Terms and Conditions

2.1

These Terms & Conditions as set out on the Website apply to and form part of the Contract between Trade House and the Publisher. They supersede any previously issued terms and conditions of purchase or supply.

2.2

No terms or conditions endorsed on, delivered with, or contained in the Publisher's purchase conditions or other document shall form part of the Contract except to the extent that Trade House otherwise agrees in writing.

2.3

No variation of these Terms & Conditions or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of Trade House.

2.4

No binding obligation to perform any Services shall arise, until the earlier of:

1. Trade House's written acceptance of the Master Services Signature Document signed by the Publisher; or
2. Trade House performing the Services or notifying the Publisher that they are ready to be performed.

2.5

The Contract shall commence on the date of the Master Service Signature Document and shall continue for a period of 12 months unless terminated in accordance with the Contract or by either Party by giving 20 Business Days written notice to the other Party prior to the end of the current 12 month period. In the event that such notice is not received 20 Business Days prior to the end of the current 12 month period, the Contract will renew to a subsequent 12 month period.

2.6

Further to clause 2.5, upon the expiration of the first 3 months of the initial 12 month period, the Publisher may give one weeks' notice to Trade House to terminate the Contract. In the event that the Publisher does not give such notice to Trade House within one week of the expiration of the first 3 months of the initial 12 month period, the Term of the Contract shall continue in accordance with clause 2.5.

2.7

Trade House may issue quotations to the Publisher from time to time. Quotations are invitations to treat only. They are not an offer to perform the Services and are incapable of being accepted by the Publisher.

2.8

Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.

3.1

The Specification of the Services to be provided to the Publisher by Trade House is set out in the Master Services Signature Document.

3.2

Trade House shall, in its sole discretion, determine the Advertisers and the Advertising Material to be placed on the Trade House Server and to be displayed on the Publisher Properties.

3.3

Trade House shall take into consideration the Block List, as provided for in clause 4.1, when determining the Advertisers and the Advertising Material to be placed on the Trade House Server and to be displayed on the Publisher Properties.

3.4

The Publisher acknowledges and agrees that Trade House accepts no responsibility as to the content of Advertising Materials owned by an Advertiser.

4.1

The Publisher shall have the right to provide Trade House with a list of advertisers and/or advertising material and/or categories of advertisements which shall not be delivered to the Trade House Server and shall not be classed as an Advertiser or Advertising Material (as applicable) for the purposes of the Contract (a "Block List").

4.2

In the event that the Publisher provides Trade House with a Block List in accordance with clause 4.1, Trade House shall use reasonable endeavours to ensure that none of the advertisers and/or advertising material and/or categories of advertisements listed on the Block List shall be an Advertiser or Advertising Material (as applicable) for the purposes of the Contract;

4.3

The Publisher agrees to place the Trade House Code onto web pages within the Publisher Properties only as instructed by Trade House in writing. For the avoidance of doubt, the Publisher shall not place the Trade House Code onto web pages within the Publisher Properties without approval in writing by Trade House.

4.4

The Publisher shall not:

1. Alter or modify in any way the Advertising Material without prior consent from Trade House;
2. Artificially and/or fraudulently increase the volume of Impressions and clicks;
3. Place any Advertising Material on a web page that automatically reloads;
4. Require users of the Publisher Properties to click on Advertising Material prior to entering the Publisher Properties or provide incentives of any nature to encourage or require users to click on Advertising Material.

4.5

The Publisher warrants that the Publisher Properties do not and will not at any time during the term of the Contract:

1. Contain any kind of material, information, content or advertising relating to and/or containing indecent, obscene or pornographic materials, obscene or vulgar language, abusive content or content which endorses of threatens physical harm, highly violent language or contents, contents promoting any type of illegal substance or activity, websites that provide incentives of any nature to require or encourage users to click on ad banners (including but not limited to charities and sweepstakes); or
2. Violate any applicable laws.

4.6

In the event that Trade House determines that the Publisher Properties includes any content as set out in clause 4.5.1 or any content that Trade House otherwise deems to be improper or inappropriate ("Offending Publisher Content"), Trade House may terminate the Contract immediately in accordance with clause 16.2.3.

5.1

The Commission shall be as set out in the Master Service Signature Document.

