Terms and Conditions

1.1. The following definitions and rules of interpretation shall apply in these Terms & Conditions:

1.2. A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3. Unless stated otherwise, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other gender.

1.4. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.6. Clause, schedule and paragraph headings shall not affect the interpretation of these Terms & Conditions. References to clauses and schedules are to the clauses and schedules of these Terms & Conditions; references to paragraphs are to paragraphs of the relevant schedule to these Terms & Conditions.

1.7. A reference to writing or written includes emails to info@ascendglobal.io

2.1. Any order for Services received from the Customer constitutes an offer by the Customer to purchase Services in accordance with these Terms & Conditions.

2.2. An order for Services shall only be deemed to be accepted when both Ascend Ecommerce Intelligence Limited and the Customer signs the Sales Order Form.

2.3. Any samples, drawings, descriptive matter or advertising issued by Ascend Ecommerce Intelligence Limited and any descriptions or illustrations contained in Ascend Ecommerce Intelligence Limited’s website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4. These Terms & 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.

2.5. To the extent Ascend Ecommerce Intelligence Limited gives a quotation in connection with the Available Services, such quotation shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.

3.1. The Contract shall commence on the Effective Date and shall continue, unless terminated earlier as provided in these Terms & Conditions, until either party gives to the other party 30 days’ written notice to terminate, expiring on or after the expiry of the Initial Term.

4.1. Where Ascend Ecommerce Intelligence Limited has agreed to run and manage a Campaign on behalf of the Customer using thePlatform, the Sales Order Form shall set out the specific details and objectives of each Campaign.

4.2. The Customer shall ensure that the terms of any Sales Order Form are satisfactory for its purpose before agreeing to their terms and shall ensure that any details, information or specifications provided to Ascend Ecommerce Intelligence Limited are complete and accurate.

4.3. Ascend Ecommerce Intelligence Limited shall retain the right to refuse to publish the Advertising Content or to remove the Advertising Content from any Advertising Inventory if it, in its sole discretion, considers that such Advertising Content, or any material to which the Advertising Content links, either breaches (or might reasonably be considered as likely to breach):

• these Terms & Conditions; and/or
• the Creative and Content Guidelines.

5.1. Where Ascend Ecommerce Intelligence Limited has agreed that the Customer can access the Platform to run and manage its own Campaign, Ascend Ecommerce Intelligence Limited grants to the Customer during the Contract Term, a non-exclusive, non-transferable (except as set out in clause 17) right and licence, without the right to grant sub licences, to access and use the Platform and permit its Users to access and use the Platform solely in the course of the Customer’s ordinary business purposes. This licence is restricted to use by the Customer and its Users and does not include the right to give access to the Platform to a third party including any subsidiary or holding company of the Customer.

5.2. The Customer is solely responsible for procuring, maintaining and securing the network connections that connect the Customer to the Platform, and for 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.

5.3. The Customer agrees:

• that only the Users are permitted to use the Platform;
• that it will ensure that its Users comply with these Terms & Conditions and it is liable for its Users’ actions and/or failure to comply with the same;
• not to access, store, distribute or transmit any material during the course of its use of the Platform that:
  • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  • facilitates illegal activity;
  • depicts sexually explicit images;
  • promote unlawful violence;
  • is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  • is otherwise illegal or causes damage or injury to any person or property;
• to take all reasonable steps to protect the Platform and Deliverables from unauthorised use and/or access.

5.4. The Customer shall not:

• except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Contract attempt to copy, modify, duplicate, create derivative works from, frame, mirror,republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or attempt to de-compile,reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or access all or any part of the Platform in order to build a product or service which competes with the Platform; or
• use the Platform to provide services to third parties; or
• license, sell, rent, lease, transfer,assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party except the Users, or attempt to obtain, or assist third parties in obtaining, access to thePlatform, other than as provided under these Terms & Conditions; or
• introduce or permit the introduction of,any Virus or Vulnerability into the Platform or the Supplier's network and information systems.

5.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and,in the event of any such unauthorised access or use, promptly notify Ascend Ecommerce Intelligence Limited.

5.6. Ascend Ecommerce Intelligence Limited may, without incurring any liability whatsoever, block or suspend the Customer’s access to the Platform inthe event of an actual or suspected breach of these Terms & Conditions, for as long as Ascend Ecommerce Intelligence Limited deems necessary in order to protect its legitimate business interests and those of its other customers.

