1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.

1.1. Definitions:
a) Business Day: a day other than a Saturday, Sunday or public holiday in England, when
banks in London are open for business.

b) Fees: the charges payable by the Customer for the supply of the Services in accordance
with Clause 7.

c) Conditions: these terms and conditions as amended from time to time in accordance
with 21.

d) Confidential Information: Information of, or provided by, a party that is by its nature
confidential information, is designated as confidential, or that the recipient of the
information knows or ought to know is confidential (including all commercial information
exchanged between the parties), but does not include information which is, or becomes,
without a breach of confidentiality, public knowledge.

e) Contract: the contract between Touchpoint PPC Limited and the Customer for
the supply of Services in accordance with these Conditions.

f) Control: has the meaning given in section 1124 of the Corporation TaxAct 2010, and the
expression change of control will be construed accordingly.

g) Customer: the person or firm who purchases Services from Touchpoint PPC Limited.

h) Customer Default: has the meaning set out in clause 12.

i) Deliverables: all copy, layouts, artwork, storyboards, scripts, presentations, drawings,
documents, charts, graphics, photographs, films and/or other materials created or
produced by or on behalf of Touchpoint PPC Limited for the Customer in the course of
providing the Services, on any media (whether any media exist at the Start Date or are
subsequently developed).

j) Initial Term: the term as set out in the Key Details.

k) Intellectual Property Rights: patents, rights to inventions, copyright and related rights,
trade marks, business names and domain names, rights in get-up, goodwill and the right
to sue for passing off, rights in designs, database rights, rights to use, and protect the
confidentiality of, confidential information (including know-how and trade secrets), and all
other intellectual property rights, in each case whether registered or unregistered and
including all applications and rights to apply for and be granted, renewals or extensions
of, and rights to claim priority from, such rights and all similar or equivalent rights or
forms of protection which subsist or will subsist now or in the future in any part of the
world.

l) Order: the Customer’s order for Services as set out in this sales order.

m) Personnel: Employees, secondees, agents and subcontractors (who are individuals),including employees and contractors (who are individuals) of subcontractors.

n) Services: the services supplied by Touchpoint PPC Limited to the Customer as set out in
the Key
Details.

o) Start Date: the date as set out in the Key Details.

p) Supplier: Touchpoint PPC Limited, Company number 13643565, whose registered office
is at Epinoy Silver Street, Walgrave, Northampton, England, NN6 9QB.

1.2. Interpretation:

(a) A reference to legislation or a legislative provision a reference to it as amended,
extended or re-enacted from time to time.

(b) Any words following the terms including, include, in particular, for example
or any similar expression, will be construed as illustrative and will not limit the
sense of the words, description, definition, phrase or term preceding those
terms.

(c) Unless otherwise expressly stated, in the event of any inconsistency between
these terms and conditions and the Key Details, these terms and conditions will
prevail to the extent of such inconsistency.

2. Basis of contract
2.1. The Order constitutes an offer by the Customer to purchase the Services in accordance
with these Conditions.

2.2. The agreement will commence on the Start Date, and continue for the Initial Term, as well
as for any Renewal Terms pursuant to clause 2.3 below, unless earlier terminated in
accordance with clause 13 (the Term).

2.3. Upon expiration of the Initial Term and subject to any additional notice requirements set
out in the Key Details, this agreement will automatically renew for successive monthly
periods (each a Renewal Term) unless either party provides notice that the agreement
will not automatically renew prior to the expiration of the Initial Term or the then-current
Renewal Term.

2.4. These Conditions apply to the Contract to the exclusion of any other terms that the
Customer seeks to impose or incorporate, or which are implied by law, trade custom,
practice or course of dealing. If any Services are supplied after the expiry of the Term,
without the parties having entered into a replacement agreement or otherwise having
expressly agreed in writing that these terms will not apply, the terms of this agreement will
continue to apply for those Services.

