Terms of Use

1.1 Definitions

In these Terms & Conditions the following definitions apply:

• Account: means the account created by Trade House for use by the Publisher upon the Publisher entering into the Contract;
• Advertiser: means the owners of internet sites or other internet properties that, through Trade House or any Trade House Affiliate, requests the inclusion of Advertising Material on the Publisher Properties;
• Advertiser Bid: means a bid received by Trade House from an Advertiser for the Advertiser's Advertising Material to be served on the Publisher Properties;
• Advertiser Platform: means each Advertiser's online system or platform which contains the data required by Trade House to produce the data set out in the Data Dashboard;
• Advertising Material: means any type of advertising including but not limited to buttons, banners, text links, provided to Trade House by an Advertiser with a view to the Advertising Material being placed on the Publisher Properties via the Trade House Code provided by Trade House to deliver the advertising;
• Advertising Placement: means an opportunity to place Advertising Material on the Publisher Properties;
• Affiliate: means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;
• Block List: shall have the meaning set out in clause 4.1;
• Bribery Laws: means the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction;
• Business Day: means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;
• Commission: means the amount that Trade House Media will charge for the Services as set out in the Master Services Signature Document;
• Confidential Information: means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by either party in performing its obligations under, or otherwise pursuant to the Contract;
• Content: means all text, graphics, photographs, music, videos, and digital files contained on the Website;
• Contract: means the agreement between Trade House and the Publisher for the performance of the Services incorporating these Terms & Conditions and the Master Services Signature Document;
• Control: means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company;
• Controller: shall have the meaning given in applicable Data Protection Laws from time to time;
• Data Dashboard: means the functionality/application provided by Trade House via the Website which sets out information relating to the Publisher's Account to be viewed by the Publisher;
• Data Protection Laws: means, as binding on either party or the Services:
  • The GDPR;
  • The Data Protection Act 2018;
  • Any laws which implement any such laws; and
  • Any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
• Data Subject: shall have the meaning in applicable Data Protection Laws from time to time;
• Force Majeure: means an event or sequence of events beyond any party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster; pandemic or mass illness, or governmental controls arising out of or in connection with pandemic or mass illness; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract; strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving Trade House's or its suppliers' workforce, but excluding the Publisher's inability to pay or circumstances resulting in the Publisher's inability to pay;
• GDPR: means the General Data Protection Regulation, Regulation (EU) 2016/679;
• Impressions: means the viewing of Advertising Material on Publisher Properties by a user visiting the Publisher Properties;
• Intellectual Property Rights: means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:
  • Whether registered or not
  • Including any applications to protect or register such rights
  • Including all renewals and extensions of such rights or applications
  • Whether vested, contingent or future
  • To which the relevant party is or may be entitled, and
  • In whichever part of the world existing;
• International Organisation: has the meaning given in the applicable Data Protection Laws from time to time;
• Master Services Signature Document: means the document signed by the Publisher setting out the details of the Services and the Specification;
• Personal Data: has the meaning given in the applicable Data Protection Laws from time to time;
• Personal Data Breach: has the meaning given in the applicable Data Protection Laws from time to time;
• Platform Fees: means any fees incurred by Trade House arising out of or in connection with the delivery of the Services, including, but not limited to advertising server fees, commission charged by any Advertiser Platforms;
• Processing: has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processed, processing, and processes shall be construed accordingly);
• Processor: has the meaning given to it in applicable Data Protection Laws from time to time;
• Protected Data: means Personal Data received from or on behalf of the Publisher in connection with the performance of Trade House's obligations under the Contract;
• Publisher: means the person who purchases the Services from Trade House and whose details are set out on the Master Services Signature Document;
• Publisher Properties: means all Publisher owned websites, applications, e-mail listings and any other mobile platforms or programs that are installed on any digital device, in which the Advertising Materials will be shown and distributed;
• Revenue: means the revenue generated by Impressions and clicks;
• Services: means the marketing and selling by Trade House of the Publisher's Advertising Placements as set out in Master Services Signature Document;
• Specification: means the description or specification of the Services as set out in Master Services Signature Document;
• Sub-Processor: means any agent, subcontractor or other third party (excluding its employees) engaged by Trade House for carrying out any processing activities on behalf of the Publisher in respect of the Protected Data;
• Term: has the meaning as set out in clause 2.5;
• Terms & Conditions: means Trade House's terms and conditions of sale as set out on the Website at http://tradehouse.media/terms-of-use/;
• Trade House: means Trade House Media Limited, a company incorporated in England and Wales (Company Registration Number: 10119843) and whose registered office is situated at The Quay, 30 Channel Way, Ocean Village, Southampton, SO14 3TG;
• Trade House Code: means the code provided by Trade House to the Publisher for the Publisher to place onto the Publisher Properties allowing for the facilitation of the Services;
• Trade House Personnel: mean all employees, officers, staff, other workers, agents and consultants of Trade House, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time;
• Trade House Server: means the Trade House servers provided to Trade House by a third-party technology partner;
• VAT: means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services; and
• Website: means this website located at http://tradehouse.media, incorporating the Data Dashboard.

