WORDSEED LTD TERMS OF USE FOR PUBLISHERS

1.1 By submitting an Application Form, or by accessing the WordSeed Platform, the Person named in the Application Form (the “Publisher”) is offering to participate in the Network, and market Advertisers and/or their Products, in accordance with the Application Form and these Terms of Use. By submitting an Application Form, the Publisher is also agreeing to the terms of WordSeed Ltd’s Privacy Policy.

1.2 Acceptance of any Application Form is subject to the sole discretion of Wordseed Ltd (“WordSeed”) of 66 High Street, Oxfordshire, OX7 6LE, incorporated in England and Wales with company number 13133041. Acceptance or rejection of the Application Form will be notified to the proposed Publisher by email.

1.3 On acceptance of the Application Form by WordSeed, these Terms will constitute a legally binding “Agreement” entered into by WordSeed and the Publisher. On rejection of the Application Form, no agreement will be formed.

1.4 The Publisher is the operator of a website, application or service (including email), or operates on a social network including, but not limited to, Youtube, Instagram, Facebook or Pinterest. By entering into this Agreement with WordSeed, the Publisher will join the Network to market Advertisers and/or their Products.

1.5 This Agreement prevails over any terms supplied by the Publisher.

1.6 Any individual contracting on their own behalf warrants that they are aged 18 or over. Any individual completing the Application Form on behalf of a proposed Publisher warrants that they have all necessary authority to enter into a contract.

2.1 The following definitions and rules of interpretation apply in this Agreement:

“Admin” means a single Authorised User with full access to, and control of, the Publisher Account and which is at all times authorised to act on behalf of the Publisher and bind the Publisher;

“Advertiser” means a Person that has agreed with WordSeed to join the Network to be marketed, and/or to have its Products marketed;

“Advertiser Materials” means any trademarks, advertising content, images, text, video, data or other material provided by or on behalf of a

Advertiser to WordSeed, or Publisher;

“Advertiser URLs” means any websites, apps or services to which the Publisher may link;

“Advertising Standards” means any applicable advertising laws, regulations or standards, data laws relating to advertising any generally accepted self regulatory codes of practice, and any related guidance or best practice advice;

“Application Form” means the registration form by which operators of websites, applications, technologies or services apply to participate in the Network;

“Authorised User” means an individual permitted to view, or view and operate, the Publisher Account on behalf of the Publisher by its individual Authorised User Account;

“Authorised User Account” means the account of an individual on the WordSeed Platform, permitted to view, or view and operate, the Publisher Account on behalf of the Publisher, as set out in clause 3;

“Business Day” means a day other than a Saturday, Sunday or national public holiday in England;

“Budget” means the amount of money the Advertiser agrees to spend on the WordSeed Platform per month for Monthly Awareness Campaigns and in total for PR Campaigns;

“Campaign” means an ongoing marketing program of a Advertiser on the Network, for the promotion of the Advertiser and/or its Products in accordance with this Agreement;

“Campaign Terms” means any terms and conditions, including CPC rate or other requirements applied by an Advertiser to the participation in its Campaign;

“Click” means the intentional and voluntary following of a Link by a Visitor as part of marketing services as reported by the Click Records only;

“Commission” means the amount payable to the Publisher in return for marketing an Advertiser and/or its Products;

“Confidential Information” means any information disclosed by or relating to a party, including: information arising during the Term of this Agreement; information about a party’s business affairs; information about a party’s operations, products or trade secrets; information about a party’s technology (including any know-how and source code) and any derivatives of any part of any of them and which:

(i) is marked or identified as confidential; or

(ii) would be regarded as confidential by a reasonable business person;

“Click Records” means the counting of clicks and the use of measures to ensure that clicks are valid;

“CPC Rate” means a Commission earned per valid Click;

“Data Regulation” means any applicable data protection, privacy or similar laws that apply to data processed in connection with this Agreement, including the GDPR or ePrivacy and for US citizens, FTC Guidance, US state and federal legislation relating to data privacy and security;

“PR Campaign” is a campaign type where Advertisers select the Publishers they wish to work with;

