Terms & Conditions

Please note before you read these Terms & Conditions: Clauses 1 to 12are general terms which apply to all IDHL products and services. There are further terms which are specific to particular products and services and these are detailed in the relevant Service Schedule(s). Each Service Schedule (to the extent relevant) forms part of these Terms and Conditions.

1. Definitions and Interpretations

1.1 The following definitions and rules of interpretation shall apply to these Terms and Conditions:

Agreement an agreement between the Client and IDHL entered into in accordance with Clause 2.1 for the provision of the Services in accordance with the Statement of Work and subject to these Terms and Conditions, the relevant Service Schedule(s) and Data Processing Agreement;

Business Day a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

Cancellation Fee a charge equal to 50 per cent of the remaining contractual charges under the Agreement from the point termination takes effect;

Client the company who purchases the Services (as detailed in the Statement of Work);

Commencement Date the date upon which the Agreement commences, as defined in Clause 2.2;

Confidential Information all confidential or proprietary information relating to the business, operations, affairs, know-how, customers, clients, suppliers, plans, proposals, reports, intentions or market opportunities of each party;

Data Protection Legislation all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, 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;

Data Processing Agreement the data processing agreement which forms part of the Agreement which can be accessed here;

Force Majeure Event any event beyond the reasonable control of the relevant party including but not limited to any act of God; war; epidemic or pandemic; civil commotion; act/threat of terrorism; theft; malicious damage; strike; and in relation to IDHL, any failure or default of IDHL suppliers or sub-contractors or inability of IDHL to obtain essential supplies or materials;

IDHL means the relevant IDHL company which is providing the Services (as detailed in the Statement of Work);

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

Materials the content, documentation, materials, data, information and/or any other items provided by the Client or on the Client’s behalf from time to time in connection with the Services;

Pre-Existing Work the works, concepts, processes, tools, training guides, knowledge, items, source code and materials either developed or procured to be developed by IDHL or IDHL personnel at any time for use in relation to IDHL business or any or all of IDHL customers generally and not specifically for the provision of the Services to the Client;

Services the services to be provided to the Client by IDHL as set out in the Statement of Work;

Statement of Work the document identified as the Statement of Work which sets out the details of the Services to be provided to the Client by IDHL;

Website the website(s) in respect of which the Services are to be performed as set out in the Statement of Work; and

1.2 In these Terms and Conditions and each Agreement:

a) headings are inserted for convenience only and shall not affect construction or interpretation;

b) any reference to any law or statue shall be construed as a reference to the same as may be amended, consolidated, modified, extended, re-enacted or replaced from time to time; and

c) use of words such as “include”, “including” and “in particular” shall not limit the generality of any preceding or following words which are not intended to be exhaustive.

2. Basis of Agreement

2.1 Each Statement of Work provided by IDHL will be valid for a period of one month from the date it is sent and will constitute an offer.

2.2 An Agreement for the supply of Services under these Terms and Conditions will be formed when the Client confirms in writing, either by electronic acceptance of the Statement of Work or by signing the Statement of Work by hand or electronically or commencement of the provision of the Services whichever comes first and shall continue for the period stated in the Statement of Work, unless terminated earlier in accordance with the Agreement.

2.3 These Terms and Conditions are the only terms and conditions on which IDHL will supply the Services to the Client and will apply to the exclusion of all other terms and conditions including any terms and conditions which the Client purports to apply, through the Client’s standard documentation or by any other means, and any terms and conditions which may otherwise be implied by trade, custom, practice or course of dealing.

2.4 The Client warrants that the individual signing on the Client’s behalf has full capacity and authority to enter into and bind the Client to perform the Client’s respective obligations under the Agreement.

2.5 Should there be any contradiction between these Terms and Conditions, the Service Schedules and the Statement of Work, the Statement of Work shall take precedence, followed by the applicable Service Schedule and then these Terms and Conditions.

3. The Services

3.1 IDHL warrants that the Services will be provided with reasonable skill and care.

3.2 IDHL will use reasonable endeavours to perform the Services in accordance with any timescales specified in the Statement of Work and/or relevant Service Schedule. Any delivery dates given by IDHL are estimates only and time for performance will not be of the essence.

3.3 The Client acknowledges that IDHL’s performance of the Services is dependent upon the Client providing such information, access and feedback as IDHL may reasonably require from time to time.

4. Client Responsibilities

4.1 The Client will ensure that all information that it provides to IDHL is accurate, adequate and complete.

4.2 The Client may only use the Services and any related software and/or documentation provided by IDHL in accordance with the Agreement and for lawful and proper purposes which include complying with all applicable laws and regulations.

4.3 The Client shall notify IDHL of any regulations, rules, guidance and other requirements which apply to the Client and the sector in which it operates.

4.4 The Client shall have all consents, licences, authorisations, certificates and permits (whether statutory, regulatory, contractual or otherwise and in any relevant jurisdiction) to perform its obligations under the Agreement.

4.5 The Client shall ensure that the Website adheres to all privacy and data laws, rules and regulations including any search engine-specific privacy-related policies.

4.6 The Client will notify IDHL and, to the extent relevant, provide IDHL with full details of, and keep IDHL up to date with all engagement(s) and changes made by the Client and/or any third parties in connection with the Services.

