Terms and Conditions
Parties:
- ADCLEAR: Bilberry Technologies Ltd (trading as ADCLEAR), a company registered in England and Wales with company number 15536855, whose registered office is 85 Great Portland Street, First Floor, London W1W 7LT, United Kingdom. Email address: contact@adclear.ai.
- CLIENT: The individual or entity (a) listed as the "Client" in the Order or (b) which continues to use the Adclear Platform.
- Definitions and Interpretation
In this Agreement, unless the context requires otherwise, the following definitions apply:
Adclear IP is defined in clause 9.
Adclear Platform means the software program owned and operated by Adclear to support businesses to identify risk within their digital content and includes any modifications, improvements and updates to it and the Documentation and Reports.
Agreement means these Terms and Conditions (including the additional information included at the end of this document), each Order, the Service Level Agreement, the Data Processing Agreement along with annexes and any other documents, amendments, addenda, statements of work or similar, which the Parties may enter from time to time in the context of the provision and receipt of the services contemplated herein and in the Order.
Authorised User means the individual(s) authorised by Adclear to use the Adclear Platform on behalf of the Client, being those who have been assigned a unique access login and password by Adclear.
Business Day means any day that is not a Saturday, Sunday, bank holiday or public holiday in England and Wales.
Commencement Date has the meaning in the Order, or if a commencement date is not indicated or remains unclear, either (a) the date a user starts using the Services start or (b) one (1) month after signature of an Order, whichever occurs earlier.
Commitment Term refers to the period of the subscription, either a Minimum Term or a Renewal Term, as set out in an Order.
Confidential Information means all confidential, non-public or proprietary information, regardless of how the information is stored or delivered, exchanged between the Parties before, on or after the date of this Agreement, relating to the business, products, services, customers or other affairs of the Discloser of the information but does not include information which is in or becomes part of the public domain other than through breach of this Agreement.
Consequential Loss means any loss or damage which is indirect, consequential, special damage (even if the relevant Party was aware of the circumstances in which such special damage could arise), punitive, exemplary or incidental, including any loss of profit, sales, revenue or business opportunity, anticipated savings or business opportunity, loss or corruption of software, data or information; or wasted expenditure or damage to goodwill however caused or arising as a result of the Agreement.
Companies Act means the Companies Act 2006 and related amendments.
Digital Content means all information and data in any media and form that Client inputs into the Adclear Platform or is otherwise obtained from Websites.
Discloser means a discloser of Confidential Information.
Dispute is defined in clause 15 (Dispute Resolution).
Dispute Notice is defined in clause 15 (Dispute Resolution).
Documentation means manuals including release notes, reference guides, specifications, user guides or other documents and materials provided to Client in relation to the Adclear Platform and/or the Services, as updated by Adclear from time to time.
Feedback means collectively any information, responses or actions, including comments or suggestions, that Client or its Authorised Users provide to Adclear (or its authorised agent) or through the Adclear Platform regarding errors, problems, defects, or suggestions for changes and improvements to the Adclear Platform and/or the Services for the purpose of improving the Rules, the Adclear Platform and/or the Services.
Fees means the fees for the Services as set out in the applicable Order.
Force Majeure means any event or circumstances beyond the reasonable control of a Party including any fire, lightning strike, flood, earthquake, natural disaster, pandemic, epidemic, sabotage, nuclear contamination, terrorism, war or civil riot that occurs to the extent that it results in a Party being unable to perform an obligation under this Agreement.
Good Industry Practice means the exercise of that degree of care, professionalism, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same type of activity under the same or similar circumstances.
Insolvency Event means in respect of a Party, the occurrence of one or more of the following events:
i. the company stops or suspends or threatens to stop or suspend payment of all or a class of its debts;
ii. the company is insolvent within the meaning of section 123 of the Insolvency Act 1986;
iii. an order is made for the winding up or dissolution of the company;
iv. the company is struck off the register of companies or notice of its proposed striking-off is given to it; or
v. anything analogous to or of a similar effect to anything described above under the laws of any relevant jurisdiction.