3. Touchpoint PPC Limited obligations

3.1. Touchpoint PPC Limited will supply the Services to the Customer in accordance with the
Key Details in all material respects.

3.2. Touchpoint PPC Limited will use all reasonable endeavours to meet any performance
dates specified in the Key Details, but any such dates will be estimates only and time will
not be of the essence for performance of the Services.

3.3. Touchpoint PPC Limited will use all reasonable endeavours to ensure its Personnel are
suitably qualified, trained, and experienced in the supply of the relevant Services
Touchpoint PPC Limited.
may subcontract the provision of the Services. Touchpoint PPC Limited will be
responsible for the acts or omissions of its subcontractors as if they were the acts or
omissions of Touchpoint PPC Limited.

3.4. Touchpoint PPC Limited reserves the right to amend the Key Details if necessary to
comply with any applicable law or regulatory requirement, or if the amendment will not
materially affect the nature or quality of the Services, and Touchpoint PPC Limited will
notify the Customer in any such event.

3.5. Touchpoint PPC Limited warrants to the Customer that the Services will be provided
using reasonable care and skill.

3.6. Touchpoint PPC Limited will use all reasonable measures to keep secure the details of
any advertising accounts it operates for the Customer.

4. Customer’s obligations
The Customer will:
(a) ensure that any information it provides in the Foundational Audience Diagnosis
replicated in Schedule 1 (‘Foundational Audience Diagnosis) is complete and
accurate;
(b) provide complete and accurate answers to the Foundational Audience
Diagnosis before the Start Date;
(c) co-operate with Touchpoint PPC Limited in all matters relating to the Services;
(d) provide Touchpoint PPC Limited and Personnel, with access to the Customer’s
premises, personnel, paid advertising accounts, and other facilities as
reasonably required by Touchpoint PPC Limited;
(e) provide Touchpoint PPC Limited with such information and materials as
Touchpoint PPC Limited may reasonably require in order to supply the Services,
and ensure that such information is complete and accurate in all material
respects;
(f) obtain and maintain all necessary licences, permissions and consents which
may be required for the Services before the date on which the Services are to
start; and
(g) credit Touchpoint PPC Limited with authorship of the Services and Deliverables
(h) to take out insurance against unauthorised IT system access, electronic attack,
or privacy breach (Cyber Insurance) that will cover the operation of the
Customer’s advertising accounts by Touchpoint PPC Limited.
(i) To maintain the security of its advertising accounts and to pay for any orders
placed through those accounts whoever places those orders.

5. Specific Services. THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO
THIS CLAUSE.
1. PaidAdvertising and Sales Design
To the extent the Services involve cost-per-click advertising services such as Google
Adwords, Instagram and Facebook Ads (Paid Advertising) or sales funnels, nurture
emails or the design of landing pages (Sales Design), the Customer acknowledges and
agrees that:
(a) unless otherwise specified in the Key Details, Touchpoint PPC Limited makes no
promise or guarantee regarding the effectiveness of any Paid Advertising or
Sales Design, including as to conversion rates, but instead by using its
professional skills aims to deliver an incremental improvement of the
Customer’s results; and
(b) the effectiveness of the Paid Advertising or Sales Design may be affected by
circumstances outside Touchpoint PPC Limited control and Touchpoint PPC
Limited will not be liable
for any loss or damage suffered by the Customer arising from such
circumstances. Such circumstances may include:
(i) the Customer’s account used by Touchpoint PPC Limited to perform the
Paid Advertising Services or facilitate Sales Design being cancelled or
disabled on a temporary or permanent basis; or
(ii) the platform that is used by Touchpoint PPC Limited to provide the Paid
Advertising Services or Sales Design changing its functionality in any
way.
2. Digital Marketing Spend
(a) The Charges by Touchpoint PPC Limited do not include advertisement costs
payable to third parties, and the Customer will be responsible for paying these
fees directly to the relevant platform.
(b) If the Customer provides Touchpoint PPC Limited with its credit card, direct debit
or other financial details for the purposes of making digital advertising payments
on the Customer’s behalf, Touchpoint PPC Limited will keep these details
confidential, and treat them as Confidential Information in accordance with
clause 18.
(c) The Customer consents to Touchpoint PPC Limited using the Customer’s credit
card, direct debit or other financial details on its behalf to make payments for
digital advertising services and any other related services reasonably necessary
for Touchpoint PPC Limited to perform the Services.