4.7 Any delay and/or breach of IDHL obligations under the Agreement caused by the Client’s failure or delay in performing any of the Client’s obligations under the Agreement shall be the Client’s responsibility. In each case, and where IDHL deems necessary, the date for performance will be extended by a period which is equal to at least the period of the Client’s delay and IDHL will continue to invoice and the Client will continue to pay the charges.

4.8 The Client shall indemnify IDHL against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by IDHL arising out of or in connection with:

a) any breach by the Client of any third party licence terms where IDHL have notified the Client that such third party licence is necessary in connection with the Services (including any failure or delay in performing, or negligent performance or non-performance of, any of those third party licence terms); and

b) IDHL’s use of the Materials not being in compliance with all applicable laws and/or infringement of a third party’s Intellectual Property Rights.

5. Charges and Payment

5.1 The charges for the Services shall be set out in the Statement of Work.

5.2 The Client will pay all invoices within 7 days from the date of the invoice or such other period as set out in the Statement of Work. Any invoice queries and/or disputes must be raised within 10 Business Days of the date of the applicable invoice.

5.3 All sums payable by the Client under the Agreement are expressed exclusive of value added tax and any other additional taxes that may be payable from time to time, which shall also be paid by the Client at the prevailing rate.

5.4 Where the Services are subject to a set-up fee and/or deposit, such fee will be payable by the Client immediately on the Commencement Date and are non-refundable.

5.5 All payments to be made by the Client to IDHL will be made in full and cleared funds, in pounds sterling to the bank account nominated by IDHL from time to time and without any set-off or any deduction or withholding including on account of any counterclaim.

5.6 If payment is not received in accordance with the payment terms specified in the Statement of Work, IDHL shall be entitled, without prejudice to any other rights or remedies available to IDHL, to suspend the provision of the Services and restrict the Client’s use of the Services until such time as payment is received. IDHL may extend the term set out in the Statement of Work by the number of months during which the Services are suspended.

5.7 IDHL may from time to time receive rebates and agency discounts from selected partners on the sale of certain services.

5.8 From time to time IDHL may procure services or goods in relation to the international services in a currency other than British Pounds Sterling (£) and in such instances IDHL will convert such fees into British Pounds Sterling (£) on any invoice IDHL issue to the Client using a conversion rate determined by IDHL in IDHL’s absolute discretion provided that such conversion rate is a generally accepted rate for conversion of currency in the United Kingdom.

6. Intellectual Property Rights

6.1 Upon payment of all charges and other sums due by the Client under the Agreement, the Client shall own the Intellectual Property Rights in the deliverables created by IDHL exclusively for the Client, excluding any of the Pre-Existing Work and third party rights which shall be licenced to the Client in accordance with Clause 6.2. In relation to website design and development services, the Intellectual Property Rights are set out in the Web & eCommerce Service Schedule below.

6.2 IDHL will grant to the Client a non‑assignable, non‑exclusive, world-wide, royalty free licence to use IDHL’s Intellectual Property Rights, including the Pre-Existing Work solely in connection with the Client’s use of the Services. Any third party licence’s shall be granted in accordance with the relevant third party’s standard terms and conditions.

6.3 Save to the extent expressly permitted by law, the Client will not decompile, reverse engineer, decode or disassemble IDHL’s Pre-Existing Work or translate it into any other computer language or attempt to do any of these things;

6.4 The Intellectual Property Rights in any Materials will be and remain the Client’s property or the relevant licensor (as appropriate).

6.5 Without prejudice to any other rights granted under the Agreement, the Client will, and will procure that all relevant licensors will, grant to IDHL a non‑assignable, non‑exclusive, world-wide, royalty free licence to use the Intellectual Property Rights in the Materials in connection with the performance of the Services during the term; such right will include the right to grant sub‑licences to any third parties used by IDHL in connection with the provision of the Services on terms no wider than the terms granted to IDHL under this Clause 6.3.

6.6 The Client warrants that the Materials shall not infringe any Intellectual Property Rights of any third party, any applicable laws, codes or guidelines and/or contain anything which is defamatory, fraudulent, likely to cause deception, or which is in any other way misleading, illegal or likely to cause offence.

6.7 IDHL reserve the right to remove Materials from any relevant Services where IDHL reasonably suspect that such Materials do not comply with Clause 6.6.

6.8 Each party shall promptly give written notice to the other party of any actual, threatened or suspected infringement of the other party's Intellectual Property Rights or the Intellectual Property Rights of a third party used in connection with the Agreement.

6.9 IDHL may at any time refer to the Client in IDHL marketing and advertising communications and use work created for the Client under the Agreement in case studies

7. Liability

7.1 Neither party seeks to limit or exclude in any way its liability for death or personal injury caused by negligence; for fraud or fraudulent misrepresentation; or for any other matter or liability which cannot be lawfully limited or excluded. Each provision of these Terms and Conditions shall be read as subject to this Clause 7 and no provision of any Agreement is intended to, nor shall be interpreted as, seeking to limit or exclude any of the foregoing types of liability.

7.2 Subject at all times to Clauses 7.1 and 7.3, IDHL’s maximum liability to the Client arising under or in connection with an Agreement or its subject matter or formation (whether arising from breach of contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise) shall be limited in each year to a sum equal to 125%of the charges actually paid by the Client to IDHL under the Agreement in question in the year in which the event giving rise to the liability occurred. For the purposes of this clause “year” shall mean a twelve month period during the term of the Agreement from the Commencement Date and each anniversary thereof.

