Terms & Conditions

1. Interpretation

1.1. The following definitions and rules of interpretation shall apply in these Terms & Conditions:

Advertising Content: the Customer's promotional, marketing and advertising material to be uploaded and displayed on the Advertising Inventory pursuant to the Sales Order Form.

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 lift from time to time including access to the Platform.

Campaign: means each individual advertising campaign to be either (i) undertaken by the Customer via the Platform on a self service basis; or (ii) to be run and managed by lift on the Customer's Behalf using the Platform and specified in the Sales Order Form.

Contract: the legally binding contract between lift and the Customer, comprising the Sales Order Form and these Terms and Conditions.

Contract Term: the term of the Contract as determined in accordance with clause 3.1.

Creative and Content Guidelines: means lift's acceptable use and creative policies and the minimum content standards required by lift in respect of Advertising Content, as set out here Creative & Content Guidelines and as varied from time to time.

Customer Data: means all Data made available by the Customer or its Users to lift for use in connection with the Services or generated by the Customer via use of the Services including the Advertising Content and the analytics available on the Platform regarding the Services).

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 any text, images, documents, material, photos, audio, video, and all other forms of data or communication.

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).

Deliverables: means any deliverables, documents, materials, information or data which is supplied by lift to the Customer or its User in the provision of the Services (excluding Customer Data).

Effective Date: the date specified in the relevant Sales Order Form.

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.

Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies whether mandatory or not), international and national standards, and sanctions, which are applicable to either the Customer or User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI506/2018), all as amended or updated from time to time.

Initial Term: the initial term of the Contract, commencing from the Effective Date, for such period as is set out in the Sales Order Form.

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.

lift: means lift Limited (company registration number 12327780).

Platform: means the demand side programmatic marketing platform made available by lift including any relevant subdomains.

Sales Order Form: means the sales order form signed by duly authorised representatives of both parties, identifying the specific Services ordered by the Customer and the relevant Service Fees for such Services and which incorporates these Terms & Conditions.

Service Fee: the applicable monthly service fee set out in the Sales Order Form.

Services: the Available Services to be provided by lift to the Customer, as set out in the Sales Order Form.

Terms & Conditions: these Terms & Conditions.

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.

Users: means individuals who are authorised by the Customer to use the Platform. Users consist of any employee of the Customer or its Affiliates and any independent contractor of the Customer or its Affiliates.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

1.2 Rules of Interpretation

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 these Terms & Conditions. References to clauses and schedules are to the clauses and schedules of these Terms & Conditions; references to paragraphs are to paragraphs of the relevant schedule to these Terms & Conditions.

1.7. A reference to writing or written includes emails to info@liftdsp.com

2. Basis of Contract

2.1. Any order for Services received from the Customer constitutes an offer by the Customer to purchase Services in accordance with these Terms & Conditions.

2.2. An order for Services shall only be deemed to be accepted when both lift and the Customer signs the Sales Order Form.

2.3. Any samples, drawings, descriptive matter or advertising issued by lift and any descriptions or illustrations contained in lift's website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4. These Terms & Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5. To the extent lift gives a quotation in connection with the Available Services, such quotation shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.

3. Term

3.1. The Contract shall commence on the Effective Date and shall continue, unless terminated earlier as provided in these Terms & Conditions, until either party gives to the other party 30 days' written notice to terminate, expiring on or after the expiry of the Initial Term.

4. Managed Campaigns

4.1. Where lift has agreed to run and manage a Campaign on behalf of the Customer using the Platform, the Sales Order Form shall set out the specific details and objectives of each Campaign.

4.2. The Customer shall ensure that the terms of any Sales Order Form are satisfactory for its purpose before agreeing to their terms and shall ensure that any details, information or specifications provided to lift are complete and accurate.

