Marketing Retainer Terms

XANDA MARKETING RETAINER TERMS

Version date: 1^st January 2026

1. Parties and Background

1.1 These Terms apply between:

1.1.1 Xanda Ltd, a company incorporated in England and Wales with company number 3862871 whose registered office and principal place of business is at 1st Floor Global House, 299–303 Ballards Lane, London N12 8NP (“Xanda”); and

1.1.2 the client identified in the applicable Statement of Work (“the Client”).

 

1.2 The Client appoints Xanda to provide the Services on the terms of these Terms and the applicable Statement of Work.

1.3 The parties acknowledge and agree that:

1.3.1 Xanda provides digital marketing, media, content, strategy, consultancy, optimisation, reporting and related services;

1.3.2 the Services are supplied on an agile, commercially responsive retainer basis and may include digital marketing, strategy, content, paid media, SEO, reporting, optimisation, analytics support and related services as agreed in the applicable Statement of Work;

1.3.3 unless expressly stated otherwise in these Terms or a Statement of Work, Xanda is engaged to provide time, expertise, planning, implementation, management, optimisation and advisory support rather than to achieve any guaranteed commercial outcome, ranking, traffic level, lead volume, conversion rate, revenue result or return on ad spend;

1.3.4 the scope, priorities and allocation of effort under the retainer may reasonably change over time in accordance with these Terms;

1.3.5 any Ad Spend, media cost, software subscription, stock asset, freelancer cost, platform fee or other third-party cost is separate from Xanda’s fees unless expressly stated otherwise in these Terms or a Statement of Work;

1.3.6 this Agreement is intended to operate as a business-to-business framework under which the detailed commercial and operational retainer arrangements may be set out in a Statement of Work and updated in accordance with these Terms.

1.4 The Services shall commence on the Commencement Date and shall continue for the Term unless terminated in accordance with these Terms.

2. Definitions and Interpretation

2.1 In these Terms, unless the context otherwise requires:

“Ad Spend” means any amounts payable to advertising platforms, media owners, publishers, networks or other third parties in connection with paid media, sponsored distribution, promoted content or similar campaign activity carried out for or on behalf of the Client;

“Additional Services” means any services, work, deliverables or requests which are not included within the Services as then agreed, or which materially exceed the assumptions on which the Charges or Retainer Fee were based;

“Affiliate” means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time;

“Agreement” means these Xanda Marketing Retainer Terms, including any Statement of Work and any documents expressly incorporated into them;

“Background IPR” means all Intellectual Property Rights, materials, methodologies, know-how, tools, software, automations, templates, systems, processes, prompts, models, code, formats, documentation and other items owned, controlled, created or developed by or for Xanda independently of this Agreement or created in the course of performing the Services but not expressly identified as Deliverables made available to the Client under clause 8;

“Business Day” means a day other than a Saturday, Sunday or public holiday in England on which banks in London are open for general business, excluding the period from 24 December to 1 January inclusive;

“Charges” means all sums payable by the Client under this Agreement, including the Retainer Fee, charges for Additional Services, Ad Spend where paid through Xanda, third-party costs, approved expenses, interest and any other amount payable under this Agreement;

“Client Materials” means all documents, information, data, content, copy, branding, logos, credentials, access permissions, technical materials, approvals, feedback and other materials supplied or made available by or on behalf of the Client to Xanda in connection with this Agreement;

“Commencement Date” means the date identified as the commencement date in the applicable Statement of Work, or such other date as the parties may agree in writing as the date on which the Services are to begin;

“Confidential Information” means any information of a confidential nature disclosed by or on behalf of one party to the other, whether in writing, orally or by any other means, including commercial, financial, technical, operational and strategic information, trade secrets, know-how, client data, customer data, pricing and business plans, but excluding information which: (a) is or becomes public other than through breach of this Agreement; (b) was lawfully known to the receiving party before disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party’s confidential information;

“Controller“, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing” and “Appropriate Safeguards” have the meanings given in applicable Data Protection Laws;

“Data Protection Laws” means all laws applicable from time to time relating to privacy, data protection and processing of Personal Data, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003;

“Deliverables” means any specific final work product expressly identified in a Statement of Work or otherwise expressly agreed in writing to be produced by Xanda for the Client as part of the Services, excluding drafts, working materials, Background IPR and third-party materials unless expressly stated otherwise;

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights in software, rights in confidential information and know-how, and all other intellectual property rights, whether registered or unregistered, including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

“Minimum Term” means the initial minimum commitment period identified in the applicable Statement of Work, commencing on the Commencement Date;

“Retainer Fee” means the monthly fee payable by the Client for the Services, as identified in the applicable Statement of Work, plus VAT and any other taxes properly chargeable;

“Statement of Work” or “SOW” means a written document agreed by the parties which sets out the Services, commercial terms, scope, assumptions, Deliverables, fees, timings and any specific terms applicable to the relevant retainer or project, as updated in accordance with this Agreement;

“Services” means the digital marketing, consultancy, management, implementation, reporting, optimisation and related services to be provided by Xanda under this Agreement, as further described in a Statement of Work and as varied from time to time in accordance with this Agreement;

“Term” means the period from the Commencement Date until expiry or termination of this Agreement in accordance with its terms;

“UK GDPR” means the retained EU law version of Regulation (EU) 2016/679 as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018; and

“VAT” means value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or equivalent tax.

2.2 In this Agreement, unless the context otherwise requires:

2.2.1 references to clauses are to the clauses of this Agreement, and references to this Agreement include any Statement of Work agreed under it;

2.2.2 a reference to a person includes an individual, corporate or unincorporated body, partnership, firm, government, state or agency of a state;

2.2.3 words in the singular include the plural and in the plural include the singular;

2.2.4 a reference to one gender includes a reference to the other genders;

2.2.5 the words “including”, “include”, “in particular”, “for example” or similar expressions shall not limit the generality of any preceding words and shall be construed as if followed by the words “without limitation”;

2.2.6 references to legislation or a statutory provision include that legislation or provision as amended, extended, re-enacted or replaced from time to time and include any subordinate legislation made under it;

2.2.7 any obligation on the Client not to do something includes an obligation not to permit that thing to be done; and

2.2.8 headings are for convenience only and shall not affect interpretation.

2.3 The parties may enter into one or more Statements of Work under this Agreement. Each Statement of Work shall identify the Client, the Commencement Date, the Minimum Term, the Retainer Fee, the Services, any Deliverables and any other commercial or operational details applicable to the relevant engagement. In the event of any conflict between the main body of this Agreement and a Statement of Work, the main body of this Agreement shall prevail unless the Statement of Work expressly states that it overrides a specified clause of this Agreement.

2.4 Where a Statement of Work states that it incorporates these Terms, the Statement of Work and these Terms shall together form the agreement between the parties for the relevant Services.

2.5 This Agreement shall be interpreted fairly in light of its commercial purpose, but no rule of construction shall apply against a party merely because that party drafted or proposed any part of it.

3. Services and Retainer Operation

3.1 In consideration of the Client paying the Charges in accordance with this Agreement, Xanda shall provide the Services with reasonable skill and care and in accordance with this Agreement.

3.2 The Services to be provided under the retainer, including any assumptions, exclusions, Deliverables, reporting arrangements, meeting cadence, onboarding items, campaign budgets and approval arrangements, shall be described in a Statement of Work or otherwise agreed in writing between the parties.

