Subscription agreement

Last updated: 02 August 2026

This subscription agreement ("Agreement") is a legally binding contract between Reach247 Digital Ltd, a company incorporated in England and Wales (company number 15798046) ("Reach247", "we", "us", "our") and the business entity or individual identified in the relevant Order ("Customer", "you", "your").

This Agreement governs your access to and use of the Reach247 digital loyalty platform and related services (the "Services"). The following documents are incorporated into and form part of this Agreement:

In the event of any conflict between those documents and this Agreement, this Agreement shall prevail.

This Agreement is made available online on the Platform. It becomes binding on Customer on the earliest of: (a) when you access or use the Services; (b) when you click an "I Accept", "Sign Up", or similar button or checkbox presented alongside or referencing this Agreement on the Platform; or (c) when you enter into an Order with Reach247. No wet-ink or electronic signature is required for this Agreement to be legally binding.

By entering into this Agreement, you represent and warrant that: (i) you are at least 18 years of age; (ii) you have the right, power and authority to enter into this Agreement on behalf of Customer; and (iii) your entry into and performance of this Agreement does not violate any applicable law or any agreement to which you are a party.

Bespoke agreements. Some Customers may have entered into a separately negotiated and signed written agreement with Reach247 (a "Bespoke Agreement"), such as a Loyalty Platform Service Agreement or similar bespoke contract, which sets out specific commercial terms for that Customer. Where a Bespoke Agreement exists and has been executed by both Parties, the terms of that Bespoke Agreement shall take precedence over this Subscription Agreement to the extent of any conflict. This Subscription Agreement continues to apply in all other respects as a default framework and supplements the Bespoke Agreement where it is silent.

1. Definitions

In this Agreement, the following words have the meanings set out below. Other capitalised terms are defined where they first appear.

“Affiliate” means a business entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than 50% of the voting securities of that entity.

“Applicable Law” means all laws, regulations, rules and regulatory requirements applicable to a Party's performance under this Agreement, including (without limitation) the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, the Consumer Rights Act 2015, the Bribery Act 2010, and applicable financial services legislation.

“Authorised User” means an individual employee, agent or contractor of Customer who has been granted access credentials to the Services by Customer (or by Reach247 at Customer's request).

“Bespoke Agreement” means a separately negotiated and executed written agreement between Reach247 and a specific Customer (such as a Loyalty Platform Service Agreement or bespoke commercial contract) that sets out particular commercial terms for that Customer's subscription to the Services.

“Available / Availability” means the Services are accessible and usable by Authorised Users over the internet, as measured from the point at which the Services are made available from Reach247's hosting provider, in minutes over each calendar month during the Order Term.

“Business Day” means a day other than a Saturday, Sunday or public holiday in England and Wales.

“Confidential Information” means any information disclosed by one Party (the "Discloser") to the other (the "Recipient") that is designated as confidential or that, given its nature or the circumstances of disclosure, should reasonably be understood to be confidential, including (without limitation) Customer Data, business plans, technology, pricing, and the terms of this Agreement and all Orders. Confidential Information does not include information that: (a) was already known to the Recipient free of restriction; (b) becomes publicly available other than through a breach of this Agreement; (c) is independently developed by the Recipient without reference to the Confidential Information; or (d) is received from a third party free of restriction.

“Customer Data” means all data, content and information (including personal data relating to End Users) uploaded, submitted or otherwise transmitted to or through the Services by or on behalf of Customer.

“Customer Environment” means Customer's own systems, applications, data and business operations in connection with which the Services are used, exclusive of the Services themselves.

“Documentation” means Reach247's standard user documentation for the Services, as updated from time to time, currently available at reach247loyalty.com/promo/gdpr.

“End User” means any individual who participates in a loyalty programme operated by Customer through the Services.

“Exceptions” means any of: (a) Customer's breach of this Agreement, an Order, or the AUP; (b) Customer's failure to configure and use the Services in accordance with the Documentation; (c) failures of or issues with the Customer Environment; (d) Force Majeure Events; or (e) scheduled maintenance where Reach247 has given advance notice by email or through the Services.

“Feedback” means bug reports, suggestions or other feedback about the Services or Documentation provided by Customer to Reach247, excluding Customer Confidential Information.

