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<!doctype html> <html> <head> <meta charset="utf-8"> <meta http-equiv="x-ua-compatible" content="ie=edge"> <meta name="viewport" content="width=device-width, initial-scale=1"> <link rel="dns-prefetch" href="//cdnjs.cloudflare.com">  <title>Marketing Services | Newsquest Media Group</title> <meta name="description" content="We are a media company with a difference. 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InterpretationThe following definitions and rules of interpretation apply1.1 Definitions:Acceptance Tests: tests run LOCALiQ to verify compliance of a Site with the Site Specification in all material respects.Affiliates: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.Agreement: an agreement for the delivery of Services made between LOCALiQ and the Client under these Terms, the DMS Order and the Campaign Construct, as stated in clause 2.1.Authorised Representative: a person who has been duly authorised in writing to act for the party which they represent.Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.Campaign Construct: a plan for a marketing campaign formulated by LOCALiQ that is agreed by the Authorised Representatives of both parties in accordance with clause 4. The Campaign Construct (which may be communicated by email) may include: details identifying the parties; a specification of the Services; the agreed Fees together with detail of any Third Party Fees and Expenses; detail of the relevant Client Digital Properties; and the names and contact details of the Client Representative(s). The Campaign Construct may also include: a Commencement Date and duration; provisions for rights of termination of any rolling Services; a Timetable; the Territory; detail of Client Branding; and any other special terms and conditions particular to the Client’s requirements. Provided that in the case of SEO products a strategy document will be produced in the first cycle of the Client’s contract and billing will commence prior to the production of the strategy document.Client: the client of LOCALiQ identified in the Campaign Construct.Client Branding: the registered trademarks and trade mark applications, and all unregistered trade marks, logos, designs and signage specified in a Campaign Construct and/or notified by the Client to LOCALiQ from time to time.Client Centre: the customer relationship management and tracking system provided as part of LOCALiQ’s digital marketing services, available to subscribing clients at: https://client.localiq.co.uk/sign-inClient Centre Software: server-side software (together with any fixes or upgrades) which analyses the Marketing Data.Client Materials: the Client Branding and any software, text, graphics, images, sound, video, documents, records or other or material on any media, made available to LOCALiQ by or on behalf of the Client in connection with the provision of the Services, including content for websites, advertisements and marketing communications and the layout and content of the Client’s Digital Properties.Client Representative: a representative designated in the Campaign Construct by the Client as having authority to make binding decisions on behalf of the Client in respect of the Services.Commencement Date: the date given in the Campaign Construct when Services will start.Confidential Information: has the meaning given in clause 17.Contract Term: the duration of the Agreement.Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the UK Data Protection Legislation.Cycle: A budget for Services agreed in the DMS Order or Campaign Construct, which ends when the budget is used up. (A Cycle is therefore not of fixed duration; it may be shorter or longer depending on how quickly the budget is used up.)Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018; and the and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.Deliverables: all software (including Tracking Code and Client Centre Software) text and graphic work, images, sound or video or other materials created or produced by or on behalf of LOCALiQ for the Client in the course of providing the Services (including websites, SEO Pages, reports, analyses and content for websites, advertising or marketing communications) on any media. The Deliverables shall include all items that are identified in a Campaign Construct.Customer Success Manager: A representative of LOCALiQ appointed by LOCALiQ to manage the relationship with the ClientDigital Property: any website, app or other property under the Client’s control specified in the Campaign Construct as the subject of Services (and SEO Digital Property shall mean a Digital Property which is the subject of search engine optimisation services).DMS Order: the Client’s initial written order for Services. It authorises LOCALiQ to investigate the Client’s needs and produce a Campaign Construct to meet them. The DMS Order (which may be communicated by email) should include: details identifying the parties; a brief summary of the proposed Services; an estimate of the Fees and any Third Party Fees. The Agreement shall be subject to the acceptance by the Client of the Campaign Construct.Dispute Resolution Procedure: the procedure set out in clause 38.Expenses: reasonable travel, accommodation and subsistence expenses of any Personnel of LOCALiQ or its Subcontractors when attending any location for work in connection with the Services which has been authorised in advance by the Client in writing, or when reasonably incurred in a case of urgency and it is not reasonably practicable to contact the Client.Fees: the fees for the Services, as set out in the DMS Order and/or Campaign Construct.Fixed Term Contract: as described in clause 3 below.Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, 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.Marketing Data: all marketing data, including targeting, form submissions, call recordings and other Client customer personal data, submitted or generated in the course of the Services.Material Breach: means a breach of an Agreement (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from it.Personnel: officers, employees, consultants, agents, representatives and advisers.Privacy Rights: rights of confidentiality, rights against misuse of private information and rights arising under the Data Protection Legislation.Rolling Billing: as described in clause 3 below.Round: a specified number of Cycles agreed in the DMS Order or Campaign Construct.RPIX: Retail Prices Index All Items Excluding Mortgage Interest as published by the Office of National Statistics.SEO: search engine optimisation.SEO Pages: the web pages developed by LOCALiQ for any SEO Services under the Agreement, containing content, links, tagging and other search engine optimisation techniques in order to increase the ranking and prominence of a Digital Property (and/or its web pages) in the result pages of search engines.Services: the marketing services to be provided by LOCALiQ to the Client as set out in each DMS Order and Campaign Construct.Set-Up Fees: fees charged for certain products and services offered.Site: a website to be developed and hosted by LOCALiQ for the Client in connection with the website construction service.Site Specification: any agreed specification for a Site set out in the Campaign Construct.Subcontractor: any third party engaged by LOCALiQ to provide any part of the Services or any of the Deliverables.Territory: those countries in which the Services are to be provided as set out in each Campaign Construct. The Territory shall include websites and other globally accessible media to the extent that they are specifically targeted at persons located in such countries.Terms: these terms and conditions, including any documents referred to in them and the Schedules.Third-Party Fees: fees payable by LOCALiQ to Subcontractors or other third parties relating to the provision of the Services which are not included in the Fees and are not Expenses, but are reasonably and necessarily incurred for the Services or specified in the DMS Order and/or Campaign Construct or otherwise agreed in writing between the parties.Third-Party Materials: any work, products (including third party software), or other materials authored, created or performed by a third party and either commissioned for, or used in relation to, the Services or Deliverables..Third-Party Suppliers: other suppliers used by the Client.Timetable: any timetable for the provision of the Services and the Deliverables as set out in the relevant Campaign Construct.Tracking Code: analytical tracking technology (including any fixes and updates provided by LOCALiQ) placed on the Client’s website allowing LOCALiQ to capture Client customer data, track customer behaviour, measure performance and identify business leads.Trade Marks: the registered trademarks and trade mark applications, and all unregistered trade marks and logos, specified in a Campaign Construct and/or notified by the Client to LOCALiQ from time to time in wriUK GDPR has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.Unsuitable Content: any material or content that is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, harassing, liable to incite racial or religious hatred, or is in breach of any third party’s Intellectual Property Rights or Privacy Rights or is otherwise unlawful, or content that disrupts any part of the Services or contains Viruses.VAT: value added tax chargeable under the Value Added Tax Act 1994.Virus: any thing or device (including any software, code, file or program) the purpose or possible function of which is to deliberately disable a computer or network or impair or adversely affect its performance or prevent or hinder access to any program or data, or impair the operation of any program or the reliability of any data including a computer virus, trojan horse, worm, logic bomb, back door or similar item.1.2 The Schedules form part of these Terms and shall have effect as if set out in full in the body of this framework agreement. Any reference to the Terms includes the Schedules.1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.1.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.1.6 A reference to a right to use under a licence of Intellectual Property Rights in the Agreement includes all the acts listed in section 16 Copyright, Designs and Patents Act 1988 for the full period of copyright and all extensions and renewals.1.7 A reference to writing or written includes fax and email.1.