The below terms and conditions shall apply to all purchases by an Advertiser of Audience Targeted Advertising through:

(i) placement of a Draft Order directly with Octave; and
(ii) placement of an Indirect Order through a third party platform,

and to the delivery of the relevant Advertisement and/or Campaign as detailed in the corresponding Order.

1. INTERPRETATION AND DEFINITIONS 
   1.1 Acceptance – has the meaning as set out in clause 4.2 and “Accepted” shall be construed accordingly;
   1.2 Advertisement – the audio advertising material to be disseminated by the Media Owner(s) as specified in the Order;
   1.3 Advertiser – a company or person (as the case may be) who wishes to disseminate an Advertisement by means of Audience Targeted Advertising, including any media buyer or agency acting on a Client’s behalf;
   1.4 Advertiser Materials – any materials independently developed by or on behalf of the Advertiser outside of the scope of this Agreement (including the Assets);
   1.5 Affected Party – has the meaning as set out in clause 15.1;
   1.6 Agreed Personal Data – has the meaning given to it in clause 12.1;
   1.7 Agreement – these terms and conditions together with the Order; 
   1.8 Applicable Law – the BCAP Code, all RadioCentre guidelines, all relevant codes under the general supervision of the Advertising Standards Authority and all other relevant laws, regulations and codes of practice applicable and for the time being in force in the United Kingdom, including (but without limitation) those governing privacy and the collection, storage and processing of personal data;
   1.9 Assets – any and all audio, digital files and accompanying product, brand or other information, provided by the Advertiser which is used for or incorporated into an Advertisement; 
   1.10 Audience Segment(s) – one or more group(s) of listeners having one or more common features (e.g. estimated age, social-economic status or time of listening), as identified in an Order, to whom the Advertiser wishes their Advertisement(s) to be targeted;
   1.11 Audience Targeted Advertising – the sale by Octave (whether directly or indirectly) of Inventory by reference to one or more Audience Segments, irrespective of which particular Digital Radio Station or podcast the listeners forming part of the relevant Audience Segment(s) are listening to, and excludes the sale of advertising targeted at listeners to a particular Digital Radio Station or podcast;
   1.12 Business Day – a day (other than a Saturday or Sunday) on which banks are open for general business in London;
   1.13 Campaign – the promotional campaign detailed in the Order consisting of a series of Advertisements;
   1.14 Campaign End Date – the final day of the Campaign Period, as detailed in the Order, or (if not detailed on the Order) the date that the last Advertisement for the Campaign is disseminated by a Media Owner pursuant to this Agreement;
   1.15 Campaign Period – the period agreed between the Parties during which the Campaign will run, as detailed in the Order;
   1.16 Campaign Start Date – the start date of the Campaign as detailed in the Order or (if not detailed on the Order) the date that the first Advertisement for the Campaign is disseminated by a Media Owner pursuant to this Agreement;
   1.17 Change of Control – in respect of any company, if a person who directly or indirectly has Control of the company at the date of this Agreement ceases to do so or if a person obtains, directly or indirectly, Control of the company after the date of this Agreement;
   1.18 Charges – the sum payable to Octave in consideration for Audience Targeted Advertising purchased by an Advertiser pursuant to an Order;
   1.19 Client – where the Advertiser is an advertising agency or media buyer, the advertiser client on whose behalf such advertising agency or media buyer is purchasing Audience Targeted Advertising pursuant to this Agreement;
   1.20 Confidential Information – has the meaning as set out in clause 16.1.
   1.21 Control – the power of a person to secure, directly or indirectly, (whether by the holding of shares, possession of voting rights or by virtue of any other power conferred by the articles of association, constitution, partnership deed or other documents regulating another person or otherwise) that the affairs of such other person are conducted in accordance with his or its wishes;
   1.22 Data Protection Legislation – (i) Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “GDPR“); (ii) the Data Protection Act 2018; and (iii) any other applicable legislation in force from time to time in the UK relating to privacy or the processing of personal data;
   1.23 Defaulting Party – has the meaning as set out in clause 13.2;
   1.24 Deliverables – the deliverables as specified in the Order;