7.3 IDHL shall not be liable (whether under the terms of any Agreement or otherwise) for: loss of business; loss of use; loss of profit; loss of anticipated profit; loss of contracts; loss of revenue; loss or damage to goodwill or brand; loss of anticipated savings; loss of wasted expenditure; loss of data or use of data; damage to reputation; and/or any consequential, special or indirect loss or damage in any case, regardless of whether or not IDHL was aware or had been made aware (or ought reasonably to have been aware) at the time of the relevant Agreement being formed of the risk that such loss or damage might occur.

7.4 All warranties, conditions and other terms implied by law (whether by statute, common law or otherwise) are excluded from the Agreement.

7.5 IDHL shall not be liable for any failure or delay in complying with any of its obligations under any Agreement in the event that the failure or delay in question is attributable to any Force Majeure Event.

8. Exclusions

8.1 IDHL will not be in breach of the Agreement and will have no liability to the Client to the extent that IDHL’s failure to perform or delay in performance of its obligations (including its obligation(s) to provide the Services in accordance with the terms of the Agreement) arises as a result of any:

a) impact of any software, hardware and/or services (including any accessories, alterations, attachments or other devices) not provided by IDHL;

b) failure by the Client to properly follow any of IDHL’s recommendations;

c) reliance by IDHL on any incomplete or inaccurate information provided by the Client or a third party;

d) any downtime or any lack of availability of any search engine, network or other third party service or third party media on which the Service is dependant;

e) the Client’s failure to follow any acceptable use or other policies and/or third party terms and conditions notified to the Client; and/or

f) IDHL complying with any of the Client’s instructions and/or requests, (each an Excluded Event).

8.2 IDHL shall be entitled to charge the Client, where deemed appropriate for any wasted time or increased effort on IDHL’s part, together with any reasonable additional costs and expenses that IDHL incurs due to any Excluded Event.

8.3 The Client is solely responsible for the suitability of the Services chosen. Any Services that IDHL are not contractually obligated to provide but that IDHL may perform for the Client at the Client’s request and without any additional charge are provided on an ‘as is’ basis without representations or warranties of any kind.

9. Data Protection

9.1 Each party warrants to the other that it is compliant with the Data Protection Legislation and agree to comply with the terms set out in the Data Processing Agreement.

10. Termination

10.1 Either party is permitted to terminate the Agreement on not less than one month’s prior written notice, which shall begin to take effect at the end of the month in which it is served. Where the Client exercises this provision, the Client will incur a Cancellation Fee which shall be payable in accordance with the payment terms of the Statement of Work. Where the Services being provided include a Web & eCommerce retainer this termination right shall be at IDHL’s sole discretion.

10.2 Either party may, on written notice to the other party, terminate the Agreement if the other:

a) materially breaches any term of the Agreement and fails to remedy such breach (if capable of remedy) within 30 days of being asked to do so in writing. For the avoidance of doubt, any failure to meet performance targets or similar by IDHL, will not constitute a material breach and will not entitle the Client to terminate the Agreement; or

b) makes any voluntary arrangement with its creditors, becomes subject to an administration order, goes into liquidation or has a resolution for its winding-up passed (except for the purpose of amalgamation or reconstruction not involving insolvency where the resulting entity agrees to be bound by or assumes the obligations imposed on the other party); or anything analogous to any of the events listed above under the law of any jurisdiction occurs in relation to the other party or if the other party ceases or threatens to cease to carry on business or is or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986.

10.3 Without prejudice to its other rights and remedies under or in connection with the Agreement, IDHL may terminate the Agreement at any time if the Client fails to pay any invoice within thirty calendar days of the due date for payment.

10.4 Where IDHL terminates the Agreement in accordance with Clauses 10.2 or 10.3, IDHL shall be entitled to charge a Cancellation Fee.

10.5 Termination or expiry of any Agreement shall not affect the continuing in force or coming into force of any provision of an Agreement which, whether expressly or by implication is to survive termination or expiry.

10.6 Upon termination or expiry of an Agreement however arising:

a) IDHL shall cease to provide the Services to the Client;

b) each party shall immediately cease to use the Intellectual Property Rights of the other party unless otherwise agreed in accordance with Clause 6 and/or the Service Schedules; and

c) the Client shall immediately pay all outstanding charges under the Agreement up to the date of termination and any Cancellation Fee, where applicable.

11. Confidentiality

11.1 Each party will, subject to Clause 11.2:

a) only use the other party's Confidential Information for the purpose of performing its obligations and exercising its rights under the Agreement;

b) keep the other party's Confidential Information secret, safe and secure; and

c) not disclose the other party's Confidential Information to any other person.

11.2 Each party may disclose the other party's Confidential Information:

a) to the extent required by law or any court of competent jurisdiction or the rules of any governmental or regulatory body; and

b) to those of its officers, directors, employees and professional advisers and, in IDHL case, IDHL agents and sub-contractors, who need access to that Confidential Information.

11.3 Without prejudice to the Client’s other obligations under this Clause 11, the Client agrees not to provide any of IDHL’s Confidential Information to any entity which may be deemed a competitor in the provision of any services similar to the Services provided under this Agreement. Any pitch or proposal document provided to the Client and ideas contained or provided to the Client by IDHL as part of the pitch process shall be deemed IDHL’s Confidential Information.

