Master Services Agreement

1. Introduction

1.1 Parties

This Master Services Agreement (the “Agreement”) is made between:

Brad Advertising Limited (CIN: U93000UP1996PLC019388), with its registered address at Unit 23086, Tower K, 14Th Avenue,Gaur City Ii, Greater Noida,, Noida, Uttar Pradesh, 201301 & Headquartered at Unit No – 1401, 14th Floor, Iconic Corenthum, Sector 62, Noida, Uttar Paresh -201309 (hereinafter “Brad Advertising,” “we,” “us,” “Brad”, “Brad Group”, “Brad ADVERTISING” or “our”); and

The “Client,” being any legal entity or individual acting in the course of business (and not as a consumer) that purchases or otherwise engages Brad Advertising’s services.

1.2 Business-to-Business Nature

Each party affirms and guarantees that it is entering into this Agreement primarily for purposes related to its trade, business, professional services, technology products or services, marketing, or other commercial activities, and not as a consumer. Therefore, the rights and protections provided to consumers under Indian consumer law do not apply to this Agreement.

1.3 Effective Date and Acceptance

This Agreement is effective on the earliest of: (a) the date the Client pays any part of the Fees; or (b) the date on which the Client otherwise indicates acceptance (e.g., clicking acceptance online).

By making payment or otherwise confirming acceptance, the Client acknowledges it has read, understands, and agrees to the terms herein. No further signature is required for the Agreement to be binding.

1.4 Purpose

Brad Advertising provides services relating to design, performnace marketing, social media seo, including but not limited to Conversion Rate Optimisation (CRO). This Agreement governs all such services the Client obtains from Brad Advertising, whether purchased on a monthly, quarterly, annual, project or ad-hoc basis.

1.5 Entire Relationship

Unless otherwise agreed in writing, this Agreement, together with any references or schedules attached or incorporated by reference (e.g., specific purchase pages on our website, proposals, or invoices), constitutes the entire agreement between the parties concerning the subject matter. It supersedes all prior oral or written agreements, understandings, or representations.

2. Definitions

Unless the context requires otherwise, the following capitalised terms shall have the meanings given below. Additional definitions may appear elsewhere in this Agreement:

2.1 “Agreement”

Refers to this Master Services Agreement, including any schedules, addenda, website references, proposals, or invoices that form part of the contractual relationship.

2.2 “Annual Program”

A discounted, upfront-paid package covering a 12-month period of Brad Advertising’s Services. The discount is contingent upon the Client’s commitment to the full 12-month term.

2.3 “Business Day”

Any day other than a Saturday, Sunday, or a public holiday in global on which banks in India/global are open for normal banking business.

2.4 “Client,” “you,” or “your”

The party purchasing or engaging Brad Advertising’s Services under this Agreement, exclusively for commercial or business purposes (not as a consumer).

2.5 “Confidential Information”

Any non-public, proprietary information disclosed by one party to the other in connection with this Agreement, whether in written, verbal, electronic, or any other form, which is either marked as “confidential” or should reasonably be understood to be confidential due to its nature.

2.6 “Deliverables”

All work products, designs, code, documents, or results produced by Brad Advertising under this Agreement.

2.7 “Fees”

All amounts payable by the Client to Brad Advertising under this Agreement, whether set out in an invoice, on Brad Advertising’s website, or in a specific proposal, including (where applicable) the Project basis, Annual Program fee, Quarterly Program fee or Monthly Program fee.

2.8 “Monthly Program”

A recurring monthly arrangement for Services, billed on a month-to-month basis at Brad Advertising’s standard rates, subject to the notice provisions in this Agreement.

2.9 “Services”

All work or activities performed by Brad Advertising for the Client, including but not limited to:

• Engineering services, smart automation, enterprise transformation, data & artificial intelligence, technology advisory, IT staff augmentation and design
• Shopify-focused CRO strategy and execution,
• Design and development work on Shopify themes or apps,
• Retention marketing, such as email and SMS campaigns,
• Consultancy, advisory, or other technical eCommerce support related to Shopify or associated third-party systems.