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.1.9 References to clauses and Schedules are to the clauses and Schedules of these Terms and references to paragraphs are to paragraphs of the relevant Schedule.1.10 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.1.11 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.2. Appointment of LOCALiQ2.1 By making a DMS Order, the Client appoints LOCALiQ to produce a Campaign Construct and provide the agreed Services subject to these Terms and the provisions of the DMS Order and the Campaign Construct (Agreement).2.2 LOCALiQ may make changes to these Terms at any time, as will be indicated by the ‘last modified’ date set out at the foot of these Terms. Any such changes shall be binding once posted, unless such changes are material, in which case they shall not take effect until there is a valid variation of an existing Campaign Construct or the Client signs a new DMS Order for Services.2.3 LOCALiQ is appointed on an exclusive basis in respect of the provision of the Services for the Client within the Territory for the duration of the Agreement.3. Duration3.1 A Contract term for Services shall commence on the date of the DMS Order and continue until expiry or termination in respect of any Services ordered under it on a fixed or rolling basis as set out in the DMS Order or Campaign Construct or until validly terminated in accordance with clauses 23 or 24 (or other express provision for termination in these Terms). A DMS Order may be cancelled as provided in clause 23.3.2 If your DMS Order or Campaign Construct specifies a Contract Term of “Fixed Term Contract”, this means the Agreement is not cancellable during the Contract Term but will automatically terminate at the end of the Round, unless extended by further agreement between us.3.3 If your DMS Order or Campaign Construct specifies a Contract Term of “Rolling Billing”, this means the Agreement will automatically renew (subject to clause 3.4 below) at the end of the first Round (“Initial Round”) and Cycles will continue thereafter on a rolling basis unless and until terminated by either party giving at least 20 Business days notice in writing to the other, whereupon the Agreement for the Services in question will terminate at the end of the Cycle that is current at the expiry of the notice period.3.4 An Agreement for Services on a Rolling Billing basis will not renew pursuant to clause 3.3 above if the Client gives written notice of at least 20 Business Days before the end of the Initial Round.4. Campaign Construct4.1 If the Client makes a DMS Order instructing LOCALiQ to undertake a marketing campaign for the Client, the Client shall discuss with LOCALiQ the Services required in order to execute that campaign. As soon as is practicable following these discussions, LOCALiQ shall submit to the Client in writing, for approval in accordance with clause 4.2, a draft Campaign Construct.4.2 The Client shall within 5 Business Days of receipt of the draft Campaign Construct, notify LOCALiQ in writing whether the Client:(a) approves the draft Campaign Construct;(b) wishes modifications to be made to the draft Campaign Construct (giving details);or(c) rejects the draft Campaign Construct and requires LOCALiQ to provide a new draft Campaign Construct.4.3Promptly following receipt by LOCALiQ of the relevant request from the Client, the parties together shall seek in good faith to:(a) agree modifications to the draft Campaign Construct requested by the Client under clause 4.2 (b); or (b) develop a new draft Campaign Construct if requested to do so by the Client under clause 4.2(c)and LOCALiQ shall resubmit the modified or new draft Campaign Construct to the Client for approval in accordance with clause 4.2.4.4 Once a draft Campaign Construct has been approved by the Client under clause 4.2 (by signature or otherwise), it shall then become a Campaign Construct for the purposes of the Agreement, shall be binding on the parties and shall form part of, and be governed by the provisions of, the Agreement.4.5 If there is any inconsistency or conflict between the provisions of any Campaign Construct and these Terms or a DMS Order, the provisions of the Campaign Construct shall prevail to the extent of that inconsistency or conflict. If there is any inconsistency or conflict between the provisions of any DMS Order and these Terms, then the Terms shall prevail to the extent of that inconsistency or conflict.4.6 If the Campaign Construct specifies Display Advertising to be included in the Services, the Newsquest Media Group standard terms and conditions of advertising at http://www.newsquest.co.uk/terms-of-advertising/ (as may be amended or substituted from time to time) shall apply to such Display Advertising services, provided that the Agreement shall prevail in the event of any inconsistency or conflict.4.7 The parties may enter into further Campaign Constructs for additional Services or change an existing Campaign Construct as provided in clause 5 below.5. Change to the Services5.1 LOCALiQ may make changes at any time to the Services:a) to reflect changes in relevant law or regulation; orb) to implement technical or administrative adjustments and improvementsprovided they do not have a substantial adverse effect on the benefit of the Services to the Client.5.2 The Client may request or LOCALiQ may recommend a material change to an existing Campaign Construct before completion of the relevant marketing campaign, or a new Campaign Construct for additional Services at any time, and the parties shall negotiate such changes reasonably and in good faith. Any resulting change or new Campaign Construct signed in writing by the parties (or their authorised representatives) shall constitute an amendment to the Agreement.5.3 Where LOCALiQ has recommended a change or new Campaign Construct it may not, unless otherwise agreed by the Client, make any charge for dealing with the proposal. Where the Client has requested a change or new Campaign Construct, LOCALiQ may make a reasonable charge for the labour, costs, expenses and other liabilities reasonably incurred by it in the negotiation and preparation of the amended or new Campaign Construct.6, Performance of the Services6.1 In consideration for the payment of the Fees by the Client, LOCALiQ shall perform the Services for, and provide any Deliverables to, the Client.6.2 Without limiting any other obligations of LOCALiQ under the Agreement, LOCALiQ shall, and shall procure that each of its Personnel shall perform the Services and deliver the Deliverables using reasonable skill, care and diligence in accordance in all material respects with:a) the DMS Order, the Campaign Construct and the Terms, including any relevant Timetable;b) reasonable written instructions of the Client from time to time (including the Client’s requirements in respect of the use in the Services of its trademarks and other branding).6.3 LOCALiQ shall ensure that it holds all permits, licences and authorisations necessary to supply the Services and to enable it to comply with its other obligations under the Agreement.6. 4 LOCALiQ will allocate sufficient Personnel with suitable experience, seniority and qualifications to perform the Services.6.5 LOCALiQ shall co-operate with any third parties as the Client may from time to time nominate for the purposes of the Services, and shall work with the Client’s nominated suppliers efficiently and in good faith.6.6 Subject to clause 7.6 below, LOCALiQ shall ensure that any content it provides in the Services is not Unsuitable Content.7. Client obligations7.1 The Client shall co-operate promptly with LOCALiQ in all matters relating to the Services, and in particular shall provide to LOCALiQ, at LOCALiQ’s request, such information and approvals as the performance of the Services reasonably requires.7.2 The Client shall provide, for LOCALiQ, its Personnel and Subcontractors, in a timely manner and at no charge, access to the Client’s premises, systems, data and other facilities as reasonably required by the Supplier. If required for the Services, the Client shall also provide:a) administrative or back-end access to the Digital Propertiesb) permission for LOCALiQ to make changes to Digital Properties;c) permission for LOCALiQ to communicate directly with third party suppliers, (for example, the Client’s web designer); andd) access to existing traffic statistics for the Digital Properties.7.3 The Client shall place Tracking Code as required by LOCALiQ for the performance of the Services. In respect of the Tracking Code, Client Centre Software of any other software accessible to it in the course of the Services, the Client must not:a) copy, modify, adapt, translate or otherwise create derivative works of such software, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of it except as expressly permitted by law;b) license, assign or otherwise transfer or deal with the rights in or to such software or any other part of the Services;c) remove any proprietary notices on such software;d) attempt to override of circumvent LOCALiQ or Subcontractor usage rules or security components embodied in software in the Services; ore) do anything else that interferes with the operation of such software or the Services.7.4 The Client shall and must procure that its Personnel shall protect passwords used in connection with the Services. The Client shall be fully liable for the confidentiality, security and all use of its access to the Client Centre, Marketing Data and other Services granted to it by the Agreement. The Client will notify LOCALiQ immediately upon learning of any unauthorised use of such access or any other breach of security.7.5 To avoid disrupting the Services, the Client must give LOCALiQ Newsquest at least 10 Business Days advance written notice of any changes to its existing Digital Properties, including any URL changes save that where any changes require a campaign to be paused then any such changes will be subject to clause 23 provided further that if the Client does not notify LOCALiQ of changes to its Digital Properties that later impact campaign performance or response LOCALiQ will not be liable for the same.7.6 If the Services (such as a hosted Site) include any online forum which invites contributions or otherwise visitors may post contributions, the Client shall be solely responsible for any content and shall take all reasonable measures to prevent or remove Unsuitable Content. The Client acknowledges and agrees that LOCALiQ, without obligation, may at its discretion intervene to remove anything it reasonably considers to be Unsuitable Content.8. Client support and information8.1 LOCALiQ shall provide set-up and continuing