1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement, the following words and phrases shall have the following meanings, unless otherwise defined in the Contract Information:

“Ad Copy” means the advertising copy, logos, designs and other assets provided by the Partner in relation to the Reader Offer.

“Affiliate” means, in relation to Reach, any entity that directly or indirectly controls, is controlled by, or is under common control with Reach from time to time, and control means that a person possesses, directly or indirectly, the power to direct or cause the direction of the management of the other person, whether through the ownership of voting shares, by contract or otherwise.

“Agreement” means this document, including the Contract Information and Terms and Conditions, as amended from time to time and any schedules and documents appended hereto.

“App” means the Partner’s app which can be obtained from an App Store (if applicable);

“App Store” means an online or remote-accessed location where the Partner’s App is available for downloading (if applicable).

“Applicable Law(s)” means any applicable law, rule, regulation, regulatory requirement, secondary legislation, resolution, policy guideline, concession, or case law, and any guidance, direction or determination that either party is bound to have regard to in respect of the performance of this Agreement. “Change of control” means that there is a change in the person that can exercise control of a party, where “control” has the meaning given by section 1124 of the Corporation Tax Act 2010.

“Commission” means the commission at the rates set out in the Contract Information

“Confidential Information” means information that one party (or an Affiliate) discloses to the other party (or an Affiliate) under this Agreement and that is marked confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential. It includes the terms of this Agreement.

“Contract Information”: the information about this Agreement set out at the beginning of this Agreement

“Customer/s” means a Reader who through the Reader Offer, engages in a Transaction with either the Partner or a third party recommended by the Partner to purchase the Offer.

“Data” means all information relating to Readers and Readers’ Orders.

“Data Sharing Agreement” has the meaning set out in clause 7.2.

“Data Protection Legislation” means all applicable laws relating to the processing of personal data and the privacy of individuals, including, to the extent either or both apply, the General Data Protection Regulation ((EU) 2017/679) and the (i) the Data Protection Act 2018 (DPA); (ii) UK GDPR (as defined in the Data Protection Act 2018).

“Handling House” means any third-party handling house used by the Partner to provide the Services (if applicable).

“Intellectual Property Rights” means patents, trademarks, copyrights and related rights (including rights in computer software), moral rights, design rights, trade or business names, domain names, know-how and trade secrets, goodwill and the right to sue for passing off, database rights and all other intellectual property rights, whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights and all rights or forms of protection of a similar nature in any country.

“Minimum Revenue Guarantee” means any minimum sums payable by the Partner to Reach in accordance with the Contract Information (if applicable).

“Month End Report” means the month end report to be prepared by the Partner at the end of each month.

“Net Revenue” means the Revenue after deduction of VAT and any other applicable taxes, rebate, service or fulfilment fees (including postage and packaging), credit or other adjustment granted or allowed in relation to each Transaction.

“Offer” means goods and/or services either provided by the Partner or a third party recommended by the Partner, described in the Contract Information.

“Offer Code” means the offer code which allows the Reader to receive the Offers and any associated offer (if an offer code is provided).

“Order” means any order by a Reader of an Offer.

“Partner Third Parties or PTP” means those third parties who are introduced to the Reader through the Partner where the Reader can avail of the Reader Offer. For the avoidance of doubt, it shall be the Partner’s responsibility to ensure that their PTPs adhere to this Agreement as if the Partner was providing the Offer.

“Partner Website” means the website hosted and operated by the Partner as stated in the Contract Information (if applicable).

“Privacy and Data Protection Requirements” all Reach policies and processes relating to protecting rights and freedoms of persons and their right to privacy with regard to the processing of personal data and privacy in any relevant jurisdiction, and the Data Protection Legislation.

“Publications” means the publications referred to in the Contract Information.

“Reader/s” means a person or persons to whom Offer(s) are offered/sold via the Reader Offer and Service. Also, see Customer.

“Reader Offer” means the exclusive promotion provided by the Partner featured in the Publications and on the Partner Website incentivizing Readers to accept the Offer and become Customers.

