CREATE LINKS SUBSCRIPTION TERMS & CONDITIONS

PART 1 – GENERAL

1. About this Agreement

1.1 Agreement

These Subscription Terms and Conditions ("Subscription Terms") govern the purchase and use of the Services provided by [CREATE LINKS LEGAL ENTITY DETAILS TO BE INSERTED FOLLOWING INCORPORATION] ("Create Links", "we", "our" or "us").

Together with any documents expressly incorporated by reference, these Subscription Terms form a legally binding agreement between Create Links and the Client.

1.2 Agreement Documents

The Agreement consists of:

a. these Subscription Terms;

b. the Data Processing Agreement (where applicable);

c. the Website Terms and Conditions;

d. the Privacy Policy;

e. the Cookie Policy; and

f. any document expressly incorporated into this Agreement.

Where there is any inconsistency between those documents, they shall take precedence in the following order:

1. these Subscription Terms;

2. the Data Processing Agreement;

3. the Website Terms and Conditions;

4. the Privacy Policy; and

5. the Cookie Policy.

2. Acceptance of the Agreement

The Client enters into this Agreement by:

a. creating an Account;

b. purchasing a Subscription;

c. clicking an electronic acceptance button, including "Accept", "Subscribe", "Purchase", "Continue" or similar wording;

d. accessing the Platform; or

e. using any part of the Services.

By doing so, the Client confirms that it has read, understood and agrees to be legally bound by this Agreement.

If an individual enters into this Agreement on behalf of a Client, that individual warrants that they have authority to bind the Client.

3. Electronic Contracting

The parties agree that:

a. this Agreement may be formed electronically;

b. electronic acceptance constitutes a legally binding electronic signature;

c. no handwritten signature is required; and

d. Create Links may retain electronic records demonstrating acceptance of this Agreement.

Those records may include the date and time of acceptance, Account details, IP address, browser information, payment confirmation and the version of the Agreement accepted.

4. Definitions

Unless the context otherwise requires:

Account means the registered account created to access the Platform and Services.

Agreement means the agreement described in Clause 1.

Business Day means any day other than a Saturday, Sunday or public holiday in England on which banks are open for business.

Client means the business, company, partnership, sole trader, charity, organisation or other legal entity purchasing or using the Services.

Client Content means all information, files, branding, documents, software, credentials, instructions, prompts, data and other materials supplied by or on behalf of the Client.

Confidential Information means information disclosed by one party to the other that is confidential by nature or is identified as confidential.

Data Processing Agreement means the separate agreement governing the processing of Personal Data where applicable.

Work Product means any documents, content, materials, designs, research or other work product specifically created for the Client through the Services, where applicable.

Intellectual Property Rights means all copyright, patents, trademarks, database rights, design rights, trade secrets, know-how and other intellectual property rights anywhere in the world.

Link means an independent contractor, consultant or specialist engaged or coordinated by Create Links to perform authorised Services.

A Link is not an employee of the Client and has no authority to legally bind either party unless expressly authorised in writing by Create Links.

Platform means the Create Links website, client portal, software, booking systems, messaging tools and associated technology.

Services means the subscription services, Link services, coordination services, project management services and any other services supplied by Create Links.

Subscription means the recurring service plan purchased by the Client.

Subscription Period means each monthly billing period commencing on the Commencement Date and each monthly anniversary thereafter.

Subscription Term means the period beginning on the Commencement Date and continuing until the Subscription is cancelled or terminated in accordance with this Agreement.

Subscription Fees means the fees payable for the Subscription.

User means an individual authorised by the Client to use the Platform.

5. Interpretation

Unless the context requires otherwise:

a. references to legislation include amendments and replacements;

b. words importing the singular include the plural and vice versa;

c. headings are for convenience only;

d. "including" means "including without limitation";

e. references to writing include electronic communications; and

f. references to a person include any individual or legal entity.

6. Relationship of the Parties

Nothing in this Agreement creates a partnership, joint venture, employment relationship, agency relationship or fiduciary relationship between Create Links, the Client or any Link.

Each party acts as an independent contracting party.

No Link has authority to:

a. enter into contracts on behalf of Create Links;

b. amend this Agreement;

c. waive any rights of Create Links;

d. make legally binding commitments on behalf of Create Links; or

e. otherwise bind Create Links or the Client,

unless expressly authorised in writing by an authorised representative of Create Links.

PART 2 – THE SERVICES

7. The Services

7.1 Service Overview

Create Links provides subscription-based managed business support services through its Platform by coordinating and assigning independent Links to perform Services requested by Clients.

The Services are intended to provide flexible access to professional support across a range of business functions without creating an employment relationship between the Client and any Link.

The Services may include, without limitation:

a. administrative support;

b. project management;

c. marketing support;

d. creative services;

e. content creation;

f. recruitment support;

g. customer support;

h. operational support;

i. business support services; and

j. any other services offered by Create Links from time to time.

The precise Services available to the Client shall depend on the Client's selected Subscription tier and any additional Services or add-ons purchased by the Client.

8. Subscription Services

Create Links shall use reasonable skill and care to provide the Services throughout the Subscription Term.

The Client acknowledges that the Subscription provides access to a managed service and not the services of any specific individual.

Create Links may determine, acting reasonably, how the Services are delivered, including:

a. assigning one or more Links;

b. replacing a Link;

c. reallocating work between Links;

d. introducing supervisory oversight;

e. determining workflows;

f. implementing operational processes; and

g. using appropriate software, automation or artificial intelligence tools where suitable.

Nothing in this Agreement guarantees that Services will be performed by any particular Link.

9. Platform Access

During the Subscription Term, Create Links grants the Client a limited, non-exclusive, non-transferable and revocable right to access and use the Platform solely for the Client's internal business purposes.

The Client shall ensure that Platform access is restricted to authorised Users.

The Client is responsible for maintaining the confidentiality of all login credentials associated with its Account.

The Client shall notify Create Links immediately upon becoming aware of any unauthorised access to its Account.

10. Subscription Plans

The Services available to the Client shall be determined by the Subscription selected by the Client.

Each Subscription may include different:

a. monthly service hours;

b. service capabilities;

c. response times;

d. priority levels;

e. support channels;

f. included features; and

g. optional add-ons.

Create Links may amend the features included within future Subscription plans provided that any material reduction affecting an existing Subscription shall only apply upon renewal or where otherwise agreed with the Client.

11. Monthly Service Hours

Each Subscription includes a specified allocation of service hours during each Subscription Period.

Service hours represent the time allocated by Create Links for the performance of authorised Services.

Unless expressly stated otherwise:

a. unused hours do not roll over into future Subscription Periods;

b. unused hours have no cash value;

c. hours are not transferable between Clients;

d. hours may only be used during an active Subscription.