   1.25 Digital Radio Station – a radio station (including all webcasts and simulcasts) which is streamed via an internet connection (including streaming via a mobile application);
   1.26 Disclosed Representative – has the meaning as set out in 16.2.
   1.27 Disclosing Party – has the meaning as set out in clause 16.1.
   1.28 Dispute – has the meaning as set out in clause 17.18;
   1.29 Draft Order – a request to purchase Audience Targeted Advertising submitted by an Advertiser directly to Octave (i.e. excluding Indirect Orders), containing details of the Advertisement or Campaign (and which may or may not follow the form of the template at Appendix 1 to these terms and conditions); 
   1.30 Force Majeure Event – in relation to any Party, any act, event or circumstance, to the extent to which the cause of such act, event or circumstance is not of such Party’s making nor within that Party’s reasonable control, including but not limited to:
   1.30.1 an act of God; 
   1.30.2 fire, flood, typhoon, tsunami, volcanic activity, earthquake or extreme weather conditions;
   1.30.3 war, hostilities, invasion, coup, guerrilla activity, sanctions or blockade; 
   1.30.4 terrorist acts;
   1.30.5 riot, insurrection, civil commotion, public demonstration, sabotage, embargo or acts of vandalism;
   1.30.6 any action taken by a Regulatory Authority;
   1.30.7 technical system failures which would prevent the placement or receipt of Orders or the dissemination of an Advertisement as envisaged in any Order;
   1.30.8 any strike, lock out or other industrial trade dispute or action; and
   1.30.9 any epidemic or pandemic.
   1.31 GDPR – has the meaning as set out in clause 1.21.
   1.32 Impressions – the total number of times each Advertisement is likely to have been heard based on the figures reported by Octave’s adserver(s);
   1.33 Indirect Order – a request to purchase Audience Targeted Advertising submitted by an Advertiser through a third party platform; 
   1.34 Intellectual Property Rights – all inventions (whether patentable or not), design rights, database rights, copyright, moral rights, semiconductor topography rights, unregistered trade and service marks, logos, get-up and trade names and, in each case, the goodwill attaching to them, all Registered Intellectual Property Rights, know-how, and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which subsist anywhere in the world;
   1.35 Inventory – available advertising space in respect of one or more digital radio stations and/or podcasts which has been made available by Media Owners to Octave; 
   1.36 Media Owner – an owner or operator of Inventory;
   1.37 Notice – has the meaning as set out in clause 17.15;
   1.38 Non-Defaulting Party – has the meaning as set out in clause 13.2;
   1.39 Octave – Octave IP Limited, a company incorporated in England (registered number 12395152) and whose registered office is Media House Peterborough Business Park, Lynch Wood, Peterborough, United Kingdom, PE2 6EA, trading as Octave Audio.
   1.40 Octave Materials – any materials independently developed by or on behalf of Octave outside of the scope of this Agreement;
   1.41 Octave Privacy Notice – the Octave privacy notice set out at octaveip.com/policy/ (as may be updated by Octave from time to time and provided to the Advertiser);
   1.42 Order – either:
   1.42.1 a Draft Order as Accepted pursuant to clause 4.2 and (if applicable) modified pursuant to clause 4.4; or
   1.42.2 an Indirect Order;
   1.43 Parties – Octave and the Advertiser (and Party shall be construed accordingly)
   1.44 Personal Data – has the meaning given to it in Data Protection Legislation.
   1.45 Receiving Party – has the meaning as set out in clause 16.1.
   1.46 Registered Intellectual Property Rights – all patents, utility models, registered designs, registered copyrights, registered trade and service marks and domain names, together with:
   1.46.1 the goodwill attaching to any of the foregoing;
   1.46.2 any applications for registration and rights to grant of any of the foregoing; and
   1.46.3 any rights or forms of protection of a similar nature to any of the foregoing anywhere in the world;
   1.47 Regulatory Authority – any regulatory or governmental body, including the European Commission, the Office of Communications, the Competition and Markets Authority, and the Advertising Standards Authority, responsible for enforcing Applicable Laws or otherwise having jurisdiction over the activities of either Party;
   1.48 Term – has the meaning as set out in clause 5.1.
   1.49 Value Added Tax or VAT – within the European Union, such tax as may be levied in accordance with (but subject to derogations from) Directive 2006/112/EC and, outside the European Union, any similar tax levied by reference to added value or sales; and