“Fees” means the charges payable by Customer for the Services as set out in the applicable Order and/or the Pricing Page.

“Force Majeure Event” means any event beyond a Party's reasonable control, including acts of God, flood, fire, explosion, war, terrorism, riot, civil unrest, pandemic, governmental action, internet or telecommunications outages, or acts of third parties (including Reach247's Technology Partner or Stripe, Inc.).

“Intellectual Property Rights” means all patents, trade marks, service marks, trade names, domain names, rights in designs, copyrights, database rights, rights in confidential information, and all other intellectual property rights, whether registered or unregistered, anywhere in the world.

“Malicious Code” means viruses, worms, Trojan horses, ransomware, time bombs and other harmful or malicious code, files, scripts, agents or programmes.

“Order” means a separate order for Services submitted by Customer and accepted by Reach247, whether completed online or executed in writing by both parties.

“Order Term” means the subscription period specified in an Order, together with any Renewal Order Terms. Where no fixed term is specified, the Order Term runs from the Order's effective date until terminated in accordance with clause 15.

“Pricing Page” means Reach247's publicly available pricing page, currently at reach247loyalty.com/pricing, as updated from time to time.

“Renewal Order Term” means a successive subscription period following the expiry of an Order Term, on the same terms unless otherwise agreed in writing.

“Sensitive Information” means the following categories of personal data: (a) government-issued identification numbers; (b) financial account data (including full payment card details); (c) biometric, genetic or health data; (d) data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership; (e) data concerning sex life or sexual orientation; and (f) data relating to criminal convictions or offences. The term includes all special categories of personal data as defined under the UK GDPR.

“Services” means the hosted digital loyalty platform and associated features made available by Reach247 to Customer under this Agreement and the applicable Order(s), as described in the Documentation.

“Support” means Reach247's standard customer technical support for the Services, provided by email.

“Technology Partner” means Pynology Inc., the third-party technology provider whose platform underlies the Services, pursuant to a separate agreement with Reach247.

2. Orders and access

2.1 Customer may access and use the Services by entering into one or more Orders with Reach247. Each Order incorporates and is subject to the terms of this Agreement. In the event of any conflict between an Order and this Agreement, the Order shall prevail in respect of that Order only.

2.2 Where a Bespoke Agreement has been executed by both Parties, the terms of that Bespoke Agreement take precedence over this Agreement to the extent of any conflict. This Agreement applies as a default framework and supplements the Bespoke Agreement where it is silent on a matter.

2.3 Subject to the applicable Order (or Bespoke Agreement) and this Agreement, Reach247 grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Order Term solely for the purposes of operating Customer's loyalty programme as part of the Customer Environment.

2.4 All rights granted under this Agreement are limited and non-exclusive. No title to or ownership of the Services or any part of them is transferred to Customer.

3. Availability

3.1 Reach247 shall use commercially reasonable endeavours to make the Services Available at least 99.8% of the time in each calendar month during the Order Term, excluding downtime resulting from Exceptions (the "Availability Standard").

3.2 If actual Availability falls below the Availability Standard in two consecutive calendar months, Customer may terminate the affected Order by giving written notice to Reach247 within 30 days of the end of the second such month. In that event, Reach247 shall issue Customer a pro-rata refund of any prepaid Fees for the unused portion of the Order Term (a "Pro-Rated Refund").

3.3 Customer may request Availability information at any time by submitting a Support Request.

4. Support

4.1 Reach247 shall provide Support to Authorised Users during Business Days. The level of Support available to Customer depends on the Service Plan applicable to Customer's subscription, as set out in the applicable Order or Bespoke Agreement. Email support is included across all Service Plans.

4.2 Standard Support includes:

remote technical assistance relating to the Services, provided by email (and, depending on Service Plan, by telephone or video call);
assistance with initial account and loyalty card configuration and setup (depending on Service Plan); and
answering questions relating to platform functionality and use.

4.3 Support does not include assistance with Customer's own systems, Customer Environment, or third-party integrations (other than those expressly forming part of the Services), or end user disputes and enquiries.