5.2

The Commission and Platform Fees shall be deducted from the Revenue and retained by Trade House in accordance with this clause 5.

5.3

Trade House shall have sole responsibility for calculating the Commission due and compiling the data set out in the Data Dashboard based on the information obtained from each Advertiser Platform.

5.4

When calculating the Commission due, Publisher acknowledges and accepts that Trade House shall not take into account:

1. Any Impressions in respect of which more than 15% of viewings are from users accessing the same IP address; and
2. Any Impressions that the user of the Publisher Properties was unable to view due to technology or software preventing the user from viewing them (such as pop-up blockers);
3. Any Impressions that are deemed fraudulent in Trade House's sole discretion.

5.5

The Revenue, the Commission and the Platform Fees shall be set out in the Data Dashboard in accordance with clause 8.4.

5.6

The Revenue generated during each month, less the Commission and the Platform Fees, shall be paid by Trade House 60 days after the end of the month in which the Revenue was earned and paid for by the Advertisers.

5.7

For the avoidance of doubt, the Publisher acknowledges and agrees that:

1. The Revenue amount due to the Publisher as set out in the Data Dashboard is accurate as at the end of the month in which the Revenue was generated, however, is merely indicative of the Revenue that the Publisher will receive upon the expiration of the 60 day period as set out in clause 5.6;
2. The Revenue due to be paid to the Publisher upon the expiration of the 60 day period as set out in clause 5.6 is subject to global currency fluctuations where relevant;
3. The Revenue that is paid to the Publisher upon the expiration of the 60 day period as set out in clause 5.6 shall be based on the value of any relevant currency and the currency conversion rate available on the day on which the Revenue is paid to the Publisher. The Publisher acknowledges and agrees that the value of the Revenue paid to the Publisher may be less than as was displayed on the Data Dashboard at the end of the month in which the Revenue was generated due to the currency conversion rate available on the day on which the Revenue is paid to the Publisher.

5.8

Trade House reserves the absolute right not to make any payments to the Publisher in the event that the Publisher breaches the Contract.

5.9

Trade House assumes no responsibility for paying income taxes or any other applicable taxes on behalf of the Publisher and the Publisher assumes complete and sole responsibility for any taxes owed by it arising out of or in connection with the Contract.

5.10

Trade House may increase the Commission at any time by giving the Publisher not less than 20 Business Days' notice.

5.11

Notwithstanding clause 5.10, Trade House may increase the Commission with immediate effect by written notice to the Publisher where there is an increase in the direct cost to Trade House of performing the relevant Services and which is due to any factor beyond the control of Trade House.

5.12

Any support requested outside of Trade House's technology will be subject to a £120.00 plus VAT per hour support fee. The Publisher will be notified of any such fee before any work is completed by the Trade House support team.

5.13

The Publisher acknowledges and agrees that Trade House shall not be liable to make any Revenue payments to the Publisher in respect of any Advertising Materials delivered via Publisher Properties which display Offending Publisher Content.

6.1

The Services shall be performed by Trade House as set out in the Master Services Signature Document.

6.2

Time is not of the essence in relation to the performance of the Services.

6.3

Trade House shall not be liable for any delay in or failure of performance caused by:

1. The Publisher's failure to: (i) Make the Publisher Properties available, (ii) Prepare the Publisher Properties in accordance with Trade House's instructions or as required for the performance of the Services or (iii) Provide Trade House with adequate information or instructions for performance or otherwise relating to the Services;
2. Force Majeure.

7.1

A Publisher may access the Website to view Content and use this Website by logging into the Publisher's Account.

7.2

The Publisher agrees to keep the Publisher's password for the Publisher's Account secure and confidential.

7.3

The Publisher will be solely accountable to Trade House for all activities taking place in connection with the Publisher's Account.

7.4

The Publisher is not permitted to use another Publisher's Account.

7.5

The Publisher may edit the Publisher's password and e-mail address for the Publisher's Account by logging into the Publisher's Account.

7.6

Trade House will not be liable to the Publisher for any losses incurred by the Publisher as a result of any unauthorised use of the Publisher's Account.

