ADVERTISING TERMS & CONDITIONS

These terms and conditions govern the supply of digital advertising services on Trustnet (as defined below).

1. INTERPRETATION

The following definitions and rules of interpretation apply in these terms.

1.1. Definitions:

“Advertisement”: a digital, other advertisement (including a sponsorship or other similar arrangement), code, written and/or graphical assets or any other assets provided, that forms part of the Order.

“Advertiser”: the entity that is responsible for the product, service or brand that is being promoted in the Order.

“Advertiser Assets”: any items provided to Trustnet by or on behalf of the Buyer or Advertiser for the Order, including complete advertisements or advertising tags, code, logos, graphics, fonts, text, video files or other digital files.

“Advertising Specifications”: Trustnet’s advertising specifications which are available here: https://www.trustnet.com/trustnetspecs/ads/ or are agreed in the Order.

“Alternative Measurement Report”: a report that measures the delivery of an Order, such as impression metrics from the Buyer or Advertiser’s own ad serving technology, or a third party impression tracking service.

“Analytics Data”: the meaning given in clause 7.3.

“Applicable Law”: all laws, regulations, codes, practices, standards and guidance, in force or applicable in any territory in which the Advertisements will be distributed or accessible.

“Asset Delivery Deadline”: the latest date by which the Buyer must give Trustnet full instructions and all Advertiser Assets required for delivery of the Order, being 2 Business Days before the Order Start Date unless Trustnet is responsible for the development and creation of the Advertisement, in which case it is 5 Business Days before the Order Start Date.

“Business Day”: a day, other than a Saturday, Sunday or public holiday in England and Wales.

“Buyer”: the person placing the Order with Trustnet. The Buyer may also be the Advertiser or acting on behalf of the Advertiser in their capacity as an agency or media buyer.

“Content”: all text, images, videos and code that appears on Trustnet, such as webpages including editorial content, or is used to create the webpages that appear on Trustnet but may not be visible to Trustnet visitors such as meta data or javascript, or features and functionality delivered from third parties or over a content distribution network, such as a cookie consent platform, tag management tools or cached versions of the content.

“Contract” means the Insertion Order and these terms.

“Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing” and “Supervisory Authority”: as defined in the Data Protection Legislation.

“Data Collecting Technology”: the meaning given in clause 7.3.

“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 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and the Data (Use and Access) Act 2025 and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).

“Fees”: the amounts payable by the Buyer for the Order, as specified in the Insertion Order or, in the absence of such specification, as calculated in accordance with Trustnet’s standard rate card at the relevant time.

“Group”: in respect of Trustnet, a company which is a subsidiary of Trustnet or which is a holding party, or another subsidiary of the holding party (as “subsidiary” is defined in the Companies Act 2006).

“Impressions”: the metric describing the number of times an Advertisement is served to a Trustnet visitor.

“Intellectual Property Rights”: all patents, rights to inventions, copyright and related rights, trade marks, service marks, know-how, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database right, topography rights, rights in confidential information and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, these rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Insertion Order”: a confirmation provided by Trustnet to the Buyer confirming the details of the Order.

“Order”: the specifically defined activity comprising the delivery of one or more Advertisements in accordance with an Insertion Order.

“Order End Date”: the end date of the Order as detailed in the Insertion Order or, if not so detailed, the date on which the last Advertisement for the Order is delivered on Trustnet.

“Order Start Date”: the start date of the Order as detailed in the Insertion Order or, if not so detailed, the date on which the first Advertisement for the Order is delivered on Trustnet.

“Post Campaign Analysis”, “PCA”: a report provided by Trustnet setting out the results of an Order, such as the number of Impressions served and other data as specified in the Insertion Order.

“Targeting”: a defined set of criteria to which Advertisements are delivered against such as a Trustnet visitor’s investor type or contextual variables related to the content around which the Advertisement appears such as a fund factsheet for a fund belonging to a given investment sector, or based on a Trustnet visitor’s internet browsing habits through the use of cookies, tags or other mechanisms.

“Term”: the meaning given in clause 2.1.

“Third Party”: the meaning given in clause 5.6.

“Third Party Sites”: the meaning given in clause 5.6.

“Third Party Website Retargeting”: Trustnet providing third party ad servers with selected Targeting information about Trustnet Visitors that enables the targeting of those Trustnet Visitors on selected websites not owned or controlled by Trustnet.