Service hours shall be measured and recorded by Create Links using its internal time tracking systems.

Create Links’ records of service hours shall be treated as accurate unless the Client can demonstrate that those records contain a material error.

12. Booking Services

The Client may request work through the Platform or any other approved communication channel specified by Create Links.

Create Links shall use reasonable endeavours to allocate available capacity to requested work.

The Client acknowledges that:

a. advance booking may be required;

b. availability depends upon operational capacity;

c. urgent requests may require additional charges or may not always be accommodated;

d. work may be prioritised according to the Client's Subscription level.

Create Links does not guarantee immediate availability unless expressly agreed in writing.

13. Additional Hours

Where the Client exhausts its included monthly service hours, additional hours may be purchased subject at all times to availability and Create Links' confirmation of capacity.

Additional hours:

a. shall be charged at the applicable rates published by Create Links or otherwise agreed;

b. may only be purchased by Clients with an active Subscription unless Create Links agrees otherwise in writing;

c. shall be subject to the same terms as the Subscription Services unless expressly stated otherwise; and

d. are not guaranteed merely because an order or payment for additional hours has been submitted or processed.

Create Links is under no obligation to provide additional hours where sufficient capacity is unavailable.

Where the Client purchases additional hours and Create Links subsequently determines that it does not have sufficient capacity to provide some or all of those hours, Create Links may cancel the affected additional hours and shall refund any amount paid for the additional hours that Create Links is unable to provide.

14. Service Availability

Create Links shall use reasonable endeavours to maintain the availability of the Platform and Services.

However, the Client acknowledges that interruptions may occur as a result of:

a. scheduled maintenance;

b. emergency maintenance;

c. security incidents;

d. failures of third-party providers;

e. internet or telecommunications failures;

f. software updates; or

g. events outside the reasonable control of Create Links.

Create Links does not guarantee uninterrupted or error-free availability.

15. Changes to the Services

Create Links may introduce, modify, improve, suspend or discontinue features of the Services where reasonably necessary to:

a. improve functionality;

b. improve security;

c. comply with applicable law;

d. address technical issues;

e. reflect operational requirements; or

f. develop new products or services.

Where any change materially reduces the Services purchased by the Client during an active Subscription Term, Create Links shall provide reasonable notice unless the change is required for legal, regulatory or security reasons.

16. Service Exclusions

Unless expressly included within the applicable Subscription or otherwise expressly agreed by Create Links, the Services do not include:

a. legal advice;

b. tax advice;

c. financial advice;

d. regulated investment advice;

e. accounting services;

f. employment advice;

g. immigration advice;

h. regulated professional services requiring statutory authorisation; or

i. any other service expressly excluded by Create Links.

The Client remains solely responsible for obtaining independent professional advice where appropriate.

PART 3 – SUBSCRIPTIONS, BILLING AND PAYMENT

17. Subscription Term

17.1 Commencement

The Subscription shall commence on the date on which Create Links successfully receives the Client's first Subscription payment (the "Commencement Date").

Unless otherwise agreed in writing, the Subscription shall continue on a recurring monthly basis from the Commencement Date and shall automatically renew each month until cancelled or terminated in accordance with this Agreement.

17.2 Renewal

Each Subscription shall automatically renew for successive Subscription Periods unless either party gives notice of non-renewal in accordance with this Agreement.

Any changes to the Subscription, including upgrades, downgrades or cancellations, shall take effect at the beginning of the next Subscription Period unless Create Links agrees otherwise in writing.

18. Subscription Fees

The Client shall pay the Subscription Fees applicable to the Subscription tier selected by the Client at the time of purchase.

The applicable Subscription Fees, included service hours and features of each Subscription tier shall be displayed to the Client before payment is made.

By completing the purchase, the Client confirms its selection of the applicable Subscription tier and agrees to pay the Subscription Fees associated with that tier.

Subscription Fees are payable regardless of the extent to which the Client utilises the Services or its allocated service hours.

Except where expressly stated otherwise:

a. Subscription Fees are fixed for the applicable Subscription Period;

b. Subscription Fees are non-refundable;

c. Subscription Fees are payable in advance; and

d. all payments shall be made in the currency specified by Create Links.

19. Subscription Payments

Subscription Fees shall be charged in advance at the beginning of each Subscription Period using the payment method provided by the Client through Create Links’ payment processor.

By purchasing a Subscription, the Client authorises Create Links and its payment processor to automatically charge the nominated payment method for:

a. recurring Subscription Fees;

b. any additional hours, add-ons or Services expressly purchased or approved by the Client; and

c. any applicable taxes.

Recurring Subscription Fees shall be charged automatically on each applicable renewal date until the Subscription is cancelled or terminated in accordance with this Agreement.

The Client is responsible for ensuring that its payment and billing information remains accurate, current and valid throughout the Subscription Term.

Create Links does not directly store complete payment card details where payments are processed through its third-party payment processor.

20. Automatic Renewals

Unless cancelled in accordance with this Agreement, the Client authorises Create Links to automatically renew the Subscription and collect the applicable Subscription Fees at the start of each Subscription Period.

It is the Client's responsibility to ensure that sufficient funds are available and that its payment method remains valid.

Failure to receive a renewal reminder shall not affect the validity of an automatic renewal where the Client has agreed to recurring billing.

21. Additional Services and Charges

The Client may purchase additional service hours, add-ons or other additional Services made available by Create Links from time to time.

Unless otherwise stated:

a. additional Services shall be charged at the applicable price displayed to the Client at the time of purchase;

b. payment for additional Services shall be collected using the payment method provided by the Client through Create Links’ payment processor;

c. the Client must expressly purchase or approve any additional Services before the associated work commences; and

d. all additional Services shall be subject to this Agreement.

The purchase of additional Services is subject to availability and does not guarantee that Create Links has capacity to fulfil the requested Services until availability has been confirmed.

Where payment has been successfully collected but Create Links subsequently determines that it does not have sufficient capacity to provide some or all of the additional Services purchased, Create Links may cancel the affected Services and shall refund the amount paid for any additional Services that it is unable to provide.

Any such cancellation or refund shall apply only to the affected additional Services and shall not affect the Client’s underlying Subscription.

22. Taxes

All Subscription Fees and other charges are exclusive of Value Added Tax (VAT) and any other applicable taxes unless expressly stated otherwise.

The Client shall pay all applicable taxes, duties and governmental charges arising in connection with the Services, excluding taxes based solely on Create Links' income.

23. Failed Payments

Where any payment cannot be successfully collected, Create Links may, acting reasonably:

a. retry the payment method;

b. request an alternative payment method;

c. suspend access to the Platform or Services;

d. pause ongoing work;

e. refuse new bookings;

f. recover reasonable costs incurred in collecting overdue amounts; or

g. terminate the Agreement where the payment default is not remedied.

The Client remains responsible for all Subscription Fees that become due prior to termination.

24. Late Payment

Without prejudice to any other rights or remedies available, any overdue amount may accrue interest from the due date until payment is received in full.

Interest shall accrue at the lower of:

a. four percent (4%) per annum above the base rate of the Bank of England; or

b. the maximum amount permitted by applicable law.

Create Links reserves the right to claim compensation and recovery costs available under the Late Payment of Commercial Debts (Interest) Act 1998 where applicable.

25. Price Changes

Create Links may amend its pricing from time to time.

Any increase to Subscription Fees for an existing Subscription shall take effect only at the beginning of a subsequent Subscription Period following reasonable prior notice to the Client unless:

a. the increase results directly from changes in taxation or applicable law;

b. the Client requests additional Services;

c. the parties otherwise agree in writing.

Create Links shall provide reasonable notice of any price increase before it takes effect.

26. Refunds

Except where required by applicable law or expressly stated in writing:

a. Subscription Fees are non-refundable;

b. unused service hours are non-refundable;

c. partially used Subscription Periods are non-refundable;

d. additional service purchases are non-refundable once work has commenced, except where Create Links cancels the affected additional Services due to insufficient capacity in accordance with this Agreement.

Nothing in this Agreement limits any rights that cannot lawfully be excluded.

27. Chargebacks and Payment Disputes

The Client agrees to contact Create Links in good faith before initiating any chargeback, payment reversal or payment dispute relating to the Services.

Where a chargeback or payment reversal is initiated without reasonable grounds, Create Links reserves the right to:

a. suspend the Account;

b. suspend ongoing Services;

c. recover any associated costs or fees incurred;

d. require payment by an alternative method before reinstating the Services.

This clause does not prevent the Client from exercising any legal rights available under applicable payment regulations.

28. Payment Disputes

If the Client disputes any payment or charge made under this Agreement, the Client shall notify Create Links in writing within fourteen (14) days of the date on which the relevant charge was made, providing reasonable details of the disputed amount and the reasons for the dispute.

The parties shall work together in good faith to investigate and resolve any disputed charge as promptly as reasonably practicable.

The Client shall remain responsible for any undisputed amounts properly due under this Agreement.

Failure to notify Create Links within the fourteen (14) day period shall not prevent the Client from raising a genuine claim where the Client could not reasonably have identified the relevant error within that period.

29. Subscription Upgrades and Downgrades

The Client may request to upgrade or downgrade its Subscription, subject to the plans and options made available by Create Links.

Unless otherwise agreed in writing:

a. all upgrades and downgrades shall take effect at the beginning of the Client’s next Subscription Period;

b. the Client shall continue to receive its existing Subscription tier until the end of the current Subscription Period;

c. the Fees applicable to the new Subscription tier shall be charged from the beginning of the next Subscription Period; and

d. no refund or credit shall be provided in respect of the Client’s current Subscription Period as a result of a requested upgrade or downgrade.

30. Promotional Offers and Discounts

Create Links may offer promotional pricing, introductory offers, referral rewards or other discounts from time to time.

Unless expressly stated otherwise:

a. promotional offers cannot be combined;

b. discounts have no cash value;

c. promotional pricing applies only for the stated promotional period;

d. Subscription Fees shall automatically revert to the standard pricing applicable at the end of the promotional period.

Create Links reserves the right to withdraw or amend promotional offers at any time, provided that any offer already accepted shall continue in accordance with its published terms.

PART 4 – WORK PRODUCT AND INTELLECTUAL PROPERTY

31. Client Materials

The Client retains ownership of all Intellectual Property Rights in and to the Client Content and any other materials supplied to Create Links or a Link in connection with the Services.

The Client grants Create Links and any assigned Link a non-exclusive, worldwide, royalty-free licence for the duration of the Agreement to use, reproduce, store, modify and otherwise process the Client Content solely to the extent reasonably necessary to perform the Services.

The Client warrants that it has obtained all rights, licences and permissions necessary to permit Create Links and the assigned Link to use the Client Content for that purpose.

32. Work Product

Subject to the Client paying all amounts due under this Agreement, ownership of the Intellectual Property Rights in the Work Product specifically created for the Client shall transfer to the Client upon final delivery.

Ownership transfers only to the extent that the Work Product:

a. were specifically commissioned by the Client;

b. were created exclusively for the Client under the Services; and

c. do not comprise or incorporate any Background Intellectual Property.

Until payment has been received in full, all Intellectual Property Rights in the Work Product shall remain vested in Create Links or its licensors.

Nothing in this Agreement transfers ownership of any Background Intellectual Property.

33. Background Intellectual Property

Create Links and its licensors retain ownership of all Intellectual Property Rights existing prior to the commencement of the Services or developed independently of the Services, including but not limited to:

a. software;

b. source code;

c. workflows;

d. systems;

e. methodologies;

f. frameworks;

g. templates;

h. prompts;

i. playbooks;

j. documentation;

k. training materials;

l. automation;

m. artificial intelligence workflows;

n. internal processes;

o. know-how; and

p. the Platform.

Where any Background Intellectual Property is incorporated into Work Product, Create Links grants the Client a perpetual, non-exclusive, worldwide, royalty-free licence to use that Background Intellectual Property solely as incorporated within the Work Product for the Client's internal business purposes.

Nothing in this Agreement permits the Client to extract, resell, distribute or commercially exploit Background Intellectual Property separately from the Work Product.

34. Third-Party Materials

The Work Product may incorporate third-party software, fonts, images, stock media, open-source software, APIs or other third-party materials.

Such materials remain subject to the licence terms imposed by the relevant third party.

Create Links does not warrant that any third-party licence permits modification, resale or redistribution beyond the scope of those applicable licence terms.

The Client is responsible for complying with any continuing licence obligations applicable to third-party materials after delivery.

35. Artificial Intelligence

Create Links may utilise artificial intelligence systems, automation tools or machine learning technologies to assist in performing the Services where appropriate.

Where artificial intelligence tools are used in connection with the Services, reasonable human review should be undertaken where appropriate having regard to the nature and intended use of the relevant output.

The Client acknowledges that:

a. artificial intelligence generated outputs may not always be unique;

b. outputs may require human review or modification;

c. factual, legal or technical information should be independently verified where appropriate; and

d. the Client remains responsible for reviewing Work Product before publication or implementation.

Unless expressly agreed otherwise in writing, Create Links does not warrant that Work Product generated with the assistance of artificial intelligence will be entirely free from inaccuracies or similarities to publicly available material.

36. Review of Services and Work Product

The Client acknowledges that the Services are primarily provided on an hourly basis and may involve ongoing activities, tasks, support or other work that does not result in a specific or defined Work Product.

Where the Services result in any document, content, material or other work product being provided to the Client, the Client should review such work product within a reasonable period and notify Create Links promptly of any material concerns.

Where the Services involve ongoing activities without a specific Work Product, including research, recruitment, outreach, administration, account management or similar activities, the Services shall be treated as performed when the relevant work has been carried out by the Link.

Create Links does not guarantee that any particular amount of time spent on the Services will result in a specific Work Product, result or outcome unless expressly agreed otherwise in writing.

Nothing in this Clause affects Create Links’ obligation to perform the Services with reasonable skill and care.

37. Moral Rights

To the fullest extent permitted by applicable law, Create Links shall procure that Links waive, or agree not to assert, any moral rights in Work Product created specifically for the Client, insofar as such rights may lawfully be waived.

Nothing in this clause affects the moral rights of third parties whose works are incorporated into Work Product under licence.

38. Intellectual Property Infringement

If either party becomes aware of any actual or suspected infringement of Intellectual Property Rights relating to the Work Product, that party shall notify the other promptly.

Where a claim alleges that Work Product created by Create Links infringe the Intellectual Property Rights of a third party, Create Links may, at its option and expense:

a. obtain the necessary rights for continued use;

b. modify the Work Product so that they become non-infringing without materially reducing their functionality; or

c. replace the affected Work Product with substantially equivalent Work Product.

This clause shall not apply where the alleged infringement arises from:

i. Client Content;

ii. modifications made by the Client or a third party without Create Links' approval;

iii. use outside the agreed purpose;

iv. combinations with products or services not supplied by Create Links; or

v. instructions provided by the Client.

39. Feedback

The Client may provide suggestions, recommendations, enhancement requests or other feedback regarding the Services.

Unless otherwise agreed in writing, Create Links may use, develop and incorporate such feedback into its products, services, workflows and Platform without restriction and without any obligation to compensate the Client, provided that doing so does not disclose the Client's Confidential Information.

PART 5 – LINKS AND SERVICE DELIVERY

40. Assignment of Links

Create Links shall use reasonable skill and care to assign one or more suitably qualified Links to perform the Services.

The allocation of Links shall be determined by Create Links having regard to factors including:

a. the Client's Subscription;

b. the nature and complexity of the Services;

c. the experience, skills and availability of Links;

d. operational capacity;

e. continuity of service; and

f. any other relevant operational considerations.

The Client acknowledges that the Services are provided by Create Links and not by any individual Link.

Nothing in this Agreement guarantees the continued allocation of any particular Link.

41. Independent Contractors

Each Link engaged in providing the Services acts as an independent contractor.

Nothing in this Agreement creates:

a. an employment relationship;

b. worker status;

c. agency;

d. partnership;

e. joint venture; or

f. fiduciary relationship,

between:

i. the Client and any Link;

ii. the Client and Create Links; or

iii. Create Links and any Link unless expressly agreed in writing.

The Client shall not represent that any Link is employed by the Client or otherwise authorised to act on its behalf except to the extent reasonably necessary for the performance of the Services.

42. Management of Links

Create Links remains responsible for the engagement, onboarding, allocation, replacement and general management of Links within the Create Links service, including remuneration of Links.

Create Links may implement such supervision, quality assurance, performance management and operational processes as it considers reasonably appropriate having regard to the nature of the Services.

The Client acknowledges that Links are not employees of the Client and that the overall management of the Link relationship remains with Create Links.

Nothing prevents the Client from providing reasonable day-to-day instructions relating to individual tasks, priorities, deadlines or project requirements, provided such instructions remain within the agreed scope of the Services.

43. Replacement of Links

Create Links may replace an assigned Link at any time where reasonably necessary, including where a Link:

a. becomes unavailable;

b. ceases providing services to Create Links;

c. is unable to perform the required Services;

d. presents a security or compliance concern;

e. no longer possesses the appropriate skills for the engagement;

f. is subject to disciplinary action; or

g. where replacement is otherwise reasonably necessary to ensure continuity or quality of the Services.

Where reasonably practicable, Create Links shall seek to minimise disruption arising from any replacement.

The Client shall not be entitled to terminate this Agreement solely because a particular Link is replaced.

44. Client Requests Regarding Links

The Client may reasonably request that Create Links consider replacing a Link where there are genuine concerns regarding:

a. capability;

b. professionalism;

c. communication;

d. conduct;

e. conflicts of interest; or

f. the effective delivery of the Services.

Create Links shall consider such requests in good faith but retains sole discretion regarding the allocation and replacement of Links.

Nothing in this Agreement obliges Create Links to assign or retain any specific individual.

45. Authority of Links

Unless expressly authorised in writing by Create Links, no Link has authority to:

a. enter into contracts on behalf of Create Links;

b. vary this Agreement;

c. negotiate commercial terms;

d. agree discounts;

e. waive any contractual rights;

f. incur expenditure on behalf of Create Links;

g. make legally binding commitments on behalf of Create Links; or

h. appoint subcontractors on behalf of Create Links.

The Client shall not rely upon any representation made by a Link outside the scope of their actual authority.

46. Client Access and Systems

Where the Client grants a Link access to its systems, software, accounts, premises or data, the Client remains responsible for determining the level of access granted.

The Client shall grant only those permissions reasonably necessary for the performance of the Services.

Unless expressly agreed otherwise in writing, Create Links does not require Clients to provide:

a. unrestricted administrator access;

b. banking or financial account access;

c. payroll authority;

d. authority to enter into contracts;

e. unrestricted access to confidential databases; or

f. any other access beyond that reasonably necessary to perform the agreed Services.

The Client accepts responsibility for any additional permissions voluntarily granted beyond those reasonably required.

47. Scope of Authority

Links are authorised only to perform the Services allocated to them by Create Links.

Any activity undertaken by a Link outside the authorised scope of the Services shall not be treated as an act or omission of Create Links solely by reason of the Link's engagement.

Without limitation, a Link has no authority to:

a. establish separate commercial arrangements with the Client;

b. receive payment directly from the Client for Services covered by this Agreement;

c. represent themselves as an owner, director or employee of Create Links;

d. disclose Confidential Information belonging to Create Links or another Client;

e. use Client information for personal benefit; or

f. undertake any unlawful or unauthorised activity.

48. Link Conduct

Create Links shall exercise reasonable care in selecting, onboarding and managing Links.

However, Create Links does not warrant that a Link will remain continuously available or that every aspect of a Link's conduct can be prevented, supervised or controlled.

Where a Link acts outside the scope of their authorised duties or in deliberate breach of this Agreement or applicable law, such conduct shall be treated as the independent act of the Link unless directly caused by the negligence or wilful misconduct of Create Links.

49. Reporting Concerns

The Client shall notify Create Links as soon as reasonably practicable of any concerns regarding:

a. misconduct;

b. security incidents;

c. breaches of confidentiality;

d. suspected fraud;

e. unlawful activity;

f. professional concerns; or

g. any other matter that may materially affect the Services.

The Client shall provide reasonable assistance to Create Links in investigating any such matter.

50. Response to Concerns

Where concerns regarding a Link are reported, Create Links may, acting reasonably:

a. investigate the matter;

b. temporarily suspend the Link from providing Services;

c. restrict the Link's access to systems or information;

d. appoint a replacement Link;

e. implement additional supervision;

f. cooperate with relevant third parties, regulators or law enforcement authorities where appropriate; and

g. take any other reasonable action necessary to protect the Client, Create Links or other affected parties.

51. Independent Misconduct

Create Links shall not be liable for criminal, fraudulent, malicious or otherwise unlawful acts committed independently by a Link where such acts:

a. fall outside the authorised scope of the Services;

b. were not authorised, directed or approved by Create Links;

c. could not reasonably have been prevented through the exercise of reasonable care; and

d. were undertaken primarily for the personal benefit of the Link or another third party.

Examples include, without limitation:

i. theft;

ii. fraud;

iii. bribery;

iv. unauthorised disclosure of confidential information;

v. identity theft;

vi. deliberate destruction of data;

vii. cybercrime;

viii. unauthorised private arrangements with the Client; and

ix. any criminal offence committed independently of the Services.

Nothing in this clause excludes liability that cannot lawfully be excluded under applicable law.

52. Non-Solicitation and Non-Circumvention

The Client acknowledges that substantial time, expertise and expense are invested by Create Links in recruiting, assessing, onboarding, training and managing Links.

Accordingly, during the Subscription Term and for a period of three (3) months following its termination or expiry, the Client shall not, directly or indirectly:

a. employ or engage a Link introduced through the Services;

b. contract with a Link outside the Platform;

c. encourage or assist another person to engage a Link outside the Services;

d. induce a Link to terminate or reduce their relationship with Create Links; or

e. otherwise circumvent Create Links for the purpose of obtaining substantially similar services from a Link.

This clause shall not apply where:

i. Create Links has provided its prior written consent; or

ii. the Client pays any agreed introduction or transfer fee specified by Create Links.

The parties acknowledge that this clause is reasonable and necessary to protect the legitimate business interests, goodwill, confidential information and investment of Create Links.

53. Business Continuity

Create Links may take any reasonable operational steps necessary to ensure the continuity of the Services, including:

a. reallocating work between Links;

b. assigning additional Links;

c. implementing temporary supervision arrangements;

d. prioritising critical work;

e. adjusting workflows or delivery methods; or

f. using automation or technology-assisted processes where appropriate.

Such measures shall not constitute a breach of this Agreement provided that Create Links continues to exercise reasonable skill and care in delivering the Services.

PART 6 – CLIENT OBLIGATIONS

54. General Client Obligations

The Client shall:

a. cooperate with Create Links in good faith throughout the provision of the Services;

b. provide Create Links with all information, instructions and assistance reasonably required to perform the Services;

c. ensure that all information supplied is complete, accurate and up to date;

d. appoint suitably authorised representatives to liaise with Create Links where reasonably required;

e. make decisions, approvals and feedback available within a reasonable timeframe;

f. comply with all applicable laws and regulations relevant to its business and use of the Services; and

g. perform its obligations under this Agreement in a timely and professional manner.

The Client acknowledges that delays in fulfilling its obligations may affect the delivery of the Services.

55. Client Instructions

The Client shall ensure that all instructions provided to Create Links or any Link:

a. are lawful;

b. are accurate;

c. do not infringe the rights of any third party;

d. fall within the agreed scope of the Services; and

e. do not require Create Links or a Link to act in breach of applicable law, professional obligations or this Agreement.

Create Links may refuse any instruction which it reasonably believes would breach this Agreement or applicable law.

56. Provision of Information

The Client shall provide all materials, information, credentials, approvals and access reasonably necessary for Create Links to perform the Services.

Create Links shall be entitled to rely upon information supplied by or on behalf of the Client unless it is aware, or ought reasonably to be aware, that such information is materially inaccurate.

Create Links shall not be responsible for any delay, defect or additional cost arising from inaccurate, incomplete or delayed information supplied by the Client.

57. Client Content

The Client remains solely responsible for all Client Content supplied in connection with the Services.

The Client warrants that Client Content:

a. is accurate;

b. complies with applicable law;

c. does not infringe any Intellectual Property Rights;

d. does not contain malicious code or unlawful material;

e. may lawfully be used by Create Links and any assigned Link for the purposes of performing the Services.

The Client shall promptly notify Create Links of any known inaccuracies or required updates to Client Content.

58. Approvals and Decisions

Where Create Links requires approval, confirmation or instructions from the Client before progressing work, the Client shall respond within a reasonable period.

Unless otherwise agreed in writing, any estimated delivery dates may be extended where the Client fails to provide timely approvals or decisions.

Create Links shall not be liable for delays resulting directly from delayed approvals, revised instructions or changes requested by the Client.

59. Changes to Services

The Client may request changes to the tasks, priorities or types of Services performed by its Link from time to time, subject to the Client’s Subscription, available service hours, Link expertise and Create Links’ capacity.

Where a request would reasonably require:

a. additional service hours;

b. additional or different Links;

c. specialist expertise;

d. Services outside those available under the Client’s Subscription tier; or

e. additional charges,

Create Links may:

i. require the Client to purchase additional hours or Services;

ii. recommend a different Subscription tier;

iii. assign or recommend a Link with the appropriate level of expertise;

iv. agree alternative arrangements with the Client; or

v. decline the request.

Create Links is not obliged to provide any requested Service that falls outside the Services offered by Create Links, exceeds available capacity, requires expertise that is not reasonably available, or would otherwise be inappropriate or unlawful.

Any additional Services or charges must be agreed or purchased by the Client before the relevant additional work is undertaken.

60. Client Systems and Security

The Client remains responsible for the security, maintenance and lawful operation of its own:

a. IT systems;

b. software;

c. networks;

d. devices;

e. user accounts; and

f. internal security controls.

The Client shall implement appropriate access controls and remove access previously granted to Links where instructed by Create Links or where access is no longer required.

61. Compliance with Laws

The Client shall ensure that its use of the Services complies with all applicable laws, regulations, codes of practice and industry standards.

Without limitation, the Client shall not use the Services to:

a. engage in unlawful activity;

b. infringe Intellectual Property Rights;

c. transmit unlawful, defamatory or offensive material;

d. commit fraud;

e. distribute malicious software;

f. facilitate money laundering, bribery or corruption; or

g. otherwise use the Services in a manner that could expose Create Links or any Link to legal or regulatory liability.

62. Acceptable Use

The Client shall not:

a. interfere with the operation of the Platform;

b. attempt to gain unauthorised access to Create Links' systems;

c. circumvent technical or security measures;

d. reverse engineer, decompile or attempt to extract source code from the Platform except where expressly permitted by law;

e. misuse, overload or disrupt the Platform;

f. knowingly introduce viruses, malware or other harmful code; or

g. permit any unauthorised person to access the Platform using its Account.

63. Reliance on the Services

The Client acknowledges that:

a. Create Links provides professional business support services but does not guarantee any particular commercial outcome;

b. business success depends upon numerous factors outside the reasonable control of Create Links;

c. the Client remains responsible for all strategic, commercial and operational decisions relating to its business; and

d. where the Services result in any work product, recommendations, content, documents, research or other materials, the Client remains responsible for reviewing them before implementing, publishing or otherwise relying upon them.

Nothing in this Agreement constitutes legal, financial, tax, investment or other regulated professional advice unless expressly agreed in writing.

64. Suspension of Services Due to Client Default

Where the Client fails to comply with its obligations under this Agreement, Create Links may suspend or delay the affected Services to the extent reasonably necessary until the relevant default has been remedied.

Such suspension shall not constitute a breach of this Agreement by Create Links.

Where the Client's default results in additional work or additional costs being incurred by Create Links, such work may be deducted from the Client's available service hours where appropriate. Any additional charge outside the Client's available service hours must be approved or purchased by the Client before the relevant additional work is undertaken.

65. Duty to Mitigate Delay

Both parties shall use reasonable endeavours to minimise the impact of any delay affecting the performance of the Services.

Where either party becomes aware of circumstances likely to materially affect delivery, that party shall notify the other as soon as reasonably practicable and cooperate in good faith to minimise disruption.

PART 7 – CONFIDENTIALITY, INFORMATION SECURITY AND DATA PROTECTION

66. Mutual Confidentiality

Each party ("Receiving Party") shall keep confidential all Confidential Information disclosed by the other party ("Disclosing Party") in connection with this Agreement.

The Receiving Party shall:

a. use the Confidential Information solely for the purposes of performing or receiving the Services;

b. protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in any event no less than reasonable care;

c. restrict access to those employees, Links, contractors, professional advisers and representatives who have a legitimate need to know the Confidential Information for the purposes of this Agreement and who are subject to confidentiality obligations no less protective than those contained in this Agreement; and

d. not disclose the Confidential Information to any third party except as expressly permitted by this Agreement or with the prior written consent of the Disclosing Party.

67. Exclusions from Confidential Information

The obligations contained in Clause 66 shall not apply to information which the Receiving Party can demonstrate:

a. was already lawfully known to it before disclosure;

b. becomes publicly available through no breach of this Agreement;

c. is lawfully obtained from a third party without restriction;

d. is independently developed without reference to the Confidential Information; or

e. must be disclosed by law, regulation, court order or the requirements of a competent governmental or regulatory authority.

Where disclosure is required by law, the Receiving Party shall, where legally permitted, provide reasonable notice to the Disclosing Party before making the disclosure.

68. Permitted Disclosures

A party may disclose Confidential Information where reasonably necessary to:

a. its employees;

b. Links;

c. subcontractors;

d. professional advisers;

e. insurers;

f. auditors;

g. lenders or prospective investors;

h. prospective purchasers of its business; or

i. regulatory authorities,

provided that such persons are subject to appropriate confidentiality obligations or duties.

The disclosing party remains responsible for ensuring that any person receiving Confidential Information through it complies with the obligations of confidentiality applicable under this Agreement.

69. Information Security

Create Links shall maintain reasonable and proportionate administrative, technical and organisational measures designed to protect Client Content and Confidential Information against unauthorised access, disclosure, alteration, loss or destruction, having regard to the nature of the information, the risks involved and the resources reasonably available to Create Links.

Such measures may include, where appropriate and reasonably practicable:

a. role-based access controls;

b. authentication procedures;

c. encryption of data in transit where reasonably practicable;

d. secure password policies;

e. logging and monitoring of access;

f. regular software updates; and

g. internal security procedures.

The Client acknowledges that no electronic system can be guaranteed to be completely secure and Create Links does not warrant that unauthorised access or security incidents will never occur.

70. Client Security Responsibilities

The Client remains responsible for maintaining appropriate security measures in respect of:

a. its own systems;

b. user accounts;

c. passwords;

d. devices;

e. internal networks;

f. business continuity arrangements; and

g. access permissions granted to Users or Links.

The Client shall promptly notify Create Links of any actual or suspected unauthorised access to its Account or any security incident that may affect the Services.

71. Data Protection

Where Create Links processes Personal Data on behalf of the Client in connection with the Services, the parties agree that the Data Processing Agreement forms part of this Agreement and governs the respective rights and obligations of the parties in relation to such processing.

To the extent of any inconsistency between this Agreement and the Data Processing Agreement concerning data protection obligations, the Data Processing Agreement shall prevail.

72. Security Incidents

Each party shall notify the other without undue delay after becoming aware of any actual security incident affecting information shared under this Agreement where that incident is reasonably likely to:

a. materially affect the Services;

b. compromise Confidential Information;

c. materially affect the other party's systems or operations; or

d. require cooperation between the parties to investigate or mitigate the incident.

Nothing in this clause requires either party to disclose information that would prejudice an ongoing law enforcement investigation or create additional security risks.

73. Data Retention and Return

Upon termination or expiry of this Agreement, Create Links may retain Client information:

a. where required by applicable law;

b. where necessary to establish, exercise or defend legal claims;

c. for legitimate internal record-keeping purposes;

d. in routine electronic backups maintained in accordance with Create Links' retention policies; or

e. where otherwise permitted under the Data Processing Agreement.

Subject to the above, Create Links shall, upon written request and where reasonably practicable, return or securely delete Client Content in accordance with the Data Processing Agreement or its applicable data retention policies.

PART 8 – RISK ALLOCATION

74. Mutual Warranties

Each party warrants that throughout the Term it:

a. has full power and authority to enter into and perform this Agreement;

b. shall comply with all applicable laws relating to its performance of this Agreement;

c. shall not knowingly do anything that would cause the other party to breach applicable law.

75. Service Warranty

Create Links warrants that it shall perform the Services:

a. using reasonable skill and care;

b. using suitably qualified personnel and Links, as determined by Create Links;

c. substantially in accordance with this Agreement.

If Create Links breaches this warranty, it shall, at its own expense and within a reasonable time, re-perform the affected Services where reasonably practicable.

Where re-performance is not reasonably practicable, Create Links may, at its sole discretion, provide an appropriate service credit or refund relating only to the affected Services.

The remedies set out in this Clause constitute the Client's sole and exclusive remedy for any breach of this warranty.

76. Client Warranties

The Client warrants that:

a. it owns or has sufficient rights to all Client Content;

b. all information and instructions supplied are accurate, complete and lawful;

c. its use of the Services complies with applicable law;

d. it has obtained all permissions necessary to allow Create Links and any assigned Link to access Client systems and information; and

e. it shall not knowingly require Create Links or any Link to perform unlawful, misleading or infringing activities.

77. Disclaimer of Warranties

Except as expressly stated in this Agreement and to the fullest extent permitted by law:

a. the Services and Platform are provided on an "as available" basis;

b. Create Links does not warrant uninterrupted or error-free operation of the Platform;

c. Create Links does not guarantee that the Services will achieve any particular commercial, financial, operational or business outcome;

d. Work Product may require reasonable review and approval by the Client before implementation; and

e. all warranties, conditions and representations implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.

Nothing in this Agreement excludes any warranty which cannot lawfully be excluded.

78. Excluded Losses

To the fullest extent permitted by law, neither party shall be liable to the other for any:

a. indirect or consequential loss;

b. loss of profits;

c. loss of revenue;

d. loss of anticipated savings;

e. loss of contracts;

f. loss of business opportunities;

g. loss of goodwill or reputation;

h. loss or corruption of data (except where directly caused by that party's breach of the Data Processing Agreement); or

i. punitive or exemplary damages.

These exclusions apply whether the claim arises in contract, tort (including negligence), breach of statutory duty or otherwise.

79. Limitation of Liability

Subject to Clause 80, the total aggregate liability of Create Links arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Subscription Fees actually paid by the Client to Create Links under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

Where the Agreement has been in force for less than twelve (12) months, the liability cap shall be the total Subscription Fees actually paid by the Client during the Term.

This limitation applies to all claims in aggregate, including claims for breach of contract, negligence, indemnity and any other cause of action, except where liability cannot lawfully be limited.

80. Unlimited Liability

Nothing in this Agreement limits or excludes liability for:

a. death or personal injury caused by negligence;

b. fraud or fraudulent misrepresentation;

c. wilful misconduct;

d. any liability that cannot lawfully be excluded or limited under applicable law; or

e. the Client's obligation to pay Subscription Fees and any other sums properly due under this Agreement.

81. Intellectual Property Indemnity

Subject to Clauses 79 and 83, Create Links shall indemnify the Client against any final court judgment or settlement approved by Create Links arising directly from a third-party claim that Work Product created exclusively by Create Links under this Agreement infringe that third party's Intellectual Property Rights.

This indemnity shall not apply where the claim results from:

a. Client Content;

b. instructions or specifications provided by the Client;

c. modifications made by anyone other than Create Links;

d. use of the Work Product outside their intended purpose;

e. combinations with products, software or services not supplied by Create Links; or

f. materials selected or supplied by the Client.

Where such a claim arises, Create Links may, at its option:

i. obtain the necessary rights for continued use;

ii. modify the Work Product to become non-infringing;

iii. replace the Work Product with substantially equivalent Work Product; or

iv. terminate the affected Services and refund any prepaid Subscription Fees relating solely to the affected Work Product.

82. Client Indemnity

The Client shall indemnify and keep indemnified Create Links, its directors, officers, employees, Links and contractors against all losses, liabilities, damages, costs and expenses arising from:

a. Client Content;

b. infringement of Intellectual Property Rights resulting from Client Content;

c. unlawful, inaccurate or misleading instructions provided by the Client;

d. misuse of the Services;

e. breach of this Agreement by the Client; or

f. breach of applicable law by the Client.

The Client's liability under this Clause shall be subject to the limitation of liability set out in Clause 79 except where such limitation is prohibited by law.

83. Claims Procedure

A party seeking to rely upon an indemnity under this Agreement shall:

a. notify the other party promptly after becoming aware of the relevant claim;

b. provide reasonable assistance in defending the claim;

c. allow the indemnifying party to control the defence and settlement of the claim, provided that no settlement admitting liability on behalf of the indemnified party shall be entered into without that party's prior written consent, not to be unreasonably withheld or delayed.

Failure to provide prompt notice shall not invalidate the indemnity unless the delay materially prejudices the defence of the claim.

84. Duty to Mitigate

Each party shall use reasonable endeavours to mitigate any loss arising from any breach of this Agreement.

Neither party shall recover damages to the extent that those losses could reasonably have been avoided.

85. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement where such delay or failure results from events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, governmental action, utility failures, internet outages, cyber-attacks, failures of third-party service providers or any other event beyond the reasonable control of the affected party.

The affected party shall:

a. notify the other party as soon as reasonably practicable;

b. use reasonable endeavours to minimise the impact of the event; and

c. resume performance as soon as reasonably practicable.

Where a Force Majeure Event materially prevents performance of the Services for a prolonged period, either party may exercise any cancellation or termination rights otherwise available to it under this Agreement.

PART 9 – SUSPENSION AND TERMINATION

86. Cancellation by the Client

The Client may cancel its Subscription by providing notice through the Platform or by any other method approved by Create Links.

Unless expressly agreed otherwise:

a. cancellation shall take effect at the end of the current Subscription Term;

b. Subscription Fees already paid are non-refundable;

c. the Client shall remain liable for all outstanding Fees incurred before termination; and

d. unused Subscription hours expire on termination and have no cash value.

Termination does not affect any accrued rights or liabilities existing before the effective termination date.

87. Suspension of Services

Create Links may suspend all or part of the Services immediately where it reasonably considers suspension necessary, including where:

a. payment is overdue;

b. the Client materially breaches this Agreement;

c. continued performance would expose Create Links, a Link or another client to legal, regulatory or security risk;

d. the Client provides unlawful or inappropriate instructions;

e. the Client interferes with the proper delivery of the Services;

f. emergency maintenance or security measures are required; or

g. suspension is reasonably necessary to protect the Platform, the Services, Links or Create Links' business.

Create Links shall use reasonable endeavours to restore the Services as soon as reasonably practicable once the reason for suspension has been resolved.

Suspension under this Clause shall not constitute a breach of this Agreement.

88. Immediate Termination by Create Links

Create Links may terminate this Agreement immediately by written notice where the Client:

a. commits a material breach of this Agreement which is incapable of remedy;

b. commits a material breach capable of remedy and fails to remedy that breach within fourteen (14) days after receiving written notice;

c. fails to pay any undisputed amount due within fourteen (14) days after written reminder;

d. deliberately circumvents or attempts to circumvent Create Links by directly engaging, employing or contracting with a Link in breach of this Agreement;

e. commits fraud, dishonesty or unlawful conduct;

f. abuses, threatens, harasses or behaves unreasonably towards any Link, employee or representative of Create Links;

g. repeatedly commits breaches of this Agreement;

h. provides instructions requiring unlawful, unethical or regulatory non-compliant activity;

i. becomes insolvent, enters administration, liquidation, receivership or makes any arrangement with creditors; or

j. creates, in the reasonable opinion of Create Links, a material legal, regulatory, security, reputational or operational risk to Create Links, the Platform, any Link or another Client.

89. Termination by Either Party

Either party may terminate this Agreement immediately by written notice where:

a. the other party ceases trading;

b. the other party becomes subject to an insolvency event;

c. continued performance becomes unlawful; or

d. continued performance is materially prevented by circumstances beyond the reasonable control of the parties for a prolonged period.

90. Effect of Cancellation or Termination

Where the Client cancels its Subscription in accordance with this Agreement, the cancellation shall take effect at the end of the Client’s current paid Subscription Period.

Until the end of that Subscription Period, the Client shall, subject to this Agreement:

a. retain access to the Platform;

b. remain entitled to use any remaining service hours included within its current Subscription Period;

c. continue to receive the Services from its allocated Link(s), subject to availability and the terms of this Agreement; and

d. retain access to the features and Services included within its Subscription tier.

At the end of the Client’s current paid Subscription Period:

i. the Client’s right to access the Platform and Subscription Services shall cease, except where limited access is made available for the retrieval of information;

ii. any unused service hours shall expire and shall have no cash or refund value;

iii. Create Links may cease allocating Links to the Client;

iv. Links shall cease providing Services to the Client;

v. all outstanding Fees and charges properly due under this Agreement shall remain payable; and

vi. each party shall continue to comply with any obligations intended to survive termination, including those relating to Confidential Information, Personal Data and Intellectual Property Rights.

Where Create Links terminates or suspends the Agreement with immediate effect under this Agreement due to the Client’s material breach, non-payment, unlawful conduct, security risk, circumvention or other grounds permitting immediate termination or suspension, Create Links may immediately suspend or withdraw access to the Platform and Services and require Links to cease providing Services, notwithstanding any remaining period in the Client’s current Subscription Period.

Termination or cancellation shall not affect any rights, remedies, obligations or liabilities accrued before the effective date of termination.

91. Outstanding Payments

Termination shall not affect the Client's obligation to pay:

a. Subscription Fees accrued before termination;

b. Fees relating to approved additional Services;

c. any interest or recovery costs payable under this Agreement.

92. Return or Deletion of Information

Upon termination, each party shall, upon reasonable request, return or securely delete the other party's Confidential Information in its possession, subject to the Data Processing Agreement where applicable, except where retention is:

a. required by law;

b. permitted under the Data Processing Agreement;

c. required for backup, audit or legal purposes; or

d. necessary for the establishment, exercise or defence of legal claims.

93. Survival

Termination or expiry shall not affect any provision of this Agreement which by its nature is intended to survive termination, including without limitation those relating to:

a. payment obligations;

b. intellectual property;

c. confidentiality;

d. data protection;

e. limitations of liability;

f. indemnities;

g. non-solicitation and non-circumvention;

h. dispute resolution; and

i. governing law and jurisdiction.

PART 10 – GENERAL LEGAL PROVISIONS

94. Notices

Any notice given under this Agreement shall be in writing and shall be delivered:

a. by email to the most recent email address notified by the receiving party;

b. through the Platform where Create Links has implemented a notice function; or

c. by any other method expressly agreed in writing between the parties.

A notice shall be deemed received:

i. if sent by email, at the time of transmission unless the sender receives an automated delivery failure notification;

ii. if delivered through the Platform, when made available to the receiving party; or

iii. where delivery occurs outside normal Business Hours, at 9:00 a.m. on the next Business Day.

Either party may change its contact details by notifying the other in accordance with this Clause.

95. Assignment

The Client may not assign, transfer, novate, subcontract or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of Create Links.

Create Links may assign, transfer, novate or subcontract any of its rights or obligations under this Agreement, provided that doing so does not materially reduce the overall standard of the Services.

The Client acknowledges that Create Links may use Links, contractors, technology providers and other third-party service providers in delivering the Services.

96. Variations

Create Links may amend these Subscription Terms from time to time where reasonably necessary to:

a. reflect changes in applicable law;

b. reflect changes to the Services or Platform;

c. improve clarity;

d. address security or operational requirements; or

e. protect the legitimate business interests of Create Links.

Where a change materially and adversely affects the Client's rights or obligations, Create Links shall provide reasonable advance notice and, unless the change is required sooner by applicable law, regulation or security requirements, the change shall take effect no earlier than the beginning of the next Subscription Period following that notice.

Continued use of the Services from the effective date of the amendment shall constitute acceptance of the revised Subscription Terms.

97. Waiver

No delay or failure by either party to exercise any right or remedy under this Agreement shall constitute a waiver of that right or remedy.

Any waiver shall only be effective if made expressly in writing.

A waiver relating to one breach shall not constitute a waiver of any subsequent breach.

98. Severability

If any provision of this Agreement is held by a court or competent authority to be invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it enforceable.

If such modification is not possible, the relevant provision shall be deemed severed.

The validity and enforceability of the remaining provisions shall not be affected.

99. Entire Agreement

This Agreement, together with any documents expressly incorporated by reference, constitutes the entire agreement between the parties relating to its subject matter.

It supersedes all prior negotiations, discussions, representations, understandings and agreements, whether written or oral.

Each party acknowledges that it has not relied upon any representation not expressly set out in this Agreement, except that nothing in this Clause excludes liability for fraudulent misrepresentation.

100. Third Party Rights

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

This Clause does not affect any right or remedy of a third party which exists independently of that Act.

101. Electronic Communications

The parties agree that communications, approvals, instructions, notices and other records exchanged electronically satisfy any requirement for communication in writing.

Electronic records maintained by Create Links may be relied upon as evidence of communications, bookings, approvals, hours used and other activities relating to the Services unless proven to be manifestly inaccurate.

102. Dispute Resolution

The parties shall use reasonable endeavours to resolve any dispute arising out of or in connection with this Agreement through good faith discussions before commencing formal legal proceedings.

103. Governing Law

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

104. Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to determine any dispute or claim arising out of or in connection with this Agreement, including any non-contractual disputes or claims.