Found Paid Search Terms & Conditions

1. Definitions

In these conditions the following words have the following meanings unless the context requires otherwise.

“Found” means Artemis Eight LLP t/a Found;
“Charges” means the charges set out on the Insertion Order;
“Click Costs” means the adwords and click costs for the Traffic Providers.
“Click Report” means the report prepared by Found setting out its monthly Click Costs.
“Client” means the person whose order for Services is accepted by Found and whose details appear on the Insertion Order;
“Commencement Date” means the date set out on the Insertion Order;
“Confidential Information” means any and all information acquired by either party about the other party’s business and/or given by one party to the other party and/or generated by either party from the other party’s Confidential Information. Found’s Confidential Information includes any confidential information of Third Party Suppliers;
“Contract” means this contract between Found and the Client incorporating the Insertion Order and these conditions for the provision of the Services;
“Cookie Period” means the longer of the number of days stated on the Insertion Order (Cookie Period Duration), commencing on the last click on the Website generated by Found or the number of days stated as the Cookie Period Duration after the end of this Contract;
“Deposit” means, where applicable, the deposit set out on the Insertion Order;
“Downtime” means any and all time when the Website is not fully operational;
“EPC” means earnings per click;
“Field Of Use” means the management of the Client advertising and marketing spend on internet search engines. Field of Use does not include the Client requesting or utilising services on behalf of any third party;
“Insertion Order” means the Insertion Order of this Contract;
“Initial Period” Has the meaning set out in clause 4 hereunder;
“IPR” means any patent, copyright, database right, design right (registered and/or unregistered), trade mark (registered and/or unregistered), know how, Confidential Information or other industrial or intellectual property right subsisting anywhere in the world whether in existence at the date of this Contract or arising after the date of this Contract and all rights to apply for the same and all rights of action with regard to any infringement of the matters set out above which occurs prior to the date of this Contract and any application for any of the foregoing;
“Keyword” means the text of a Search Query;
“Liability” means actions, awards, costs, claims, damages, losses (including without limitation any direct or indirect consequential losses), demands, expenses, loss of profits, loss of reputation, judgments, penalties and proceedings and any other losses and/or liabilities;
“Monthly Budget” means where the management fee charging model is indicated on the Insertion Order as applying to this Contract, the Client’s monthly spend on the Services agreed between the parties pursuant to clause 8.6;
“Net Spend”“Net Basket Value” means the total spend by the Client on Sponsored Listing utilising the Service;total revenue including sales value
“Pixel” means the tracking code placed on the Client’s Website which will facilitate the tracking service (described in more detail in clause 5);
“Search Query” means the entry of text into a search box which initiates the Sponsored Listings;
“Services” means the campaign management and other ancillary services to be performed by Found or on its behalf for the Client, more particularly described in the Schedule;
“Sponsored Listings” means paid search results managed by the Search Providers which appear ranked in descending order of bid price in response to the entry by a user of Keywords;
“System” means the combination of the Third party Suppliers’ hardware and software;
“Third Party Suppliers” means those third party suppliers appointed by Found to provide all or any part of the Services;
“Traffic Providers” means the internet search providers and other providers known as Google, MSN, and Yahoo (as may be amended from time to time by notice to the Client);
“User Agreement” means any terms and conditions of any Third Party Supplier applying to the Client as set out on the Third Party Supplier’s Website, as notified by Found to the Client; and
“Website” means the Client website or websites listed on the Insertion Order.

2. Basis Of Contract

2.1 These conditions shall govern the agreement between Found and the Client to the exclusion of any other terms or conditions.

2.2 These conditions supersede all previous terms and conditions and shall replace any terms and conditions previously notified to the Client.

2.3 No variation to these conditions shall be binding on Found unless contained in Found’s quotation or agreed in writing between the Client and a director of Found.

2.4 Found’s employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Services unless confirmed by Found in writing.

2.5 No oral warranties or representations shall bind Found (unless given by a director of Found).

2.6 “Quotations” are not binding or capable of acceptance and are estimates only.

3. Duration

3.1 This Contract shall commence on the Commencement Date and shall continue in line with the Insertion Order unless terminated earlier in accordance with the Contract.