“Effective Date" means the date of acceptance of the Application Form by WordSeed;

“ePrivacy” means the Privacy and Electronic Communications Directive 2002/58 (including any replacing or superseding legislation);

“FTC Guidance” means the published cases and guidelines from the United States Federal Trade Commission, including without limitation the guidance on substantiation of claims, privacy, data security, native advertising and disclosure guidance for influencers and spokespeople;

“GDPR” means the EU General Data Protection Regulation 2016/679;

“Immediately” means by the end of the next Business Day;

“Intellectual Property Rights” means all copyrights and related rights, patents rights to inventions, utility models trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know- how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and 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;

“Link” means a hyperlink from a Promotional Space to an Advertiser URL;

“Monthly Awareness Campaign” is a campaign type where WordSeed automates the selection of Publishers and uses an algorithm to manage performance optimisation;

“Network” means the marketing network of Publishers and Advertisers operated by WordSeed to facilitate marketing;

“Notice Period” means the time in between an email notification of an upcoming change, including but not limited to CPC Rate updates, and the change coming into effect;

“Offer” means an offer to one or more Publishers to work together on a PR Campaign;

“Platform” means the software platform operated by WordSeed;

“Product” means a product, service or equivalent offered by an Advertiser on any Advertiser URL;

“Promotional CPC” means a bonus CPC, set by the Advertiser for the purpose of attracting new Publishers to their campaign.

“Promotional Space" means any advertising inventory appearing on the Publisher Service, or means of delivering Advertiser Materials enabled by the Publisher Service;

“Publisher Account" means the respective account of the Publisher on the Platform;

“Publisher Service" means a website, application, service or organic social media operated by the Publisher capable of marketing Advertisers and their respective Products;

“Suspension” means the suspension by WordSeed of the Publisher’s participation in the Network for a period of time, including the following:

(i) preventing the Publisher from accessing the Platform;

(ii) withholding payments otherwise due to the Publisher;

(iii) ceasing to track Clicks;

(iv) removing any Advertiser Materials from the Publisher Service and “Suspend” shall be interpreted accordingly;

“Term” means the term of this Agreement from the Effective Date until its termination in accordance with clause 14 or 17.5;

“Visitor” means any Person who follows a Link.

2.2 In this Agreement:

2.2.1 any meanings given to terms in the Application Form shall apply to these Terms;

2.2.2 “include” or “including” is without limitation;

2.2.3 the singular will include reference to the plural and vice versa;

2.2.4 a "Person" includes an individual, company, partnership or unincorporated association;

2.2.5 “writing” and “written" includes emails.

2.3 If there is a conflict between the Application Form and the Terms, the Terms shall prevail.

3.1 Subject to the Publisher's compliance with this Agreement, WordSeed will:

3.1.1 permit the Publisher’s participation in the Network for its assignment of the Promotional Space; and

3.1.2 grant the Publisher access to the Platform.

3.2 WordSeed may change any aspect of the Platform at its sole discretion.

3.3 On the Effective Date, the Publisher shall:

3.3.1 register a Publisher Account; and

3.3.2 nominate an Authorised User as Admin of that Publisher Account.

3.4 Each Publisher Account may have more than one Admin, and must have an Admin at all times. Each Publisher Account may have a reasonable number of Authorised Users.

3.5 The Admin may assign an Admin role to another Authorised User via the Platform at any time. Assignment of the Admin role does not affect the Publisher’s rights and obligations under this Agreement.

3.6. To the extent enabled by the Platform, Authorised Users shall be allocated permissions to view, or view and operate, the Publisher Account by the Admin, acting on behalf of the Publisher. Authorised Users may, on behalf of the Publisher, also allocate or revoke permissions to view, or view and operate, the Publisher Account. The Admin may, at any time, withdraw the permission of any Authorised User to view and/or operate the Publisher Account.

