Capitalised terms used in this Agreement shall have the meanings set out below:

Affiliate: in relation to either party, any legal entity that directly or indirectly controls, is controlled by or is under common control with such party, where “control” means (i) ownership of more than 50% of the equity of such party or entity or (ii) the power to direct or cause the direction of the management and policies of such party or entity

Agreement: these Adzact Terms and Conditions, together with the Order and any other documents to which reference may properly be made in order to ascertain the rights and obligations of the parties.

Audience: a type of Persona AI.  The Audience is identified in the Order.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services, in accordance with clause 2.

Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.

Campaign: a marketing campaign of the Customer.

Confidential Information: a party’s technical or commercial know-how (including Customer Data and Supplier Data), specifications, inventions, processes or initiatives which are of a confidential nature and any other information concerning a party’s business, its products and services which is either (a) marked or identified as confidential at the time of disclosure or (b) of a nature generally understood to be confidential.

controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures:  as defined in the Data Protection Legislation.

Customer: the entity identified as the Customer in the Order.

Customer Data: Customer’s historical and current interaction sales and marketing data (for example, prospects, calling data, opportunities and previous clients) inputted by the Customer into the Services or provided by the Customer to Adzact for the purposes of the Services.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Fees: the fees payable by the Customer to Adzact in respect of the Services as set out in the Order and clause 7 of these terms.

Adzact: Adzactli Ltd t/a Adzact incorporated and registered in England and Wales with company number 14690010 whose registered office is at 7, Longfellow Avenue, Bath, England BA2 4SJ.

Adzact Data: the confidential, proprietary data and information of Adzact, including Recommendations, Persona AIs, Supplementary Information and any other information which Adzact uses to provide the Services.

Order: a “Adzact Order” document, signed (whether by hand or by electronic means) by both parties or a “Adzact Order” email sent to the Customer by Adzact and accepted by the Customer, for the purchase by the Customer of the Services.

Persona AI: a list of companies created by Adzact with certain common characteristics.

Recommendations: the ranked, suggested sales opportunities bespoke to the Customer based on the Customer Data generated by the Services if the Customer has purchased a FIT AI. Recommendations can be delivered through the Services or provided to the Customer in a file/document.

Renewal Period: each successive period of 12 months following the end of any initial term in the Order which is 12 months or longer.

Services: the services to be provided by Adzact to the Customer pursuant to the terms of the Agreement as specified in the Order.

Software: the online software applications being part of the Services.

Supplementary Insights: any information provided by Adzact such as product/service fit grades and signals, business profile information and the reasons why a business is recommended.  This information may enrich Recommendations or be information provided as part of a Persona AI or Value AI.

Term: the term for the provision of the Services as stated on the Order and as may be extended in accordance with clause 11.1.

The word “including” and similar shall not limit any preceding category and the singular shall include the plural and vice versa as the context so admits.A

1 Basis of agreement

1.1 Subject to any variation under clause 1.2, any contract formed by Adzact and the Customer will be on the terms of the Agreement to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document). 1.2 Any variation to the Agreement and any representations about the Services shall have no effect unless expressly agreed in writing and signed by duly authorised signatories of Adzact and the Customer. 1.3 The Agreement shall be effective from the date the Order is effective or from the date of commencement of the provision of the Services by Adzact to the Customer, whichever is the sooner. 1.4 In the event of any conflict between the documents forming the Agreement, they shall be interpreted in the following order of precedence:

• The terms contained in an Order; and

• The terms and conditions set out in these Adzact Terms and Conditions.