4. Services

4.1 Found will provide the Services to the Client in consideration of the Charges.

4.2 The Services will be provided either directly by Found or by the Third Party Suppliers.

4.3 Found may, without notifying the Client, vary the Services including changes to Keywords which activate the display of pay-per-click advertisements on any third party’s site.

4.4 Found shall not be responsible for adapting or modifying the Services to conform to any legislative requirements not current at the Commencement Date. Found reserves the right to upgrade the Services to provide the same function in an enhanced manner. Found shall where possible use reasonable efforts to give prior notice to the Client of such changes.

5. Tracking

5.1 All sales will be tracked by Found using the Pixel. Found’s tracking numbers will be used for all sales revenue reporting calculations to the Client.

5.2 The Pixel sets a permanent cookie to a visitor on delivery to the Website for the first time. If Found delivers the same visitor again at a later date to the Website then the date of this repeat visit is recorded by the Pixel.

5.3 The Pixel will only claim a Client’s sale if the sale occurs within 45 days of the last visit as recorded by the Pixel.

6. General Exclusions to Services

6.1 Computer software and hardware are complex and Found gives no warranty that operation of any products or any hardware provided by it and/or Third Party Suppliers will be uninterrupted or error free.

6.2 The Client agrees that whilst Found will use its best endeavours to maintain the provision of the Services, it may be unable to provide the Services by reason of any failure, defect or malfunction beyond its control including, but not exclusively, those circumstances set out below and Found shall have no Liability to the Client for any interruption of the Services or losses arising as a result:

6.2.1 failure of the Client to comply with any literature, instructions or recommendations supplied or given to it by Found and/or its Third Party Suppliers or to perform any of its obligations under this Contract;

6.2.2 operator error through the fault or negligence of the Client;

6.2.3 any failure, fluctuation, intermittent operation or inadequacy of electrical power, air conditioning or dust, humidity or other environmental controls or conditions;

6.2.4 neglect, misuse or abuse of or wilful or accidental damage to hardware or software by the Client or its employees, agents, contractors or subcontractors other than Found and/or its Third Party Suppliers or any maintainer authorised by Found and/or its Third Party Suppliers;

6.2.5 any modification, attempt at modification, adjustment or repair to hardware or any modification to software made by any person other than Found and/or its Third Party Suppliers or a person authorised by it; and/or

6.2.6 external attack, both intentional and unintentional, Denial of Service and/or virus infestation.

6.3 Nothing shall impose any obligation on Found and/or its Third Party Suppliers to provide Services in the event of any of the exclusions referred to above occurring nor to recover or reconstruct the Client’s information or data.

7. Service Maintenance

7.1 From time to time Found and/or its Third Party Suppliers may have to interrupt the Services or alter the specification of the Services for operational or maintenance reasons. Wherever possible, notice of such interruption shall be given to the Client before the event. Wherever possible, Found shall implement all maintenance, specifications, alterations or suspensions outside working hours. In any event, the Client shall have no claim against Found and/or its Third Party Suppliers arising from such interruption for whatever loss or for whatever reason.

8. Client’s Obligations

General Obligations

8.1 Each of Found and the Client recognises the collaborative nature of this Contract and each agrees to use all reasonable endeavours to co-operate with the other in connection with its performance.

8.2 The Client agrees to indemnify Found and its Third Party Suppliers and to keep them indemnified against all or any loss of damage to Found and/or its Third Party Suppliers may suffer as a result of any act, negligence or omission on the part of the Client, its servants or agents which corrupts, contaminates, impairs or otherwise causes loss or harm to any data, information and equipment or otherwise restricts or impinges upon or harms the ability of Found and/or its Third Party Suppliers to provide services to Found’s other clients and/or the Third Party Supplier’s clients. Such loss or damage includes but is not limited to up to £5,000, lost profits, revenue, costs, goodwill and/or other claims for direct, indirect or consequential economic or other losses of Found and/or its Third Party Suppliers and/or any other party.

8.3 The Client warrants that it shall have at all material times an effective policy of insurance to cover any liability or claim that may arise including but not limited to direct, indirect or consequential losses.