“Trustnet”, “we”, “our”, “us” and derivatives: is a website owned and operated by Trustnet Ltd. We are registered in England and Wales under company number 03821509 and have our registered office at C/O Tmf Group 13th Floor, One Angel Court, London, United Kingdom, EC2R 7HJ. Our VAT number is 787420502. Our e-mail address is: customersupport@fefundinfo.com.

“Trustnet Assets”: any material used in connection with the Order that belonged to Trustnet or other third parties prior to the date of the Order or that is otherwise developed by Trustnet independently of the Order, which includes content on Trustnet that may form part of the Order or not, such as website navigational elements, editorial content and newsletter email content.

“Trustnet Visitor”: an individual or distinct device that accesses Trustnet to view its content or interact with its features.

1.2. A “person” includes a natural person and an incorporated or unincorporated body (whether or not having separate legal personality).

1.3. A reference to legislation or a legislative provision: (a) is a reference to it as amended, extended or re-enacted from time to time; and (b) includes all subordinate legislation made from time to time under that legislation or legislative provision.

1.4. A reference to “writing” or “written” includes email.

1.5. Any words following “including”, “include”, “in particular”, “for example”, “such as” or any similar expression will be interpreted as illustrative and will not limit the sense of the words preceding them.

2. BASIS OF CONTRACT

2.1. The Contract commences on the earlier of the Order Start Date or the date on which Trustnet provides the Insertion Order to the Buyer for the Order (either of which constitutes acceptance by Trustnet of the Buyer’s offer to proceed with the Order), and continues until delivery of the final Advertisement of the Order (“Term”).

2.2. To the extent of any conflict or inconsistency between these terms and an Insertion Order, the Insertion Order takes priority.

2.3. These terms apply to the Order to the exclusion of any other terms that the Buyer (or Advertiser) seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. The Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any document of the Buyer (or Advertiser) that is inconsistent with these terms.

3. THE ORDER

3.1. Trustnet shall deliver the Order in accordance with the Insertion Order.

3.2. At the end of the Term, Trustnet shall, if requested, provide the Buyer with a Post Campaign Analysis. Trustnet’s Post Campaign Analysis will be the definitive measurement of the number of Impressions delivered for the Order and will be binding on the parties, unless the parties agree in writing to use an Alternative Measurement Report for that purpose.

3.3. If the agreed Post Campaign Analysis indicates that Trustnet has under-delivered the agreed number of Impressions, Trustnet may: (a) reasonably extend the term of the Order to enable delivery of the agreed number of Impressions; or (b) reduce the Fees (on a pro-rata basis) so that they reflect the agreed number of Impressions. If Trustnet does so, the Buyer will have no further claim against Trustnet in respect of under-delivery of the Impressions.

3.4. The Buyer accepts that, where the agreed Post Campaign Analysis is not provided by Trustnet, it may show statistics that differ from those in Trustnet’s Post Campaign Analysis. In that case, Trustnet: (a) may query the correctness of that agreed Alternative Measurement Report and the parties shall act in good faith to verify the correctness of that agreed Alternative Measurement Report; and (b) will not be obliged to reconcile under-delivered Impressions unless the discrepancy is over 10%.

3.5. The Buyer agrees to Trustnet providing Advertisements, Content or other Advertiser Assets to third party ad servers or websites in order to fulfil Orders where Third Party Website Retargeting has been specified on the Insertion Order.

4. ASSET DELIVERY

4.1. The Buyer shall deliver the Advertiser Assets to Trustnet by the Asset Delivery Deadline.

4.2. The Buyer shall ensure that the Advertiser Assets comply with the Advertising Specifications, are in the format and style specified in the Insertion Order and are as otherwise specified by Trustnet.

4.3. If the Buyer fails to deliver the Advertiser Assets by the Asset Delivery Deadline or in compliance with the Advertising Specifications:

4.3.1. such failure may result in a delay or failure to deliver the Order, for which Trustnet will not be liable;

4.3.2. the Buyer will remain liable to pay the Fees;

4.3.3. without limiting the foregoing, Trustnet may use any other Advertiser Assets previously supplied by the Buyer; and

4.4. If the Advertiser Assets are delivered to Trustnet after the Asset Delivery Deadline but by midday on the Business Day before the Order Start Date, Trustnet may, at its sole discretion, reduce pro rata the number of agreed Impressions to be delivered for each day that the Advertiser Assets are later than the Asset Delivery Deadline and the Buyer will remain obligated to pay the Fees.