11.4 The terms of this Clause 11 shall supersede the obligations set out in any non-disclosure agreement entered into by the parties prior to the Agreement and such non-disclosure agreement shall be deemed terminated on the parties entering into the Agreement.

12. General

12.1 Notices. Any notice or other communication given to a party under or in connection with the Agreement shall be in writing and shall be delivered by hand, pre-paid first-class post or other next working day delivery service at its registered office or sent by email to the address specified by each party in writing from time to time. Any notice sent to IDHL by the Client, shall be made for the attention of the General Counsel. Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt, if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting and if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. For the purposes of this Clause, business hours shall mean 8.30am to 5.00pm on a Business Day.

12.2 Contractors. The parties are with respect to each other independent contractors and nothing in these Terms and Conditions or any Agreement and no actions taken by the parties under any these Terms and Conditions or any Agreement shall be deemed to constitute any agency, partnership, association, joint venture or other co-operative enterprise between the parties.

12.3 Entire Agreement. The Agreement sets out all of the terms that have been agreed between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Subject to Clause 7.1, 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 Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.

12.4 Variation. Save only to the extent as may be specifically provided for otherwise under these Terms and Conditions, no variation or amendment of any Agreement shall be binding unless made in writing and signed by one of IDHL’s directors.

12.5 Non Solicitation. The Client will not, without IDHL’s prior written consent, directly or indirectly, and whether alone or in conjunction with, or on behalf of, any other person during the term of this Agreement and for a period of 12 months following the termination or expiry of the Agreement solicit or entice, or endeavour to solicit or entice, away from IDHL any person employed by IDHL and whose role either wholly or partly relates to the supply of the Services or the performance of the Agreement.

12.6 Assignment. The Client may not assign or transfer any of its rights and/or obligations under any Agreement without IDHL’s prior written consent. IDHL may assign or transfer any or all of IDHL rights and/or obligations under any Agreement on notice to the Client.

12.7 Subcontracting. IDHL may subcontract the performance of any of its obligations under any Agreement without the Client’s prior consent but shall remain primarily liable to the Client for the acts and omissions of any of IDHL sub-contractors as if those were the acts or omissions of IDHL under the applicable Agreement.

12.8 Third Party Rights. A person who is not a party to an Agreement shall have no right to enforce any term of that Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

12.9 Severability. If any provision of these Terms and Conditions or of any Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, the remaining provisions shall remain in full force and effect.

12.10 Waiver. The failure to exercise or delay in exercising any right or remedy under these Terms and Conditions or any Agreement shall not be regarded as a waiver of such right or remedy, or a waiver of other rights or remedies. No single or partial exercise of any right or remedy under these Terms and Conditions or any Agreement shall prevent any further exercise of the right or remedy or any other right or remedy.

12.11 Governing Law and Jurisdiction. The Agreement shall be governed by English law and the English courts shall have exclusive jurisdiction.

Performance Service Schedule

1. General

1.1 IDHL will review the Client’s campaign on an ongoing basis noting that the monthly workflow and deliverables may vary.

1.2 During the Client’s campaign, the Client’s objectives and/or campaign focus may also vary. The IDHL account management team will work with the Client to reflect such changes in the Client’s campaign, where possible and appropriate.

1.3 The Client acknowledges that any agreed timeframes may vary, dependent on the progress of any relevant website project taking place in conjunction with the Services and/or other services that are outside of IDHL’s control.

1.4 The Client is responsible for ensuring that all materials prepared for a territory outside the United Kingdom comply with all applicable laws in such territory.

1.5 IDHL does not give any guarantee whatsoever as to the success or otherwise of any Services or campaign or as to any levels of increased revenue, traffic levels, sales leads, the success of any bids where relevant or other measurable of the Client’s.

1.6 IDHL does not guarantee that the provision of the Services will achieve any predicted or desired sales results all of which shall remain at the Client’s risk.The Client acknowledges that the Services are dependent on factors which are beyond IDHL’s control, and which are dependent on third party action, including without limitation: algorithms, end users clicking through the relevant media to the Client’s landing page, the Client’s competitor actions and use, third party bids, ad performance response times and popularity and proliferation of keywords and/or other targeting criteria.

1.7 IDHL may, as part of the Services, oversee the placement of digital content that could be construed as advertisement by a regulatory authority. IDHL will not be liable to the Client in connection with any costs, claims, demands, liabilities, fines or proceedings brought by a regulatory authority against the Client arising from such content, provided that IDHL has used reasonable care and skill; and/or the content is based on the Client’s instructions, directions or guidance.

2. Search Engine Optimisation (SEO)

2.1 The Client will be responsible for implementing IDHL’s recommendations regarding how the Website may be optimised.

2.2 If the Client does not implement recommendations within 10 Business Days of being advised to do so, it acknowledges that this may affect the performance of the Client’s SEO campaign for which IDHL cannot be held responsible.

2.3 The Client confirms that, to the best of the Client’s knowledge, neither it nor any agent acting on the Client’s behalf have at any time created any duplicate sites, pages, content, hidden links, doorway pages or redirects, utilised any spamming techniques or undertaken any activity which may harm the Website’s ranking, or risk the imposition of penalty by, any major internet search engine.