support, together with performance updates, as detailed in the “Service Level Agreement” (“SLA”) at Schedule 1 below, including business hours telephone and email helpline, email performance summaries and strategic reviews.8.2 LOCALiQ also provides reports to the Client through the Client Centre indicating the progress of the Services and Deliverables against each Campaign Construct.8.3 If issues remain unresolved through the SLA, either party may request on reasonable notice that a meeting takes place between senior members of the respective Personnel of the parties with responsibility for the Campaign Construct to discuss the performance of the Services against the Campaign Construct.8.4 Unless Client Representatives are expressly nominated in the Campaign Construct by the Client, any member of the Client’s Personnel holding himself or herself out as having authority to sign or otherwise agree a Campaign Construct, Change Note or give other approval on behalf of the Client may do so and such signature, agreement or approval will be binding on the Client. Such agreement or approval may be given by way of manuscript signature or an email from the personal account of a member of Client’s Personnel.8.5 LOCALiQ will collect the Client’s postal, telephone and email details and will contact the Client by email from time as necessary for the administration of the Services.9. Service Standards9.1 If at any time during the Agreement, any part of the Services performed or any Deliverables provided does not comply with the requirements of the Agreement in any material respect due to LOCALiQ’s failure to meet its obligations under the Agreement, the Client may notify LOCALiQ and LOCALiQ shall make reasonable efforts, to the extent possible, to re-perform the Services and resubmit any relevant Deliverables to the Client within 20 Business Days of the Client giving notification to LOCALiQ, or such other period as may be reasonable and which the Client and LOCALiQ may agree. If those revised Services and/or Deliverables still do not comply with the requirements of the Agreement, then the Client shall notify LOCALiQ and the parties shall either:a) agree a reasonable and proportionate adjustment to the Fees (and, if the parties cannot agree, the matter shall be referred to the Dispute Resolution Procedure); orb) if the failure amounts to a Material Breach of the Agreement, the Client may terminate the Service or Services affected by the failure in accordance with clause 24.2(a) below.9.2 LOCALiQ shall use reasonable efforts to meet any Commencement Date or Timetable, but dates shall be estimates only and time for performance by LOCALiQ shall not be of the essence of the Agreement. The Client acknowledges in particular that the Commencement Date or a Timetable may be conditional on the Client’s performance of its obligations under the Agreement, including clause 7.1 above.9.3 LOCALiQ shall not be liable if any of the Client Materials or Third Party Materials obtained by the Client, or any act or omission of the Client, its Personnel or subcontractors :a) limits, delays or prevents the performance of LOCALiQ’s obligations under the Agreement; orb)causes any defect, error or non-availability of Services,whether or not it also amounts to a breach of the Client’s obligations under the Agreement.9.4 Without prejudice to any other right or remedy available to it, LOCALiQ may suspend performance of the Services until the Client remedies the effect of the act or omission (if remediable) under cause 9.3 (a) or (b), and the Client shall reimburse LOCALiQ on receipt of written demand for any costs, expenses or losses incurred by LOCALiQ directly or indirectly as a result of such act or omission.9.5 LOCALiQ shall not be liable for any failure or delay in the performance of its obligations under the Agreement caused by:a) non-availability, failure or defect in the operation of the Client’s (or a Third Party Supplier’s) systems, website or any related functionality;b) a failure of interoperability between the Client’s (or a Third Party Supplier’s) systems and LOCALiQ’s systems, the internet or end-users’ browsers; orc) malware attack.9.6 The Client acknowledges and agrees that:a) the technical processing and transmission of the Services may involve transmissions over various networks and consequential changes to conform and adapt to technical requirements of connecting networks or devices;b) where links to other internet sites are provided in the Services, LOCALiQ has no control over them and is not responsible for their availability or content;c) where the Services include the Client Centre, a hosted website, tracking or other software services, LOCALiQ gives no warranty that they will be free from error, defect or interruption; andd) LOCALiQ gives no warranty that the Marketing Data will be accurate or reliable.9.7 Parts of the Services may be suspended for maintenance or repair from time to time, but LOCALiQ will use reasonable efforts to resolve technical problems as soon as practicable and minimise interruption.9.8 For the avoidance of doubt, LOCALiQ gives no guarantees of performance with regard to the Services, and forecasts or figures for web visitors, page impressions or other measures of response are estimates only and not to be relied on. Representations made by staff before entry into this Agreement are generally illustrative only and must not be relied on in any specific case, as further provided in clause 30 below.9.9 Notwithstanding that LOCALiQ has complied with its obligations under the Agreement, upon the reasonable request of the Client, and subject to an agreement on costs between the parties, LOCALiQ shall use reasonable efforts to correct any material issues arising in connection with the Services outside the scope of its contractual obligations. </div> <div class="content medium"> 10. Fees and Expenses10.1 In consideration for the provision of the Services in accordance with the Agreement, the Client shall pay the Fees, Third Party Fees and Expenses to LOCALiQ.10.2 The Fees, Third Party Fees and Expenses are inclusive of all costs of:a) work by or behalf of LOCALiQ to perform the Services and produce the Deliverables;b) materials used by or on behalf of LOCALiQ to provide the Services or produce the Deliverables; andc) all overheads or administration costs of LOCALiQexcept to the extent that these Terms expressly state otherwise or the parties agree in advance in any Campaign Construct that any specified costs shall be chargeable by LOCALiQ to the Client in addition.10.3 The Fees do not cover the provision of Services outside the Territory, or any services other than the Services. If any such services are requested, the level of remuneration for them will be separately agreed by the parties.10.4 LOCALiQ may invoice the Client for the Fees at such times and/or in such instalments (as applicable) as are set out in the Campaign Construct or otherwise as stated in clause 11.1.10.5 LOCALiQ may invoice the Client for the Third-Party Fees and Expenses at the same time as it invoices for the Fees and, if requested, shall provide the Client with supporting documentation for such Third-Party Fees and Expenses (including receipts).10.6 The parties agree that if additional costs result from LOCALiQ’s failure to comply with any Campaign Construct for provision of any Services or Deliverables, the Client shall not be obliged to reimburse LOCALiQ for those additional costs, except where LOCALiQ’s failure directly results from the act or omission of the Client, its Personnel or subcontractors (whether or not it is also a breach of the Client’s other obligations under the Agreement).10.7 Where a Set-Up Fee is charged the parties agree that it is non-refundable in all circumstances and it does not give access to anything beyond what is normally included in Schedule 1 (SLA). A separate DMS Order for the Set-Up Fee will be provided along with an invoice and the Set-Up Fee must be received before Services commence (unless credit facilities have been agreed between the parties). 11. Payment11.1 Unless credit terms have agreed by LOCALiQ and confirmed in writing, the Client shall pay the Fees and Third Party Fees for the Services in advance. LOCALiQ will take the Client’s first payment upon acceptance of the Campaign Construct and will take subsequent payments in advance at monthly intervals or as otherwise specified in the DMS Order or Campaign Construct.11.2 All sums payable under the Agreement are exclusive of any VAT or any other sales tax or duties, which, where applicable, shall be payable by the Client to LOCALiQ in addition. Unless otherwise agreed in writing by LOCALiQ, the Client shall designate a bank account which will be charged automatically by direct debit each month (or at such intervals as specified in the Campaign Construct) and the sums due shall be paid in cleared funds pounds sterling to the credit of LOCALiQ’s bank account.11.3 LOCALiQ will send an electronic invoice to the Client (setting out LOCALiQ’s VAT details) within 10 Business Days of the beginning of the month following the Client’s payment. For any failed or cancelled payments, a reasonable administration fee will be levied.11.4 Interest on any sum due under the Agreement shall be calculated and payable as follows:a) Rate: 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.b) Period: From when the overdue sum became due, until it is paid11.5 If credit has not been agreed and the Client has failed to pay an undisputed invoice by the due date, then LOCALiQ may at its option suspend or not start any Services under the Agreement and/or it may terminate all or any part of the Agreement in accordance with clause 24.4 below.11.6 In relation to payments disputed in good faith:a) interest under this clause 11 is payable only after the dispute is resolved, on sums found or agreed to be due, from the original due date until payment; andb) such disputes shall be referred to the Dispute Resolution Procedure if unresolved.11.7 The Fees for the Services (whether on a Fixed Term Contract or Rolling Billing basis) shall be increased on the first anniversary of the Commencement Date and each succeeding anniversary (or, if not a Business Day, the first Business Day immediately following that day) by adding to the then current Fees an amount calculated by multiplying one hundred percent (100%) of the Fees by a percentage equal to the percentage increase (if any) in RPIX published by the Office of National Statistics during the 12 months to the date to which the published RPIX most nearly preceding such anniversary relates (or such commonly recognised successor index as may exist in place therefor). 