2.10 “Platforms & Software”

Refers to the eCommerce platform and ecosystem provided by Shopify Inc. and any related services, apps, or tools provided by third parties.

2.11 “Effective Date”

The date on which this Agreement becomes binding, as stipulated in Clause 1.3.

2.12 “Force Majeure Event”

Such events include, but are not limited to, natural disasters, strikes, acts of terrorism or war, civil unrest, pandemics, embargoes, governmental actions, or interruptions in power supply or telecommunications.

2.13 “Third-Party Apps”

This means any software, plugin, add-on, tool, or service created or provided by a third party (not by Brad Advertising or the Client) that integrates or interacts with the Platforms & Software or otherwise affects the Services.

2.14 “Quarterly Program”

A discounted, upfront-paid package covering a 3-month period of Brad Advertising’s Services. The discount is contingent upon the Client’s commitment to the full 3-month term.

3. Scope of Services

3.1 Overview

Brad Advertising shall provide the Services in a professional manner, using personnel, methods, and tools it deems fit. The Client acknowledges that Brad Advertising may rely on third-party tools, including the Platforms & Software and Third-Party Apps, for some functionalities.

3.2 Service Tiers and Packages

Annual Program: If the Client opts for an Annual Program, it shall prepay for 12 months at a discounted rate, subject to the terms on cancellations and refunds in Clause 4.4.2.

Projects Basis: If the Client opts for a Project basis one time  Program, it shall be billed at Brad Advertising’s then-current standard rates or mutually decided written

Monthly and Quarterly Program: If the Client opts for a Monthly or Quarterly Program, it shall be billed at Brad Advertising’s then-current standard rates.

Ad-hoc or Hourly: In some cases, the Client may purchase hours or discrete tasks on an ad-hoc basis, priced as stated by Brad Advertising’s online ordering process or invoice.

3.3 Discovery and Evolving Scope

For certain tasks, the initial phase may involve an audit or discovery process to identify improvements and subsequent steps. If additional Services are recommended beyond the purchased package, the Client may need to pay extra fees or upgrade its plan. Brad Advertising shall not be obliged to provide additional Services free of charge if they exceed the originally agreed scope or hours.

3.4 Dependencies and Client Obligations

The Client shall:

• Provide timely and accurate information, branding assets, or account access needed for Brad Advertising to perform.
• Maintain an active subscription, paying all associated costs.
• Secure any required licences or permissions for third-party apps.
• Any delays or failures by the Client to fulfil these obligations may impact delivery timelines and, where applicable, entitle Brad Advertising to adjust deadlines or charge additional fees.

3.5 No Guarantee of Outcomes

While Brad Advertising strives to improve the Client’s technology performance, no specific outcome (e.g., a particular increase in revenue or conversions) can be guaranteed. Results vary based on market conditions, competition, product offerings, and other variables outside Brad Advertising’s control. Accordingly, Brad Advertising disclaims any guarantee or warranty regarding specific levels of sales, revenue, conversions, or other financial outcomes resulting from the Services.

4. Fees, Payment, and Refund Policy

4.1 Fee Structure

Project Program: Billed as written agreed terms at Brad Advertising’s standard rates, payable by the due date stated in each invoice or as indicated on Brad Advertising’s website.

Monthly Program: Billed monthly at Brad Advertising’s standard rates, payable by the due date stated in each invoice or as indicated on Brad Advertising’s website.

Quarterly Program: Quarterly upfront payments covering 3 consecutive months of Services at a discounted rate.

Annual Program: A single, upfront payment covering 12 consecutive months of Services at a discounted rate.

Ad Hoc/Hourly: Invoices may be raised based on hours utilised, a flat project fee, or another structure specified in writing.