7.7

Trade House grants the Publisher permission to access and use the Website provided that:

1. The Publisher acts responsibly in using the Website;
2. The Publisher does not alter or modify any part of the Website, including any related technologies or the Trade House Code;
3. The Publisher does not upload any material to the Website through any unauthorised means or technology;
4. The Publisher does not access Content through any unauthorised means or technology;
5. The Publisher does not exploit the Website by accessing or using the Website in connection with any commercial activity without the prior written authorisation of Trade House. Commercial activity includes, but is not limited to:
   • Sale or access to the Website or the Data Dashboard via another website;
   • Sale of advertisements on any website targeted to the Website, the Content or the Data Dashboard;
   • Such other activities that Trade House may specify from time to time.

7.8

The Publisher is prohibited from copying, displaying, or otherwise exploiting the Content on the Website without the prior written consent of Trade House.

7.9

Trade House is not responsible for the websites to which the Website is linked and does not assume any affiliation with any other websites unless expressly stated.

7.10

Trade House will use reasonable endeavours to ensure that the Website and the Data Dashboard run efficiently and are always accessible. However, the Publisher will be notified on the homepage of the Website of any times when the Website or the Data Dashboard may be unavailable due to scheduled maintenance work.

7.11

Trade House will not be responsible for any unscheduled downtime which may occur as a result of the Trade House Servers experiencing technical problems or the need to carry out emergency maintenance work.

7.12

The Publisher acknowledges and agrees that neither Trade House nor any other party has control over the Internet which is a global decentralised network of computer systems. Interruptions to the Website's or the Data Dashboard's availability may occur due to causes beyond the control of Trade House, such as in circumstances where the Trade House Servers experience technical problems or failures of third parties. In these circumstances, Trade House will use its reasonable endeavours to restore access to the Website and the Data Dashboard as soon as reasonably practicable.

8.1

In order to view the Data Dashboard, the Publisher must log into the Publisher's Account.

8.2

Trade House shall have sole responsibility for the calculation of statistics, including but not limited to the number of Impressions and the revenue generated as a result of the Impressions and clicks through the Publisher Properties.

8.3

All statistics relating to the Contract and the Publisher's Account will available to the Publisher via the Data Dashboard.

8.4

The Publisher may use the Data Dashboard to view:

1. Information relating to the Performance of the Publisher's Account;
2. The number, type, and format of the Advertising Materials available on the Publisher Properties;
3. The total number of Impressions available on an individual day on the Publisher Properties;
4. The total number of monetised Impressions;
5. The total number of Impressions not sold and/or passed back;
6. The fill rate, namely the percentage of monetised Impressions against the potential number of sold Impressions;
7. The Revenue for each month;
8. The Commission for each month;
9. The Platform Fees for each month;
10. The Revenue, net of the Commission and the Platform Fees;

8.5

In the event that the Data Dashboard is unavailable to the Publisher due to unscheduled downtime which may occur as a result of the Trade House Servers experiencing technical problems or the need to carry out emergency maintenance work, Trade House shall produce a weekly report containing the information as set out in clause 8.4.

8.6

Any report produced for the Publisher in accordance with clause 8.5 shall be provided to the Publisher in the form of a Microsoft Excel spreadsheet.

8.7

For the avoidance of doubt, the Publisher acknowledges and agrees that the information in relation to Revenue set out via the Data Dashboard, or any relevant weekly report in accordance with clause 8.5, is indicative only as provided for in clause 5.7.

9.1

For the purposes of this clause 9 the expressions 'adequate procedures' and 'associated with' shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

9.2

Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:

1. All of that party's personnel;
2. All others associated with that party; and
3. All of that party's subcontractors;

Involved in performing the Contract so comply.

9.3

Without limitation to clause 9.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

9.4

Each party shall immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 9.

10.1

The Publisher shall indemnify, and keep indemnified, Trade House from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Trade House as a result of or in connection with:

1. The Publisher's breach of any of the Publisher's obligations under the Contract;
2. Any claim related to the violation by the Publisher of any Intellectual Property Rights of third parties;
3. The Publisher's engagement of Trade House for the provision of the Services;
4. Any malfunctioning or technical issues in respect of the Publisher Properties which affect the display of the Advertising Materials.

11.1

The extent of the Parties' liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.