11.8 All amounts due from the Client under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding, other than any deductions or withholding of tax as required by law.12. Compliance with the law12.1 Excluding the Client Materials, LOCALiQ warrants that:a) the Services and all Deliverables (and their publication or otherwise making available to the public), in all material respects as delivered by LOCALiQ in accordance with the Terms and Campaign Construct, shall:(i) comply with all applicable laws in the Territory and any other applicable laws, regulations, regulatory policies, guidelines or codes in each case from time to time in force, including all such guidelines and codes issued by statutory, regulatory and industry bodies;(ii) not infringe the Intellectual Property Rights or proprietary rights of any third party; and(iii) not be defamatory, libellous, obscene or otherwise offensive;b) it shall comply with the terms and conditions of any licence for Third Party Materials the Client is required to obtain for the Services (provided the Client has given notice in writing to LOCALiQ of such terms and conditions).12.2 LOCALiQ undertakes to defend the Client from and against any claim or action from a third party (“Claim”) arising from its performance of the Services or a breach of the warranties in clause 12.1 and shall fully indemnify the Client from and against any losses, damages, settlements, costs (including all legal fees), expenses another liabilities (“Losses”) incurred by or awarded against the Client as a result of, or in connection with, any such Claim.12.3 The indemnity in clause 2 shall not extend to any Losses to the extent caused by the Client Materials, the Client’s breach of the Agreement or its other act or omission (whether or not negligent), the Client’s instructions or information to LOCALiQ, or the Client’s fraud.12.4 The Client warrants and agrees that:a) the Client Materials and their use as contemplated by the Agreement, shall in all material respects:i) comply with all applicable laws in the Territory and any other applicable laws, regulations, regulatory policies, guidelines or codes in each case from time to time in force, including all such guidelines and codes issued by statutory, regulatory and industry bodies;(ii) not infringe the Intellectual Property Rights, Privacy Rights or proprietary rights of any third party; and(iii) not be defamatory, libellous, obscene or otherwise offensive;(b) it shall comply with the terms and conditions of any licence obtained by LOCALiQ for Third Party Materials which are included in the Services (provided LOCALiQ has given notice to the Client in writing of such terms and conditions); and(c) it shall comply with the terms and conditions of any licence of Third Party Materials the Client itself is required to obtain under the Agreement pursuant to clause 13.11 below.12.5 The Client undertakes to defend LOCALiQ, its Affiliates and Subcontractors from and against any Claim arising from the Client’s use of the Services in a manner not authorised by this Agreement or a breach of the warranties in clause 12.4 and shall fully indemnify LOCALiQ, its Affiliates and Subcontractors from and against any Losses incurred by or awarded against them as a result of, or in connection with, any such Claim.12.6 The indemnity in clause 12.5 shall not extend to any Losses if the same are caused by LOCALiQ’s input into the Services or Deliverables, LOCALiQ’s breach of the Agreement or other act or omission (whether negligent or not), LOCALiQ’s instructions or information to the Client, or LOCALiQ’s fraud.12.7 If either LOCALiQ or the Client becomes aware that there is risk that any Campaign is not in compliance with the warranties in this clause 12, each shall promptly notify the other, and, without prejudice to any other right or remedy of either party, each shall make any modifications which may be necessary to remedy the defect. Any modifications shall be at the cost of the party at risk of breach unless the problem is due to any of the excluded factors in clause 12.3 or 12.6 and, in relation to the Deliverables or Client Materials, provided the Deliverables or Client Materials are unaltered in any relevant and material part since delivery by LOCALiQ or the Client respectively.12.8 Liability under the indemnities in clause 12.2 and 12.5 is conditional on the party claiming indemnity (“Indemnified Party”) discharging the following obligations. If any third party makes a Claim, or notifies an intention to make a Claim, against the Indemnified Party, or any claim which may reasonably be considered likely to give rise to a Claim, the Indemnified Party shall:a) as soon as reasonably practicable, give written notice of the Claim to the party obligated to give indemnity (“Indemnifying Party”), specifying the nature of the Claim in reasonable detail;b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Indemnifying Party;c) give full co-operation to the Indemnifying Party at the Indemnifying Party’s expense;d) be deemed to have given to the Indemnifying Party sole authority to avoid, dispute, compromise or defend the Claim.12.9 Nothing in clause 12.8 shall restrict or limit the Indemnified Party’s general obligation at law to mitigate any loss it may suffer or incur as a result of an event that may give rise to a Claim under indemnity.12.10iability under the indemnities in this clause 12 is unlimited.13. Ownership of Intellectual Property Rights and Marketing Data13.1 The parties agree that (subject to the licence to the Client in clause 13.2 and except for any Third Party Materials for which the Client is required to obtain licence), LOCALiQ or its third party licensors own the Intellectual Property Rights and all other right, title and interest to the Deliverables which are produced or supplied in connection with the Services.13.2 LOCALiQ grants to the Client an exclusive, non-transferable, non-sublicensable, royalty-free licence for the duration of the Services to:a) install, copy and use the Tracking Code as necessary to use the Services on Client Digital Properties;b) remotely access, view and download Client data reports from the Client Centre; andc) use the Deliverables and the Marketing Data for the usual purposes of the Client’s own business in the Territory during the period specified for the Services in the Campaign Construct or as otherwise agreed by the parties.13.3 Any unauthorised reproduction, publication, further distribution or public exhibition of the Deliverables provided on the Service, in whole or in part, is strictly prohibited.13.4 LOCALiQ claims no ownership, right or title to the Marketing Data, except for the right to use, process it and make it available in connection with the delivery of the Services. The Client may copy and download the Marketing Data from the Client Centre during the period of the Services, but LOCALiQ shall be under no obligation to retain Marketing Data for more than 30 days after its collection or after the conclusion of the relevant Service.13.5 LOCALiQ shall procure that its Personnel, Subcontractors and its Subcontractors’ Personnel shall unconditionally and irrevocably waive their moral rights in respect of the Deliverables and Marketing Data in favour of LOCALiQ and the Client.13.6 Except as provided in clause 13.11 below, LOCALiQ shall obtain all necessary licences and consents to use Third Party Materials contained in the Services or Deliverables for the usual purposes of the Client’s business during the period of the Services, subject always to the Client’s obligation in 12.4(b) and indemnity in clause 12.5 above.13.7 Title to all physical Deliverables prepared for the Client by LOCALiQ shall be retained by LOCALiQ. The Client shall be responsible for the safe keeping and maintenance of these Deliverables while in its possession, and shall accept liability for all loss or damage to them.13.8 Subject to the licence in clause 13.9 below, the parties to the Agreement agree that the Intellectual Property Rights and all other right, title and interest in the Client Materials shall at all times belong to the Client or its licensors. LOCALiQ shall not dispose of, or use, any of the Client Materials other than in accordance with the provisions of the Agreement and/or the Client’s written instructions.13.9 The Client grants to LOCALiQ a non-exclusive, non-transferable, royalty-free licence to use and permit its Subcontractors to use the Client Materials (excluding the Trade Marks, which are licensed under clause 14 below) to the extent LOCALiQ reasonably requires to enable it and its Subcontractors to provide the Services and Deliverables.13.10 The Client acknowledges and agrees that the provision of the Services may require the creation of proxy websites reproducing the Client’s Digital Properties and the licence in clause 13.9 above authorises LOCALiQ for such purpose.13.11 The Client shall obtain and comply with all necessary licences and consents for LOCALiQ and its Subcontractors to use in the Services and Deliverables:a) the work or images of third parties contained in the Client Materials; andb) any Third Party Materials it is required to obtain in connection with the Services as specified in the Campaign Construct or as otherwise agreed in writing between the parties.14. Trade Marks14.1 The Client grants LOCALiQ a non-exclusive, non-transferable, royalty-free licence for the duration of the relevant Services to use, and permit its Subcontractors to use, the Trade Marks in the creation of the Deliverables and performance of the Services in the Territory in accordance with the Agreement.14.2 LOCALiQ shall use the Trade Marks in compliance with reasonable instructions or guidance given by the Client.14.3 LOCALiQ acknowledges that it will not gain any right, title or interest in any Trade Marks or associated goodwill, which shall vest automatically in the Client (and/or its Affiliates as applicable) and LOCALiQ shall not make any use of them except in accordance with the terms of the Agreement.14.4 If requested, LOCALiQ shall include in the Deliverables relevant acknowledgements of the Client’s rights in and to the Trade Marks in the format required by the Client.15. Infringements15.1 LOCALiQ shall notify the Client promptly on becoming aware of:a) any unauthorised use by any third party of any Intellectual Property Rights of the Client (including the Trade Marks and/or any Intellectual Property Rights in the Client Materials); orb) any actual or threated claim against the Client by any third party in