2.4 If the Client is or should reasonably be aware that it does not have all necessary consents, licences, authorisations, certificates and permits in relation to the Website or any works connected to it or the Website has been penalised by any major internet search engine, the Client must inform IDHL prior to entering into the Agreement. The Client acknowledges that non-disclosure of such information may affect the performance of its campaign for which IDHL cannot be held responsible. In the event of such non-disclosure, IDHL may offer to provide additional rectification services and these may incur additional charges but IDHL are not obliged to do so.

3. SEO Migration

3.1 The Client shall provide IDHL with access to the staging website and other relevant third party systems where necessary and requested to provide SEO migration services.

3.2 the Client is required to implement all technical recommendations for SEO Migration work before the date that the Website is accessible to the public and must notify IDHL at least 10 Business Days before the date that the Website is accessible to the public for IDHL to check that IDHL technical recommendations have been implemented correctly.

4 Outreach / Link Building

4.1 IDHL will use reasonable efforts to:

a) deliver the number of links agreed for each relevant month during the term of the Agreement, however publication of those links may vary dependent on blogger publication / editorial calendars; and

b) ensure linked websites will have a minimum Domain Authority (DA) of 20 at the time of placement, unless otherwise agreed in writing with the Client. As DA is determined by an external algorithm, this metric may fluctuate following placement.

4.2 Content as part of the link building service is normally produced by IDHL’s content/outreach team or by the third party website itself. However, IDHL can work with content provided by the Client’s in-house teams but it may impact on factors such as timeframes and limit the number of websites available.

4.3 Where the Client wishes to approve any outreach related content produced by IDHL, IDHL will require such approval within 48 hours from the time of request.

5. Content

5.1 the Client will provide IDHL with any brand guidelines or any other guidance that the Client wish IDHL to adhere to and be responsible for providing written approval for each output prior to any such content being published.

5.2 All content will have one round of amends included into the predicted timeframes. Any additional amends may incur additional charges and delays to estimated timeframes.

6. Public Relations (PR)

6.1 The Client will be responsible for providing written approval for each supplied PR deliverable (such as a proposal or a press release) prior to any further production activity commencing or any such press release being published and act reasonably in providing all required approvals that IDHL request from the Client from time to time.

6.2 IDHL will not release any content without the Client’s prior approval, and IDHL will not be held responsible for any delay in releasing content if prior approval is delayed for whatever reason.

6.3 Notwithstanding Section 6.2 above, IDHL may release content without the Client’s prior approval where the Client have provided IDHL with prior permission to do so.

6.4 IDHL will factor in time for one round of amends into its estimated timeframes and charges. However, any further changes beyond this may incur additional charges and may delay the campaign timeframes.

6.5 For campaigns with a competition element IDHL will supply a template set of terms and conditions. It is the Client’s responsibility to ensure the terms and conditions are accurate and suitable for use.

6.6 For influencer marketing activity IDHL will supply activity proposals and briefs to the approved influencers, note that this document does not form a legally binding agreement between the Client and the influencer.

6.7 Where media training is provided, the Client acknowledges that this element of the Service shall be sub-contracted. IDHL will supply an overview of what the training will cover, when it will take place and who will attend. It is the Client’s responsibility to ensure that these details are correct and confirmed at least 10 Business Days before the training session, any material provided later than this may not be incorporated into the session. If the Client wishes to cancel the training session, any expenses already incurred will be charged for in full together with our standard Cancellation Fee, except where such cancellation is made within 5 Business Days of the session taking place, in which case 100% of the applicable fee shall be due and payable on a non-refundable basis.

6.8 Where experiential activity is provided, the Client acknowledge that this element of the Service shall be sub-contracted. IDHL will supply the Client with a proposal document outlining the activity. It is the Client’s responsibility to review and approve this within any required timeframe. Last minute changes may not be feasible and could lead to additional charges. Should the Client wish to cancel or postpone the activity, any expenses already incurred will be charged for in full together with our standard Cancellation Fee, except where such cancellation is made within 10 Business Days of the session taking place, or where the activity includes a build, promotional vehicle or structural project, in which case 100% of the applicable fee shall be due and payable on a non-refundable basis.

6.9 For crisis communications activity, IDHL accept no responsibility for any negative reputational damage caused to the Client’s brand by any comments approved by the Client (or on the Client’s behalf) that IDHL distribute to media on the Client’s behalf, or by any recommendations IDHL have given to the Client in relation to potential response options during a crisis situation.

6.10 Please note that AI tools may be used during PR campaigns. Due to the nature of AI, elements of the PR deliverables may resemble intellectual property owned by a third party. In the unlikely event that this occurs, the Client will remove the relevant deliverable from any location in which it is displayed within 24 hours of IDHL request, evidence of which may be requested.

7. Media

7.1 Where IDHL is managing a media advertising campaign for the Client and passing the media spend through to the advertising platform on the Client’s behalf, the campaign will not be set live until the media spend (detailed in the Statement of Work) has been paid to IDHL by the Client.

7.2 During the term of the Agreement, the Client must confirm to IDHL in writing the media spend budget for each month by the last Business Day of the previous month. Where the Client fails to do so, IDHL shall use the value of the previous month’s agreed media spend budget for the following month(s), until the new budget is confirmed by the Client in writing.