4.2 Payment Terms

• Deposit Payment (Project Kickoff & Securing Timeline)
• For large, Phased Projects, a non-refundable deposit is required to secure the project timeline and initiate work.
• Deposit invoices are to be paid within three (3) days of issuance.
• If the deposit is not paid within this period, Brad Advertising reserves the right to delay or cancel the project schedule.
• Invoicing & Payment Deadlines
• All invoices for standard services are issued upfront, prior to the commencement of work.
• Unless otherwise stated:
• Deposit invoices are due within three (3) days of issuance.
• Invoices for additional ad hoc work for existing Clients already on a Paid Plan are due within thirty (7) days of the invoice issuance.
• Payment Methods
• Payments for Pre-Packaged Monthly, Quarterly, and Annual Programs (as detailed on Brad Advertising’s Website), are made via Stripe (Online Checkout via Brad Advertising’s Website) or Bank Transfer.
• Payment for Custom Packaged Programs, Ad-hoc Work or Large-Scale Projects must be made via Bank Transfer only.
• The Client is responsible for any bank charges, transaction fees, or processing fees associated with the payment method chosen.
• Late Payment Consequences
• If payment is not received by the due date, Brad Advertising reserves the right to:
• Suspend Services until payment is received.
• Charge interest at 5.8% per month (or the maximum rate permitted by law) on overdue amounts.
• Recover any additional debt collection costs incurred due to non-payment.

4.3 Expenses

Any expenses incurred specifically for the Client’s benefit (e.g., purchase of specialised software subscriptions, paid plugins, or travel expenses) shall be reimbursed by the Client, provided Brad Advertising has obtained the Client’s prior written approval. If such expenses are significant, Brad Advertising may require prepayment or direct purchase by the Client.

4.4 Cancellation and Refunds

4.4.1 Monthly and Quarterly Programs

The Client may terminate the Monthly or Quarterly Program by giving, at a minimum, thirty (30) days written notice in accordance with Clause 11.

During the notice period, Monthly or Quarterly Fees remain payable in full, regardless of usage.

No refunds will be issued for partial use of a monthly or quarterly cycle or one project

If the Client fails to provide the required notice, they remain liable for Fees due within the notice period.

4.4.2 Annual Program (Discounted, Prepaid)

The Client may terminate the Yearly Program by giving 90 days written notice in accordance with Clause 11.

Commitment: By opting for the Annual Program, the Client commits to 12 months of Services at a discounted rate.

Early Cancellation: If the Client gives their 60-day written notice more than 90 days before the end of the 12-month term:

The discounted rate shall no longer apply.

Brad Advertising shall recalculate the Fees for the used portion of Services at the standard Quarterly Program rate (or another non-discounted rate if specified).

Following the recalculation, if there is an excess prepaid balance after deducting Fees for services already provided and the 60-day written notice period, this will be refunded to the client within 30 days of the recalculation.

No Partial Month or Quarter Refunds: If the Client cancels mid-month or mid-quarter, the entire period is charged in full at the applicable rate.

4.4.3 Cancellations and Refunds for Large Phased Projects

Scope of Cancellation Rights

• Large phased projects (including redesigns, development projects, and other custom services) are structured into phases, with each phase requiring separate payment.
• The Client acknowledges that once a phase has been scheduled and resources allocated, it cannot be cancelled without incurring a cancellation charge.
• A minimum of three (3) weeks’ written notice is required before cancellation takes effect.
• Cancellation Before a Phase Begins
• If the Client cancels before the next phase starts, they must still pay for three (4) weeks (1 Month) of that phase’s Fees as a cancellation notice charge.
• If the cancellation notice is given less than three (3) weeks before the phase start date, any scheduled work within that period is chargeable in full.
• Cancellation During an Active Phase

If the Client cancels a project after a phase has started, Fees will be calculated as follows:

• The Client shall pay for the proportion of the phase already completed (calculated on a straight-line basis based on the phase timeline).
• The Client shall also pay for an additional three (4) weeks of Fees as a notice period charge, even if this extends into the next phase.
• Example Calculation: If the Development phase is scheduled for 7 weeks and the Client cancels after 1 week, but the 3-week notice period extends into Week 4, the total payable amount would be 4/7 of the total Development phase Fees (1 week of completed work + 3 weeks of notice).
• Termination for Non-Payment or Delays
• If the Client fails to make a required payment or causes project delays exceeding 60 days without prior written agreement, Brad Advertising reserves the right to terminate the project.
• In such cases:
• All Fees paid remain non-refundable.
• Brad Advertising may invoice the Client for any additional costs incurred as a result of the Client’s delay or failure to pay.
• Ownership of Work Completed
• Upon cancellation, the Client shall only receive Deliverables for fully paid phases.
• Any unpaid work or draft materials shall remain the property of Brad Advertising unless otherwise agreed in writing.