4.4 On-site visits. Standard Support is provided remotely. Where Customer requests an in-person visit to a Customer location, such visits are subject to prior written agreement between the Parties (email being sufficient) and will be charged at £100 per location visit, exclusive of VAT. Reasonable travel expenses outside Reach247's local area may be charged additionally, as agreed in advance in writing.

4.5 Reach247 will use reasonable endeavours to respond to each Support request within 48 hours on Business Days. Response times are not guaranteed and are not subject to any service credit regime.

4.6 Customer's sole remedy for any failure by Reach247 to provide Support with reasonable skill and care is re-performance of the relevant Support service.

5. Security and data

5.1 Reach247's obligations. Reach247 shall implement appropriate technical and organisational measures to protect the Services and Customer Data against accidental loss, unauthorised access, use, alteration or disclosure, in accordance with industry practice and Applicable Law.

5.2 Customer's obligations. Customer is responsible for:

properly configuring the Services in accordance with the Documentation;
securing all access credentials, passwords, keys, tokens and other credentials used by Customer or Authorised Users in connection with the Services ("Customer Credentials");
ensuring that Authorised Users comply with this Agreement; and
promptly notifying Reach247 at hello@reach247.co.uk if Customer believes any Customer Credentials have been compromised or that there has been any unauthorised access to the Services or Customer Data.

5.3 Customer Data and personal data. Customer shall not use the Services to process Sensitive Information. Customer shall use reasonable endeavours to limit the personal data included in Customer Data to what is strictly necessary. The Documentation provides further guidance on filtering and managing personal data within the Services.

5.4 Reach247's use of data. Reach247 may process information about Customer's configuration and use of the Services, Customer Data and account information: (a) to manage Customer's account; (b) to provide and improve the Services and Support; and (c) to provide Customer with insights, service announcements and reporting. Reach247 may also use aggregated and anonymised data (which does not identify Customer) to develop new features and promote its services. All processing by Reach247 is subject to its obligations under this Agreement and the Privacy Policy.

6. Data protection

6.1 Each Party shall comply with Applicable Law relating to the processing of personal data. For the purposes of the UK GDPR and the Data Protection Act 2018, Customer is the Data Controller of Customer Data (including End User personal data), Reach247 is the Data Processor, and the Technology Partner and any other sub-processors identified in the Privacy Policy act as sub-processors.

6.2 Reach247 processes Customer Data as Data Processor in accordance with this Agreement and its Privacy Policy. The Parties intend to enter into a separate data processing addendum setting out further terms governing that processing; until such an addendum is executed, this clause 6 and the Privacy Policy govern Reach247's processing of Customer Data as Data Processor.

6.3 Customer shall be solely responsible for:

providing all notices required by Applicable Law to End Users and other individuals whose personal data is included in Customer Data;
obtaining all consents and authorisations required by Applicable Law in connection with the collection and processing of Customer Data; and
ensuring that any marketing communications sent to End Users through the Services comply with UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003.

6.4 Reach247 shall not sell Customer Data to any third party. Customer Data is used solely to provide the Services to Customer.

7. Customer responsibilities and restrictions

7.1 Customer is solely responsible for:

the Customer Environment, including as necessary to enable Authorised Users' access to the Services;
all Customer Data and Customer Credentials, and all activities conducted using Customer Credentials;
ensuring that use of the Services is solely for the purposes permitted under this Agreement and the applicable Order; and
compliance with all third-party terms applicable to integrations Customer connects to the Services (including Stripe's terms of service).

7.2 Customer shall not, and shall procure that Authorised Users do not, directly or indirectly:

enable any person other than an Authorised User to access the Services;
attempt to gain unauthorised access to any part of the Services or related systems;
resell, sublicense, distribute or otherwise make the Services available to any third party (other than permitting End Users to participate in loyalty programmes as intended);
modify, copy or create derivative works based on the Services or any part of them;
reverse engineer, decompile or disassemble the Services or attempt to derive the source code;
remove or alter any proprietary notices on or within the Services;
send or store Malicious Code;
use the Services to process Sensitive Information; or
use the Services in violation of Applicable Law or these Terms.

7.3 Reach247 reserves the right to investigate potential violations of clause 7.2. Where Reach247 reasonably believes a violation has occurred or is imminent, it may suspend an Authorised User's access to the Services. Save in cases of urgent or emergency situations or where Reach247 reasonably believes the violation is wilful, Reach247 will give Customer prior written notice of any suspension and will work with Customer in good faith to resolve the matter.