Obligations where CPA Model is used

8.4 The Client agrees that with effect from the Commencement Date:

8.4.1 the Pixel will be placed on the Website correctly at all times;

8.4.2 the tracking system enabled by the Pixel may be used on the Website;

8.4.3 the Pixel will not be removed from the Website (or any of them) until after the expiration of the Cookie Period;

8.4.4 it will ensure that (save where caused by Found), where the Pixel ceases to be operational, it will ensure that it is operational again within [2] hours of when it first became non-operational and compensation for Downtime will be payable by the Client in accordance with clause 8.5; and

8.4.5 it will notify Found immediately that the Website (or any of them) suffers any Downtime and ensure that the Website is fully operational again within [2] hours of such Downtime commencing.

8.5 The Client agrees that if the Website (or any of them) suffers any Downtime, it will compensate Found on the following basis:

(Average EPC for 30 days immediately before the Downtime)

X

(Clicks sent to the Website during the Pre-Notification Period)

8.5.1 The Average EPC for the period of Downtime will be calculated by reference to the 30 days immediately before the Downtime. If there is less than 30 days data at the time that the Downtime occurs, then the Client will compensate Found for its losses suffered as a result by paying Found a sum equivalent to the assumed earnings provided in the initial proposal for the Pre-Notification Period.

Obligations where Management Fee Model is used

8.6 The Client and Found will agree the next month’s Monthly Budget at least 5 Working Days in advance of that next month. If the parties cannot agree the next month’s Monthly Budget, it shall be deemed to be the same as the preceding month.

8.7 The Client warrants that:

8.7.1 it will comply with the User Agreement as if it were incorporated into this Contract. If there is any conflict between the terms of this Contract and the terms of the User Agreement, then the terms of this Contract shall prevail;

8.7.2 upon request it shall immediately provide Found or its Third Party Supplier with information about its use of the Services;

8.7.3 the use of the Services may be sold or re-sold or otherwise transferred to persons not in the employ of the Client or to other companies or organisations only with the prior written permission of Found and the Client will indemnify and keep indemnified Found and its Third Party Suppliers against any liabilities, and/or prosecutions, civil or criminal, which result from such use, authorised or otherwise.

8.7.4 ownership, proprietary rights and all Intellectual Property Rights in all software supplied to the Client or otherwise available to the Client (including the Pixel) remain the property of Found or its licensors. The Client agrees to comply with the terms of any agreement reasonably required by the owner of Intellectual Property Rights in all software supplied to or used by the Client for the protection of that software.

8.7.5 the Services may comprise software, services, technical information, training materials or other technical data which, because of their origin or otherwise are subject to United Kingdom or United States of America export control regulations or the laws and regulations of another country. In such case, provision of the Services shall be conditional upon the parties obtaining and/or providing all necessary consents. The Client undertakes to comply with any applicable export or re-export laws and regulations, including but not limited to obtaining written authority from the UK or USA Government as appropriate if the Client intends at any time to re-export any items of UK or USA origin to any proscribed destination.

8.7.6 to the best of its knowledge, information and belief, all information supplied to Found in relation to the supply of the Services will be accurate and in accordance with all laws, and does not violate any third party rights, including any third party Intellectual Property Rights.

8.8 The Client agrees that it will co-operate with Found and its Third Party Suppliers in the provision of the Services by:

8.8.1 actioning campaign uploads by midday;

8.8.2 providing 24 hours notice to Found of any sizable campaign uploads;

8.8.3 giving 48 hours notice to Found to import any new websites;

8.8.4 giving immediate notice to Found of the termination of the employment of any employee of the Client who may have access to the Services; and

8.8.5 giving reasonable notice to Found of any changes likely to impact on the delivery of the Services by Found.

8.9 The Client agrees to ensure the accuracy of the terms of any order for Services and for giving Found any necessary information in relation to the Services and within a sufficient time to enable Found to perform the Contract in accordance with its terms.

8.10 The Client agrees that it is entirely responsible for satisfying itself that all Services supplied by Found and/or its Third Party Suppliers (including any descriptions, data, advice, recommendations or other information provided by Found in relation to those Services) are entirely suitable for the Client’s purposes.