“Reader Offer Service” means a complete and fully comprehensive service associated with the Offer provided by Partner as is further described in this Agreement (if applicable).

“Revenue” means all monies generated from the Transactions.

“Sales Update” means the sales update provided by the Partner to Reach as set out in the Contract Information.

“Start Date” means the date set out in the Contract Information.

“Telephone Number” means a designated telephone number which will appear in the Ad Copy for the Reader Offer which Readers can call to receive the Reader Offer (if applicable).

“Term” means the term of this Agreement as set out in clause 2.1 and the Contract Information.

“Trade Marks” means the trademarks, brand names and logos of the Publications belonging to Reach or a Reach Affiliate.

“Transaction” means a purchase of any Offer initially offered via the Reader Offer by a Reader whether made on the Partner Website or an App (as applicable), or where the Reader called the Telephone Number (if applicable) or where the Reader contacted the Partner by any other means and referred to the Publication where he or she saw the Reader Offer. Transactions include any subsequent purchases of Offers by Readers, however made.

“Trial Period” means the period stated in the Contract Information (if applicable).

“URL” means the designated link to the Partner Website or an App (if applicable) which will appear on the Ad Copy featuring the Reader
Offer.

“VAT” means value added tax chargeable under the Value Added Tax Act 1994.

“Working Day” means Monday to Friday excluding bank or public holidays in England.

2. TERM

2.1. This Agreement shall commence on the Start Date and shall continue until terminated in accordance with its terms (“Term”).

3. HANDLING HOUSE

3.1. The Partner will provide the Services itself and will not use a Handling House to provide the Services or any part of them.

3.2. In the event that the Partner decides to use a Handling House, the following terms shall apply:

3.2.1 the Partner shall either use their own Handling House or procure a suitable third-party Handling House to provide the Service;

3.2.2 the Handling House shall be subject to Reach’s prior written approval;

3.2.3 the Partner shall enter into a contract with the Handling House imposing the same obligations as under this Agreement. A copy of such contract shall be supplied to Reach upon request;

3.2.4 the Partner shall keep Reach fully informed of any and all disputes, disagreements or issues with the Handling House’s performance of its obligations in relation to the Service; and

3.2.5 the Partner shall indemnify and hold harmless Reach (together with its officers, servants and agents) against any and all liability, loss, damage, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by Reach arising out of the Handling House’s performance or non-performance of the Service.

4. READER OFFER AVAILABILITY

4.1. The Partner will make, and procure that any PTPs make, the Offer available to Readers via the Partner Website, and, if applicable, enable Readers to contact them in other ways Reach will endeavour to publish advertising for the Offer in the Publications on the date(s) agreed with the Partner from time to time but Reach does not guarantee the publication or insertion date of any advertising.

4.2. Unless specifically stated otherwise in the Contract Information, this Agreement is non-exclusive and Reach may promote in any Publication good(s) and service(s) of its choice as reader offers.

5. PARTNER OBLIGATIONS AND WARRANTIES

5.1. The Partner will (and will ensure that it’s PTPs will) provide the Reader Offer Services associated with the Offer in an professional manner and maintain the necessary expertise, resources, stock and technology to provide the Offer to Readers.

5.2. The Partner will ensure that:

5.2.1 Reach receives, on request, up to date copies of all relevant standards, certificates, licences and/or registrations applicable to the Offer and the description contained in the Ad Copy;

5.2.2 the products, services and/or content that make up the Offer are of a high quality and fit for their purpose; and

5.2.3 it maintains (and each PTP maintains) sufficient insurance to cover its obligations and liabilities in relation to the provision of the Offer and its use by Readers (details to be provided upon request).

5.3. The Partner will, as required by Reach, provide contact methods in the Ad Copy.

5.4. The Partner will track the number of Readers who contact the Partner through Reach’s publications and/or Offer Codes and record it in the Sales Update.

5.5. The Partner will use its best endeavours to maximise any up-selling opportunities including previous customer purchase history and any suggested products and services from Reach (subject always to Privacy and Data Protection Requirements).