3.7 The Publisher undertakes that:

3.7.1 the Admin shall remain authorised to act on behalf of the Publisher and bind the Publisher;

3.7.2 all Authorised Users are permitted to view, or view and operate, the Publisher Account in accordance with any permissions granted on the Platform, which shall be kept up to date by the Publisher;

3.7.3 it shall use best endeavours to ensure that the Admin and all Authorised Users shall:

(a) access the Platform in their own name under their own Authorised User Account; and

(b) keep any passwords confidential.

3.8 The Publisher shall:

3.8.1 ensure the proper functioning and maintenance of all Links;

3.8.2 provide Advertisers and WordSeed with full and clear instructions as to the Advertiser Material it may reasonably require for the purposes of the promotion of an Advertiser and/or its Products in accordance with this Agreement and the Campaign Terms.

3.9 WordSeed shall not be liable for any losses or damages suffered by the Publisher due to the disclosure of any Authorised User Account passwords.

3.10 The Publisher shall remain primarily responsible and liable for all activities occurring under any of the Authorised User Accounts and the acts or omissions of any Authorised User.

3.11 If the Publisher suspects that a third party has gained unauthorised access to access data, the Publisher shall inform WordSeed immediately by sending an email to [email protected] or such other email as may be notified to the Publisher from time to time.

3.12 WordSeed may Suspend or withdraw any Authorised User Accounts at its discretion, or on request by the Publisher.

4.1 For Monthly Awareness Campaigns, the Publisher may apply to market Advertisers and/or their Products at their discretion by applying to participate in a Campaign. WordSeed or an Advertiser may approve or refuse such requests, and remove Publishers from ongoing Campaigns, at any time at their discretion 5 Business Days post notification. The Publisher may only market an Advertiser and/or its Products under this Agreement with WordSeed or the Advertisers continued approval, unless specifically enabled by the proper use of the Platform.

4.2 For PR Campaigns, Advertisers can make an Offer to Publishers, which Publishers can accept or reject, as desired. The Offer details the Budget for the campaign, the CPC Rate, the Campaign duration and Advertiser Materials. Unless WordSeed deems there to be a legitimate error or omission, once a Campaign is accepted by a Publisher, it cannot be amended by the Advertiser, aside from to increase the Budget, CPC Rate or duration.

4.2.1 Advertisers may apply Campaign Terms and make changes to any Campaign Terms at their discretion, which shall become effective once a Notice Period is served. Advertisers may change their Campaign Terms at any time. The Publisher is solely responsible for ensuring it is aware of any changes to the Campaign Terms.

4.3 Subject to the Publisher’s compliance with this Agreement and any specific Campaign Terms, and the continued approval of the respective Advertiser and WordSeed, WordSeed will provide to the Publisher the Advertiser Materials.

4.4 WordSeed, however, is not obliged to review any Advertiser Material or check their legality or accuracy. A Publisher admitted to a Campaign may publish the Advertiser Materials through its Publisher Service at its discretion and use them solely to the extent permitted under this Agreement and the Campaign Terms.

4.5 Publishers are strictly prohibited from including WordSeed links directly in paid advertisements on any third-party platforms, including but not limited to Facebook, Instagram, TikTok, and Pinterest. Any promotional activities involving WordSeed links must adhere to this policy. Failure to comply may result in the termination of the publisher’s account and forfeiture of any earned revenue.

4.6 WordSeed may deactivate any Links at its sole discretion.

4.7 The Publisher shall remove any Advertiser Materials from the Publisher Service after the 5 Business Day Notice Period on request of WordSeed.

5.1 The Click Records and Campaign Terms will be the sole basis for recording and determining Commissions. No other means of recording or determining Commissions shall be used under this Agreement, notwithstanding any agreement or arrangement between the Publisher and any Advertisers to the contrary.

6.1 The amount of any Commissions is as may be displayed on the Platform. CPC Commissions will be derived from the CPC Rate and the number of Click Records.

6.2 For Monthly Awareness Campaigns, Advertisers may change the CPC Rate offered on notice to Publishers.

6.3 WordSeed reserves the right to cancel any Campaigns immediately on non payment by the Advertiser.

6.4 Advertisers may increase their Campaign CPC Rate at any time and this change will come into effect Immediately. WordSeed will use reasonable endeavours to ensure that any decrease in Monthly Awareness Campaign CPC Rate will come into effect 5 Business Days after notification.