2 Licence to use Services

2.1 Subject to the Customer paying the applicable Fees, Adzact grants to the Customer a non-exclusive, non-transferable right to use and to permit the Authorised Users to use the Services on the terms of and as permitted by this Agreement during the Term solely for use by Customer’s marketing channels (whether in-house or provided by a third party) to target prospective sales.  Whilst the Customer may supplement Recommendations or an Audience with its own or third party information about a prospect, the Customer has no right to (i) combine the Recommendations, Audiences and Supplementary Insights with other information in such a way as to impact how the Services are utilised in a Campaign; or (ii) to use the Recommendations, Audiences and/or Supplementary Insights for the purpose of creating or enhancing its own or a third party’s data-sets, insights, models or software.  Adzact grants the Customer a perpetual, worldwide, royalty-free and non-exclusive right and license to use derivatives of the Recommendations or the results of a Campaign based on an Audience solely to the extent that prior to the termination of the Services the Customer has used such Recommendations or Audience to contact prospective sales and then incorporated the result of that contact into the Customer’s own CRM system.  The Customer has no right to use Adzact Data after termination of the Services. 2.2 The Customer undertakes: (a) to limit access to the Services to Authorised Users with a legitimate business need to access the Services and, if Authorised Users are to log in to the Services, that each shall have a unique log-in and shall keep a secure password for his/her use of the Services; (b) that it will not allow or suffer any unique log-in to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services; (c) only to make copies of the Adzact Data to the extent reasonably necessary to obtain the benefit of the Services as licensed pursuant to clause 2.1 and for the following purposes: back-up, security, disaster recovery and testing for legitimate internal compliance purposes or so as to enable the Customer to comply with any applicable law and regulation; (d) not to extract, utilise, use, exploit, distribute, disseminate, copy or store the Adzact Data for any purpose not expressly permitted by the Agreement; and (e) to keep the Adzact Data secure in accordance with generally accepted appropriate organisational and technical security measures and to promptly notify Adzact of any unauthorised access to or use of the Services. 2.3 The Customer is responsible for any breach of the terms of this Agreement by any of its Affiliates, Authorised Users (including any permitted third party sub-contractors) and any other person who accesses the Services via the Customer (whether permitted to do so by the Customer or not).

3 Supply of Services

3.1 Adzact shall, during the Term, provide the Services to the Customer in accordance with the terms of this Agreement. 3.2 Adzact may make operational changes to the Services that do not adversely affect the Customer or the quality of the Services without giving prior notice to the Customer and may control, direct and establish technical procedures for the use and supply of the Services. 3.4 In supplying the Services, Adzact shall: (a) perform the Services with reasonable care and skill; and (b) comply with all applicable laws, statutes and regulations from time to time in force. 3.5 The undertaking at clause 3.4 (a) shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Adzact’s reasonable instructions, or modification or alteration of the Services by any party other than Adzact or Adzact’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Adzact will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 3.4(a).  Notwithstanding the foregoing, Adzact: (a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; nor that the Services or the information obtained by the Customer through the Services will meet the Customer’s requirements; and (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4 Customer’s obligations

4.1 To enable Adzact to provide the Services, the Customer shall carry out the “Customer Responsibilities” set out in the Order.  

4.2 In addition, the Customer shall:

(a) provide Adzact with (i) all necessary co-operation in relation to the Agreement; and (ii) all necessary access to such information as may be required by Adzact in order to provide the Services;

(b) comply with all applicable laws and regulations with respect to its activities under the Agreement;

(c) carry out all Customer responsibilities as set out in the Agreement in a timely and efficient manner;

(d) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Adzact data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet are the responsibility of the Customer; and

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Adzact, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services.

5 Customer Data, Adzact Data and Personal Data

5.1 As between the parties, the Customer owns all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

5.2 The Customer grants Adzact a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence for the Term to use, analyse and match the Customer Data solely for the purpose of providing the Services to the Customer.

5.3 The Adzact Data provided to the Customer comprises information related to limited companies or limited liability partnerships only and as such does not constitute personal data.

5.4 To the extent that in carrying out the Services Adzact processes personal data (including in providing Campaign management services and where an Audience provided by Adzact when matched with other data either through LinkedIn, other social media platfom or from other Customer sources becomes personal data), the parties agree that the Customer is the controller of the personal data and Adzact is a processor.   Adzact will process that personal data in accordance with the provisions of the Data Processing Annex attached to these Terms.

5.5 The Customer will ensure that for the purposes of the Agreement it has all necessary appropriate consents and notices in place to enable lawful transfer of personal data to Adzact, the sharing of personal data with Adzact and for the use of Adzact Audiences in a social media Campaign. If applicable, the Customer will ensure that it complies with the requirements of the LinkedIn Ad’s Agreement or similar such agreements provided by other social media platforms concerning notices, consents and opt-outs.

5.6 Each party will comply with all applicable requirements of Data Protection Legislation.

5.7 To provide the Customer with Services comprising a Fit AI, Adzact will require Customer Data to build an AI model for the Customer. As part of the analysis of the Customer Data, Adzact’s algorithms will create statistical inferences which feedback into the Services to improve their functionality. The Customer’s original data cannot be extracted or reverse engineered from these statistical inferences. Neither will these inferences contain information which could be used to identify the Customer or any person. The Customer grants to Adzact an irrevocable, non-exclusive, royalty-free, fully paid up, perpetual, worldwide license to use these statistical inferences for the purposes of the provision of the Services and for improving the Adzact product.  Adzact will comply with its Security and Trust Policy relating to the security of the Customer Data.