4.4.4 No Obligation to Provide Refunds

Aside from Clauses 4.4.2 (Annual Program Refunds) and 4.4.3 (Large Phased Projects Cancellations), Brad Advertising shall not provide refunds for:

Services already rendered,

Partially used months or quarters in ongoing service programs,

Additional costs or expenses incurred by the Client, including but not limited to third-party software, integrations, or specialist resources procured on the Client’s behalf.

Refunds shall only be considered where explicitly stated in this Agreement.

4.5 Price Adjustments

Brad Advertising reserves the right to adjust its standard rates or pricing for upcoming contract periods or renewals. Unless otherwise specified by law, fee changes for monthly or annual plans will be notified at least 90 days before the start of the next billing cycle.

4.6 GST/VAT and Taxes

All Fees are exclusive of VAT (Value Added Tax) and any other applicable taxes, levies, or duties. Where applicable, VAT shall be added in accordance with UK law, and the Client agrees to pay any such amounts promptly. The Client is responsible for any taxes imposed by foreign jurisdictions if services are supplied cross-border.

5. Intellectual Property

5.1 Ownership of Pre-Existing IP

Each party retains ownership of all Intellectual Property Rights (IPRs) it owned or developed prior to the Effective Date of this Agreement or developed independently outside the scope of this Agreement. Nothing herein transfers either party’s pre-existing IPRs to the other party.

5.2 Ownership of Deliverables (Client-Specific Work)

Custom Deliverables: Subject to full payment of all applicable Fees, all bespoke or custom work products created specifically for the Client (e.g., new themes, unique code, graphics, branding assets) become the Client’s property upon delivery, to the extent permitted by law.

Assignment: Brad Advertising agrees to execute reasonable documents or take reasonable actions at the Client’s expense, if necessary, to confirm or perfect the Client’s ownership of such custom Deliverables, subject always to the payment obligations under Clause 4.

5.3 Brad Advertising’s Reusable Components

Background Tools: Brad Advertising retains all rights to any tools, libraries, frameworks, scripts, templates, or processes that (a) pre-date this Agreement, or (b) are developed or improved outside the scope of the Client’s custom requests.

Licence: Where Brad Advertising uses such Background Tools to deliver Services, Brad Advertising grants the Client a non-exclusive, non-transferable licence (without the right to sub-license) to use them solely as incorporated into the Deliverables for the Client’s internal business purposes on the Platforms & Software.

Open Source: Any open-source or third-party code included in the Deliverables remains subject to its original open-source or vendor licence terms. The Client agrees to abide by such terms.

5.4 Client Materials

The Client represents that any materials or information it provides to Brad Advertising (including logos, images, or text) do not infringe the rights of any third party. The Client grants Brad Advertising a limited, non-exclusive licence to use such materials for the purpose of providing the Services.

5.5 Moral Rights and Waivers

Where permissible by law, each party waives and/or will procure the waiver of any moral rights in any Deliverables created under this Agreement to the extent needed to give full effect to the ownership or licence arrangements agreed herein.

6. Confidentiality

6.1 Definition of Confidential Information

“Confidential Information” includes any non-public, proprietary information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is:

Clearly marked or identified as “confidential,” or

By its nature, would reasonably be considered confidential given the context of disclosure.

6.2 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available without the Receiving Party’s breach;
• Was already lawfully known to the Receiving Party before disclosure, as evidenced by its records;
• Is disclosed to the Receiving Party by a third party without breach of any confidentiality obligation; or
• Is independently developed by the Receiving Party without use of, or reference to, the Disclosing Party’s Confidential Information.