Intellectual Property Rights means all intellectual property rights including current and future registered and unregistered rights in respect of patents, utility models, rights to inventions, copyright and related rights, designs, circuit layouts, trade marks and service marks, trade names, trade secrets, know-how, confidential information, and rights in domain names, rights in goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for, 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.
Law means all applicable laws, statutes, regulations, rules, regulatory requirements, directives, guidance, notices and codes of practice (whether having the force of law or, where non-binding, representing prevailing regulatory expectations) of any governmental, judicial or regulatory authority, including data protection laws; and in each case as amended, extended, re-enacted or replaced from time to time and applicable to the parties and the services performed under this Agreement.
Liability means any direct liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), including all reasonable costs, charges and expenses howsoever arising.
Order means an order form and/or proposal issued by Adclear to the Client in connection with this Agreement and signed by the Parties incorporating these Terms and Conditions.
Party means a party to this Agreement, being (as applicable) Adclear or the Client, and Parties means both of them.
Recipient means a Party receiving Confidential Information.
Reports means any report or other information generated by Adclear, or through the Services, regarding the evaluation and management of Client's Digital Content through the Adclear Platform.
Rules means the compliance rules (including disclaimer checkers) existing in the Adclear Platform at any time, including the standard rules existing as at the Commencement Date and any standard or additional/custom rules added during the Commitment Term (including as created or developed in connection with any Services), and includes any amendments or updates to the Rules.
Services means the services as described in clause 4 and particularised in an Order, which are to be provided by Adclear to the Client subject to this Agreement.
Third Party Materials is defined in clause 5.
Use Parameters means the use parameters that apply to the Adclear Platform and the Services, as set out in an Order, or notified by Adclear from time to time.
VAT has the meaning given in the Value Added Tax Act 1994 and related amendments.
Website means the websites or web domains that the Client has notified to Adclear for the purpose of website and web domain scanning in connection with the Services (to the extent an Order includes such scanning).
The following apply in the interpretation of this Agreement, unless the context requires otherwise:
(a) a reference to any Act, regulation, rule or similar instrument includes any consolidations, amendments or re-enactments of it, any replacements of it, and any regulation or other statutory instrument issued under it;
(b) a reference to any Act, regulation, rule or similar instrument includes any consolidations, amendments or re-enactments of it, any replacements of it, and any regulation or other statutory instrument issued under it;
(c) a reference to the singular includes the plural number and vice versa;
(d) a reference to a party means a person who is named as a party to this Agreement;
(e) person includes a firm, corporation, body corporate, unincorporated association and a governmental authority;
(f) a reference to a party or a person includes that party's or person's executors, legal personal representatives, liquidators, successors, administrators, trustees in bankruptcy and similar officers and, where permitted under this Agreement, their substitutes and assigns;
(g) includes means “includes but without limitation”;
(h) where a word or expression has a defined meaning, its other grammatical forms have a corresponding meaning;
(i) a reference to doing something includes an omission, statement or undertaking (whether or not in writing) and includes executing a document; and
(j) a heading is for reference only. It does not affect the meaning or interpretation of this Agreement.
2. Agreement
2.1. By signing the Order, or by continuing to use the Adclear Services, the Client agrees to enter into a legally binding agreement governed by the Agreement.
2.2. Adclear reserves the right to update the Terms and Conditions and the Data Processing Agreement to reflect changes in Law and updates to the Adclear Services from time to time.
2.3. If there is a conflict or ambiguity between (1) the Order (if applicable), (2) these Terms and Conditions, (3) the Service Level Agreement, (4) the Data Processing Agreement, and/or (5) the Privacy Policy, a provision contained in a document higher in this list numerically shall take precedence over a provision contained in a document lower in this list.
