knox User Licence Agreement (ULA)

Effective from: 1st April 2025

between Weareknox (the Supplier) and You, the user of the Platform (the Customer)

Welcome to Knox!
These terms govern your access to and use of our platform, provided by We Are Knox Ltd, a company registered in England & Wales (Company No. 15941373), with its registered office at 33, 70 Walton Street, Aylesbury, Buckinghamshire, HP21 7QP.

Please read this agreement carefully. By using Knox or signing up, you agree to be bound by these terms. This agreement applies to all new and existing users from 1st April 2025 and supersedes any prior terms.

By continuing, you agree to the knox User Licence Agreement and our Privacy Policy.

Background

(A) The Supplier has developed certain software applications and platforms which it makes available to subscribers via the internet on a pay-per-use basis for the purpose of simplifying digital agency deal administration and tracking Talent logistics.

(B) The Customer wishes to use the Supplier's service in its business operations.

(C) The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's service subject to the terms and conditions of this agreement.

Key Terms Summary

Monthly Fee: £150 for 5 users

Additional User Fee: £10p/m per user

Free Trial: 30 days

Cancellation: Anytime via app or email

Data: Deleted within 30 days of termination

Agreed terms

Interpretation - The definitions and rules of interpretation in this clause apply in this agreement.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Change of Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be interpreted accordingly.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Documentation: the documents made available to the Customer by the Supplier online via www.weareknox.com or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Effective date: The date of signature of this contract.
Billing Start Date: means the date on which the Customer's paid subscription begins. This will be either the date the Customer signs up (if no free trial is agreed) or the day the Free Trial ends (if one is provided).
Free Trial: means a period during which the Customer may access the Services free of charge, as agreed in writing with the Supplier. Subscription Fees will not be charged during this period, but billing will begin automatically on the Billing Start Date unless cancelled before that time.
Initial Subscription Term: the initial term of this agreement as set out in Schedule
Normal Business Hours: 9.00 am to 6.00 pm local UK time, each Business Day.
Renewal Period: the period described in clause 14.1.
Services: the subscription-based software services provided by the Supplier to the Customer under this agreement, including access to the Knox platform via www.app.weareknox.com or any other website, subdomain, or application notified to the Customer by the Supplier from time to time. The Services include the core functionality and any additional features, tools, or modules made available by the Supplier (whether free or paid)
Software: the online software applications provided by the Supplier as part of the Services.
Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in paragraph 1 of Schedule 1.
Subscription Term: means the period beginning on the Billing Start Date and continuing on a rolling monthly basis unless and until terminated in accordance with clause 14.
Services Policy: the Supplier's policy for providing support in relation to the Services as made available at www.weareknox.com or such other website address as may be notified to the Customer from time to time.
User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular includes the plural and in the plural includes the singular.
Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
A reference to a statute or statutory provision includes all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
A reference to writing or written includes email.
References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

Access Rights and Acceptable Use

Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
In relation to the Authorised Users, the Customer undertakes that:

the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
each Authorised User shall keep a secure password for their use of the Services and Documentation, that each Authorised User shall keep their password confidential;
The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
The Customer shall not:

except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or

access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
use the Services and/or Documentation to provide services to third parties; or
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
introduce or permit the introduction of, any Virus into the Services or the Supplier's network and information systems.

The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

Additional user subscriptions

Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in paragraph 1 of Schedule 1 and the Supplier shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement.
If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request. Where the Supplier approves the request, the Supplier shall activate the additional User Subscriptions within 5 days of its approval of the Customer's request.
If the Supplier approves the Customer's request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of the Supplier's invoice, pay to the Supplier the relevant fees for such additional User Subscriptions as set out in paragraph 2 of Schedule 1 and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by the Supplier for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

Services

The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

planned maintenance carried out at notified times; or
unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours notice in advance.

The Supplier will, as part of the Services and at no additional cost to the Customer , provide the Customer with the Supplier's standard customer support services during Normal Business Hours. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time.

Data Protection & Access

Both parties will comply with all applicable requirements of the UK Data Protection Legislation.
The Customer acknowledges that the Supplier is a separate legal entity from any other business in which individuals with a controlling interest in the Supplier may have involvement, including FARQ. The Supplier affirms that such individuals do not have access to Customer Data via the Services or front-end application.
The only information accessible to such individuals is limited to that which is reasonably necessary to manage the business relationship. This may include billing information (e.g. details held in Stripe), company contact information (e.g. registered address, primary contact email), and any communications or data shared directly through customer support channels.
All other Customer Data including campaign details, client names, influencer data, contract documents, and platform activity, remains accessible only to authorised technical personnel for the purposes of service maintenance and support. These personnel are bound by confidentiality obligations and operate under strict access protocols.

Third party providers

The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party.
Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

Supplier's obligations

The Supplier shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.
The Supplier's obligations at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the terms of clause 7.1, Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
The Supplier:

does not warrant that:
he Customer's use of the Services will be uninterrupted or error-free;
that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements;
the Software or the Services will be free from Vulnerabilities or Viruses; or
the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
The Supplier shall not be responsible for any loss, destruction, corruption, alteration, or disclosure of Customer Data caused by any third party (including integrations or third-party service providers), except to the extent such loss is directly caused by the Supplier’s gross negligence or wilful misconduct.
Except as expressly stated in this agreement:

the Supplier shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any:

loss of profits, loss of business, loss of goodwill or reputation, loss or corruption of data or information, or pure economic loss; or
special, indirect or consequential loss, costs, damages, charges or expenses, in each case however arising under or in connection with this agreement.

The Supplier’s total aggregate liability in contract, tort (including negligence), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose.

Customer's obligations

The Customer shall:

provide the Supplier with:

all necessary cooperation in relation to this agreement; and
all necessary access to such information as may be required by the Supplier in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services; and
be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

Charges and payment

The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and Schedule 1.
The Customer shall, on the Billing Date or the Free Trial Start Date (whichever is earliest), provide the Supplier with valid, up-to-date and complete credit or debit card details via the Stripe payment platform, along with any other relevant and accurate contact and billing information. The Customer authorises the Supplier to charge the applicable Subscription Fees as follows:

If no free trial is agreed, billing will commence on the Billing Start Date;
If a free trial is agreed, billing will commence on the day the trial ends;
Subscription Fees will be collected on a recurring basis each month on the corresponding date thereafter (e.g., monthly from the Billing Start Date or the end of the trial);

If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier, the Supplier may, on no less than 5 Business Days' notice to the Customer and without liability to the Customer, disable the Customer's account access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid;
All amounts and fees stated or referred to in this agreement:

(a) shall be payable in GBP (£) or USD ($), as determined by the Customer’s country of residence or principal place of business and confirmed in writing by the Supplier;
are, subject to clause 13.3(b), non-cancellable and non-refundable;
All fees are exclusive of VAT. The Supplier is not VAT registered, and therefore no VAT will be charged.

The Supplier shall be entitled, at its sole discretion, to:

increase the Subscription Fees, the fees payable for additional User Licences pursuant to clause 3.3, and any support fees pursuant to clause 4.3, at the start of each Renewal Period, provided that the Supplier gives the Customer no less than 60 days’ prior written notice;
introduce and charge excess storage fees with 60 days notice, with such fees becoming payable from the date specified in the notice to the Customer; and
charge additional fees for new or enhanced features made available within the Services, with such charges becoming effective immediately upon notification to the Customer.

The Supplier shall provide the Customer with written notice of any such changes, which shall take effect as stated in the notice, without requiring an amendment to Schedule 1.

Proprietary rights

The Customer acknowledges and agrees that the Customer owns all intellectual property rights that are uploaded by the Customer or the Authorised Users.
Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

Confidentiality

Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives after the date of this agreement in connection with any deals uploaded to the Service, including but not limited to:

any information that would be regarded as confidential by a reasonable business person relating to:
the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; and
the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;
any information developed by the parties in the course of carrying out this agreement.

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

The provisions of this clause shall not apply to any Confidential Information that:

is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
the parties agree in writing is not confidential or may be disclosed.

A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.

On termination of this agreement, each party shall

On termination of this agreement, or in the event the Customer fails to pay Subscription Fees for a period of 90 days, the Supplier shall be entitled to permanently delete all Customer Data (including any materials, files, or information uploaded to the Services) from its systems and storage infrastructure, including those of any third-party providers, unless otherwise required by law or regulatory obligation,
The Supplier may, at its sole discretion, retain Customer Data for up to 90 days following termination or non-payment to allow for potential account reactivation or recovery. After this period, the Supplier shall have no obligation to retain any Customer Data and shall not be liable for any loss of data resulting from such deletion,
This clause shall not affect the parties’ obligations in relation to Confidential Information as set out in this agreement, which shall continue to apply to any retained materials.

No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
Except as expressly stated in this agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
The above provisions of this clause 11 shall continue to apply after termination of this agreement for a period of five years from termination of this agreement.

Indemnity

The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services.

Limitation of liability

Except as expressly and specifically provided in this agreement:

the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
the Services and the Documentation are provided to the Customer on an "as is" basis

Nothing in this agreement excludes the liability of the Supplier:

for death or personal injury caused by the Supplier's negligence; or
for fraud or fraudulent misrepresentation

Subject to clause 13.1 and clause 13.2 the Supplier shall have no liability for any:

loss of profits,
loss of business,
wasted expenditure,
depletion of goodwill and/or similar losses,
loss or corruption of data or information, or
any special, indirect or consequential loss, costs, damages, charges or expenses; and

The Supplier’s total aggregate liability to the Customer for all claims arising out of or in connection with this agreement (whether in contract, tort, breach of statutory duty, or otherwise) shall not exceed the greater of £1,800 or 100% of the total Subscription Fees paid by the Customer in the 12-month period immediately preceding the date the claim arose.
For the purposes of clause 13.4:

The cap shall be calculated based on the greater of £1,800 or the total Subscription Fees paid in the 12-month period prior to the event giving rise to the claim
A contract year means a 12-month period commencing on the Billing Start Date or any anniversary of it.

References to liability in this clause 13 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights.

Term and termination

This agreement shall commence on the Effective Date and shall continue on a rolling monthly basis unless and until terminated in accordance with this clause. Either party may terminate this agreement at any time, with immediate effect, by:

providing written notice to the other party; or
(in the case of the Customer) cancelling the subscription via the in-app cancellation feature.

On termination of this agreement for any reason:

all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all access to and use of the Services and the Documentation;
the Supplier shall be entitled to permanently delete all Customer Data in its possession within ten (10) days of termination. Such deletion shall be immediate and non-recoverable,
any rights, remedies, obligations or liabilities of either party that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this agreement that existed before the date of termination, shall not be affected or prejudiced.

If the Customer deletes any information within the Services relating to a specific client, campaign, or their own account, such deletion shall take effect immediately and will be permanent and non-recoverable. The Supplier shall have no liability for any loss of data resulting from any such Customer-initiated deletion.

Force majeure

Neither party shall be in breach of this agreement or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control.

Conflict

If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement prevail.

Variation

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

18. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

Entire agreement

This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

Assignment

The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power)

Third party rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

Notices

Any notice given to the Supplier under or in connection with this agreement shall be in writing and shall be sent by email to joseph@weareknox.com.
Any notice given to the Customer under or in connection with this agreement shall be in writing and shall be sent by email to the email address provided by the Customer at the time of subscription registration or payment setup (e.g. via the Stripe platform), or such other email address as notified to the Supplier in writing.
Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

Governing law

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 interpreted in accordance with the law of England and Wales.

Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1 Subscription Fees

Subscription Fees: The Subscription Fees shall amount to a total of £150 per month. This includes access for up to five (5) Agency Users.
Additional User Subscription Fees:

Any additional Agency Users beyond the initial five (5) included in the base subscription will be charged at a rate of £10 per user per month.
S-Creative also acknowledges that any Talent registered on the platform to access and use the service will be charged at £10 per Talent per month.

Schedule 2 Subscription Term

Initial Subscription Term: The subscription includes a 30-day free trial period, expiring on 30th April 2025.
Ongoing Term: Following the trial, the subscription will continue on a rolling monthly basis, with billing occurring monthly from the Billing Start Date, which may fall on any day of the month depending on when the trial ends.”
Cancellation: The Customer may cancel the subscription at any time. In the event of cancellation, a pro-rated refund will be issued for the unused portion of that month’s subscription fee.