7.3 The Client acknowledges that due to the nature of how advertising platforms utilise media spend, it may not be possible to hit 100% of the agreed target media spend budget in any month and that there may also be occasions where the media spend budget is exceeded.

7.4 IDHL may on occasion use a portion of the Client’s media spend in relation to technology platform costs.

7.5 IDHL may, in IDHL’s sole discretion, move the agreed media spend (or part of) on any Media service line to another Media service line(s) in any month during the term of the Agreement.

7.6 The Client acknowledges that IDHL cannot guarantee the location, date or position of any advertisement being placed on the Client’s behalf.

7.7 IDHL act as an intermediary between the Client and the media suppliers. While IDHL facilitate the booking and coordination of the campaign, the Client shall retain responsibility for final creative approvals and ensuring all materials meet the media supplier specifications. IDHL may assist in communicating these specifications but will not be responsible for errors due to non-compliance.

7.8 Any delays in approvals, requested changes or late delivery of materials by the Client may result in missed deadlines, which could affect the campaign’s launch for which IDHL cannot be held responsible.

7.9 Where a media platform worked on by IDHL during the Client’s campaign adds an additional fee, the Client shall accommodate for such fee in the Client’s overall budget and take such fee out of any monthly budget confirmed by the Client to IDHL in writing.

7.10 The Client acknowledges that fees relating to Media services are non-refundable.

Web & eCommerce Service Schedule

1. Definitions

1.1 The definitions in the Terms and Conditions shall apply to this Service Schedule. In addition, the following words and expressions shall have the following meanings:

Acceptance Certificate a written acknowledgement from the Client that the Website Deliverables satisfy the relevant Acceptance Criteria and have been accepted by the Client;

Acceptance Tests IDHL’s standard technical and functional testing of Website Deliverables in accordance with the Acceptance Criteria notified to the Client in writing from time to time plus any specific tests agreed by the parties;

Acceptance Criteria (a) for IDHL’s standard technical and functional test, IDHL standard test criteria for the relevant Website Deliverables provided to the Client within a reasonable period from the Client’s request; and (b) for any specific tests agreed by the parties in the relevant Statement of Work, any additional or alternative test criteria agreed in writing between the parties;

Completion Date the date on which the Website passes the Acceptance Tests;

Defect a major error, fault or defect affecting any element or part of the Website Deliverables which causes that element or part to fail to materially comply with the Acceptance Criteria and which arises through IDHL default. Cosmetic errors, faults and/or defects which do not affect the performance of the Website Deliverables shall not constitute a defect;

Delivery Date thetarget date for the Website Deliverables to be delivered and, where relevant, ready for the Acceptance Tests as notified to the Client by IDHL in writing;

Design & Development Services such web design and development, retainer services, intranet development, extranet development, back office integration, consultancy, e-marketing and/or other services (excluding Hosting Services and/or Support Services) to be provided by IDHL to the Client as set out in the relevant Statement of Work and/or as otherwise agreed by the parties in writing;

Hosting Services the hosting services to be provided by IDHL to the Client as set out in the relevant Statement of Work and/or otherwise agreed by the parties in writing;

Hosting Start Date thedate on which IDHL are deemed to commence the provision of the Hosting Services which shall be on the earlier of: (a) the Completion Date; or (b) one calendar month after the Website has been entered onto the QA Server by IDHL, unless otherwise agreed in writing by the Client and IDHL;

Licensed Software software, toolkits and/or technology licensed, developed and/or to be developed by IDHL including the structure and architecture of the software, toolkits or technology and the underlying source code but excluding any Third Party Software;

QA Server the server on which the Website is hosted for completion of Acceptance Tests;

Software the Licensed Software and the Third Party Software as set out in the Statement of Work;

Specification the written specification for the Website Deliverables;

Sufficiently Authorised Representative the individuals nominated by the Client in writing to make decisions on the Client’s behalf;

Support Hours 8:30am to 5:00pm on any Business Day;

Support Services the support services to be provided to the Client as set out in the relevant Statement of Work and/or otherwise agreed by the parties in writing.

Third Party Software software, toolkits and/or technology owned by a third party;

Warranty Period the 90 day period (or any other period as agreed between the parties in writing and which may incur an additional charge) starting on and including the Completion Date; and

Website Deliverables the output from the Design & Development Services agreed between the parties and set out in the relevant Statement of Work.

2. Design & Development Services

The provisions of this Section 2 shall govern the provision of any Design & Development Services to be provided by IDHL to the Client as set out in the Statement of Work.

2.1 Source Code

a) To the extent that IDHL provide the Client with Licensed Software under the Agreement, IDHL grants the Client with a perpetual, non-exclusive licence to use the source code version of the Licensed Software.

b) On expiry or termination of the Agreement (except where IDHL terminate in accordance with Clause 10.2(a) of the Terms and Conditions) and subject to receiving payment of all sums due to IDHL by the Client, IDHL will provide the Client with an electronic copy of the source code version of the Licensed Software and subject to the payment of any expenses IDHL reasonably incur, provide such assistance as is reasonably requested by the Client in transferring the Website and/or hosting of the Website to the Client or another service provider who shall be permitted to manage the source code in the Website.