4.5. Notwithstanding any other provision of the Contract, if Trustnet requires the Buyer to amend any Advertiser Assets, the Buyer shall promptly provide such amended Advertiser Assets to Trustnet and, in any case, before the Asset Delivery Deadline.

4.6. Trustnet will not be liable for loss of or damage to any Advertiser Assets.

4.7. Trustnet may delete or destroy Advertiser Assets in its possession after three months from the date of their last use by Trustnet.

5. CREATIVE SERVICES

5.1. This clause 5 applies to creative services provided by Trustnet in connection with the Order.

5.2. If specified in the Insertion Order, Trustnet shall develop the Advertiser Assets for the Advertisements (including, if appropriate, incorporating Trustnet Assets or Content) and:

5.2.1. the parties shall cooperate in good faith to determine the concept for such Advertisements or Content prior to the Order Start Date;

5.2.2. Trustnet shall develop such Advertisements or Content in accordance with its house style, unless otherwise agreed in the Insertion Order;

5.2.3. Trustnet shall consult with the Buyer at all material stages of the development process; and

5.2.4. Trustnet shall provide the draft Advertisements or Content to the Buyer prior to the Order Start Date or as otherwise agreed.

5.3. For draft Advertisements or Content provided under clause 5.2.4, the Buyer shall check its correctness and factual accuracy and that it complies with the Advertiser’s requirements and Applicable Law. The Buyer shall communicate its approval or non-approval (such approval not to be unreasonably withheld), with any requested changes to be notified in writing within 48 hours of receiving such draft Advertisements or Content. Failure to communicate within the relevant timeframe will constitute approval by the Buyer.

5.4. Trustnet may charge the Buyer additional production charges for changes to draft Advertisements or Content that Trustnet, in its discretion, considers excessive in number or for any requested changes that are materially different to a previously agreed concept or the details set out in the Insertion Order. Notwithstanding the foregoing, Trustnet shall use reasonable efforts (subject to clause 5.2.2 and restrictions imposed by Applicable Law) to comply promptly with the Buyer’s requested changes. Once approved, Trustnet shall make no changes to the Advertisements or Content without seeking further approval from the Buyer.

5.5. The Buyer acknowledges that Trustnet may use artificial intelligence (AI) tools to support the creative services provided by it. If AI tools are used in the development of any Advertisements or Content, Trustnet will notify the Buyer of such in writing prior to the Order Start Date.

5.6 The Buyer acknowledges that Trustnet may, in the course of providing the services under the Contract, engage third party service providers, media agencies, or advertising networks (“Third Parties”) to facilitate the placement, display, or distribution of the Advertisements on websites, platforms, or other digital media channels owned or operated by Third Parties (“Third Party Sites”).

5.7 The Buyer acknowledges that the placement and performance of Advertisements are subject to the terms, policies, and limitations of those Third Parties. Trustnet shall exercise reasonable skill in the selection and management such Third Parties but shall not be liable for any acts, omissions, errors or failures of such Third Parties or the Third Party Sites. To the fullest extent permitted by Applicable Law, Trustnet shall not be liable for any loss, damage, costs or expense suffered or incurred by the Buyer arising out of or in connection with any such act or omission.

5.8 Any performance data, analytics, or reports relating to Advertisements placed on Third Party Sites may be provided by the relevant Third Party. Trustnet does not warrant the accuracy or completeness of such information and shall not be liable for any reliance placed on it upon the Buyer.

6. WARRANTIES AND REPRESENTATIONS

6.1. Each party warrants and represents that it: (a) is entitled to enter into the Contract and to grant the rights and perform the obligations as set out in it; and (b) will perform its obligations under the Contract in accordance with Applicable Law, including those laws relating to anti-bribery, anti-corruption and anti-money laundering, and reasonably accepted industry practice.