3. Orders
3.1. Each Order is effective on the Effective Date (as indicate) and will specify the Services start date or the default Commencement Date.
3.2. An Order will continue until all Services to be provided pursuant to that Order have been provided in full, or the Agreement is terminated, whichever occurs first. Unless the parties agree otherwise in writing, if the Order includes subscription services, those services will continue to be provided (and the relevant Order will continue) until this Agreement is terminated.
4. Services
4.1. Adclear will provide the Services stated in an Order in accordance with the specifications in that Order and this overall Agreement.
4.2. The Client may use the Services subject to, and only in accordance with, this Agreement.
4.3. Adclear will provide the Adclear Platform and Services with reasonable skill and care and in accordance with Good Industry Practice.
4.4. The Adclear Platform will have 99% availability/uptime (the “SLA”) excluding scheduled maintenance which the Client shall be notified of not less than one Business Day in advance. If the SLA drops below 99% in three consecutive months, the Client shall be entitled to service credits highlighted in the Service Level Agreement which forms part of the Agreement.
5. Third Party Materials
5.1. Use of the Services may enable Client to access and/or use third party services, resources, content and information (Third Party Materials). By accessing and/or using Third Party Materials in conjunction with the Services, Client agrees and acknowledges:
i. it instructs Adclear to scan and present Third Party Materials that the Client has selected or requested;
ii. it assumes sole responsibility and all risk arising from or in connection with its access to and/or use of Third Party Materials;
iii. Adclear has no liability whatsoever to Client or any third parties in connection with Client's access and/or use of Third Party Materials; and
iv. Adclear does not represent that it will prevent or restrict Third Party Materials from being accessed or used by Client.
6. Acceptable Use
6.1. In connection with the Client's (including its Authorised Users') access and use of the Services, the Client must, and must ensure that its Authorised Users, at all times:
i. use commercially reasonable efforts to prevent unauthorised access to or use of the Adclear Platform, including keeping login details confidential and not permitting any third party to access or use its (or any of its Authorised Users') login details;
ii. promptly notify Adclear if it becomes aware of or reasonably suspects any security breach, including any loss, theft, or unauthorised disclosure or use of its (or any of its Authorised Users') login details; and
iii. use or otherwise access Adclear Platform only in accordance with this Agreement and applicable Laws.
6.2. The Client is solely responsible for the source, accuracy, quality, integrity and legality of all content that it (or its Authorised Users') inputs into or uses in connection with, or directs Adclear to input into or use in connection with, the Adclear Platform and must not make any claim against Adclear for any Liability arising in that regard.
6.3. Adclear’s Platform has been designed to be integrated into an organisation’s online internal communication and workflow automation systems. Client acknowledges that, in order to use the Adclear Platform and/or our Services, Adclear may require to have an active account with such system (including accepting the terms and conditions of any such system). Client acknowledges and agrees that in providing the Adclear Platform and/or the Services to Client, Adclear may access an Authorised User’s and/or the Client’s Slack account and channels as the Client instructs Adclear to access and deliver content or outcomes through those channels.