2.2 Software Use

a) Subject to Section 2.1(b) above, the Client may not disclose or make available the Licensed Software to any entity nor permit others to use it except the Client’s employees and agents who may use it only on the Client’s behalf and for the purposes expressly set out in the Agreement.

b) The Client will not remove or alter any copyright notices or similar proprietary devices, including any electronic watermarks or other identifiers, that may be incorporated in Licensed Software;

c) The Client will notify IDHL as soon as the Client become aware of any unauthorised use of the Software.

2.3 Third Party Software

Where Third Party Software is to be supplied to the Client by IDHL such Third Party Software shall be supplied in accordance with the relevant licensor's standard terms. The licence fee(s) for such Third Party Software shall be as set out in the Statement of Work.

2.4 Updates

Except as expressly set out in the Statement of Work, upgrades, updates, new releases and/or new versions (Updates) to any deliverables arising out of or in connection with the Services and/or Software are not included within the charges detailed in the Statement of Work. IDHL may make Updates available to the Client from time to time which the Client may choose to receive at the prevailing charges for such Update at the relevant time.

2.5 Accessibility

It is the Client’s responsibility to ensure that the Website complies with all applicable accessibly related legislation including the Equality Act 2010 and, where relevant, the Americans with Disabilities Act 1990 and the California Consumer Privacy Act 2018.

2.6 Delays

IDHL reserve the right to charge the Client 50% of the relevant personnel(s) day rates where there is a delay to the Design & Development Services commencement and/or project timeline caused by the Client or any third party outside of IDHL’s control. This is based on IDHL allocating the relevant resource to the Client on the understand that the Client has committed to the work having signed and/or accepted the Statement of Work.

2.7 Acceptance Testing

a) IDHL will use reasonable endeavours to ensure that the Website Deliverables are ready for the Acceptance Tests by the Delivery Date. The Client must promptly undertake any tasks required relating to Acceptance Tests.

b) Following delivery of the Website Deliverables, the parties will carry out the Acceptance Tests. IDHL will notify the Client in advance of the date(s) on which the Acceptance Tests shall be undertaken.

c) The Acceptance Tests for each element of the Website Deliverables will be recorded as successful where the relevant Acceptance Criteria for that element of the Website Deliverables are met.

d) If any of the Acceptance Tests are not recorded as successful (in whole or in part) IDHL will use reasonable endeavours to remedy any Defects within a period to be agreed between the parties and will repeat the Acceptance Tests up to a maximum of three times, where necessary.

e) Within 10 Business Days of an Acceptance Test being recorded as successful, the Client must issue IDHL with an Acceptance Certificate or notify IDHL in writing of any Defects or other failure(s) of the relevant Website Deliverable(s) to comply with the Acceptance Tests. The Client will be deemed to have accepted and signed off the relevant Website Deliverables if the Client fails to issue IDHL with an Acceptance Certificate or notify IDHL of any Defects within this time period or earlier where the Website Deliverables (or any part of them) are put into operational use or used in a live environment (other than for testing or rehearsal purposes) by the Client before the relevant Acceptance Tests are recorded as successful.

f) If an Acceptance Test for any element of the Website Deliverables are recorded as unsuccessful on the third retest then the Client will, within 5 Business Days of the relevant Acceptance Tests being recorded as unsuccessful:

i) give written notice that the Client wish to accept the Website Deliverables; or

ii) reject the relevant Website Deliverable(s) by giving written notice to IDHL, and, once the Client have returned to IDHL the relevant Website Deliverable(s) along with all relevant documentation, equipment, materials and Confidential Information, receive a partial pro rata refund of the charges relating to such Website Deliverable(s) (provided that the Client have returned all such items to IDHL within 5 Business Days of such written notice).

2.8 Warranty Period

a) During the Warranty Period and subject to Section 2.8(c) of this Service Schedule, IDHL will use reasonable endeavours to remedy any Defects in the relevant Developed Web Deliverable(s) which are notified by the Client to IDHL in writing. If IDHL is unable to remedy a Defect after 3 consecutive attempts, IDHL may replace the relevant Website Deliverable or part of it. IDHL liability will not extend beyond this recourse.

b) IDHL’s obligations detailed above will not apply if and to the extent that the Client has failed to comply with any of its obligations under the Agreement and/or the Website Deliverables (or any of them or any part of them) have been:

i) altered, modified by any person other than IDHL;

ii) subject to misuse, neglect or accident;

iii) used other than in accordance with IDHL recommendations; or

iv) used in conjunction with any hardware or software other than as approved or recommended in writing by IDHL.

c) Except as set out in this Section 2.8, IDHL makes no warranty that the Website Deliverables will: be error free, uninterrupted or able to resist any software virus or other damaging code.

2.9 Changes to Design & Development Services

a) Both parties may request in writing changes to the scope of the Design & Development Services and/or Specification (a Change) at any time.

b) Where a Change is requested, IDHL will inform the Client in writing of the impact of such Change on the Services (including timescales for performance and delivery), the charges and/or the Agreement (a Change Control Note).

c) No Change will be effective unless and until the Change Control Note is agreed in writing, at which point IDHL will implement the agreed Changes and the Client will perform any obligations imposed on it in accordance with the terms of the Change Control Note or (if applicable) the relevant provisions of the Agreement, including the payment of any increase to the relevant charges detailed in the Statement of Work.

d) Until such time as a Change is agreed in writing, each party will continue to perform its obligations under the Agreement in compliance with the terms of the Agreement without taking account of the requested Change.