3. Web Design
If the Services to be provided by Touchpoint PPC Limited include web development
services, including building or customising websites, landing pages, or online
applications (Web Design), the following conditions will apply unless otherwise agreed
between the parties in writing:
(a) Touchpoint PPC Limited reserves the right to determine the choice of
programming language(s) used in the Web Design; and
(b) Touchpoint PPC Limited will not provide any graphics for the Web Design, and if
Touchpoint PPC Limited requires the Customer to provide graphics, the
Customer must provide Touchpoint PPC Limited with graphic files in an editable,
high resolution, vector digital format.
6. Additional Work
6.1. If the Customer requests changes to Services which alter the scope of the Services and
requires Touchpoint PPC Limited to perform additional work or incur additional costs
(Additional Work), the Customer agrees that an additional work fee will be payable, in
an amount agreed between the Customer and Touchpoint PPC Limited (both parties
acting reasonably) (Additional Work Fee).

6.2. Requests for Additional Work may affect Touchpoint PPC Limited delivery schedules or
timelines for Services, as agreed between the parties.
6.3. Touchpoint PPC Limited will only be required to perform Additional Work, if:
(a) the parties agree in writing that Touchpoint PPC Limited will perform the
Additional Work, for the Additional Work Fee; and
(b) the Customer pays in advance the Additional Work Fee, in accordance with
clause 7 as if it was a Fee.

7. Fees and payment

7.1. The Fees for the Services will be those set out in the Key Details.
7.2. Touchpoint PPC Limited will be entitled to charge the Customer for any expenses
reasonably incurred by the individuals whom Touchpoint PPC Limited engages in
connection with the Services including travelling expenses, hotel costs, subsistence and
any associated expenses, and for the cost of services provided by third parties and
required by Touchpoint PPC Limited for the performance of the Services, and for the cost
of any materials.

7.3. The Customer will pay each invoice submitted by Touchpoint PPC Limited:
(a) On or before, the due date set out in the Key Details, or
(b) If the relevant invoice does not set out a due date, within 7 days of the date of
the invoice; and
(c) in full and in cleared funds to a bank account nominated in writing by Touchpoint
PPC Limited or via the Stripe subscription, and time for payment will be of the
essence of the Contract.

4. All amounts payable by the Customer under the Contract are exclusive of amounts in
respect of value added tax chargeable from time to time (VAT). Where any taxable
supply for VAT purposes is made under the Contract by Touchpoint PPC Limited to the
Customer, the Customer will, on receipt of a valid VAT invoice from Touchpoint PPC
Limited, pay to Touchpoint PPC Limited such additional amounts in respect of VAT as are
chargeable on the supply of the Services at the same time as payment is due for the
supply of the Services.
5. All amounts due under the Contract will be paid in full without any set-off, counterclaim,
deduction or withholding (other than any deduction or withholding of tax as required by
law).

6. Automatic Renewal and Recurring Billing
The Services and the Fees will continue to renew indefinitely on a monthly basis, in
accordance with clause 2, and the Customer will pay the Fees in respect of each month
in accordance with this clause 7 unless the Customer notifies Touchpoint PPC Limited in
accordance with clause 13 that the Customer want to cancel the Services and no longer
wish to pay the Fees. Otherwise, Touchpoint PPC Limited will continue to debit the Fees
from the Customer’s account each month via the Customer’s Stipe subscription.
Touchpoint PPC Limited will not pay any chargeback amount if the Customer fails to
terminate this agreement in accordance with clause 13. By signing up to this recurring
Service, the Customer acknowledge that the Services have an initial and recurring
payment feature and the Customer accept responsibility for all recurring charges prior to
the termination of this agreement. Such termination notice will not affect charges
submitted before Touchpoint PPC Limited could reasonably act on such notice.

