Master Service Agreement

PARTIES:

(1) ASCEND ECOMMERCE INTELLIGENCE LIMITED incorporated and registered in England and Wales with company number 13588490 whose registered office is at Stafford Enterprise Park, Beaconside Business Village, Weston Road, Stafford, England, ST18 0BF (“ASCEND”);

(2) [client] incorporated and registered in England and Wales with company number 11294735 whose registered office is at [client address] (“Customer”).

BACKGROUND:

1. ASCEND is in the business of providing the Available Services.
2. The Customer wishes to obtain and ASCEND wishes to provide the Available Services on the terms set out in this MSA.

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TERMS

IT HAS BEEN AGREED THAT:

1. INTERPRETATION

1.1. The following definitions and rules of interpretation shall apply in this MSA:

• ASCEND Deliverables: means any deliverables, documents, materials, information or data which is supplied by ASCEND to the Customer or its User in the provision of the Available Services (excluding Customer Data).
• Advertising Content: the Customer’s promotional, marketing and advertising material to be uploaded and displayed on the Advertising Inventory pursuant to this MSA and relevant Sales Order Form and Campaign SoW (where relevant).
• Advertising Inventory: the supply inventory on which the Advertising Content will be or is placed.
• Affiliates: means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
• Applicable Law: all applicable laws, statues, statutory instruments, regulations and codes (including all relevant advertising and marketing codes) from time to time in force.
• Available Services: means the advertising campaign services offered by ASCEND from time to time.
• Change Order: has the meaning ascribed to it in clause 9.
• Customer Data: means all Data made available by the Customer or its Users to ASCEND for use in connection with the Works, or generated by the Customer via use of the Works (including the analytics available on the Platform regarding the Works).
• Customer Marks: the trade marks (whether registered or not) used, owned or licensed by the Customer, and the trading business name of the Customer, from time to time.
• Data: means text, images, documents, material, photos, audio, video, and all other forms of data or communication. Data includes the Advertising Content.
• Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to Personal Data 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).
• Force Majeure Event: means any circumstance not within a party's reasonable control including, without limitation, acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on clause 16, or companies in the same group as that party); and interruption or failure of utility or internet services.
• Intellectual Property Rights: any copyright, design right, database right, patent, trademark, or other intellectual or proprietary right (whether registered or unregistered), or any rights and forms of protection of a similar nature or having equivalent effect anywhere in the world.
• One-Off Sales Order Form: means a Sales Order Form, which is used for one-off or standalone Works by ASCEND to the Customer for a specific Campaign.
• Sales Order Charges: means the charges payable by the Customer for Works, as set out in the relevant Sales Order Form.
• Sales Order Form: means each ASCEND sales order form signed by duly authorised representatives of both parties, which references this MSA, identifies the specific Works ordered by the Customer, the relevant Sales Order Charges for such Works and any other applicable terms and conditions.
• Subscription Sales Order Form: means a Sales Order Form, which caters for an ongoing relationship between ASCEND and the Customer and which shall include a subscription pricing model for the Customer.
• UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) (the “GDPR”); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3 Unless stated otherwise, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other gender.

1.4 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.6 Clause, schedule and paragraph headings shall not affect the interpretation of this MSA. References to clauses and schedules are to the clauses and schedules of this MSA; references to paragraphs are to paragraphs of the relevant schedule to this MSA.

1.7 A reference to writing or written includes email.