8. Fees and payment

8.1 Customer shall pay all Fees in accordance with the applicable Order and this Agreement. Fees are set out on the Pricing Page and/or in the applicable Order.

8.2 Unless otherwise stated in the Order:

all Fees are payable in pounds sterling (GBP);
Fees are due and payable at the time the Order is placed or, for recurring subscriptions, on the applicable renewal date; and
all Fees are non-refundable except as expressly stated in this Agreement (including clause 3.2 and clause 15.3).

8.3 Where Customer pays by credit or debit card or other electronic payment method, Customer authorises Reach247 (or its payment processor, Stripe, Inc.) to charge the applicable Fees to the designated payment method on the due date. Customer is responsible for keeping its billing information current. If a payment fails, Reach247 (or Stripe on Reach247's behalf) will attempt to notify Customer and retry the charge. If payment remains outstanding for 14 days following the original due date, Reach247 may suspend access to the Services in accordance with clause 15.3.

8.4 Reach247 uses Stripe, Inc. as its payment processor. Customer's payment card details are processed and stored by Stripe and are not retained by Reach247. Stripe's processing is subject to Stripe's own terms of service and privacy policy.

8.5 Where the Services include functionality enabling Customer to take payments from End Users through Stripe integration, Customer is solely responsible for: (a) compliance with all applicable financial services regulations and consumer protection laws; (b) compliance with Stripe's terms of service; and (c) any disputes, chargebacks or claims arising from End User payments. Reach247 is not a party to any transaction between Customer and its End Users.

8.6 All Fees are exclusive of VAT and any other applicable taxes, duties or levies ("Taxes"). Customer is responsible for all Taxes applicable to amounts payable under this Agreement. Where Reach247 is required to charge VAT, it will issue an appropriate VAT invoice.

9. Plan terms and renewal

9.1 The Services are available on three plan lengths: monthly, quarterly (3 months) and annual (12 months), as selected by Customer at the point of Order. The applicable plan length and Fees are set out in the Order or, for self-serve sign-ups, confirmed at the point of purchase on the Platform.

9.2 Unless either Party gives notice of non-renewal in accordance with clause 9.3, each Order Term will automatically renew at the end of the then-current term for a further period of the same length, at the Fees applicable at the time of renewal.

9.3 Cancellation by Customer. Customer may cancel its subscription at any time, with no minimum notice period required, by cancelling through the Platform's billing portal or by written notice to hello@reach247.co.uk. No refund is due on cancellation in either case. Customer may choose:

at end of billing period: Customer retains full access until the end of the then-current paid billing period, after which access ceases automatically; or
immediately: Customer's access ends straight away, and any remaining time on the then-current paid billing period is forfeited.

Where no option is specified, cancellation takes effect at the end of the then-current paid billing period.

9.4 Non-renewal by Reach247. If Reach247 elects not to renew an Order, Reach247 will give Customer written notice before the end of the then-current term as follows:

Monthly plans: at least 7 days' notice.
Quarterly plans: at least 14 days' notice.
Annual plans: at least 30 days' notice.

9.5 Reach247 will notify Customer by email: (a) for monthly plans, at least 5 days before renewal; (b) for quarterly plans, at least 14 days before renewal; and (c) for annual plans, at least 30 days before renewal. Reach247 will give Customer at least 30 days' written notice of any Fee increase before it takes effect on renewal.

9.6 Customer may change plan length at renewal. Any change must be requested before the applicable notice deadline in clause 9.3. Mid-term plan changes are subject to Reach247's prior written agreement.

10. Intellectual property

10.1 As between the Parties: (a) Customer owns all right, title and interest in and to the Customer Environment and Customer Data, including all associated Intellectual Property Rights; and (b) Reach247 owns all right, title and interest in and to the Services, Documentation, Feedback, and the Reach247 brand and technology, including all associated Intellectual Property Rights. Nothing in this Agreement transfers any Intellectual Property Rights from one Party to the other.

10.2 Customer grants Reach247 a non-exclusive, royalty-free licence to use Customer Data to the extent necessary to provide the Services and perform Reach247's obligations under this Agreement.

