Legal Framework

Definitions

The following definitions apply throughout this Framework. They form part of the Contractual Terms for each Agreement. Their use in Part I or Part III does not make either Part contractual. Other data-protection terms have their meanings under applicable Data Protection Laws.

Acceptance Invoice means an invoice that supplies the applicable Transaction Facts under Record 1 and is presented for acceptance with the Contractual Terms.
Acceptance Package means the initial or variation package described in clause 2.5.
Acceptance Record means any record or combination of records retained as evidence under Record 2.1.
Affirmed means Affirmed Agency Ltd, company number 16475050, of 124 City Road, London, England, EC1V 2NX. we, us and our refer to Affirmed.
Affirmed Confidential Information means Confidential Information disclosed by or on behalf of Affirmed. It includes Affirmed's non-public fees, discounts, concessions, payment arrangements, methods, processes, systems, workflows, templates, prompts, scripts, software, security information, business plans and know-how, whether or not individually marked confidential.
Affirmed Property means affirmed.co, app.affirmed.co or any related website, client portal, dashboard, software, interface or documentation made available by Affirmed. Affirmed Properties means all of them.
Affirmed Special Term means an additional term inserted or expressly approved by Affirmed and clearly identified as a special term in an accepted Acceptance Invoice.
Agreement means the components identified in clause 2.1.
AI Tool means a third-party artificial-intelligence, machine-learning or automated system used to assist in providing or administering Services. AI Tools means all such systems.
Approved Spend means the aggregate Media Spend limit most recently approved by the Client in writing for an applicable paid-advertising Service.
Authorised User means a person whom the Client permits to access an Affirmed Property on its behalf.
Client means the legal person identified as recipient in the Acceptance Invoice, subject to clause 1.1. you and your refer to the Client.
Client Confidential Information means Confidential Information disclosed by or on behalf of the Client. Aggregated, de-identified or anonymised information from which neither the Client nor an individual is reasonably identifiable is not Client Confidential Information.
Client Deliverable means a final client-specific item of copy, report, analysis, structure or client-specific code expressly supplied to the Client as a final output, excluding Service Materials, Platform Materials, third-party materials, source files, working files and intermediate materials unless Affirmed expressly identifies an item as included. Client Deliverables means all such items.
Client Materials means the Client's brand, content, data, accounts and supplied materials.
Client Personal Data means personal data processed by Affirmed as processor on the Client's behalf.
Confidential Information means non-public information disclosed in connection with the Agreement that is marked confidential or whose confidential nature is reasonably apparent from its content or context. It does not include information that the recipient can show is or becomes lawfully public without breach, was already lawfully known without restriction, is lawfully received from another source without restriction, or is independently developed without use of the discloser's Confidential Information.
Contract Core means Article I.
Contractual Terms means this Definitions section and Part II of this Framework.
Data Processing Terms means Article IV.
Data Protection Laws means the UK GDPR, Data Protection Act 2018, Privacy and Electronic Communications Regulations 2003, Data (Use and Access) Act 2025, EU GDPR where applicable, and other privacy laws applying to the processing, each as amended or replaced.
Description means the optional scope description recorded for a Service line in the Acceptance Invoice.
Effective Date means the time of the earliest acceptance act under clause 2.7; a server, payment or other reliable timestamp is evidence of that time.
Force Majeure Event means any event, circumstance or combination that materially affects performance and is outside Affirmed's reasonable control, and includes each of the following to the extent it was not deliberately caused by Affirmed for the purpose of avoiding the Agreement: act of God, severe weather, fire, flood, epidemic or public-health event; war, terrorism, civil disorder, sanctions, governmental or regulatory action, or change in law; utility, internet, communications, hosting, banking or payment failure; cyberattack, malicious activity or security incident; labour dispute, illness, unavailability or shortage of personnel; interruption, restriction, failure, policy change or withdrawal by Google or another platform, supplier, subcontractor or service provider; and failure of a third party on which the Services reasonably depend.
Framework means this Legal Framework, comprising this Definitions section and Parts I to III.
Initial Implementation Milestone means the specific deliverable or implementation outcome selected and confirmed under clause 14.
Media Spend means advertising charges reported by an advertising platform for an account or campaign affected by a Service, excluding tax and reflecting later credits or adjustments.
Media Spend Boundary means £50,000 per calendar month excluding tax in aggregate across the paid-advertising accounts affected by a Service, or another amount and currency identified as an Affirmed Special Term.
Name means the service name recorded for a Service line in the Acceptance Invoice.
Notice means the Privacy Notice, Subprocessor Register or Copyright Notice identified in Part I, as applicable. Notices means all of them.
Ordinary Service Defect means an alleged delay, omission, error or failure to conform in a Service or Client Deliverable. It does not include a claim or remedy governed by clause 14, liability within clause 7.1, or a claim concerning confidentiality, data processing, intellectual property, a third-party claim or unauthorised Media Spend.
Period means the optional duration of one unit of a Service recorded as a positive whole number of days, weeks or months in the Acceptance Invoice.
Platform Materials means the software, design, interfaces, text, graphics, branding, documentation and other content of the Affirmed Properties. Platform Materials do not include Client Materials or Client Deliverables merely because they are stored, transmitted or displayed through an Affirmed Property.
Platform Use Terms means Article III.
Quantity means the positive whole number of units of a Service purchased in the Acceptance Invoice.
Ready Date means the date Affirmed confirms in writing under clause 14 that it reasonably considers the applicable readiness conditions satisfied.
Service means an individual service line identified by Name in the Acceptance Invoice and governed by Article II.
Service Materials means all materials, technology and intellectual property owned, developed or acquired by Affirmed independently of a Client Deliverable or capable of general or repeated use, including pre-existing and independently developed materials; prompts, templates, scripts, code libraries, models, tools, systems and configurations; methods, processes, workflows, techniques and know-how; working files, intermediate materials and internal documentation; generic components, structures and functionality; and modifications, improvements, derivatives and non-identifying generalised learnings developed before, during or after the Agreement. Service Materials exclude Client Materials and Platform Materials.
Service Order means the separate one-off purchase formed from an accepted Acceptance Invoice under clause 2.1.
Services means, collectively, all Service lines in the applicable Service Order.
Subprocessor Register means the register identified as Notice 2 in Part I.
Transaction Fact means a Client-specific identity or commercial value that Record 1 or an applicable Article expressly assigns to the Acceptance Invoice. Transaction Facts means all such facts.
Unit Price means the price in pounds sterling for one unit of a Service, excluding tax, Media Spend and separately itemised third-party charges.
Universal Service Terms means Article II.
Working Day means Monday to Friday, excluding public holidays in England, using London time.
written includes email and a retained affirmative electronic record.

Part I — Notices

Part I contains the Notices. It is informational only, does not form part of any Agreement and is not accepted as contractual terms. A Notice may be updated when the underlying facts, operations or law change; clause 2.10 governs the separate question of amending an Agreement.

Notice 1 — Privacy Notice

Notice 1.1 Affirmed's current Privacy Notice is the source of transparency for personal-data processing where Affirmed acts as controller.

Notice 1.2 For processor operations, the binding obligations are in Article IV. The Privacy Notice may additionally provide non-contractual operational transparency about independent controllers to whom Affirmed may disclose information on a Client's documented instructions.

Notice 2 — Subprocessor Register

Notice 2.1 Affirmed's current Subprocessor Register identifies the current third parties engaged by Affirmed as subprocessors for Client Personal Data. It is a publicly available, facts-only Notice and may be updated as providers, products, processing arrangements or applicable law change.

Notice 2.2 Each current subprocessor entry will identify the provider or service sufficiently to support the general authorisation in clause 28.1. The Subprocessor Register may include such additional information about purpose, data, location, transfer arrangement, applicability or timing as Affirmed considers appropriate or is required to provide by applicable law.

The form, fields, level of detail, grouping and presentation of the Subprocessor Register may change. Nothing in this section requires a prescribed table, checkout placement, immutable copy, cryptographic hash or separate public version label.

Notice 2.3 For subprocessor authorisation, contracting, change notice, objection and responsibility, see clause 28.

Notice 3 — Copyright Notice

Notice 3.1 Affirmed's current Copyright Notice identifies its public copyright metadata and the channel for permission requests or good-faith infringement reports.

Notice 3.2 For contractual ownership and licences, see clause 24 for Platform Materials and clause 19 for Client Materials, Service Materials and Client Deliverables.

Part II — Contractual Terms

The Definitions section and Part II, together with the permitted Transaction Facts in the accepted Acceptance Invoice, form the Agreement. Its Articles apply only according to the routing rules in the Contract Core.

Article I — Contract Core

1. Parties and business-only scope

1.1 Each Agreement is between Affirmed and the Client.

If the recipient is identified by a trading name, brand or materially inaccurate description, the Client is the legal person that Affirmed reasonably understood from the Acceptance Invoice and surrounding acceptance conduct to be contracting for the Services. Relevant evidence includes ownership or operation of the represented business, the person that caused or permitted acceptance, the person that instructed commencement and the principal recipient of the Services. For a sole trader, that individual is personally the Client.

The Client warrants that the identity and contact information supplied to Affirmed is accurate and must promptly correct any error. A misnomer, incomplete registration detail or other manifest identification error does not invalidate the Agreement. Affirmed may correct its records and invoices to reflect the intended legal person without a variation, provided that a genuinely different legal person may not be substituted without that person's acceptance.

1.2 The Contractual Terms are offered only to a Client contracting wholly or mainly for its trade, business, craft or profession and not as a consumer.

2. Formation and application of Articles

2.1 Each accepted Acceptance Invoice forms a separate one-off Service Order and Agreement beginning on its Effective Date. That Agreement consists only of:

the Definitions section;
this Contract Core;
each Article made applicable by clause 2.2;
the Transaction Facts supplied by the accepted Acceptance Invoice;
any Affirmed Special Term in the accepted Acceptance Invoice; and
any later amendment, update or variation made or accepted under clause 2.10.

2.2 The Articles apply as follows:

the Contract Core applies throughout the Agreement;
the Universal Service Terms apply to every Service identified in the Acceptance Invoice;
the Platform Use Terms apply whenever the Client or an Authorised User accesses an Affirmed Property in connection with purchasing, receiving or administering a Service; and
the Data Processing Terms apply only to a processing operation for which Affirmed acts as processor on the Client's behalf.