Interpretation

1.50 Schedule etc.
In this Agreement, except where the context otherwise requires:
1.50.1 a reference to a Clause or Appendix is, unless indicated to the contrary, a reference to a Clause or Appendix of this Agreement; and
1.50.1 any reference to this Agreement includes the Appendices to it, each of which forms part of this Agreement for all purposes.
1.51 Statutory references
A reference to an enactment, EU instrument or statutory provision shall include a reference to any subordinate legislation made under the relevant enactment, EU instrument or statutory provision and is a reference to that enactment, EU instrument, statutory provision or subordinate legislation as from time to time amended, modified, incorporated or reproduced and to any enactment, EU instrument, statutory provision or subordinate legislation that from time to time (with or without modifications) re-enacts, replaces, consolidates, incorporates or reproduces it. 
1.52 References to the singular etc.
Save where the context otherwise requires, the singular includes the plural and vice versa and reference to any gender includes a reference to all other genders.
1.53 Headings
Save where the context otherwise requires, headings and the use of bold typeface shall be ignored.
1.54 References to a person
Save where the context otherwise requires, a reference to a person includes a reference to a firm, a body corporate, an unincorporated association or to a person’s executors or administrators.
1.55 Writing
Save where the context otherwise requires, references to writing shall include any typewriting, printing, lithography, photography and any other modes of representing or reproducing words in a legible and non-transitory form and documents and information sent or supplied in electronic form are “in writing” for the purpose of this Agreement.
1.56 References to agreements
Save where the context otherwise requires, references in this Agreement to any other agreement or other instrument (other than an enactment or statutory provision) shall be deemed to be references to such agreement or instrument as from time to time amended, varied, supplemented, substituted, novated or assigned.
1.57 Meaning of includes and including 
“Includes” and “including” shall be construed without limitation.

2. EXCLUSION OF OTHER TERMS
   2.1 In respect of the purchase of Audience Targeted Advertising by an Advertiser, the provisions of this Agreement shall apply to the exclusion of any other terms and conditions which:
   2.1.1 may be submitted by the Advertiser to Octave in connection with any Draft Order; or 
   2.1.2 may be provided by any third party to the Advertiser when submitting an Order.
   
3. NATURE OF AUDIENCE TARGETED ADVERTISING
   3.1 The Advertiser acknowledges and agrees that Advertisements are served by Octave on the basis of one or more Audience Segments and that the Advertiser will not be able to choose in advance the particular Digital Radio Stations and/or podcasts on which the Advertisements will be served (though Octave may, if requested as part of the Order, provide reporting at the end of the Campaign as to the Digital Radio Stations and/or podcasts on which the Advertisements were ultimately disseminated).
   
4. ORDERS
   4.1 Octave will use reasonable endeavours to notify the Advertiser before any Campaign is due to go live if the requested Audience Segment(s) is / are no longer available.
   4.2 Acceptance of a Draft Order or Indirect Order shall occur either when Octave notifies the Advertiser in writing (including email) that such Draft Order or Indirect Order has been accepted or (in the absence of such notification) upon the dissemination of the first Advertisement by a Media Owner (“Acceptance”).
   4.3 The Acceptance of a Draft Order or Indirect Order by Octave pursuant to clause 4.2 shall create a binding Agreement between Octave and the Advertiser comprising these terms and conditions together with the Order.
   4.4 Any modifications to the Order will not be binding unless approved in writing by both the Advertiser and Octave.
   4.5 If there is any conflict between these terms and conditions and the Order, the Order shall prevail.
   
5. TERM
   5.1 This Agreement shall commence on the date of Acceptance and shall continue until the Campaign End Date (the “Term”), unless it terminated earlier in accordance with clause 13 (Termination and Cancellation) of this Agreement.
   
6. RIGHTS AND OBLIGATIONS OF OCTAVE
   6.1 Subject to clauses 6.2 to 6.3, Octave shall  procure that the Advertisements are disseminated and communicated to the relevant Audience Segment(s) in each case in accordance with the Order.
   6.2 Octave will use reasonable endeavours to comply with any reasonable instructions and preferences which are agreed in advance in the Order and to deliver the agreed number of Impressions for the Advertisement. The Parties acknowledge and agree that the Impression figures provided to Octave by its adserver(s) shall be final and binding upon the Parties.
   6.3 Octave may, in its sole discretion and without liability to the Advertiser, refuse to disseminate an Advertisement or any Assets, or if dissemination has already commenced it may refuse a future dissemination or require the Advertisement or Assets to be amended prior to any future dissemination, to: 
   6.3.1 comply with any legal or moral obligations placed on Octave, any Media Owner or the Advertiser;
   6.3.2 avoid, or attempt to avoid, infringing a third party’s rights or Applicable Law;
   6.3.3 avoid or remedy the potential risk of bringing Octave or any Media Owner into disrepute or harming its reputation;
   6.3.4 avoid the breach of Octave’s or any Media Owner’s internal policies or brand guidelines, including any technical specifications; or
   6.3.5 comply with any other standards or guidelines of Octave or any Media Owner, including this Agreement.
   