5.6. The Partner will take responsibility for the accuracy, completeness and presentation of the Ad Copy and will ensure all Ad Copy shall comply with all Applicable Laws and will not infringe the Intellectual Property Rights or other rights of any third party. The Partner shall obtain clearance from the “Committee of Advertising Practice” (“CAP”) for the Ad Copy where required. The Partner shall provide the Ad Copy to Reach in advance of publication for Reach’s approval and ensure that all Advertising Standards Authority pricing and promotion rules and regulations are adhered to.

5.7. The Partner shall ensure that before a Reader accepts an Offer, the Partner’s terms and conditions of business including, amongst other things, its refunds policy, privacy policy and instructions for returns are brought to the attention of Readers in an appropriate manner.

5.8. The Partner will process Orders and arrange delivery of the Offer to a high standard of service at least comparable with good industry practice and will, in any event, fulfil (or ensure its PTPs fulfil) all Orders within twenty-one (21) days of receipt of the Order. If the Partner is unable to provide the Offer within twenty-one (21) days, the Partner will advise the Reader, at the Partner’s sole cost, of any new delivery dates giving the Reader the right to cancel their Order and to provide a refund if necessary.

5.9. The Partner shall provide the Reader with a unique code (if the Offer is a product), which will allow them to track their Order. An invoice will be provided to the Reader separately upon request by emailing the Partner and including their Order number.

5.10. The Partner will, if required by Reach, arrange for promotional and/or sales material and/or other information to be added to the Order, where this is possible.

5.11. In the event of the need for a product recall, the Partner will notify Reach immediately in writing. It will be the responsibility of the Partner to contact Readers promptly to inform them of a recall and the procedure for returning the product (if the Offer is a product). This will be at the Partner’s sole cost.

5.12. The Partner warrants, represents and undertakes that the Offer and the Reader Offer Service will comply with all Applicable Laws in relation to consumer rights and distance selling.

5.13. Refunds and returns shall be dealt with by the Partner in accordance with the terms and conditions set out at their website, as set out in the Contract Information, provided that they comply with the requirements set out in Schedule 1 as a minimum. The Partner will accept full liability for failure of their PTPS to provide the Offer as described, including, but not limited to, liability for all returns or refunds. The Partner shall indemnify and hold harmless Reach (together with its officers, servants and agents) against any and all liability, loss, damage, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by Reach arising out of the provision of the Offer (and any returns or refunds required as a result) by its PTPS.

5.14. The Partner will, if required by Reach, insert subscription offers and catalogues supplied by Reach weighing up to 100 grams free of charge with any Order. Any items over this weight can be included by mutual agreement.

5.15. The Partner will (or will ensure that their PTPs) maintain good levels of customer service and ensure that Customers have various means of contacting them including, as appropriate, being responsive to enquiries made by telephone, email and/or via social media. The Partner

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will answer queries, complaints and other correspondence as soon as possible by letter and on the same day by telephone, email or social media, wherever possible. The Partner will ensure that all Readers are dealt with efficiently and with courtesy.

5.16. The Partner warrants and represents (on behalf of itself and the PTPs) to Reach that:

5.16.1 it (and the PTPs) has obtained all necessary rights, licences and consents to provide the Offer and to perform its obligations;

5.16.2 the Offer, the Reader Offer and any related material provided by the Partner (or the PTPs) under this Agreement shall not infringe the Intellectual Property Rights or other rights of any third party;

5.16.3 it (and the PTPs) shall comply with all Applicable Laws in the performance of its obligations under this Agreement including the Data Protection Legislation;

5.16.4 it (and the PTPs) will input any credit and debit card details sent to the Partner by a Reader in written form within 48 hours of receiving such credit and debit card details, if applicable;

5.16.5 it (and the PTPs) will ensure that all Readers’ credit and debit card details received by the Partner are at all times safe and secure and inaccessible to third parties, if applicable; and

5.16.6 it (and the PTPs) will take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data in compliance with Data Protection Legislation.