2.3 Notices are not Articles of the Contractual Terms. They do not form part of the Agreement or create contractual warranties. Presentation or acknowledgement of a Notice does not mean that the Client agrees to it.

2.4 Personal-data rules are routed operation by operation:

where the Client determines the purpose and essential means and Affirmed processes personal data on the Client's documented instructions, the Data Processing Terms apply;
where Affirmed determines the purpose and essential means, Affirmed acts as controller and provides transparency through the Privacy Notice;
where Google or another third party independently determines its purposes and essential means, its own terms and privacy information apply; and
proposed joint-controller processing requires an appropriate written arrangement before it begins.

The role depends on the processing operation, not merely the identity of the person or dataset.

2.5 An Acceptance Package contains the Acceptance Invoice and the Contractual Terms made available through the linked canonical Legal Framework page. Where Affirmed proposes a bespoke written variation, the variation Acceptance Package contains or clearly describes the resulting change.

Before the primary electronic acceptance flow is completed, the Client must be able to open the Acceptance Invoice and Contractual Terms presented, and the Contractual Terms must be available in a form capable of being stored and reproduced. Notices are made available separately where required, are not part of the Acceptance Package and remain governed by clause 2.3.

2.6 Affirmed makes and authenticates an offer or proposed variation when an authorised representative issues, or directs an authorised system to issue, the relevant Acceptance Package on Affirmed's behalf.

That act is sufficient evidence of Affirmed's authority and intention to make the offer. No handwritten signature, electronic-signature mark, signatory field or separately retained signature record is a condition of the offer, formation, validity or enforcement.

2.7 The Client accepts and the Agreement is formed at the earliest time that the Client or a person acting or apparently acting on its behalf, after the Acceptance Package has been made available:

signs a counterpart or electronic-signature record;
completes both of the following electronic steps:

a. selects a separate, initially unchecked control displayed alongside:

I have reviewed the above and agree to the terms of service.

b. clicks a separate button labelled Accept and continue to payment;
in circumstances objectively demonstrating agreement to the Acceptance Package:

a. pays all or any part of the Acceptance Invoice; b. instructs Affirmed to begin or continue the Services; c. supplies account access, Client Materials or other information for the Services; or d. otherwise receives, uses or continues the Services.

Selecting the control in paragraph 2(a) alone does not complete the primary electronic acceptance flow. The alternative methods protect formation where that flow is not completed or its evidence is unavailable.

2.8 In consideration of Affirmed relying on the acceptance act and entering into or performing the Agreement, each individual who performs, procures or permits an acceptance act under clause 2.7 gives Affirmed a separate personal warranty that they are authorised to bind the Client.

By that act, the Client represents and warrants that it contracts for business purposes; the material Transaction Facts supplied by or on behalf of the Client are accurate; and the Acceptance Package was made available before the acceptance act.

The Client authorises Affirmed to treat an acceptance act carried out through its billing email, authorised account, representative or payment process as Client-authorised until Affirmed receives actual notice to the contrary, and is responsible for that act to the fullest extent applicable agency law permits. A person who purports to act without authority remains personally responsible to Affirmed for loss caused by breach of the authority warranty.

2.9 Affirmed may create and retain the evidence described in Record 2. Its records are prima facie evidence of the matters they record unless the Client establishes manifest error.

The absence, corruption, migration, correction or incompleteness of an evidential record or field does not invalidate formation, vary the Agreement or itself give the Client a remedy where acceptance or the applicable terms can be established by other lawful evidence. Records may be migrated, reformatted, deduplicated or technically corrected provided the process does not materially change the substance of what the record showed when created and any substantive correction is itself identifiable from retained evidence.

2.10 Affirmed may amend the Contractual Terms or an applicable Article prospectively for the unperformed part of a Service Order by giving written notice through the Client's billing email, an invoice, an Affirmed Property or another reasonable electronic method. Unless this section or an applicable Article permits earlier effect, an amendment takes effect on the date stated in the notice.

Affirmed may make a change immediately or on shorter notice where it:

is reasonably required by law, a regulator, security, fraud prevention, platform or provider requirements;
addresses an external service, supplier or technical change;
corrects a manifest error, broken reference, contact detail, supplier detail, tax detail, numbering or drafting inconsistency;
is non-material or reasonably beneficial to the Client; or
does not materially reduce the core Services already paid for under the affected Service Order.

By accepting the Agreement, the Client gives advance consent to an amendment validly made under this section. The amendment becomes binding on its stated effective date without a further acceptance action. Continued instruction, access, receipt, use or payment is additional evidence of the amendment and not a condition of its effectiveness.

An amendment under this section does not by itself impose a new Service, additional Quantity or additional Unit Price. A new Service, additional purchased unit or additional Period requires a new accepted Acceptance Invoice. A bespoke accepted variation or rush quote may change or add work within an existing Service Order but does not create an automatic renewal or future Period. If the Client does not wish to continue after a prospective amendment, its sole contractual option is to cancel the affected Service Order under clause 17.1. No additional refund or termination right arises.

A rush quote may be accepted under clause 12.7. A bespoke variation may be accepted by any method in clause 2.7. It is sufficient for the resulting change to be objectively clear; it need not list every consequential cross-reference or reproduce the complete Agreement. An amendment does not retrospectively alter accrued rights or liability unless law requires it or the parties expressly agree otherwise.

3. Agreement composition and priority

3.1 Each Acceptance Invoice supplies the Client-specific and commercial facts assigned to it by Record 1 or an applicable Article. It may also contain an additional term expressly inserted or approved by Affirmed and clearly identified as an Affirmed Special Term. Each later invoice that is presented and accepted with the Contractual Terms forms a separate Service Order under clause 2.1. An invoice not presented for acceptance is only a billing or administrative record unless it clearly operates as a notice or proposed variation under clause 2.10.

3.2 For each invoice line, its Name, optional Description, optional Period, Quantity and Unit Price are Transaction Facts and define the commercial scope under Article II. A Transaction Fact replaces the corresponding default where an applicable Article permits that fact to be supplied by the Acceptance Invoice. An Affirmed Special Term replaces the corresponding provision solely to the extent it clearly identifies a different rule. A memo, administrative note or other invoice wording that is not one of those Transaction Facts or an Affirmed Special Term does not modify the Agreement.

3.3 If provisions conflict, the following order applies:

a mandatory transfer mechanism, solely for the processing it governs;
a later amendment or variation under clause 2.10, solely to the extent of the resulting change;
an Affirmed Special Term in the accepted Acceptance Invoice;
the Data Processing Terms, solely for processor activity;
the relevant subject-specific Article, solely for its subject; and
the Contract Core.

A general amendment does not override an Affirmed Special Term unless the amendment expressly or necessarily changes it.

3.4 Client purchase-order terms, procurement terms, portal terms or other Client standard terms do not apply unless Affirmed expressly approves them as an Affirmed Special Term or written variation.

3.5 A proposal, audit, forecast, sales conversation, webpage, Notice or other statement outside the Agreement does not create or amend an obligation.

The Client acknowledges that it has not relied on, and has no remedy for, any statement, promise, projection or representation that is not expressly set out in the Agreement. Before acceptance, the Client had the opportunity to identify any statement on which it intended to rely and require it to be recorded in the Acceptance Package.

To the fullest extent permitted by law, all liability and remedies for innocent or negligent misrepresentation are excluded. Nothing excludes liability for fraud or fraudulent misrepresentation.

3.6 Only an Affirmed Special Term or an amendment or variation under clause 2.10 may alter an accepted Agreement. A credit note, replacement invoice or other accounting record may correct tax, arithmetic, contact, registration, address or clerical information without altering substantive rights.

Affirmed may correct a manifest misdescription of the intended Client under clause 1.1 without a variation. Substitution of a genuinely different Client requires acceptance by that person. A changed fee, service or other Transaction Fact may take effect through a later accepted invoice, continued performance or another method permitted by clauses 2.7 and 2.10.

3.7 No term is incorporated into the Agreement, and no obligation is created or varied, by trade, custom, practice or course of dealing.

4. Interpretation

4.1 The Definitions section governs the meaning of defined terms. A definition does not make an Article applicable beyond the routing rules in clause 2.2 or make a Notice contractual.

5. Confidentiality

5.1 The parties' rights and duties concerning Confidential Information are governed by this section.

5.2 The Client will:

use Affirmed Confidential Information only to receive the Services and perform the Agreement;
protect it with reasonable care; and
disclose it only to personnel and professional advisers that need it for that purpose and owe appropriate confidentiality duties.

Affirmed may use Client Confidential Information to provide, administer, secure, analyse, support and improve its services and business; exercise or defend legal rights; obtain insurance, finance or professional advice; comply with law; conduct internal reporting; and evaluate or complete a financing, reorganisation or business transaction.

Affirmed may disclose Client Confidential Information for those purposes to its personnel, subcontractors, platforms, service providers, professional advisers, insurers, financiers and actual or prospective transaction counterparties that need it and are subject to appropriate confidentiality, professional or data-protection duties. Clause 20 governs identifiable publicity and case-study use.

5.3 Nothing prevents Affirmed's personnel from using general ideas, skills, experience and know-how retained in unaided memory, provided they did not deliberately memorise Confidential Information to avoid this section and do not disclose identifiable Client information, credentials or source material.

5.4 A disclosure required by law, court, regulator or binding platform process is permitted.

The Client must, where lawful, give Affirmed advance notice and reasonable assistance before disclosing Affirmed Confidential Information.

Affirmed is required to notify the Client of compelled disclosure only where law requires that notice. Any additional notice or assistance is at Affirmed's discretion and, unless the need arose from Affirmed's breach, may be charged at Affirmed's reasonable rate and made conditional on advance payment. Nothing requires Affirmed to delay lawful compliance.

5.5 Except for Client Personal Data governed by clause 32, Affirmed is not required to return or destroy Client Confidential Information merely because it is requested or the Agreement ends. Affirmed may retain operational, analytical, security, evidential, legal, regulatory, tax, insurance, professional-advice and transaction records, and information remaining in protected archives or backups, subject to the applicable duties in this section.