6.2. The Buyer warrants and represents that:

6.2.1. it enters into the Contract as principal (notwithstanding that it may act as agent for the Advertiser) and, if applicable, is authorised by the Advertiser to do so;

6.2.2. each Advertisement complies with Applicable Law (and the Buyer acknowledges that such compliance is a condition of acceptance of each Advertisement);

6.2.3 each Advertisement complies in all respects with all rules, regulations, advertising standards, and codes of practices issued by a competent authority in the territory in which a particular Campaign is accessible (including, for the UK, the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing);

6.2.4. no Advertisement shall constitute or contain any content that constitutes libel or slander, is offensive, indecent, or promotes discrimination on the basis of sex, race, religion, disability, age, or any other characteristic;

6.2.5. no Advertisement shall contain any objectionable material, which shall include any material connected with the following: commission of crime; illegal guns and weapons; pornographic, immoral or obscene material; violence towards any person or animal; physical or mental abuse including self-abuse; the abuse of alcohol, tobacco, drugs and other substances, and any defamatory or malicious material in connect with individuals or businesses;

6.2.6. it has obtained and will obtain all clearances, including all music rights (and has paid or will pay all associated costs, royalties and expenses) necessary for the exploitation of the Advertiser Assets by Trustnet in connection with the Order;

6.2.7. Trustnet’s use of the Advertiser Assets in connection with the Order will not violate or infringe any person’s Intellectual Property Rights, rights of personality, rights of privacy or other proprietary rights;

6.2.8. all information contained in the Advertiser Assets or otherwise provided to Trustnet in connection with the Order is accurate, complete and true at all relevant times; and

6.2.9. the Advertiser Assets do not contain any: (a) spyware, virus or other form of malicious code; or (b) defect that could damage or otherwise impair any website, server, network, database, software or hardware.

6.3. Trustnet warrants and represents that the use by the Buyer of the Trustnet Assets or Content in connection with the Order will not infringe the rights of any person.

7. DATA PROTECTION

7.1. For the purposes of the Data Protection Legislation, the parties acknowledge and agree that they are separate and independent controllers of any Personal Data that is shared between them or otherwise processed by or on their behalf under the Contract (“Contract Personal Data”). Each party shall independently determine the manner and purpose of the processing of the Contract Personal Data and comply with all relevant legislation and regulations governing the processing and transfer of Personal Data.

7.2. Each party shall notify the other promptly (and provide reasonable and timely assistance, information and co-operation where requested) if it: (a) receives or becomes aware of any claim, complaint, query and/or request to exercise rights by a Data Subject under the Data Protection Legislation in relation to the Contract Personal Data in whole or in part; (b) receives or becomes aware of any investigation or enforcement activity by a Supervisory Authority or any other relevant regulator in relation to the Contract Personal Data in whole or in part; or (c) becomes aware of a suspected or actual Personal Data Breach affecting the Contract Personal Data in whole or in part.

7.3. If the Buyer (or Advertiser) wishes to drop cookies on users’ computers or use pixels, web beacons or other data collecting technology (“Data Collecting Technology”) for the purpose of displaying or providing advertising and tracking Impressions, analytics, measurement or verification of the Order (together, “Analytics Data”), the Buyer shall notify Trustnet in advance and provide comprehensive information relating to such Data Collecting Technology in advance of implementing it, including (in the case of cookies) their name, type, purpose, whether they will be used for targeted advertising, what data they will collect, whether they are linked to other data the Buyer already holds about the user, their expiry date, how to disable them and such other information as Trustnet may reasonably request for compliance with all Data Protection Legislation.

7.4. The Buyer shall (and, if relevant, shall procure that the Advertiser shall) comply with all Applicable Law with respect to Data Collecting Technology and delete all Analytics Data within 30 days of the end of the Term.

7.5. If the Buyer (or the Advertiser) shares any Contract Personal Data with Trustnet, the Buyer shall ensure there is a lawful basis to do so and Trustnet is permitted to lawfully use such Contract Personal Data for the purpose for which it is shared and otherwise in accordance with the Contract. The Buyer warrants and represents that any such Contract Personal Data has been collected lawfully and can be shared with and used lawfully by Trustnet to deliver the Order.

7.6. The Buyer shall (or, if applicable, procure that the Advertiser shall) enter into additional agreements or implement additional measures where required under the Data Protection Legislation, or where reasonably requested by Trustnet, in respect of the Contract Personal Data. For example, the Buyer shall (or, if applicable, procure that the Advertiser shall): (a) enter into a data processing agreement with Trustnet (on such terms as Trustnet may reasonably require) where it is determined that the relevant relationship is that of Controller and Processor; (b) enter into a data sharing agreement with Trustnet (on such terms as Trustnet may reasonably require) where it is determined that the relevant relationship is that of joint Controllers, or where the nature of the data sharing requires a detailed arrangement to be agreed; and (c) implement any additional safeguards required in respect of international data transfers.