6.3 Obligations

Each Receiving Party shall:

• Use the Disclosing Party’s Confidential Information only for purposes of fulfilling its obligations under this Agreement;
• Maintain the Disclosing Party’s Confidential Information in strict confidence, applying at least the same degree of care as it uses for its own confidential materials, and in no event less than reasonable care;
• Not disclose any Confidential Information to any third party except employees, contractors, or advisers who have a need to know for performance under this Agreement and are bound by confidentiality obligations at least as protective as these terms; and
• Promptly notify the Disclosing Party if it becomes aware of any unauthorised use or disclosure of Confidential Information.

6.4 Disclosure Required by Law

If the Receiving Party is compelled by law, regulation, or court order to disclose any Confidential Information, it shall (to the extent permitted) give the Disclosing Party prior written notice of such requirement to allow the Disclosing Party to seek a protective order or otherwise oppose the disclosure.

6.5 Return or Destruction

Upon termination of this Agreement or upon the Disclosing Party’s request, the Receiving Party shall promptly return, delete, or destroy all Confidential Information (including all copies, notes, or extracts), except for any automatically generated backup files or where retention is required by law. In such cases, the Receiving Party shall keep the retained Confidential Information subject to these confidentiality obligations.

7. Warranties

7.1 Mutual Warranties

Each party warrants and represents that:

It has the legal right, power, and authority to enter into and perform under this Agreement; and

Its performance and obligations under this Agreement will not violate any other agreement or legal obligation.

7.2 Services Warranty

Brad Advertising warrants that it shall perform the Services in a professional and workmanlike manner, consistent with industry standards and using suitable personnel and resources.

7.3 Software/Code Warranty

Subject to the Client not modifying the code or using unapproved third parties, Brad Advertising will use reasonable efforts to fix any material bugs or defects that arise from Brad Advertising’s code within 30 days of delivering the code. The Client must report such defects in writing, providing enough detail to allow Brad Advertising to reproduce and diagnose the issue. This warranty does not extend to:

Errors or downtime caused by the Platforms & Software or any third-party apps;

Defects resulting from Client’s misuse or unauthorised modifications; or

Third-party code or open-source components, which are provided “as is.”

7.4 Disclaimer of Other Warranties

Except as expressly stated here, to the fullest extent permitted by law, Brad Advertising disclaims all other warranties or conditions, whether statutory, express, or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Client acknowledges that outcomes or results from CRO, marketing, or development are influenced by multiple external factors and that no specific improvements or success measures are guaranteed.

7.5 Client Warranties

The Client warrants that:

All materials and information it provides to Brad Advertising (including, but not limited to, images, data, text) do not infringe the rights of any third party;

It will comply with all applicable laws and regulations relevant to its use of the Services (including data protection laws, if relevant); and

It has the authority to grant Brad Advertising any necessary permissions or licences to perform the Services.

8. Liability

8.1 Limitation of Liability

To the maximum extent permitted by English law, Brad Advertising’s total aggregate liability (whether in contract, tort, negligence, statutory duty, or otherwise) arising out of or in connection with this Agreement shall not exceed an amount equal to the total Fees actually paid by the Client to Brad Advertising in the 12-month period preceding the event giving rise to the claim.

8.2 Exclusion of Certain Damages

Brad Advertising shall not be liable for any:

• Indirect, consequential, or special loss;
• Loss of profit, goodwill, or revenue;
• Loss of data or use;
• Loss of or damage to reputation; or
• Business interruption,
• arising from or in connection with this Agreement, even if Brad Advertising has been advised of the possibility of such losses.

8.3 No Liability for Third-Party Failures

Brad Advertising is not liable for:

• Downtime, errors, or loss caused by the Platforms & Software, third-party apps, or any external service providers;
• The Client’s own acts or omissions, or those of any third party acting on behalf of the Client without Brad Advertising’s prior written authorisation.