3.3 Unless expressly stated otherwise in a Statement of Work or agreed by Xanda in writing:

3.3.1 the Retainer Fee secures Xanda’s reserved time, availability, resource planning, expertise and ongoing provision of the Services during the relevant month;

3.3.2 Xanda may determine, acting reasonably and in good faith, how the Services are to be prioritised, sequenced, staffed and performed in order to meet the Client’s objectives efficiently;

3.3.3 any estimate of hours, effort allocation, campaign volume, publication frequency, task list, timeline or anticipated output is a non-binding planning assumption only and may change in light of performance, priorities, dependencies, market conditions or Client instructions;

3.3.4 no unused time, resource, Deliverable allowance or service capacity shall accrue, roll over, be banked or be credited against future periods unless Xanda expressly agrees otherwise in writing; and

3.3.5 Xanda’s obligation to perform any item of work is subject to the Client satisfying the relevant dependencies under clause 4.

3.4 Xanda may make reasonable changes to the day-to-day scope, method and allocation of effort within the retainer where this is, in Xanda’s reasonable opinion, desirable to respond to performance data, legal or platform changes, operational considerations, the Client’s changing priorities or Xanda’s professional judgement, provided that any material change to the overall commercial scope or Charges shall be dealt with under clause 7.

3.5 The Client acknowledges and agrees that:

3.5.1 digital marketing outcomes are influenced by factors outside Xanda’s control and, unless expressly stated otherwise in this Agreement, Xanda does not guarantee any particular ranking, impression level, traffic level, lead volume, sales volume, return on ad spend, conversion rate, revenue level or other commercial result;

3.5.2 Xanda may use third-party platforms, tools, software, suppliers, subcontractors and service providers in performing the Services, provided that Xanda remains responsible for overall performance of the Services in accordance with this Agreement; and

3.5.3 Deliverables may require review, revision and approval by the Client and may be affected by brief changes, feedback delays, technical constraints and third-party platform rules.

3.6 Xanda may rely on any instructions, approvals, information, credentials or permissions given by any person whom Xanda reasonably believes to be authorised by the Client.

3.7 Xanda is not providing legal, regulatory, financial, investment or tax advice under this Agreement. The Client remains responsible for obtaining its own specialist advice where required.

3.8 Xanda may suspend or refuse to carry out any instruction in the circumstances set out in clause 14 or clause 20.

4. Client Responsibilities and Dependencies

4.1 The Client shall, at its own cost and in a timely manner:

4.1.1 provide Xanda with all Client Materials, information, instructions, approvals, access credentials, technical access, account permissions and other assistance reasonably required for the performance of the Services;

4.1.2 ensure that all Client Materials and instructions supplied to Xanda are complete, accurate, lawful, not misleading and up to date;

4.1.3 obtain and maintain all rights, licences, consents and permissions required for Xanda to use the Client Materials and perform the Services;

4.1.4 make available appropriate personnel with sufficient seniority and knowledge to give instructions, make decisions and provide approvals on behalf of the Client;

4.1.5 comply with all applicable laws, regulations, codes and third-party platform terms relevant to the Client’s business and the Services;

4.1.6 promptly review and respond to drafts, recommendations, requests for information and requests for approval from Xanda;

4.1.7 promptly implement, or procure the implementation of, any changes to the Client’s website, systems, analytics configuration, consent tools, tracking, landing pages, CRM, hosting, advertising accounts or other assets where such implementation falls outside Xanda’s agreed scope; and

4.1.8 promptly pay all Charges in accordance with this Agreement.

4.2 The Client acknowledges that Xanda’s ability to perform the Services depends materially on timely decisions, approvals, access, information and cooperation from the Client and, where relevant, from the Client’s other suppliers and personnel.

4.3 If the Client fails to comply with clause 4.1 or otherwise causes delay, obstruction, inaccuracy, omission, rework, wasted time, failed deployment, platform issue or additional cost, then:

4.3.1 Xanda shall not be liable for any resulting delay, underperformance, non-performance, defect or failure to meet any estimated timetable;

4.3.2 Xanda may revise the timetable, Deliverables, priorities, scope and resource allocation accordingly;

4.3.3 Xanda may charge the Client on a time spent basis for additional work reasonably required as a result; and

4.3.4 Xanda may suspend the affected Services in accordance with clause 14.

4.4 The Client is solely responsible for:

4.4.1 backing up and safeguarding its own systems, content, accounts, data and website environments;

4.4.2 maintaining valid payment methods, billing details and administrative control for any third-party accounts used in connection with the Services, unless expressly agreed otherwise in writing; and

4.4.3 reviewing and approving Deliverables and live campaign settings in accordance with clause 20.

4.5 If the Client does not provide comments, information or approval within a reasonable time requested by Xanda, Xanda may treat the relevant item as delayed by the Client and may act in accordance with clause 20.8.

4.6 The Client warrants that the possession, use and publication by Xanda of the Client Materials in accordance with this Agreement shall not infringe the rights of any third party, shall not be defamatory, unlawful or misleading, and shall comply with all applicable laws, regulations and platform requirements.

4.7 Xanda may make recommendations in relation to the Services, but unless expressly agreed in writing Xanda shall not be responsible for implementing recommendations that fall outside the agreed scope.

4.8 The Client shall remain responsible for relationships with its own customers, leads, suppliers and staff, for fulfilment of its products and services, and for handling complaints, refunds, chargebacks, regulated communications and customer service matters.

4.9 The Client shall indemnify and keep indemnified Xanda against all losses, damages, liabilities, costs and expenses (including reasonable legal and professional costs) suffered or incurred by Xanda arising out of or in connection with any claim that the Client Materials, the Client’s products or services, or any instruction given by or on behalf of the Client infringes the rights of any third party or breaches any applicable law, regulation or code, except to the extent that such claim arises directly from Xanda’s unauthorised material alteration of the relevant Client Materials.

5. Fees, Invoicing and Payment

5.1 In consideration of the provision of the Services, the Client shall pay the Charges to Xanda in accordance with this Agreement.

5.2 Unless otherwise expressly stated in a Statement of Work or agreed by Xanda in writing:

5.2.1 the Retainer Fee shall be invoiced monthly in advance at the beginning of each calendar month, or at the beginning of the relevant monthly service period where the Commencement Date does not fall on the first day of a calendar month;

5.2.2 each invoice is payable within 30 days of the invoice date;

5.2.3 the Charges are exclusive of VAT and any other taxes, duties or levies properly chargeable, all of which shall be payable by the Client in addition;

5.2.4 Ad Spend and third-party costs are dealt with under clause 6;

5.2.5 travel, accommodation, subsistence and other out-of-pocket expenses reasonably incurred by Xanda in connection with the Services shall be payable by the Client in addition in accordance with clause 6.5.

5.3 Ad Spend and third-party costs shall be paid in accordance with clause 6.

5.4 Unless expressly agreed otherwise in writing:

5.4.1 the Retainer Fee is non-cancellable and non-refundable for each monthly service period once invoiced;

5.4.2 the Retainer Fee is payable in full regardless of the volume of work actually requested by the Client during the relevant period;

5.4.3 the Client shall make all payments in full without set-off, withholding, deduction, counterclaim, abatement or reduction unless required by law; and

5.4.4 Xanda may allocate payments received from the Client to such invoices or amounts outstanding as Xanda reasonably determines.

5.5 If the Client requests Additional Services or out-of-scope work, Xanda may charge for such work in accordance with clause 7 and may invoice such charges in advance, on milestones, on completion, or monthly in arrears, as Xanda may specify.

5.6 If any invoice is disputed, the Client shall notify Xanda in writing within 7 days of the invoice date, giving full details of the dispute. The Client shall pay the undisputed portion on time and the parties shall use reasonable endeavours to resolve the disputed amount promptly. In the absence of such notice within that period, the invoice shall be deemed accepted for payment purposes without prejudice to any manifest error.