8. Use in Dalby Media’s portfolio

8.1. Unless otherwise agreed in writing, Touchpoint PPC Limited retains the right to describe
the Services and reproduce, publish and display the Deliverables (including analysis of
the results Touchpoint PPC Limited achieves in performing the Services), and to describe
the Customer as being a customer of Touchpoint PPC Limited, in Touchpoint PPC Limited
portfolios, pitch decks and websites for the purposes of recognition or professional
advancement.

8.2. In connection with such uses under this clause 8 Touchpoint PPC Limited may:
(i) continue to exercise such rights after termination of this agreement; and
(ii) refer to the Customer, and use the Customer’s name, logos, and other branding
(acting reasonably, and without holding itself out as acting on behalf of the
Customer).

9. Intellectual property rights

9.1. All Intellectual Property Rights in or arising out of or in connection with the Services
(other than Intellectual Property Rights in any materials provided by the Customer) will
be owned by Touchpoint PPC Limited.

9.2. Touchpoint PPC Limited grants to the Customer or will procure the direct grant to the
Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free irrevocable
licence to use the Intellectual Property Rights to the extent such use is reasonably
required for the Customer to enjoy the benefit of the Services.

9.3. Each party will retain ownership of all Intellectual Property Rights existing at the
commencement of this Contract.

9.4. The Customer grants Touchpoint PPC Limited a fully paid-up, non-exclusive, royalty-free,
non- transferable licence to copy and modify any materials provided by the Customer to
Touchpoint PPC Limited for the term of the Contract for the purpose of providing the
Services to the Customer.

9.5. The Customer warrants that Touchpoint PPC Limited’s use of the Customer’s Intellectual
Property Rights will not infringe the Intellectual Property Rights of any third party and will
indemnify Touchpoint PPC Limited’s from and against all losses, claims, expenses,
damages, and liabilities (including any taxes, fees or costs) which arise out of such
infringement.
10. Data protection
The parties will comply with their data protection obligations as set out in Schedule 2.

11. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN
TO THIS CLAUSE.

1. Background to the limits and exclusions on the Dalby Media’s liability.
Touchpoint PPC Limited has obtained insurance cover £250,000 for claims against
it for its professional liability. Details of that cover are available on request. The limits and
exclusions in this clause reflect that insurance cover and the Customer is responsible for
making its own arrangements for the insurance of any excess liability or in relation to any
other types of loss.
2. All services or products supplied to the Customer by Touchpoint PPC Limited are
supplied subject to this term limiting Touchpoint PPC Limited liability.

3. References to liability in this clause include every kind of liability arising under or
in connection with this agreement including but not limited to liability in contract,
tort (including negligence), misrepresentation, restitution or otherwise.

4. No limitations in respect of deliberate default. Neither party may benefit from
the limitations and exclusions set out in this clause in respect of any liability
arising from its deliberate default.

5. No limitation of the Customer’s payment obligations. Nothing in this clause
shall limit the Customer’s payment obligations under the Agreement.

6. Liabilities which cannot legally be limited. Nothing in this agreement limits any
liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or
section 2 of the Supply of Goods and Services Act 1982 (title and quiet
possession).

7. Cap on Touchpoint PPC Limited Liability
Subject to clause 11.4 (no limitations in respect of deliberate default), and clause 11.6 (liabilities
which cannot legally be limited) the Touchpoint PPC Limited total liability to the Customer:
(a) for all loss or damage covered by its insurance is limited to £250,000 for any
one claim;
(b) for all other loss or damage shall not exceed the Charges.

