Shoptimised Ltd · Company Registration Number 11199014

Shoptimised Ltd ("Shoptimised", "we", "us", "our") has developed a platform and associated software applications which it makes available to subscribers via the internet for the purpose of optimising product feeds. This Contract is a legal contract between you and Shoptimised for the Services and the Documentation. Shoptimised allows you to use the Services and the Documentation on the basis of this Contract, and remains the owner of them at all times.

1. Definitions & Interpretation

The definitions and rules of interpretation in clause 16 apply in this Contract.

2. Authorised Users

1. Subject to you discharging your obligations under this Contract, Shoptimised grants you a non-exclusive, non-transferable right during the Subscription Term to permit Authorised Users to access the Platform and use the Software, Services and Documentation for the purpose of optimising product feeds.
2. Each Authorised User must keep a secure password, change it at intervals Shoptimised recommends (or regularly if no recommendation is made), and keep it confidential.
3. You shall not access, store, distribute or transmit any Viruses, or any material during use of the Services that:
   1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
   2. facilitates illegal activity;
   3. depicts sexually explicit images;
   4. promotes unlawful violence;
   5. is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability; or
   6. is otherwise illegal or causes damage or injury to any person or property.
   Shoptimised reserves the right to disable your access to any material that breaches this clause.
4. You shall not, except where applicable law allows otherwise:
   1. copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute the Software or Documentation in any form;
   2. reverse compile, disassemble or reverse engineer any part of the Software;
   3. access the Services or Documentation to build a competing product or service; or
   4. license, sell, rent, lease, transfer, assign or distribute the Services to any third party except Authorised Users (subject to clause 15.6.1).
5. You shall use reasonable endeavours to prevent unauthorised access to the Services or Documentation, and notify Shoptimised promptly if any occurs.

3. Account Set-Up

1. To use the Services, you must register an account by completing the online form.
2. The Services are for business use only. By creating an account, you confirm you act on behalf of a business and have authority to enter this Contract on its behalf.
3. You warrant that registration information is true and accurate, and you will keep it up to date.
4. Shoptimised may refuse any application for an account or services at its absolute discretion.

4. Services

1. During the Subscription Term, we will provide access to the Platform and permit Authorised Users to use the Services and Documentation.
2. We will use commercially reasonable endeavours to make the Platform available 24/7, except for planned maintenance (10.00 pm – 2.00 am UK time) and unscheduled maintenance.
3. We provide standard support during Normal Business Hours under our Support Services Policy at no additional cost. The policy may be amended at our discretion.

5. Customer Data

1. You own all Customer Data and are solely responsible for its legality, reliability, integrity, accuracy and quality.
2. We follow our Back-Up Policy for Customer Data. If data is lost or damaged, your sole remedy is for us to use reasonable commercial endeavours to restore it from the latest back-up. We are not responsible for loss caused by third parties (other than those we sub-contract for data maintenance).
3. We comply with our Privacy Policy when providing the Services.
4. You agree we may store and use your usage data and Customer Data to improve the Software and our products and services, and for research and aggregated reporting.
5. Both parties shall comply with the Data Protection Legislation. This clause is in addition to those obligations.
6. Where we process personal data on your behalf, you are the data controller and we are the data processor. In that case:
   1. personal data may be transferred or stored outside the EEA or your country to provide the Services;
   2. you must ensure you are entitled to transfer the personal data to us;
   3. you must ensure relevant third parties have been informed and have given consent as required by law;
   4. we will process personal data only under this Contract and your lawful instructions; and
   5. each party will take appropriate technical and organisational measures against unauthorised processing or accidental loss.

6. Third Parties

1. The Services may help you access third-party content, correspond with third parties or make products available through them. You do so at your own risk.
2. Shoptimised has no liability for the content of, correspondence with, or transactions with any third party.
3. Any contract you enter with a third party is between you and that third party. Shoptimised is not a party, guarantor or surety, and does not endorse third-party products or services.

7. Shoptimised Obligations

1. We will perform the Services substantially in accordance with the Documentation, with reasonable skill and care.
2. If the Services don't conform with clause 7.1, we will use reasonable endeavours to correct the issue or provide an alternative — that is your sole and exclusive remedy. We do not warrant that:
   1. your use of the Services will be uninterrupted or error-free, or that the Services will meet your requirements; and
   2. we are responsible for delays or losses arising from data transfer over communications networks, including the internet.