6 Adzact Property

6.1 As between the parties, Adzact retains all right, title and interest, including without limitation all patent, copyright, trademark, trade secret, database rights and other intellectual property and proprietary rights, in and to (i) the Services (including the Software, in object code and source code form), (ii) the Adzact Data, and (iii) any and all improvements, modifications, translations and derivative works of any of the foregoing (collectively, “Adzact Property”).

6.2 The Customer does not acquire any right, title or interest in or to Adzact Property except as expressly set out in this Agreement.

6.3 Customer undertakes that it will not:

(a) other than as permitted by this Agreement, permit any third party to access and/or use the Services or Adzact Property;

(b) rent, lease, loan, or sell access to the Services or Adzact Property to any third party;
(c) interfere with, disrupt, alter, translate, or modify the Services or any part thereof, or create an undue burden on the Services or the networks or services connected to the Services;

(d) copy or duplicate the Services or integrate the Services with any services, information or software belonging to the Customer or a third party;

(e) copy, adapt, reverse-engineer, decompile, disassemble, modify, distribute, reproduce, publish, sub-licence, transfer or use the Services, or access the Services for any purpose other than as explicitly licensed by the Agreement; or

(f) introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Services. Customer will limit access to the Services to Authorised Users and will administer account information and passwords accordingly.

6.4 Adzact reserves the right to terminate the Customer’s access to the Services or the account of any Authorised User in the event Adzact believes the Services are being used in breach of the provisions of this clause 6 or the licence granted in clause 2.

7 Fees and Payment

7.1 The Fees for the Services are set out in the Order and are due on the start date of each Service unless otherwise specified in the Order.  Payment is due within 30 days of the date of Adzact’s invoice.

7.2 The Fees for each Renewal Period will be charged annually and shall be due on the date of commencement of each Renewal Period.  Payment is due within 30 days of the date of Adzact’s invoice.

7.3 The Fees in each Renewal Period may be increased by Adzact, upon prior written notice to the Customer, provided that any such increase: (i) will not be made more than once in any Renewal Period and will remain unchanged for such term’s duration; and (ii) will be at the rate of the then standard Supplier annual price increase, which will not exceed five percent (5%).

7.4 All Fees are expressed exclusive of Value Added Tax or other equivalent tax which shall be charged in accordance with applicable tax legislation.

7.5 All payments shall be made in full without any deduction or set-off to the account specified by Adzact. In the event that the Customer fails to pay any correct and undisputed invoices by the relevant due date, and following written notice and twenty Business Days to cure such non-payment, Supplier may charge interest in respect of such late payment at the rate of 3% per annum above the base rate of HSBC plc commencing on the due date and continuing until payment is made in full.

7.6 If the Customer fails to make payment on the due date, without prejudice to any other right or remedy available to Adzact in respect of such failure, Adzact may, at its option:

(a) suspend access (including all Authorised User access) to the Services until payment of the due amount (including any interest accrued in accordance with clause 7.6) has been received; or

(b) upon giving thirty (30) days’ written notice to the Customer, terminate this Agreement.

8 Affiliates

8.1 If provided in the Order, the Services may be used for the benefit of Customer’s Affiliates provided that any such Affiliate complies with all of the obligations of the Customer under this Agreement. Notwithstanding the foregoing, Customer remains responsible for all payment obligations and is responsible and liable for all acts and omissions of its Affiliates under the terms of this Agreement. Customer’s Affiliates have no direct rights of action against Adzact under the Agreement.

8.2 Customer’s Affiliate may execute an independent Order with Adzact subject to these Adzact Terms and Conditions, in which event, such Affiliate will be deemed “Customer” for all purposes under the Agreement and will be responsible and liable for its own compliance with the terms of the Agreement and such Order, including payment obligations.

9 Confidentiality and Publicity

9.1 A party (receiving party) shall keep in strict confidence all Confidential Information which has been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors. The receiving party shall only disclose Confidential Information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Agreement. The receiving party may also disclose such of the disclosing party’s Confidential Information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 9 shall survive termination of the Agreement.