5.7 If the Client fails to pay any amount due under this Agreement by the due date, then without prejudice to any other right or remedy available to Xanda:

5.7.1 Xanda may charge interest on the overdue amount at the rate of 4% per annum above the base rate of Bank of England from time to time, accruing on a daily basis from the due date until actual payment, whether before or after judgment, or, if higher and applicable, interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998;

5.7.2 the Client shall pay to Xanda all reasonable costs and expenses incurred in recovering the overdue amount, including legal fees and debt recovery charges;

5.7.3 Xanda may suspend the Services in accordance with clause 14 until all overdue amounts and any applicable interest, costs and advance payments have been received in cleared funds;

5.7.4 where non-payment continues, Xanda may reallocate resources reserved for the Client and any resulting delay, loss of continuity, performance impact or reinstatement work shall be at the Client’s risk and expense.

5.8 Xanda may review and increase the Retainer Fee, its rates and any recurring Charges:

5.8.1 on and from any renewal or continuation of the Agreement after the expiry of the Minimum Term, on not less than 30 days’ written notice; or

5.8.2 at any time where there is a material increase in scope, complexity, campaign scale, spend under management, meeting cadence, reporting requirements, urgency, compliance burden, dependency management or other assumptions on which the Charges were based, and any revised Charges shall apply from the date stated in Xanda’s notice unless the parties agree otherwise in writing.

6. Ad Spend, Third-Party Costs and Expenses

6.1 Xanda may require the Client to pay Ad Spend and third-party costs:

6.1.1 directly to the relevant third party;

6.1.2 to Xanda in advance for onward payment or recharge; or

6.1.3 by such other payment method as Xanda reasonably specifies.

6.2 Xanda shall not be obliged to incur, advance, continue or increase Ad Spend or any third-party cost unless and until cleared funds or satisfactory payment arrangements are in place. Where Xanda pays any such cost on behalf of the Client, the Client shall reimburse Xanda in full on demand or in accordance with the relevant invoice.

6.3 Xanda may rely on media plans, campaign budgets, software choices, supplier estimates and third-party pricing as indicative only unless expressly stated to be fixed. Third-party prices, minimum spends and platform charges may change without notice and any resulting increase shall be payable by the Client.

6.4 The Client remains responsible for all non-cancellable or committed third-party charges approved by the Client or reasonably incurred by Xanda in accordance with this Agreement before termination or suspension.

6.5 Any travel, accommodation, subsistence and other out-of-pocket expenses reasonably and properly incurred by Xanda in connection with the Services shall be payable by the Client in addition to the Retainer Fee, provided that material non-routine expenditure is approved by the Client in advance.

6.6 Xanda shall not be liable for any loss arising from the Client’s failure to fund Ad Spend, maintain software subscriptions, renew licences, maintain domain or hosting services, or pay any other third-party amount when due.

7. Change Control and Additional Services

7.1 Any services, work, deliverables or requests which are not included within the Services as then agreed, or which materially exceed the assumptions on which the Retainer Fee was based, shall constitute Additional Services or out-of-scope work.

7.2 Xanda shall have no obligation to perform Additional Services unless and until the scope, timing and applicable charges have been agreed in writing or Xanda otherwise confirms that it will proceed on a stated charging basis.

7.3 Additional Services may be charged at Xanda’s then current rates, on a fixed fee basis, by drawdown against pre-purchased time, on a monthly adjustment basis, or on such other basis as Xanda may agree in writing.

7.4 If the Client requests work on an urgent basis, outside normal business hours, with compressed timelines, or in circumstances requiring substantial reprioritisation of Xanda’s resources, Xanda may decline such request or agree to perform it subject to additional charges and revised timelines.

7.5 Xanda may propose changes to a Statement of Work, including changes to scope, priorities, channels, budgets, assumptions, meeting cadence, reporting arrangements, named contacts and fees. Any such change may be agreed by email and shall take effect on the date stated in the relevant written confirmation.

7.6 If any aspect of scope is unclear, incomplete or silent, Xanda may interpret the agreed scope reasonably until clarified in writing.

8. Intellectual Property Rights

8.1 Each party shall retain ownership of all Intellectual Property Rights in any materials, information, content, data, branding, trade marks, know-how, software, tools, documents and other assets owned by that party before the Commencement Date or developed independently of this Agreement.

8.2 The Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials. The Client grants to Xanda a non-exclusive, royalty-free, worldwide licence during the Term to use, copy, adapt, edit, host, store and otherwise process the Client Materials to the extent reasonably necessary for Xanda to provide the Services, exercise its rights and comply with its obligations under this Agreement.

8.3 Subject to clause 8.6 and clause 8.7, and upon payment in cleared funds of all undisputed Charges due in respect of the relevant Deliverables, Xanda assigns to the Client with full title guarantee all Intellectual Property Rights owned by Xanda in the final Deliverables expressly created by Xanda for the Client under this Agreement.

8.4 The assignment in clause 8.3 applies to the final Deliverables supplied to the Client under this Agreement. It does not transfer ownership of Xanda’s Background IPR, third-party materials, drafts, unused concepts, internal working materials, source files, project files, tools, templates, prompt libraries, automations, methodologies, processes, know-how or other underlying materials, except to the extent that any such item is expressly agreed in writing to form part of the Deliverables.

8.5 The Client may use, copy, reproduce, modify, adapt, publish, distribute, display, perform, sublicense and otherwise exploit the assigned Deliverables for the Client’s own business, marketing, operational and corporate purposes, including through its Affiliates, agencies, professional advisers, contractors and successor entities.

8.6 Xanda and its licensors shall retain ownership of all Intellectual Property Rights in Xanda’s Background IPR. For the purposes of this clause, Background IPR includes all methodologies, know-how, tools, software, scripts, automations, templates, prompt frameworks, systems, processes, report formats, campaign structures, reusable code, models, techniques, documentation and other materials owned, controlled, created or developed by or for Xanda independently of this Agreement or which are reusable across Xanda’s business generally.

8.7 To the extent that any Xanda Background IPR is incorporated in, embedded in, required to use, or supplied with any Deliverable, Xanda grants to the Client a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive licence to use that Background IPR solely as part of, or as reasonably necessary to receive the benefit of, the relevant Deliverable for the Client’s own business purposes.

8.8 The licence in clause 8.7 does not give the Client any right to use, extract, copy, sell, license, sublicense, commercialise, reverse engineer, decompile, disclose or exploit Xanda’s Background IPR separately from the Deliverables, or to use it to create competing agency services, software, automation products, marketing systems or similar services.

8.9 Nothing in this Agreement prevents Xanda from using for itself or for other clients any general knowledge, experience, ideas, concepts, skills, methodologies, processes, campaign approaches, creative techniques, know-how, learnings or expertise acquired or developed in the course of providing the Services, provided that Xanda does not disclose the Client’s Confidential Information or use the Client Materials except as permitted by this Agreement.

8.10 Any third-party materials, stock assets, fonts, plugins, software, platform elements, data sources, open-source materials, licensed tools or other third-party components incorporated into or used in connection with any Deliverable shall remain subject to the applicable third-party licence terms. Xanda shall not be required to assign, and cannot assign, any Intellectual Property Rights in third-party materials.

8.11 Where Xanda becomes aware that a Deliverable contains third-party materials which materially restrict the Client’s intended use of that Deliverable, Xanda shall use reasonable endeavours to notify the Client of the relevant restriction. The Client shall be responsible for complying with any applicable third-party licence terms notified to it or otherwise made available by the relevant third-party provider.

8.12 Unless expressly stated in a Statement of Work, Xanda shall not be required to provide native files, editable design files, source code, working files, prompt chains, automation logic, internal project files or other underlying materials used to create the Deliverables. Where the Client requires any such materials, the parties shall agree this expressly in a Statement of Work or in writing, including any additional Charges and any restrictions applying to their use.

8.13 Xanda warrants that, to the best of its knowledge and belief, the final Deliverables created by Xanda for the Client shall not infringe the Intellectual Property Rights of any third party, except to the extent that any infringement arises from Client Materials, Client instructions, third-party materials approved by the Client, materials supplied by third parties, or changes made by or on behalf of the Client after delivery.

8.14 The Client warrants that it has obtained and shall maintain all rights, licences, permissions and consents necessary for Xanda to use the Client Materials in connection with the Services, and that Xanda’s use of the Client Materials in accordance with this Agreement shall not infringe any third-party rights or breach any applicable law, regulation or code.

8.15 To the extent permitted by law, Xanda shall procure that any moral rights in the final Deliverables assigned to the Client under clause 8.3 are waived or not asserted against the Client, its Affiliates, successors, contractors, agencies or permitted users, provided that this shall not require Xanda to waive moral rights in Xanda’s Background IPR or third-party materials.

8.16 The transfer of ownership under clause 8.3 shall not affect Xanda’s right to retain copies of the Deliverables, Client Materials, correspondence and project records to the extent reasonably required for legal, regulatory, insurance, evidential, accounting, audit, professional record-keeping or legitimate internal business purposes, subject always to Xanda’s confidentiality and data protection obligations under this Agreement.

8.17 This clause 8 shall survive termination or expiry of this Agreement.

9. Confidentiality

9.1 Each party undertakes that it shall keep confidential the other party’s Confidential Information and shall not use or disclose such Confidential Information except as permitted by this Agreement.

9.2 Each party may disclose the other party’s Confidential Information only:

9.2.1 to its employees, officers, directors, contractors, professional advisers, auditors, insurers, Affiliates and subcontractors who need to know such information for the purposes of performing that party’s obligations, exercising its rights or receiving the benefit of this Agreement, provided that the receiving party ensures that such persons are bound by obligations of confidentiality no less protective than those set out in this Agreement; and

9.2.2 as may be required by law, any court of competent jurisdiction, any governmental or regulatory authority, or the rules of any recognised stock exchange, provided that, to the extent legally permitted, the receiving party gives the disclosing party prompt written notice of the required disclosure.

9.3 Neither party shall use the other party’s Confidential Information for any purpose other than the performance of, or exercise of rights under, this Agreement.

9.4 Xanda may retain and use residual knowledge, experience, ideas, concepts, techniques and know-how retained in the unaided memory of its personnel in the ordinary course of business, provided that Xanda does not intentionally memorise or use the Client’s Confidential Information in breach of this Agreement.

9.5 Xanda may refer to the existence of the relationship and the general nature of the Services for the purposes permitted by clause 18.1, provided that Xanda does not disclose commercially sensitive Confidential Information of the Client beyond what is reasonably necessary for those purposes.

9.6 The obligations in this clause 9 shall not apply to information which falls within the exclusions contained in the definition of Confidential Information in clause 2.1.

9.7 Each party shall implement and maintain reasonable technical and organisational measures appropriate to the nature of the Confidential Information held by it and the risks presented by unauthorised or unlawful processing, accidental loss, destruction or damage.

9.8 This clause 9 shall survive termination or expiry of this Agreement.

10. Data Protection

10.1 To the extent that Xanda Processes any Personal Data on behalf of the Client in the course of providing the Services:

10.1.1 the parties acknowledge that the Client is the Controller and Xanda is the Processor, unless the nature of the relevant Processing means that Xanda acts as an independent Controller in respect of particular processing activities;

10.1.2 the Client instructs Xanda to Process Personal Data only to the extent necessary to provide the Services, to comply with documented lawful instructions from the Client, and to comply with Xanda’s legal obligations;

10.1.3 the Client warrants that it has all necessary rights, lawful bases, notices and consents required for the lawful collection, use and disclosure of such Personal Data to Xanda and for the lawful carrying out of the Services;

10.1.4 Xanda shall Process Personal Data in accordance with applicable Data Protection Laws, the terms of this Agreement and any lawful written instructions of the Client, except where Xanda is required by law to do otherwise;

10.1.5 Xanda shall ensure that persons authorised to Process Personal Data are under appropriate obligations of confidentiality;

10.1.6 Xanda shall implement appropriate technical and organisational measures, taking into account the nature of the Processing and the information available to Xanda;

10.1.7 Xanda may appoint sub-processors, including hosting providers, software providers, analytics providers, automation providers, cloud infrastructure providers and other service providers, provided that Xanda remains responsible for their performance to the extent required by applicable law;

10.1.8 the Client authorises Xanda to transfer Personal Data outside the United Kingdom where reasonably necessary for the performance of the Services, provided that Xanda uses Appropriate Safeguards where required by applicable law;

10.1.9 taking into account the nature of the Processing and the information available to Xanda, Xanda shall provide reasonable assistance to the Client in relation to Data Subject rights requests, Personal Data Breach notifications, impact assessments and consultations with regulators, provided that where such assistance falls outside the ordinary scope of the Services Xanda may charge for the time reasonably spent at its then current rates;

10.1.10 upon written request and subject to payment of all Charges due, Xanda shall, within a reasonable period, return or delete Personal Data processed on behalf of the Client, save to the extent that Xanda is required or entitled by law, regulation, insurance requirements, professional record-keeping requirements, internal backup policies or legitimate business purposes to retain it; and

10.1.11 where Xanda reasonably considers that an instruction from the Client infringes applicable Data Protection Laws, Xanda may suspend compliance with that instruction and shall notify the Client as soon as reasonably practicable.

10.2 The Client acknowledges that many of the Services involve the use of third-party platforms and systems controlled by third parties and that Xanda cannot guarantee the security, availability or compliance posture of such third-party providers, although Xanda shall use reasonable care in selecting and using them.

10.3 Xanda shall not be responsible for any loss, corruption, disclosure, delay or security incident arising from:

10.3.1 vulnerabilities, acts or omissions of the Client, its staff, other suppliers or any third-party platform;

10.3.2 inaccurate, excessive, unlawful or special category Personal Data supplied by or on behalf of the Client without prior written agreement; or

10.3.3 the Client’s failure to implement recommendations made by Xanda in relation to access control, consent management, tracking governance, data minimisation, retention or account security.

10.4 This clause 10 shall survive termination or expiry of this Agreement.

11. AI Tools, Automation and Emerging Technology

11.1 The Client acknowledges that, unless expressly prohibited in a Statement of Work, Xanda may use artificial intelligence systems, machine learning tools, automation tools, large language models, generative tools, workflow platforms and similar technologies in connection with the Services where Xanda reasonably considers such use appropriate to improve efficiency, consistency, scale, analysis, drafting, reporting, ideation, workflow execution or service delivery.

11.2 Xanda shall remain responsible for the overall provision of the Services in accordance with this Agreement notwithstanding its use of the technologies referred to in clause 11.1.

11.3 Unless expressly agreed otherwise in writing:

11.3.1 Xanda does not warrant that any output generated or assisted by AI or automation will be error-free, unique, uninterrupted, free from bias, or suitable for publication without review;

11.3.2 all AI-assisted, automated or technology-assisted outputs remain subject to the Client’s review, approval responsibilities and final legal, commercial and operational judgement under this Agreement; and

11.3.3 Xanda may combine human review with automated processes as Xanda reasonably considers appropriate for the relevant task.

11.4 The Client shall inform Xanda in writing before the Commencement Date, or as soon as reasonably practicable thereafter, of any policy, regulatory, contractual or internal governance requirement that materially restricts the use of particular AI tools, hosting regions, model providers, categories of automation or categories of data in connection with the Services. Xanda shall be entitled to rely on the absence of such notice.

11.5 The Client shall not require Xanda to use any specified AI, automation or technology tool unless the parties have agreed in writing the scope, risk allocation, Charges, licensing assumptions and any additional compliance requirements applicable to that tool.

11.6 Where the Client requests that Xanda use, connect to or build upon any AI, automation or third-party technology chosen by the Client:

11.6.1 the Client shall be responsible for obtaining and maintaining all required licences, subscriptions, permissions and lawful usage rights for that technology unless expressly agreed otherwise in writing;

11.6.2 Xanda shall not be liable for any unavailability, hallucination, output defect, model drift, vendor change, API failure, security issue, pricing change, suspension, region restriction, feature withdrawal or policy change affecting that technology, except to the extent caused directly by Xanda’s breach of this Agreement; and

11.6.3 any additional work caused by issues, limitations or changes in that technology may be treated by Xanda as Additional Services or out-of-scope work.

11.7 Unless expressly agreed otherwise in writing, Xanda shall not be obliged to disclose its internal prompts, system instructions, workflow logic, model configurations, automations, agent structures, decision trees, evaluation methods, reusable prompt libraries, internal QA procedures or proprietary operational methods, and all such items shall form part of Xanda’s Background IPR.

11.8 The Client acknowledges that certain AI and automation tools may process inputs, outputs, prompts, metadata or usage records through third-party infrastructure in accordance with the applicable provider’s terms, settings and technical architecture.

11.9 Xanda may refuse to use any AI, automation or data practice requested by the Client where Xanda reasonably considers that it would be unlawful, infringing, misleading, unsafe, disproportionate, non-compliant with platform or provider terms, or likely to expose Xanda or the Client to material legal, regulatory, reputational or operational risk.

11.10 The Client shall indemnify and keep indemnified Xanda against all losses, liabilities, costs and expenses (including reasonable legal and professional costs) suffered or incurred by Xanda arising out of or in connection with:

11.10.1 any data, instruction, training material, prompt content, workflow logic, output usage or deployment decision supplied, approved or mandated by or on behalf of the Client;

11.10.2 any claim that the Client’s use of AI-assisted or automated outputs generated through the Services infringes third-party rights, breaches applicable law or breaches any duty owed by the Client to any third party; and

11.10.3 any failure by the Client to follow Xanda’s reasonable recommendations relating to review, supervision, disclosure, human approval, access controls, usage limits or compliance safeguards for AI or automation, except to the extent that such loss arises directly from Xanda’s fraud or material breach of this Agreement.

11.11 This clause 11 shall survive termination or expiry of this Agreement.

12. Warranties, Disclaimers and Service Standards

12.1 Xanda warrants that it shall perform the Services with reasonable skill and care.

12.2 Except as expressly set out in this Agreement, Xanda gives no warranty or representation that:

12.2.1 the Services will be uninterrupted, error-free or available at all times;

12.2.2 any Deliverable or recommendation will achieve any particular commercial outcome;

12.2.3 any report, forecast, estimate or projection will prove accurate; or

12.2.4 the Services will be suitable for any purpose not expressly stated in a Statement of Work.

12.3 To the fullest extent permitted by law, all conditions, warranties and other terms implied by statute, common law or otherwise are excluded from this Agreement.

12.4 Any service level, turnaround time, response time, campaign start date, publication date or timeline is indicative only unless expressly stated in a Statement of Work to be contractually binding.

13. Limitation of Liability

13.1 Nothing in this Agreement shall exclude or limit either party’s liability for:

13.1.1 death or personal injury caused by its negligence;

13.1.2 fraud or fraudulent misrepresentation; or

13.1.3 any other liability which cannot lawfully be excluded or limited.

13.2 Subject to clause 13.1, Xanda shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for any:

13.2.1 loss of profit;

13.2.2 loss of revenue;

13.2.3 loss of business;

13.2.4 loss of contracts;

13.2.5 loss of anticipated savings;

13.2.6 loss, corruption or inaccuracy of data;

13.2.7 loss of goodwill or damage to reputation;

13.2.8 wasted management time or wasted expenditure; or

13.2.9 indirect, consequential or special loss, arising out of or in connection with this Agreement, even if such loss was foreseeable or Xanda had been advised of the possibility of it.

13.3 Subject to clauses 13.1 and 13.2, Xanda’s total aggregate liability to the Client arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, shall not exceed the total Retainer Fees actually paid by the Client to Xanda under this Agreement in the 6 months immediately preceding the event giving rise to the claim, or, if the claim arises within the first 6 months of the Agreement, the total Retainer Fees actually paid by the Client up to the date the claim arose.

13.4 The cap in clause 13.3 shall apply in aggregate to all claims arising under or in connection with this Agreement, and there shall be no separate cap for each claim, event, Deliverable, instruction, month, campaign, act or omission.

13.5 Xanda shall have no liability for any loss, cost, damage or expense arising out of or in connection with:

13.5.1 the Client’s failure to comply with this Agreement, including any failure to provide timely approvals, information, access, budget or instructions;

13.5.2 any inaccuracy, defect, omission or unlawfulness in the Client Materials or any instruction given by or on behalf of the Client;

13.5.3 acts, omissions, defaults or delays of the Client, its staff, other contractors, hosting providers, CRM providers, platform representatives or other third parties;

13.5.4 changes to third-party platforms, search engines, advertising platforms, APIs, media pricing, account policies or external market conditions;

13.5.5 suspension, restriction, disablement, rejection or closure of any relevant third-party account or service not caused solely by Xanda’s breach of this Agreement;

13.5.6 the Client’s decision to reject, delay, alter or not implement any recommendation made by Xanda.

13.6 The Client acknowledges that the Charges have been calculated on the basis that the limitations and exclusions of liability in this Agreement are fair and reasonable and that Xanda would not enter into this Agreement on the same terms without them.

13.7 The Client shall indemnify and keep indemnified Xanda against all losses, liabilities, damages, costs, claims and expenses (including reasonable legal and professional fees) suffered or incurred by Xanda arising out of or in connection with:

13.7.1 any breach by the Client of clauses 4, 8, 9, 10.1.3, 11 or 20;

13.7.2 any claim by a third party arising from the Client Materials, the Client’s products, services, offers, promotions, website, data collection practices, campaign claims, landing pages or business operations;

13.7.3 any instruction given by or on behalf of the Client which Xanda implements in accordance with this Agreement; and

13.7.4 any misuse by the Client of Deliverables, third-party platforms or campaign assets after delivery, publication or handover, except to the extent that such losses arise directly from Xanda’s fraud or from Xanda acting outside the scope of the Client’s instructions and contrary to this Agreement.

13.8 The Client shall take reasonable steps to mitigate any loss for which it seeks to hold Xanda liable.

13.9 Xanda shall not be liable for any claim unless:

13.9.1 the Client gives written notice of the claim, with reasonable details, within 6 months after the Client became, or ought reasonably to have become, aware of the circumstances giving rise to the claim; and

13.9.2 legal proceedings in respect of the claim are commenced within 12 months after the date of that notice.

13.10 Each provision of this clause 13 is intended to be separate and severable. If any provision is held invalid or unenforceable but would be valid or enforceable if part of its wording were deleted or modified, the provision shall apply with such minimum deletion or modification as is necessary to make it lawful, valid and enforceable.

13.11 This clause 13 shall survive termination or expiry of this Agreement.

14. Suspension Rights

14.1 Without prejudice to any other right or remedy, Xanda may suspend performance of some or all of the Services immediately on written notice where:

14.1.1 any amount due under this Agreement is overdue;

14.1.2 the Client fails to provide required approvals, instructions, access, materials, budget or cooperation;

14.1.3 Xanda reasonably considers that continuing the Services would be unlawful, misleading, unsafe, non-compliant with applicable platform rules, or likely to expose Xanda or the Client to material risk;

14.1.4 any required Ad Spend, third-party funding, software subscription or payment security is not in place;

14.1.5 the Client is in material breach of this Agreement.

14.2 During any period of suspension caused by the Client’s act or omission:

14.2.1 the Client shall remain liable for the Charges;

14.2.2 Xanda may reallocate personnel and resources reserved for the Client;

14.2.3 Xanda shall have no liability for any delay, loss or performance impact arising from the suspension;

14.2.4 any recommencement of the Services shall be subject to resource availability and payment of any reasonable reactivation, onboarding or catch-up Charges.

15. Term, Renewal and Minimum Commitment

15.1 This Agreement shall commence on the Commencement Date and shall continue for the Minimum Term unless terminated earlier in accordance with this Agreement.

15.2 Following expiry of the Minimum Term, this Agreement shall continue automatically on a rolling monthly basis unless and until either party gives to the other not less than 30 days’ written notice to terminate, such notice to expire no earlier than the end of the Minimum Term.

15.3 The Client may not terminate this Agreement for convenience during the Minimum Term unless Xanda expressly agrees otherwise in writing.

15.4 If the Client purports to terminate, suspend or materially reduce the Services during the Minimum Term otherwise than in accordance with this Agreement, the Client shall remain liable for the Charges that would have been payable for the balance of the Minimum Term, less any costs reasonably avoided by Xanda, without prejudice to any other rights or remedies of Xanda.

16. Termination and Consequences of Termination

16.1 Without affecting any other right or remedy, Xanda may terminate this Agreement immediately by written notice to the Client if:

16.1.1 the Client fails to pay any amount due under this Agreement by the due date and such amount remains unpaid for 14 days after Xanda has given written notice requiring payment;

16.1.2 the Client commits a material breach of this Agreement which is incapable of remedy or, if capable of remedy, fails to remedy that breach within 14 days after being required in writing to do so;

16.1.3 the Client repeatedly breaches this Agreement in a manner reasonably justifying the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

16.1.4 the Client becomes insolvent, is unable to pay its debts as they fall due, ceases or threatens to cease trading, enters into liquidation, administration, receivership, a company voluntary arrangement or any arrangement or composition with its creditors, or any analogous event occurs in any jurisdiction;

16.1.5 Xanda reasonably believes that continuing to act for the Client would be unlawful, unethical, contrary to applicable platform policies, likely to expose Xanda to reputational harm, or likely to create a conflict of interest that cannot reasonably be managed; or

16.1.6 the Client undergoes a change of control and Xanda reasonably considers that such change materially increases the commercial, legal, regulatory or reputational risk of continuing the Agreement.

16.2 The Client may terminate this Agreement immediately by written notice if Xanda commits a material breach of this Agreement which is incapable of remedy or, if capable of remedy, fails to remedy that breach within 14 days after being required in writing to do so.

16.3 On termination or expiry of this Agreement for any reason:

16.3.1 the Client shall immediately pay to Xanda all outstanding unpaid invoices and, in respect of Services supplied but not yet invoiced, Xanda may submit an invoice which shall be payable in accordance with clause 5.2.2, or immediately if the Agreement has been terminated under clause 16.1;

16.3.2 any Charges accrued, committed or incurred up to the effective date of termination, including any non-cancellable third-party costs, Ad Spend commitments, approved expenses and charges for work performed, shall become immediately due and payable;

16.3.3 Xanda shall be entitled to cease the Services, revoke access granted to the Client to Xanda’s systems and working environments, and withdraw its personnel from the Client’s accounts and projects;

16.3.4 subject to payment in full of all Charges, Xanda shall provide to the Client any Deliverables expressly due to the Client under this Agreement and then in Xanda’s possession in their then current state, but Xanda shall have no obligation to complete drafts, incomplete work or work not yet paid for;

16.3.5 Xanda may retain copies of Client Materials, Deliverables, correspondence, data and other records to the extent reasonably required for legal, regulatory, insurance, evidential, accounting, backup, conflict-checking or legitimate internal business purposes;

16.3.6 any assignment under clause 8.3 and any licence granted by Xanda under clause 8.7 in respect of Deliverables already paid for shall continue, subject to the terms of this Agreement;

16.3.7 the Client shall promptly remove Xanda’s access to any of the Client’s systems, accounts and environments which Xanda is no longer required to access; and

16.3.8 termination or expiry shall not affect any rights, remedies, obligations or liabilities of either party accrued up to the effective date of termination.

16.4 If the Client requests transition assistance, handover support, migration support, account tidy-up, export of materials, briefing of replacement suppliers or other exit services, Xanda may provide such assistance subject to availability and payment in advance of Xanda’s then current rates and any third-party costs.

16.5 Xanda shall not be obliged to release, transfer, assign or migrate any third-party account, platform asset, data source, configuration or similar item unless all Charges have been paid in full and the Client has provided the information, authority, cooperation and technical access reasonably required by Xanda.

16.6 Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect.

17. Non-Solicitation and Personnel Protection

17.1 The Client shall not, without Xanda’s prior written consent, directly or indirectly solicit, entice away, employ, engage or appoint, or attempt to solicit, entice away, employ, engage or appoint, any Restricted Person during the Restricted Period.

17.2 For the purposes of this clause 17:

17.2.1 “Restricted Person” means any employee, consultant, contractor, account manager, strategist, analyst, developer, copywriter, designer, media buyer or other member of personnel of Xanda or any Affiliate of Xanda who has been materially involved in the provision, management or sale of the Services during the 12 months preceding the relevant act; and

17.2.2 “Restricted Period” means the period commencing on the Commencement Date and ending 12 months after termination or expiry of this Agreement.

17.3 Clause 17.1 shall not prohibit:

17.3.1 the recruitment of a person who responds, without prior targeted approach by or on behalf of the Client, to a bona fide general recruitment campaign not specifically directed at Xanda personnel; or

17.3.2 the engagement of a person whose employment or engagement with Xanda ended more than 6 months before any approach by or on behalf of the Client.

17.4 If the Client breaches clause 17.1, the Client shall on demand pay to Xanda a recruitment protection fee equal to 35% of the higher of:

17.4.1 the total annual remuneration or fees payable or reasonably expected to be payable to the relevant Restricted Person in the new role; and

17.4.2 the total annual remuneration or fees paid or payable by Xanda to that Restricted Person in the 12 months immediately preceding the breach, as a genuine pre-estimate of the loss likely to be suffered by Xanda, including recruitment cost, management time, training loss, disruption and loss of continuity.

17.5 The parties agree that the restrictions in this clause 17 are reasonable and necessary to protect Xanda’s legitimate business interests in its workforce, training investment, confidential business information and continuity of client service.

17.6 This clause 17 shall survive termination or expiry of this Agreement.

18. Publicity, Non-Exclusivity and Competing Clients

18.1 Unless the Client has expressly requested otherwise in writing, Xanda may identify the Client as a client of Xanda in its client lists, credentials and proposals, provided that Xanda does not disclose the Client’s Confidential Information. Xanda shall not publish any press release, public case study or prominent use of the Client’s trade marks on Xanda’s website without the Client’s prior written approval, such approval not to be unreasonably withheld or delayed.

18.2 Unless expressly agreed otherwise in writing, Xanda is appointed on a non-exclusive basis and nothing in this Agreement shall prevent Xanda from providing services to any other person, including businesses which compete with the Client.

18.3 Xanda shall not be obliged to reserve any category exclusivity, sector exclusivity, geographic exclusivity, campaign exclusivity or channel exclusivity for the Client unless the parties have expressly agreed in writing the scope, duration, restrictions and any additional Charges applicable to such exclusivity.

18.4 The Client acknowledges that Xanda has developed and will continue to develop general industry knowledge, market understanding, processes, campaign structures, creative approaches, commercial insights and know-how through work for multiple clients and from its own experience, and nothing in this Agreement shall prevent Xanda from using such general knowledge and experience for other clients provided that Xanda does not disclose the Client’s Confidential Information.

18.5 Xanda shall not be treated as being in breach of this Agreement merely because Xanda acts for another client in the same or a similar sector, targets similar audiences, uses similar channels, deploys similar strategic approaches or works with competing products or services, provided that Xanda continues to comply with clauses 8, 9 and 10.

18.6 If the Client requires any restriction on Xanda acting for named competitors or within a defined market segment, such restriction shall only be effective if:

18.6.1 it is expressly agreed in writing by Xanda;

18.6.2 it is limited to a reasonable scope, territory, duration and class of competitor; and

18.6.3 the Client pays any additional Charges reasonably required by Xanda to reflect the commercial value and operational constraint of that restriction.

18.7 Xanda may decline to accept or continue instructions where Xanda reasonably considers that doing so would create an actual conflict of interest, a material regulatory issue, an unmanageable confidentiality risk or a material reputational risk. In such circumstances, Xanda may propose reasonable scope adjustments or information barriers, suspend the affected Services while the position is assessed, or terminate this Agreement under clause 16.1.5 if the conflict or risk cannot reasonably be managed.

18.8 Unless expressly agreed otherwise in writing, the Client shall not represent to any third party that Xanda acts exclusively for the Client, is prohibited from acting for competitors, or has granted the Client any protected territory, category lockout or reserved market position.

18.9 This clause 18 shall survive termination or expiry of this Agreement.

19. Reporting, Data and Third-Party Platforms

19.1 Any report, dashboard, forecast, pacing update, recommendation, estimate, projection or performance commentary supplied by Xanda is provided for the Client’s internal business use and shall be interpreted in light of the limitations of source data, attribution models, platform reporting methods, conversion windows, tracking configurations and external market factors. Xanda does not warrant that reports, dashboards or analytics outputs will be complete, continuous, error-free or reconciled across all platforms.

19.2 Xanda may rely on data made available through third-party platforms, analytics systems, CRM systems, pixels, tags, APIs, cookies, feeds, dashboards, call-tracking systems, consent tools and other sources used in connection with the Services, and Xanda shall not be liable for any inaccuracy, omission, delay or inconsistency in such data except to the extent caused directly by Xanda’s breach of this Agreement.

19.3 The Client acknowledges that changes to websites, consent settings, hosting, CRM, tracking, domains, forms, platform permissions or other technical dependencies may materially affect tracking quality, attribution accuracy and reported performance.

19.4 Unless expressly included within the Services, Xanda shall have no obligation to audit, validate or reconcile the Client’s analytics architecture, CRM, finance systems, call tracking, offline conversion processes, internal reporting logic or attribution methodology, and any such work may be treated as Additional Services or out-of-scope work.

19.5 Xanda may present performance information using aggregated, estimated, directional or modelled data where this is a reasonable and standard industry approach in light of the available data sources. The Client acknowledges that such information may assist decision-making but does not constitute a guarantee of outcome or a warranty of precise underlying fact.

19.6 The Client is responsible for:

19.6.1 reviewing reports and raising any material query, discrepancy or concern within a reasonable time after receipt;

19.6.2 ensuring that its own internal stakeholders understand the assumptions, caveats and attribution limitations relevant to the Services;

19.6.3 verifying financial, operational and regulatory decisions independently before relying on any report, recommendation or estimate supplied by Xanda; and

19.6.4 maintaining appropriate records of its sales, leads, fulfilment, refunds, margins and other commercial data required to assess the real-world impact of the Services.

19.7 Xanda may use anonymised and aggregated service data, benchmarking information, campaign patterns, performance learnings, operational statistics and trend analysis derived from the Services for internal improvement, modelling, forecasting, quality assurance, service development and methodology development, provided that Xanda does not identify the Client or disclose the Client’s Confidential Information except as permitted by this Agreement.

19.8 Unless expressly agreed otherwise in writing:

19.8.1 the Client shall own and remain responsible for its own third-party accounts, billing relationships, administrative settings, payment methods, domain registrations, hosting arrangements and platform contracts;

19.8.2 Xanda’s role in relation to third-party platforms is limited to administration, configuration, advisory, implementation or management support as part of the Services, and Xanda shall not be treated as assuming ownership, control or legal responsibility for any such platform or account merely because it has been granted access; and

19.8.3 the Client shall ensure that Xanda is given the level of access, authority and technical cooperation reasonably required to perform the Services effectively.

19.9 The Client shall:

19.9.1 maintain accurate account owner details, billing details, recovery methods and administrative credentials for all relevant third-party accounts;

19.9.2 ensure that such accounts remain in good standing and are not subject to avoidable suspension, payment failure, policy breach, ownership dispute or access restriction;

19.9.3 promptly complete any identity verification, payment verification, policy acknowledgement, domain verification, consent update, terms acceptance or similar action required by a third-party platform; and

19.9.4 keep secure records of usernames, recovery details, authentication methods and any other information reasonably necessary to maintain continuity of access.

19.10 Xanda may decline to use any Client account, asset, integration or platform connection where the ownership position is unclear, the security arrangements are materially inadequate, the account appears to have been obtained, configured or used in breach of applicable terms or law, or Xanda reasonably considers that using it would expose Xanda or the Client to disproportionate operational, legal, reputational or financial risk.

19.11 Where Xanda creates or helps to create any campaign, audience, tracking setup, automation, landing page connection, reporting view, account structure or other configuration within a third-party platform, the Client acknowledges that:

19.11.1 the continued availability, functionality and portability of that item may depend on the relevant platform’s technical capabilities, ownership rules, permissions model and terms of service; and

19.11.2 any work required to recreate, reconfigure, relink, document or transition such items may constitute Additional Services.

19.12 Xanda shall not be liable for any loss, delay, wasted spend, reduced performance or inability to perform the Services arising from:

19.12.1 suspension, rejection, disablement, policy enforcement, reduced reach, account limitation or closure by any third-party platform;

19.12.2 changes to third-party terms, interfaces, APIs, ad formats, targeting options, reporting methods, verification requirements, pricing models or technical capabilities;

19.12.3 failures in the Client’s access, billing setup, permissions, verification status, domain control, hosting, DNS, consent tools or related technical dependencies; or

19.12.4 the Client’s failure to maintain continuity, ownership records, administrative control or lawful usage rights in relation to any third-party account or asset.

19.13 This clause 19 shall survive termination or expiry of this Agreement.

20. Compliance, Authority and Approvals

20.1 Without prejudice to the Client’s wider responsibilities under this Agreement, the Client warrants that its business, products, services, promotions, claims, data practices and commercial conduct shall not, so far as relevant to the Services:

20.1.1 be unlawful, misleading, fraudulent, defamatory or unfair;

20.1.2 infringe any third-party rights;

20.1.3 involve prohibited financial promotions, unlawful gambling, unlawful discrimination, prohibited weapons, unlawful adult content, sanctioned trade, scam activity, deceptive lead generation, fake reviews, counterfeit goods or any other activity which Xanda reasonably considers unlawful, unethical or materially high risk; or

20.1.4 require Xanda to make any statement, representation or omission which Xanda reasonably considers inaccurate, unsubstantiated, non-compliant or likely to mislead.

20.2 The Client shall promptly provide such information, substantiation, evidence of permissions, compliance confirmations, product documentation, disclaimers, risk warnings, terms and conditions, eligibility criteria and approval records as Xanda may reasonably request in order to assess whether any proposed activity can properly be undertaken.

20.3 Xanda may refuse, pause, remove, amend or decline to publish, submit, activate or continue any work, Deliverable, campaign, instruction or recommendation where Xanda reasonably considers that:

20.3.1 the relevant material may breach applicable law, regulation, code or platform policy;

20.3.2 the factual basis for a claim, comparison, testimonial, environmental statement, pricing representation, performance representation or regulated statement is insufficient or unclear;

20.3.3 the activity may expose Xanda or the Client to regulatory scrutiny, enforcement action, third-party complaint, reputational harm, payment risk, chargeback risk or platform sanctions; or

20.3.4 continued involvement would be inconsistent with Xanda’s professional standards, internal risk policies or legitimate business interests.

20.4 Where Xanda exercises its rights under clause 20.3:

20.4.1 Xanda shall, where reasonably practicable, notify the Client of the issue and the general reason for its decision;

20.4.2 Xanda may require revised copy, revised creative, supporting evidence, legal sign-off, additional safeguards, narrower targeting, revised budgets, revised implementation arrangements or other reasonable conditions before resuming the affected work;

20.4.3 any resulting delay, rework, reprioritisation or wasted time shall be treated as caused by the relevant compliance concern and may constitute Additional Services where appropriate; and

20.4.4 if the issue is not remedied to Xanda’s reasonable satisfaction within a reasonable time, Xanda may suspend or terminate this Agreement under clause 14 or clause 16.

20.5 Xanda shall be entitled to act on any instruction, approval, confirmation, access grant, change request, budget direction, suspension request or other communication which appears reasonably to have been given by an authorised representative of the Client. Xanda shall not be liable for any loss arising from its reliance on any such instruction or approval unless Xanda acted fraudulently or manifestly unreasonably.

20.6 The Client shall ensure that:

20.6.1 its approval routes, delegated authorities, spending limits and internal sign-off requirements are communicated clearly to Xanda in writing;

20.6.2 only appropriately authorised persons give instructions affecting budget, scope, legal sign-off, publication, media buying, tracking, targeting, promotions or live campaign changes; and

20.6.3 any change to authorised contacts or approval authority is notified promptly to Xanda in writing.

20.7 Where Xanda requests approval, feedback, confirmation or a decision from the Client, the Client shall respond within the timeframe reasonably specified by Xanda or, if no timeframe is specified, within a reasonable time having regard to the nature and urgency of the matter.

20.8 If the Client does not respond within the applicable timeframe, Xanda may, acting reasonably, pause the affected work, reschedule it subject to resource availability, proceed in reliance on the latest approved version or standing authority, or treat the relevant delay, inefficiency, wasted time or rework as caused by the Client.

20.9 Unless expressly agreed otherwise in writing, the Client shall remain responsible for final review and approval of all copy, claims, offers, creative assets, landing pages, forms, campaign settings, budget allocations, tracking configurations, legal compliance, regulatory compliance, brand compliance and internal approvals relating to publication or deployment.

20.10 Where the parties agree that Xanda may launch, publish, amend or pause campaigns without obtaining item-by-item approval in advance, the Client grants Xanda standing authority to do so within the agreed parameters, budgets, channels and strategy. The Client acknowledges that such authority is given for operational efficiency and that Xanda may rely on it unless and until the Client withdraws or varies it in writing.

20.11 Xanda may keep written or electronic records of instructions, approvals, comments, meeting notes, platform changes, delivery logs, budget directions and related communications for evidential, operational, quality assurance, legal and billing purposes. In the absence of manifest error, such records shall be prima facie evidence of the relevant instruction, approval or event.

20.12 If conflicting instructions are given by or on behalf of the Client, Xanda may suspend the affected work pending clarification, follow the most recent instruction which appears to have been given by the most senior or most clearly authorised person, or require written confirmation before proceeding, and Xanda shall not be liable for any resulting delay or performance impact caused by the need to obtain clarification.

20.13 This clause 20 shall survive termination or expiry of this Agreement.

21. General Provisions

21.1 Force Majeure

21.1.1 Neither party shall be in breach of this Agreement, nor liable for any delay in performing, or failure to perform, any of its obligations under this Agreement, other than any obligation to pay money, if such delay or failure results from any event, circumstance or cause beyond its reasonable control, including act of God, flood, drought, fire, epidemic, pandemic, war, civil commotion, terrorist attack, labour dispute, interruption or failure of utility service, internet outage, denial of service attack, failure of hosting or cloud infrastructure, failure or change of any third-party platform or API, or governmental or regulatory action.

21.1.2 If the period of delay or non-performance continues for 60 days or more, the party not affected may terminate this Agreement on 14 days’ written notice.

21.2 Notices

21.2.1 Any notice given under or in connection with this Agreement shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or other next working day delivery service, or sent by email to the relevant address notified by the receiving party for contractual notices.

21.2.2 Any notice shall be deemed to have been received:

21.2.2.1 if delivered by hand, at the time the notice is left at the proper address;

21.2.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and

21.2.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours next begin, provided that no delivery failure notification is received by the sender.

21.2.3 This clause 21.2 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.

21.3 Assignment and Subcontracting

21.3.1 The Client shall not assign, transfer, charge, hold on trust, subcontract, declare a trust over or otherwise deal with any of its rights or obligations under this Agreement without Xanda’s prior written consent.

21.3.2 Xanda may assign, transfer, charge, subcontract or otherwise deal with any of its rights or obligations under this Agreement to any Affiliate or to any successor in connection with a reorganisation, merger, acquisition or transfer of all or substantially all of its business, provided that such dealing does not materially reduce the protections afforded to the Client under this Agreement.

21.3.3 Xanda may subcontract any part of the Services, but shall remain responsible for overall performance of the Services to the extent provided in this Agreement.

21.4 Entire Agreement

21.4.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

21.4.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, assurance or warranty that is not set out in this Agreement, provided that nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.

21.5 Variation

21.5.1 No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each party, except that a Statement of Work, working arrangements, reporting arrangements, operational assumptions and similar administrative details may be updated by written agreement between the parties by email.

21.6 Waiver

21.6.1 A waiver of any right or remedy under this Agreement or by law is effective only if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

21.6.2 A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy.

21.7 Severance

21.7.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.

21.7.2 If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

21.8 Third Party Rights

21.8.1 Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

21.9 Relationship of the Parties

21.9.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other.

21.9.2 Xanda enters into this Agreement as an independent contractor.

21.10 Escalation and Dispute Management

21.10.1 If any dispute arises out of or in connection with this Agreement, the parties shall use reasonable endeavours to resolve the dispute promptly and in good faith through the escalation procedure set out in this clause before commencing court proceedings, except where urgent interim or injunctive relief is reasonably required.

21.10.2 Either party may give written notice to the other describing the dispute in reasonable detail and requesting escalation.

21.10.3 Within 5 Business Days after service of such notice, each party shall nominate a suitably senior representative with authority to discuss and, where appropriate, settle the dispute.

21.10.4 The nominated representatives shall meet, whether in person, by telephone or by video conference, within 10 Business Days after the notice and shall use reasonable endeavours to resolve the dispute.

21.10.5 If the dispute has not been resolved within 10 Business Days after that meeting, either party may refer the dispute to a director or equivalent senior decision-maker of each party, who shall then use reasonable endeavours to resolve the dispute within a further 10 Business Days.

21.10.6 Nothing in this clause 21.10 shall require Xanda to continue to provide Services where Xanda is entitled to suspend or terminate under this Agreement, prevent Xanda from taking steps to recover any undisputed debt, oblige either party to settle on terms which it does not consider commercially acceptable, or prevent either party from commencing proceedings at any time where necessary to avoid prejudice to a legal right, limitation period or remedy.

21.11 Electronic Acceptance

21.11.1 This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

21.11.2 Transmission of an executed counterpart of this Agreement by email or other electronic means shall take effect as delivery of an executed counterpart.

21.11.3 This Agreement may be entered into by signature, electronic signature, acceptance by email, or other written confirmation clearly indicating agreement to be bound, and any such method shall create a binding contract.

21.11.4 Where the Client asks Xanda to begin the Services, provides access, approves a proposal, pays an invoice, signs a quotation, accepts or signs a Statement of Work, or otherwise instructs Xanda to proceed after receiving these Terms, the Client shall be deemed to have accepted these Terms in full unless the parties have expressly agreed otherwise in writing.

21.12 Governing Law and Jurisdiction

21.12.1 This Agreement 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 shall be governed by and construed in accordance with the law of England and Wales.

21.12.2 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 this Agreement or its subject matter or formation.