9. Performance

9.1 Dates for performance are estimates only and are not guaranteed. Time is not of the essence in relation to such dates. They are also subject to any matter beyond Found’s reasonable control.

9.2 The Client shall have no right to reject Services and shall have no right to rescind for late performance unless the due date for performance has passed and the Client has served on Found a written notice requiring the Contract to be performed and giving Found not less than 21 days in which to do so and the notice has not been complied with.

9.3 If the Client refuses to allow performance of the Services then Found shall be entitled to withhold performance of any other Services and to treat this Contract as repudiated by the Client and shall have the right to rescind this Contract.

10. Charges, Invoicing and Payment

Charges

10.1 The Charges for the Services shall be as set out on the Insertion Order.

10.2 Found may increase its Charges where the increase is to take account of increases in costs, expenses and/or materials suffered by Found.

10.3 The Client will be informed in writing by Found of any increases in Charges not less than 20 days before such increase takes effect.

10.4 The Client may cancel without Liability this Contract if notified pursuant to clause 10.3that the Charges are to be increased provided that the notice of cancellation is received by Found at least 7 days before the price increase becomes effective.

10.5 If the Client does not cancel this Contract within the specified time period then the Charges increase shall take effect upon the expiry of the notice period under clause 10.3.

10.6 The Charges are exclusive of any applicable VAT for which the Client shall additionally be liable.

10.7 If Found and/or its Third Party Suppliers is delayed or impeded or obliged to spend additional time and incur additional expenses in the performance of any of its obligations under this Contract by reason of any act or omission of the Client or any of their employees, agents, or subcontractors (including the provision by any such person of any incorrect or inadequate data, information or instructions) then, notwithstanding anything else contained in this Contract, the Client shall pay Found and/or directly to the Third Party Supplier a reasonable sum in respect of any additional time spent and expenses incurred by or on behalf of Found and/or the Third Party Supplier in carrying out such obligations and caused or rendered necessary by such act or omission and any target time specified for the performance by Found of any obligation shall be extended accordingly.

Invoicing

10.8 Found shall be entitled to render an invoice to the Client at any time and at any stage during performance of the Services.

Payment

10.9 The payment terms applicable to the Client shall be as set out on the Insertion Order.

10.10 Time for payment shall be of the essence.

10.11 If the Client fails to make any payment in full on the due date Found may charge the Client any reasonable additional administration costs and/or interest (both before and after judgment) on the amount unpaid at the rate of 4% above the base rate from time to time of Found’s bank. Such interest shall be compounded with monthly rests.

10.12 Any monies received by Found from the Client may be applied by Found at its option against any additional administrative costs and/or interest charged prior to application against any principal sums due from the Client against which it may be applied in any order.

10.13 The Client shall pay all sums due to Found under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.

10.14 Payment shall not be deemed to be made until Found has received either cash or cleared funds in respect of the full amount outstanding.

10.15 If payment in full is not made to Found when due then Found may withhold or suspend future or current performance of the Services and performance under any other agreement with the Client.

10.16 If any Services are cancelled or this Contract terminated or performance is suspended Found shall be entitled to be paid on a quantum merit basis for Services performed. Found may invoice the Client accordingly and such monies shall be immediately due for payment.

11. Credit Limit

11.1 Found may set a reasonable credit limit for the Client. Changes in the Client’s credit limit will be notified to the Client from time to time.

11.2 Found reserves the right to refuse to accept orders for Services and/or to suspend the performance of the Services would result in the Client exceeding its credit limit or the credit limit is already exceeded.

12. Data Ownership

12.1 The Client acknowledges that data collected and stored by Found and/or Third Party Suppliers on behalf of Found, remains the property of Found.

13. Intellectual Property Rights

13.1 All Intellectual Property Rights arising from the Services shall be owned by Found or its licensors absolutely.

13.2 The Client agrees that, at the Client’s cost, it will do all acts and/or things and execute all documents and/or deeds which are necessary or desirable to give effect to clause 13.1above and/or to assist Found or any of its licensors in the application, registration, renewal and/or protection of such Intellectual Property Rights.