10.3 Customer grants Reach247 a non-exclusive, royalty-free, perpetual licence to use any Feedback provided by Customer to improve the Services, without restriction.

10.4 Customer must not use the Reach247 name, logo or any Reach247 trade marks without Reach247's prior written consent.

11. Confidentiality

11.1 Each Party shall: (a) keep the other Party's Confidential Information strictly confidential; (b) use Confidential Information only for the purposes of performing or receiving the Services under this Agreement; and (c) not disclose Confidential Information to any third party without the Discloser's prior written consent, except as expressly permitted by this Agreement.

11.2 Each Party may disclose Confidential Information to its employees, agents, contractors and service providers who: (a) are bound by non-use and non-disclosure obligations at least as protective as those in this Agreement; and (b) have a genuine need to know the information for the purposes of this Agreement.

11.3 A Recipient may disclose Confidential Information to the extent required by Applicable Law or a valid court or regulatory order, provided that (to the extent permitted by law) the Recipient gives the Discloser reasonable advance written notice and reasonably cooperates with the Discloser's efforts to seek protective relief.

11.4 Each Party acknowledges that a breach of this clause 11 may cause irreparable harm for which damages alone would not be an adequate remedy, and that the Discloser shall be entitled to seek injunctive or other equitable relief without the need to prove actual damage or post a bond.

12. Warranties

12.1 Each Party warrants to the other that: (a) it has full power and authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation; and (c) its performance of this Agreement will not violate any Applicable Law or any agreement to which it is a party.

12.2 Reach247 warrants that it will provide the Services with reasonable skill and care.

12.3 Except as expressly set out in this Agreement, the Services are provided "as is" and "as available". To the fullest extent permitted by Applicable Law, Reach247 excludes all other warranties, whether express, implied or statutory, including any implied warranty of satisfactory quality, fitness for a particular purpose, or non-infringement.

12.4 In particular, Reach247 does not warrant that the Services will: (a) meet all of Customer's requirements; (b) operate without interruption or error; (c) achieve any particular result; or (d) be compatible with all of Customer's systems or third-party applications.

13. Indemnity

13.1 By Reach247. Subject to clause 13.3, Reach247 shall defend, indemnify and hold harmless Customer and its officers, employees and contractors ("Customer Indemnitees") from and against any losses, damages, claims, liabilities and reasonable legal costs arising from a third-party claim that the Services, as provided by Reach247 and used in accordance with this Agreement, infringe that third party's UK copyright or trade mark rights (a "Customer Infringement Claim").

13.2 If the Services become, or in Reach247's reasonable opinion are likely to become, the subject of a Customer Infringement Claim, Reach247 may at its own expense: (a) procure for Customer the right to continue using the Services; (b) modify the Services so they no longer infringe; or (c) terminate the affected Order and issue a Pro-Rated Refund. Reach247 has no indemnity obligation for any Infringement Claim arising from: (i) Customer's use of the Services in breach of this Agreement; (ii) modification of the Services by Customer; or (iii) combination of the Services with Customer materials or third-party services.

13.3 By Customer. Customer shall defend, indemnify and hold harmless Reach247 and its officers, employees and contractors ("Reach247 Indemnitees") from and against any losses, damages, claims, liabilities and reasonable legal costs arising from or relating to:

Customer's breach of this Agreement;
Customer's violation of Applicable Law;
any claim by an End User or third party arising from Customer's loyalty programme, Customer Data, or Customer's marketing communications; or
any claim arising from Customer's use of the Stripe integration or any payment transaction between Customer and an End User.

13.4 The indemnifying Party shall: (a) be notified promptly in writing of any claim; (b) be given sole control of the defence and any settlement negotiations (provided no settlement shall require payment or admission of liability by the indemnified Party without its written consent); and (c) receive reasonable cooperation from the indemnified Party at the indemnifying Party's expense.

14. Limitation of liability

14.1 Nothing in this Agreement limits or excludes either Party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by Applicable Law.

14.2 Subject to clause 14.1, Reach247 shall not be liable (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) for any:

loss of profits;
loss of revenue or business;
loss of anticipated savings;
loss of or damage to goodwill;
loss of data or information; or
indirect, special, incidental or consequential loss,

in each case howsoever arising, even if Reach247 has been advised of the possibility of such losses.

14.3 Subject to clauses 14.1 and 14.2, each Party's total aggregate liability to the other under or in connection with this Agreement (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) arising in any 12-month period shall not exceed the total Fees paid or payable by Customer to Reach247 under the applicable Order(s) in the 12 months immediately preceding the event giving rise to the claim.

14.4 The Parties acknowledge that the limitations in this clause 14 reflect a reasonable allocation of risk having regard to the nature of the Services, the Fees charged, and the availability of insurance. The Parties have relied on these limitations in agreeing the Fees.

14.5 The limitations in clauses 14.2 and 14.3 do not apply to: (a) Customer's payment obligations under this Agreement; (b) either Party's indemnification obligations under clause 13; or (c) Customer's breach of clause 7.2.

15. Term and termination

15.1 This Agreement commences on the date Customer first accepts it (as described in the preamble) and continues until all Orders have expired or been terminated.

15.2 Termination for cause. Either Party may terminate an Order or this Agreement immediately on written notice if the other Party:

materially breaches this Agreement and (where the breach is capable of remedy) fails to remedy it within 14 days of written notice specifying the breach in reasonable detail; or
becomes insolvent, enters administration or receivership, makes a general assignment for the benefit of creditors, or has a liquidator or administrator appointed.

15.3 Termination for non-payment. If Customer fails to pay any Fees when due:

Reach247 may suspend access to the Services immediately on written notice;
if payment is not received within 14 days of the suspension notice, Reach247 may terminate the relevant Order on further written notice; and
where Customer's subscription is managed through Stripe, automatic suspension or termination triggered by Stripe's failed payment and dunning processes shall be treated as suspension or termination by Reach247 under this clause, and Reach247's standard Stripe dunning settings shall constitute the written notice referred to above.

15.4 Cancellation by Customer. Customer may cancel its subscription at any time in accordance with clause 9.3. For clarity:

where Customer cancels at end of billing period, access continues until the end of the current monthly, quarterly or annual billing period (as applicable); no refund is due for the unused portion of that period; and
where Customer cancels immediately, access ends straight away and any remaining time on the current billing period is forfeited, with no refund due,
except, in either case, where termination is by Customer under clause 3.2 (Availability) or by Reach247 under clause 15.2(a), in which case a Pro-Rated Refund applies.

15.5 Effect of termination. On termination or expiry of an Order: (a) all rights granted to Customer under that Order cease; (b) Customer must cease use of the Services; and (c) any outstanding Fees become immediately due and payable. Termination of this Agreement does not affect any accrued rights or obligations.

15.6 Data following termination. Following termination of an Order, provided Customer has paid all outstanding Fees, a Customer-designated Authorised User may access and download Customer Data for up to 30 days from the effective date of termination. After this period, Reach247 shall delete or anonymise Customer Data in accordance with this Agreement and the Privacy Policy. Reach247 may charge a reasonable administrative fee for data exports requested after termination.

15.7 The following provisions survive termination or expiry of this Agreement: clauses 1, 6.4, 7.2, 10, 11, 12.3, 13, 14, 15.5 to 15.7, 16, 17, 18 and 19.

16. Modifications to this agreement

16.1 Reach247 may modify this Agreement at any time by posting a revised version at reach247loyalty.com/promo/gdpr/subscription-agreement. Unless a longer notice period applies, modifications will take effect on the first day of the calendar month following the month in which they are posted, save that for Orders with a fixed term of 12 months or more, modifications will take effect on the next Renewal Order Term.

16.2 Reach247 will give Customer at least 30 days' written notice (by email or notice on the Platform) of any material modification before it takes effect.

16.3 If Customer objects to a modification, its sole remedy is not to renew the relevant Order. Continued use of the Services after the modification takes effect constitutes acceptance of the modified Agreement.

17. Publicity and marketing

17.1 Neither Party shall issue any press release or public announcement referencing the other Party or this Agreement without the other Party's prior written consent, except as required by Applicable Law.