11.2

Trade House will not be liable for any payments due to the Publisher in connection with Revenue that is not received by Trade House from Advertisers.

11.3

Subject to clauses 11.6 and 11.7, Trade House's total liability shall not exceed the value of the Revenue due to be paid to the Publisher in the month period in which any relevant alleged loss is incurred by the Publisher.

11.4

Subject to clauses 11.6 and 11.7, Trade House shall not be liable for consequential, indirect or special losses.

11.5

Subject to clauses 11.6 and 11.7, Trade House shall not be liable for any of the following (whether direct or indirect):

1. Loss of profit;
2. Loss or corruption of data;
3. Loss of use;
4. Loss of production;
5. Loss of contract;
6. Loss of opportunity;
7. Loss of savings, discount or rebate (whether actual or anticipated);
8. Harm to reputation or loss of goodwill.

11.6

The limitations of liability set out in clauses 11.3 to 11.5 shall not apply in respect of any indemnities given by either party under the Contract.

11.7

Notwithstanding any other provision of the Contract, the liability of the Parties shall not be limited in any way in respect of the following:

1. Death or personal injury caused by negligence;
2. Fraud or fraudulent misrepresentation;
3. Any other losses which cannot be excluded or limited by applicable law;
4. Any losses caused by willful misconduct.

11.8

Notwithstanding any other provision of the Contract, the non-performance, delay in the performance or other alleged default by Trade House of its obligations under the Contract shall be excused if the non-performance, delay in the performance or other alleged default by Trade House arises from any act or omission from the Publisher or any third party involved in the provision of the Services or arising from any instructions, information or documentation supplied by the Publisher which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival.

12.1

Trade House owns all Intellectual Property Rights arising out of or in connection with the Website, the Content, the Data Dashboard and the Services.

12.2

The Publisher owns all Intellectual Property Rights arising out of or in connection with the Publisher Properties.

12.3

For the avoidance of doubt, neither Trade House nor the Publisher own any Intellectual Property Rights arising out of or in connection with the Advertising Materials, such Intellectual Property Rights being owned by the Advertiser.

12.4

Trade House shall indemnify the Publisher from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that use of the Services infringes the Intellectual Property Rights of any third party ("IPR Claim"), provided that Trade House shall have no such liability if the Publisher:

1. Does not notify Trade House in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;
2. Makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of Trade House;
3. Does not let Trade House at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;
4. Does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;
5. Does not, at Trade House's request, provide Trade House with all reasonable assistance in relation to the IPR Claim (at the Publisher's expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Publisher.

12.5

If any IPR Claim is made or is reasonably likely to be made, Trade House may at its option:

1. Procure for the Publisher the right to continue receiving the benefit of the relevant Services; or
2. Modify or replace the infringing part of the Services so as to avoid the infringement or alleged infringement, provided the Services remain in material conformance to their Specification.

12.6

Trade House's obligations under clause 12.4 shall not apply to Services modified or used by the Publisher other than in accordance with the Contract or Trade House's instructions. The Publisher shall indemnify Trade House against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by Trade House in connection with any claim arising from such modification or use.

13.1

The Parties shall keep confidential all Confidential Information of the other party and of any Affiliate of the other party and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

1. Any information which was in the public domain at the date of the Contract;
2. Any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
3. Any information which is independently developed without using information supplied by the other party or by any Affiliate of the other party; or
4. Any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

Except that the provisions of clauses 13.1.1 to 13.1.3 shall not apply to information to which clause 13.4 relates.

13.2

This clause shall remain in force for a period of 5 years from the date of the Contract and, if longer, 3 years after termination of the Contract.

13.3

The Parties shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

13.4

To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any provisions of clause 14.

14.1

The Parties agree that the Publisher is a Controller and that Trade House is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Publisher shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Publisher shall ensure all instructions given by it to Trade House in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws.

14.2

Trade House shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.

14.3

The Publisher shall indemnify and keep indemnified Trade House against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Publisher of its obligations under this clause 14.