13.3 Found grants to the Client a non-exclusive royalty-free perpetual licence to use within the Field of Use all intellectual property rights owned or licensed by Found which arise solely from the Services

13.4 Found shall be free to utilise for the benefit of its other clients any skill and/or know-how that it may develop or acquire in the performance of the Services.

14. Confidentiality

14.1 Neither party shall directly and/or indirectly use and/or disclose the other party’s Confidential Information except in the proper performance of this Contract.

14.2 The obligations of confidentiality and non-use set out above shall continue indefinitely except they shall not apply to information:

14.2.1 which the receiving party proves was already in its possession and at its free disposal prior to disclosure by the disclosing party;

14.2.2 which the receiving party proves was developed by it without reference to any of the disclosing party’s Confidential Information;

14.2.3 which is after the date of this Contract disclosed to the receiving party without any obligations of confidentiality by a third party who is not in breach of any duty of confidentiality in doing so;

14.2.4 which is or becomes generally available to the public through no default and/or omission on the receiving party’s part; or

14.2.5 to the extent it is required to be disclosed by law and/or the rules of any recognised stock exchange and/or regulatory authority on condition that that party gives the disclosing party as much advance notice of such disclosure as possible.

14.3 The exceptions in Clause 14.2above shall not apply to any combination of features merely because individual features (but not the combination itself) fall within any one or more of such exceptions.

14.4 At the other party’s request, made at any time during the course of this Contract, and in any event upon termination of this Contract for whatever reason, each party will deliver up to the other party or at the other party’s option destroy any and all materials containing the other party’s Confidential Information in whatever medium which is in its possession, power or control.

14.5 Each Party will be liable under this Contract for the acts and/or omissions of any agent, employee or sub-contractor and/or those of any other companies within its group as if they were its own acts and/or omissions under this Contract.

15. Termination

15.1 Where the parties are working to the CPA model and in Found’s opinion, the campaign is not providing it with sufficient return, then it shall be entitled to terminate this Contract upon 7 days written notice to the Client.

15.2 Found can terminate this Contract immediately on notice if any agreement between it and a Third Party Supplier is terminated, which is required to provide the Services.

15.3 If the Client:-

15.3.1 fails to make any payment to Found when due;

15.3.2 breaches the terms of this Contract and, if the breach is capable of remedy, has not remedied the breach within [14] days of receiving notice requiring the breach to be remedied;

15.3.3 persistently breaches any one or more terms of this Contract;

15.3.4 ceases or threatens to cease to carry on business; and/or

15.3.5 is declared or becomes insolvent or bankrupt, has a moratorium declared in respect of any of its indebtedness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of these things, takes or suffers any similar action in any jurisdiction or any step is taken (including, without limitation, the making of an application or the giving of any notice) by it or by any other person in respect of any of these circumstances;

15.3.6 appears to Found due to the Client’s credit rating to be financially inadequate to meet its obligations under the Contract; and/or

15.3.7 appears reasonably to Found to be about to suffer any of the above events;

then Found shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 15.4 below.

15.4 If any of the events set out in clause 15.3above occurs in relation to the Client then:-

15.4.1 Found may withhold the performance of any Services and cease any Services in progress;

15.4.2 Found may cancel, terminate and/or suspend without Liability to the Client any contract with the Client; and/or

15.4.3 all monies owed by the Client to Found shall forthwith become due and payable.

16. Consequences of Termination

16.1 Upon termination of this Contract for any reason:

16.1.1 Found will stop paying Traffic Providers at midnight on the day of the agreed date of termination.

16.1.2 where the CPA Model is being used, Found may invoice the Client for any sales arising after termination of this Contract which occur within the Cookie Period. If the Client fails to keep the Pixel fully operational on its Website until the expiration of the Cookie Period, it agrees that Found may calculate an assumed sales rate (acting reasonably) and invoice the Client accordingly;

16.1.3 the Client will remove the Pixel immediately that the Cookie Period has expired; and

16.1.4 where a Deposit was paid to Found, Found will repay the balance less any sums due to Found as at termination or as a result of termination of this Contract.

17. Warranty

17.1 Found warrants that the Services will be performed with reasonable skill and care, although the Client acknowledges that it is impossible to provide and maintain a service that would be entirely free of any fault and Found does not undertake to do so.