5.7. Ascend Ecommerce Intelligence Limited 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 Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.1. The Customer retains ownership of all right, title and interest in and to all Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

6.2. Ascend Ecommerce Intelligence Limited retains ownership of all right,title and interest in and to the Platform, the Available Services and the Deliverables.

6.3. The Customer hereby grants Ascend Ecommerce Intelligence Limited a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable license (with the right to sub-license) to use, record, publish, distribute, prepare derivative works of, display and perform the Advertising Content,Customer Data and Customer Marks for the sole purpose of using the same to provide the Services including without limitation the exhibition, broadcast, promotion and redistribution of all or part of the Advertising Content (and derivative works thereof) for the purposes of fulfilling Ascend Ecommerce Intelligence Limited's obligations under the Contract. Any goodwill derived from use of the Advertising Content,the Customer Data and/or the Customer Marks shall accrue to the Customer.

6.4. Subject to these Terms & Conditions,and in consideration of the payment of the relevant Service Fees, Ascend Ecommerce Intelligence Limited grants to the Customer and its Users, solely during the Contract Term, anon-exclusive, non-transferable licence to access and use any Deliverables solely for the purpose of enabling the Customer and its Users to receive the Services.

7.1. The Customer represents, warrants and undertakes to Ascend Ecommerce Intelligence Limited that all Advertising Content, Customer Data and/or instructions given and/or made available to Ascend Ecommerce Intelligence Limited in connection with the Services including in relation to any Campaign Ascend Ecommerce Intelligence Limited is running and managing on the Customer’s behalf and/or which the Customer uploads or makes available through the Platform shall:

• comply with the Creative and Content Guidelines;
• be accurate, complete and not include any false representations; and
• comply with all Applicable Laws

7.2. The Customer acknowledges and agrees that Ascend Ecommerce Intelligence Limited is not responsible for any Advertising Content or Customer Data used in connection with the Services and the Customer shall indemnify Ascend Ecommerce Intelligence Limited against all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses) incurred by Ascend Ecommerce Intelligence Limited as a result of the Customer’s breach of clause 7.1.

7.3. The Customer represents, warrants and undertakes to Ascend Ecommerce Intelligence Limited that:

• it will cooperate with Ascend Ecommerce Intelligence Limited in all matters relating to the Services in a timely and efficient manner;
• it will obtain, prior to provision of the Customer Data to Ascend Ecommerce Intelligence Limited, all appropriate waivers, licences, consents,authorisations or releases required for the Customer Data to be used in accordance with the Contract;
• the Customer Data shall not infringe the rights (including the Intellectual Property Rights) of, or cause any harm to,any third party; and
• it shall provide to Ascend Ecommerce Intelligence Limited in a timely manner all Data, documents, files, information, items and materials in any form(whether owned by the Customer or a third party) required under the Contract or otherwise reasonably required by Ascend Ecommerce Intelligence Limited in connection with the Services and shall ensure that they are accurate, fit for purpose and complete in all material respects; and
• where it is accessing the Platform;
  • use the Platform in compliance with all Applicable Laws;
  • ensure that its network and systems comply with any relevant specifications provided by Ascend Ecommerce Intelligence Limited from time to time;
  • ensure that any Users use the Platform in accordance with the Contract including these Terms & Conditions and shall be responsible for any User's breach of the Contract.

7.4. The Customer acknowledges that:

• it has not relied on any statement, promise or representation made or given by or on behalf of Ascend Ecommerce Intelligence Limited which is not set out in the Contract; and
• it has not entered into the Contract based on delivery of any future functionality or features nor any dependent on any oral or written comments made by Ascend Ecommerce Intelligence Limited regarding future functionality or features;
• Ascend Ecommerce Intelligence Limited gives no warranty that the results or outcomes of the Services (and/or any information obtained by the Customer through the Platform) will meet the Customer's requirements.

7.5. Where the Customer is accessing the Platform, Ascend Ecommerce Intelligence Limited does not warrant that:

• the Customer's use of the Platform will be uninterrupted or error-free;
• the Platform will be free from Vulnerabilities or Viruses; or
• the Platform will comply with any Heightened Cybersecurity Requirements.

8.1. In consideration of the provision of Services by Ascend Ecommerce Intelligence Limited, the Customer shall pay the Service Fees. Time for payment shall be of the essence.

8.2. The Service Fees exclude the cost to Ascend Ecommerce Intelligence Limited of any materials or services procured by Ascend Ecommerce Intelligence Limited from third parties for the provision of the Services as such items and their cost are approved by the Customer in advance from time to time. These costs shall be payable by the Customer monthly in arrears, following submission of an appropriate invoice.