6.5 The budget allocated to a Publisher for a Campaign may increase at any time. For Monthly Awareness Campaigns, if a Publisher is actively using the allocated budget for a Campaign, WordSeed will use reasonable endeavours to ensure that any decrease in Monthly Awareness Campaign budget will come into effect 5 Business Days after notification. However, if budget is unused it may be decreased Immediately.

6.6 Commissions shall only be due for invoicing and payment in respect of Clicks procured in accordance with this Agreement and any applicable Campaign Terms.

6.7 For both Monthly Awareness Campaigns and PR Campaigns, the CPC Rate and Budget may be affected by currency fluctuations if the Publisher and Brand use different currencies within their WordSeed account. From a Publisher’s perspective, the result of these fluctuations may be positive or negative, but are always beyond WordSeed’s control.

6.8 Without prejudice to any other rights or remedies of WordSeed, if WordSeed reasonably suspects that any Commissions paid under this Agreement have been generated in breach of this Agreement, WordSeed may set off or deduct the amount of such Commissions from any future payments due to the Publisher or request that the Commissions are returned. Any such amount shall constitute a genuine pre-estimation of the loss suffered by WordSeed as a result of the payment of such Commission in breach of this Agreement.

7.1 WordSeed will pay the Publisher Commissions in respect of Clicks achieved and available for payout on the 28th day of each month.

7.2 Commissions are available for payout 5 Business Days after they were recorded in the Click Records.

7.2 Self-billing invoices for Commissions can be accessed by the Publisher via the Platform. Self-billing will be implemented as follows:

7.2.1 the Publisher agrees not to issue invoices for any Commissions generated under this Agreement;

7.2.2 WordSeed may provide a copy of this Agreement to HM Revenue & Customs (or equivalent local tax authority) in order to evidence the self-billing arrangements between WordSeed and the Publisher;

7.2.3 the Publisher will immediately notify WordSeed if it transfers any part of its business as a going concern;

7.2.4 the Publisher will immediately update the Portal accordingly if it:

(a) stops being registered for VAT; or

(b) changes VAT number, regardless of the reason;

7.3 WordSeed will pay all self-billed invoices subject to:

7.3.1 any minimum payment thresholds implemented by WordSeed from time to time being satisfied;

7.3.2 the correct, accurate and complete bank and tax information of the Publisher being shown on the Platform;

7.3.3 the provision of any additional information reasonably requested by WordSeed in respect of the Publisher’s location or residence;

7.4 All payments will be made to the bank account nominated by the Publisher in the ‘Payment Details’ section of the respective Publisher Account on the Platform. WordSeed is not obligated to take steps to verify the accuracy of bank account information provided by the Publisher. Updates to bank account information may take up to two Business Days to take effect.

7.5 All sums payable under this Agreement shall be exclusive of VAT which, if applicable, shall be added at the appropriate rate. VAT shall be paid by the Party liable to pay VAT pursuant to applicable law.

7.6 All amounts payable shall be paid in GBP, EUR or USD. Any costs of currency conversion or losses caused by exchange rate fluctuations shall be borne by the Publisher.

7.7 The Publisher will immediately repay any amounts paid to the Publisher in error, or other than in accordance with the Publisher’s rights under this Agreement.

7.8 Any underpaid Commission must be notified to WordSeed immediately.

7.9 Subject to clause 6.4, any underpaid Commission notified by the Publisher to WordSeed within 12 months of the underpayment will be rectified. The Publisher hereby waives its right to recover any underpaid Commissions that the Publisher fails to report to WordSeed within 12 months of the underpayment.

8.1 The Publisher’s participation in the Network does not create any contract between the Publisher and any Advertiser.

8.2 During the term of this Agreement the Publisher will not, directly or indirectly, enter or attempt to enter into any agreement, understanding or other form of arrangement (whether express or implied) with any Advertiser where payments are made to the Publisher in respect of any marketing services (including but not limited to affiliate, display, programmatic, search and email marketing) other than under this Agreement, without WordSeed’s prior written approval, unless an existing business relationship pre-dating this Agreement can be proven.

