DXWW Ltd – Managed Services Terms and Conditions

Last Updated: 01-04-2025

Effective Between: DXWW Ltd trading as DemandExchange, a company incorporated in England and Wales under company number 15869862 with its registered office at Unit 102 Metroline House, 118-122 College Road, Harrow, United Kingdom, HA1 1BQ (“DXWW”) and the client named in the applicable Statement of Work (“the Client”).

1. Definitions and Interpretation

• 1.1 “Affiliate” means any entity that controls, is controlled by, or is under common control with a party.
• 1.2 “Agreement” means these Terms and Conditions together with any Statement(s) of Work (“SOW”).
• 1.3 “Client Data” means all data, content, and materials provided by or on behalf of the Client.
• 1.4 “Confidential Information” means any non-public, proprietary, or commercially sensitive information.
• 1.5 “Services” means the services to be provided by DXWW as described in an SOW.
• 1.6 All references to laws include amendments and reenactments. Headings are for guidance only.

2. Scope of Services

• 2.1 DXWW will provide Services as set out in the applicable SOW, including but not limited to:
Deployment of branded campaign and content hubs; Syndication and distribution of content to publishers, partners, and the Client’s ecosystem (resellers, system integrators, strategic alliances, and agencies); Lead capture, validation, enrichment, and delivery into the Client’s CRM, marketing automation, webinar/event, or enrichment platforms.
• 2.2 Where relevant, DXWW may coordinate or procure media buying, publisher placement, or third-party services to support campaign delivery, as outlined in the applicable SOW.

3. Platform Access and Restrictions

• 3.1 DXWW may provide access to certain elements of its platform for use solely in connection with the Services.
• 3.2 The Client shall not (and shall ensure its users and Affiliates do not):
a) Reverse engineer, decompile, or derive the source code or architecture of the DXWW platform; b) Copy, clone, adapt, or replicate any part of the platform or its components; c) Interfere with or bypass any access control or system integrity mechanisms; d) Use the platform to build or inform any competing technology or service.

4. Intellectual Property

• 4.1 DXWW retains all IP rights in its platform, technology, templates, workflows, and associated tools.
• 4.2 The Client retains ownership of its own content and lead data.
• 4.3 No rights are granted other than those explicitly outlined in this Agreement or an SOW.

5. Client Responsibilities

The Client shall:
a) Provide all necessary content, branding, access credentials, and approvals in a timely manner;
b) Ensure all materials and usage comply with applicable laws and permissions;
c) Cooperate reasonably with DXWW to support campaign delivery and respond promptly to requests;
d) Acknowledge that any delay or failure to meet deadlines or dependencies on the Client’s part may result in missed campaign timelines or performance metrics, for which DXWW shall bear no liability.

6. Fees and Payment

• 6.1 Fees are defined in each Statement of Work and are exclusive of VAT or other applicable taxes.
• 6.2 Invoices are payable within thirty (30) days unless otherwise agreed.
• 6.3 In the event of late payment, DXWW may charge:
a) Statutory interest at 8% above the Bank of England base rate, calculated daily;
b) A fixed late payment charge in accordance with the Late Payment of Commercial Debts (Interest) Act 1998: £40 for debts under £1,000, £70 for debts between £1,000–£9,999.99, and £100 for debts over £10,000;
c) All reasonable debt recovery costs in addition to the fixed fee.

7. Procurement of Third-Party Services and Costs

• 7.1 Where set out in an SOW, DXWW may procure third-party services including (but not limited to):
Programmatic advertising Publisher placements or content sponsorships Technology platforms or tools Data enrichment and validation vendors
• 7.2 DXWW may act as principal or agent in relation to such services. Unless otherwise agreed, DXWW is not obliged to disclose supplier costs or markups.
• 7.3 The Client agrees to pay all committed or non-cancellable third-party costs, even if termination occurs prior to delivery.

8. Data Protection and Processing

• 8.1 Each party shall comply with applicable data protection laws, including the UK GDPR, EU GDPR, CCPA, CPRA, and similar regulations.
• 8.2 The Client is the data controller. DXWW acts as data processor under the Client’s instruction.
• 8.3 DXWW shall:
a) Process Client Data lawfully and only as instructed; b) Maintain appropriate security measures; c) Ensure personnel with access are bound by confidentiality obligations; d) Provide reasonable cooperation with audits, impact assessments, or subject requests.
• 8.4 Client Data may be transferred or processed outside the UK/EEA, including in the United States, under appropriate safeguards.
• 8.5 The Client authorises DXWW to engage subprocessors (including for lead validation or enrichment). DXWW shall ensure such subprocessors are subject to equivalent data protection obligations.

9. Performance, Delivery, and Dependencies

• 9.1 DXWW will use commercially reasonable efforts to deliver the Services in accordance with the agreed timelines, deliverables, and performance metrics outlined in the Statement of Work.
• 9.2 The Client acknowledges that successful delivery of the Services depends on timely access to assets, systems, approvals, and resources. DXWW shall not be liable for underperformance, missed deadlines, or reduced results arising from:
a) Delays in Client approval or content provision; b) Delays in onboarding or enabling the Client’s partners, publishers, or systems; c) Failure by the Client to allocate sufficient time, resources, or responsiveness to meet campaign dependencies or go-live dates.
• 9.3 Leads or campaign outputs provided by DXWW shall be deemed accepted unless disputed in writing within ten (10) business days. If a dispute is upheld, DXWW may, at its discretion, offer replacements, credit, or other commercial remedies.
• 9.4 While DXWW uses best efforts to secure publisher and partner participation, DXWW makes no guarantee that any specific partner or publisher will host content, adopt technology, or participate in the campaign. Lack of participation from any specific third party does not entitle the Client to termination or refund.

10. Subcontractors and Publishers

• 10.1 DXWW may engage subcontractors, media networks, publishers, or vendors to support the delivery of Services.
• 10.2 DXWW remains responsible for directly managed subcontractors that provide core elements of the Services (e.g. platform operations, managed delivery, data handling).
• 10.3 However, DXWW shall not be liable for delivery failures, refusal to participate, or underperformance by external publishers or partner entities outside its direct control. DXWW will coordinate in good faith but cannot compel third-party adoption or performance.

11. Service Suspension

• 11.1 DXWW may suspend Services (in whole or in part) immediately upon written notice if:
a) The Client fails to pay any undisputed invoice more than 10 days past its due date; b) The Client materially breaches these Terms; c) Continued provision of Services presents a regulatory, legal, or reputational risk.
• 11.2 DXWW will provide prior notice and an opportunity to cure where commercially feasible.

12. Marketing Reference Use

• 12.1 Unless otherwise agreed in writing, DXWW may refer to the Client as a customer in its marketing and sales materials, including the use of the Client’s name and logo.
• 12.2 Any reference to specific campaign results or commercial terms shall require prior written approval from the Client.

13. Technical and Security Safeguards

• 13.1 DXWW will implement and maintain appropriate technical and organisational measures to protect Client Data and platform operations. These may include:
Encryption of data in transit and at rest Logical access controls and role-based permissions Regular patching and vulnerability assessments Business continuity and disaster recovery procedures
• 13.2 DXWW shall notify the Client without undue delay of any Security Incident affecting Client Data and will cooperate in investigating, mitigating, and resolving the incident.

14. Misuse of Lead Data

• 14.1 The Client is solely responsible for the lawful use of any lead data delivered as part of the Services.
• 14.2 The Client agrees not to:
a) Use lead data for unlawful, misleading, or non-consented marketing purposes; b) Share, license, resell, or syndicate lead data to third parties without lawful basis and appropriate permissions; c) Engage in any marketing, profiling, or enrichment that violates applicable privacy laws, platform policies, or data subject rights.
• 14.3 DXWW accepts no liability for the Client’s use, storage, or transmission of lead data following delivery.

15. Platform Use Restrictions

• 15.1 The Client shall not, and shall ensure that its staff, Affiliates, contractors, and partners do not:
a) Access the platform or services for any purpose not expressly authorised under the Agreement; b) Attempt to reverse engineer, probe, scan, or breach any part of the system; c) Interfere with or disable any security, metering, tracking, or control features; d) Use the platform in a way that could compromise system performance, availability, or integrity.

16. Client Use and Access Limitations

• 16.1 Unless otherwise agreed in writing, the Services are provided solely for the Client’s internal use.
• 16.2 The Client may not:
a) Offer, resell, sublicense, or white-label the Services to any third party; b) Provide access to the Services to unauthorised users, agencies, or resellers; c) Incorporate the Services into any bundled commercial offering or software platform.

17. Platform Integrity and Monitoring

• 17.1 DXWW reserves the right to monitor system usage for security, compliance, and operational efficiency.
• 17.2 The Client shall not introduce malware, disrupt platform operations, or interfere with system availability.
• 17.3 DXWW may suspend access, without liability, where it reasonably suspects breach, misuse, or security threat affecting the integrity of the Services.

18. Non-Solicitation

• 18.1 The Client agrees that it shall not, during the term of this Agreement and for a period of twelve (12) months following termination or expiry, directly or indirectly solicit, hire, or engage any employee, contractor, or consultant of DXWW who was materially involved in the delivery of the Services.
• 18.2 This restriction shall not apply to general employment advertisements or recruitment through channels not specifically targeting DXWW personnel.

19. Compliance with Laws

• 19.1 Each party shall comply with all applicable local, national, and international laws, regulations, and codes in connection with the Services, including:
Data protection and privacy legislation (e.g., GDPR, CCPA); Marketing, e-commerce, and spam laws (e.g., CAN-SPAM, PECR); Intellectual property and copyright laws; Anti-bribery and anti-corruption legislation.
• 19.2 Each party shall be solely responsible for securing any licenses, consents, or authorisations required to perform its obligations.

20. Export Control and Sanctions

• 20.1 The Client shall not use, export, re-export, or transfer any part of the Services in violation of UK, EU, or US export control or sanctions laws.
• 20.2 DXWW may suspend or terminate Services if it reasonably believes continued delivery would breach any applicable trade restrictions or embargoes.

21. Indemnification

• 21.1 The Client agrees to indemnify and hold harmless DXWW, its Affiliates, officers, employees, and agents from and against all claims, liabilities, losses, and expenses (including reasonable legal fees) arising from:
a) The Client’s breach of this Agreement or any applicable law; b) The Client’s misuse of the Services or lead data; c) Any third-party claim alleging that materials supplied by the Client (e.g., content, targeting data) infringe intellectual property rights or violate privacy laws.
• 21.2 DXWW shall notify the Client promptly of any indemnified claim and shall cooperate, at the Client’s cost, in the defense and resolution of the claim.

22. Limitation of Liability

• 22.1 Nothing in this Agreement shall limit or exclude either party’s liability for fraud or any liability that cannot be excluded by law.
• 22.2 Subject to Clause 22.1, DXWW’s total aggregate liability shall be:
a) For campaign-based Services: limited to the total fees paid by the Client for the applicable campaign; b) For ongoing Services: limited to fees paid in the twelve (12) months preceding the event giving rise to the claim.
• 22.3 DXWW shall not be liable for:
a) Indirect, incidental, or consequential damages; b) Loss of profit, revenue, goodwill, or data; c) Failure or delay caused by publishers, platforms, or vendors outside of DXWW’s control.

23. Confidentiality

• 23.1 Each party agrees to keep all Confidential Information strictly confidential and to use it only for the purpose of fulfilling its obligations under this Agreement.
• 23.2 Confidential Information may only be disclosed to employees, contractors, or advisors on a need-to-know basis and subject to equivalent confidentiality obligations.
• 23.3 These obligations remain in effect for five (5) years after termination or expiry of the Agreement, except for trade secrets, which must be kept confidential indefinitely.

24. Entire Agreement

• 24.1 This Agreement (including all incorporated Statements of Work) constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior representations, proposals, or understandings.
• 24.2 In the event the parties have signed a Master Services Agreement (“MSA”), the MSA shall prevail to the extent of any conflict between it and these Terms.

25. Force Majeure

• 25.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (except for payment obligations) due to events beyond its reasonable control, including but not limited to:
Acts of God, natural disasters, pandemics, or epidemics War, terrorism, civil unrest, or government actions Internet or telecommunications outages Labour disputes or strikes Failure of third-party service providers, publishers, or platforms, where such failure is not reasonably foreseeable or avoidable
• 25.2 The affected party must notify the other in writing as soon as practicable and shall use reasonable efforts to mitigate the impact.
• 25.3 If the force majeure event continues for more than thirty (30) days, either party may terminate the affected Statement of Work upon written notice.

26. Survival

• 26.1 The following provisions shall survive termination or expiration:
Clauses 4 (Intellectual Property), 6 (Fees), 8 (Data Protection), 14 (Lead Data Misuse), 18 (Non-Solicitation), 21 (Indemnification), 22 (Liability), 23 (Confidentiality), and any others which by their nature are intended to survive.

27. No Exclusivity

• 27.1 Unless explicitly stated otherwise in a Statement of Work, nothing in this Agreement shall create an exclusive relationship between the parties.
• 27.2 DXWW reserves the right to provide similar or identical Services to other clients, including those operating in the same industry or vertical, provided that no Confidential Information is disclosed or reused.

28. Term and Termination

• 28.1 This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Clause.
• 28.2 Either party may terminate this Agreement or any active SOW with thirty (30) days’ written notice.
• 28.3 Either party may terminate immediately upon written notice if the other party:
a) Commits a material breach and fails to remedy it within fourteen (14) days of notice; b) Becomes insolvent or enters into administration, liquidation, or analogous proceedings; c) Ceases to carry on business or is otherwise unable to perform its obligations.
• 28.4 Upon termination:
a) DXWW shall cease Services and provide any agreed final deliverables; b) The Client shall pay all undisputed fees for Services performed up to the effective date of termination; c) The Client shall remain liable for all committed or non-cancellable third-party costs incurred by DXWW on its behalf; d) All outstanding invoices shall become immediately due and payable.
• 28.5 Clauses intended to survive termination shall remain in full force and effect.

29. Amendments

• 29.1 DXWW may update these Terms from time to time. Any material changes will be notified to the Client in advance.
• 29.2 Continued use of the Services after the effective date of updated Terms shall constitute the Client’s acceptance of the changes.

30. Notices

• 30.1 All notices under this Agreement shall be in writing and deemed properly served when:
a) Delivered by hand or courier to the registered office of the recipient; b) Sent by first-class recorded delivery; c) Sent via email to the official point of contact, with confirmation of delivery, provided that if sent outside business hours, it shall be deemed received on the next business day.

31. Governing Law and Jurisdiction

• 31.1 This Agreement and any disputes arising out of or in connection with it (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales.
• 31.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to resolve any such disputes.

32. Contact

DXWW Ltd
Company Number: 15869862
Unit 102 Metroline House, 118-122 College Road, Harrow, United Kingdom, HA1 1BQ
Email: info@demandexchangeworldwide.com