14.4

Trade House shall:

1. Only process (and shall ensure Trade House Personnel only process) the Protected Data in accordance with schedule 1 and the Contract (and not otherwise unless alternative processing instructions are agreed between the Parties in writing) except where otherwise required by applicable law (and shall inform the Publisher of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
2. Without prejudice to clause 14.1, if Trade House believes that any instruction received by it from the Publisher is likely to infringe the Data Protection Laws it shall promptly inform the Publisher and be entitled to cease to provide the relevant Services until the Parties have agreed appropriate amended instructions which are not infringing.

14.5

Taking into account the state of technical development and the nature of processing, Trade House shall implement and maintain the technical and organisational measures set out in Part 2 of schedule 1 to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

14.6

Trade House shall:

1. Not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub-Processors' own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the prior written authorisation of the Publisher;
2. Prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 14 that is enforceable by Trade House and ensure each such Sub-Processor complies with all such obligations;
3. Remain fully liable to the Publisher under the Contract for all the acts and omissions of each Sub-Processor as if they were its own; and
4. Ensure that all persons authorised by Trade House or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.

14.7

The Publisher authorises the appointment of the Sub-Processors as may be notified to the Publisher from time to time.

14.8

Trade House shall (at the Publisher's cost), where directly applicable to Trade House's provision of the Services:

1. Assist the Publisher in ensuring compliance with the Publisher's obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to Trade House; and
2. Taking into account the nature of the processing, assist the Publisher (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Publisher's obligations to respond to requests for exercising the Data Subjects' rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.

14.9

Trade House shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any International Organisation without the prior written consent of the Publisher or as set out in Part 2 of schedule 1.

14.10

Trade House shall, in accordance with Data Protection Laws, make available to the Publisher such information that is in its possession or control as is necessary to demonstrate Trade House's compliance with the obligations placed on it under this clause 14 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Publisher (or another auditor mandated by the Publisher) for this purpose (subject to a maximum of 1 audit request in any 12 month period under this clause 14.10).

14.11

Trade House shall notify the Publisher without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.

14.12

On the end of the provision of the Services relating to the processing of Protected Data, at the Publisher's cost and the Publisher's option, Trade House shall either return all of the Protected Data to the Publisher or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Trade House to store such Protected Data. This clause 14 shall survive termination or expiry of the Contract.

15.1

A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

1. Promptly notifies the other of the Force Majeure event and its expected duration; and
2. Uses best endeavours to minimise the effects of that event.

15.2

If, due to Force Majeure, a party:

1. Is or shall be unable to perform a material obligation; or
2. Is delayed in or prevented from performing its obligations for a continuous period exceeding 10 Business Days or a total of more than 20 Business Days in any consecutive period of 40 Business Days;

The Parties shall, within 30 Business Days, renegotiate the Contract to achieve, as nearly as possible, the original commercial intent.

16.1

The Contract shall continue for the Term, unless terminated in accordance with clause 2.5, clause 2.6 or this clause 16.

16.2

Trade House may immediately terminate the Contract or any other contract which it has with the Publisher at any time by giving notice in writing to the Publisher if:

1. The Publisher commits a material breach of the Contract and such breach is not remediable;
2. The Publisher commits a material breach of the Contract which is not remedied within 10 Business Days of receiving written notice of such breach;
3. The Publisher displays Offending Publisher Content on the Publisher Properties;
4. Any consent, licence or authorisation held by the Publisher is revoked or modified such that the Publisher is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

16.3

Trade House may terminate the Contract at any time by giving notice in writing to the Publisher if the Publisher:

1. Stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
2. Is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if Trade House reasonably believes that to be the case;
3. Becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
4. Has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
5. Has a resolution passed for its winding up;
6. Has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
7. Is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 5 Business Days of that procedure being commenced;
8. Has a freezing order made against it;
9. Is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;
10. Is subject to any events or circumstances analogous to those in clauses 16.3.1 to 16.3.9 in any jurisdiction;
11. Takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 16.3.1 to 16.3.10 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

16.4

Trade House may terminate the Contract at any time by giving not less than 20 Business Days' notice in writing to the Publisher if the Publisher undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months.

16.5

The right of Trade House to terminate the Contract pursuant to clause 16.3 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.

16.6

If the Publisher becomes aware that any event has occurred, or circumstances exist, which may entitle Trade House to terminate the Contract under this clause 16, it shall immediately notify Trade House in writing.

16.7

Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Trade House at any time up to the date of termination.

