIGITAL LTD reserves the right to revert at any time to a full all Fee arrangement for the provision of the SEO Service.

C.9 Any implementation or delay or failure therein by the Client with respect to any Client Website recommendations made by ACQUIRE DIGITAL LTD shall not in any way prejudice the obligation of the Client to pay all Fees and Commission to ACQUIRE DIGITAL LTD which the Client incurs for Services performed by ACQUIRE DIGITAL LTD during the period in which the Client implements (or fails to implement) such recommendations in accordance with the IO.
C.10 ACQUIRE DIGITAL LTD shall not engage in any tactic or method which it determines is unethical or otherwise inappropriate in order to achieve enhanced Search Rankings in the event that the Client requests ACQUIRE DIGITAL LTD to undertake the same.

C.11 ACQUIRE DIGITAL LTD reserves the right to determine the number and type of Search Terms per Client Website page.
C.12 ACQUIRE DIGITAL LTD does not give any guarantee about the text or any sentence fragments which may appear as a result of SEO or Paid Search nor does it warrant or represent that the use of the results will be correct, accurate or reliable.