8. Your Obligations

You shall:

1. provide co-operation and access to information we need (including Customer Data, security access information and configuration services);
2. ensure all uploaded information is complete and accurate;
3. comply with applicable laws and any Shoptimised policies you are notified of;
4. ensure Authorised Users comply with this Contract, and take responsibility for their breaches;
5. obtain and maintain all necessary licences, consents and permissions; and
6. be solely responsible for your network connections and any issues arising from them.

9. Charges and Payment

1. No Subscription Fees apply during a Trial Period. You will pay Subscription Fees for all Renewal Periods.
2. We accept payment by direct debit, debit/credit card, or any other method we agree.
3. You must provide valid, up-to-date Payment Information on request.
4. You authorise us to charge you in advance each Renewal Period for the Subscription Fee, on or around the Effective Date and monthly thereafter.
5. You will pay applicable Additional Services Fees. Some Additional Services run on different cycles:
   1. Product Feed Creation Service — annual: charged annually in advance, with annual renewal.
   2. Performance Boost and Incremental Sales Services — three-month rolling: charged monthly in arrears, with three-month rolling renewal.
6. If you owe sums under this Contract, we may suspend access to the Services until payment is made.
7. If you make an unjustified charge-back, you will pay us within 7 days of our written request:
   1. the charge-back amount;
   2. third-party expenses we incur (including bank/payment processor charges);
   3. a £25 administration fee (including VAT); and
   4. our reasonable costs of recovery.
   Failing to recognise a card statement entry and charging back as a result counts as unjustified.
8. All amounts are payable in pounds sterling, non-cancellable, non-refundable, and exclusive of VAT.
9. You are responsible for selecting a Package that meets your requirements. Changing Package may require you to accept new fees before accessing benefits.
10. The Product Feed Creation Service fee covers 3 updates only. Further updates incur additional fees.
11. We may set off any amount you owe us against any amount we owe you.
12. We may vary fees from time to time by posting new fees on the Website. This won't affect fees already paid.
13. Interest on overdue sums accrues at 4% above the Bank of England's base rate (or 4% if the base rate is below 0%), without prejudice to our other rights.
14. All invoices must be paid in full, without deduction or set-off, by the due date.

10. Proprietary Rights

1. We and our licensors own all Intellectual Property Rights in the Services, Platform, Documentation, Deliverables and Shoptimised Marks. This Contract grants you no rights in them except as expressly stated.
2. We confirm we have all rights necessary to grant the rights set out in this Contract.

11. Confidentiality

1. Confidential Information does not include information that:
   1. is or becomes publicly known other than by the receiving party's act or omission;
   2. was lawfully in the receiving party's possession before disclosure;
   3. is lawfully disclosed by a third party without restriction;
   4. is independently developed by the receiving party (with written evidence); or
   5. must be disclosed by law or regulator.
2. Each party will keep the other's Confidential Information in confidence and use it only to perform this Contract.
3. Each party will take reasonable steps to ensure its employees and agents do not breach this clause.
4. Neither party is responsible for loss or disclosure of Confidential Information caused by third parties.
5. Details of the Services and any performance test results are our Confidential Information.
6. Customer Data is your Confidential Information.
7. This clause survives termination.

12. Indemnity

You shall defend, indemnify and hold us harmless against claims, losses, damages, expenses and costs (including reasonable legal fees) arising out of your use of the Services or Documentation, provided that:

1. you are given prompt notice of any claim;
2. we provide reasonable co-operation in defence and settlement, at your expense; and
3. you have sole authority to defend or settle the claim.