1.2 Interpretation

In these Terms & Conditions, unless the context otherwise requires:

1. A reference to the Contract includes these Terms & Conditions, the Order, and their respective schedules, appendices and annexes (if any);
2. Any clause, schedule or other headings in these Terms & Conditions are included for convenience only and shall have no effect on the interpretation of these Terms & Conditions;
3. A reference to a 'party' means either Trade House or the Publisher and includes that party's personal representatives, successors and permitted assigns;
4. A reference to a 'person' includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns;
5. A reference to a 'company' includes any company, corporation or other body corporate, wherever and however incorporated or established;
6. A reference to a gender includes each other gender;
7. Words in the singular include the plural and vice versa;
8. Any words that follow 'include', 'includes', 'including', 'in particular' or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
9. A reference to 'writing' or 'written' includes any method of reproducing words in a legible and non-transitory form;
10. A reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract; and
11. A reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2. Application of these Terms & 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:
  • Trade House's written acceptance of the Master Services Signature Document signed by the Publisher; or
  • 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. Services & Advertising Materials

• 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. Publisher Rights & Obligations

• 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:
  • Alter or modify in any way the Advertising Material without prior consent from Trade House;
  • Artificially and/or fraudulently increase the volume of Impressions and clicks;
  • Place any Advertising Material on a web page that automatically reloads;
  • 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:
  • 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
  • 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. Commission & Payment

• 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:
  • Any Impressions in respect of which more than 15% of viewings are from users accessing the same IP address; and
  • 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);
  • 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:
  • 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;
  • 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;
  • 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. Performance

• 6.1: The Services shall be performed by Trade House as set out in the Master Services Signature Document.
• 6.1: Time is not of the essence in relation to the performance of the Services.
• 6.1: Trade House shall not be liable for any delay in or failure of performance caused by:
  • 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;
  • Force Majeure.

7. Use Of The Website

• 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:
  • The Publisher acts responsibly in using the Website;
  • The Publisher does not alter or modify any part of the Website, including any related technologies or the Trade House Code;
  • The Publisher does not upload any material to the Website through any unauthorised means or technology;
  • The Publisher does not access Content through any unauthorised means or technology;
  • 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. Data Dashboard & Reports

• 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:
  • Information relating to the Performance of the Publisher's Account;
  • The number, type, and format of the Advertising Materials available on the Publisher Properties;
  • The total number of Impressions available on an individual day on the Publisher Properties;
  • The total number of monetised Impressions;
  • The total number of Impressions not sold and/or passed back;
  • The fill rate, namely the percentage of monetised Impressions against the potential number of sold Impressions;
  • The Revenue for each month;
  • The Commission for each month;
  • The Platform Fees for each month;
  • 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. Anti-bribery

• 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:
  • All of that party's personnel;
  • All others associated with that party; and
  • 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. Indemnity and insurance

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

11. Limitation of liability

• 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):
  • Loss of profit;
  • Loss or corruption of data;
  • Loss of use;
  • Loss of production;
  • Loss of contract;
  • Loss of opportunity;
  • Loss of savings, discount or rebate (whether actual or anticipated);
  • 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:
  • Death or personal injury caused by negligence;
  • Fraud or fraudulent misrepresentation;
  • Any other losses which cannot be excluded or limited by applicable law;
  • Any losses caused by willful misconduct.
• 11.8: Notwithstanding any other provision of the Contract, the non-performance, delay in performance or other alleged default by Trade House of its obligations under the Contract shall be excused if arising from any act or omission of the Publisher or any third party involved in the provision of the Services or arising from any incomplete, incorrect, inaccurate or delayed instructions or documentation supplied by the Publisher.

12. Intellectual property

• 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:
  • 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;
  • Makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of Trade House;
  • Does not let Trade House, at its request and expense, have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;
  • Does not take all reasonable steps to minimise losses that may be incurred as a result of the IPR Claim;
  • Does not, at Trade House's request, provide all reasonable assistance in relation to the IPR Claim (at the Publisher's expense).
• 12.5: If any IPR Claim is made or is reasonably likely to be made, Trade House may at its option:
  • Procure for the Publisher the right to continue receiving the benefit of the relevant Services; or
  • 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. Confidentiality and announcements

• 13.1: The Parties shall keep confidential all Confidential Information of the other party and shall only use the same as required to perform the Contract, except where:
  • The information was in the public domain at the date of the Contract;
  • The information comes into the public domain subsequently (other than through a breach of the Contract);
  • The information is independently developed without using the other party’s information; or
  • Disclosure is required by law or regulatory authority.
• 13.2: This clause shall remain in force for 5 years from the Contract date or 3 years after termination, whichever is longer.
• 13.3: The Parties shall not make any public announcement or disclose any information regarding the Contract, except as required by law.
• 13.4: To the extent any Confidential Information is Protected Data, such disclosure or use may only occur in accordance with clause 14.