7. Prohibited Acts
7.1. Client warrants that Client and its Authorised Users will not attempt to nor permit or assist any other person to do any of the following:
i. copy, reproduce, publish, transmit, broadcast, archive, download (other than through caching necessary for personal use), distribute, modify, display, perform, licence, transfer, exchange, translate or derive the source code of all or any portion of the Adclear Platform including by reverse engineering, disassembly, decompilation or by any other means except as allowed under applicable Law or expressly permitted by Adclear in writing;
ii. use any robot, spider, scraper or other automated means to access the Adclear Platform and/or our Services, including any content or information obtained from their use;
iii. decompile, reverse engineer or disassemble the Adclear Platform and/or our Services or processes (except as permitted by applicable Law);
iv. use of any network monitoring or discovery software to determine the site architecture, or extract information about usage, individual identities or users of the Adclear Platform;
v. insert any code or product or manipulate the content of the Adclear Platform and/or Services in any way;
vi. use any data mining, data gathering or extraction method;
vii. transmit any material that is defamatory, offensive or otherwise objectionable in relation to Client’s use of the Adclear Platform and/or the Services. Adclear may reject, modify, or delete any material that is considered defamatory, offensive or otherwise unlawful, or that infringes the rights of anyone else;
viii. upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Adclear Platform and/or the Services, including any software viruses or any other computer code, files or programmes;
ix. interfere or tamper with any security-related or other features of the Adclear Platform;
x. "frame", "mirror" or otherwise incorporate any part of the Adclear Platform into any other website without Adclear's prior written consent;
xi. sub-licence, distribute, resell, transfer or provide a third party with access to any part of the Adclear Platform and/or the Services;
xii. alter, remove or tamper with any of Adclear's Intellectual Property Rights in the Adclear Platform; and/or
xiii. assist or facilitate any third party to do any of the above acts.
7.2. In connection with the Adclear Platform, the Client must not (and must ensure that its Authorised Users do not) input or use, or direct Adclear to input or use, content owned by a third party if that input or use would infringe a third party's Intellectual Property Rights.
7.3. Where relevant, Client shall not obtain, retain, use, or provide access to the Services to an affiliate or any third party in a manner that may breach any applicable export control or economic sanctions laws and regulations for any jurisdiction including the United States of America, the United Kingdom and/or the European Union and its Member States.
7.4. Client acknowledges and agrees that Adclear may at any time temporarily suspend access to and Client’s use of the Adclear Platform and/or the Services, with or without notification to the Client, if Adclear reasonably believes there to be fraudulent activity or material breach of these Terms and Conditions. Any temporary suspension placed on an Authorised User’s account will not last any longer than 10 Business Days, after which Adclear will either terminate the Agreement, remove the Authorised User altogether or remove the suspension. Adclear are not obliged to credit or discount a subscription for suspensions in circumstances where the Client’s or an Authorised User’s act or omission constitutes fraudulent activity in the Adclear Platform or the Client and/or the Authorised User are in breach of obligations under the Agreement.
7.5. Client agrees to indemnify and hold Adclear harmless against any Liability in connection with any third party claim arising out of Client's breach of this clause 7 (including breach resulting from its Authorised Users). In particular, Client shall indemnify Adclear, our officers, directors, employees, agents and consultants against all Liabilities suffered or incurred by Adclear arising out of or in connection with Client’s and/or any Authorised User’s use of the Adclear Platform and/or the Services; and any breach of the Agreement by the Client and/or any of Client’s Authorised Users.
8. Fees
8.1. Client agrees to pay all Fees for the Services specified in each Order.
8.2. Unless specified otherwise in an Order, Fees for subscription services included in an Order will be invoiced annually in advance and payable within 15 calendar days after the date of issue of the invoice.
8.3. All other Fees are invoiced as specified in an Order (or, if the Order does not specify invoicing details, upon completion of each relevant Service) and are payable to Adclear within 20 calendar days after the date of issue of the invoice and shall be subject to set-of, counterclaim or deduction.
8.4. If any supply made under or in connection with this Agreement is subject to VAT, the supplier may increase the consideration otherwise provided for by the amount of that VAT and recover such additional amounts from the recipient. This clause does not apply to the extent that the consideration is expressly agreed to be VAT inclusive.
8.5. Adclear may, no more than once in any 12-month period, and not during the applicable Commitment Term, increase the Fees payable under an Order by giving the Client not less than 60 days' notice in writing.