17.2 Reach247's marketing rights. By entering into this Agreement, Customer grants Reach247 a non-exclusive, royalty-free licence to use Customer's name, trading name and logo ("Customer Marks") for the following purposes:

including Customer in Reach247's customer lists on its website and marketing materials;
referencing Customer as a user of the Platform in presentations, pitch decks and slide decks (including to prospective customers and investors);
displaying Customer's logo in image carousels, case study sections, or partner pages on Reach247's website or social media channels;
referencing Customer's use of the Platform in social media posts, newsletters and promotional content; and
developing case studies or testimonial content about Customer's use of the Platform, subject to Customer's prior approval of the specific content (not to be unreasonably withheld or delayed).

17.3 Reach247 shall use Customer Marks only in a manner consistent with Customer's brand guidelines where these have been provided to Reach247 in writing. Reach247 shall not alter or distort Customer Marks.

17.4 Opt-out. Customer may withdraw the licence granted in clause 17.2 at any time (in whole or in respect of specific uses) by giving written notice to hello@reach247.co.uk. Reach247 shall cease the relevant use of Customer Marks within 14 days of receiving such notice. Withdrawal does not affect any use made prior to the notice taking effect.

18. General

18.1 Governing law and jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

18.2 Entire agreement. This Agreement (together with all Orders, the Terms of Use and the Privacy Policy) constitutes the entire agreement between the Parties in relation to the Services and supersedes all prior representations, agreements and understandings. Any terms in a Customer purchase order or other document that are inconsistent with or additional to this Agreement shall be of no effect.

18.3 Assignment. Customer may not assign, transfer or sub-licence any of its rights or obligations under this Agreement without Reach247's prior written consent, except in connection with a merger, acquisition or sale of all or substantially all of Customer's business or assets, provided Customer remains current in all payments and gives Reach247 written notice. Any purported assignment in breach of this clause is void. Reach247 may assign this Agreement without restriction.

18.4 Affiliates. Where an Affiliate of Customer has not entered into a separate Order with Reach247, Customer may authorise that Affiliate (a "Participating Affiliate") to access the Services under an existing Order. Customer and its Participating Affiliates are jointly and severally liable for compliance with this Agreement and all Orders. Customer accepts full liability for the acts and omissions of its Participating Affiliates.

18.5 Independent contractors. The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, employment, agency or franchise relationship between the Parties.

18.6 Third party rights. This Agreement does not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.

18.7 Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement constitutes a waiver of that right or remedy.

18.8 Severability. If any provision of this Agreement is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, it shall be severed and the remainder of the Agreement shall continue in full force.

18.9 Notices. Notices under this Agreement must be in writing. Notices to Reach247 must be sent to hello@reach247.co.uk or by post to Reach247 Digital Ltd, 2 Bawden Way, Chelmsford, England, CM2 9GY. Notices to Customer will be sent to the email or postal address associated with the applicable Order. Written notices sent by email are deemed received one Business Day after sending (provided no delivery failure or out-of-office reply is received). Notices sent by post are deemed received three Business Days after posting by first-class recorded delivery.

18.10 Force majeure. Neither Party shall be in breach of this Agreement or liable for any delay or failure in performance to the extent caused by a Force Majeure Event, provided the affected Party gives prompt written notice and uses reasonable endeavours to mitigate the impact. Payment obligations are not excused by Force Majeure.

18.11 Anti-bribery. Each Party shall comply with Applicable Law relating to anti-bribery and anti-corruption, including the Bribery Act 2010. Customer represents that it has not offered, promised or given any bribe or improper advantage to any person in connection with this Agreement.

18.12 Export controls. Each Party shall comply with all applicable export control and trade sanctions laws. Customer shall not use the Services in any jurisdiction that is subject to UK, EU or US sanctions, or on behalf of any sanctioned person or entity.

18.13 Online acceptance; no signature required. This Agreement is made available online on the Platform and is accepted by clickwrap (clicking "I Accept" or equivalent) or by accessing or using the Services. No wet-ink or electronic signature is required. Reach247 records the date on which each Customer account is registered, which shall be deemed the date of acceptance of this Agreement. Where a separate Order or Bespoke Agreement is executed in writing, it may be executed in counterparts and by electronic signature (including DocuSign), each of which shall be valid and binding.

19. Contact us

For any questions about this Agreement, or to submit notices:

Reach247 Digital Ltd

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