13. Limitation of Liability

1. This clause sets out our entire financial liability arising under or in connection with this Contract, your use of the Services and Documentation, and any representation or tortious act or omission.
2. Except as expressly provided:
   1. you assume sole responsibility for results obtained from the Services and conclusions drawn from them. We have no liability for damage caused by errors in information or scripts you provide, or actions we take at your direction;
   2. all warranties and other terms implied by statute or common law are excluded to the fullest extent permitted by law; and
   3. the Services and Documentation are provided "as is".
3. Nothing in this Contract excludes our liability for:
   1. death or personal injury caused by our negligence; or
   2. fraud or fraudulent misrepresentation.
4. Subject to clause 13.3:
   1. we are not liable for loss of profits, business, goodwill, data, or for any indirect, special or consequential loss; and
   2. our total aggregate liability is limited to the total Fees paid in the 12 months immediately before the claim arose.
5. You must notify us of any claim within 6 months of becoming aware of grounds for it. The notice must be in writing and identify the event and grounds in reasonable detail. Otherwise, we have no liability for that event.
6. This clause survives termination.

14. Term and Termination

1. This Contract starts on the Start Date and continues for the Trial Period, after which it automatically terminates unless you:
   1. confirm you wish to continue the Services;
   2. provide Payment Information; and
   3. agree to pay the relevant fees.
   In that case, clause 14.2 applies. The Trial Period and any Renewal Periods make up the Subscription Term.
2. If the Contract continues, it runs for the first Renewal Period and then automatically renews each Renewal Period unless either party gives written notice of termination, in which case it ends at the expiry of the then-current Renewal Period.
3. We may terminate this Contract without liability if you:
   1. commit a material breach and (if remediable) fail to remedy it within 10 days of written notice;
   2. repeatedly or persistently breach the Contract in a way that suggests you do not intend or are unable to give effect to it;
   3. suffer an Insolvency Event;
   4. undergo a Change of Control; or
   5. fail to pay any amount due and remain in default for at least 14 days.

15. General

15.1 Force Majeure

We are not liable if we are prevented from or delayed in performing our obligations by events beyond our reasonable control — including strikes, utility or network failures, pandemics, war, riot, governmental orders, fires, floods, storms or supplier defaults — provided you are notified of the event and its expected duration.

15.2 Waiver

A waiver only takes effect in writing and applies only to the party and circumstances it is given for. Rights under this Contract are cumulative and do not exclude rights under law.

15.3 Rights and Remedies

Rights and remedies under this Contract are in addition to those under law. Neither party has any claim for innocent or negligent misrepresentation based on any statement in this Contract.

15.4 Severance

If any provision is invalid, unenforceable or illegal, the rest remain in force. An invalid part will apply with whatever modification is needed to give effect to the parties' commercial intention.

15.5 Entire Contract

This Contract and any documents referred to in it constitute the whole agreement between the parties and supersede any previous arrangement on the same subject. Neither party relies on any statement not expressly set out in this Contract.

15.6 Assignment

You may not assign, transfer or sub-contract any rights or obligations under this Contract without our written consent. We may assign, transfer or sub-contract any of our rights or obligations at any time.

15.7 No Partnership or Agency

Nothing in this Contract creates a partnership or agency between the parties. Neither party may act in the name of or bind the other.

15.8 Third Party Rights

This Contract confers no rights on anyone other than the parties (and their permitted successors and assigns) under the Contracts (Rights of Third Parties) Act 1999.

15.9 Notices

Notices must be in writing and either delivered by hand, sent by pre-paid first-class post (or next-working-day delivery service) to the address in the Contract Details, or sent by email to the address in the Contract Details. Notices are deemed received:

• by hand — on signature of a delivery receipt;
• by post — at 9.00 am on the second Business Day after posting, or at the time recorded by the delivery service;
• by email — at the time of transmission, or when business hours resume if outside business hours (9.00 am – 5.00 pm Monday to Friday, excluding public holidays).

This clause does not apply to service of legal proceedings.

15.10 Governing Law and Jurisdiction

This Contract is governed by the law of England. The courts of England have exclusive jurisdiction to settle any dispute arising from it.

16. Definitions

The following definitions apply in this Contract:

Rules of Interpretation

• References to a statute include amendments, extensions and re-enactments, and any subordinate legislation.
• "Including", "include", "in particular" and similar terms are illustrative and do not limit the words preceding them.
• "Writing" or "written" includes email but not fax.
• "Person" includes a natural person, corporate or unincorporated body.
• Any obligation not to do something includes an obligation not to allow it to be done.
• Clause headings do not affect interpretation.
• "Company" includes any company, corporation or other body corporate, however incorporated.