9.2 The Customer gives Adzact permission to state that the Customer is a customer of Adzact and to use its logo or trademarks in its marketing material.  The Customer gives Adzact permission to publish a case study with regard to Customer’s use of the Services, provided such case study is first approved by the Customer

10 Limitation of liability

10.1 This clause 10 sets out the entire financial liability of Adzact (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

(a) any breach of this Agreement;

(b) any use made by the Customer of the Services or any part of them; and

(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

10.2 Except as expressly and specifically provided in this Agreement:

(a) the Customer assumes sole responsibility for results or actions obtained or taken from the use of the Services by the Customer, and for conclusions drawn from such use. Adzact shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Adzact by the Customer in connection with the Services, or any actions taken by Adzact at the Customer’s direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

(c) the Services are provided to the Customer on an “as is” basis.

10.3 Nothing in this Agreement excludes the liability of Adzact:

(a) for death or personal injury caused by Adzact’s negligence; or

(b) for fraud or fraudulent misrepresentation.

10.4 Subject to clause 10.2 and clause 10.3:

(a) Adzact shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

(b) Adzact’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Fees paid or payable by the Customer for the Services during the Term stated in the Order or during each Renewal Period (as applicable) in which the claim arose

11 Term and termination

11.1 The Agreement shall continue, until:

(a) in the event of a Trial, the end of the Term as stated in the Order; or

(b) it is terminated in accordance with any provision contained in an Order; or

(b) either party notifies the other party of termination, in writing, at least 60 days before the end of the Term stated in the Order or of any Renewal Period, in which case the Agreement shall terminate upon the expiry of the Term stated in the Order or of the Renewal Period (as applicable); or

(b) is otherwise terminated in accordance with the provisions of this Agreement.

11.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if:

(a) the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

(b) the other party takes any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, threatens to suspend, ceases, or threatens to cease, to trade; or

(d) the other party’s financial position deteriorates to such an extent that its capability to adequately fulfil its obligations under the Agreement have been placed in jeopardy.

11.3 On termination of this Agreement for any reason:

(a) all rights and licences granted under this Agreement shall immediately terminate;

(b) the Customer shall (i) destroy all Recommendations, Audiences and Supplementary Insights received by it from Adzact including where it has incorporated Recommendations, Audiences and Supplementary Insights into its CRM or other similar system or into LinkedIn or other social media platform; and (ii) make no further use of such Recommendations, Audiences and Supplementary Insights; provided that this clause 11.3(b) does not require the Customer to delete a Recommendation or a member of an Audience to the extent it has been contacted by or on behalf of the Customer and the result of that contact has been incorporated into the Customer’s CRM or other similar systems, tools or databases. If requested by Adzact, the Customer shall certify to Adzact to this effect;

(c) Adzact shall make no further use of Customer Data and, if requested by the Customer, Adzact shall (to the extent technically possible) delete stored Customer Data from its systems provided that this clause shall not require Adzact to delete Customer Data from server back-ups retained solely for the purposes of server or disaster recovery. If requested by the Customer, Adzact shall certify to the Customer to this effect;

(d) each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party;

(e) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced

12 General

12.1 Force majeure. Other than in relation to payment obligations, neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

12.2 Waiver. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

12.3 Severence. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

12.4 Entire agreement. This Agreement and any documents referred to in it constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of the Agreement. Each party acknowledges that, in entering into the Agreement and the documents referred to in it, it does not rely on any statement, representation (whether innocent or negligent), assurance or warranty of any person (whether a party to the Contract or not) other than as expressly set out in the Agreement or those documents. Nothing in this clause shall limit or exclude any liability for fraud.

12.5 Assignment. Except in the event of a business or share sale, neither party may assign, transfer, charge, sub-contract its rights or obligations under the Agreement without the written consent of the other, such consent not to be unreasonably withheld or delayed.

12.6 No partnership or agency. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership, agency or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

12.7 Third party rights. This Agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

12.8 Notices. Any notice under the Agreement must be in writing and must be sent by email, in the case of the Customer, to the email address notified for such purpose in the Order and in the case of Adzact to notice@adzact.li.  All notices delivered by email shall be deemed received on the date of sending provided that the sender is not notified of any failed delivery and provided that the notice is sent before 5pm UK time on a Business Day.  Notices sent outside of this time will be deemed received at 9.00am UK time on the next following Business Day.

12.9 Governing law and jurisdiction. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with the Agreement, its subject matter or its formation (including non-contractual disputes or claims).