7. RIGHTS AND OBLIGATIONS OF THE ADVERTISER
   7.1 The Advertiser shall cooperate with Octave to agree appropriate timeframes for delivery of Assets to Octave. Delivery deadlines shall be agreed between Octave and the Advertiser and recorded in writing, email being sufficient for such purposes. In the absence of such agreement regarding delivery deadlines, the Advertiser shall deliver to Octave all Assets required for a Campaign, together with all relevant ancillary documentation (including RadioCentre approvals where applicable) in accordance with the deadlines and any other requirements set out at octaveip.com/ad-formats-and-specs/.
   7.2 The Advertiser shall ensure that, at its own cost, the broadcast and other technical systems of the Advertiser, as applicable, enable it to supply Assets digitally and that it has all the necessary interfaces between its technology systems, Octave’s technology systems and the Media Owners’ technology systems. 
   7.3 The Advertiser shall pay the Charges in accordance with clause 8 (Charges and Payment).
   7.4 In respect of all communications and queries relating to Audience Targeted Advertising on Digital Radio Stations and/or podcasts under this Agreement, the Advertiser shall contact Octave and shall not contact Media Owners directly.
   7.5 Where the entity submitting a Draft Order or Indirect Order is an advertising agency or media buyer, subject to clause 12.1, that agency or media buyer shall: 
   7.5.1 notify Octave of the identity of its Client;
   7.5.2 provide Octave with evidence of the Client’s acknowledgement of the terms of this Agreement (including in particular clause 12.1) together with all other information as Octave may reasonably require in connection with the advertising agency’s or media buyer’s appointment by the Client;
   7.5.3 be deemed to be the Advertiser for the purposes of this Agreement; 
   7.5.4 be deemed to be submitting the Draft Order or Indirect Order and entering into this Agreement acting as principal, such that this Agreement shall be between Octave and such agency or media buyer; and
   7.5.5 be responsible for compliance with all obligations of the Advertiser under this Agreement (including, in particular, payment of all amounts owed by the Advertiser under this Agreement).
   
8. CHARGES AND PAYMENT 
   8.1 The Advertiser shall pay Octave the Charges in accordance with the payment terms in the Order.
   8.2 Octave shall invoice the Advertiser for the Charges and the Advertiser shall pay such Charges by the payment date stated on the invoice (or if the invoice does not state a payment date then payment shall be due within 30 days of the invoice date), provided that payment of all Charges for the first month of the Campaign will be due, in clear funds, before the Campaign Start Date.
   8.3 In the event that credit is not approved in respect of an Advertiser, the Advertiser shall pay the Charges to Octave in advance of the dissemination of any Advertisement in accordance with Octave’s instructions (including as to the timing of such payment).
   8.4 Payment must be made to Octave in pounds sterling to such account as designated by Octave on the invoice. 
   8.5 All Charges are exclusive of Value Added Tax which shall be payable in addition and at the rate from time to time in force. 
   8.6 For the purposes of this Agreement, time of payment shall be of the essence. 
   8.7 If the Charges due from the Advertiser to Octave are not paid in accordance with these payment terms, then without prejudice to any other rights and remedies of Octave, the Advertiser shall pay to Octave interest on the amount outstanding from the date due until payment is made at the rate of four per cent (4%) per annum above the base rate as stated by Barclays Bank Plc in the United Kingdom compounded at monthly intervals.
   
9. REPORTING
   9.1 Octave will make such reports available, at such time and frequency, as set out in the Order.
   
10. INTELLECTUAL PROPERTY RIGHTS 
    10.1 All Intellectual Property Rights subsisting in the Octave Materials shall at all times remain vested in Octave and nothing in this Agreement shall be construed as an assignment by Octave of such Intellectual Property Rights and all goodwill arising in or generated by the use of such Intellectual Property Rights will accrue to and inure to the benefit of Octave. The Advertiser must obtain Octave’s written consent to use any Octave Materials (or related Intellectual Property Rights) during or after the Term and Octave reserves the right to charge the Advertiser for such use.
    10.2 All Intellectual Property Rights subsisting in the Advertiser Materials shall at all times remain vested in the Advertiser and nothing in this Agreement shall be construed as an assignment by the Advertiser of such Intellectual Property Rights and all goodwill arising in or generated by the use of such Intellectual Property Rights will accrue to and inure to the benefit of the Advertiser. Subject to clause 10.3, Octave must obtain the Advertiser’s written consent to use any Advertiser Materials (or related Intellectual Property Rights) during or after the Term and the Advertiser reserves the right to charge Octave for such use.
    10.3 The Advertiser hereby grants Octave a non-exclusive, royalty-free licence during the Term to use and reproduce all Intellectual Property Rights subsisting in the Assets for delivery of the Advertisement or Campaign pursuant to this Agreement and/or for any other purpose in connection with the fulfilment of Octave’s obligations under this Agreement.
    10.4 At the end of the Term, Octave shall no longer be entitled to use the Advertiser’s Assets or Intellectual Property Rights, save that the Advertiser hereby grants Octave a perpetual and royalty-free licence to use the Assets, as the same may appear within the Advertisements, for Octave’s internal business uses and to promote its advertising services to other potential advertisers.
    