8.6. Without limiting any other right or remedy available to Adclear, if the Client fails to pay any Fees due under this Agreement by the relevant due date, Adclear may suspend the Client's (and its Authorised Users') access to the Adclear Platform until payment is received in full. Interest shall accrue on a daily basis on such due amounts at an annual rate equal to 2% over the then current base lending rate of Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
9. Intellectual Property
9.1. Adclear warrants that it owns, or has the necessary rights to use, all rights, title and interest in the Intellectual Property Rights in the Adclear Platform, the Services, Documentation, Reports and Rules (“Adclear IP”). Client agrees not to take any action inconsistent with Adclear’s ownership of its Intellectual Property Rights and agree not to challenge Adclear’s ownership or use of such Intellectual Property Rights and further agree not to attempt to register any such Intellectual Property Rights, owned or used by Adclear or any other names or marks confusingly similar thereto.
9.2. Where a third party alleges that the Client’s authorised use of the Adclear IP in accordance with this Agreement infringes that third party’s Intellectual Property Rights, Adclear shall be entitled, at its sole discretion and at its own cost, to take conduct of and exclusively control the defence and/or settlement of any such third party claim, provided that the Client: (i) promptly notifies Adclear of the claim; (ii) permits Adclear to assume sole control of the defence and settlement of the claim; and (iii) provides all reasonable cooperation required by Adclear. Adclear will have no liability under this clause to the extent the claim results from: (1) use of the Adclear IP in combination with any software, data, or services not supplied or approved by Adclear; (2) modification of the Adclear IP by any person other than Adclear; (3) use of the Adclear IP in breach of this Agreement; or (4) compliance by Adclear with any instructions, data, or materials supplied by the Client.
9.3. Nothing in this Agreement transfers ownership of any Adclear IP to the Client or its Authorised Users.
9.4. In consideration of the Fees and subject to the terms of this Agreement, to the extent an Order includes subscription services, Adclear grants Client a limited, revocable, non-exclusive, non-transferable and non-sub-licensable licence to access and use the Adclear Platform in accordance with the Use Parameters solely for its internal business use during the Commitment Term (or, if a shorter period is specified in an Order, for that shorter period only). Except for this limited licence, Adclear grant Client no right, title or interest in the Adclear Platform.
9.5. Client warrants it is the holder of rights in the Digital Content that Client makes available to Adclear, including through the Adclear Platform and/or the Services. When Client makes available material to Adclear, Client grant to Adclear a non-exclusive, royalty-free, fully paid-up, perpetual, worldwide, revocable licence to use and reproduce such material for the purpose of enabling the Adclear Platform to deliver outcomes and Reports, providing the Services to the Client, and/or improving the operation of the Adclear Platform and/or the Services. Client grants Adclear a non-exclusive and non-transferable licence to use its Digital Content, to the extent necessary to:
i. provide the Services and support its use of the Adclear Platform; and
ii. improve the accuracy of the Adclear Platform solely for the benefit of the Client, and never for the purpose of training, fine-tuning, or improving any models or systems used for other clients or for Adclear’s general model development. Any such use shall be limited to Client-specific optimisation and shall not result in the creation of any model trained on, or fine-tuned using, Client Digital Content. For clarity, Client Digital Content will not be used to train or fine-tune any machine-learning models other than those strictly necessary to provide the Services to that Client.
9.6. Subject to the provisions of this clause 9, Client retains all right, title to and interest in the Intellectual Property Rights in its Digital Content.
9.7. Client agrees that any Feedback it provides to Adclear will be the sole property of Adclear and deemed the Confidential Information of Adclear. Adclear may use Feedback in any manner it deems fit, including incorporating it in its products and/or services.
10. Publicity
10.1. Adclear may use Client's name and disclose that Client is a user (or, after termination, was a former user) of the Adclear Platform in advertising, press, promotion and similar public disclosures, including at trade shows.