9.1 Each party warrants and undertakes to the other for the Term that:

9.1.1 it has full power and authority to enter into this Agreement;

9.1.2 it holds all licenses and approvals necessary for the performance of its obligations under this Agreement;

9.1.3 it will perform its obligations under this Agreement in accordance with all applicable laws and using reasonable skill and care; and

9.1.4 it will not make any false, misleading or disparaging representations or statements regarding the other party.

9.2 The Publisher warrants and undertakes to WordSeed for the Term that:

9.2.3 all information about the Publisher set out in the Application Form or on the Platform is complete, true, accurate, not misleading and will be kept up to date;

9.2.4 its marketing of any Advertiser or its Products will comply with all Advertising Standards and Data Regulation;

9.2.5 the Publisher Service will be operated in accordance with all applicable laws (including Advertising Standards and Data Regulation);

9.2.6 it shall comply with the Code of Conduct at all times;

9.2.7 it shall comply with all relevant tax laws;

9.2.8 it shall retain ultimate control of the operation of the Publisher Service;

9.2.9 it shall not use the Platform other than in accordance with the terms of the licences granted under clause 10, nor use the Platform or any part of it to build a product or service which competes with WordSeed;

9.2.10 it is the owner or valid licensee of any Intellectual Property Rights appearing on the Publisher Service, and that no part of the Publisher Service infringes the rights of any third party; and

9.2.11 all Advertiser Materials will be accurately and faithfully reproduced.

9.3 The Publisher will indemnify, defend and hold harmless WordSeed (including its directors, employees, agents or contractors), from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against WordSeed arising out of or related in any way to any breach by the Publisher of any of the warranties at clauses 9.1 and 9.2.

10.1 WordSeed hereby grants to the Publisher, for the duration of the Term, a revocable, non-exclusive, non-transferable, royalty-free, worldwide sublicense to publish Advertiser Materials, without modification, on the Publisher Service in the Promotional Spaces to the extent necessary to enable the Publisher to market the respective Advertiser and/or its Products on the Network in compliance with this Agreement.

10.2 Each party reserves all of its right, title and interest to any of its Intellectual Property Rights licensed under this clause 10, or which it creates under this Agreement.

10.3 The Publisher shall use information and data obtained from and in connection with participating in the Network only for the purpose of this Agreement. Uses for any other purpose, or disclosure of such information and data are prohibited.

10.4 Either party may identify the other party in lists of clients or customers, and may use the other party’s name and logo in marketing materials and presentations. Any other use shall require the prior written consent of the other party.

10.5 The Publisher shall make available to WordSeed all requested information in respect of its use of the Platform, including, on at least 30 days prior written notice and during normal business hours, permitting WordSeed or any relevant licensor of WordSeed, or any of their auditors or advisors, to attend the Publisher’s premises in order to inspect the Publisher’s systems and records to the extent determined by WordSeed or any relevant licensor to be necessary to demonstrate the Publisher’s use of the Platform complies with the terms of this Agreement.

11.1 Each party will only use Confidential Information to enjoy its rights or comply with its obligations under this Agreement. Save as set out in this Agreement, neither party will disclose any Confidential Information. Confidential Information shall be kept confidential.

11.2 The obligations of confidentiality in this Agreement will not apply to Confidential Information to the extent it:

11.2.1 is in the public domain (other than as a result of a breach of this Agreement);

11.2.2 can be demonstrated as having been independently developed by the receiving party;

11.2.3 is published on the Platform in the implementation of and in accordance with this Agreement;

11.2.4 is required to be disclosed by law or a court order.

11.3 This clause will survive termination for five years.

12.1 WordSeed and the Publisher will comply with their respective obligations under Data Regulation and in accordance with the applicable data processing annex(es) to these Terms.

13.1 This clause 13 sets out the entire liability of WordSeed and vicarious agents under or in connection with the Agreement. Claims for damages shall be excluded unless otherwise specified in this clause 13.