2.10 Suspension

a) The Client may request a suspension of the Design & Development Services at any time provided that such suspension will be granted in IDHL’s absolute discretion and will be subject to the Client paying IDHL’s costs and expenses arising out of such suspension.

b) IDHL may suspend the Design & Development Services at any time if IDHL believes the Client is failing to provide any information and approvals required by IDHL in order to undertake the Design & Development Services and in such circumstances the Client will be liable to IDHL for all costs and expenses incurred by IDHL arising out of such suspension including but not limited to the start-up costs for recommencing provision of the Design & Development Services.

3. Support Services

The provisions of this Section 3 shall govern the provision of any Support Services to be provided by IDHL to the Client as set out in the Statement of Work (where applicable).

3.1 Support Start Date

With effect from the date set out in the Statement of Work or, in the absence of such date being specified in the Statement of Work, such date as notified by IDHL to the Client in writing and subject to Section 3.7, IDHL will supply the Support Services to the Client in accordance with the Statement of Work.

3.2 Notification

If the Client discovers a Defect, it will contact IDHL via IDHL’s support desk (accessed via a ticketing system) during Support Hours, promptly and in any event within no more than 3 Business Days of discovery, and will inform IDHL of the nature of the error, fault or Defect and will provide IDHL with all such additional information including examples where possible.

3.3 Severity Levels

IDHL will allocate a severity level to each error, fault, request or defect which the Client informs IDHL about.

3.4 Response Times and SLA

IDHL will use reasonable endeavours to provide an initial response in respect of, and to fix, each Defect which the Client informs IDHL about in accordance with the timescales set out in IDHL’s service level agreement (which shall be appended to a Statement of Work where relevant and also available on request). On initial response IDHL will use reasonable efforts to either resolve an issue or provide an action plan and options to resolve the Defect.

3.5 Service Error Correction

From time to time IDHL may require the Client to install software and/or hardware repairs, corrections, adjustments, bug-fixes, workarounds, patches, modifications, additions and/or enhancements (a Service Error Correction), whether or not in respect of a Defect which the Client inform IDHL about. If IDHL supplies a Service Error Correction to the Client for installation, the Client will install that Service Error Correction within 5 Business Days from and including the date of supply.

3.6 Authorised Representatives

IDHL will not take instructions (including but not limited to support desk requests) from anyone who is not a Sufficiently Authorised Representative. IDHL will not provide support directly to the Client’s end users.

3.7 Exclusions

The Support Services do not include the provision of error, fault or Defect correction which the Client does not inform IDHL about in accordance with Section 3.2and/or that cannot be replicated or where IDHL’s physical attendance is required at any of the Client’s premises.

3.8 Defect Cause

IDHL shall not be expected to provide Support Services where a Defect is caused or exacerbated by:

a) a virus;

b) the Client’s failure to implement any Service Error Correction, recommendation or advice provided by IDHL; and/or

c) misuse, neglect, damage or accident on the Client’s part or any third party permitted to access the Client’s systems.

4. Hosting

The provisions of this Section 4 shall govern the provision of any Hosting Services to be provided by IDHL to the Client as set out in the Statement of Work. The Client acknowledges that Hosting Services are provided by third parties and therefore subcontracted by IDHL.

4.1 Hosting Start Date

IDHL will be deemed to have commenced provision of the Hosting Services on the Hosting Start Date.

4.2 Suspension

a) IDHL will be entitled to suspend the supply of any Hosting Services (in whole or in part) immediately without notice if:

i) IDHL are required to do so to ensure compliance with applicable law or by any applicable governmental or regulatory body;

ii) IDHL reasonably believe that the Services are being used in breach of the Agreement;

iii) if part of all of the Services is subject to an attack or virus;

iv) if an unauthorised person acquires access to the Services or any part of them;

v) there is a planned outage for operational, Support Services and/or maintenance reasons;

vi) IDHL consider that such suspension is necessary for ad hoc and unscheduled maintenance; or

vii) if any charges are overdue by more than thirty days from the relevant due date.

b) Where IDHL have suspended Hosting Services due to non-payment, IDHL may terminate the Agreement immediately on written notice to the Client.

c) The Client agrees that if the Hosting Services are reinstated after a suspension for non-payment, the Client will pay a reasonable reinstatement fee.

4.3 Exclusion

IDHL does not guarantee that the Hosting Services will be uninterrupted, error‑free, or completely secure.

4.4 Security Precautions

The Client will use reasonable security precautions including encrypting all data transmitted to or from, or stored on, servers or storage devices that have been provided by IDHL.

4.5 Hosting Updates

IDHL may: (i) relocate the Client’s servers and make changes to the provision of the Hosting Services, URLs and the Client’s IP addresses and may establish new procedures for the use of the Services from time to time; and (ii) make changes to DNS records and zones servers as it deems necessary for the operation of the shared network infrastructure. In each case, IDHL will give the Client reasonable advance notice and use all reasonable endeavours to minimise the effect that such change will have on the Client’s use of the Services.

4.6 Hosting Charges Increase

If any of IDHL’s third party hosting or license providers increase the fee they charge IDHL for the Client’s use of the Hosting Services and/or any license, IDHL will increase the Client’s charges by the same percentage amount, provided IDHL notify the Client in writing at least sixty days before the effective date of the price increase, where possible.