8. INDEMNITY

8.1. In this clause, a reference to Trustnet includes other members of Trustnet's Group, and the provisions of this clause will be for the benefit of Trustnet and each such member and will be enforceable by Trustnet and each such member.

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

8.2.1. the Buyer’s breach or non-performance of any obligation, warranty or promise given under the Contract;

8.2.2. the enforcement of the Contract;

8.2.3. any claim made against Trustnet for actual or alleged infringement of a person's Intellectual Property Rights, rights of privacy or other proprietary rights arising out of or in connection with Trustnet’s use of the Advertiser Assets; and

8.2.4. if the Buyer acts as agent for the Advertiser, any claim by the Advertiser against Trustnet, including any claim concerning the Buyer not being properly authorised to do so.

8.3. The indemnity provided under this clause 8 will not extend to Trustnet for any claims arising directly from Trustnet's negligence or wilful misconduct.

8.4. If a payment due from the Buyer under this clause 8 is subject to tax (whether by way of direct assessment or withholding at its source), the Buyer shall remit to Trustnet such amounts as will ensure that the net receipt, after tax, to Trustnet in respect of the payment is the same as it would have been if the payment was not subject to tax.

8.5. Nothing in this clause 8 restricts or limits Trustnet's obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under the indemnity provided in this clause 8.

9. FEES AND PAYMENT

9.1. Trustnet shall invoice the Buyer as specified in the Insertion Order or as otherwise agreed with the Buyer. In the absence of such specification, Trustnet shall invoice the Buyer following the Order End Date.

9.2. If the Fees for an Advertisement are calculated based upon an agreed cost per mille (CPM), Trustnet may pro-rate the amount invoiced accordingly.

9.3. The Buyer shall pay each invoice issued by Trustnet in full (without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law)) and in cleared funds via BACS (whether direct credit or direct debit) to a bank account nominated by Trustnet within 30 days of the date of the invoice.

9.4. Time for payment is of the essence of the Contract.

9.5. All Fees are exclusive of value added tax and any similar taxes, which will be applied in accordance with the prevailing legislation in force at the tax point date.

9.6. Without prejudice to Trustnet’s other rights and remedies, if the Buyer fails to make a payment due under the Contract by the applicable due date: (a) Trustnet may refuse to publish or communicate to the public (as applicable) any Advertisement without liability to the Buyer; and (b) then such amount will be considered overdue and remain payable by the Buyer, together with interest for late payment from the date payable at the statutory rate applicable as well after as before any judgment, and independent of such judgment. This interest will accrue on a daily basis and be payable on demand.

9.7. As part of its normal business procedures, Trustnet may make searches of or enquiries about the Buyer using the services of credit reference agencies. The Buyer acknowledges that such searches and other enquiries may be made and that agencies may keep copies of the results of such searches and other enquiries, which may be shared with other persons.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. Intellectual Property Rights in the Trustnet Assets will at all times remain the property of Trustnet or its licensors (as applicable) and nothing in the Contract will be construed as an assignment of such Intellectual Property Rights. All goodwill and other rights arising out of the use of such Intellectual Property Rights will accrue to the benefit of Trustnet or its licensors (as applicable).

10.2. Intellectual Property Rights in the Advertiser Assets will at all times remain the property of the Buyer, Advertiser or their licensors (as applicable) and nothing in the Contract will be construed as an assignment of such Intellectual Property Rights. All goodwill and other rights arising out of the use of such Intellectual Property Rights will accrue to the benefit of the Buyer, Advertiser or their licensors (as applicable).

10.3. The Buyer (on behalf of itself or the Advertiser, as applicable) grants to Trustnet a worldwide, non-exclusive, royalty-free, irrevocable licence of the Intellectual Property Rights in the Advertiser Assets: (a) during the Term, to use and reproduce, broadcast, publish and communicate to the public and incorporate with the Trustnet Assets, Advertisements and Content for any purpose in connection with Trustnet’s fulfilment of its obligations under the Contract; and (b) in perpetuity, to store and reproduce the Advertiser Assets for internal purposes and to promote its advertising services to other potential advertisers, including through the creation of case studies and “sizzle reels”.