6. PAYMENTS AND REPORTING

6.1. The Partner (and the PTPs) will set up appropriate procedures for the receipt, verification and clearing of the various forms of payment by Readers, as set out in this clause.

6.2. The Partner shall pay Reach the Commission and any other sums stated on the Contract Information (including any Minimum Revenue Guarantee, if applicable). All sums payable under this Agreement (including, but not limited to, Commission and/or Minimum Revenue Guarantee (if applicable) payable to Reach) are exclusive of VAT which is chargeable and shall be paid in addition by the Partner on receipt of a valid VAT invoice. The Partner shall be solely responsible for their own VAT compliance including, but not limited to, ensuring that they are registered (where required) and ensuring that they charge VAT at the appropriate rates. Reach shall have no liability
whatsoever for non-compliance by the Partner with any laws relating to VAT compliance. The Partner shall indemnify Reach against all losses, costs, damages, claims of any nature (whether arising directly or indirectly) in connection with the Partner’s VAT compliance obligations. All references in this agreement to VAT shall be deemed to apply also to other equivalent taxes such as goods and sales taxes (GST), if applicable.

6.3. The Partner shall send the Sales Update as set out in the Contract Information and shall provide a breakdown of all sales of the Offers via the Reader Offer including the sales quantity, amount of the Minimum Revenue Guarantee (if applicable) and the Commission. Invoice values that Reach send to the Partner will be equal to Reach Commission (plus VAT) contained in the Sales Update.

6.4. The Partner shall keep records of the sales of the Offers for the duration of the Term and for twelve (12) months after termination or expiry of this Agreement. Reach will have a right of audit for up to twelve (12) months after the termination or expiry of this Agreement.

6.5. Each month, at the end of the month, the Partner shall send to Reach a Month End Report. Reach shall invoice the Partner for the Commission and any other sums due, such as any Minimum Revenue Guarantee (if applicable) and the Partner shall pay the sums due to Reach within thirty (30) days of the date of invoice.

6.6. If any audit or inspection of the records reveals that Reach has been paid less Commission than should have been paid, the Partner will immediately pay the amount of the under-payment to Reach. In the event of any inaccuracy of greater than 10% being found upon such inspection, the reasonable costs incurred by Reach for that inspection shall be paid by the Partner to Reach, along with any sums found to be due to Reach plus interest of 3 per cent per annum above the base rate of NatWest on the sum owed until payment is received.

Payment shall be made by bank transfer to Reach’s nominated bank account within seven (7) days.

6.7. Credit card Orders will be processed using the Partner merchant services agreement. The cost of credit and debit card charges shall be borne by the Partner. Customer credit and debit cards will only be debited at the point of dispatch.

6.8. The Partner may provide for payments to be made automatically through affiliate systems (such as AWIN, Impact Radius, Partnerize) if it has obtained Reach’s prior written consent. If a Customer pays the Partner using one of these methods, it will not affect Reach’s receipt of Commission or such other revenue.

7. DATA PROTECTION

7.1. For the purposes of this clause the expressions “Controller” and “Personal Data” shall have the meanings given or ascribed to them in the Data Protection Legislation.

7.2. Both parties will adhere to the Data Protection Legislation. Any Personal Data exchanged as part of this Agreement will be done so as separate Controllers and only where necessary to perform or give effect to this Agreement.

7.3. It is not the intention of either party to share any Reader Personal Data for any reason. Apart from personal data used by each party in order to give legal effect to this Agreement (for which a data sharing agreement will not be required) no other personal data including Reader Personal Data shall be shared by either party unless both parties enter into an appropriate data sharing agreement prior to sharing that Personal Data. In the event that Personal Data is intended to be shared, Personal Data shall only be shared by either party in accordance with a data sharing agreement (the “Data Sharing Agreement”) to be entered into by both parties prior to sharing that Personal Data.

7.4. The Partner shall maintain an up-to-date Privacy Notice on the Partner Website which is compliant with Data Protection Legislation.