connection with the Services or Deliverables (or the use of the latter by the Client), in each case giving full details of that unauthorised use and/or claim.15.2 The Client shall have sole and complete control of any litigation or other proceedings arising out of any unauthorised use of its Intellectual Property Rights or any third-party claim against it in respect of the Services or the Deliverables. LOCALiQ shall, and shall procure that its Subcontractors shall, provide the Client with all assistance as may be reasonably required by the Client (at the Client’s expense) to prosecute, defend or settle any such claim. LOCALiQ shall not take any action which might be reasonably anticipated to compromise any such claim. LOCALiQ shall not have any right to initiate any proceedings without the Client’s written consent.16. Product specific terms16.1SEOThe Client acknowledges and agrees that:a) LOCALiQ has no control over the policies of search engines with respect to the type of websites and/or content that they accept or the way in which websites are ranked either now or in the future; andb) LOCALiQ does not guarantee a listing or particular ranking for any particular keyword, phrase or search term as it is solely at the discretion of the search engines themselves to list and rank a website,c) LOCALiQ shall not be liable to Client for any actions of search engines andd) LOCALiQ is not responsible for changes made to the SEO Digital Property by the Client or third parties, or the Client’s choosing to link to or obtain a link from a particular website without the prior approval of LOCALiQ, that adversely affect search engine rankings of the SEO Digital Property.16.2 Auto-response emails: Where the Services include email marketing or follow-ups to business leads, the Client is solely responsible for checking that email templates provided by LOCALiQ conform to its requirements and applicable laws.16.3 Website development and hosting:a) Once it has completed the design and development of the Site in accordance with the Site Specification, LOCALiQ shall run Acceptance Tests.b) Acceptance of the Site shall occur when the Site has passed the Acceptance Tests. LOCALiQ shall notify the Client when the tests have been passed.c) If the Site fails the Acceptance Tests, LOCALiQ shall remedy any defects promptly in order to ensure that the Site passes the Acceptance Tests on a retest.d) If such a retest demonstrates that the Site is still not in accordance with the Site Specification, the Client may, by written notice to LOCALiQ, elect at its sole option:i) to order (without prejudice to its other rights and remedies) further tests on the Site on the same terms and conditions as the retest. If the Site fails such further tests, the Customer shall be entitled to proceed under clause 16.3(d) (ii) or clause 16.3 (iii) below); orii) to accept the Site subject to a reduction of the Fees, such reduction to be an amount that is reasonable, taking into account the circumstances (any failure to agree being dealt with under the Dispute Resolution Procedure); oriii) to reject the Site as not being in conformity with the Agreement, in which event the Services under the Agreement relating to or dependent on the Site shall automatically terminate and LOCALiQ shall (without prejudice to the Client’s other rights and remedies) refund to the Client all sums already paid to LOCALiQ in respect of the Site’s development.e) If any failure to pass the Acceptance Tests results from a defect which is caused by an act or omission of the Client, its Personnel, its Third Party Suppliers or subcontractors, the Site shall be deemed to have passed the Acceptance Tests notwithstanding such defect. LOCALiQ shall provide assistance reasonably requested by the Client in remedying any such defect by supplying additional services or products at the Client’s cost.f) Acceptance of the Site shall be deemed to have taken place if the Client uses any part of the Site for any revenue-earning purposes.g) LOCALiQ will seek to remedy any material defect in the Site during the hosting period in accordance with clause 9.1 above, but LOCALiQ shall not be liable for any of the matters set out in clauses 9.3, 9.5 and 9.6 or any default of visitors to the Site or other cause beyond LOCALiQ’s reasonable control, in which case remedial work may incur additional fees and costs at LOCALiQ’s then current rates.h) The Client acknowledges that LOCALiQ has no control over any content placed on a hosted Site by visitors and does not purport to monitor the content of the Site.i) LOCALiQ may display the statement “Powered by LOCALiQ” and an accompanying LOCALiQ logo, or another promotional message in a form to be agreed, on the home page of the Site or other Digital Property developed for the Client.16.4 Digital PR Link Building(a) Unless specifically mentioned in the Campaign Construct, LOCALiQ provides no guarantee as to the volume of links secured, or the nature of the third parties who may carry the stories we produce on behalf of the client.(b) Once stories are agreed by the client for creation & distribution to third parties, LOCALiQ will make no efforts to retract a story unless our actions or oversight have resulted in a material error in the content that has been distributed.(c) LOCALiQ is not responsible for any changes to the story a third party may make to one of the stories we submit to them. (d) The Client warrants that any content they provide for use in our campaigns must be original and not infringe on third-party rights. By submitting content, the Client grants us a license to use, modify, and publish such content as part of our services. (e) LOCALiQ provides no guarantees as to any change in SEO performance, ranking, results, etc. (f) Once a story is secured and a link established between a third party and aclient’s website, Client acknowledges that LOCALiQ has no further responsibility or control over that link and has no responsibility for anything that adversely impact the Client’s website (such as Search Engine algorithm changes). 17. Confidentiality17.1 In the Agreement, Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party’s Representatives in connection with the Services or Deliverables whether before or after the date of the Agreement in the course of the Services, including but not limited to any information that would be regarded as confidential by a reasonable business person relating to:a) the business, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party or its Affiliates; andb) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party or its AffliatesRepresentatives means, in relation to a party, its Personnel, representatives and advisers.17.2 The provisions of this clause 17 shall not apply to any Confidential Information thata) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; ord) the parties agree in writing is not confidential or may be disclosed.17.3 Each party shall keep the other party’s Confidential Information confidential and shall not:a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the agreement (Permitted Purpose); orb) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.17.4 A party may disclose the other party’s Confidential Information to those of its Representatives or Subcontractors who need to know such Confidential Information for the Permitted Purpose, provided that:a) it informs such Representatives and Subcontractors of the confidential nature of the Confidential Information before disclosure; andb) at all times, it is responsible for such Representatives’ and Subcontractors’ compliance with the confidentiality obligations set out in this clause.17.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including any relevant securities exchange) or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.17.6 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in the Agreement are granted to the other party, or to be implied from the Agreement.18. Data protection18.1 Both parties will comply with all applicable requirements of Data Protection Legislation. This clause 18 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.18.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and LOCALiQ is the Processor with regard to the processing of any Personal Data in the Marketing Data or otherwise in connection with the Services provided to the Client. Schedule 3 sets out the scope, nature and purpose of processing by LOCALiQ, the duration of the processing and the types of Personal Data and categories of Data Subject, as well as the rights and responsibilities of the parties in relation to such processing.18.3 Without prejudice to the generality of clause 18.1, LOCALiQ shall process any Personal Data arising in connection with the performance of the Services in accordance with the provisions of Schedule 3.18.4 Without prejudice to the generality of clause 1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful collection of information, including any Personal Data, from its customers and other visitors to its Digital Properties and the transfer of any Personal Data to LOCALiQ which is necessary for the purposes of the Agreement. The Client will have, abide by and make available an appropriate privacy policy on its Digital Properties, giving notice of its use of the Tracking Code cookies and the purpose of the LOCALiQ Services in collecting and processing data.18.5 The Client consents to LOCALiQ appointing a third-party processor of Personal Data under the Agreement provided that such third party enters into a written agreement with LOCALiQ incorporating terms which reflect and will continue to reflect the requirements of the Data Protection Legislation. LOCALiQ shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 18.18.6 Either party may, at any time on not less than 30 days notice to the other, revise this clause 18 and Schedule 3 with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Agreement)19. LOCALiQ Personnel19.1 It is the parties’ intention that neither the commencement nor the termination of any of the Services will give rise to a relevant transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (TUPE Regulations).19.2 The Client shall fully indemnify LOCALiQ) from and against all employment claims incurred, suffered or paid by LOCALiQ in relation to any employment right or contract of employment (or termination thereof) of any employee or former employee of the Client or a subcontractor of the Client that is claimed or deemed to have effect as between LOCALiQ and that individual (Transferred Employee) under the TUPE Regulations.19.3 LOCALiQ shall fully