8. Specific heads of excluded loss
Subject to clause 11.6 (liabilities which cannot legally be limited), the following types of
loss are specifically excluded:
(a) Loss of profits.
(b) Loss of sales or business.
(c) Loss of agreements or contracts.
(d) Loss of anticipated savings.
(e) Loss of use or corruption of software, data or information.
(f) Loss of or damage to goodwill.
(g) Indirect or consequential loss.
(h) Subject only to Touchpoint PPC Limited obligation in clause 3.6 above all loss
or liability incurred directly or indirectly as a result of any form of unauthorised IT
system access, electronic attack, privacy breach or other computer misuse by a
third party including but not limited to hacking, cyber-attack, the operation of
viruses or the compromise of any private data.

9. No liability for claims not notified within twelve months. Unless the Customer
notifies Touchpoint PPC Limited that it intends to make a claim in respect of an event
within twelve months of the date it became or ought to have become aware of the
circumstances that give rise to the claim, then Touchpoint PPC Limited will have no
liability for that claim. The notice must be in writing and must identify the event and
the grounds for the claim in reasonable detail.

9. This clause 11 will survive termination of the Contract.
12. The Right to Suspend
12.1. If Touchpoint PPC Limited’s performance of any of its obligations under the Contract is
prevented or delayed by any act or omission by the Customer or failure by the Customer
to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, Touchpoint
PPC Limited will have the right to suspend performance of the Services until the
Customer remedies the Customer Default, and to rely on the Customer Default
to relieve it from the performance of any of its obligations in each case to the
extent the
Customer Default prevents or delays Touchpoint PPC Limited’s performance of
any of its obligations;
(b) Touchpoint PPC Limited will not be liable for any costs or losses sustained or
incurred by the Customer arising directly or indirectly from Touchpoint PPC
Limited’s failure or delay to perform any of its obligations as set out in this
clause 12.1; and
(c) the Customer will reimburse Touchpoint PPC Limited on written demand for any
costs or losses sustained or incurred by Touchpoint PPC Limited arising directly
or indirectly from the Customer Default.
12.2. Without affecting any other right or remedy available to it, Touchpoint PPC Limited may
suspend the supply of Services under the Contract or any other contract between the
Customer and Touchpoint PPC Limited if:
(a) the Customer fails to pay any amount due under the Contract on the due date
for payment;
(b) the Customer fails to perform any of its obligations under clause 4;
(c) the Customer becomes subject to any of the events listed in 13.1(c) or use
13.1(d), or Touchpoint PPC Limited reasonably believes that the Customer is
about to become subject to any of them; or
(d) Touchpoint PPC Limited reasonably believes that the Customer is about to
become subject to any of the events listed in e 13.1(b).

13. Termination

13.1. Without affecting any other right or remedy available to it, either party may terminate the
Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if
such a breach is remediable) fails to remedy that breach within 14 days of that
party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering
administration, provisional liquidation or any composition or arrangement with its
creditors (other than in relation to a solvent restructuring), applying to court for
or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being
wound up (whether voluntarily or by order of the court, unless for the purpose of
a solvent restructuring), having a receiver appointed to any of its assets or
ceasing to carry on business;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to
cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the
terminating party’s opinion the other party’s capability to adequately fulfil its
obligations under the Contract has been placed in jeopardy.

13.2. Without affecting any other right or remedy available to it, Touchpoint PPC Limited may
terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date
for payment; or
(b) there is a change of control of the Customer.

14. Consequences of termination

14.1.On termination or expiry of the Contract the Customer will immediately pay to Touchpoint
PPC Limited all of Touchpoint PPC Limited’s outstanding unpaid invoices and interest
and, in respect of Services supplied but for which no invoice has been submitted,
Touchpoint PPC Limited will submit an invoice, which will be payable by the Customer
immediately on receipt.

14.2.Termination or expiry of the Contract will not affect any rights, remedies, obligations or
liabilities of the parties that have accrued up to the date of termination or expiry, including
the right to claim damages in respect of any breach of the Contract which existed at or
before the date of termination or expiry.