11. WARRANTIES
    11.1 Each Party represents and warrants that:
    11.1.1 it is duly constituted, organised and validly existing under the laws of the country of its incorporation;
    11.1.2 it has the legal right and full power and authority to execute and deliver, and to exercise its rights and perform its obligations under, this Agreement and all the documents which are to be executed by it as envisaged by this Agreement;
    11.1.3 nothing contained in this Agreement will result in a breach of any provisions of its constitutional documents or result in a breach of any agreement, licence or other instrument, order, judgment or decree of any court, governmental agency or regulatory body to which it is bound;
    11.1.4 it will perform its obligations under this Agreement with all reasonable skill and care and in accordance with all Applicable Laws; and
    11.1.5 it has obtained and will maintain, as necessary, all licences, permissions and consents required for it to enter and perform its obligations under this Agreement.
    11.2 Octave represents, warrants and undertakes that it has the necessary rights to sell Audience Targeted Advertising in accordance with the Order subject to the terms of this Agreement.
    11.3 The Advertiser represents, warrants and undertakes that: 
    11.3.1 it has obtained all rights, permits, licences and clearances (and shall pay all costs, royalties and expenses related to the same):
    (a) necessary for Octave’s exploitation of the Assets for the purposes of the  Campaign; and
    (b)the dissemination of the Assets on the Digital Radio Stations and/or podcasts listed at octaveip.com/allowlist/, in each case in accordance with this Agreement, and nothing contained in the Assets will violate or infringe any third party Intellectual Property Rights, privacy, moral, or other proprietary rights;
    11.3.2 there are and shall be no claims, demands, liens, encumbrances or rights of any kind in the Assets resulting from any act or omission of the Advertiser, which can or will impair or interfere with the rights of Octave under this Agreement;
    11.3.3 all information supplied to Octave for use in connection with an Advertisement (including that which is contained within Assets) is accurate, complete and true; 
    11.3.4 in respect of any Assets which contain the name, voice or other contribution of a living person, the Advertiser has obtained the authority of such living person to make use of their name, voice or contribution for the purposes of the Campaign; 
    11.3.5 in relation to any financial promotion (as defined in the glossary to the FCA Handbook published by the Financial Conduct Authority), either the Advertiser is, or the Advertisement or Campaign (as applicable) as a whole has been approved by, an authorised person (as defined in the glossary to the FCA Handbook published by the Financial Conduct Authority) or the Advertisement is otherwise permitted by Applicable Law; 
    11.3.6 the Assets do not contain viruses, bugs, worms, Trojan horses, disabling, lock out or otherwise malicious code or other form of defect or contamination which could cause temporary or permanent damage to or will otherwise impair or harm or cause the malfunction of the software or hardware of any platforms by means of which Advertisements will be delivered pursuant to this Agreement;  
    11.3.7 during the Term, it will not knowingly do or say anything which is intended or is reasonably likely to cause harm to Octave’s or any Media Owner’s reputation or to otherwise bring Octave, any Media Owner, or its or their media platforms or brands into disrepute;
    11.3.8 the submission of a Draft Order shall constitute an undertaking by the Advertiser to Octave that the Advertisement and associated Assets:
    (a)comply with all relevant consumer protection legislation and advertising codes (including the BCAP Code); and
    (b)do not contain or promote illegal activities, hate speech, pornography, profanity, obscenity, sexually explicit material or material that is blasphemous, defamatory or otherwise legally actionable under any civil or criminal laws in force in any legal jurisdiction from which the Advertisement will be accessible or which might bring Octave or any Media Owner into disrepute.
    