The Client must, on Affirmed's written request or when the Agreement ends, cease use of and return or securely destroy Affirmed Confidential Information where practicable, except for one protected legal or compliance copy and inaccessible routine backups.

5.6 A use or disclosure expressly permitted by another applicable Article is not a breach of this section. Article IV exclusively governs Affirmed's processor obligations for Client Personal Data. The Privacy Notice governs transparency for Affirmed's controller processing.

5.7 Affirmed's contractual confidentiality duties concerning Client Confidential Information continue during the Agreement and for two years after it ends.

The Client's duties concerning Affirmed Confidential Information continue during the Agreement and for five years after it ends. Duties concerning Affirmed information that qualifies as a trade secret continue for as long as it remains a trade secret.

Nothing in this section removes any non-excludable duty imposed directly by law.

6. Warranties

6.1 Each party warrants that it has authority to enter the Agreement.

Affirmed will materially comply with laws that directly and specifically apply to Affirmed solely in its capacity as supplier of the expressly scoped Services. This does not make Affirmed responsible for laws, regulations, codes, licences, disclosures, approvals or platform rules applying to the Client's business, products, services, claims, industry, customers, geography, accounts, data or intended use.

An immaterial or technical non-compliance by Affirmed does not give the Client a contractual remedy unless it directly causes material loss that is otherwise recoverable under clause 7. Nothing creates a private contractual remedy where the applicable law does not permit one.

6.2 Affirmed will use reasonable skill and care in the material performance of each Service expressly scoped under clause 12. Subject to rights that cannot lawfully be excluded, clause 7.3 is the Client's exclusive contractual remedy to the extent a breach of this obligation constitutes an Ordinary Service Defect. A matter expressly excluded from the definition of an Ordinary Service Defect is governed by the provision specifically addressing that matter and the remainder of clause 7. This obligation is not a warranty of any advertising, commercial, platform or financial outcome.

6.3 The Client warrants that:

it will comply with clause 15 and, where applicable, clause 26;
its products, services, business, advertising claims, instructions and intended use of the Services are lawful and comply with applicable regulatory and platform requirements;
Client Materials, data and information supplied to Affirmed are materially accurate and may lawfully be used as instructed;
it possesses and will maintain all rights, notices, lawful bases, consents, licences and approvals required for those materials, instructions and activities; and
it will not require Affirmed to provide regulated legal, financial, medical or other specialist advice or assume a duty belonging to the Client.

6.4 To the fullest extent permitted in a business-to-business contract, no other warranty, representation, condition or term applies, whether express, implied, statutory or otherwise, including any warranty of satisfactory quality, fitness for purpose, uninterrupted availability, compatibility or results.

7. Remedies and liability

7.1 Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or liability that cannot lawfully be limited.

7.2 Subject to clause 7.1, Affirmed is not liable for:

indirect or consequential loss;
loss of profit, revenue, sales, ROAS, POAS, anticipated savings, goodwill, business opportunity, contracts or business interruption, whether direct or indirect;
the cost of recreating, restoring or responding to lost, corrupted, exposed or unavailable data, except to the extent that exclusion is prohibited by law; or
loss suffered by the Client's affiliate, customer or another third party.

Affirmed is not liable to the extent that a loss is caused or contributed to by the Client, an Authorised User or an independent third party for whom Affirmed is neither legally nor contractually responsible. This does not reduce responsibility that mandatory law requires Affirmed to retain for a person acting on its behalf, including responsibility governed by clause 28.4.

7.3 The following procedure and exclusive remedy apply to an Ordinary Service Defect.

Where an Ordinary Service Defect is apparent, or ought reasonably to be apparent from routine review, the Client must give Affirmed reasonably detailed written notice within 48 hours after the affected work, report or change is made available or notified to the Client or, for an alleged delay or omission, after the Client knew or reasonably ought to have known that the relevant act was due. A latent Ordinary Service Defect must be notified within five Working Days after the Client knew or reasonably ought to have known of it. Each deadline in this paragraph is satisfied when the notice is sent to the address in clause 10.5; the 48-hour period runs continuously, including non-Working Days.

Subject to clause 7.1 and any right that cannot lawfully be excluded, failure to give notice within the applicable period means that the relevant Services are treated as accepted and the Client has no remedy for that Ordinary Service Defect.

Following valid notice, the Client must allow Affirmed 15 Working Days to investigate and correct or reperform the affected Services, or a reasonable longer period while a remedy is actively progressing. Affirmed will, at its option, correct or reperform the affected Services or issue a credit or refund not exceeding one Unit Price of the affected Service. That is the Client's exclusive remedy for the Ordinary Service Defect.

Affirmed may investigate, correct, reperform or credit an out-of-time complaint entirely at its discretion as a goodwill measure, without admitting liability or waiving the time limit for that or any other complaint.

7.4 Subject to clause 7.1, Affirmed's total aggregate liability under or in connection with the Agreement, across all claims, events, causes of action and legal bases including contract, tort or negligence, non-fraudulent misrepresentation, restitution and statute, is capped at one Unit Price of the affected Service. Where a claim affects more than one Service, the cap is the highest single Unit Price among those affected Services, not the combined price or a cumulative cap. Where no affected Service can reasonably be identified, the cap is the highest single Unit Price in the Acceptance Invoice.

This is one aggregate cap for all claims, including claims concerning confidentiality, data processing, intellectual property, third-party claims and unauthorised Media Spend. No separate or cumulative cap applies.

Any correction, reperformance, platform recovery, credit, refund or other monetary or non-monetary remedy provided under clause 7.3, clause 14, clause 7.7 or clause 8.2 counts towards and reduces the remaining cap by its reasonable value.

7.5 The Client's sole contractual recourse is against Affirmed, not its directors, personnel or subcontractors. Clause 7 protects all of them, and their combined liability cannot exceed the applicable cap.

7.6 The restrictions do not limit:

amounts the Client must pay under the Agreement;
the Client's liability under clause 8;
the Client's liability for fraud, misuse of Affirmed's intellectual property, breach of confidentiality or unlawful data processing; or
regulator powers or data subjects' statutory rights.

The Unit Prices reflect this risk allocation. The Client is responsible for insuring excluded commercial risks and may request a higher cap before acceptance, subject to Affirmed's written agreement and any additional fee or insurance cost.

7.7 Where a Service actually involves paid-advertising accounts, campaigns or Media Spend, the Client bears all Media Spend properly incurred within written authority and all loss arising from a platform or third-party risk described in clause 18.5 or clause 18.6.

Affirmed is not liable where such a risk is an operative cause of the loss, unless the Client proves that the same identifiable loss would have arisen solely and directly from Affirmed's material breach independently of that risk.

If the Client proves that Media Spend outside an express written Media Spend Boundary was incurred solely and directly because Affirmed materially failed to follow that boundary, and that the Client, platform and any third party did not contribute, Affirmed may at its option:

use reasonable efforts to seek a platform credit or reversal; or
issue a service credit not exceeding the lower of the unauthorised amount and the cap in clause 7.4.

That is the Client's exclusive remedy for unauthorised Media Spend. Affirmed does not guarantee that a platform will issue a credit or reversal.

7.8 Clause 14 exclusively governs notification under the 30-Day Implementation Guarantee. Clause 7.3 exclusively governs notification of an Ordinary Service Defect.

As a condition precedent to any other claim or remedy against Affirmed, the Client must give Affirmed reasonably detailed written notice within 30 days after it knew or reasonably ought to have known the claim's factual basis. Subject to clause 7.1 and any period that cannot lawfully be shortened, failure to do so permanently bars that claim and every remedy arising from it, whether or not the delay prejudices Affirmed.

No Client proceeding may begin more than 12 months after that knowledge or more than 18 months after the relevant act or omission, whichever occurs first. Each party must mitigate recoverable loss and there is no double recovery.

Affirmed may investigate, correct, settle or otherwise address an out-of-time matter entirely at its discretion without admitting liability, reviving the claim or waiving this section.

8. Indemnities and third-party claims

8.1 The Client will indemnify, defend and hold harmless Affirmed and its directors, personnel and subcontractors on demand against all direct losses, liabilities, damages, judgments, settlements, chargebacks, customer refunds, platform charges, remediation costs, reasonable external costs, reasonable internal investigation and management costs, and lawfully recoverable penalties arising out of or in connection with:

the Client's products or services;
advertising or commercial claims;
Client Materials, data, accounts or instructions;
missing or defective rights, notices, lawful bases, consents, licences, approvals or disclosures;
regulated-industry duties;
platform-policy breach;
fraud, malicious activity or unlawful conduct by the Client, its personnel, customers or contractors; or
breach of clause 6.3.

The indemnity is reduced only to the extent that a final judgment determines that a specific loss was caused solely and directly by Affirmed's negligence, fraud or wilful misconduct independently of every matter listed above.

A disputed allegation against Affirmed does not suspend the Client's obligation to fund a defence or response as costs are incurred. Affirmed will reimburse any amount finally determined not to have been indemnifiable.

8.2 If Affirmed receives a credible written claim that a paid Client Deliverable created solely by Affirmed infringes UK copyright, and Affirmed reasonably considers that the claim is likely to succeed, Affirmed may at its sole option:

procure a right for continued licensed use;
modify or replace the affected element;
require the Client to cease using or remove it; or
withdraw it and issue a service credit not exceeding one Unit Price of the Service to which that affected element is reasonably attributable.

These are the Client's exclusive remedies for the claim and remain subject to clause 7. No remedy is due to the extent the claim concerns or results from Client Materials, data or instructions; a platform, AI-generated output, stock asset, open-source material or other third-party material; modification, combination or use not performed or approved by Affirmed; use outside the Agreement or after replacement or withdrawal notice; or the Client's failure to give prompt notice and allow Affirmed to control the response.

8.3 Affirmed may, at its option, control the defence, response, negotiation and settlement of any matter covered by clause 8.1 or clause 8.2, select or approve advisers and counsel, and require the Client to provide funds as reasonable costs are incurred in relation to a matter covered by clause 8.1.

Affirmed may instead require the Client to conduct the defence under Affirmed's directions. The Client must provide information and cooperation promptly and may not admit fault on Affirmed's behalf, publicise a settlement, or agree any settlement affecting Affirmed without Affirmed's prior written consent.

Failure by Affirmed to give prompt notice relieves the Client only to the extent the Client proves that the delay materially and irreversibly prejudiced the defence.

9. Termination for cause and force majeure

9.1 Except where applicable insolvency law prohibits termination, Affirmed may terminate all or any affected part of the Agreement immediately by written notice if:

an amount that has not been validly disputed in accordance with clause 16.2 is not received in cleared funds when due;
the Client pays late on two or more occasions during any rolling six-month period, whether or not later paid;
the Client commits an irremediable material breach;
the Client fails to remedy a remediable material breach within five Working Days after written notice, or within any shorter period reasonably specified where urgent action is necessary to prevent legal, security, platform or financial harm;
continued performance becomes unlawful; or
the Client ceases business or enters insolvency, to the extent termination is permitted by law.

Affirmed may instead affirm the Agreement, withhold or suspend performance, pursue payment and exercise any other right. Accepting late payment, continuing performance or giving extra time does not waive the breach or prevent it counting towards a later termination right.

Except where clause 7.3, clause 8.2 or clause 14 provides a specific or exclusive remedy, the Client may terminate an affected Service for Affirmed's material breach only if the breach is capable of remedy; the Client gives reasonably detailed written notice; Affirmed does not remedy it within 30 days; and, if a remedy is actively progressing and reasonably requires longer, Affirmed does not complete it within that reasonable longer period.

The Client may terminate immediately only for an irremediable repudiatory breach where that right cannot lawfully be excluded. A non-material, technical or remediable breach gives no broader contractual termination right.

Convenience cancellation, suspension, handover and service-specific exit effects are governed by Article II.

9.2 Affirmed is not liable for delay, interruption, reduced performance or non-performance caused by a Force Majeure Event. It may suspend, modify, resequence or relocate affected performance and will notify the Client when reasonably practicable.

Affirmed is not required to incur material additional cost, obtain replacement services on materially worse terms, accept non-contractual performance or compromise security, law or third-party terms to avoid or overcome the event.

Payment obligations already accrued, Media Spend and amounts retained or payable under clause 17.1 remain unaffected. Affirmed may terminate the affected Services by written notice at any time during substantial prevention, with effect on the date stated in the notice. The Client may terminate the affected Services by written notice only after 90 consecutive days of substantial prevention.

If termination prevents completion of prepaid Services for reasons not caused or contributed to by the Client, Affirmed will, at its option, credit or refund any positive balance that it reasonably determines remains after valuing work completed and deducting non-cancellable or reasonably committed third-party costs and reasonable costs already incurred or irreversibly allocated. No automatic or time-based proration applies.

10. General legal terms

10.1 The parties are independent contractors. Nothing creates employment, partnership, joint venture, fiduciary duty or authority to bind the other.

10.2 Affirmed may serve other businesses, including competitors, while complying with confidentiality and applicable data duties.

10.3 Affirmed may select, use, replace and manage personnel, contractors and subcontractors at its discretion without Client approval. They do not acquire obligations to or a direct contractual relationship with the Client.

Affirmed's responsibility for performance through them remains subject to every scope limitation, dependency, exclusion, remedy and liability cap in the Agreement. Affirmed is not responsible for an independent platform, provider or third party to the extent its act or failure is allocated away from Affirmed under clause 7, clause 18 or another applicable provision.

Clause 28 exclusively governs subprocessors and any responsibility that Data Protection Laws require Affirmed to retain for them.

10.4 The Client may not assign, novate, charge, declare a trust over or otherwise transfer any right, claim or obligation under the Agreement without Affirmed's prior written consent.

Affirmed may, by written notice and without further Client consent, assign or charge any right, receivable or claim; transfer or novate all or any part of the Agreement to a group company, financier, purchaser, successor, service provider or other person assuming the transferred obligations; or transfer the Agreement as part of a financing, reorganisation, business transfer or sale of assets, shares or operations.

The Client irrevocably consents in advance to such a transfer, to Affirmed's release from obligations falling due after it takes effect, and to the transferee enforcing the transferred rights. The Client will execute any reasonable confirmation needed to give effect to it. This does not restrict subcontracting under clause 10.3.

10.5 Except where the Agreement expressly permits another method, formal contractual notices must be sent by email to louis@affirmed.co and the Client's billing email. Email without an automated failure notice is received when sent between 9:00 a.m. and 5:00 p.m. London time on a Working Day, or at 9:00 a.m. on the next Working Day otherwise. Where another provision expressly permits another notice method, that provision governs its delivery. This does not govern service of court proceedings.

10.6 Agreement composition and variation are governed exclusively by clauses 2 and 3. The Agreement constitutes the entire agreement and replaces prior discussions and proposals, without limiting fraud or fraudulent-misrepresentation liability.

10.7 Delay in enforcement is not waiver. An invalid provision is deleted or modified only to the minimum extent necessary.

10.8 Affirmed's directors, personnel and subcontractors may enforce clauses 7 and 8. Except for that right or where mandatory transfer terms provide otherwise, no non-party may enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.

10.9 Payment, exit responsibility, confidentiality, intellectual property, data return or deletion, liability, indemnities and dispute provisions survive where their purpose requires.

10.10 Before beginning proceedings against Affirmed, the Client must give reasonably detailed written notice of the claim and allow Affirmed 30 days to investigate and seek resolution.

That restriction does not apply where any applicable contractual or statutory limitation deadline would expire before the 30-day period ends, or where urgent protective relief is genuinely necessary. It does not restrict Affirmed from beginning proceedings, debt recovery, enforcement, interim relief or another protective step at any time.

Each party must still take any proportionate pre-action step required by applicable court rules. Nothing requires Affirmed to mediate, compromise or delay a claim beyond what those rules require.

10.11 English and Welsh law governs the Agreement and connected non-contractual obligations. The courts of England and Wales have exclusive jurisdiction. Nothing in this clause prevents Affirmed from seeking interim or protective relief in any court of competent jurisdiction or from recognising or enforcing a judgment of the courts of England and Wales in any jurisdiction.

10.12 During the Agreement and for 12 months after it ends, the Client must not directly or indirectly solicit or induce to leave Affirmed any employee or individual contractor of Affirmed who was materially involved in the Services and with whom the Client had material dealings. This does not prohibit a general recruitment campaign not targeted at that person or engagement following a demonstrably unsolicited approach that the Client did not prompt.

10.13 The Agreement is made in English. Any translation is provided for convenience only, and the English text prevails to the extent of any inconsistency or dispute about meaning.

Article II — Universal Service Terms

11. Application of the Universal Service Terms

11.1 Applicability is determined exclusively by clause 2.2.

12. Scope, period and delivery

12.1 Each Service is limited to the service area and outputs expressly included by its Name and, where supplied, its Description. A Description defines what is included for that Service; it does not incorporate a proposal, discussion, webpage, industry custom or document outside the Agreement. Anything not within the Name and Description is additional work unless Affirmed expressly agrees otherwise in writing.

12.2 If no Description is supplied, the following scope applies:

The Service comprises a reasonable package of work within the ordinary meaning of its Name, selected and prioritised by Affirmed having regard to the Unit Price, Client needs, available information, dependencies and professional judgment. No particular task, output, volume, hours, revision entitlement, milestone, deadline or result is included unless Affirmed expressly confirms it in writing.

12.3 Subject to clause 6.2, Affirmed determines the methods, workflows, sequencing, staffing, tools, automation, providers, timing, frequency and incidental implementation decisions used to deliver a Service. Stages may overlap or change order. The Unit Price pays for the purchased scope and Affirmed's allocation of capacity and judgment, not fixed hours, labour inputs, communications, calls, meetings, reports, tasks or revisions unless the Description expressly says otherwise.

Affirmed determines the frequency, format and content of updates and communications according to current activity and what it considers useful. No response time, reporting cadence, meeting entitlement or continuous-monitoring promise applies unless expressly included in the Description. Unused or declined communications do not accumulate, roll over or create a credit, refund or additional entitlement.

12.4 A Period states how long one purchased unit lasts. The first Period begins when the full amount due for the Service Order is received in cleared funds, unless the Description or an Affirmed Special Term expressly states another start. Where Quantity is greater than one for a Service with a Period, its purchased Periods run consecutively without gaps unless Affirmed agrees otherwise in writing. Client delay does not pause or extend a begun Period unless Affirmed agrees otherwise.

A Service without a Period ends when Affirmed confirms completion or otherwise confirms that no further work remains within scope. Expiry or completion of one Service does not extend another. No Service or additional Period renews, begins or becomes payable automatically. An additional Period, continuation after completion or expiry, or additional purchased unit requires another accepted Acceptance Invoice. A variation may change or add work within an existing Service Order but does not add a further Period or Quantity.

12.5 Any date stated for a project, task, deliverable or implementation is an estimate only and time is not of the essence unless the Description, clause 14 or an Affirmed Special Term expressly states that a date is binding. An estimated or binding date is automatically extended to the extent performance is affected by a Client-controlled dependency, third-party dependency, changed instruction, missing approval or an event governed by clause 9.2. A Period is a purchased delivery window, not a warranty that a particular task or result will be completed on a particular day.

12.6 Affirmed may perform incidental work in Client-controlled or third-party systems where it considers that work reasonably proportionate, safely practicable and appropriate to the Service. No obligation arises to investigate a pre-existing defect or undertake work requiring material production, custom code, infrastructure changes, substantial engineering, unusual access or third-party coordination unless the Description includes it.

12.7 The Client has no automatic right to additional, accelerated, repeated or reprioritised work. Affirmed may decline it, accommodate it within the purchased scope or quote an additional fee, scope and deadline. A written quote is accepted by any method in clause 2.7 objectively relating to it, including a written instruction to proceed or payment after receipt. Affirmed has no duty to begin before acceptance and any required payment. An accepted quote is a variation limited to the matters it identifies and may be evidenced under Record 2.2.

12.8 Subject to mandatory law and Article IV, Affirmed may change its methods, workflows, sequencing, staffing, tools, automation, providers and operational manner of delivery without Client approval. It may add, remove, replace, suspend or discontinue a particular activity or feature where it considers that doing so does not materially deprive the Client of the core Service defined by its Name and Description.

A change reasonably required or advisable because of law, security, provider availability, platform rules, technical risk or an event outside Affirmed's reasonable control may take effect immediately. Prior notice is not required where impracticable, unsafe or inconsistent with the reason for the change. Affirmed may notify the Client afterward where reasonably practicable.

13. AI-assisted service delivery

13.1 Affirmed may use AI Tools as an integral part of Services, including to research, analyse and optimise information; create or adapt copy, code, reports and recommendations; perform quality assurance; and support workflows.

13.2 Affirmed determines the nature and degree of automation, human involvement, review and verification appropriate to its workflows. Some activities may be performed substantially through AI Tools or other automated systems. Unless Affirmed expressly confirms otherwise, an AI-assisted output is not independently verified as complete, error-free or suitable for a legal, regulatory or specialist purpose. The Client must review and approve any output submitted to it for factual, legal, regulatory or commercial approval before relying on or publishing it. This clause does not exclude clause 6.2.

13.3 The Client instructs and authorises the use and disclosure of Client Materials through AI Tools in accordance with clauses 19 and 26.4. Clause 5.6 applies to disclosures expressly permitted by clause 26.4. Article IV governs Client Personal Data for which Affirmed acts as processor; an AI provider's independent-controller processing is governed by clause 26.4, applicable Data Protection Laws and that provider's terms and privacy information.

13.4 AI Tools are integral to standard delivery. If the Client instructs Affirmed to cease all AI use and no alternative is expressly agreed, Affirmed may pause the affected Services and treat the instruction as Client cancellation under clause 17.1. It does not pause a Period or create an automatic refund.

14. Conditional 30-Day Implementation Guarantee

14.1 This section applies to a Service only if its accepted Description contains the following exact sentence:

The 30-Day Implementation Guarantee in the terms of service applies.

The guarantee does not apply by implication, by similarity to another Service, through sales or marketing language, or where that sentence appears only outside the accepted Description.

14.2 Affirmed may confirm the Ready Date when it reasonably considers that the Agreement has been accepted; the full amount due has cleared; reasonably requested information, materials, decisions and role-based access have been supplied; relevant billing, funding and verification are ready; the affected systems and an authorised approval contact have been identified; and no Client-controlled legal, technical, consent, funding, access, verification or platform blocker materially affects planned work. No Ready Date or guarantee clock arises before Affirmed's written confirmation.

14.3 Affirmed will select one qualifying Initial Implementation Milestone and identify it in the Ready Date confirmation. The milestone must be an objectively identifiable implementation, activation, submission, configuration, campaign, measurement, control or comparable delivery outcome within the accepted Description. Within 30 calendar days after the Ready Date, Affirmed guarantees completion of that named milestone. This is a delivery promise, not a promise of commercial results.

A Period may begin before the Ready Date because capacity is reserved and available preparatory work may proceed. Client-caused delay, missing approval, changed instruction, lost or inadequate access and any other unsatisfied dependency extend affected dates, pause the guarantee clock and do not pause a Period.

14.4 The guarantee clock automatically pauses to the extent delivery is affected by any act, omission, delay, changed instruction or dependency of the Client, its personnel or another provider engaged by it; missing, inaccurate or changed information, materials, approval, access, funding, consent or tracking; platform verification, review, testing, suspension, outage, disapproval or other platform behaviour; a Client compliance, product, inventory, pricing, website, claim or fulfilment issue; a scope change or uncoordinated third-party change; or any other event outside Affirmed's reasonable control.

The pause applies whether or not Affirmed has already notified the Client. Affirmed will notify the Client of a material pause where reasonably practicable. Failure to notify does not prevent the pause except to the extent the Client proves that the failure itself caused material avoidable prejudice. The clock does not pause to the extent Affirmed's breach or negligence materially caused the delay.

Affirmed is not required to predict an adjusted deadline while a pause continues. Where a pause makes the original deadline inaccurate, Affirmed will notify the Client of the adjusted deadline when it reasonably considers the pause ended and the adjusted date capable of calculation.

14.5 If Affirmed has not completed the Initial Implementation Milestone by the applicable deadline, the Client must give reasonably detailed written notice within 48 hours after that deadline. The 48-hour period runs continuously, including non-Working Days, and is satisfied when notice is sent to the address in clause 10.5. If valid notice is not given within that period, the milestone and affected Service are treated as accepted and no guarantee remedy is available.

Following valid notice, Affirmed has 15 Working Days to investigate and cure, or a reasonable longer period while a cure is actively progressing. If the milestone remains uncured, Affirmed will, at its option, correct or reperform the affected work or issue a service credit or refund in an amount Affirmed reasonably determines proportionate to the uncompleted part of the milestone, capped at one Unit Price of the affected Service. A refund will be processed within a reasonable period using any required VAT credit process. This section gives no additional immediate-termination right.

14.6 The remedy in clause 14.5 is the Client's sole and exclusive remedy for failure or delay in completing the Initial Implementation Milestone and every other claim arising from the same failure, delay, facts or circumstances, without limiting liability that cannot lawfully be limited. It counts towards clause 7.4 and there is no double recovery.

The guarantee applies once only to each applicable Service line, irrespective of Quantity, and is unavailable if, before the remedy is provided, the Client gives cancellation notice; any amount is overdue; the Client materially changes the scope, milestone, account, budget or instructions; the Client, its personnel or another provider prevents, impedes or materially delays delivery; required access, funding, approval, information, consent or cooperation is absent or withdrawn; or a circumstance in clause 14.4 makes completion impossible or no longer reasonably practicable.

Affirmed may nevertheless provide an out-of-scope cure, credit or other accommodation entirely as goodwill without admitting liability or waiving this section. Extended prevention and any resulting termination or settlement are governed by clauses 9.2 and 17.

15. Client responsibilities and dependencies

15.1 The Client will:

provide accurate, complete and timely access, information, materials, decisions and approvals, and hold every right needed to supply and authorise them;
respond within any reasonable period specified by Affirmed for an instruction, decision, approval or dependency;
maintain valid billing, funding, verification, administrator access, security and backups for Client-controlled systems;
not revoke or materially alter Affirmed's access, work, settings or implementations, and not permit another provider to do so, without reasonable advance notice;
ensure its products, services, prices, promotions, claims, website, policies, intended use and fulfilment comply with law and applicable platform rules;
review and approve the accuracy and legal or commercial suitability of Client-supplied claims, factual statements, offers and regulated content;
comply with clause 26 for Client Personal Data used in or supplied for Services;
identify regulated or restricted products and maintain required licences, consents, notices, approvals and disclosures;
notify Affirmed promptly of material operational changes, suspected unauthorised access, compromised credentials or security issues affecting a connected system; and
review material information made available by Affirmed and promptly report an apparent error.

The Client remains responsible for specialist advice and approvals required for its business, products, claims and sector. If it does not respond in time, Affirmed may pause, reprioritise or continue on the basis of the most recent approved information and instructions. A resulting delay does not pause a Period or place Affirmed in breach.

15.2 Affirmed may rely on the nominated operational or approval contact, Client-supplied facts and ordinary claim variations consistent with them. The Client remains responsible for legal and commercial decisions. A billing contact cannot approve increased Media Spend unless also nominated for approvals.

15.3 The Client must coordinate its personnel, developers and other providers. Where Affirmed identifies a recommendation in writing as material to performance, measurement, security, legal or platform compliance, avoidance of waste or a stated date, the Client must promptly implement it or notify Affirmed that it declines.

A decline, delay, failure to respond, inaccurate instruction, uncoordinated change or act or omission of the Client or a third party entitles Affirmed to change its approach, pause affected work or terminate as the Agreement permits. Affirmed is not in breach and is not responsible to the extent that circumstance causes or contributes to an adverse effect, delay, wasted spend, additional work or missed date. Every affected date is automatically extended accordingly.

Investigation, restoration, repetition, reconfiguration or other work resulting from that circumstance is outside scope. Affirmed may decline it or charge its then-current standard rate or, if none applies, a reasonable rate notified to the Client. Where reasonably practicable, Affirmed will notify the rate before beginning non-urgent additional work. No separate variation or acceptance is required for a charge directly resulting from the circumstance described in this clause. Urgent protective work does not become part of the Unit Price.

15.4 Affirmed may immediately pause, restrict, refuse or change any activity where it reasonably considers doing so necessary or advisable to prevent waste or financial harm; investigate or address security, access, data or technical risk; comply with law, regulatory expectations or platform or provider requirements; address insufficient funding, missing access or another dependency; protect Affirmed, the Client, a provider or another person from legal, financial, operational or reputational risk; respond to abusive, threatening, deceptive or materially unreasonable conduct; avoid materially disproportionate operational burden; or refuse an apparently unlawful, infringing, malicious, unsafe or unauthorised instruction.

Affirmed may reject, disable, quarantine or remove affected Client Materials from Services and Affirmed-controlled systems where it reasonably considers that action appropriate, but need not alter or delete the Client's original copy in a Client-controlled system. Prior notice is not required where impracticable or inconsistent with the reason for action; Affirmed will notify the Client afterward where lawful and reasonably practicable.

Affirmed is not liable for exercising this section reasonably. A Period continues and no refund or credit arises to the extent the suspension or restriction results from a Client-controlled or external circumstance. Article IV exclusively governs Client Personal Data.

15.5 Affirmed assumes responsibility for active work in an existing system only from the date it confirms. A pre-existing defect does not become Affirmed's responsibility merely because it later identifies it. Platform changes and pauses can take time, and properly authorised third-party charges incurred meanwhile remain payable by the Client.

16. Fees and payment

16.1 The Client will pay each Unit Price multiplied by its Quantity in pounds sterling, plus applicable VAT or similar tax and separately itemised charges. The Acceptance Invoice is payable upon acceptance and in advance. Affirmed need not reserve capacity, commence a Period or begin work before the full amount due is received in cleared funds.

Each Service Order is one separate one-off purchase. No Service renews automatically; no future fee accrues automatically; and Affirmed will not automatically charge a saved payment method. Another Period, purchased unit or continuation after completion or expiry requires another accepted Acceptance Invoice.

16.2 The Client must pay undisputed amounts without set-off except where required by law, promptly explain any dispute and pay the undisputed balance. An amount is disputed only if the Client, acting in good faith, gives written notice identifying the disputed amount and reasonable grounds no later than its due date or, where the basis could not reasonably have been known by then, promptly after discovery. A bare assertion or dispute raised principally to delay payment does not make an amount disputed. The Client bears bank and currency-conversion charges so that Affirmed receives the invoiced sterling amount. Affirmed may claim statutory interest, compensation and recovery costs for qualifying overdue B2B debt under the Late Payment of Commercial Debts (Interest) Act 1998, as amended or replaced.

Without limiting those statutory rights, the Client will reimburse Affirmed on demand for all reasonable and properly incurred costs and expenses of recovering an undisputed overdue amount or enforcing payment obligations, including debt-collection agency fees, legal fees, court fees and enforcement costs, but only to the extent not recovered under that Act, a judgment, a costs order or otherwise. Affirmed may not recover the same cost twice.

16.3 If any undisputed amount is not received in cleared funds when due, Affirmed may immediately, by written notice and without liability, withhold commencement or further performance; suspend Services or access provided by Affirmed; and pause any campaign that Affirmed controls. No grace period or previous demand is required.

Affirmed will state in its notice, where practicable, whether campaigns have been paused or remain active. The Client remains responsible for Media Spend and must monitor any active campaign. Suspension does not pause a Period, waive the debt or prevent termination under clause 9.1.

17. Cancellation, suspension and handover

17.1 The Client may cancel an uncompleted Service or Service Order for convenience by written notice. Affirmed may cancel for convenience by written notice taking effect on the date it states. Cancellation does not itself determine that any refund or credit is due.

Where cancellation results from Client convenience, Client breach or a Client-controlled blocker, Affirmed will determine the financial settlement reasonably and may:

value and retain payment for work completed;
retain value for capacity used or reasonably reserved for the Service;
treat a started Period as used or reserved capacity for its full duration;
deduct non-cancellable or reasonably committed third-party costs and other reasonable costs incurred or irreversibly allocated; and
apply any credit first against amounts due from the Client.

Only a positive balance remaining after that calculation is refundable or creditable. No automatic, time-based or other pro-rata calculation applies. Affirmed's calculation is prima facie evidence of the settlement unless the Client establishes manifest error.

Where Affirmed cancels solely for convenience and no Client-controlled or external circumstance materially contributed, Affirmed will similarly calculate and credit or refund any positive balance attributable to the unperformed and unreserved portion after the permitted deductions. Specific remedies in clause 7.3, clause 8.2, clause 14 or clause 9.2 prevail for the matter they govern.

17.2 Clause 9.1 governs termination for cause. Affirmed may also suspend under clause 15.4 or clause 16.3, or while a Client-controlled blocker makes delivery impracticable. A Period continues during a Client-caused suspension because capacity remains reserved.

17.3 Active performance ends on the applicable completion, cancellation or termination date. After that date the Client is solely responsible for its accounts, systems, campaigns and third-party charges. Affirmed may remove its access. Unless it expressly agrees otherwise, Affirmed has no obligation to pause, activate, alter, monitor or confirm the final state of a campaign or system. They may remain in their then-current state, and the Client must inspect and control them from the end date.

17.4 On written request and after all accrued amounts have been paid, Affirmed will make existing final paid-for Client Deliverables available in their then-current format within a reasonable period. Affirmed is not required to create a bespoke handover note, reconstruct missing Client-controlled information or provide source files, working files, migration, training, transition assistance, development or other additional work unless separately agreed and paid.

18. Results, third-party platforms and paid advertising

18.1 Except for an express guarantee applying under clause 14, Affirmed does not guarantee sales, profit, revenue, leads, ROAS, POAS, CPA, conversion rate, placement, approval, reinstatement or any advertising, commercial or financial outcome. Forecasts, targets and past results are planning information only.

18.2 Results depend on matters outside Affirmed's control, including competition, demand, pricing, margins, inventory, Client systems and operations, creative, consent, tracking and platform behaviour. Measurement and attribution systems may disagree; reported attribution is an estimate, not an audit of revenue, profit or causation.

18.3 Clauses 18.3 to 18.8 apply automatically to the extent a Service actually involves a paid-advertising account, campaign or Media Spend, whether or not the Name uses advertising terminology. The Client keeps administrator control of its advertising and connected accounts and, as between the parties, retains account data and history subject to platform terms. It contracts with and pays each advertising platform directly. Affirmed will normally use named, role-based or manager-account access.

18.4 Before activation or material expansion, the Client must approve an aggregate Media Spend budget in writing. Approved Spend continues until replaced unless the approval expressly states an end date. Within Approved Spend, Affirmed may create, edit, activate, pause and optimise campaigns; use ordinary platform automation; and reallocate spend without individual approval. Written approval is required before Affirmed intentionally increases the approved aggregate total.

Daily or short-period Media Spend may exceed an average campaign budget under platform budget and billing rules. Affirmed does not guarantee exact pacing or full budget delivery. The Client must notify Affirmed before Media Spend is expected to exceed the Media Spend Boundary. Where account billing uses another currency, Affirmed may determine and confirm a reasonable equivalent using account, platform or prevailing exchange information then available. Work above that boundary and additional work resulting from it are outside scope unless Affirmed agrees otherwise. Affirmed may immediately reduce, pause or decline affected activity without liability. Temporary continuation, investigation or emergency action does not waive the boundary or oblige continued work.

18.5 Each advertising account and connected platform remains subject to its provider's terms and policies. Affirmed is not a platform's agent and cannot control platform testing, automated outputs, reviews, suspensions, outages, disapprovals, policy changes or treatment associated with the Client's industry, products, geography, claims or account history. A pre-existing account defect does not become Affirmed's responsibility merely because it identifies it. Clause 7.7 exclusively governs liability for these risks.

18.6 Advertising and connected systems may be affected by invalid, fraudulent or automated clicks or impressions; click fraud; external cyberattacks, hacking, malicious code or unauthorised access; and malicious or abusive activity by platform users, competitors or other third parties.

Monitoring is periodic rather than continuous. Affirmed does not warrant that it will detect, prevent or stop every event, that a provider will classify activity as invalid or that Media Spend will be credited or refunded. The Client remains responsible for provider charges and pursuing provider refunds or credits. Affirmed may provide ordinary information already available to it, but substantial investigation, evidence preparation or dispute assistance is additional work chargeable at a reasonable rate notified by Affirmed. Clause 7.7 exclusively governs liability for these risks.

18.7 The Client remains responsible for Media Spend properly incurred within written authority. If the Client proves that Media Spend outside an express written Media Spend Boundary was incurred solely and directly because Affirmed materially failed to follow that boundary, clause 7.7 provides the exclusive remedy. Platform pacing, adjustment, reporting or currency behaviour does not itself establish that failure.

18.8 Active advertising management ends under clause 17.3. Platform changes and pauses can take time, and properly authorised Media Spend incurred meanwhile remains payable. The Client must inspect and control all campaigns from the end date even if a campaign remains active.

19. Service materials and Client Deliverables

19.1 The Client retains Client Materials and grants Affirmed a non-exclusive, worldwide, royalty-free licence to use, copy, adapt and sublicense them to relevant platforms, personnel and subcontractors during the Agreement as Affirmed reasonably considers useful for providing or administering Services; afterward, as reasonably necessary for billing, enforcement, legal or regulatory compliance, protected backups, audit evidence, dispute or claim defence and exercising rights that survive termination; and as expressly permitted by clause 20.

This section does not expand Affirmed's rights in Client Personal Data or permit disclosure of Confidential Information beyond Article IV, clause 5 or clause 20.

19.2 Classification as Service Materials does not permit disclosure of Client Confidential Information merely because Affirmed developed a general learning while providing Services. Affirmed retains all rights in Service Materials.

19.3 Affirmed retains ownership of all intellectual-property rights in Client Deliverables. Subject to payment of all amounts then due, Affirmed grants the Client a non-exclusive, worldwide, royalty-free licence for the duration of the applicable rights to use, copy and modify each paid Client Deliverable for the Client's own business and advertising activities. The Client may permit its personnel, affiliates, replacement agencies and other providers to exercise that licence solely for the Client's benefit and may transfer it with a genuine sale of the relevant business.

The licence does not permit the Client to sell, license, distribute or commercially exploit a Client Deliverable as a standalone product or service; extract or use embedded Service Materials separately; represent that it created Affirmed's work; or reverse engineer source materials except to the extent applicable law prohibits that restriction. The licence automatically suspends while an undisputed amount is overdue and may be terminated for material misuse of Affirmed's intellectual property that is not cured promptly after notice.

Embedded Service Materials are licensed only to the minimum extent necessary to use the applicable Client Deliverable. No intellectual-property right is assigned to the Client, and Affirmed has no obligation to obtain an assignment or moral-rights waiver from personnel or subcontractors.

19.4 Third-party materials remain subject to their applicable licences and are not transferred merely because they appear in a Client Deliverable. The Client is responsible for complying with applicable third-party terms and licence restrictions when it accesses, uses, modifies, distributes or otherwise deals with those materials.

19.5 If the Client voluntarily provides feedback, suggestions, ideas or improvement requests concerning Services, Affirmed Properties or related materials, the Client grants Affirmed an irrevocable, perpetual, worldwide, transferable, sublicensable and royalty-free licence to use, reproduce, adapt, incorporate, develop and commercialise them without restriction, attribution, compensation or other obligation. This section does not itself permit disclosure of Client Confidential Information or Client Personal Data beyond clause 5 and Article IV.

20. Client identification, publicity and case studies

20.1 Unless and until the Client opts out under clause 20.4, the Client grants Affirmed a non-exclusive, worldwide, royalty-free licence during and after the Agreement to use its name, trading name and logo; identify it as a current or former Client; and accurately describe the fact, nature and scope of the engagement in Affirmed's website, client lists, credentials, proposals, portfolio, pitches, social media, awards submissions and other agency marketing.

20.2 Affirmed may use engagement information, performance information and learnings for case studies, benchmarking, internal service improvement and marketing in either of the following forms:

with the Client identified, using accurate aggregated, rounded, redacted, relative or high-level information that does not disclose exact non-public revenue, profit, margin or customer-level data; or
without the Client or any individual being reasonably identifiable, using more specific performance information.

Affirmed may choose either form and may combine the Client's identity with sanitised results or use more specific results with identity removed. Nothing permits disclosure of Client Personal Data except business identity information comprised in an identifiable use permitted by clause 20.1, and then only where the use is lawful. Nothing permits materially misleading presentation.

20.3 Separate written approval is required only before Affirmed attributes a testimonial or quotation to the Client or an individual; links the Client's identity to exact non-public revenue, profit, margin or customer-level figures; or publishes an unredacted identifiable account, dashboard or private-material screenshot.

Approval is not required for a use permitted by clause 20.1 or clause 20.2. Affirmed will not knowingly make a materially false statement or imply a personal endorsement that was not given.

20.4 An opt-out or withdrawal operates prospectively after a reasonable implementation period and prevents materially new identifiable uses first created after that period. It does not require Affirmed to withdraw, recall, delete, alter, reprint or stop displaying material already created, materially prepared, published, submitted or distributed. It does not affect genuinely anonymised information, generalised learnings or archived evidential copies. Clause 20 survives termination.

Article III — Platform Use Terms

21. Application and access licence

21.1 Article III governs access to and use of Affirmed Properties when clause 2.2 makes it applicable.

21.2 The Client may permit Authorised Users to access an Affirmed Property only in accordance with this Article.

21.3 Passive public browsing by a person who has not accepted the Contractual Terms does not itself create an Agreement.

21.4 Subject to the Contractual Terms, Affirmed grants the Client a limited, non-exclusive, non-transferable right during the relevant Services to permit its Authorised Users to access and use the Affirmed Properties made available to it for its internal business purposes and receipt of the Services. No right is granted by implication.

21.5 Access to an Affirmed Property does not by itself start paid Services.

22. Authorised Users and account security

22.1 The Client is responsible for its Authorised Users' compliance and authorised activity through its accounts. An Authorised User cannot vary the Agreement unless separately authorised to do so.

22.2 The Client must limit access to Authorised Users, keep credentials secure and notify Affirmed promptly of suspected compromise.

22.3 Affirmed may treat instructions and activity through an authorised account as Client-authorised until notified otherwise.

23. Acceptable use and access suspension

23.1 Except with Affirmed's written permission or to the extent a restriction is prohibited by law, neither the Client nor an Authorised User may:

unlawfully use, copy, republish, sell, license or distribute an Affirmed Property;
scrape, crawl or bulk-extract it other than through an authorised interface or ordinary public search indexing;
reverse engineer, decompile, discover non-public interfaces or bypass security controls;
use Affirmed content, data, methods or outputs to train or evaluate an AI system or build or improve a competing service;
introduce malicious code, disrupt or gain unauthorised access;
remove proprietary notices or misuse Affirmed branding; or
share credentials with an unauthorised person.

23.2 clause 23.1 does not restrict ordinary browser use, sharing a publicly accessible link, lawful fair dealing or the express rights granted in Client Deliverables. It does not authorise disclosure or sharing of any non-public, tokenised, account-only or access-controlled link, content or credential except with an Authorised User in accordance with clause 22.

23.3 Affirmed may restrict, suspend, withdraw, disable or change all or part of an Affirmed Property where Affirmed reasonably considers this appropriate for maintenance, upgrades, security, service integrity, legal or platform requirements, supplier failure or change, suspected misuse, fraud or breach, non-payment, operational continuity or another material technical, commercial or risk-management reason.

Affirmed may act immediately. It will give notice only where and to the extent reasonably practicable in the circumstances. Subject to clause 7, exercising this right does not itself create liability, cancel the Services, pause a Period, alter a Unit Price or affect clause 17.

24. Platform Materials, ownership and copyright

24.1 This section governs ownership and permitted use of Platform Materials.

24.2 Affirmed and its licensors retain all intellectual-property rights in Platform Materials. The permission in clause 21.4 does not transfer ownership or permit use outside its stated purpose.

24.3 Public content is general information and marketing, not legal, tax or accounting advice. Clauses 2 and 3 govern contract formation and composition, clause 6 governs warranties, and clauses 14 and 18 govern the service guarantee and results.

24.4 Third-party content and trade marks remain their owners' property, and reference to them does not imply affiliation or endorsement.

Article IV — Data Processing Terms

25. Scope, roles and processing specification

25.1 Applicability is determined exclusively by clauses 2.2 and 2.4.

25.2 Data Protection Laws govern the data-protection terminology used in Article IV.

25.3 For processing routed to Article IV under clause 2.4, each party will comply with Data Protection Laws applicable to its role. Affirmed's independent-controller processing is outside Article IV; controller transparency is provided through the Privacy Notice.

25.4 The processing specification is:

Matter	Description
Subject and duration	The Services, related onboarding, account connection, platform functionality, support and administration, from the first access, receipt or collection of Client Personal Data until its return or deletion after the relevant processing ends, subject to clause 32
Nature and purpose	Collecting, accessing, recording, organising, analysing, matching, adapting, transmitting, storing, retrieving, reporting, disclosing and deleting data to provide, manage, automate, support, secure, troubleshoot, measure, report on and improve the Client-specific delivery of the Services and related functionality, including campaign management, attribution, optimisation and AI-assisted analysis or generation
Data subjects	Client personnel and representatives; Authorised Users; website or application visitors; prospects; customers; purchasers; leads; and other individuals whose personal data the Client makes available or instructs Affirmed to process
Data types	Contact details; online, advertising and device identifiers; account, access and usage data; transactions, orders and conversions; campaign, analytics and CRM data; communications; and personal data contained in Client Materials, prompts, files, documents or instructions
Sensitive data	Not authorised unless separately agreed in writing

25.5 The Client must not supply special-category, criminal-offence or similarly sensitive data unless scope and safeguards are agreed in writing.

26. Instructions and Client responsibilities

26.1 Affirmed will process Client Personal Data, including transfers, only on documented instructions in the Agreement or from an authorised Client contact, unless applicable law requires otherwise. Where lawful, Affirmed will inform the Client before legally required processing.

26.2 Affirmed will immediately inform the Client if it believes an instruction infringes Data Protection Laws and may pause it while resolved.

26.3 The Client is responsible for the lawfulness of its instructions and purposes; required privacy information, lawful bases and consent; data accuracy and minimisation; and management of data-subject relationships.

26.4 The Client gives Affirmed a standing documented instruction and general authorisation to select and use AI Tools where Affirmed reasonably considers them useful for performing, supporting, administering, securing or improving the Client-specific delivery of the Services. This instruction includes submitting, transmitting, retrieving, analysing, generating, adapting and otherwise processing Client Materials and Client Personal Data through those AI Tools.

Subject to clause 25.5 and mandatory Data Protection Laws, Affirmed may determine the AI Tool, workflow, inputs, level of identifiability, volume, format and other processing method reasonably used for a task. Except where mandatory law or separately agreed safeguards require otherwise, Affirmed is not required to anonymise or pseudonymise information, reduce it to a particular field set, or avoid identifiable, customer-level or bulk data before using an AI Tool.

Affirmed's selection of an AI Tool, workflow, input, format, volume or other technical or operational means under this section does not transfer to Affirmed the Client's responsibility for determining the purposes and essential means of the Client's processing.

The Client represents and warrants that it has all rights, lawful bases, notices, consents and other authority required for the processing and disclosures instructed by this section. Affirmed may rely on that instruction and warranty without independently verifying the Client's collection practices, privacy information or lawful basis, subject to clause 26.2.

Where an AI provider acts as Affirmed's subprocessor for Client Personal Data, clause 28 applies. Where an AI provider independently determines a processing purpose or essential means, it acts as an independent controller for that operation, and the Client instructs and authorises Affirmed to make that disclosure where permitted by Data Protection Laws. Such independent processing may include security, abuse prevention, legal compliance, service administration or service or model improvement under the provider's applicable terms and privacy information.

Affirmed will not itself sell Client Personal Data or use it for Affirmed's unrelated advertising or data-brokerage purposes. Nothing in this section permits processing prohibited by mandatory law or removes a transfer obligation for which Affirmed is legally responsible.

27. Confidentiality and security

27.1 Authorised personnel will be bound by confidentiality and limited to necessary access. The shared confidentiality rules in clause 5 also apply.

27.2 Affirmed will implement technical and organisational measures that it determines are appropriate to satisfy Article 32 of the UK GDPR and, where applicable, the EU GDPR, and other mandatory security requirements, taking account of the state of the art, implementation costs, and the nature, scope, context and purposes of processing and the relevant risks.

No particular technology, configuration, control, certification, hosting arrangement or security standard applies unless mandatory law requires it or Affirmed expressly accepts it in a written variation.

27.3 Affirmed may modify, replace, suspend or discontinue any individual security measure at any time, provided its measures as a whole continue to satisfy the then-applicable mandatory legal standard. No security measure makes processing risk-free or guarantees that an incident, outage or unauthorised access will not occur.

28. Subprocessors

28.1 The Client gives Affirmed general written authorisation to use the subprocessors identified in the current Subprocessor Register and to add or replace subprocessors in accordance with clause 28.2. The Subprocessor Register provides current provider facts; this section exclusively governs contractual authorisation, changes, objections and responsibility.

28.2 Affirmed may add or replace a subprocessor. Before the new subprocessor begins processing Client Personal Data, Affirmed will inform the Client of the intended change through the Subprocessor Register and an email, in-application message or other written notice reasonably intended to bring the change to the Client's attention.

Affirmed will specify an effective date and give the Client an opportunity to object before that date. Affirmed may determine the notice period reasonably appropriate in the circumstances, and that period may be very short where security, availability, law, provider discontinuation or another urgent operational requirement makes longer notice impracticable.

If the Client does not submit a valid objection under clause 28.3 before the stated effective date, the change is authorised when that date arrives.

28.3 An objection is valid only if it is received in writing before the stated effective date; identifies the proposed subprocessor; states specific, substantiated and reasonable data-protection grounds relating directly to the Client Personal Data; and includes the information reasonably needed for Affirmed to assess it. A commercial preference, objection to a provider in principle or unsubstantiated concern is not a valid objection.