8. INDEMNITIES, LIABILITIES, INSURANCE

8.1. Nothing in this Agreement excludes or in any way limits either party’s liability:

8.1.1 for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

8.1.2 for fraud or fraudulent misrepresentation;

8.1.3 under any indemnity in this Agreement;

8.1.4. for payment of sums properly due and owing to the other party under this agreement; or

8.1.5. for any other matter for which it is unlawful to limit or exclude liability.

8.2. Subject to clause 8.1, neither party will be liable under, or in connection with, this agreement (whether in contract, tort (including negligence) or otherwise) for any loss of profit or revenue, loss of anticipated savings, loss of business or business opportunity, loss of goodwill or reputation, indirect or consequential loss.

8.3. Subject to clauses 8.1 and 8.2, each party’s aggregate liability under, or in connection with, this Agreement (whether in contract, tort (including negligence) or otherwise) is limited to the greater of (i) £15,000 and (ii) 125% of the Commission paid or payable under this Agreement in the twelve (12) months prior to any claim.

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8.4. The Partner shall indemnify and keep Reach and its Affiliates indemnified (together with its officers, servants and agents) against any and all liabilities, costs, expenses, losses and damages (including legal and other professional expenses) of any nature whatsoever incurred or suffered by Reach or any Affiliate arising out of or in connection with:

8.4.1 any third-party claim arising out of the Partner’s breach of this Agreement, the nature or use of the Offer or the performance or non-performance of the Reader Offer Services;

8.4.2 any third party claim that the Ad Copy infringes the Intellectual Property Rights or other proprietary rights of any third party; or

8.4.3 any third party claim, or any fine, penalty or other sanction imposed by a court, regulator or other governmental authority, arising from any breach of Applicable Law by the Partner, any PTP or Handling House; or

8.4.4 any claim arising out of the breach by the Partner of the Data Protection Legislation.

8.5. The Partner shall take out and maintain adequate and sufficient insurance cover to meet its liabilities under or in connection with this Agreement. The Partner shall provide proof of the type and scope of its insurance upon Reach’s request.

9. TRADE MARKS AND CONFIDENTIALITY

9.1. Each party will remain the owner of its Intellectual Property Rights and neither party will acquire rights in the other party’s Intellectual Property Rights other than as set out in this Agreement.

9.2. The Partner grants to Reach a non-exclusive, worldwide, royalty-free licence (with the right to grant sub-licences) to use its name, logo and Ad Copy for the purposes of promoting the Reader Offer and exercising its rights and performing its obligations under this Agreement.

9.3. If this Agreement is described as co-branded in the Contract Information, Reach grants to the Partner a non-exclusive, royalty free licence to use the Trade Marks and in the Ad Copy to provide the Reader Offer Services during the Term .

9.4. The licence granted in clause 9.3 above is personal to the Partner, who may neither assign it nor grant any sub-licences of the rights licensed without the prior written consent of Reach.

9.5. The Partner warrants, represents and undertakes that:

9.5.1 it shall not use the Trade Marks, or allow the Trade Marks to be used, in any way outside the scope of the licence in clause 9.3 or in any way that misleads the public, reduces their distinctiveness, or is materially detrimental or inconsistent with the goodwill, reputation and image of Reach or the Trade Marks;

9.5.2 it shall not do or fail to do anything, or assist third parties in doing anything, that would damage the value, enforceability or validity of the Trade Marks or bring Reach into disrepute;

9.5.3 it will comply with all written specifications, brand guidelines and instructions provided by Reach to the Partner from time to time prescribing the form and manner in which the Trade Marks may be used; and;

9.5.4 it will request prior approval from Reach for any use of any Trade Mark that the Partner wishes to make. Reach will not unreasonably withhold or delay its approval.

9.6. The recipient of any Confidential Information will not disclose that Confidential Information to any person except to those of its and its affiliates’ employees, representatives, contractors, subcontractors and advisers who need to know it and have agreed in writing (or are otherwise legally or professionally bound) to keep it confidential. The recipient will ensure that those persons: (i) use the Confidential Information only to exercise rights and fulfil obligations under this Agreement; and (ii) keep that Confidential Information confidential. The recipient may also disclose Confidential Information where required to do so by law after giving reasonable notice to the discloser (where lawful and practical to do so). The confidentiality obligations in this clause will continue during the Term and for two (2) years after termination or expiry of this Agreement.