8.3. Unless otherwise agreed in the Sales Order Form, Ascend Ecommerce Intelligence Limited shall invoice the Customer for the Service Fees monthly in advance.

8.4. Unless otherwise agreed in the Sales Order Form, the Customer shall pay each invoice submitted to it by Ascend Ecommerce Intelligence Limited in the currency invoiced (USD, GBP or EUR) immediately upon receipt of invoice to a bank account nominated in writing by Ascend Ecommerce Intelligence Limited from time to time. No payment shall be deemed to have been received until Ascend Ecommerce Intelligence Limited has received cleared funds.

8.5. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Ascend Ecommerce Intelligence Limited any sum due on the due date:

• the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%. Ascend Ecommerce Intelligence Limited further reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
• Ascend Ecommerce Intelligence Limited may suspend part or all of the Services including (where applicable) provision of and access to the Platform until payment has been made in full.

8.6. All sums payable to Ascend Ecommerce Intelligence Limited:

• are exclusive of VAT, and the Customer Shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice;
• shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law); and
• are non-cancellable and non-refundable.

9.1. The Customer shall indemnify Ascend Ecommerce Intelligence Limited against all liabilities, damages, losses(including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses) incurred by Ascend Ecommerce Intelligence Limited as a result of the Customer’s breach of Contract.

10.1. Any liability of Ascend Ecommerce Intelligence Limited for non-supply of the Advertising Inventory shall be limited to replacing or supplying alternative Advertising Inventory within a reasonable time.

10.2. Subject to clause 10.1, the following provisions set out the entire financial liability of Ascend Ecommerce Intelligence Limited to the Customer in respect of:

• the rights and obligations set out in the Contract;
• the provision of the Available Services Including access to and/or use of the Platform; and
• any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

10.3. All warranties, clauses and other terms implied by statute or common law (save for the clauses implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law,excluded from the Contract.

10.4. Subject to clause 10.6, Ascend Ecommerce Intelligence Limited total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the Contract shall be limited to 100% of the Service Fees paid or payable in the 12 month period immediately preceding the date on which the claim arose.

10.5. In no circumstances shall Ascend Ecommerce Intelligence Limited be liable to the Customer for:

• loss of profit;
• loss of sales or business;
• loss of agreements or contracts;
• loss of anticipated savings;
• loss of use or corruption of software,data or information;
• loss of or damage to goodwill;
• indirect or consequential loss.

10.6. Nothing in these clauses excludes or limits the liability of Ascend Ecommerce Intelligence Limited:

• for death or personal injury caused byits negligence;
• for any matter which it would be illegal for it to exclude or attempt to exclude its liability; or
• for fraud or fraudulent misrepresentation.

11.1. Without Prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other party immediately on giving notice to the other party if:

• the other party commits a material breach of the Contract 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. For the avoidance of doubt, non or late payment by the Customer shall always amount to a material breach; or
• an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
• the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
• an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
• a receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or
• the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
• the other party ceases, or threatens to cease, to trade; or
• the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt .

11.2. Upon termination of the Contract:

• all licences granted under the Contract shall immediately terminate and, where access to the Platform is granted as part of the Services, the Customer shall immediately cease all use of the Platform;
• the Customer shall immediately pay to Ascend Ecommerce Intelligence Limited all of Ascend Ecommerce Intelligence Limited outstanding unpaid invoices (as well as any applicable interest thereon) and, in respect of Services supplied but for which no invoice has been submitted, Ascend Ecommerce Intelligence Limited may submit an invoice, which shall be payable immediately on receipt;
• Ascend Ecommerce Intelligence Limited may destroy or otherwise dispose of any of the Customer Data in its possession unless Ascend Ecommerce Intelligence Limited receives, no later than ten days after the effective date of the termination of the Contract, a written request for the delivery to the Customer of the then most recent backup of the Customer Data. Ascend Ecommerce Intelligence Limited shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Ascend Ecommerce Intelligence Limited in returning or disposing of Customer Data;
• the survival and continuation of any provision stated (whether expressly or by implication) to survive expiration or termination, shall not be affected; and
• the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry shall not be affected, including the right to claim damages in respect of any breach of Contract which existed at or before the date of termination or expiry.

12.1. Both Parties must comply with the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

12.2. If Ascend Ecommerce Intelligence Limited processes any Personal Data on the Customer's behalf when providing the Services, the parties record their intention that the Customer shall be the Data Controller and Ascend Ecommerce Intelligence Limited shall be the Data Processor (where Personal Data, Data Controller and Data Processor shall have the meanings as defined in the Data Protection Legislation). The Customer retains control of the Personal Data and remains responsible for its compliance obligations under Data Protection Legislation, including but not limited to, providing any required notices and obtaining any required consents to or from data subjects, for ensuring there is an appropriate lawful basis and for the written processing instructions it gives to Ascend Ecommerce Intelligence Limited (outlined below in ‘Data Processing Schedule’).Ascend Ecommerce Intelligence Limited shall, in relation to any Personal Data processed in connection with the performance by Ascend Ecommerce Intelligence Limited of its obligations under this these Terms & Conditions:

• process the Personal Data only on the written instructions (outlined below in ‘Data Processing Schedule’) of the Customer unless Ascend Ecommerce Intelligence Limited is required by the laws of any member of the European Union or by the laws of the European Union applicable to Ascend Ecommerce Intelligence Limited to process Personal Data (“Applicable Data Protection Laws”). Where Ascend Ecommerce Intelligence Limited is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Ascend Ecommerce Intelligence Limited shall notify the Customer of this before performing the processing required by the Applicable Data Protection Laws unless those Applicable Data Protection Laws prohibit Ascend Ecommerce Intelligence Limited from so notifying the Customer;–
• ensure that it has in place appropriate technical and organisational measures to ensure a level of security appropriate to the risk, in particular those from accidental or unlawful loss, destruction or damage, alteration, unauthorised disclosure of or access to Personal Data, having regard to the state of technological development, the nature, scope, context and purposes of processing (as set out in the attached Data Processing Schedule as amended from time to time) the risk of varying likelihood and severity for the rights and freedoms of natural persons and the cost of implementing any measures (those measures may include, where appropriate, pseudonymisation and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
• ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
• not transfer any Personal Data outside the European Economic Area unless the prior written consent of the Customer has been obtained and the following clauses are fulfilled:
  • the Customer or Ascend Ecommerce Intelligence Limited has provided appropriate safeguards in relation to the transfer;
  • the Data Subject (which shall have the meaning as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
  • Ascend Ecommerce Intelligence Limited complies with its obligations under the Data Protection Legislation by providing an adequate level of protection toany Personal Data that is transferred; and
  • Ascend Ecommerce Intelligence Limited complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
• assist the Customer by appropriate technical and organisational measures, insofar as this is possible, in responding to any request from a Data Subject (as defined in Data Protection Legislation) in respect of exercising the Data Subject’s Rights in Chapter III of the GDPR (“Personal Data Subject Request”) and assist the Customer, taking into account the nature of processing and the information available to Ascend Ecommerce Intelligence Limited, in ensuring compliance with the Customer’s obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
• notify the Customer without undue delay on becoming aware of a Personal Data breach;
• at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement and delete existing copies unless required by Applicable Data Protection Law to store the Personal Data; and
• make available to the Customer all information necessary to demonstrate its compliance with this clause 12.2 and allow for and contribute to audits, including inspections, conducted by or on behalf of the Customer.

12.3. The Customer consents to Ascend Ecommerce Intelligence Limited appointing other processors as a third-party processor of Personal Data under these Terms & Conditions. Ascend Ecommerce Intelligence Limited confirms that it has entered or (as the case may be) will enter with the third- party processor into a written agreement incorporating terms which are substantially similar, as regards the obligations under the Data Protection Legislation, to those set out in this clause 12. As between the Customer and Ascend Ecommerce Intelligence Limited, Ascend Ecommerce Intelligence Limited shall remain fully liable for all acts or omissions as regards the obligations under the Data Protection Legislation of any third-party processor appointed by it pursuant to this clause 12.3.

12.4. Either Party may, at any time on not less than 30 days’ notice, revise this clause 12 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme.

13.1. In Performing its obligations under the Contract, Ascend Ecommerce Intelligence Limited shall comply with all Applicable Laws.

13.2. Ascend Ecommerce Intelligence Limited may make changes to the Services required as a result of changes to the Applicable Laws provided such changes do not materially alter the Services to be provided.

14.1. Subject To clause 15, each party undertakes that it shall not at any time during, and for a period of two years after termination or 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 clause 14.2.