Affirmed will consider a valid objection and may, at its discretion and subject to mandatory law, provide further information or safeguards; continue using an existing arrangement temporarily; use an alternative where Affirmed considers that commercially and technically reasonable; modify or suspend the affected processing or Services; or terminate the affected Services or Agreement.

The objection does not give the Client a veto over Affirmed's general service architecture, a right to require a particular provider or technical solution, or any refund, credit or termination right beyond clause 17 or mandatory law. Affirmed is not required to incur disproportionate cost, delay or operational burden to accommodate an objection.

A valid objection does not by itself withdraw the Client's general authorisation under clause 28.1. After considering it, Affirmed will notify the Client of its chosen response and may specify a revised effective date. Subject to mandatory law, the addition or replacement becomes authorised on that revised date. Before then, the Client may exercise any cancellation right already available under clause 17.1, but the objection creates no additional veto, refund or termination right.

28.4 Affirmed will select subprocessors providing sufficient guarantees, appoint each by a written contract imposing in substance the same applicable obligations under Article 28 of the UK GDPR and, where applicable, the EU GDPR, as Article IV, and remain responsible to the Client for their relevant compliance.

29. Rights, breaches and compliance assistance

29.1 Considering the processing and available information, Affirmed will use appropriate technical and organisational measures to help the Client respond to data-subject requests and will reasonably assist with security, breach notification, impact assessments, regulator consultation and demonstrating compliance.

If Affirmed directly receives a data-subject request concerning Client Personal Data, it will promptly notify the Client and will not respond substantively except on the Client's documented instructions or where law requires otherwise.

29.2 Affirmed will notify the Client without undue delay after becoming aware of a personal-data breach affecting Client Personal Data. Taking account of the nature of the processing and information available to Affirmed, it will provide reasonably available information reasonably required for the Client to meet its applicable breach-notification obligations. Information may be provided in phases as it becomes available.

Notification, investigation, assistance or remediation does not constitute an admission of fault, liability or breach by Affirmed.

29.3 Affirmed may charge for assistance under clause 29 at its then-current standard rates, plus reasonable external costs and expenses. If no standard rate applies, Affirmed may charge a reasonable rate determined by reference to the work, seniority, urgency and resources involved. Charges do not require separate advance agreement and are payable on demand.

Affirmed will not charge only to the extent the relevant assistance is directly and solely required because of Affirmed's established material breach of Article IV. Any responsibility for those costs remains subject to clause 7. A payment obligation under this section does not relieve Affirmed from assistance that mandatory law requires it to provide.

30. International transfers

30.1 To the extent Affirmed initiates and is legally responsible for a restricted transfer, Affirmed will ensure that the transfer is covered by a mechanism permitted by applicable Data Protection Laws and any legally required assessment or data-protection test.

The Client generally authorises the transfers described in the Agreement and current Subprocessor Register. Affirmed may select, implement, replace or update an adequacy basis, IDTA, UK Addendum, standard contractual clauses or other recognised mechanism that it reasonably considers appropriate.

The Client must promptly provide information, execute documents and take other reasonable steps requested by Affirmed for a transfer mechanism. If the Client does not do so, Affirmed may refuse, suspend, modify or terminate the affected processing or Services without liability, subject to clause 17 and mandatory law.

Affirmed does not assume responsibility for a transfer that applicable Data Protection Laws treat as initiated by the Client or another controller.

30.2 Google or another platform may be an independent controller rather than Affirmed's subprocessor for some features. The Client is responsible for accepting applicable platform data terms as account holder.

31. Information and audits

31.1 Affirmed will make available information reasonably necessary to demonstrate compliance with Article 28 of the UK GDPR and, where applicable, the EU GDPR, and allow and contribute to audits and inspections as mandatory Data Protection Laws require.

Existing reports, certifications, policies, questionnaires, written responses and remote evidence must be used first where they are reasonably sufficient to demonstrate the relevant compliance. An onsite inspection is available only where that material and less intrusive remote evidence are reasonably insufficient for that purpose and the proposed inspection is proportionate.

31.2 Subject to any greater audit or inspection access that mandatory Data Protection Laws require in the particular circumstances, the Client may conduct one routine audit in any 12-month period on at least 20 Working Days' written notice during Affirmed's normal business hours. An additional audit is permitted only where a regulator with lawful authority requires it; a verified personal-data breach materially affects the Client Personal Data; or the Client provides specific documented evidence giving reasonable grounds to suspect Affirmed's material non-compliance with Article IV.

The Client must provide a proposed scope and audit plan in advance. An auditor must be independent, appropriately qualified, not a competitor of Affirmed and bound by written confidentiality obligations.

An audit must minimise disruption and must not require access to another client's information; legally privileged material; source code; penetration testing or vulnerability exploitation without Affirmed's prior written approval; information whose disclosure would materially compromise security; or information unrelated to the Client Personal Data or Affirmed's applicable obligations under Article 28 of the UK GDPR or, where applicable, the EU GDPR.

Affirmed may redact information or provide aggregated, substituted or controlled evidence where reasonably necessary to protect those interests.

To the extent permitted by mandatory law, the Client bears all of its own and its auditor's costs and will reimburse Affirmed for its reasonable internal time, external costs and expenses of supporting the audit, regardless of outcome. This does not prevent the Client from pursuing a separately available remedy under clause 7, and regulator powers are unaffected.

32. Return and deletion

32.1 At the Client's choice after the Services end, Affirmed will return or delete Client Personal Data held in its processor capacity and delete existing processor copies unless law requires retention. If the Client gives no instruction, deletion is the default.

Client Personal Data retained solely because law requires it will remain protected and will be processed only for that legally required purpose.

Data that cannot reasonably be removed immediately from protected backups, security logs or third-party systems will remain protected and beyond routine use until deleted through the applicable secure retention cycle.

32.2 Contract, invoice, security, audit and legal records held by Affirmed as controller are outside Article IV. Controller transparency for those records is provided through the Privacy Notice; clause 5 governs any Confidential Information in them, and clause 2.9 and Record 2 govern acceptance evidence.

33. Additional regimes, liability and priority

33.1 Where US state law treats Affirmed as a service provider, contractor or processor, Affirmed will not sell or share Client Personal Data, use it outside the agreed business purposes or combine it with other-source data except as permitted by that law. Affirmed certifies that it understands these restrictions.

33.2 Article IV prevails for processor activity under clause 3.3. Clause 7 applies to liability except where law or a mandatory transfer mechanism prohibits limitation. Regulator powers and data subjects' statutory rights are unaffected.

33.3 Affirmed may refuse, pause or restrict any requested processing that it reasonably considers materially outside clause 25.4, unusually risky or subject to legal, technical, security or operational requirements not reasonably addressed by Article IV.

Affirmed has no obligation to undertake that processing unless it expressly accepts a written variation addressing any additional scope, safeguards, Client responsibilities, fees and liability allocation that Affirmed requires.

Part III — Transaction Records

Part III identifies the core Transaction Facts supplied by an Acceptance Invoice and describes non-exclusive forms of evidence that Affirmed may retain. It does not prescribe Affirmed's internal database, storage architecture or exclusive method of proving formation or variation.

Record 1 — Acceptance Invoice

Record 1.1 The Acceptance Invoice will record the following core information:

a unique invoice identifier and issue date;
Affirmed's legally required supplier details;
the Client's legal name or other information reasonably sufficient to identify the intended contracting person, and its billing address;
for each Service line, its Name, optional Description, optional Period, Quantity and Unit Price in pounds sterling;
any applicable subtotal, VAT or similar tax and total due; and
payment due information.

The absence of a Description or Period does not invalidate the Service Order; clause 12 supplies the applicable defaults. Where applicable, the Acceptance Invoice will also record a supply or tax date, separately itemised third-party charge and other legally required invoice information.

Record 1.2 The Acceptance Invoice may also record the Client's registration number, country, billing email, trading name, brand, contact information, an Affirmed Special Term clearly identified in accordance with clause 3, and other administrative or commercial metadata.

A non-material inaccuracy in an optional, administrative, contact, address, registration or tax field does not invalidate the Acceptance Invoice, acceptance or Agreement where the Client and essential commercial bargain are reasonably ascertainable. Omission or inaccuracy does not relieve Affirmed from correcting any invoice information that applicable law requires.

Affirmed may correct a clerical, contact, address, registration, tax or administrative error by notice, corrected invoice, credit note or other accounting record without a variation, provided the correction does not change the Client entity, Name, Description, Period, Quantity, Unit Price or another material element of the agreed economic bargain.

Record 2 — Acceptance and Variation Evidence

Record 2.1 Affirmed may create and retain one or more records evidencing an offer, presentation, acceptance, signature, payment or variation. Those records may include any combination of:

an Acceptance Invoice, Transaction Facts or other invoice record;
a copy, extract, reference, identifier or cryptographic hash relating to the Contractual Terms or a variation;
acceptance wording or an affirmative acceptance action;
a date, time, URL, route, IP address, user agent, device or session identifier;
the Client entity or representative involved;
Affirmed's issuance, authentication or electronic-signature evidence;
relevant email, application, server, payment or audit logs; and
a reference to, copy of or technical evidence concerning a Notice made available at the relevant time.

Affirmed may store material once and reference it from multiple records, duplicate it, consolidate it, distribute it across systems, or change its evidence architecture prospectively.

No particular Acceptance Record, field, format, hash, algorithm, snapshot, IP address, session identifier, Notice copy or storage method is a condition of formation, validity or enforcement. Its absence or technical defect does not invalidate an otherwise valid Agreement or variation, prevent Affirmed relying on other evidence, or waive any right.

Notices may be evidenced as made available or presented; they are not accepted as contractual terms.

Record 2.2 An amendment or variation may be evidenced by any retained written or electronic record that reasonably identifies the affected Agreement and change and demonstrates the applicable notice, effective date or acceptance, where acceptance is required, under clause 2.10.

It need not be generated through checkout, form a separate database record, include a cryptographic hash, reproduce the complete Agreement, identify a clause number where the intended change is otherwise clear, or contain any particular technical metadata.