11. No warranties
11.1. The Client acknowledges and agrees:
i. the functions of the Adclear Platform and the Services are designed to act as a compliance aid and educational tool. Adclear does not warrant that the Adclear Platform or the Services will identify any or all content that is incompatible with laws and/or regulations against which it is being assessed. Adclear has not received and does not provide legal or regulatory sign-off, advice or opinions upon which Client or Authorised Users may rely. The Adclear Platform and the Services do not replace the need for a trained compliance or legal professional to check and approve Digital Content prior to publication. Client assumes sole responsibility for any conclusions drawn from using the Adclear Platform and/or Services, as well as for meeting any individual, specific or professional requirements. Client acknowledges and agrees that use of Adclear Platform does not constitute outsourcing of any regulatory obligations by the Client to Adclear;
ii. Adclear disclaims any liability whatsoever for any inability or failure of the Adclear Platform or the Services to identify any or all Digital Content any or all that is incompatible with laws and/or regulations against which it is being assessed., to the fullest extent permissible by Law;
iii. Documentation and Reports may be incomplete, inconsistent and contain errors. Adclear shall correct such incompleteness, inconsistencies and errors within a reasonable time of becoming aware of them or other time period as agreed between the Parties in writing; and
iv. Adclear may add, alter or remove functionality to the Adclear Platform and/or the Services at any time and without prior notice to Client, but any changes will not diminish or remove existing functionality unless the diminished or removed functionality is being upgraded or replaced with another function.
11.2. Adclear does not warrant that the Adclear Platform or the Services will be able to access, input or verify:
i. all Digital Content published on Websites as the Adclear Platform; or
ii. all Digital Content published on Websites as the Adclear Platform cannot detect all types and formats of content; or
iii. any Digital Content at a particular point in time or over a period of time, including due to ongoing development and maintenance of Websites and/or the Adclear Platform.
iv. The Client acknowledges that outputs generated by the Adclear Platform, including AI-assisted or AI-generated outputs, may be provided in an automated manner based on the information, data and Digital Content which users input into the Adclear Platform, and as such may be probabilistic, may contain inaccuracies, and are intended solely as an aid to support the Client’s internal review processes. Such outputs are not intended to meet any individual, specific or professional requirements Such outputs do not constitute legal, regulatory, or compliance advice. The Client remains solely responsible for reviewing, validating, and approving all outputs before relying on or publishing them, and Adclear accepts no liability for any decisions made or actions taken by the Client in reliance on such outputs. Client undertakes to obtain professional or specialist advice before taking, or refraining from, any action on the basis of the output and shall assume sole responsibility for any conclusions drawn from using the Adclear Platfrom and/or Services, as well as for meeting any individual, specific or professional requirements.
11.3. To the extent permitted by law, Adclear expressly disclaims any Liability arising out of the matters referred to in clauses 11.1 and 11.2 above.
11.4. Other than the express warranties set out in this Agreement, to the extent permitted by law, Adclear disclaims any and all warranties, whether express or implied by statute or otherwise with respect to the Adclear Platform, the Services and any and all other material provided to Client by Adclear under this Agreement, including but not limited to, any warranty that the Adclear Platform will function without interruption or that it is error-free or any implied warranties of satisfactory quality or fitness for purpose.
12. Limitation of Liability
12.1. Subject to clauses 12.2 – 12.5 below, each party’s liability for all matters related to this Agreement will be limited in the aggregate to the greater of (i) £10,000 or (ii) the Fees paid or payable by Client for the Services in the 12-month period immediately preceding the event which gave rise to such liability (or, if the claim is made within the first 12 months, 12 times the average of the monthly charges paid of payable).
12.2. Notwithstanding clause 12.1 above, each party’s liability for any breach of clause 13 (Confidentiality) and clause 9.2, will be limited in the aggregate to the greater of: (i) £50,000 or (ii) a multiple of three times the Fees paid or payable by Client for the Services in the 12-month period immediately preceding the event which gave rise to such liability (or, if the claim is made within the first 12 months, a multiple of three times of the monthly charges paid or payable).
12.3. Nothing in this Agreement shall limit the liability of a Party for (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by negligence of a Party, its officers, employees, contractors or agents; or any other liability which may not be excluded by law.