14.2. Each party may disclose the other party's confidential information:

• to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 14; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3. No party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

15.1. The Customer permits Ascend Ecommerce Intelligence Limited the right to publicise the existence and nature of the business relationship between Ascend Ecommerce Intelligence Limited and the Customer, including but not limited to the use of the Customer's name and logo, in any marketing, promotional, or advertising materials. The Customer further agrees to actively participate in any Ascend Ecommerce Intelligence Limited sponsored marketing events, case studies, press releases, or other marketing activities reasonably required by Ascend Ecommerce Intelligence Limited to promote this relationship including participating in a written or video recorded case study announcing the Customer's use of the Ascend Ecommerce Intelligence Limited services.Ascend Ecommerce Intelligence Limited agrees to give the Customer reasonable notice of any such requirements and will work collaboratively with the Customer to ensure that such participation does not unreasonably interfere with the Customer's operations.

16.1. Provided it has complied with clause 16.2, if a party is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event (“Affected Party”), the Affected Party shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

16.2. The Affected Party shall:

• as soon as reasonably practicable after the start of the Force Majeure Event,notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and
• Use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

16.3. If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 60 days ,the party not affected by the Force Majeure Event may terminate the Contract by giving written notice to the Affected Party.

17.1. TheCustomer shall not assign, transfer, mortgage, charge, subcontract, delegate,declare a trust over or deal in any other manner with any of its rights and obligations under the Contract, without the prior written consent of Ascend Ecommerce Intelligence Limited.

17.2. Ascend Ecommerce Intelligence Limited may at any time assign, mortgage, charge, delegate, declare a trust over ordeal in any other manner with any or all of its rights and obligations under the Contract.

18.1. All notices between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by email:

• (in case of notices to Ascend Ecommerce Intelligence Limited) to itsregistered office or such other postal or email address as notified to theCustomer by Ascend Ecommerce Intelligence Limited, marked for the attention of the Chief Operating Officer;or
• (in the case of the notices to theCustomer) to the registered office of the Customer or to any postal or email address of the Customer set out in a Sales Order Form or such other address notified to Ascend Ecommerce Intelligence Limited by the Customer.

18.2. Notices shall be deemed to have been received:

• if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
• if delivered by hand, on the day of delivery; or
• if sent by e-mail on a working day prior to 5.30 pm, at the time it was sent and otherwise on the next working day.

19.1. The Contract constitutes the entire agreement between the parties and supersede and extinguish all previousagreements, promises, assurances, warranties, representations andunderstandings between them, whether written or oral, relating to its subject matter.

19.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty(whether made innocently or negligently) that is not set out in the Contract.Each party agrees that it shall have no claim for innocent or negligentmis representation or negligent misstatement based on any statement in theContract.

20.1. Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20.2. Rights and remedies. Each right or remedy of a party under these Terms & Conditions is without prejudice to any other right or remedy of that party whether under these Terms& Conditions or not.

20.3. Severance. If any provision or part-provision of the Contract:

• isor becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of theContract; and
• A failure or delay by a party to exercise any right or remedy provided under theContract 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. No single or partial exercise of any right or remedy provided under this the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

20.4. No partnership or agency.

• Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
• Each party confirms it is acting on its own behalf and not for the benefit of any other person.

20.5. Third party rights. The parties to these Terms & Conditions do not intend that any term of these Terms & Conditions to be enforceable by virtue of the Contract(Rights of Third Parties) Act 1999 by any person that is not a party to it.

20.6. Dispute Resolution:

• If a dispute arises out of or in connection with the Contract or the performance, validity or enforceability of the same ("Dispute") then, except as expressly provided herein, the parties shall follow the dispute resolution procedure set out in this clause 20.6 as follows:
  • either party shall give to the other written notice of the Dispute, setting out its nature and full particulars("Dispute Notice"), together with any and all relevant supporting documentation. Upon service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute; and
  • if each party is for any reason unable to resolve the Dispute within sixty (60) days of it being referred to them,then the parties may attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (“CEDR”) CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing ("ADR notice") to the other party requesting mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start no later than thirty (30) days after the date of the ADR notice. Unless otherwise agreed in writing by the parties, the place of mediation shall be London,England.
• Nothing in this clause 20.6 shall limit or restrict the parties’ ability to commence court proceedings in relation to any dispute arising out of the Contract.

20.7. Governing law. The Contract and any dispute or claim(including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

20.8. Jurisdiction. Subject to clause 20.6, each party irrevocably agrees that the courts of England and Wales shall 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.