14. Processing of personal data

• 14.1: The Parties agree that the Publisher is a Controller and 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.
• 14.2: Trade House shall process Protected Data in compliance with its obligations under Data Protection Laws.
• 14.3: The Publisher shall indemnify Trade House against all losses, damages, fines, or penalties arising from any breach by the Publisher of this clause 14.
• 14.4: Trade House shall:
  • Only process the Protected Data in accordance with schedule 1 and the Contract unless otherwise required by law; and
  • Inform the Publisher if it believes any instruction infringes Data Protection Laws.
• 14.5: Trade House shall implement technical and organisational measures set out in Part 2 of schedule 1 to protect the Protected Data.
• 14.6: Trade House shall not permit processing of Protected Data by any third party without the prior written authorisation of the Publisher and shall ensure all Sub-Processors are bound by written obligations of confidence.
• 14.7: The Publisher authorises the appointment of Sub-Processors as may be notified to the Publisher from time to time.
• 14.8: Trade House shall assist the Publisher in ensuring compliance with its GDPR obligations and with Data Subject requests.
• 14.9: Trade House shall not transfer Protected Data outside the UK without the Publisher's prior written consent or as set out in schedule 1.
• 14.10: Trade House shall make available information to demonstrate compliance and allow for audits (subject to a maximum of one audit per 12 months).
• 14.11: Trade House shall notify the Publisher without undue delay of any Personal Data Breach.
• 14.12: On termination of Services, Trade House shall return or securely delete all Protected Data unless retention is required by law.

15. Force Majeure

• 15.1: A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
  • Promptly notifies the other of the Force Majeure event and its expected duration; and
  • Uses best endeavours to minimise the effects of that event.
• 15.2: If due to Force Majeure a party is unable to perform a material obligation or is delayed for more than 10 Business Days continuously or 20 Business Days cumulatively, the Parties shall renegotiate the Contract.

16. Termination

• 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 it has with the Publisher at any time by giving written notice if:
  • The Publisher commits a material breach of the Contract that is not remediable;
  • The Publisher commits a material breach which is not remedied within 10 Business Days of receiving written notice;
  • The Publisher displays Offending Publisher Content on the Publisher Properties; or
  • Any consent, licence or authorisation held by the Publisher is revoked or modified such that the Publisher can no longer perform its obligations.
• 16.3: Trade House may terminate the Contract at any time by written notice if the Publisher:
  • Stops carrying on all or a significant part of its business;
  • Is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
  • Becomes the subject of a company voluntary arrangement;
  • Has a receiver, manager, administrator or administrative receiver appointed;
  • Has a resolution passed or petition presented for its winding up;
  • Is subject to any procedure for the taking control of its goods not withdrawn within 5 Business Days;
  • Has a freezing order made against it;
  • Is subject to recovery or attempted recovery of items supplied under retention of title;
  • Is subject to analogous events in any jurisdiction; or
  • Takes steps in anticipation of, or has no realistic prospect of avoiding, any of the events above.
• 16.4: Trade House may terminate the Contract at any time by giving not less than 20 Business Days’ notice if the Publisher undergoes or is expected to undergo a change of Control.
• 16.5: Clause 16.3 shall not apply where insolvency procedures are entered into for amalgamation, reconstruction or merger and the resulting entity adheres to the Contract.
• 16.6: The Publisher shall immediately notify Trade House in writing if any event occurs which may entitle Trade House to terminate under this clause.
• 16.7: Termination or expiry shall not affect any accrued rights or liabilities of Trade House up to the termination date.

17. Dispute resolution

• 17.1: Any dispute arising between the Parties shall be dealt with in accordance with this clause 17.
• 17.2: The process may be initiated by either party serving written notice of dispute including details of its nature.
• 17.3: The Parties shall use all reasonable endeavours to reach a negotiated resolution:
  • Within 5 Business Days of notice, account managers shall meet to discuss the dispute;
  • If unresolved within 5 Business Days of that meeting, the matter shall be referred to the managing directors (or equivalents) who shall meet within 5 Business Days.
• 17.4: The specific format of discussions under clause 17.3 shall be at the reasonable discretion of the Parties.
• 17.5: If unresolved within 10 Business Days of the managing directors’ meeting, the matter may be referred to mediation under the London Court of International Arbitration Mediation Rules.
• 17.6: Until completion of the above steps, neither party shall commence legal proceedings except for urgent interim relief.

