IT IS HEREBY AGREED BETWEEN GOALLOVER AND AGENCY THAT:-

1. INTERPRETATION AND DEFINITIONS

1.1 In this Agreement, the following terms shall have the following meanings:-



1.2 Headings do not affect the interpretation of these clauses.


2. SERVICES AND PAYMENT
2.1 In consideration of the payment of the Fees, Goallover undertakes with effect from the Commencement Date and throughout the term of this Agreement to use its reasonable endeavours to provide the Services and to do so in accordance with the SLA. For the avoidance of doubt, Goallover shall be entitled to provide similar services to other clients.
2.2 Agency appoints Goallover as its exclusive provider of the Services, including without limitation lead management except in the event that Agency can demonstrate to Goallover's reasonable satisfaction that any of Agency's clients specifically require Agency to procure such services from an alternative supplier nominated by such client in which case such client shall be excepted.
2.3 Agency acknowledges that Goallover's ability to perform in accordance with Clause 2.1 will be affected by any failure by Agency to fulfil its obligations pursuant hereto.
2.4 Extra Services will only be provided if the parties are able to agree on Extra Fees.
2.5 Each Campaign will be subject to a separate Campaign Sheet to be signed off by both parties prior to such Campaign.
2.6 All invoices will be settled within 45 days of end of Month end in which they are issued.
2.7 The Fees (subject to a minimum level of the Minimum Monthly Fees and any Extra Fees will be invoiced on the final day of each Month (if the Commencement Date is part way through a Month, Minimum Monthly Fees will be pro-rated).
2.8 Agency may change the Minimum Monthly Fees for the next Month by giving at least 24 hours' written notice. Failing such notice the Minimum Monthly Fees will remain as for the previous Month.
2.9 The Fees will be partly determined by the number of Received Leads processed pursuant hereto.
2.10 Goallover will transmit to Agency all Billable Leads.
2.11 All sums stated within this Agreement are exclusive of VAT, which will be added.


3. GOALLOVER'S OBLIGATIONS
3.1 Goallover shall convert the Data capture forms supplied by Agency into the agreed technical format for use pursuant hereto.
3.2 Goallover will provide data reporting to Agency and Advertisers and Lead Suppliers by means of a remote login to the Software's reporting interface.
3.3 Goallover shall inform Agency at least two (2) weeks in advance of any scheduled maintenance work which may affect provision of the Services.
3.4 In the event of an error or defect in the Services or unscheduled downtime Goallover shall:
3.4.1 notify Agency of the occurrence as soon as reasonably practicable; and
3.4.2 use its reasonable endeavours to correct any such error or defect or downtime as soon as practicable.
3.5 In the event of such error or defect causing loss to Agency, compensation in accordance with the SLA shall be available to Agency in full and final settlement in respect thereof. Agency shall use its best endeavours to report any such error or defect to Goallover within 48 hours of its occurrence. However, if it was not perceptible within that period and is reported later to Goallover, the compensatory provisions in the SLA shall be unaffected.

4. AGENCY OBLIGATIONS
4.1 Agency warrants to Goallover that it will provide Goallover promptly with such data and assistance as is reasonably necessary to enable Goallover to fulfil its obligations hereunder;
4.2 Agency acknowledges that Data held or transmitted by Agency and or any of its Lead Suppliers remains the responsibility of Agency until received in full by Goallover.
4.3 Agency hereby authorises Goallover to store and save Data for the purposes of the provision of the Services and to retain such Data for up to 10 (ten) years for the purpose of providing evidence in the event of a claim that the personal data of any Data Subject has been collected or processed without appropriate data collection procedures having been followed.
4.4 Agency hereby authorises Goallover to assess and score the Data for the purpose of assessing data accuracy and integrity and providing lead verification services to third parties.
4.5 Agency hereby undertakes to ensure that in the collection of all personal data by Agency, Advertisers, Lead Suppliers or any other third party which is provided to Goallover for processing pursuant hereto, the privacy notice or privacy policy governing such collection will include the following wording:
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4.6 Agency hereby confirms that its agreements with Advertisers will entitle it to appoint Goallover as a lead processor with a right for Goallover to use Data for the purposes of providing lead verification services to all clients of Goallover.
4.7 Agency hereby agrees to indemnify and hold harmless Goallover in respect of the direct and indirect consequences of:
4.7.1 any breach of Data Protection Legislation relating to the collection or processing of Data;
4.7.2 any breach of the terms hereof, including without prejudice to the generality hereof of Clause 5 or
Section F of the Key Facts Summary;
4.7.3 any use of the Data by Goallover in accordance with the terms hereof.


