SERVICES PROVIDED

Thank you for using OnDigital QR Digital Business Cards | The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):

- Digital Business Card; - vCard; - QRCard; - Whatsapp Shop; - Search Engine Optimisation; - Search Engine Marketing; - Email Marketing; - Content Markeitng; - Social Media Markeitng;

The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

TERM OF AGREEMENT

The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.

In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 7 days' written notice to the other Party.

In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

This Agreement may be terminated at any time by mutual agreement of the Parties. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect

CURRENCY Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.

PAYMENT

The ONDIGITAL MARKETING LTD will charge the Client for the Services (the "Payment").

The ONDIGITAL MARKETING LTD will invoice the Client every month. Invoices submitted by ONDIGITAL MARKETING LTD to the Client are due upon receipt.

ONDIGITAL MARKETING LTD will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment. Limited to the responsibiltiys of ONDIGITAL MARKETING LTD

ONDIGITAL MARKETING LTD will be solely responsible for the payment of all remuneration and benefits due to the employees of ONDIGITAL MARKETING LTD, including any National Insurance, income tax and any other form of taxation or social security costs.

ONDIGITAL MARKETING LTD will be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.

CONFIDENTIALITY

Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

ONDIGITAL MARKETING LTD agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely.

All written and oral information and material disclosed or provided by the Client to ONDIGITAL MARKETING LTD under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to ONDIGITAL MARKETING LTD .

OWNERSHIP OF INTELLECTUAL PROPERTY All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of ONDIGITAL MARKETING LTD. The Client is granted a non-exclusive limited-use licence of this Intellectual Property. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with ONDIGITAL MARKETING LTD.

CAPACITY/INDEPENDENT CONTRACTOR In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

RIGHT OF SUBSTITUTION Except as otherwise provided in this Agreement, ONDIGITAL MARKETING LTD may, at ONDIGITAL MARKETING LTD's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of ONDIGITAL MARKETING LTD under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services. In the event that ONDIGITAL MARKETING LTD hires a sub-contractor: ONDIGITAL MARKETING LTD will pay the sub-contractor for its services and the Payment will remain payable by the Client to ONDIGITAL MARKETING LTD. for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of ONDIGITAL MARKETING LTD.

AUTONOMY Except as otherwise provided in this Agreement, ONDIGITAL MARKETING LTD will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. ONDIGITAL MARKETING LTD will work autonomously and not at the direction of the Client. However, ONDIGITAL MARKETING LTD will be responsive to the reasonable needs and concerns of the Client.

INDEMNIFICATION Each Party agrees to indemnify and hold harmless ONDIGITAL MARKETING LTD, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

MODIFICATION OF AGREEMENT Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

TIME OF THE ESSENCE Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT ONDIGITAL MARKETING LTD will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include but is not limited to the feminine and vice versa.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of England.

SEVERABILITY

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.