8.4 Reasonableness

The Client acknowledges and agrees that the restrictions on liability in this Clause 8 are reasonable in view of the nature of the Services, the fees charged, and the commercially sensitive information each party may rely upon. If any limitation or exclusion is deemed invalid, unenforceable, or illegal by a court, the remainder of this Clause 8 shall remain in effect to the fullest extent permissible.

8.5 Force Majeure

For reference only here (detailed further in Clause 12), Brad Advertising shall not be liable for any failure to perform or delay caused by circumstances beyond its reasonable control (e.g., natural disasters, strikes, pandemics, war, or government action).

9. Indemnification

9.1 Client Indemnity

The Client agrees to indemnify, defend (at Brad Advertising’s request), and hold harmless Brad Advertising, its directors, employees, contractors, and affiliates from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

The Client’s breach of any representation, warranty, or obligation under this Agreement;

Infringement or alleged infringement of a third party’s rights (including IPRs or data privacy rights) by any materials provided by the Client;

The Client’s misuse or unauthorised modification of Deliverables; or

The Client’s failure to comply with any relevant laws or regulations in its use of the Services or Deliverables.

9.2 Brad Advertising Indemnity

Brad Advertising agrees to indemnify and hold the Client harmless from and against any third-party claims that the custom Deliverables created solely by Brad Advertising infringe that third party’s UK-registered intellectual property rights, provided that the Client (a) promptly notifies Brad Advertising of the claim, (b) grants Brad Advertising the right to control the defence and settlement of the claim, and (c) cooperates fully in defending any such claim. This indemnity does not apply to claims arising from Client-provided materials, third-party software, or modifications made by the Client without Brad Advertising’s approval.

9.3 Procedures

The indemnified party shall (a) promptly notify the indemnifying party of any claim; (b) not make any admissions or statements that might prejudice the indemnifying party’s defence; and (c) give the indemnifying party reasonable assistance at its own expense (except as otherwise provided in the indemnity terms).

10. Non-Solicitation

10.1 Non-Solicitation of Personnel

The Client agrees that during the term of this Agreement and for a period of 12 months following its termination or expiration, it shall not, directly or indirectly, solicit, entice, or hire any person who is or was employed or contracted by Brad Advertising and involved in providing the Services. This restriction shall not apply where the individual applies via a general, non-targeted recruitment process, provided that the Client can reasonably demonstrate that no direct or indirect solicitation took place.

10.2 Remedy for Breach

If the Client breaches this Clause 10, the Client shall pay Brad Advertising an amount equal to 50% of the hired individual’s total annual remuneration (or projected annual remuneration if the individual was a contractor). The parties agree this sum represents a genuine pre-estimate of Brad Advertising’s losses, including recruitment costs and disruption, and does not constitute a penalty.

11. Term and Termination

11.1 Term

This Agreement commences on the Effective Date (as defined in Clause 1.3) and continues until terminated in accordance with its provisions.

11.2 Termination for Convenience

• Monthly and Quarterly Programs:
• The Client may terminate its Monthly or Quarterly Program by giving, at a minimum, thirty (30) days written notice, as referenced in Clause 4.4.1.
• Fees remain payable in full during the notice period. No refunds will be issued for partial use of a month or quarter.
• Annual Program:
• The Client may terminate its Yearly Program by giving ninety (90) days written notice, as referenced in Clause 4.4.2.
• If the Client selects an Annual Program and wishes to terminate more than 180 days before the term ends, the recalculation and refund procedure in Clause 4.4.2 applies.
• Large Phased Projects (Including Redesigns & Development Work):
• If the Client terminates a Large Phased Project, the payment obligations in Clause 4.4.3 shall apply, including the requirement to pay for:
• Any work completed up to the termination date (calculated on a straight-line basis).
• A three (3) week notice period charge covering the next phase or any active phase.
• To terminate a phased project, the client must provide a minimum of three (3) weeks’ written notice.
• Ad Hoc/Hourly Work:
• Either party may terminate an Ad Hoc or Hourly engagement upon 30 days written notice unless otherwise specified in the relevant purchase or invoice.
• The Client remains liable for all Fees for work completed up to the termination date.
• No refunds shall be issued for partially completed tasks unless otherwise agreed in writing.