10.4. To the extent an Advertisement contains Trustnet Assets, Trustnet grants to the Buyer (solely for the benefit of the Advertiser) a non-exclusive, royalty-free, irrevocable, perpetual licence of the Intellectual Property Rights in the Trustnet Assets to reproduce the Trustnet Assets, as contained in the Advertisement, for its internal and non-commercial purposes, subject to any third-party restrictions notified to the Buyer.

11. CANCELLATION OR MATERIAL CHANGE

11.1. If the Buyer wishes to cancel or materially change one or more elements of the Order, the Buyer must provide Trustnet with written notice no later than 30 Business Days prior to the Order Start Date. If such a notice is received prior to this deadline, the Buyer will only be liable to pay the Fees for services Trustnet has rendered prior to receipt of the notice and be entitled to a refund for any other portion of the Fees paid by the Buyer for the Order or part of it (as applicable).

11.2. Any request by the Buyer to cancel or materially change one or more elements of the Order that is received after the deadline specified in clause 11.1 will not (even if followed by Trustnet) affect the Buyer's liability to pay the Fees.

11.3. Trustnet may withdraw or adjust any discount given to the Buyer for the Order if the Order is not completed because it is (wholly or partly) cancelled pursuant to clause 11.1.

11.4. Without limiting Trustnet’s other rights under the Contract, Trustnet may, without liability to the Buyer and without prejudice to its right to be paid in full for the Order, suspend, cancel or refuse to accept one or more Advertiser Assets, Advertisements or other elements of the Campaign by notice to the Buyer if: (a) Trustnet considers it is appropriate to do so to: (i) comply with any legal obligation or ethical or moral responsibility; (ii) avoid the breach or potential breach of Applicable Law, the Advertising Specifications or any of Trustnet’s internal policies or brand guidelines or infringement of the rights of any person; (iii) avoid or remedy the risk of bringing Trustnet or harming its reputation; or (iv) avoid any promotion of or association with a competitor of Trustnet; or (b) Trustnet, acting reasonably, otherwise considers it is appropriate to do so.

12. COMPLAINTS AND ERRORS

12.1. Trustnet is not responsible for:

12.1.1. checking the correctness of any Advertisement or that an Advertisement fulfils the Buyer’s requirements or expectations;

12.1.2. any error (or the repetition of any error) in an Advertisement that has been approved by the Buyer or that remains in the form it is received by Trustnet from the Buyer;

12.1.3. the positioning of the Advertisement, subject to any positioning requirements specified in the Insertion Order;

12.1.4. its acts and omissions caused by anything beyond Trustnet’s reasonable control (including any force majeure event, as detailed in clause 14); or

12.1.5. any failure to comply with its obligations under the Contract due to the act or omission of any third party, subcontractor or service provider or to the extent that such failure is a direct result of any act or omission of the Buyer.

12.2. Trustnet will not be liable in respect of any complaint, claim or query (whether in relation to an Advertisement, the Order as a whole, an invoice or otherwise) unless the Buyer raises it with Trustnet in writing within:

12.2.1. for an invoice, ten days from the date on which the Buyer receives it;

12.2.2. for Advertisements, 20 Business Days from the date on which it was or should have been communicated to the public;

12.3. The raising of a complaint, claim or query will not relieve the Buyer of its obligation to pay the Fees.

12.4. Subject to clause 12.1.2, if an Advertisement contains an error and such error is caused by Trustnet, Trustnet’s liability will be limited at its discretion to:

12.4.1. reducing the Fees by an amount pro-rated to reflect the affected part of the Order; or

12.4.2. if the Buyer has already paid the Fees associated with the affected part of the Order: (a) delivering a corrected Advertisement and (if applicable) extending the term of the Order to the extent necessary to enable delivery of the agreed number of Impressions; or (b) crediting the Buyer an amount equal to such Fees,

provided that, if the Buyer fails to notify Trustnet of the error within the applicable timeframe specified in clause 12.2, Trustnet will have no liability for the error.

13. LIMITATION OF LIABILITY

13.1. References to liability in this clause 13 include every kind of liability arising under or in connection with the Contract, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.2. Nothing in the Contract limits any liability that cannot legally be limited, including liability for death or personal injury caused by negligence and fraud or fraudulent misrepresentation.

13.3. Subject to clause 13.2, Trustnet’s total liability to the Buyer in respect of an Order will not exceed an amount equal to the total Fees payable in respect of it.