4.3. lift shall retain the right to refuse to publish the Advertising Content or to remove the Advertising Content from any Advertising Inventory if it, in its sole discretion, considers that such Advertising Content, or any material to which the Advertising Content links, either breaches (or might reasonably be considered as likely to breach):

4.3.1. these Terms & Conditions; and/or

4.3.2. the Creative and Content Guidelines.

5. Access to the Platform

5.1. Where lift has agreed that the Customer can access the Platform to run and manage its own Campaign, lift grants to the Customer during the Contract Term, a non-exclusive, non-transferable (except as set out in clause 17) right and licence, without the right to grant sub licences, to access and use the Platform and permit its Users to access and use the Platform solely in the course of the Customer's ordinary business purposes. This licence is restricted to use by the Customer and its Users and does not include the right to give access to the Platform to a third party including any subsidiary or holding company of the Customer.

5.2. The Customer is solely responsible for procuring, maintaining and securing the network connections that connect the Customer to the Platform, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

5.3. The Customer agrees:

5.3.1. that only the Users are permitted to use the Platform;

5.3.2. that it will ensure that its Users comply with these Terms & Conditions and it is liable for its Users' actions and/or failure to comply with the same;

5.3.3. not to access, store, distribute or transmit any material during the course of its use of the Platform that:

5.3.3.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

5.3.3.2. facilitates illegal activity;

5.3.3.3. depicts sexually explicit images;

5.3.3.4. promote unlawful violence;

5.3.3.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

5.3.3.6. is otherwise illegal or causes damage or injury to any person or property;

5.3.4. to take all reasonable steps to protect the Platform and Deliverables from unauthorised use and/or access.

6. Intellectual Property

6.1. The Customer retains ownership of all right, title and interest in and to all Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

6.2. lift retains ownership of all right, title and interest in and to the Platform, the Available Services and the Deliverables.

6.3. The Customer hereby grants lift a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable license (with the right to sub-license) to use, record, publish, distribute, prepare derivative works of, display and perform the Advertising Content, Customer Data and Customer Marks for the sole purpose of using the same to provide the Services including without limitation the exhibition, broadcast, promotion and redistribution of all or part of the Advertising Content (and derivative works thereof) for the purposes of fulfilling lift's obligations under the Contract. Any goodwill derived from use of the Advertising Content, the Customer Data and/or the Customer Marks shall accrue to the Customer.

6.4. Subject to these Terms & Conditions, and in consideration of the payment of the relevant Service Fees, lift grants to the Customer and its Users, solely during the Contract Term, a non-exclusive, non-transferable licence to access and use any Deliverables solely for the purpose of enabling the Customer and its Users to receive the Services.

7. Warranties

7.1. The Customer represents, warrants and undertakes to lift that all Advertising Content, Customer Data and/or instructions given and/or made available to lift in connection with the Services including in relation to any Campaign lift is running and managing on the Customer's behalf and/or which the Customer uploads or makes available through the Platform shall:

7.1.1. comply with the Creative and Content Guidelines;

7.1.2. be accurate, complete and not include any false representations; and

7.1.3. comply with all Applicable Laws

8. Price and Payment

8.1. In consideration of the provision of Services by lift, the Customer shall pay the Service Fees. Time for payment shall be of the essence.

8.2. The Service Fees exclude the cost to lift of any materials or services procured by lift from third parties for the provision of the Services as such items and their cost are approved by the Customer in advance from time to time. These costs shall be payable by the Customer monthly in arrears, following submission of an appropriate invoice.

8.3. Unless otherwise agreed in the Sales Order Form, lift shall invoice the Customer for the Service Fees monthly in advance.

8.4. Unless otherwise agreed in the Sales Order Form, the Customer shall pay each invoice submitted to it by lift in the currency invoiced (USD, GBP or EUR) immediately upon receipt of invoice to a bank account nominated in writing by lift from time to time. No payment shall be deemed to have been received until lift has received cleared funds.

9. Indemnity

9.1. The Customer shall indemnify lift against all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses) incurred by lift as a result of the Customer's breach of Contract.

10. Limitation of Liability

10.1. Any liability of lift for non-supply of the Advertising Inventory shall be limited to replacing or supplying alternative Advertising Inventory within a reasonable time.

10.2. Subject to clause 10.1, the following provisions set out the entire financial liability of lift to the Customer in respect of:

10.2.1. the rights and obligations set out in the Contract;

10.2.2. the provision of the Available Services Including access to and/or use of the Platform; and

10.2.3. any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

11. Termination

11.1. Without Prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other party immediately on giving notice to the other party if:

11.1.1. the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach. For the avoidance of doubt, non or late payment by the Customer shall always amount to a material breach; or

11.1.2. an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or

11.1.3. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

12. Data Protection

12.1. Both Parties must comply with the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

12.2. If lift processes any Personal Data on the Customer's behalf when providing the Services, the parties record their intention that the Customer shall be the Data Controller and lift shall be the Data Processor (where Personal Data, Data Controller and Data Processor shall have the meanings as defined in the Data Protection Legislation).

13. Compliance with Laws and Policies

13.1. In Performing its obligations under the Contract, lift shall comply with all Applicable Laws.

13.2. lift may make changes to the Services required as a result of changes to the Applicable Laws provided such changes do not materially alter the Services to be provided.

14. Confidentiality

14.1. Subject To clause 15, each party undertakes that it shall not at any time during, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.2.

15. Publicity

15.1. The Customer permits lift the right to publicise the existence and nature of the business relationship between lift and the Customer, including but not limited to the use of the Customer's name and logo, in any marketing, promotional, or advertising materials.

16. Force Majeure

16.1. Provided it has complied with clause 15.2, if a party is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event ("Affected Party"), the Affected Party shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations.

17. Assignment

17.1. The Customer 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, without the prior written consent of lift.

17.2. lift may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

18. Notices

18.1. All notices between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by email:

18.1.1. (in case of notices to lift) to its registered office or such other postal or email address as notified to the Customer by lift, marked for the attention of the Chief Operating Officer; or

18.1.2. (in the case of the notices to the Customer) to the registered office of the Customer or to any postal or email address of the Customer set out in a Sales Order Form or such other address notified to lift by the Customer.

19. Entire Agreement

19.1. The Contract constitutes the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

20. General

20.1. Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20.2. Rights and remedies. Each right or remedy of a party under these Terms & Conditions is without prejudice to any other right or remedy of that party whether under these Terms & Conditions or not.

20.3. Severance. If any provision or part-provision of the Contract 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 Contract.

20.4. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of 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.

20.5. Third party rights. The parties to these Terms & Conditions do not intend that any term of these Terms & Conditions to be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it.

20.6. Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

20.7. Jurisdiction. Subject to clause 19.6, each party irrevocably agrees that the courts of England and Wales shall 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.

Data Processing Schedule

Scope - Processing of the Personal Data in the provision of the Services to the Customer.

Nature and purpose of processing – lift shall be processing the Personal Data, received from the Customer for the purpose of providing advertising services as further set out in the Contract to the Customer.

The types of Personal Data to be processed in accordance with the Contract will include, but shall not be limited to, any information relating to an identifiable person who can be directly or indirectly identified, in particular, by reference to an identifier including name, identification number, location data or online identifier and may include:

(i) pseudonymised data and data received from any website owned and operated by the Customer or its third-party partners ("the Websites") in connection with which the Platform or the Services are used or are intended to be used;

(ii) from users of the Websites as a result of code being inserted onto the Websites,

(iii) from data feeds from the Customer to lift;

(iv) from any content lift has access to as a result of the Customer's use of the Platform and the Services (such as, but not limited to, tracking code, pixels, creative rich media);

(v) Personal Data within the Customer Data; and

(vi) Personal Data from Users.

The categories of Data Subject: Customers, Employees & Users

The duration of the processing will be for the duration of the Contract.