14.3.Any provision of the Contract that expressly or by implication is intended to come into or
continue in force on or after termination or expiry of the Contract will remain in full force
and effect.

15. Dispute resolution

15.1. A party claiming that a dispute has arisen under or in connection with this agreement
agrees to not commence court proceedings arising from or relating to the dispute, other
than a claim for urgent interlocutory or other urgent relief or to preserve the right to begin
proceedings, unless that party has complied with the requirements of this clause.

15.2. A party that requires resolution of a dispute which arises under or in connection with this
agreement agrees to give the other party or parties to the dispute written notice
containing reasonable details of the dispute and requiring its resolution under this clause.

15.3. Once the dispute notice has been given, each party to the dispute agrees to then use its
best endeavors to resolve the dispute. If the dispute is not resolved within a period of 14
days (or such other period as agreed by the parties in writing) after the date of the notice
the parties will attempt to resolve their dispute through mediation before beginning legal
proceedings.
General

16. Force majeure. Neither party will be in breach of the Contract nor liable for delay in
performing, or failure to perform, any of its obligations under the Contract if such delay or
failure result from events, circumstances or causes beyond its reasonable control.
Without limiting the generality of that phrase it will include the shortage of available
labour or subcontractors, problems accessing or operating the relevant platforms and
any pandemic.

17. Assignment. A party cannot assign, novate or otherwise transfer any of its rights or
obligations under this agreement other than to a subcontractor, without the prior written
consent of the other party

18. Confidentiality.
(a) Each party undertakes that it will not at any time during the Contract, or after the
expiry of the Contract, disclose to any person any confidential information
concerning the business, affairs, customers, clients or suppliers of the other
party, except as permitted by 18(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or
advisers who need to know such information for the purposes of carrying
out the party’s obligations under the Contract. Each party will ensure that
its employees, officers, representatives, contractors, subcontractors or
advisers to whom it discloses the other party’s confidential information
comply with this 18;
(ii) as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority; and
(iii) with the other party’s prior written consent.
(c) Neither party will use the other party’s confidential information for any purpose
other than to perform its obligations under the Contract.

19. Costs. Except as otherwise provided in this agreement, each party agrees to pay its
own costs and expenses in connection with negotiating, preparing, executing and
performing this agreement.

20. Entire agreement. The Contract constitutes the entire agreement between the parties
and supersedes and extinguishes all previous agreements, promises, assurances,
warranties, representations and understandings between them, whether written or oral,
relating to its subject matter.
21. Variation. Except as set out in these Conditions, no variation of the Contract will be
effective unless it is in writing and signed by the parties (or their authorised
representatives).

22. Waiver. No party to this agreement may rely on the words or conduct of any other party
as a waiver of any right unless the waiver is in writing and signed by the party granting
the waiver.

23. Severance. If any provision or part-provision of the Contract is or becomes invalid,
illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and
enforceability of the rest of this agreement. If any provision or part-provision of this
Contract deleted under this 23 the parties will negotiate in good faith to agree a
replacement provision that, to the greatest extent possible, achieves the intended
commercial result of the original provision.

24. Third Party Terms and Conditions. The Customer acknowledges and agrees that
when Dalby Media places advertisements or buys goods and services as the Customer’s
agent the platform (including but not limited to Google Adwords, Instagram, and
Facebook) and any other third-party suppliers of goods or services may apply their own
standard terms and conditions to any contract made by Touchpoint PPC Limited and the
Customer
agrees both that Touchpoint PPC Limited has the authority to bind the Customer to those
standard terms and conditions and also indemnifies Touchpoint PPC Limited from any
loss incurred by Touchpoint PPC Limited as a result of any obligations accepted by
Touchpoint PPC Limited when placing those advertisements or buying those goods and
services.

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

26. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales will
have exclusive jurisdiction to settle any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with the Contract or its subject matter
or formation.