11.3 Termination for Breach

Either party may terminate this Agreement immediately if the other party:

Materially breaches a term of this Agreement (including non-payment), and fails to remedy the breach within 14 days of receiving written notice; or

Engages in conduct that is fraudulent, illegal, or poses an unacceptable risk to the terminating party’s reputation or business operations.

11.4 Termination for Insolvency

Either party may terminate immediately if the other:

Becomes insolvent, enters administration or liquidation, or has a receiver or manager appointed over its assets;

Makes any arrangement with creditors; or

Ceases or threatens to cease trading.

11.5 Effects of Termination

Upon termination or expiration of this Agreement for any reason:

• Accrued Fees: The Client shall promptly pay any outstanding Fees for Services performed up to the effective date of termination (including any notice period).
• Refunds & Recalculation: If the Agreement is terminated prematurely, the applicable procedure in Clause 4.4 governs.
• Deliverables: Brad Advertising shall deliver to the Client any Deliverables fully paid for. Brad Advertising may withhold delivery if Fees remain outstanding.
• Confidential Information: Each party shall return or destroy the other party’s Confidential Information as required by Clause 6.5.
• Licences: Any licence granted to the Client for Brad Advertising’s Background Tools (Clause 5.3) may terminate unless the Fees related to those Deliverables are fully paid.
• 11.6 Survival
• Clauses that by their nature are intended to survive termination (including, but not limited to, Intellectual Property, Confidentiality, Indemnification, Limitations of Liability, and Non-Solicitation) shall continue in full force and effect after termination.

12. Force Majeure

• 12.1 Liability
• Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) if such delay or failure results from events, circumstances, or causes beyond its reasonable control (a “Force Majeure Event”).
• 12.2 Notice and Mitigation
• A party claiming a Force Majeure Event shall promptly notify the other party in writing, specifying the nature of the event and its expected duration. Both parties shall use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of their obligations.
• 12.3 Right to Terminate
• If a Force Majeure Event continues for a period exceeding 60 days and materially affects the ability of a party to perform its obligations, either party may terminate this Agreement immediately upon written notice to the other, without further liability (except for any Fees payable for Services already rendered). Any Fees prepaid for services not yet rendered as of the date of termination shall be refunded, less any non-refundable expenses incurred by Brad Advertising up to that date.

13. Dispute Resolution

• 13.1 Good-Faith Negotiation
• If any dispute arises between the parties in connection with this Agreement, the parties shall first attempt to resolve it by good-faith negotiation. Each party shall escalate the dispute internally to a management representative with the authority to settle the matter.
• 13.2 Mediation
• If the dispute is not resolved within 30 days of a written request for good-faith negotiations, either party may refer the dispute to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure (or similar reputable mediation service). Each party shall share the mediation costs equally, unless agreed otherwise.
• 13.3 Litigation / Injunctive Relief
• Nothing in this Agreement prevents either party from seeking immediate injunctive or other equitable relief in a court of competent jurisdiction (particularly regarding Intellectual Property or Confidentiality breaches). If mediation fails or is not pursued, the parties shall submit to the exclusive jurisdiction of the courts of England and Wales, as set out in Clause 15.
• 13.4 Continued Performance
• The parties shall continue performing their obligations under this Agreement during any dispute resolution process unless the Agreement is otherwise lawfully terminated.

14. Additional Provisions

14.1 Assignment and Subcontracting

Client Assignment: The Client shall not assign, transfer, or deal in any other manner with its rights or obligations under this Agreement without Brad Advertising’s prior written consent.

Brad Advertising Subcontracting: Brad Advertising may engage subcontractors or third-party service providers to perform parts of the Services, provided Brad Advertising remains responsible for their performance as if performed by Brad Advertising itself.

14.2 Severability

If any provision (or part of a provision) in this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision (or relevant part) is deemed severed, and the remainder of the Agreement remains valid and enforceable.

14.3 No Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of such right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. A waiver must be in writing and signed by the party waiving its rights.