13.2 WordSeed will not be liable for any losses of the Publisher if WordSeed’s compliance with the Agreement is prevented by the acts or omissions of the Publisher.

13.3 Nothing in this Agreement limits or excludes the liability of WordSeed in the event of culpable injury to life, limb or health, fraud, fraudulent misrepresentation or fraudulent misstatement or for mandatory statutory liability.

13.4 WordSeed will not be liable to the Publisher for: loss of profit, business, goodwill, anticipated savings, goods, contract, use or data; losses arising from the acts or omissions of a Advertiser; or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

13.5 Except as expressly stated otherwise in this Agreement, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

13.6 The total liability of WordSeed in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the Agreement will be limited to the fee actually received by WordSeed from Advertisers in respect of Commissions paid to the Publisher in the 12 month period preceding the date on which the claim arose.

13.7 The use of the Network and Platform, and the results of such use are provided "as is" to the fullest extent permitted by law. WordSeed disclaims all express or implied warranties, including warranties of satisfactory quality and fitness for a particular purpose, which may be implied in respect of the Network and the Platform, their use and the results of such use. The performance of the Network and the Platform relies on third parties beyond WordSeed’s control, and in particular, the maintenance by Advertisers. WordSeed specifically disclaims any warranty:

13.7.1 that the use or operation of the Click Records, Network or the Platform will be uninterrupted or error-free;

13.7.2 that the Advertiser URL will be properly formatted;

13.7.3 in respect of the Advertiser Materials, including any warranty that the Advertiser Materials comply with Advertising Standards;

13.7.5 that defects will be corrected;

13.7.6 that the Network or Platform are free of viruses or malicious code;

13.7.7 that any security methods employed will be sufficient;

13.7.8 in respect of any Advertiser or its technology and any third party or its technology; and

13.7.9 regarding correctness, accuracy, or reliability.

14.1 This Agreement will start on the Effective Date and continue until terminated in accordance with its terms.

14.2 Either party may terminate the Agreement on 5 Business Days’ written notice to the other party for any reason.

14.3 Without prejudice to its other rights or remedies, a party may terminate the Agreement immediately on written notice to the other party, if:

14.3.1 the other party materially breaches this Agreement;

14.3.2 the other party is deemed unable to pay its debts; steps are made to wind up, or appoint an administrator; a third party becomes entitled to appoint a receiver over the assets of the other party; the other party negotiates with all or a class of its creditors, or proposes or enters a compromise with such creditors; or any similar or analogous event occurs.

14.4 WordSeed may terminate this Agreement or Suspend the Publisher, immediately on written notice, if the Publisher:

14.4.1 does not access the Publisher Account for a period of six months or if no Commissions have been generated for a period of six months;

14.4.2 is reasonably suspected by WordSeed to have breached any:

(a) of the warranties at clauses 9.1 and 9.2;

(b) Campaign Terms of a Advertiser;

(c) part of the Code of Conduct.

14.5 WordSeed may terminate this Agreement, immediately on written notice, if the Publisher undergoes a Change of Control.

15.1 During any period of Suspension:

15.1.1 the Publisher is not permitted to access the Platform;

15.1.2 the Publisher may remove any Advertiser Materials from the Publisher Service;

15.1.3 WordSeed may deactivate any Links and remove any Advertiser Materials from the Publisher Service (to the extent it is able); and

15.1.4 no payments will be made to the Publisher.

15.2 On termination of the Agreement:

15.2.1 all licenses will terminate and the Publisher shall immediately remove any Advertiser Materials from the Publisher Service;

15.2.2 WordSeed may deactivate any Links and remove any Advertiser Materials from the Publisher Service (to the extent it is able);

15.2.3 each party will return or at the other party’s option destroy all confidential information in its possession within five Business Days; and

15.2.4 unless terminated by WordSeed under clauses 14.3 or 14.4, WordSeed will pay all outstanding Commission due to the Publisher;

15.2.5 by WordSeed under clauses 14.3 or 14.4 all unpaid Commissions as of the date of termination, or accruing after the date of termination, shall be forfeited to WordSeed irrevocably and the Publisher hereby waives any right or entitlement to recover such Commission from WordSeed.