17.2 If any Services prove to be defective and are covered by the warranty in clause 17.1then Found shall at its sole option re-perform such Services or refund the Charges for such Services. Provided Found complies with this clause, the re-performance or refund shall be the Client’s sole remedy in respect of claims under the warranty under clause 17.1above.

17.3 Any work carried out by Found which is not covered by the warranty in clause 17.1above will be charged for by Found.

17.4 Found shall have no Liability to the Client under the warranty in clause 17.1above unless any defect is notified to Found within 14 working days of the defect becoming apparent or suspected or when it should reasonably have become apparent to or suspected by the Client.

17.5 The warranty in clause 17.1above will not apply if the Client has not paid in full for the relevant Services on the due date for payment.

17.6 Save as provided in this Contract, Found makes no representation and gives no other warranty, condition or undertaking either express or implied to the fullest extent permitted by law. In particular, although Found will provide the Services in good faith, no warranty is made regarding the results of usage of the Services or that the Services’ functionality will meet the Client’s requirements or that the Services will operate uninterrupted or error free. The nature of the Search Providers means that Found cannot make any guarantees or warranties as to the specific positioning of the Client on any results pages nor as to the levels of traffic to the Client’s Website resulting from the Services.

18. Limitations On Liability

18.1 Found shall have no Liability to the Client unless all Charges have been paid in full by the due date for payment.

18.2 Found shall have no Liability to the Client for defective Services, unless the event is notified to Found within the appropriate time limit set out in this Contract.

18.3 Found shall have no Liability for additional damage, loss, liability, claims, costs or expenses caused or contributed to by the Client’s continued use of defective Services after a defect has become apparent or suspected or should reasonably have become apparent to the Client.

18.4 The Client shall where reasonable give Found a reasonable opportunity to remedy any matter for which Found is liable before the Client incurs any costs and/or expenses in remedying the matter itself. If the Client does not do so Found shall have no Liability to the Client.

18.5 The Client shall where reasonable produce to Found written evidence of any claims for which it is alleged that Found is liable together with written details of how the loss was caused by Found and the steps the Client has taken to mitigate the loss before Found shall have any Liability for the claim by the Client.

18.6 Found shall have no Liability to the Client to the extent that the Client is covered by any policy of insurance and the Client shall ensure that the Client’s insurers waive any and all rights of subrogation they may have against Found.

18.7 Found shall have no Liability for any matters which are outside its reasonable control.

18.8 Found shall not be Liable for the acts or omissions of any Third Party Supplier.

18.9 Found shall have no Liability to the Client for any:-

18.9.1 expenses, loss of profits and/or damage to goodwill;

18.9.2 pure economic and/or other similar losses;

18.9.3 special damages;

18.9.4 aggravated, punitive and/or exemplary damages;

18.9.5 loss of communications;

18.9.6 consequential losses and/or indirect losses;

18.9.7 toll fraud;

18.9.8 loss of and loss of use of and/or corruption of data;

18.9.9 loss of and loss of use of software;

18.9.10 security breach by any third party in relation to any communications network; and/or

18.9.11 business interruption, loss of business, loss of contracts, loss of opportunity and/or production.

18.10 The Client shall be under a duty to mitigate any loss, damage, costs or expenses that it may suffer.

18.11 Found’s total Liability to the Client in any 12 month period shall not exceed the value of Charges paid by the Client in respect of the same 12 month period. To the extent that any Liability of Found to the Client would be met by any insurance of Found then the Liability of Found shall be extended to the extent that such Liability is met by such insurance.

18.12 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:

18.12.1 Liability in contract (including fundamental breach);

18.12.2 Liability in tort (including negligence);

18.12.3 Liability for breach of statutory duty; and

18.12.4 Liability for breach of Common Law and/or under any other legal basis;

except clause 18.11 above which shall apply once only in respect of all the said types of Liability.

18.13 Nothing in this Contract shall exclude or limit the Liability of Found for death or personal injury due to its negligence or any Liability which is due to Found’s fraud or any other liability which it is not permitted to exclude or limit as a matter of law.