12. LIABILITY 
    12.1 Where the Advertiser is an advertising agency or media buyer pursuant to clause 7.5, such advertising agency or media buyer (as applicable) and its Client shall be jointly and severally liable for all amounts due under this Agreement.
    12.2 The Advertiser must notify any complaint, claim or query (whether in relation to an Advertisement or an invoice) to Octave in writing (email being sufficient for such purposes) within ten (10) days of either:
    12.2.1 the dissemination of the Advertisement;
    12.2.2 the date on which it is claimed the Advertisement should have been disseminated; or 
    12.2.3 the date of receipt by the Advertiser of the invoice giving rise to the complaint, claim or query. 
    The raising of a complaint, claim or query shall not affect the Advertiser’s liability to pay all Charges.
    12.3 Subject to clause 12.5:
    12.3.1 this clause 12 sets out the entire liability of one Party to the other and all other liability is excluded;
    12.3.2 Octave shall not be liable to the Advertiser:
    (a) for the correctness and factual accuracy of each Advertisement, or for the repetition of an error in an Advertisement ordered for more than one dissemination;
    (b) if the success of the Advertisement or Campaign is less than anticipated;
    (c) for any failure or delay in performing its obligations under this Agreement as a result of any act or omission of any Media Owner; or
    (d) for the failure, corruption, interruption, downtime, virus or malfunction of any radio station, podcast or other software or hardware platform, including any third party media platform, used to deliver any Advertisement or Campaign.
    12.3.3 Octave shall not be liable to the Advertiser for:
    (a) loss of profits;
    (b) loss of business;
    (c) loss of goodwill;
    (d) loss of anticipated savings;
    (e) loss of goods;
    (f) loss of contract;
    (g) loss of use; or
    (h) loss or corruption of data or information,
    in each case whether direct or indirect, nor shall Octave be liable to the Advertiser for any special, indirect or consequential loss, costs, damages, charges or expenses.
    12.4 Subject to clause 12.5 and to the maximum extent permitted by law, Octave’s aggregate liability, whether in contract (including under any warranty), tort (including negligence), under any statute or otherwise, under or in connection with this Agreement shall be limited to 100% of the Charges paid or payable for the Advertisement or Campaign in question. 
    12.5 The Advertiser shall at all times indemnify and keep indemnified Octave and any Media Owner from and against all losses, costs, claims, damages or expenses suffered or incurred by Octave or any Media Owner (as applicable) to the extent related to or arising directly or indirectly out of or in connection with the Advertiser’s breach or non-performance of any representation, warranty or other term of this Agreement.
    12.6 The limits on liability set out in this Agreement shall not apply in respect of:
    12.6.1 any liability for death or personal injury resulting from a Party’s negligence;
    12.6.2 any liability for fraud or fraudulent misrepresentation by a Party;
    12.6.3 any breach of the obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or
    12.6.4 any other liability to the extent to which it cannot be lawfully excluded.
    
13. TERMINATION AND CANCELLATION
    13.1 Octave may terminate this Agreement at any time and without reason by serving thirty (30) days’ written notice to the Advertiser. 
    13.2 Either Party (the “Non-Defaulting Party”) may, without prejudice to any other rights or remedies it may have under this Agreement or at law, terminate this Agreement immediately on written notice to the other Party (the “Defaulting Party”) in the event that the Defaulting Party: 
    13.2.1 commits a material breach of this Agreement (including, in the case of the Advertiser, a failure to pay the Charges by the due date) which is not capable of remedy or, if capable of remedy, is not remedied within fifteen (15) days of the Non-Defaulting Party’s written notice giving details of the breach and requiring its remedy; 
    13.2.2 takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
    13.2.3 suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
    13.2.4 is unable to pay its debts as they fall due or the aggregate value of all its assets is less than that of all its liabilities (including its contingent and prospective liabilities); or
    13.2.5 undergoes a Change of Control.
    13.3 Octave shall have the right to terminate this Agreement immediately on written notice to the Advertiser in the event that the Advertiser breaches any of the warranties in clauses 11.1.4, 11.1.511.1.4 and 11.3.
    13.4 In the event that the Advertiser commits or is subject to one of the events listed in clause 13.2 or breaches one of the warranties referred to in clause 13.3, and as an alternative to termination pursuant to those clauses, Octave shall be entitled (at its exclusive discretion) to suspend dissemination of the Advertisement or Campaign or any part thereof until the relevant event has been remedied or no longer applies.
    13.5 In the event of termination of this Agreement by Octave pursuant to clause 13.2 (in circumstances where the Advertiser is the Defaulting Party) or 13.3  any outstanding balance of the Charges payable for Audience Targeted Advertising under this Agreement shall become due and payable by the Advertiser immediately and Octave shall be entitled to:
    13.5.1 charge interest on any outstanding payments at the rate as set out in clause 8.6; and
    13.5.2 instruct a debt collection agency to recover any sum due and all charges incurred by Octave as a result of such instruction shall be payable by the Advertiser.
    13.6 The termination of this Agreement for any reason shall not affect:
    13.6.1 any rights or obligations which have accrued or become due prior to the date of termination;
    13.6.2 the rights or remedies which either Party may have in respect of any breach of this Agreement prior to date of termination.
    13.7 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
    