12.4. Notwithstanding any other provision of this Agreement, to the extent permitted by law, Adclear shall not be liable for any Consequential Loss. In particular, Adclear shall not be responsible for any damages resulting from any decisions by Client (or an Authorised User) made in reliance on the Adclear Platform and/or Services, including financial, tax and accounting, legal, compliance, or any other professional advice. Client agrees that use the Adclear Platform and/or the Services is Client’s own risk in these respects. Client remains solely responsible for the preparation, Digital Content, accuracy and review of any documents, data, or output prepared or resulting from the use of the Adclear Platform and/or Services and for any decisions made or actions taken based on the data contained in or generated by the Adclear Platform and/or Services.
12.5. Nothing in the Agreement excludes the liability of the Client for any breach, infringement or misappropriation of Intellectual Property Rights of Adclear.
12.6. Each Party is under a duty to take reasonable steps to mitigate any loss suffered by it in connection with this Agreement (including for the avoidance of doubt in relation to any indemnity) and each Party's Liability for loss in connection with this Agreement is reduced to the extent that the other Party failed to take reasonable steps to mitigate loss.
13. Confidentiality
13.1 Each Party undertakes to keep the Confidential Information of the other Party secret and to protect and preserve the confidential nature and secrecy of the Confidential Information of the other Party.
13.2. A Recipient may only use the Confidential Information of the Discloser for the purposes of performing the Recipient's obligations or exercising the Recipient's rights under this Agreement.
13.3. A Recipient may not disclose Confidential Information of the Discloser to any person except to:
i. representatives, legal advisers, auditors and other consultants of the Recipient who require it for the purposes of performing its obligations or exercising its rights under this Agreement and then only on a need to know basis; or
ii. if required to be disclosed by Law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, or a stock exchange provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.
13.4. Upon written request following termination of this Agreement, the Recipient must promptly return or securely destroy all documents and materials containing the Discloser’s Confidential Information in its possession, power, or control, including any copies held by persons to whom the Recipient has disclosed such information. Notwithstanding the foregoing, the Recipient may retain a single archival copy of the Confidential Information only as required to comply with applicable Law, internal record-keeping policies, regulatory obligations, or for use in connection with actual or reasonably anticipated disputes. Any Confidential Information retained pursuant to this clause shall remain subject to the confidentiality obligations of this Agreement for as long as it is retained.
14. Termination
14.1. This Agreement may be terminated at any time after the expiry of the Commitment Term by either Party giving at least 20 Business Days’ written notice to the other Party. Any notice served during the Commitment Term takes effect at the end of that term.
14.2. Either Party may terminate this Agreement immediately by written notice if the other Party:
i. commits a material breach that is not remedied within 10 Business Days after receiving notice to do so;
ii. repeatedly breaches this Agreement in a manner that reasonably indicates it cannot or will not comply with its terms; or
iii. suffers an Insolvency Event.
14.3. Where Adclear terminates under clause 14.1, it will refund any Fees paid in advance for Services not provided after the effective date of termination. If the Client terminates under clause 14.1, Fees paid in advance are non-refundable.
14.4. Where the Client has elected to pay annual Fees in advance, such Fees are non-refundable, except where Adclear terminates under clause 14.1 above or fails to provide Services for the remaining period, in which case a pro-rata refund will apply. If the Client pays quarterly, Fees are payable in advance for each quarter and non-refundable for the then-current quarter.
14.5. Upon termination, all Orders will automatically terminate. The Client must:
i. cease all access to and use of the Adclear Platform and related Documentation, including to view Digital Content or Reports;
ii. destroy all login details held by it or its Authorised Users; and
iii. subject to Adclear’s security and data retention policies, retain read-only access for audit and record-keeping purposes.
14.6. Upon termination (except where the Client terminates under clause 14.2), the Client must pay within 5 Business Days all outstanding Fees for Services provided up to the termination date, including any pro-rata amounts for partial periods.