13.4. The cap on Trustnet's liabilities will be reduced by: (a) payment of an uncapped liability; and (b) amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

13.5. Trustnet will not be liable to the Buyer: (a) if the success of the Order is less than anticipated; or (b) for any failure to comply with its obligations under the Contract, to the extent such failure is a direct result of any act or omission of the Buyer.

13.6. Subject to clauses 13.2 and 13.3, the following types of loss are wholly excluded: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and indirect or consequential loss.

14. FORCE MAJEURE

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (including, in Trustnet’s case, for any failure to deliver the Order on account of: (a) corruption, interruption, virus or malfunction of a website or other digital platform, advertising exchange or ad-server; (b) the act or omission of any third party, subcontractor or service provider; or (c) any editorial position adopted by Trustnet in response to a significant event, including the death of a member of the Royal family or a declaration of war or national emergency). The time for performance of such obligations will be extended accordingly. If the period of delay or non-performance continues for four weeks, the party not affected may terminate the Contract by giving five Business Days' written notice to the affected party.

15. SUSPENSION AND TERMINATION

15.1. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

15.1.1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of being notified in writing to do so;

15.1.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

15.1.3. the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

15.1.4. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

15.2. Without limiting its other rights or remedies, Trustnet may suspend the Order and its performance of any of its obligations under the Contract if the Buyer becomes subject to any of the events listed in clause 15.1.2 to 15.1.4, or Trustnet reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under the Contract on the due date for payment.

15.3. Without limiting its other rights or remedies, Trustnet may terminate the Contract with immediate effect by giving written notice to the Buyer:

15.3.1. if the Buyer or Advertiser undergoes a change of control within the meaning of section 1124 of the Corporation Tax Act 2010, where the controlling person after such change of control is a competitor to Trustnet, to be determined at Trustnet’s discretion; or

15.3.2. if Trustnet considers or suspects that the Buyer no longer has (or is likely to imminently lose) its authority to act on behalf of the Advertiser. The Buyer shall notify Trustnet as soon as reasonably possible after becoming aware that it is likely to lose such authority. If, at the date of termination under this clause 15.3.2, the Order has not been delivered in full, the Buyer shall use reasonable efforts to promptly procure that the Advertiser (or any new agency the Advertiser engages) signs a new agreement with Trustnet for delivery of the remainder of the Order on the terms of the Contract.

15.4. Trustnet may terminate an Order without penalty, at any time and for any reason by serving 36 hours’ prior written notice to the Advertiser.

15.4. If either party cancels the whole of the Order in accordance with clause 11, the Contract will, without limitation to the parties’ other rights and remedies, terminate with immediate effect without the need to give further notice.

15.5. On termination of the Contract, the Buyer shall immediately pay to Trustnet all of the Buyer's outstanding unpaid invoices and interest and, in respect of parts of the Order supplied but for which no invoice has been issued, Trustnet shall issue an invoice, which shall be payable by the Buyer promptly on receipt.

15.6. Trustnet may withdraw or adjust any discount given to the Buyer for the Order if it is not completed because Trustnet terminates the Contract for default by the Buyer.

15.7. Termination of the Contract will not affect either party’s rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.

15.8. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect but not limited to clause 7 (Data Protection), clause 8 (Indemnity), clause 13 (Limitation of Liability), and clause 16 (Confidentiality).

16. CONFIDENTIALITY

16.1. Each party shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 16.2.

16.2. Each party may disclose the other party's confidential information: (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising that party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 16; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Trustnet may disclose confidential information to members of its Group to the extent reasonable in connection with them exercising rights under clause 8.

16.3. Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

17. GENERAL

17.1. The Buyer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

17.2 Trustnet may at any time assign, novate, transfer, subcontract, delegate or deal in any other manner with any and all of its rights, duties or obligations under the Contract.

17.3. The Contract constitutes the entire agreement between the parties in relation to its subject matter.

17.4. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

17.5. Trustnet may update these terms from time to time.

17.6 Any notice or other communication given to a party under or in connect with the Contract shall be in writing and shall be delivered to the address or email address set out in the Order. This clause 17.6 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.

17.7. A waiver of any right or remedy is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy.

17.8. A delay or failure to exercise, or the single or partial exercise of, any right or remedy will not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

17.9. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of the Contract.

17.10. If any provision or part-provision of the Contract is deemed deleted under clause 17.9, 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.

17.11. Subject to clause 8, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

17.12. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with the law of England and Wales.

17.13. The courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.