10. TERMINATION CONDITIONS

10.1. Unless stated otherwise in the Contract Information, either party may terminate this Agreement at any time by giving not less than thirty (30) days’ written notice to the other party.

10.2. Either party may terminate, or suspend its performance of, this agreement on written notice to the other party if the other party is in material breach of this agreement (which includes any breach of clause 5) and the breach is:

10.2.1 incapable or remedy; or

10.2.2 capable of remedy and the other party fails to remedy it within fourteen (14) days after receiving written notice requiring it to do so.

10.3. Either party may terminate, or suspend its performance of, this agreement on written notice to the other party, if:

10.3.1 any step or process is taken by or in relation to the other party for a moratorium, a compromise or arrangement with its
creditors, administration or liquidation (other than as part of a solvent restructuring), or the other party has a receiver appointed
to any of its assets, becomes insolvent or is unable to pay its debts when due; or

10.3.2 a comparable event happens in any jurisdiction where the other party is incorporated or carries on business.

10.4. Either party may terminate, or suspend its performance of, this Agreement on written notice to the other party if the other party suspends
or stops carrying on all or a substantial part of its business (or threatens to do so).

10.5. Reach may suspend its performance of this Agreement if the Partner fails to pay any amount due under this Agreement by its due date
until that amount is paid in full. Reach may terminate this Agreement, on written notice to the Partner, if the Partner fails to pay any
amount due under this Agreement within seven (7) days of its due date.

10.6. Reach may terminate, or suspend its performance of, this Agreement on written notice to the Partner if, in Reach’s reasonable opinion,
the Partner’s financial position has deteriorated and its ability to perform its obligations under this Agreement is in jeopardy or if there is a
change of control of the Partner.

10.7. Termination of this agreement will not affect any rights or remedies that have accrued up to the date of termination.

10.8. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this
Agreement will remain in full force and effect notwithstanding termination.

11. RUN OUT TERM

11.1. On termination of this Agreement, howsoever arising, the Partner will, for a period of three (3) months from the date that the last Reader Offer under this Agreement is published, continue to receive and process Orders from Readers in accordance with the terms of this

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Agreement. All Orders received by post more than three (3) months after the last Reader Offer is published will be returned to the Reader and informed “offer closed”.

11.2. On termination of this Agreement (howsoever arising), the Partner will, for a period of twelve (12) months from the date of each Customer’s purchase (or such longer period as may be applicable in the case of guarantees which exceed twelve (12) months as given by the Partner), continue to handle all queries, refunds and replacements in accordance with the relevant terms of this Agreement.

11.3. Reach shall be entitled to Commission generated from Transactions, whether that Transaction takes place during the Term or following the termination or expiry of this Agreement.

11.4. The costs incurred by the Partner in performing its duties in this clause shall be at the sole expense of the Partner.

12. PARTNER WEBSITE

12.1. The Partner undertakes to operate, maintain and keep updated the Partner Website at its sole cost.

12.2. The Partner shall operate the Partner Website using industry standard measures to:

12.2.1 provide a secure site for the purpose of collecting Orders from Readers, managing Transactions and arranging for the transfer and settlement of purchase funds (either through a secure site certificate or payment partner); and

12.2.2. ensure that Readers’ credit and debit card details, Personal Data and all other information are at all times safe and secure and inaccessible to unauthorised third parties.

12.3. The Partner shall keep Reach updated at all times regarding the content and design of the Partner Website where relevant to Reach or if it affects the Ad Copy and produce a report to Reach on the Partner Website if requested by Reach.

12.4. The Partner shall ensure the Partner Website is kept to a good professional standard. The editorial, content, design and production personnel assigned to the Partner Website will have sufficient relevant experience. The Partner will ensure that it will not publish any material on the Partner Website referring to Reach or under the Reach name without Reach’s prior written consent.

13. GENERAL

13.1. All notices will be in writing and addressed to the other party’s primary contact for this Agreement. All notices to Reach of termination or breach will be copied to Reach’s legal department at the following address: contractnotices@reachplc.com. Notices will be treated as given when sent, provided that if notice is sent outside business hours in the place of receipt, it will be treated as given when business hours resume. In this clause, business hours mean 9am to 5pm Monday to Friday on a Working Day.

13.2. Reach will not be in breach of this Agreement or otherwise liable for failure or delay in performing any obligation under this Agreement to the extent caused by circumstance beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three (3) months Reach will be entitled to cancel all or any part and may terminate this Agreement by giving fourteen (14) days' written notice without liability to the Partner. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this Agreement occurring prior to such termination.

13.3. Neither party will assign, novate or transfer any of its rights or obligations under this Agreement without the other party’s prior written consent (not to be unreasonably withheld or delayed). Reach may assign, novate or transfer any of its rights and obligations under this Agreement to an Affiliate without obtaining consent.

13.4. The Partner shall not use a Handling House to perform any Reader Offer Services or otherwise subcontract any of its obligations under this Agreement without the prior written consent of Reach. If the Partner uses a Handling House or any other subcontractor, the Partner will remain liable for all subcontracted obligations (including the performance or non-performance of the Reader Offer Services).

13.5. The parties are independent contractors. This Agreement does not create any relationship of agency or partnership between the parties. Neither party may bind the other in any manner whatsoever, except in accordance with this Agreement.

13.6. No variation of this Agreement will be effective unless it is set out in a written amendment which refers to this Agreement and is signed by or on behalf of each of the parties by authorised representatives.

13.7. This Agreement contains the whole agreement between the parties and supersedes all prior agreements and arrangements between them relating to its subject matter. In entering into this Agreement, neither party has relied on, or will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently) except those expressly set out in this Agreement.

Nothing in this clause limits or excludes liability for fraudulent misrepresentation.

13.8. This Agreement does not confer any benefits on any third party unless it expressly states that it does. The parties will not require the consent of any third party to vary this Agreement. Reach may bring any claim in respect of any rights under this Agreement of any Affiliate and, for this purpose, any loss suffered by that Affiliate under this Agreement will be deemed to be a loss of Reach.

13.9. Each term of this Agreement is severable and distinct from the others. If any term (or part of a term) of this Agreement is illegal, invalid or unenforceable, the rest of this Agreement will remain in effect.

13.10. Each party will perform its obligations under this Agreement in accordance with all Applicable Laws relating to anti-bribery, anti-slavery and the prevention of corporate tax evasion. Each party will maintain adequate policies and procedures to guard against bribery, corruption, slavery and human trafficking and corporate tax evasion in its business and supply chain.

13.11. The rights of each party under this Agreement are cumulative and may only be waived in writing and specifically. Failure or delay in exercising any right or remedy under this Agreement or in law does not constitute a waiver of that (or any other) right or remedy.

13.12. This Agreement and any dispute or claim arising out of or in connection with it will be governed by English law and subject to the exclusive jurisdiction of the English courts.

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SCHEDULE 1
Refunds, Returns and Cancellations

1. All refund, return and cancellation instructions relevant to the Offer are to be included on the Partner Website or otherwise provided to Readers in writing before they accept Offers. All Readers who place Orders are to be made aware of refund, return and cancellation instructions.

2. If the Offer is a product (rather than a service), a full refund will be provided by the Partner to any Reader who cancels an Order in accordance with the Partner’s cancellation policy or any cancellation period provided by Applicable Law.

3. For faulty goods, the Partner will exchange the item or offer a refund to Readers.

4. Refunds will be processed daily and made by the same method as the original purchase (for example: credit and debit cards will be credited if the original purchase was made this way), unless an alternative method is agreed with the Reader.

5. Where the Offer involves the provision of a service, instructions to cancel the service are to be made clear to Customers. Customers may cancel the service at any time and will only be liable for any payments owed prior to cancelling the service and will not be subject to any penalty fees for doing so.