17.1

Any dispute arising between the Parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 17.

17.2

The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

17.3

The Parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:

1. Within 5 Business Days of service of the notice, the account managers of the Parties shall meet to discuss the dispute and attempt to resolve it.
2. If the dispute has not been resolved within 5 Business Days of the first meeting of the account managers, then the matter shall be referred to the managing directors (or persons of equivalent seniority). The managing directors (or equivalent) shall meet within 5 Business Days to discuss the dispute and attempt to resolve it.

17.4

The specific format for the resolution of the dispute under clause 17.3.1 and, if necessary, clause 17.3.2 shall be left to the reasonable discretion of the Parties, but may include the preparation and submission of statements of fact or of position.

17.5

If the dispute has not been resolved within 10 Business Days of the first meeting of the managing directors (or equivalent) under clause 17.3.2 then the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.

17.6

Until the Parties have completed the steps referred to in clauses 17.3 and 17.5, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.

18.1

Any notice or other communication given by a party under these Terms & Conditions shall:

1. Be in writing and in English; and
2. Be sent by e-mail to the relevant party at the e-mail address as set out in the Master Services Signature Document.

18.2

Notices may be given, and are deemed received on receipt of an acknowledgement e-mail from the correct address.

18.3

Any change to the contact details of a party as set out in the Contract shall be notified to the other party immediately.

18.4

All references to time are to the local time at the place of deemed receipt.

18.5

This clause does not apply to notices given in legal proceedings or arbitration.

19.1

The rights and remedies provided in the Contract for Trade House only are cumulative and not exclusive of any rights and remedies provided by law.

20.1

Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Publisher's obligations only.

21.1

The Publisher shall at the request of Trade House, and at the Publisher's own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

22.1

The Parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

2.2

Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

2.3

Nothing in these Terms & Conditions purports to limit or exclude any liability for fraud.

23.1

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Terms & Conditions and is duly signed or executed by, or on behalf of, Trade House.

24.1

The Publisher may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without Trade House's prior written consent, such consent not to be unreasonably withheld or delayed.

24.2

Trade House may assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Publisher's prior written consent.

24.3

Notwithstanding clause 24.1, the Publisher may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives Trade House prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Publisher acknowledges and agrees that any act or omission of its Affiliate in relation to the Publisher's rights or obligations under the Contract shall be deemed to be an act or omission of the Publisher itself.

25.1

Trade House shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Publisher under the Contract or under any other contract which Trade House has with the Publisher.

26.1

The Parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the Parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.

27.1

The Publisher recognises that any breach or threatened breach of the Contract may cause Trade House irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Trade House, the Publisher acknowledges and agrees that Trade House is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

28.1

If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

28.2

If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the Parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

29.1

No failure, delay or omission by Trade House in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

29.2

No single or partial exercise of any right, power or remedy provided by law or under the Contract by Trade House shall prevent any future exercise of it or the exercise of any other right, power or remedy by Trade House.

29.3

A waiver of any term, provision, condition or breach of the Contract by Trade House shall only be effective if given in writing and signed by Trade House, and then only in the instance and for the purpose for which it is given.

30.1

The Publisher shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

31.1

If there is a conflict between the terms contained in the Terms & Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Terms & Conditions and Part 1 and Part 2 of schedule 1 shall prevail.

32.1

The Publisher shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

33.1

Except as expressly provided for in clause 33.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

33.2

Any Affiliate of Trade House shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

34.1

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

35.1

The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

1. Subject-matter of processing:

Any and all information provided by the Publisher for the purposes of Trade House and the Publisher carrying out the Parties' respective obligations in accordance with these Terms & Conditions.

2. Duration of the processing:

The duration of the Contract.

3. Nature and purpose of the processing:

The collection, recording, organisation, storage, retrieval, erasure and destruction of Protected Data for the purposes of Trade House and the Publisher carrying out the Parties' respective obligations in accordance with these Terms & Conditions.

4. Type of Personal Data:

Name, address, telephone number, e-mail address of the Publisher, and any and all information provided by the Publisher.

5. Categories of Data Subjects:

Publishers.

6. Specific processing instructions:

Not applicable

1. Trade House shall implement and maintain the following technical and organisational security measures to protect the Protected Data: