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PLEASE READ CAREFULLY BEFORE ACCESSING OR USING ANY SERVICES

Shoptimised Ltd (CRN: 11199014) (Shoptimised, we, us, our) has developed a platform and associated software applications which it makes available to subscribers via the internet for the purpose of optimising product feeds.

This Contract is a legal contract between you and Shoptimised for the Services and the Documentation (see definitions below).

Shoptimised allows you to use the Services and the Documentation on the basis of this Contract. Shoptimised does not sell the Services or Documentation to you. Shoptimised remains the owner of the Services and Documentation at all times.

IMPORTANT NOTICE:

BY TICKING TO "ACCEPT" WHERE INDICATED OR OTHERWISE BY ACCESSING AND USING THE SERVICES YOU AGREE TO THE TERMS OF THIS CONTRACT WHICH WILL BIND YOU AND YOUR EMPLOYEES. THE TERMS OF THIS CONTRACT INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 13.

IF YOU DO NOT AGREE TO THE TERMS OF THIS CONTRACT, WE WILL NOT ALLOW YOU TO ACCESS AND USE THE SERVICES AND THE DOCUMENTATION AND YOU MUST DISCONTINUE THE PROCESS NOW. IN THIS CASE YOU MAY NOT ACCESS OR USE THE SERVICES OR DOCUMENTATION.

1. Definitions & Interpretation
   1. The definitions and rules of interpretation in clause 5.11 apply in this Contract.
2. Authorised Users
   1. Subject to you discharging your obligations under this Contract, the restrictions set out in this clause 2 and the other terms and conditions of this Contract, Shoptimised hereby grants to you a non-exclusive, non-transferable right to during the Subscription Term to permit the Authorised Users to access the Platform and to use the Software, the Services and the Documentation for the purpose of optimising product feeds.
   2. In relation to the Authorised Users, you undertake that each Authorised User shall keep a secure password for use of the Services and Documentation, that such password shall be changed at such intervals as Shoptimised may from time to time recommend or (where Shoptimised makes no such recommendation) regularly, and that each Authorised User shall keep his password confidential.
   3. You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that:
      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      6. is in a manner that is otherwise illegal or causes damage or injury to any person or property;
      and Shoptimised reserves the right, without liability or prejudice to our other rights to you, to disable your access to any material that breaches the provisions of this clause 2.
   4. You shall not:
      1. except as may be allowed by any applicable law which is incapable of exclusion by Contract between the parties:
         1. and except to the extent expressly permitted under this Contract, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
         2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
      2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
      3. subject to clause 15.6.1, license, sell, rent, lease, transfer, assign, distribute the Services to any third party except the Authorised Users.
   5. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Shoptimised.
3. Account set up
   1. In order to use the Services, you must first register to set up an account by completing the online form.
   2. Shoptimised makes Services available for business use only. By creating an account, you are confirming that you are acting on behalf of a business and that you have full capacity and authority to enter into and perform the Contract on behalf of that business.
   3. You warrant that all information you provide to us when registering an account is true and accurate. It is your responsibility to ensure the information in your account is updated with any relevant changes.
   4. Shoptimised reserves the right, without liability, to refuse at its absolute discretion any application for an account or for services.
4. Services
   1. We shall, during the Subscription Term on and subject to the terms of this Contract, provide access to the Platform and permit the Authorised Users to use the Services and Documentation on the Platform.
   2. We shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for:
      1. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
      2. unscheduled maintenance.
   3. We will, as part of the Services and at no additional cost to you, provide you with our standard support services during Normal Business Hours in accordance with the Support Services Policy in effect at the time that the Services are provided. We may amend the Support Services Policy in our sole and absolute discretion from time to time. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up).
5. Customer data
   1. You shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
   2. We shall follow our archiving procedures for Customer Data as set out in our Back-Up Policy available on the Platform, as such document may be amended by us in our sole discretion from time to time. In the event of any loss or damage to Customer Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us in accordance with the archiving procedure described in our Back-Up Policy. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up).
   3. We shall, in providing the Services, comply with our Privacy Policy relating to the privacy and security of the Customer Data available on the Platform, as such document may be amended from time to time by us in our sole discretion.
   4. You understand that the Software will store details of your usage of the Software and the results of your usage of the Software together with various other data which you input, including Customer Data. You agree that we may store the results of your usage of the Software and the results of those calculations and such other data as you input, including Customer Data, and use the same to improve the Software and the different products and services which we offer to our customers. In addition, you agree that we may use the same for the purposes of research and provision of aggregated statistical data and reports for the benefit of our customers.
   5. Both parties shall comply with all applicable requirements of the Data Protection Legislation. This clause 5.5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
   6. If we process any personal data on your behalf when performing our obligations under this Contract, the parties record their intention that you shall be the data controller and we shall be a data processor and in any such case:
      1. you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you and the Authorised Users are located in order to carry out the Services and our other obligations under this Contract;
      2. you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with this Contract on your behalf;
      3. you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
      4. we shall process the personal data only in accordance with the terms of this Contract and any lawful instructions reasonably given by you from time to time; and
      5. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
6. Third Parties
   1. You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and make your products available from, third parties and that you do so solely at your own risk.
   2. Shoptimised makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party, or any transactions completed, and any contract entered into by you, with or via any such third party.
   3. Any contract you enter into and any transaction you complete with a third party is between you and the relevant third party, and not Shoptimised and Shoptimised is not a party, guarantor or surety in respect of any such contracts. Shoptimised does not endorse or approve any third-party products or services.
7. Shoptimised obligations
   1. We undertake that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
   2. If the Services do not conform with the undertaking at clause 7.1, Shoptimised will, at its expense, use reasonable endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the expected output. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, Shoptimised:
      1. does not warrant that your use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements; and
      2. 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 you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8. Your obligations
   1. You shall:
      1. provide us promptly with:
         1. co-operation in relation to this Contract and all matters relating to the Services; and
         2. access to such information as we may require;
         in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
      2. you shall ensure that all information which is uploaded is complete and accurate in all respects since the performance of the Service relies upon this;
      3. comply with all applicable laws and regulations with respect to your activities under this Contract and any policies of which you are notified by Shoptimised from time to time;
      4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Contract and shall be responsible for any Authorised User’s breach of this Contract;
      5. obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under this Contract, including without limitation the Services;
      6. be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
9. Charges and payment
   1. No Subscription Fees shall be payable in respect of any Trial Period. You shall pay to us, in accordance with this clause 9, the Subscription Fees in respect of all applicable Renewal Periods.
   2. We accept payment by direct debit or continuous payment authority (debit or credit card) or such other method as we may from time to time agree.
   3. You shall on request provide to us or our payment provider (as the case may be) with relevant valid, up-to-date and complete payment information (Payment Information).
   4. You acknowledge Shoptimised provides access to the Platform as a subscription service and that Shoptimised takes recurring payments, you hereby authorise Shoptimised to automatically charge you in advance in respect of the immediately following Renewal Period for the applicable Subscription Fee on or around the Effective Date and monthly thereafter.
   5. You shall pay the applicable Additional Services Fees in respect of the Additional Services you take. You acknowledge that Shoptimised makes available certain of the Additional Services:
      1. including the Product Feed Creation Service, on an annual basis and consequently that:
         1. you will be charged annually in advance for certain Additional Services Fees;
         2. there will be an annual renewal cycle for those Additional Services;
      2. including Performance Boost Services and Incremental Sales Services on a three-month rolling basis and consequently that:
         1. you will be charged monthly in arrears for certain Additional Service Fees;
         2. there will be a three-month rolling renewal cycle for those Additional Services;
   6. If you owe us any sum due under or relating to this Contract, without prejudice to any of our other rights and remedies and without liability to you, we may suspend your access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the sum(s) concerned remain unpaid.
   7. If you make an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 7 days following the date of our written request
      1. an amount equal to the amount of the charge-back;
      2. all third party expenses incurred by us in relation to the charge-back (including charges made by our or your bank or payment processor or card issuer);
      3. an administration fee of £25 (including VAT); and
      4. all our reasonable costs, losses and expenses incurred in recovering the sums referred to in this clause 9.7,
      and for the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on a card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back for the purpose of this clause 9.7.
   8. All amounts and fees stated or referred to in this Contract are:
      1. payable in pounds sterling;
      2. non-cancellable and non-refundable;
      3. exclusive of VAT, which shall be added at the appropriate rate.
   9. You acknowledge that the number of product feeds managed (among other things) varies according to the Package chosen and you agree that you are solely responsible for selecting a Package which adequately meets your requirements. To the extent that your usage requirements change and you require a different Package, you may be required to indicate your acceptance of the change (including the change in Subscription Fees and/or Additional Service Fees) before you are able to access the benefits of the newly selected Package.
   10. In respect of the Product Feed Creation Service, you acknowledge that the relevant Additional Services Fee covers only 3 updates. To the extent that further updates are required, additional fees shall be payable.
   11. We may at any time set off any amount that you owe to us against any amount that we owe to you.
   12. We shall be entitled to vary the Subscription Fees and the Additional Services Fees from time to time by posting new fees on the Website, but this will not affect fees for services that have previously been paid.
   13. You shall pay interest on any sum due under this Contract at a rate of 4% above the Banks of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%, from when the overdue sum became due, until it is paid (whether before or after judgment). This clause is without prejudice to any of our rights to claim interest under the law.
   14. All invoices shall be paid in full, without deduction, counterclaim or set off, in cleared funds on or before their due date for payment.
10. Proprietary rights
    1. You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Services, the Platform, the Documentation, the Deliverables and the Shoptimised Marks. Except as expressly stated herein, this Contract does not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
    2. We confirm that we have all the rights in relation to the Services and the Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this Contract.
11. Confidentiality
    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Contract. A party's Confidential Information shall not be deemed to include information that:
       1. is or becomes publicly known other than through any act or omission of the receiving party;
       2. was in the other party's lawful possession before the disclosure;
       3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
       4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
       5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Contract.
    3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Contract.
    4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
    5. You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information.
    6. We acknowledge that the Customer Data is your Confidential Information.
    7. This clause 11 shall survive termination of this Contract, however arising.
12. Indemnity
    1. You shall defend, indemnify and hold harmless us against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Documentation, provided that:
       1. you are given prompt notice of any such claim;
       2. we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
       3. you are given sole authority to defend or settle the claim.
13. Limitation of liability
    1. This clause 13 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:
       1. arising under or in connection with this Contract;
       2. in respect of any use made by you of the Services and Documentation or any part of them; and
       3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Contract.
14. Except as expressly and specifically provided in this Contract:
    1. you assume sole responsibility for results obtained from the use of the Services and the Documentation by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
    2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Contract; and
    3. the Services and the Documentation are provided to you on an "as is" basis.
15. Nothing in this Contract excludes our liability:
    1. for death or personal injury caused by our negligence; or
    2. for fraud or fraudulent misrepresentation.
16. Subject to clause 13.3:
    1. we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent) , restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Contract; and
    2. our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the total Fees paid during the 12 months immediately preceding the date on which the claim arose.
17. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of having grounds to make a claim in respect of the event and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail. Unless you notify Shoptimised that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event.
18. This clause 13 shall survive termination of the Contract.
19. Term and termination
    1. This Contract shall commence on the Start Date and shall (unless otherwise terminated in accordance with the remaining provisions of this clause 14) continue for the Trial Period, at the end of which it shall automatically terminate without notice unless you:
       1. confirm to us that you wish to continue to take the Services;
       2. provide the Payment Information in accordance with clause 9.3; and
       3. agree to pay the relevant Subscription Fees and any Additional Services Fees,
       in which case clause 14.2 shall apply. The Trial Period and any subsequent Renewal Periods shall constitute the Subscription Term.
    2. If the Contract continues after the Trial Period pursuant to clause 14.1, the Contract shall (unless otherwise terminated in accordance with the remaining provisions of this clause 14) continue for the first Renewal Period. The Contract shall be automatically renewed after each Renewal Period, unless either party notifies the other party of termination, in writing, at any time, in which case the Contract shall terminate upon the expiry of then current Renewal Period.
    3. Without prejudice to any other rights or remedies to which we may be entitled, we may terminate this Contract without liability to you if:
       1. you commit a material breach of any of the terms of this Contract and (if such a breach is remediable) fail to remedy that breach within 10 days of being notified in writing of the breach; or
       2. you repeatedly or persistently breach any of the terms of this Contract in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the terms of this Contract;
       3. you suffer an Insolvency Event; or
       4. there is a Change of Control of your business; or
       5. you fail to pay any amount due to us on the due date for payment and remain in default for not less than fourteen days.
20. General
    1. Force majeure We shall have no liability to you under this Contract if we are prevented from or delayed in performing our obligations under this Contract, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, pandemic, epidemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
    2. Waiver
       1. A waiver of any right under this Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
       2. Unless specifically provided otherwise, rights arising under this Contract are cumulative and do not exclude rights provided by law.
    3. Rights and Remedies
       1. Except as expressly provided in this Contract, the rights and remedies provided under this Contract are in addition to, and not to the exclusion of, any rights or remedies provided by law.
       2. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
    4. Severance
       1. If any provision (or part of a provision) of this Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
       2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
    5. Entire Contract
       1. This Contract, and any documents referred to in it, constitute the whole Contract between the parties and supersede any previous arrangement, understanding or Contract between them relating to the subject matter they cover.
       2. Each of the parties acknowledges and agrees that in entering into this Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Contract or not) relating to the subject matter of this Contract, other than as expressly set out in this Contract.
    6. Assignment
       1. You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Contract.
       2. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract.
    7. No partnership or agency Nothing in this Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
    8. Third party rights This Contract does not confer any rights on any person or party (other than the parties to this Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
    9. Notices
       1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
          1. delivered by hand or by pre-paid first-class post or other next working day delivery service at the relevant postal address specified in the Contract Details (or such other postal address as may have been notified by that party for such purposes); or
          2. sent by email to the relevant email address specified in the Contract Details (or such other email address as may have been notified by that party for such purposes).
       2. Any notice shall be deemed to have been received:
          1. if delivered by hand, on signature of a delivery receipt;
          2. 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 or at the time recorded by the delivery service; and
          3. 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. In this clause 15.9.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
       3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
    10. Governing law and jurisdiction
        1. This Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
        2. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
    11. Definitions and interpretation
        1. The following definitions apply in this Contract:

           "Additional Services"	any additional services, including Product Feed Creation Services, Performance Boost Services, and/or Incremental Sales Services which Shoptimised agrees to provide.
           "Agreed Refund Amount"	the agreed refund amount for returned goods specified in the Documentation.
           "Additional Services Fees"	the sums payable by you to Shoptimised for the Additional Services as set out in the Documentation.
           "Authorised Users"	those of your employees, agents and independent contractors who you authorise to use the Services and the Documentation.
           "Benchmark Advertising Spend"	the benchmark advertising spend set out in the Documentation.
           "Benchmark Revenue"	the benchmark revenue set out in the Documentation.
           "Benchmark ROAS"	the benchmark ROAS set out in the Documentation.
           "Business Day"	any day which is not a Saturday, Sunday or public holiday in England.
           "Change of Control"	shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression Change of Control shall be construed accordingly.
           "Confidential Information"	all confidential information (however recorded or preserved) disclosed by a party to the other party including any information that would be regarded as confidential by a reasonable business person relating to: the business, affairs, customers, clients, suppliers, plans, intentions or market opportunities of the disclosing party; or the operations, processes, product information, know-how or trade secrets of the disclosing party.
           "Contract"	this contract and any Order Form for Additional Services provided by Shoptimised.
           "controller, processor, personal data, processing, and appropriate technical and organisational measures"	as defined in the Data Protection Legislation.
           "Customer Data"	the data inputted by you, Authorised Users, or us on your behalf for the purpose of using the Services or facilitating your use of the Services including any product feed created externally to Shoptimised and imported into the Platform.
           "Data Protection Legislation"	all applicable data protection and privacy legislation in force from time to time in England including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and any order, guidelines and instructions issued by a relevant national regulator or judicial authority in England in force from time to time which apply to a party relating to the use of personal data.
           "Deliverables"	any output of the Services produced by Shoptimised including product feeds and all products and materials developed by Shoptimised in relation to the Services in any media, including computer programs, data (other than Customer Data), diagrams, reports and specifications (including drafts).
           "Documentation"	the documentation made available to you by us online via the Platform and/or in any Order Form which sets out a description of the Services, the Subscription Fees, the Additional Services Fees and the user instructions for the Services.
           "Effective Date"	the day immediately after the end of the Trial Period or if there is no Trial Period, the service commencement date specified in the Documentation.
           "Google Ads Account"	a Google Ads Account (or such other Ads account as may apply from time to time).
           "Google Analytics Account"	a Google Analytics Account (or such other analytics account as we may from time to time specify).
           "Google Merchant Center"	Google Merchant Center, or such other merchant centre as may apply from time to time, in each case as amended or updated from time to time.
           "Google Shopping Campaign"	Google Shopping Campaign (or other shopping campaign, including Facebook shopping campaign, Bing shopping campaign and other shopping campaign to the extent that they are applicable).
           "Incremental Sales Services"	a service (i) which identifies products from within your product feed that are currently No Click Products or Non-Converting Products from your Google Shopping Campaigns (ii) which creates new Google Ads Accounts with separate unique advertising ID’s for all Google Shopping Campaigns which we manage and promote via the Google Merchant Center (iii) where we track sales generated by all Google Shopping Campaigns managed and promoted by us using your Google Analytics Account and (iv) which details all incremental sales generated with reference to their unique advertising ID’s and determines the fees payable to us by you as specified in the Documentation.
           "Insolvency Event"	occurs if a person: a) is unable to pay its debts as they fall due or suspends or threatens to suspend payment of its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or becomes insolvent or bankrupt or ceases to trade; b) is the subject of an order made or a resolution passed for the administration, winding-up or dissolution (otherwise than for the purpose of a solvent amalgamation or reconstruction, which does not materially reduce that entity’s assets); c) has an administrative or other receiver, manager, trustee, liquidator, administrator, or similar officer appointed over all or any substantial part of its assets; d) enters into or proposes any composition or arrangement with its creditors generally (otherwise than for the purpose of a financing or solvent amalgamation or reconstruction, which does not materially reduce the entities’ assets); or is the subject of any events or circumstances analogous to any of the foregoing in any applicable jurisdiction.
           "Intellectual Property Rights"	patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
           "No-Click Products"	a product you advertise online using a Google Shopping Campaign at any time during the Relevant Period in relation to which: (i) [a third party (including a search engine, website owner or a network of websites) is entitled to payment each time the online ad for such product is clicked; and] (ii) in relation to which a person does not click on the online ad for such product, during the Relevant Period.
           "Non-Converting Products"	a product you advertise online using a Google Shopping Campaign at any time during the Relevant Period in relation to which: (i) [a third party (including a search engine, website owner or a network of websites) is entitled to payment each time the online ad for such product is clicked); and] (ii) in relation to which a person does click on the online ad for such product, but which does not result in a sale by you of such product to such person during the Relevant Period.
           "Normal Business Hours"	9.00 am to 5.00 pm local UK time, each Business Day.
           "Order Form"	an order form for any of the Services and/or the Additional Services signed by you and us.
           "Packages"	the packages or bundles in which Shoptimised makes the Services available as set out in the Documentation and as amended by Shoptimised from time to time.
           "Payment Information"	has the meaning set out in clause 9.3.
           "Performance Boost Services"	a service in which we assume full management and promotion of: (i) your new and/or existing Google Shopping Campaigns; and (ii) your Google Merchant Center, using our Performance Boost software, for an agreed fee as specified in the Documentation.
           "Platform"	the Shoptimised platform.
           "Product Feed Creation Services"	services relating to the creation of product feeds.
           "Relevant Period"	the preceding 30, 60 or 90 day period as agreed with you and as specified in the Order Form.
           "Renewal Period"	period of one month commencing on the Effective Date and monthly thereafter or as otherwise specified in the Documentation or clause 9.5.
           "Revenue"	the gross income received by you and confirmed by the sales and conversion tracking data detailed in your Google Ads Account and confirmed in your Google Analytics Account from the online sale of products in the Google Shopping Campaigns managed by us as detailed in the Documentation, following implementation of the relevant Performance Boost Services.
           "Revenue Uplift"	such sum as is equal to (i) the difference between the Revenue in the relevant month and the Benchmark Revenue less (ii) the Agreed Refund Amount.
           "ROAS"	return on advertising spend for products sold in the Google Shopping Campaign(s) managed by us following implementation of the Performance Boost Services.
           "Services"	the subscription services provided by Shoptimised to you under this Contract via the Platform from time to time, as more particularly described in the Documentation, including the provision of access to the Platform, the Software and Support, together with any Additional Services which Shoptimised agrees to provide and you agree to take from time to time.
           "Shoptimised Marks"	in relation to Shoptimised: (i) any trade marks, trade names, trade dress, logos, URLs and domain names; (ii) any identifying slogans and symbols; (iii) the "look and feel".
           "Software"	the online software applications and tools provided and hosted by us or on our behalf and to which we provide you with access as part of the Services, including any updates we may make to such applications and tools from time to time.
           "Start Date"	the date on which the Trial Period commences.
           "Subscription Fees"	the subscription fees being the monthly fixed fees payable by you to us for the User Subscriptions in relation to the relevant Package, as set out in the Documentation.
           "Subscription Term"	has the meaning given in clause 14.1.
           "Support"	our standard support services provided during Normal Business Hours in accordance with the Support Services Policy in effect at the time that the Services are provided.
           "Support Services Policy"	our policy for providing support in relation to the Services as made available via the Platform as may be notified to you from time to time.
           "Trial Period"	a trial period granted by Shoptimised which, unless otherwise stated, shall be for 14 days.
           "VAT"	value added tax or any equivalent tax chargeable in the UK or elsewhere.
           "Virus"	any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
           "Website"	the website at www.shoptimised.com or such other website address as we may notify to you from time to time.

        2. The following rules of interpretation apply in this Contract:
           1. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
           2. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
           3. A reference to writing or written includes email but not fax.
           4. 1A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
           5. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
           6. Clause headings shall not affect the interpretation of this Contract. References to clauses are to clauses of this Contract.
           7. A reference to a company shall include any company, corporation or other body corporate wherever and however incorporated or established.