14.4 Independent Contractors

Nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship between the parties. Brad Advertising is an independent contractor, and neither party has the authority to act on behalf of, or otherwise bind, the other in any way.

14.5 Third-Party Rights

Unless expressly stated, this Agreement does not confer any rights on any person or entity that is not a party to it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

14.6 Further Assurances

Each party shall perform all such further acts, deeds, or things, and execute any additional documents as may be reasonably required to achieve the purposes of this Agreement.

14.7 Publicity and Marketing

Brad Advertising may reference the Client’s name, logo, or project in its promotional materials or portfolio, provided it does not disclose any Confidential Information or sensitive data. If the Client objects in writing, Brad Advertising shall remove or discontinue specific references where commercially reasonable to do so.

12.8 Data Protection

Where Brad Advertising processes personal data on the Client’s behalf, both parties shall comply with applicable data protection laws, including the UK Data Protection Act 2018 and, if relevant, the GDPR.

Brad Advertising acts as a ‘data processor’ and the Client as a ‘data controller’ under the UK GDPR and Data Protection Act 2018.

Both parties shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risks associated with processing personal data.

Upon request, the parties will enter into a Data Processing Agreement setting out additional obligations, security measures, and procedures.

Each party agrees to indemnify the other for breaches of data protection law directly attributable to its own acts or omissions, subject to the limitations of liability outlined in Clause 8.

15. Governing Law and Jurisdiction

15.1 Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

15.2 Jurisdiction

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.

16. Notices

16.1 Form of Notices

All notices, requests, demands, and other communications under or in connection with this Agreement must be made in writing and delivered by email or postal mail (tracked or recorded recommended).

16.2 Addresses

Each party shall provide the other with a valid email address and/or postal address for receiving notices. Changes to these details must be communicated promptly in writing.

16.3 Deemed Receipt

Email: An email shall be deemed received on the day it is sent, provided that:

It is sent on a Business Day before 5:00 pm GMT;

• No automated error or bounce message is received by the sender; and
• The sender retains proof of successful transmission, such as a delivery receipt or an email acknowledgement from the recipient.
• If the email is sent after 5:00 pm IST or on a non-business Day, it will be deemed received at 9:00 am on the next Business Day.
• Postal Mail: A notice sent by postal mail shall be deemed received:
• Two (2) Business Days after it is posted if sent within the UK; or
• Five (5) Business Days after it is posted if sent internationally.
• The sender must retain proof of posting, such as a certificate of posting or tracking confirmation. Delivery shall only be valid upon evidence of signed receipt or recorded delivery confirmation.

17. Entire Agreement

17.1 Integrated Contract

This Agreement (including all Schedules, Exhibits, Appendices, references, and any documents incorporated by reference) constitutes the entire agreement between the parties with respect to its subject matter. It supersedes all prior negotiations, understandings, or agreements, whether oral or written.

17.2 No Reliance

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, warranty, or understanding (whether negligently or innocently made) that is not expressly set out in this Agreement.

17.3 Amendments

No modification or amendment to this Agreement shall be valid unless it is in writing and signed by an authorised representative of both parties (or, in the case of online terms, clearly accepted by the Client in a manner authorised by Brad Advertising, such as a digital clickwrap or updated invoice acceptance).

18. Acceptance by Payment

18.1 Online Purchase or Invoice Payment

The Client acknowledges and agrees that by:

• Paying any invoice from Brad Advertising for the Services covered by this Agreement; or
• Completing an online purchase or checkout process on Brad Advertising’s website;
• The Client is deemed to have read and accepted all the terms of this Master Services Agreement, and no separate signature shall be required to make the Agreement legally binding.

18.2 No Purchase without Acceptance

If the Client does not agree to these terms, the Client must not pay any invoice or proceed with any online purchase of Brad Advertising’s Services. If payment is made, the Agreement is deemed fully accepted.

Signatures (Optional)

If you require a signed copy for record-keeping or compliance purposes, please request this via email to hello@bradadvertising.com. If not already established under Clause 1.3, the date of the last signature or the date of payment (whichever is earliest) shall be deemed the Effective Date.