indemnify the Client and any person that provides services in replacement of any of the Services (Successor Supplier) from and against all employment claims incurred, suffered or paid by the Client or Successor Supplier in relation to any employment right or contract of employment (or termination thereof) of any employee or former employee of the LOCALiQ or a Subcontractor that is claimed or deemed to have effect as between:a) the Client or any Successor Supplier; andb) that individual (Transferred Employee),under the TUPE Regulations.19.4 The indemnities in clause 19.2 and 19.3 shall only apply provided LOCALiQ, the Client or Successor Supplier (as appropriate) dismisses the Transferred Employee within 20 Business Days of it becoming aware of the transfer or alleged transfer (LOCALiQ or the Client, as appropriate, having been notified in advance of the termination), or within such longer period as is reasonably necessary in order to comply with fair and lawful employment practices.20. Anti-bribery20.1 The parties to the Agreement shall:a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010 (Relevant Requirements);b) not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if that activity, practice or conduct had been carried out in the UK;c) have, and shall maintain in place throughout the Term its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and clause 21.1(b), and will enforce them where appropriate; andd) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received in connection with entry into or the performance of the Agreement.20.2 Breach of this clause 20 shall be deemed a material breach under clause 24.2(a).21. Representations and warranties21.1 Each party represents and warrants that it has the authority and requisite corporate power to enter into the Agreement without obtaining the consent of any third party.21.2 LOCALiQ represents and warrants to the Client that:a) there are no other agreements, commitments, conflicts of interest or other circumstances that will prevent or inhibit the provision of the Services by LOCALiQ; andb) the Services will conform to the description in the Agreement (including Schedule 2);c) it has all the necessary resources (including Personnel) to perform its obligations as set out in the Agreement; andd) it shall not provide the Services (including the Deliverables) in any manner, or include anything in the Deliverables, which is, or is likely to be, derogatory or otherwise detrimental to the reputation, image, value or goodwill of the Client or any of its Affiliates;21.3 The Client represents and warrants to LOCALiQ that:a) the Client Materials will be free from all Viruses; andb) any content in the Client Materials supplied for use by LOCALiQ in the Services is not Unsuitable Content.22. Limitation of liability22.1 Liabilities which cannot legally be limited: Nothing in the Agreement limits any liability which cannot legally be limited, including liability for;a) death or personal injury caused by negligence;b) fraud or fraudulent misrepresentation; andc) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).22.2 Liability under indemnities: A party’s liability under the indemnities in clause 12.2 and 12.5 shall be unlimited.22.3 Cap on LOCALiQ’s liability: Subject to clauses 22.1 and 22.2, LOCALiQ’s total liability to the Client in respect of all breaches of duty occurring within any contract year in relation to the Services in a Campaign Construct shall not exceed the cap, and in this clause 22.3:a) cap: the cap is one hundred per cent (100%) of the total charges for all Services under the Agreement in the contract year in which the breaches occurred.b) contract year: a contract year means a 12-month period commencing with the date of the Agreement or any anniversary of it;c) total charges: the total charges means all sums paid by the Client and all sums payable under the Agreement in respect of Services and Deliverables actually supplied by LOCALiQ, whether or not invoiced to the Client (including Fees, Third-Party Fees and Expenses); andd) total liability: LOCALiQ’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement22.4 Specific heads of excluded lossSubject to clauses 22.1, 22.2 and 22.5, the following types of loss are wholly excluded by the parties:a) loss of profits;b) loss of sales or business;c) loss of agreements or contracts;d) loss of anticipated savings;e) loss of use or corruption of software, data or information;f) loss of or damage to goodwill;g) indirect or consequential loss.22.5On repudiation or a repudiatory breach of the Agreement by the Client, LOCALiQ shall be entitled to all outstanding Fees, Third Party Fees and Expenses for the duration of the Agreement, whether invoiced or not, to the extent that LOCALiQ is not reasonably able to avoid or otherwise mitigate its losses, in order to place LOCALiQ in the same position as if the Agreement had been fully performed.22.6 No liability for claims not notified within 90 days. Unless the Client notifies LOCALiQ that it intends to make a claim in respect of an event or alleged breach within the notice period, LOCALiQ shall have no liability for that event or alleged breach. The notice period for an event or alleged breach shall start on the day on which the Client became, or ought reasonably to have become, aware of the event or alleged breach having occurred and shall expire in 90 days from that date. The notice must be in writing and must identify the event or alleged breach and the grounds for the claim in reasonable detail.22.7 Dispute resolution. All claims shall be referred to and dealt with under the Dispute Resolution Procedure.23. Cancellation of DMS Order or Campaign Construct23.1 Either party may cancel a DMS Order by giving to the other written notice of immediate cancellation if the parties have not agreed a Campaign Construct within 20 Business Days following the date of an DMS Order. The Agreement is then terminated but (except where the failure to agree has been the result of LOCALiQ’s own default, delay or unreasonable conduct) LOCALiQ shall be entitled to invoice the Client for the labour, costs, expenses and other liabilities reasonably incurred by it in the preparation and negotiation of the Campaign Construct, which shall be payable by the Client in accordance with the provisions of clause 11.23.2 The Client may cancel a Campaign Construct or (where severable) any part of the Services in a Campaign Construct by giving written notice of immediate cancellation to LOCALiQ (specifying the Campaign Construct or Service to be cancelled) at any time and for any reason up until the start date of the first of any of the Services to be provided under the Campaign Construct or the start date of the relevant part of the Services.23.3 On cancellation of a Campaign Construct under clause 23.2, LOCALiQ shall immediately cease preparing the relevant Services and the following shall be payable by the Client to LOCALiQ (such payments being governed by the provisions of clause 11 above):a) all losses, including labour, costs, expenses and other liabilities, reasonably incurred in connection with the Campaign Construct (or relevant part) as provided in clause 23.1 above; andb) all losses, including labour, costs, expenses, Third Party Fees and Expenses and other liabilities reasonably incurred in respect of preparatory work for the Services, and any sums payable by LOCALiQ to a Subcontractor under a legally binding commitment entered into by LOCALiQ in relation to the cancelled Services, in each case to the extent that LOCALiQ is not reasonably able to cancel, recover or otherwise mitigate its obligation.23.4 The Client may cancel a Campaign Construct or (where severable) any part of the Services in a Campaign Construct by giving written notice of immediate cancellation to LOCALiQ (specifying the Campaign Construct or Service to be cancelled) at any time and for any reason after LOCALiQ has begun to supply the Services (subject to clause 23.5 below), provided that the Client shall promptly pay to LOCAiQ in accordance with the payment provisions of clause 11:a) an amount equivalent to 50% of the Fees that would otherwise have been payable until the conclusion of the Contract Term in the case of a Fixed Term Contract;b) ) an amount equivalent to 50% of the Fees that would otherwise have been payable until the conclusion of the Initial Round in the case of Services supplied on a Rolling Billing basis;c) any Third Party Fees and any sums payable by LOCALiQ to a Subcontractor under a legally binding commitment entered into by LOCALiQ in relation to the cancelled Services, in each case to the extent that LOCALiQ is not reasonably able to cancel, recover or otherwise mitigate its obligation.23.5 Services on a Rolling Billing basis cannot be cancelled under this clause 23 after the Initial Round, but may be otherwise terminated under clause 3 above.23.6 Cancellation of any Services or Campaign Construct under this clause 23 shall not affect the continuation in force of the Agreement for other Services under the same Campaign Construct or an Agreement for Services under any other Campaign Construct entered into under these Terms.23.7 The Client may request that LOCALiQ pauses the supply of the Services (other than SEO Services which cannot be paused) or any part of them where severable, after they have started in so far as it is reasonably practicable to do so, and LOCALiQ shall not unreasonably refuse or delay the request, but in such case (unless otherwise agreed between the parties by variation in writing) the Client shall remain fully liable for all Fees, Third-Party Fees and Expenses due for the Services and any other sums payable under the Agreement as if none of the Services had been paused and LOCALiQ shall continue to invoice the Client and the Client shall continue to pay such invoices in accordance with clause 11.23.8 If the Client pauses the supply of Services (other than SEO Services which cannot be paused) in accordance with clause 23.7 then the date on which the Services will resume must be agreed in writing between the parties and can be no earlier than 90 days from the date that the Services were paused otherwise LOCALiQ will consider this as cancellation of the Services.23.9 LOCALiQ may cancel any Services in whole or part under a Campaign Construct before the start date of the relevant Services if it is unable to fulfil the order. The Client will not be charged for the cancelled Services and LOCALiQ will refund any payments made, but shall have no further liability to the Client. The reasons for cancellation by LOCALiQ may include: unexpected limits on resources; a credit check which fails to meet LOCALiQ requirements; an error in the description of the Services; or LOCALiQ is unable to meet an agreed deadline set out in the Timetable.24. Termination24.1 Without affecting any accrued rights or remedies available to either party, the Agreement may be terminated after Services have started as follows:a) Services ordered in the DMS Order and/or Campaign Construct for a fixed period will terminate automatically at the end of the fixed period prescribed in the DMS Order and/or Campaign Construct unless the parties extend the period by Agreement, or the order is expressed to continue as a rolling Service. If no fixed period is prescribed, the Service will be a rolling Service.b) Rolling Services will continue until terminated by either party giving the other such written notice as expressly provided in in these Terms (whether in clause 3 above or elsewhere) or the DMS Order and/or Campaign Construct. c) Where a Service is a discrete project for the production of a Deliverable, such as a website, which is not required for the delivery of any other continuing Services, it may be terminated at any time by the Client giving written notice to LOCALiQ, but the Client shall remain liable to LOCALiQ in full for the Fees, Third Party Fees, and Expenses to the extent that LOCALiQ is not reasonably able to cancel or otherwise mitigate its loss, including any additional sums LOCALiQ is legally obliged to pay to Subcontractors arising from early termination. Services ordered solely for the support of the same Deliverable (such as website hosting services) may be terminated on the same basis. Otherwise the Agreement will end in respect of any Deliverable when the Deliverable is completed and delivered in accordance with these Terms.24.2 Without affecting any other right or remedy available to it, either party may terminate the whole of the Agreement with immediate effect by giving written notice to the other party if:a) the other party commits a Material Breach of the Agreement of which is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 20 Business Days after a notification in writing to do so, specifying the breach and confirming that it is considered a Material Breach;b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);f) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;g) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 10 Business Days;h) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 24.2(b) to clause 24.2(h) (inclusive); ori) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.24.3 Repeated breaches by a party of any terms of the Agreement (whether the same or different terms) which when taken together reasonably justify the opinion that such party’s conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement shall be a Material Breach of the Agreement, entitling the other party to terminate with immediate effect by giving written notice to such party.24.4 LOCALiQ may terminate the Agreement in whole or part with immediate effect by giving written notice to the Client if the Client has failed to pay any sum due on the due date which is not the subject of a bona fide dispute, and such failure continues for 20 Business Days from receipt by the Client of a notice of non-payment from LOCALiQ.25. Consequences of termination or cancellation25.1 On expiry, termination or cancellation of the Agreement for any reason in whole or parta) LOCALiQ shall immediately cease all further performance of the relevant Services;b) LOCALiQ shall immediately cease all further use of the relevant Trade Marks, the Client Materials and any other Intellectual Property Rights of the Client or its Affiliates and all licences for such use shall also immediately cease;c) the Client shall cease all use of the relevant Services, Deliverables and Marketing Data and all licences for such use shall also immediately cease;d) LOCALiQ shall be entitled to invoice the Client for all outstanding properly incurred Fees, Third-Party Fees and Expenses, which shall be payable by the Client in accordance with the provisions of clause 11;e) the Client shall pay to LOCALiQ any sums payable by LOCALiQ to any Subcontractor or other third party under any legally binding commitment relating to the provision of the Services that was entered into by LOCALiQ before the date of expiry or termination, to the extent that LOCALiQ is unable to cancel or otherwise mitigate that commitment (except to the extent that those sums are already covered by any Fees, Third-Party Fees or Expenses paid or payable by the Client under the Agreement);f) each party shall destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;g) each party shall erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable);h) if requested by the other party, each party shall certify in writing to the other party that it has complied with the requirements of clause 25.1(e) and clause 25.1(f), provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of clause 17 shall continue to apply to any such documents and materials retained by a recipient partyi) LOCALiQ shall deliver to the Client or at its option destroy any of the Client Materials in its possession or control at the date of termination or expiry and if requested shall certify in writing to the Client that it has done so.25.2 Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.25.3 On termination or expiry of the agreement, the following clauses shall continue in force: clause 1 to clause 1.11 (inclusive), clause 12, 17, 19, 22, 25, 28, and clauses 27 – 40 inclusive.26. Force majeureNeither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 90 days, the party not affected may terminate the Agreement by giving 90 days written notice to the affected party.27. Notices27.1 Any notice given to a party under or in connection with the Agreement shall be in writing and shall be:a) save as provided in b) and c) below, delivered by hand or by pre-paid first-class post and recorded delivery or other next working day delivery service to the address and representatives given in the Campaign Construct or as notified by the parties from time to time, or (if no address or representative contact name is given) to its registered office address (if a company) or its principal place of business (in any other case) marked for the attention of the ‘Company Secretary’ (if a company) or ‘Principal’ (in any other case); orb) (subject to (c) below) sent by email to the email address in the Campaign Construct (if any) or as may be notified by the parties from time to time for such purpose, with a copy sent by first class post to the address and representative given in the Campaign Construct;c) in respect of a notice of cancellation or termination, sent by email to the following email address: <a href="mailto:dms@newsquest.co.uk">dms@newsquest.co.uk</a>, with a copy sent by first class post to the address and representative given in the Campaign Construct.27.2 Any notice shall be deemed to have been received:a) if delivered by hand, on signature of a delivery receipt;b) if sent by pre-paid first-class recorded post or other next working day recorded delivery service, at the time recorded by the delivery service;c) if sent by email, at the time of transmission.27.3 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.27.4 Any notice which is not sent in accordance with the provisions of this clause 27 shall be ineffective. If the Campaign Construct contains no email address or none is separately notified for the purposes of this clause 27, notices must be sent only in accordance with clause 27.1(a).28. SeveranceIf any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any provision or part-provision of the Agreement is deemed deleted under this clause 28, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.29. WaiverNo failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.30. Entire agreement30.1 The Agreement constitutes the entire agreement 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.30.2 Each party agrees that it does not rely on and 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, including pre-contract representations by staff. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.31. VariationNo variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).32. No partnership32.1 Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.32.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.33. Assignment and other dealings33.1 The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement without the prior written consent of LOCALiQ.33.2 LOCALiQ may at any time assign, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement.34. PublicityLOCALiQ may publicise the fact that it supplies Services to the Client.35. Further assuranceEach party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the Agreement.36. Counterparts36.1 The DMS Order and Campaign Construct, may be signed by the parties in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.36.2 Transmission of an executed counterpart (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of the Agreement. Without prejudice to the validity of the agreement thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.36.3 No counterpart shall be effective until each party has executed and delivered at least one counterpart.37. Third-party rights37.1 A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement, except that the Client’s Affiliates or Subcontractors may enforce clause 12.5 of these Terms.37.