18.14 All warranties, terms, conditions and duties implied by law including but not limited to relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.

19. Non-Solicitation

19.1 During this Contract, and for 12 months after termination of this Contract, the Client will not without the prior written consent of Found (whether on its own behalf, in conjunction with and/or on behalf of any individual and/or organisation in any capacity) directly and/or indirectly:

19.1.1 entice or attempt to entice away from employment with Found any person who is an employee of Found;

19.1.2 employ, engage and/or otherwise use the services of any individual who was an employee or representative of Found during the preceding 6 months; and/or

19.1.3 assist, advise or give any information to enable a third party to engage in any of the activities stated in this Clause 19.1.

19.2 If any part of this Clause 19is held to be void and/or unenforceable that part shall be struck out and the remainder of this Clause shall remain in full force and effect.

20. Dispute Resolution

20.1 If a dispute arises between the parties in relation to the operation or interpretation of this Contract, the parties will attempt, in good faith, to reach settlement as soon as possible:

20.1.1 initially between the Customer’s contact and the Found Account Manager named on the Insertion Order (who shall be authorised to settle such a dispute);

20.1.2 if agreement has not been reached within fourteen days of first being referred to the Customer Contact and the Found Account Manager, either party may give written notice to the other giving details of the dispute and request a meeting between a director of each party; and

20.1.3 if agreement has not been reached within fourteen days of the meeting held in accordance with Clause 20.1.2either party may give written notice to the other to request a meeting between the Chief Executive officer of each party to seek to settle the dispute.

20.2 The parties acknowledge and agree that the dispute resolution procedure set out in this Clause 20will be followed prior to commencing any legal proceedings except nothing in this Clause 20shall prevent either party from seeking interim injunctive relief from a court of law.

21. General

Indemnity

21.1 The Client agrees to indemnify and keep indemnified Found against any and all losses, proceedings, lost profits, damages, awards, expenses, claims, costs (including increased administration costs and legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by Found and arising from or due to any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by the Client.

Waiver

21.2 No waiver by Found of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.

Severability

21.3 If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.

Severance and Invalidity

21.4 If any part of this Contract is held to be void and/or unenforceable that part shall be struck out and the remainder of this Contract shall remain in full force and effect.

21.5 The parties agree that in the event of any such deletion they shall negotiate in good faith in order to agree the terms of an enforceable obligation or term which achieves or is closest to achieving the commercial aim of the deleted part. The failure of the parties to agree such a replacement provision shall not affect the validity of the remaining part of this Contract.

Survival of Terms

21.6 Termination of this Contract shall not affect any rights of the parties accrued up to the date of termination.

21.7 No term other than Clauses 14(Confidentiality), 16(Consequences of Termination), 18(Limitations on Liability), 19(Non Solicitation), 21(General) shall survive expiry or termination of this Contract.

Notices

21.8 Any notice under this Contract shall be in writing and shall be deemed to have been duly given if delivered to the party concerned at the address set out on the first page of this Contract or such other address as that party may from time to time notify in writing and shall be deemed to have been served if sent by registered post 48 hours after posting.

Publicity

21.9 Found may make any announcement concerning this Contract without the prior written consent of the Client and use the Client as an agency client as part of Found’s collateral.

21.10 The Client agrees that it may not use Found’s or its Third Party Suppliers’ names in publicity or press releases without Found’s and its Third Party Suppliers’ prior written consent.

Force Majeure

21.11 Found shall have no Liability to the Client for any delay in performance of this Contract to the extent that such delay is due to any events outside Found’s reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, subcontractor delays, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events. If Found is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.

Assignment

21.12 The Client shall not assign its interest in the Contract (or any part) without the written consent of Found. Found may assign its interest in the Contract (or any part) without the consent of the Client.

Third Party Rights

21.13 All third party rights are excluded and save for the Third Party Suppliers, no third party shall have any right to enforce this Contract. Any rights of a third party to enforce this Contract may be varied and/or extinguished by agreement between the parties to this Contract without the consent of any such third party.

Governing Law and Jurisdiction

21.14 This Contract is governed by and interpreted in accordance with English law and the parties agree to submit to the non-exclusive jurisdiction of the English courts.