14.7. Termination does not affect any rights or obligations accrued up to the date of termination.
15. Dispute Resolution
15.1. If any dispute arises between the Parties with respect to the construction, effect or operation of this Agreement, or with respect to any matter connected with this Agreement or arising out of it (Dispute), the Parties must take the following steps to attempt to resolve the Dispute:
i. Either Party may serve a written notice on the other Party stating the nature of the Dispute and invoking the dispute resolution processes set out in this clause 15 (Dispute Notice); and
ii. the Parties must meet within 10 Business Days after the date of the receipt of the Dispute Notice, or such other period as the Parties agree in writing, and negotiate in good faith to resolve the Dispute.
a. If the Dispute is not resolved within 20 Business Days after receipt of the Dispute Notice, or such other period as the Parties agree in writing, the Dispute will be referred to mediation with the Parties to agree on a mediator who possesses the requisite skills and qualifications to assist the Parties in resolving the Dispute. The Parties will equally share all the costs of the mediation, including any fees charged by the mediator.
b. Pending the resolution of a Dispute in accordance with this clause 15, the Parties will observe and perform the terms and conditions of this Agreement.
c. Except for the purpose of obtaining urgent interlocutory relief or pursuing unpaid Fees, neither Party may commence or maintain any proceedings in any court with respect to a Dispute, unless and until that Party has complied with the procedures in this clause 15.
16. Notices
16.1 Any notice given in connection with this Agreement must be in legible writing, in English, and must be addressed to a Party and either hand delivered to, or sent by post to the relevant address or emailed to the relevant email address:
i. for Adclear, as set out at the top of this document (and in the Order);
ii. for the Client, as set out in an Order.
a. A notice is taken to have been given:
b. in the case of being hand delivered, on the date on which it is delivered;
c. in the case of being sent by post, on the third (seventh if sent to an address in another country) day after the date of posting;
d. in the case of delivery by email, at the time sent, unless the sender is notified, by a system or person involved in the delivery of the email, that the email was not successfully sent.
16.2 Any notice served in relation to actual or prospective litigation (including mediation) must be sent by post with a copy by email.
17. General
17.1 Governing Law and Jurisdiction. This Agreement, 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, shall be governed by the laws of England and Wales. Each Party submits to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
17.2. Variation. A provision of this Agreement or a right created under it, may not be waived or varied except in writing, signed by the Party or Parties to be bound.
17.3. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17.4. Costs. Each Party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.
17.5. Severability. If any part or provision of this Agreement is judged invalid or unenforceable in a jurisdiction, it is severed for that jurisdiction, and the remainder of this Agreement will continue to operate.
17.6. Assignment. The Client may not assign or transfer any of its rights or obligations under this Agreement without Adclear’s prior written consent, such consent not to be unreasonably withheld or delayed. Adclear may assign or transfer this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, upon written notice to the Client.
17.7. Remedies. The rights of a Party under this Agreement are cumulative and not exclusive of any rights provided by law.
17.8. Amendments. Any amendment to this Agreement has no force or effect, unless affected by a document executed by the Parties.
17.9. Survival. Clauses 5 and 7 to 17 (inclusive) survive termination of this Agreement.
17.10. Entire Agreement. This Agreement constitutes the entire agreement between the Parties in respect of its subject-matter and supersedes any previous understandings or agreements on that subject-matter, whether written or oral.
17.11. Relationship of the Parties. Nothing in this Agreement is intended to create a partnership, joint venture, or agency relationship between the Parties, and each of the Parties agree that they are entering into this Agreement only as independent contractors.
17.12. Third party rights. Nothing in this Agreement gives rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to a third party to enforce any term of the Contract.
17.13. Force majeure. Neither Party shall be in breach of the Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from Force Majeure. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four weeks, the party not affected may terminate the Agreement by giving seven days' written notice to the affected party.
Version 1.2. Last updated: 30 January 2026.