18. Notices

• 18.1: Any notice or communication shall:
  • Be in writing and in English; and
  • Be sent by email to the address set out in the Master Services Signature Document.
• 18.2: Notices are deemed received upon acknowledgment email from the correct address.
• 18.3: Any change to contact details must be notified immediately.
• 18.4: All references to time are local time at the place of deemed receipt.
• 18.5: This clause does not apply to notices in legal proceedings or arbitration.

19. Cumulative remedies

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

20. Time

• 20.1: Unless stated otherwise, time is of the essence for any date or period specified in relation to the Publisher’s obligations only.

21. Further assurance

• 21.1: The Publisher shall, at Trade House’s request and at its own cost, do all acts and execute all documents necessary to give full effect to the Contract.

22. Entire agreement

• 22.1: The Contract constitutes the entire agreement between the Parties and supersedes all previous agreements or arrangements.
• 22.2: Each party acknowledges that it has not relied on any statement not expressly set out in the Contract.
• 22.3: Nothing in these Terms & Conditions limits or excludes liability for fraud.

23. Variation

• 23.1: No variation of the Contract shall be valid unless in writing, refers to the Contract and these Terms & Conditions, and is duly signed by Trade House.

24. Assignment

• 24.1: The Publisher may not assign, subcontract or encumber any right or obligation without Trade House’s prior written consent (not to be unreasonably withheld).
• 24.2: Trade House may assign, subcontract or encumber any right or obligation without the Publisher’s prior consent.
• 24.3: The Publisher may perform obligations through an Affiliate if prior written notice is given. Any act or omission of an Affiliate shall be deemed that of the Publisher.

25. Set off

• 25.1: Trade House may set off any liability or sums owed to the Publisher under this or any other contract against sums owed by the Publisher.

26. No partnership or agency

• 26.1: The Parties are independent contractors. Nothing in the Contract creates any partnership, agency, employment or fiduciary relationship.

27. Equitable relief

• 27.1: The Publisher acknowledges that any breach or threatened breach may cause Trade House irreparable harm and agrees that Trade House is entitled to equitable remedies including injunction or specific performance.

28. Severance

• 28.1: If any provision is or becomes illegal, invalid or unenforceable, the remaining provisions shall remain in force.
• 28.2: If any provision would be valid with deletion or modification, it shall apply as so modified and the Parties shall negotiate a mutually acceptable alternative.

29. Waiver

• 29.1: No failure or delay by Trade House in exercising any right shall operate as a waiver.
• 29.2: No single or partial exercise of any right shall prevent further exercise.
• 29.3: A waiver shall only be effective if in writing and signed by Trade House.

30. Compliance with law

• 30.1: The Publisher shall comply with all applicable laws, regulations and industry codes and maintain all necessary authorisations to perform its obligations.

31. Conflicts within contract

• 31.1: If a conflict arises between these Terms & Conditions and any schedule or annex, the Terms & Conditions and Schedule 1 shall prevail.

32. Costs and expenses

• 32.1: The Publisher shall bear its own costs and expenses in connection with negotiation, preparation, signature and performance of the Contract.

33. Third party rights

• 33.1: Except as provided in clause 33.2, no third party shall have rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
• 33.2: Any Affiliate of Trade House may enforce provisions of the Contract under that Act.

34. Governing law

• 34.1: The Contract and any dispute or claim shall be governed by and construed in accordance with the laws of England and Wales.

35. Jurisdiction

• 35.1: The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.

Schedule 1

• Part 1: Data Processing details:
  • 1. Subject-matter of processing: Any information provided by the Publisher for the purposes of both Parties fulfilling their obligations.
  • 2. Duration of processing: The duration of the Contract.
  • 3. Nature and purpose of processing: Collection, recording, organisation, storage, retrieval, erasure and destruction of Protected Data for performance of the Contract.
  • 4. Type of Personal Data: Name, address, telephone number, email address of the Publisher and any related information provided.
  • 5. Categories of Data Subjects: Publishers.
  • 6. Specific processing instructions: Not applicable.
• Part 2: Technical and Organisational Security Measures:
  • 1.1: Trade House shall implement and maintain appropriate technical and organisational measures to protect Protected Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, taking into account the state of the art and risk to individuals as set out in Article 32 GDPR.
  • 1.2: The Publisher acknowledges that Trade House uses third-party services for storage of Protected Data and that such data may be stored on servers outside the United Kingdom. Trade House shall provide details of any relevant third-party provider upon request.