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Agreement are not subject to the consent of any other person.38. Dispute resolution38.1 Any dispute which may arise between the parties concerning the Agreement shall be determined as provided in this clause 38.38.2 For the purpose of this clause 38, a dispute shall be deemed to have arisen when one party serves on the other a notice in writing stating the nature of the dispute.38.3 Unless the Agreement has already been terminated by the date of the notice of dispute, LOCALiQ, in every case, shall continue to perform the Agreement with all due diligence regardless of the nature of the dispute and the Client shall continue to make payments (excluding any disputed sums) in accordance with clause 11.38.4 After service of the notice of dispute, the following procedure shall be followed by the parties (all periods specified in this clause 38 shall be extendable by mutual agreement):a) Within 10 Business Days, the parties shall meet in person or remotely to attempt to settle the dispute.b) If the parties are unable to reach a settlement within 20 Business Days from the date of service of the notice, the chief executive officers or their designates from each of the parties shall meet in person or remotely within the following 10 Business Days to attempt to settle the dispute.c) If no settlement results from the meeting specified in clause 38.4(b), the parties may (but are under no obligation) agree to attempt to settle the dispute by mediation by an independent mediator, as provided in clause 38.5 below.38.5 If the dispute is of a financial or technical nature, it may be referred for final settlement under the expert determination process provided by the Centre for Effective Dispute Resolution (“CEDR”) by an expert nominated by CEDR. Such Expert shall be deemed to act as an expert and not as an arbitrator. The Expert’s decision shall, in the absence of manifest error, be final and binding on the parties. The parties are entitled to make submissions to the Expert and will provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. Each party shall bear its own costs in relation to the reference to the Expert. The Expert’s fees and any costs properly incurred in arriving at a determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equally or in such other proportions as the Expert shall direct.38.6 Failing agreement to mediate pursuant to clause 38.4(c) above, the matter may be brought before the courts of England and Wales as soon as possible. The parties agree to co-operate reasonably in the conduct of such legal proceedings and submit to the exclusive jurisdiction of such courts for such purposes.39. Governing lawThe Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.40. JurisdictionEach party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims. </div> <div class="content medium"> <h4>Schedules</h4> Schedule 1 - LOCALIQ SERVICE LEVEL AGREEMENTWelcome CallAs part of the campaign setup process, you will be contacted by the Customer Success Manager appointed to your campaign to arrange a convenient time for a Welcome Call by phone or web. The LOCALiQ Digital Marketing Consultant will also be invited to join the call, along with any other relevant team members from your business.The objective of this meeting is to review and discuss the details in the campaign brief. This will allow us to finalise our understanding of your business objectives and will allow us to:<ul><li>Formally introduce you to your Customer Success Manager</li><li>Gain a detailed insight into your business and marketplace</li><li>Understand your campaign objectives</li><li>Establish who your competitors and target customers are</li><li>Highlight what the next steps will be</li><li>Answer any of your questions</li></ul>Your Customer Success Manager will send an Email summary within 24 hours of the Welcome Call. Strategy CallSome of our campaigns contain strategy or consultation calls. All information, opinions and recommendations we may exchange with you in our Strategy Call are inspired by our knowledge and experience in the market, but they are for your general consideration only. They are not intended to amount to advice on which you should rely and we make no representation or offer any guarantee or warranty, expressly or by implication, as to their accuracy, completeness or outcome and all otherwise implied or statutory conditions and warranties are excluded to the fullest extent permitted by law. You must rely only on your own investigation and judgment, or seek independent advice, before taking, or refraining from, any action on the basis of anything discussed in the Strategy Call. Campaign SetupThe next stage is for us to complete the initial campaign setup, including:<ul><li>Entering the campaign(s) into the LOCALiQ platform</li><li>Extensive keyword research</li><li>Writing relevant and engaging ad copy</li><li>Compiling creative brief for our creative team</li><li>Technical setup for tracking</li></ul>A Campaign Construct will be sent to you along with any other creative assets for sign off. Post-LiveYou will be notified by your Customer Success Manager once your campaign has gone live. We undertake a 48-hour post live check to ensure that:<ul><li>The campaign is spending and pacing correctly</li><li>All forms and phone numbers are being tracked</li><li>The campaign has no errors or disapprovals</li><li>All links to your website are working correctly</li></ul>Client CentreYou will be contacted by your Customer Success Manager within 1-2 weeks of your campaign going live to arrange a convenient time for a web conference.The objective of this meeting is to introduce you to the reporting and other features available within the Client Centre including:<ul><li>Access to 24/7 live reporting data</li><li>View leads by source</li><li>Email marketing features</li><li>Contact list compiled from all leads received</li></ul>Reporting & ContactOur operational hours are 09:00 – 17:00 Monday to Friday. We endeavour to offer support when you need it during these hours either by email or phone. Should your Customer Success Manager be otherwise engaged they will respond within 24-hours and schedule a meeting with you if necessary.OptimisationLOCALiQ has leading marketing technology that optimises campaigns on an ongoing basis. Your Customer Success Manager checks a series of weekly reports that highlight campaign performance and use this data to identify any disapproval's or campaign performance issues. An in depth performance review is conducted every 3-weeks. Schedule 2 - Digital Marketing ServicesLOCALiQ servicesDisplay advertising: advertising Client’s business online and/or in print in Newsquest Media Group and third-party titles locally and nationwide. Digital PR Link Building: a service that creates newsworthy or topical “Press Release” style stories on behalf of a client, and aims to have these stories syndicated by third parties such as media owners, news properties, and other relevant & authoritative digital sources.Website services: Including Construction, hosting, support and maintenance of websites, and the building of individual pages (“landing pages”). Search Engine Optimisation: Services designed to enhance the placement of clients' websites in Organic search rankings (Google, Microsoft & others), consisting of technical optimisation, content writing, link-building and other related activities.Paid Search (PPC): Paid advertising on Google & Bing search engines and associated platforms/properties.Paid Social: Paid advertising on Facebook and Instagram and associated platforms/properties.Cross Media Optimisation: A single campaign of Paid advertising on Google, Bing, Facebook and Instagram and associated platforms/properties.Management Fee: A fee for management of certain digital servicesLinkedIn Advertising: Paid advertising on LinkedInOther third-party advertising: Paid advertising on other platforms such as TikTok, SnapChat, etc.Website Construction: Building and hosting a website for Client’s business.Phone and email tracking: Record and listen back to conversations with customers. Tracking phone numbers and email addresses are dynamically displayed on the Client’s website or webcard to track customers and the origins of business leads.Client Centre: All marketing services come with access to the Client Centre, a customer relationship management tool enabling the Client to monitor the progress of the services, identify potential new business, record customer details track customer interactions and follow them up.Schedule 3 - Data ProtectionProcessing of Personal Data by LOCALiQ1. Scope: Processing by LOCALiQ in so far as it is necessary for the provision of the Services.2. Nature: Collecting, analysing, sorting, saving, transferring, restricting and deleting data, in particular sharing with the Client..3. Purpose of processing: Provision of the Services, in particular to allow the Client to identify, respond to, communicate with and meet the needs of its customers.4. Duration of the processing: The duration of the Services (the Client being responsible for any retained personal data, for example any contained in the Marketing Data).5. Types of personal data: Names, addresses, email addresses, IP addresses, and any personal images or other personal data contained in Client Materials or Third Party Materials or other third party contributions uploaded to the Client’s Digital Properties.6. Categories of data subject: Client customers and visitors to Client’s Digital Properties.Processing responsibilitiesLOCALiQ shall, in relation to any Personal Data processed in connection with the performance of its obligations under the Agreement:(a) Process that Personal Data only on the written instructions of the Client which are set out in the Campaign Construct, unless LOCALiQ is required by Data Protection Legislation or other applicable laws to otherwise process that Personal Data;(b) Ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client on request, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);(c) Ensure that all Personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and(d) Not transfer any Personal Data outside of the United Kingdom or European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:i) The Client or LOCALiQ has provided appropriate safeguards in relation to the transfer;ii) The data subject has enforceable rights and effective legal remedies;iii) LOCALiQ complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; andiv) LOCALiQ complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data.e) Assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.(f) Notify the Client without undue delay on becoming aware of a Personal Data Breach;(g) At the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement unless required by Applicable Law to store the Personal Data.(h) Maintain records and information to demonstrate its compliance with clause 20 and this Schedule 3, and allow for audits by the Client or the Client’s designated auditor and immediately inform the Client if, in the opinion of LOCALiQ, an instruction infringes the Data Protection Legislation.Version date: 10 April 2024 </div> </ol> </div> <div class="grid wrapper"> <div class="content medium"> Version: toa_2024.05.14 </div> </div> </div> </section> <section class="footer" id="legal"> <div class="grid wrapper"> <div class="col-12 sm-col-12 md-col-6"> <div class="col-12 md-col-9"> <img src="/assets/images/logos/_400xAUTO_fit_center-center_none/Light-Logo.png" class="footer-logo" alt="Newsquest Media Group logo"/> We are a media company with a difference. 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