14. DATA PROTECTION 
    14.1 The Parties agree and acknowledge that in the course of Octave’s business and Octave’s relationship with the Advertiser, the Advertiser may provide to Octave Personal Data regarding the Advertiser or the Advertiser’s employees or individuals connected to the Advertiser’s business (as the case may be) for the purposes of (i) customer relationship management; and/or (ii) carrying out credit reference checks (“Agreed Personal Data“), The Parties further agree and acknowledge that Octave shall act as a separate and independent controller in respect of the Agreed Personal Data. 
    14.2 Save for the Agreed Personal Data, the Advertiser shall not provide Octave with any Personal Data unless:
    14.2.1 it has obtained the prior written consent of Octave; and
    14.2.2 where such consent is given, it has entered into such additional terms with Octave in respect of the processing of that Personal Data as Octave considers are reasonably required.
    14.3 The Advertiser shall ensure that any individual whose Personal Data the Advertiser provides to Octave is made aware of, or provided with a copy of, the Octave Privacy Notice.
      
15. FORCE MAJEURE
    15.1 Notification and Effect of Force Majeure
    Neither Party shall be liable to the other Party for any failure to fulfil its duties hereunder if and to the extent that such failure results from the occurrence of a Force Majeure Event,  provided that the Party unable to fulfil its duties pursuant to this clause 15 (the “Affected Party“) shall:
    15.1.1 give written notice to the other Party as soon as reasonably practicable upon becoming aware of the Force Majeure Event, such notice to contain the following information:
    (a) details of the Force Majeure Event that has occurred;
    (b) the date from which the Force Majeure Event has prevented or hindered the Affected Party in the performance of its duties hereunder;
    (c) the duties hereunder so affected;
    (d) its best estimate of the date upon which it will be able to resume performance of the affected duties hereunder;
    15.1.2 provides regular updates to the other Party regarding the status of the Force Majeure Event and the Affected Party’s performance of its duties hereunder;
    15.1.3 at all times continue to take steps in accordance with good industry practice to resume full performance of its obligations under this Agreement; and
    15.1.4 at all times use all reasonable endeavours to mitigate the consequences of the Force Majeure Event,
    and the relief from liability provided under this clause 15 shall last for the duration of the Force Majeure Event only.
    
16. CONFIDENTIAL INFORMATION 
    16.1 Confidentiality
    Subject to clause 16.2 below, the Parties shall keep the Confidential Information confidential and not disclose it to any third party. For the purposes of this clause 16, “Confidential Information” shall include the contents of this Agreement and any other agreement or arrangement contemplated by this Agreement, as well as:
    16.1.1 any information concerning the business, finances, assets, liabilities, dealings, transactions, know how, clients, agents, processes or affairs of the disclosing  Party (the “Disclosing Party”); and
    16.1.2 any information which is expressly indicated to be confidential or is imparted by the Disclosing Party in circumstances importing an obligation of confidence,
    which the receiving Party (the “Receiving Party”) may from time to time receive or obtain (orally, visually, in writing, electronically or by any other means) as a result of entering into, or performing its obligations pursuant to, this Agreement or otherwise.  
    16.2 Exceptions
    The provisions of clause 16.1 above shall not prohibit the disclosure of Confidential Information if and to the extent:
    16.2.1 disclosed to officers, employees or agents of the Receiving Party (the “Disclosed Representatives“), in each case, to the extent required to enable the Receiving Party to enjoy its rights and carry out its obligations under this Agreement and provided that the Disclosed Representatives are informed of the confidential nature of the Confidential Information before disclosure and required to comply with the provisions of this clause 16 in respect of such information as if they were a party to this Agreement;
    16.2.2 required by applicable law or by the rules of any relevant stock exchange or regulatory or supervisory authority for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement; 
    16.2.3 disclosed to the professional advisors of the Receiving Party (the “Advisors“), provided that the Advisors are informed of the confidential nature of the Confidential Information before disclosure and required to comply with the provisions of this clause 16 in respect of such information as if they were a party to this Agreement;
    16.2.4 the Confidential Information becomes publicly available (other than as a result of a breach of an obligation of confidentiality);
    16.2.5 the Disclosing Party has given its prior written consent to the disclosure;
    16.2.6 the Confidential Information is obtained from a third party who is not in breach of any undertaking or duty as to confidentiality whether express or implied;
    16.2.7 the Confidential Information is already in the possession of the Receiving Party and is not subject to an obligation of confidentiality or a restriction on use; or
    16.2.8 the Confidential Information is independently developed.
    16.3 Except where prohibited by any Applicable Law, prior to disclosure of any Confidential Information pursuant to clause 16.2.2, the Receiving Party shall promptly notify the Disclosing Party of such requirement with a view to providing the Disclosing Party with the opportunity to resist such disclosure or otherwise to agree the timing and content of such disclosure.
    
17. GENERAL
    No Partnership
    17.1 Nothing in this Agreement will be deemed to create a partnership or joint venture between the Parties.
    Entire Agreement
    17.2 This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes any previous agreement between the Parties with respect thereto. 
    17.3 Without prejudice to the generality of the foregoing and to the extent permitted by law, this Agreement excludes any warranty, condition or other undertaking implied at law or by custom, usage or course of dealing.
    17.4 The Parties acknowledge and agree that in entering into this Agreement they have not relied on any statement, representation, warranty, assurance, covenant, indemnity, undertaking or commitment given or implied from anything said or written in communications between the Parties prior to the date of signature of this Agreement which is not expressly set out in this Agreement.
    17.5 Nothing in this clause excludes or limits liability for fraud or fraudulent misrepresentation.
    Further Assurances
    17.6 Each Party shall from time to time execute such documents and perform such acts and things as may reasonably be required to give full effect to the provisions of this Agreement and the transactions contemplated by it.
    Invalidity
    17.7 If any provision or part of any provision set out in this Agreement is or becomes invalid or unenforceable under Applicable Law, the validity of the remainder of the Agreement shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make it consistent with Applicable Law. 
    17.8 The modified provision shall be enforceable and enforced, provided it does not impose on any Party obligations or benefits that are materially greater than those provided under the original provision.
    Assignment
    17.9 The Advertiser shall not assign, novate, sub-contract or otherwise transfer any of its rights or obligations under this Agreement to any person without the prior written consent of Octave.
    Third Party Rights
    17.10 Save for the rights of Media Owners to enforce the indemnity under clause 12.4, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
    Amendment and Variation
    17.11 Unless otherwise specified in this Agreement, no amendment or variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the Parties to this Agreement.
    Waiver
    17.12 No waiver of any right or remedy under this Agreement or provided by law shall be effective unless it is in writing, which for this purpose, does not include email, and signed by or on behalf of the Party granting it.
    17.13 The failure to exercise, or delay in exercising, any right or remedy under this Agreement or provided by law does not:
    17.12.1 constitute a waiver of that right or remedy;
    17.12.2 restrict any further exercise of that right or remedy; or
    17.12.3 affect any other rights or remedies.
    17.14 No single or partial exercise of any right or remedy shall prevent any further or other exercise thereof or the exercise of any other right or remedy.
    Notices
    17.15 Unless expressly provided otherwise in this Agreement, any notice required to be given under this Agreement (each, a “Notice“) shall be in writing, in English, and delivered by hand, commercial courier, pre-paid recorded delivery or electronically via email (to the extent that an email address is provided) to the addresses set out below:
    17.15.1 for Octave: Address: Media House Peterborough Business Park, Lynch Wood, Peterborough, PE2 6EA. Email: notices@octaveip.com
    17.15.2 for the Advertiser: Address: The address specified in the Order, or (if no address is specified in the Order) the Advertiser’s registered office address. Email: The email address as set out in the Order. 
    Either Party may amend the notice details set out above by giving written notice to the other Party in accordance with this clause 17.15 and clause 17.16.
    17.16 In the absence of evidence of earlier receipt, a Notice shall be deemed to have been received, and shall take effect:
    17.16.1 at the time of delivery, if delivered by hand or served electronically via email, unless the sender knows or has been made aware that the recipient did not receive the notice (including if the sender receives an error message or out of office message in response); 
    17.16.2 in the case of a commercial courier, on the date and at the time of signature of the courier’s delivery receipt; or
    17.16.3 in the case of pre-paid recorded delivery, on the date and at the time of signature of the courier’s delivery receipt,
    provided that, if deemed receipt occurs before 9am on a Business Day, the Notice shall be deemed to have been received at 9am on that day, and if deemed receipt occurs after 5pm on a Business Day, or on a day which is not a Business Day, the Notice shall be deemed to have been received at 9am on the next Business Day.
    Counterparts
    17.17 The Order may be executed in any number of counterparts and by the Parties on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument.
    Governing Law and Jurisdiction
    17.18 This Agreement and any Dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
    17.19 The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
    
    
    APPENDIX 1
    1. The Order
    1.1 This Order is made pursuant to and is governed by the Advertising Terms Conditions as set out on the Octave website at octaveip.com as may be updated by Octave from time to time (the “T&Cs”). 
    1.2 Unless otherwise stated in this Order, all capitalised terms appearing in this Order shall have the meaning given to them in clause 1 of the T&Cs (Interpretation and Definitions).
    2. Advertisement / Campaign Terms
    2.1 The following terms shall apply: