LEGAL

Schedule D - Termination of all services

Schedule D is the agreement of that all ongoing services, software licenses and/or agency tools and apps will be completely terminated.

The specifics of the post project (or ongoing agreement) for services and or agency tool use will have been specified in Schedule C. The legal outline or meaning for the termination is shown here. Any applicable additional/specific details regarding the termination will be specified in the signed document or in the Schedule C signed document.

Version summary:

Version date: 02/06/2025
Changes: None

1.1. By this Agreement the Parties terminate and cancel the Contract effective thirty (30) days from the date of execution of this Agreement (the "Effective Date"), provided that proper notice has been given in accordance with Section 2 below.
1.2. From the Effective Date, neither Party shall have any further obligations under the Contract, except for obligations surviving the termination as outlined in Section 3 below.
1.3. This termination applies to all service arrangements under the Contract, including but not limited to fixed-term services, monthly recurring services, and annual recurring services.
1.4. Any specific arrangements created with the signed Termination D document override any other documents incorporated by reference.

2.1. Either Party may initiate termination of the Contract by providing thirty (30) days written notice to the other Party.
2.2. Notice of termination shall be deemed effective when hand-delivered, delivered by recorded delivery, or sent by electronic mail with delivery confirmation to the addresses specified in the Contract or as subsequently designated in writing.
2.3. Time is of the essence regarding all notice requirements under this Agreement.

3.1. Notwithstanding the termination of the Contract, the following provisions shall survive termination:
(a) Confidentiality obligations as set forth in Section 6 below;
(b) Data privacy obligations as set forth in Section 5 below;
(c) Software license cancellation provisions as set forth in Section 4 below;
(d) Release and indemnification provisions as set forth in Section 7 below;
(e) Governing law and dispute resolution provisions;
(f) Any payment obligations accrued prior to the Effective Date.

4.1. Upon the Effective Date, all discounted software licenses provided by Digiful to Client under the Contract shall be automatically cancelled and terminated.
4.2. Client acknowledges and agrees that Client shall have full responsibility for:
(a) Securing alternative software licensing arrangements directly with relevant software vendors;
(b) Ensuring continuity of software access for Client's business operations;
(c) Negotiating new license terms and pricing without Digiful's involvement or assistance.
4.3. Digiful shall provide reasonable cooperation during the notice period to facilitate Client's transition to alternative software arrangements, but shall bear no responsibility for any interruption in software access or increased licensing costs.
4.4. Client waives any claim for damages, losses, or additional costs arising from the cancellation of discounted software licenses upon termination.

5.1. Upon termination of the Contract, Client shall have full responsibility for the export and preservation of all data, analytics, reports, and digital assets created or maintained under the Contract.
5.2. Digiful shall provide Client with reasonable access to export such data during the thirty (30) day notice period, after which Digiful may delete or archive such data in accordance with standard data retention policies.
5.3. Each Party shall comply with all obligations under applicable data protection laws, including the UK General Data Protection Regulation and Data Protection Act 2018, in respect of any personal data processed under the Contract.
5.4. Client acknowledges that failure to export data during the notice period may result in permanent loss of access to such data.

6.1. The Parties acknowledge and agree that all parties to this Agreement will keep completely confidential the terms and conditions of this Agreement, the Contract, and any financial, operational, or confidential information of any kind not already public.
6.2. This confidentiality obligation shall survive termination of this Agreement indefinitely.

7.1. Each Party releases and forever discharges the other Party, as well as its affiliates, officers, directors, agents, employees, and shareholders, from any and all claims, causes of action, demands, and liabilities of whatever nature which either Party had in the past, has now, or may have in the future arising from or related to the Contract.
7.2. The Parties release and indemnify each other from any and all claims, causes of action, demands, and liabilities which may arise from either Party's obligation to third parties under the Contract.
7.3. Client specifically releases Digiful from any claims related to software license cancellation, data export responsibilities, or transition costs arising from termination.

8.1. All fees, charges, and expenses accrued under the Contract through the Effective Date shall remain due and payable according to the original Contract terms.
8.2. The Parties acknowledge that the consideration provided and received by each other is fair, just, and reasonable, and that no further consideration, compensation, or obligation will be due, payable, or owing with regard to the Contract as of the Effective Date.

9.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
9.2. The Parties submit to the exclusive jurisdiction of the courts of England and Wales for the enforcement of this Agreement or any disputes arising from this Agreement.

10.1. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be binding and considered original signatures.
10.2. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect.
10.3. This Agreement contains the entire Agreement between the Parties concerning the termination of the Contract and supersedes all prior negotiations, understandings, and agreements relating to such termination.
10.4. Headings are inserted for convenience only and shall not be considered when interpreting this Agreement.
10.5. This Agreement shall be binding upon the Parties and their respective successors, assigns, executors, administrators, and representatives.

11.1. The termination agreement remains fully operative and enforceable in the event of client business dissolution, whether voluntary or compulsory. Under UK insolvency law principles, contractual termination provisions survive corporate dissolution proceedings unless expressly invalidated by court order.
11.2. Key Operational Requirements: Continuation of Termination Obligations. All notice periods, data export requirements, and software license cancellation procedures outlined in Sections 2, 4, and 5 remain binding throughout dissolution proceedings.
11.3. Key Operational Requirements: Priority of Outstanding Payment. Any unpaid fees for services rendered prior to dissolution retain preferential status under the UK Insolvency Act 1986, requiring settlement before distribution of remaining client assets.
11.4. Key Operational Requirements: Data Handling in Insolvency. Client administrators must coordinate data exports within the standard 30-day notice period, with Digiful obligated to maintain data accessibility until the earlier of:
(a) Completion of insolvency proceedings;
(b) Three (3) months from dissolution declaration;
(c) Whichever occurs first.

12.1. New Owner Assumption Requirements
(a) Automatic Assignment Prohibition: This Agreement expressly prohibits Assignment of contractual rights to new owners without Digiful's prior written consent.
(b) Successor Liability Notice Period: Upon verified change of ownership, Digiful reserves the right to:
(i) Continue services under existing terms for 60 days post-acquisition;
(ii) Require execution of new service Agreements within this period;
(iii) Terminate without cause if successor entity declines updated terms.
12.2 Accelerated Termination Rights
(a) Unilateral Termination Trigger: Digiful may invoke immediate termination with 30 days' notice if:
(i) New ownership structure materially alters client risk profile;
(ii) Successor entity fails creditworthiness checks or does not fulfil any payment responsibilities;
(iii) Acquisition results in direct competitor ownership or any Digiful defined conflict of interest.
(b) Surviving Payment Obligations
Acquiring entities assume full liability for all outstanding invoices and termination fees, with joint liability extending to previous owners for debts accrued pre-acquisition.

13.1. Mandatory Transition Protocols: Service Continuity Requirements.
New owners must maintain existing service levels during ownership transitions, including:
(a) Minimum 90-day continuity period for critical marketing operations;
(b) Immediate notification of ownership changes affecting service delivery;
(c) Preservation of all data access permissions.

14.1. Acquisition Surcharge Structure: Digiful may impose transitional service fees up to 15% of standard rates during ownership transfers to cover:
(a) Enhanced security monitoring;
(b) Contractual compliance reviews;
(c) Successor entity onboarding costs.
14.2. Third-Party License Transfer Fees: New owners inheriting partially utilized software licenses become liable for:
(a) Prorated license transfer fees;
(b) Vendor reassignment charges;
(c) Historical usage reconciliation costs.

15.1. Expedited Arbitration Process: Ownership-related disputes require resolution through:
(a) Mandatory mediation within 14 days of dispute notification;
(b) Binding arbitration under LCIA Rules if unresolved;
(c) Limited discovery procedures capped at 45 days.
15.2. Cost Allocation Matrix. Acquiring entities bear 75% of dispute resolution costs unless arbitration awards specifically allocate otherwise.

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