5. DATA PROTECTION
5.1 Goallover shall receive all Data at all times as Data Processor for the purposes of Data Protection Legislation.
5.2 Agency warrants to Goallover that all Creative supplied by Agency for the purpose of the Services complies with Data Protection Legislation and that Agency and its Lead Suppliers shall provide the Data Subject with appropriate opportunity(ies) to withdraw its consent to processing at each appropriate juncture to comply with Data Protection Legislation.
5.3 Goallover shall operate reasonable technical and organisational measures to protect against unauthorised or unlawful processing, loss, destruction or damage to Data in its possession or control.
5.4 Agency confirms that the owner and Data Controller in respect of all Data will be either the Advertiser or Agency.
5.5 Agency warrants that it is either the Data Controller or will obtain the permission and power from the Data Controller to authorise Goallover to process the Data captured for the provision of the Services pursuant hereto.
5.6 For the avoidance of doubt, Agency warrants that all Advertisers will be required to provide Data capture forms which comply with Data Protection Legislation including the provision of appropriate links to relevant and valid terms and conditions and privacy policies and procurement of appropriate consent from the Data Subject for processing in accordance with the terms hereof.
5.7 Agency warrants that any Data captured by it or any Lead Suppliers to Agency, other contractors or associated third parties, and provided to Goallover for processing pursuant hereto will always have been collected in accordance with Data Protection Legislation.
5.8 Agency hereby acknowledges that it understands and approves Goallover's data processing methodology and that these reflect Agency's instructions regarding how Data should be processed pursuant to this Agreement.
5.9 Agency undertakes to ensure that all its Lead Suppliers capture Data in accordance with Data Protection Legislation.
5.10 Where any government or regulatory body commences an investigation in respect of any Data, the parties agreed to assist with any such investigation.


6. PAYMENTS
6.1 Agency shall pay Goallover for the Services as described in this Agreement.
6.2 All payments shall be made in full without any set-off, restriction or condition and without any deductions for or on account of any counterclaim, set-off or cross demand. Goallover may suspend or terminate the Services if payment is not made by the due date.
6.3 All amounts payable under this Agreement are exclusive of value added tax which will be added and shall be payable.
6.4 Any payments hereunder are due in pounds sterling unless expressly stated otherwise.
6.5 In the event that any court or other entity imposes any fine on Goallover as a result of any acts and/or omissions of Agency and/or its third parties in respect of Data transmitted, collected or processed in connection with this Agreement then Agency shall immediately indemnify Goallover for such fines and any costs incurred by Goallover in respect of such action.


7. WARRANTIES
7.1 Each party warrants to the other that:
7.1.1 it is familiar with and will maintain familiarity with the requirements of Data Protection Legislation and will at all times comply therewith;
7.1.2 it will obtain and maintain all appropriate registrations and consents under the Data Protection Legislation.
7.2 Goallover warrants that it will provide the Services using all reasonable skill and care through properly qualified and experienced persons.
7.3 Agency acknowledges that delivery of the Services is not warranted to be continuous, uninterrupted or error free.
7.4 The warranties given by Goallover in Clauses 7.1 and 7.2 are exclusive of and in lieu of all other conditions and warranties, either express or implied, statutory or otherwise, including without limitation those relating to satisfactory quality or fitness for purpose.
7.5 Agency hereby warrants that it has not been induced to enter into this Agreement by any prior representations whether oral or in writing except as expressly contained in this Agreement and hereby waives claim for breach of any such representations which are not so expressly mentioned.
7.6 Goallover hereby disclaims any warranties, conditions and other terms on or relating to the Service or any parts thereof which might otherwise be implied whether by statute, law, custom, course of dealing or otherwise, including without limitation any warranty, condition, or other terms of merchantability, quality, fitness for purpose or non-infringement to the fullest extent permitted by law.


8. INTELLECTUAL PROPERTY RIGHTS AND SOFTWARE LICENCE
8.1 Goallover acknowledges that the Creative materials provided by Agency for the use in the Service are the absolute property of Agency and/or the Advertiser.
8.2 Where Agency is responsible for contracting with Lead Suppliers and such Lead Suppliers require integration of their reporting with that of Goallover then use of the Software by such Lead Suppliers shall be subject to a separate grant of licence by Goallover to such Lead Suppliers.
8.3 Agency acknowledges that nothing in this Agreement is intended to give Agency rights in any Intellectual Property belonging to Goallover unless as expressly stated herein.
8.4 In consideration of the payment of the Fees, Goallover hereby grants to Agency a non-exclusive, non-transferable licence in object code to use the Software for the purpose of receiving the benefit of the Services (which for the avoidance of doubt shall not include the provision of facilities management or bureau services).
8.5 Any use of the Software otherwise than in accordance with Clause 8.4 shall be subject to Goallover's prior written consent and any reasonable additional fees which Goallover determines.
8.6 Agency shall not, except to the extent permitted by law, modify, reverse assemble, decompile or reverse engineer the Software nor shall it permit whether directly or indirectly any third party to do any of the foregoing.
8.7 In the event that Agency needs to provide access to the Software to any of its Lead Suppliers, it will only do so on the basis that Goallover approves such provision in writing and that Agency procures a warranty from such sub-contractor in favour of Goallover to the effect that such Lead Supplier will comply with the terms of Clause 8.6 above and only use the Software in accordance with Clause 8.4 above. The terms of such warranty should be as follows:-
<<[name of Lead Supplier] hereby warrants for the benefit of both Agency and Goallover Limited that in respect of "Lola Software" provided by Agency but owned by Goallover Limited, that it shall only use such software for the purpose of providing services to Agency and shall not, except to the extent permitted by law, modify, reverse assemble, decompile or reverse engineer the software nor shall it permit whether directly or indirectly any third party to do any of the foregoing.>>
8.8 In the event that Agency enables access to any third party otherwise than in accordance with Clause 8.7 above, Goallover will be entitled, without this constituting any breach of its obligations hereunder or being taken into account for any service credit calculation, to deny access to the Software to Agency, all Lead Suppliers and Advertisers until satisfied that the improper access has been traced and stopped.


9. INDEMNITIES
9.1 Goallover shall defend Agency against any action, suit or proceedings, any award of damages or costs or any settlement caused by reason of any infringement or alleged infringement of any copyright or other Intellectual Property Rights of a third party where such infringement or alleged infringement arises from Agency's authorised use or possession of the Software pursuant to this Agreement provided that:
9.1.1 any infringement or alleged infringement is not caused by any unauthorised changes to or unauthorised use of the Software made by or on behalf of Agency;
9.1.2 Agency makes no statement or admission without Goallover's prior written consent; and
9.1.3 Goallover has control of the defence of any action or such claim and all negotiations for settlement or compromise and Agency gives Goallover all reasonable assistance with the defence or settlement of such claim at Goallover's expense.
9.2 In the event that the Software or any part thereof is held to constitute an infringement, Goallover may at its option, or as part of any settlement or compromise either procure for Agency the right to continue using the Software, modify the Software so that it is non-infringing (provided it has at least the same level of functionality).
9.3 Each party shall indemnify the other against any action, suit or proceedings, any award of damages or costs or any settlement caused by reason of any breach of Data Protection Legislation or its obligations relating to Data pursuant hereto provided that:
9.3.1 the indemnified party makes no statement or admission without the indemnifying party's prior written consent; and
9.3.2 the indemnified party has control of the defence of any action or such claim and all negotiations for settlement or compromise and the indemnified party gives the indemnifying party all reasonable assistance with the defence or settlement of such claim at the indemnifying party's expense.


10. LIMITATION OF LIABILITY
10.1 The following provisions set out the entire financial liability of Goallover (including any liability for the acts or omissions of its employees, agents and sub-contractors) to Agency in respect of:
10.1.1 any breach of the Agreement;
10.1.2 any use made by Agency of the Services or any part of them; and
10.1.3 any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Agreement.
10.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
10.3 Nothing in these conditions excludes the liability of Goallover:
10.3.1 for death or personal injury caused by Goallover's negligence; or
10.3.2 for fraud or fraudulent misrepresentation.
10.4 Subject to Clause 10.2 and Clause 10.3, Goallover shall not be liable, whether in tort (including for breach of statutory duty), contract, misrepresentation or otherwise for:
10.4.1 loss of profits; or
10.4.2 loss of business; or
10.4.3 depletion of goodwill or similar losses; or
10.4.4 loss of anticipated savings; or
10.4.5 loss of goods; or
10.4.6 loss of contract; or
10.4.7 loss of use; or
10.4.8 loss or corruption of data or information; or
10.4.9 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
10.5 No matter how many claims are made and whatever the basis of such claims, Goallover's maximum aggregate liability to Agency under or in connection with this Agreement in respect of any direct loss (or any other loss to the extent that such loss is not excluded by Clause 10.4 above or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to the total amount paid by Agency to Goallover within the 6 (six) Month period immediately preceding the cause of action.
10.6 Agency agrees that it is in a better position than Goallover to foresee and estimate any loss it may suffer in connection with this Agreement and that the Fees have been set after taking full account of the limitations and exclusions in this Clause 10. Agency is recommended to effect suitable insurance having regard to its particular circumstances and the terms of this Clause 10.


11. TERM, SUSPENSION AND TERMINATION

Termination without cause
11.1 This Agreement will commence on the Commencement Date (as set out in Section E of the Client Contact Sheet) and shall continue for an initial period of 12 months and thereafter until, subject to Clauses 11.2 and 11.5, terminated by either party giving a notice period no shorter than that set out in Clause 11.3.
11.2 In no event shall termination take effect pursuant to Clause 11.1 prior to the expiry of the Minimum Term (as set out in Section E of the Client Contact Sheet).
11.3 The notice periods for the purposes of Clause 11.1 shall be as follows:
11.3.1 during the initial 6 Months of the Agreement, a minimum notice period of 3 Months will be required;
11.3.2 for the following 3 Months, a minimum notice period of 4 Months will be required;
11.3.3 thereafter a minimum notice period of 6 Months will be required.
11.4 This Agreement will renew automatically for a further 12 Months on each 6 Month anniversary of the Commencement Date.
11.5 Any notice served pursuant to Clause 11.1 shall not expire until after completion of any Campaign which is in course for Agency at the time such notice is served.


Termination with cause
11.6 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other party if:
11.6.1 the other party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
11.6.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
11.6.3 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
11.6.4 a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
11.6.5 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or
11.6.6 the other party ceases, or threatens to cease, to trade; or
11.6.7 there is a change of control of the other party; or
11.6.8 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.


Effects of termination
11.7 On termination or expiry of this Agreement for whatever reasons:
11.7.1 Agency shall pay all sums due and owing, the payment date for which will be automatically accelerated to the date of termination of this Agreement; and
11.7.2 The provisions of Clauses 8, 9, 10 and 12 shall survive expiry or termination.
11.8 Any termination and/or suspension of this Agreement shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party.


Suspension of Services
11.9 In the event of failure by Agency to pay any sum within the agreed timeframes set out herein, Goallover will be entitled to suspend the Services and such suspension shall be without prejudice to Agency's obligation to pay for services already rendered.

12. CONFIDENTIALITY AND PUBLICITY
12.1 Each party undertakes on behalf of itself and its respective employees, agents and servants that it will not without the prior written permission of the other party, permit the disclosure to or duplication or use by any third party of information received pursuant hereto unless such information (otherwise than due to a breach hereof) is at that time is already in the public domain.
12.2 The confidentiality provisions of this Agreement shall not preclude publicity referring to the existence of this Agreement or the fact that Goallover has provided services for the Advertiser and Agency.


13. FORCE MAJEURE
13.1 Neither party hereto shall be liable for any breach of its obligations hereunder, except in respect of payment, resulting from causes beyond the reasonable control of the party in default (or its sub contractors) including but not limited to act of God, war, insurrection, riot, civil commotion, Government regulation, embargo, explosion, strike, labour dispute, illness, flood, fire or tempest (an 'Event of Force Majeure'). Any time limit or estimate for a party to perform any act hereunder shall be suspended during an Event of Force Majeure.
13.2 Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
13.3 If a default due to an Event of Force Majeure shall continue for more than 30 days then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure but such termination shall not affect any pre existing rights or obligations of either party.


14. WAIVER
The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

15. NOTICES
Any notice request instruction or other document to be given hereunder shall be delivered or sent by first class post, email or by facsimile transmission (such email or facsimile transmission notice to be confirmed by letter posted within 12 hours) to the address or to the facsimile number of the other party set out in this Agreement (or such other address or numbers as may have been notified) and any such notice or other document shall be deemed to have been served (if delivered) at the time of delivery and (if sent by post) upon the expiration of 48 hours after posting and (if sent by facsimile transmission or email) upon the expiration of 12 hours after dispatch.

NOTICES TO EMAIL FAX NUMBER
GOALLOVER LIMITED robin@goallover.com 0207 278 6570
AGENCY LIMITED As per Contract Sheets As per Contract Sheets


16. INVALIDITY AND SEVERABILITY
If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

17. ENTIRE AGREEMENT
17.1Subject to Clause 17.2, this written Agreement (including the Schedules) and any Campaign Sheets constitute the entire agreement between the parties hereto relating to the subject matter hereof. In entering into this Agreement neither party has relied on any representation made by the other party unless such representation is expressly included herein. Nothing in this Clause 17.1 shall relieve either party of liability for fraudulent misrepresentations and neither party shall be entitled to any remedy for either any negligent or innocent misrepresentation except to the extent (if any) that a court, arbitrator or expert appointed under Clause 22 may allow reliance on the same as being fair and reasonable.
17.2 No change, alteration or modification to this Agreement shall be valid unless in writing and signed on behalf of both parties hereto.

18. SUCCESSORS
This Agreement shall be binding upon and enure for the benefit of the successors in title of the parties hereto.

19. ASSIGNMENT
Agency shall not be entitled to assign this Agreement nor all or any of its rights and obligations hereunder.

20. SUB CONTRACTING AND THIRD PARTY RIGHTS
20.1 Goallover shall be entitled to sub contract the whole or any part of its obligations hereunder to any third party but shall remain liable as if it were performing the Project itself.
20.2 No term of this Agreement is intended to confer a benefit on or to be enforceable by, any person who is not a party to this Agreement.

21. DISPUTES
21.1 All disputes or differences which shall at any time hereafter arise between Goallover and Agency in respect of the construction or effect of this Agreement or the rights duties and liabilities of the parties hereunder or any matter or event connected with or arising out of this Agreement (a 'Relevant Event') shall be referred to such independent third party (the 'Third Party') as Goallover and Agency shall jointly nominate.
21.2 If Goallover and Agency shall fail to nominate a Third Party within 14 days of the date of occurrence of the Relevant Event then the Third Party shall be nominated at the request of either Goallover or Agency by the President for the time being of the British Computer Society.
21.3 The Third Party shall act as an expert and not as an arbitrator whose decision (including as to costs) shall, except in the case of manifest error, be final and binding upon Goallover and Agency.

22. LAW
This Agreement shall be governed by and construed in accordance with English law and (subject always to Clause 21) the parties submit to the exclusive jurisdiction of the courts of England and Wales.