15.3 Termination of this Agreement will not affect any existing rights or remedies.

15.4 Clauses 1, 2, 5, 6, 7, 10.2, 11, 12, 13, 15, 16 and 17 will survive termination of the Agreement.

16.1 Notices given under this Agreement will be in writing and:

16.1.1 displayed by WordSeed on the Platform;

16.1.2 delivered by the Publisher by hand or sent by pre-paid first-class post or recorded delivery post to WordSeed at WordSeed’s registered office;

16.1.3 delivered by WordSeed by hand or sent by pre-paid first-class post or recorded delivery post to the Publisher at its notice address as set out in the Platform; or

16.1.4 sent by WordSeed by email to the Publisher's email address as set out in the Platform.

16.2 A notice displayed by WordSeed on the Portal will be deemed to have been received at the time of its display (or if displayed outside business hours, at 9 am on the first Business Day following display). A notice delivered by hand will be deemed to have been received when delivered (or if delivered outside business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post will be deemed to have been received two Business Days after posting. A notice sent by email will be deemed to have been received at the time of transmission as shown by the sender’s records (or if sent outside business hours, at 9 am on the first Business Day following dispatch).

17.1 WordSeed may change the terms of this Agreement on 14 days’ notice to the Publisher.

17.2 Certain functionalities or services offered by WordSeed or third parties may be subject to additional terms. Such terms will be communicated to the Publisher before those functionalities or services are supplied, including by displaying on the Platform.

17.3 WordSeed may set off any liability of the Publisher against any liability of WordSeed.

17.4 Time for performance of clauses 3.11, 4.6, 7.2.3, 7.2.4, 7.7, 15.1.2 and 15.2.1 are of the essence of this Agreement.

17.5 No party will be liable for any breach of this Agreement arising from circumstances beyond its reasonable control (a “Force Majeure Event”).

17.6 The Publisher may not assign or subcontract its rights or obligations under this Agreement in whole or part without WordSeed's prior written consent.

17.7 Nothing in the Agreement constitutes a partnership or joint venture between the parties, nor constitutes a party the agent of the other. No party has authority to bind the other.

17.8 A Person who is not a party to this Agreement will not have any statutory rights under or in connection with it.

17.9 A counterpart of this Agreement executed and/or transmitted electronically shall be treated as fully binding and with full legal force and effect.

17.10 This Agreement constitutes the entire agreement between the parties relating to its subject matter, to the exclusion of the United Nations Convention on Contracts for International Sale of Goods.

17.11 This Agreement is governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction.

17.12 The Publisher is aware that this Agreement is originally drawn up in English. The Publisher is aware of and accepts that, in the event of any inconsistencies or differences of interpretation between the English version and a translated version, this English version shall always prevail.

18.1. Scheme Overview: The WordSeed Referral Scheme is designed to encourage both individuals and businesses to refer new brands to WordSeed. In appreciation of successful referrals, we offer a rewarding incentive.

18.2. Referral Reward: For each successful referral, the referrer will receive a reward of £500, €500, or $500, corresponding to the currency in which the referred brand operates.

18.3. Eligibility for Reward:

The referred brand must achieve a minimum spending threshold of £3000, €3000, or $3000 with WordSeed.

The referrer must facilitate an introduction between the brand and WordSeed, or inform the brand that a representative from WordSeed will contact them.

18.4. Reward Distribution: Once the referred brand reaches the specified spending threshold, the referrer will receive their reward. This will be in the form of a credit (either £500, €500, or $500) that can be utilized for services at WordSeed.

18.5. WordSeed's Discretion: WordSeed reserves the right to have the final decision on all aspects of this referral scheme. This includes the eligibility of referrals and the distribution of rewards.

18.6. Additional Terms:

The referral scheme is subject to change, and WordSeed may modify or terminate it at any time without prior notice.

Participation in the referral scheme implies acceptance of these terms and conditions.