Terms & Conditions updated: Thursday 10 June 2025
1. APPOINTMENT OF SHIMMR
1.1 The Agreement is a framework agreement under which the Client may request Shimmr AI Ltd (“Shimmr”) to provide Advertising Services to the Client in the Territory.
1.2 Shimmr and the Client may from time execute an Order Form for a Campaign or additional Campaigns. which shall then become part of this Agreement incorporating these Conditions.
1.3 The Advertising Services provided under this Agreement are intended for business use only. The Client confirms it is entering this Agreement as a business and not as a consumer.
2. INTERPRETATION
2.1 The following definitions and rules of interpretation apply in these Conditions:
2.2 In the Agreement: (a) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted from time to time and includes any subordinate legislation made thereunder; (b) a reference to writing or written includes email; and (c) in case of inconsistency, the documents constituting the Agreement shall prevail in the following order: (i) the Order Form(s); (ii) these Conditions.
2.3 Any descriptive matter or advertising issued by Shimmr, illustrations or descriptions of the Advertising Services contained in Shimmr’s brochures or on the Shimmr website are issued or published for the sole purpose of giving an approximate idea of the Advertising Services described in them. They shall not form part of the Agreement or have any contractual force.
2.4 These Conditions apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. SHIMMR’S RESPONSIBILITIES
3.1 Shimmr shall start to run the Campaign from the Services Start Date.
3.2 Shimmr reserves the right to amend the Campaign if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Advertising Services. Shimmr shall notify the Client in any such event.
3.3 Shimmr shall use its best endeavours to comply with relevant applicable laws in the relevant Territory from time to time in force as soon as reasonably practicable taking into consideration the current evolving nature of artificial intelligence regulation.
3.4 Shimmr shall make available to the Client access to Shimmr’s user platform via Shimmr’s website which will set out the progress of the Campaign(s).
Shimmr will adhere to Client's Brand Guidelines in all publicity material on the Shimmr website and / or Deliverables.
3.5 Shimmr will remain transparent about which artificial intelligence models and platforms underlie its Advertising Services. Clients will be kept informed of the AI models being utilized via the Shimmr platform, FAQs or other updates from Shimmr.
3.6 Shimmr will make Clients fully aware when new digital advertising channels or platforms are launched as part of the Advertising Services. Clients will be alerted to such new channels and kept up to date via the Shimmr platform, FAQs or other notifications from Shimmr.
4. CAMPAIGNS
4.1 Once the Client has signed an Order Form for a Campaign and provided the EPUB(s), Shimmr will trigger the creation of the Deliverable(s) on the Service Start Date. Subsequently, the Deliverables will be continuously optimised and served to the relevant audience in the Territory.
4.2 The Charges shall include media buying services which may be enhanced upon payment of additional fees agreed between the parties from time to time.
4.3 Shimmr will collect, store and allow Client to access commercial information including but not limited to sales data in relation to each Title by media channel to optimise the Advertising Services.
5. CLIENT RESPONSIBILITIES
5.1 The Client shall provide Shimmr with such information and Materials as Shimmr may require to provide the Advertising Services including but not limited to the EPUBs of the Titles and be responsible for the accuracy and completeness of the Materials.
5.2 The Client shall co-operate in a timely manner with Shimmr in all matters relating to the Advertising Services as Shimmr may reasonably require from time to time.
5.3 The Client shall comply with all applicable laws, including (without limitation) laws relating to copyright, trademarks or any other intellectual property right in any jurisdiction.
6. CHARGES AND PAYMENT
6.1 The Client shall complete the Order Form and submit payment for the first month’s Charges via the Shimmr platform. This initial payment will trigger the Services Start Date. The Term of the Agreement begins on the Services Start Date and includes an Initial Term of three (3) months, followed by automatic monthly Renewal Terms unless terminated in accordance with Clause 10.
6.1A Shimmr’s pricing is structured into two components:
(a) an Access Tier, which determines the number of title “slots” the Client may actively run campaigns for during the Term; and
(b) a Media Tier, which must be selected for each active title and determines the level of media budget and campaign support provided.
Each active title must have a selected Media Tier for a minimum of one (1) month from activation.
6.1B The Client may upgrade or downgrade its Access Tier or any individual title’s Media Tier with at least five (5) business days’ written notice prior to the next monthly renewal date. All such changes will take effect at the start of the next Renewal Term. No prorated refunds or credits will be issued for changes made mid-month.
6.2 The Client agrees to a minimum commitment of three (3) months (the “Initial Term”) from the Services Start Date. The first month’s payment shall be triggered via the Order Form using the payment method provided at the time of signing. The second and third monthly payments (completing the Initial Term), as well as any ongoing monthly payments during Renewal Terms, will be automatically charged to the same payment method on a monthly basis unless updated by the Client. Monthly billing will occur on the same calendar day each month unless otherwise specified in the Order Form.
6.3 The Charges shall be payable via the Shimmr website via Shimmr’s payment services provider; or if the former is impracticable for any reason, by BACS transfer using the account details set out in the relevant invoice (available only for annual pre-paid subscriptions).
6.4 Clients purchase title "slots" in each Campaign via the Order Form. Specific Title names are not required at the time of signing. All Titles must be submitted to Shimmr using the secure Shimmr set-up form, regardless of whether submission occurs before or after Order Form execution. Titles may be swapped or replaced at any time, provided they have been active on Shimmr for at least one (1) month and with a minimum of five (5) business days’ notice before the next renewal date. Title swaps do not affect Access Tier or Media Tier charges.
6.5 All amounts payable by the Client under the Agreement are exclusive of value added tax (VAT), sales tax, or any similar local tax which, where applicable, shall be added to Shimmr's invoice(s) at the appropriate rate and paid by the Client.
6.6 The Charges do not cover any services other than the Advertising Services described in the Order Form. If additional services are requested, such services and associated fees will be agreed in writing between the parties.
6.7 Shimmr reserves the right to increase Charges, effective after the conclusion of the Initial Term or any subsequent Renewal Term. Updated Charges shall be published on Shimmr's website and communicated to the Client at least 30 days prior to the effective date of the change.
6.8 The Client shall pay all amounts due under the Agreement in full without any deduction or withholding and the Client shall not be entitled to assert any credit, set off or counterclaim against Shimmr in order to justify withholding payment of any such amount in whole or in part.
6.9 Without limiting any other right or remedy of Shimmr, if the Client fails to make any payment due to Shimmr under the Agreement by the due date for payment, Shimmr shall have the right to charge interest on the overdue amount at the rate of 4% a year above the then current Bank of England's base rate accruing on a daily basis from the due date for payment until the date of actual payment of the overdue amount, whether before or after judgment and compounding quarterly, but at 4% a year for any period when that base rate is below 0%; and suspend the provision of the Advertising Services upon 14 days’ written notice to the Client. Shimmr shall notify Client of any suspension in advance and will make commercially reasonable efforts to reinstate Services promptly upon receipt of payment.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 Shimmr acknowledges and agrees that Client and/or its licensors own all Intellectual Property Rights in the Materials.
7.2 Client hereby warrants that it has and undertakes that it shall continue to have during the Term the requisite rights and licenses to permit Shimmr’s use of the Materials to produce the Deliverables and provide the Advertising Services in accordance with this Agreement.
7.3 The Client grants to Shimmr a non-exclusive, worldwide, non-assignable, royalty-free license to use the Materials for the sole purpose of performing its obligations under the Agreement. Client agrees that Shimmr may sub-license the Intellectual Property Rights in the Materials to the extent necessary to provide the Advertising Services, provided that any such sub-license or subcontract is subject to obligations of data protection, confidentiality, and limited use at least as protective as those set forth herein.
7.4 Shimmr represents and warrants that all marketing assets, images, copy and other content created by Shimmr in the course of providing the Advertising Services (the "Generated Content") is crafted using artificial intelligence models with the Client's EPUB as context. The Generated Content is an original work created entirely by Shimmr's technology, which is a mix of AI models and other software engineering. Shimmr does not source, copy, reproduce or extract any portion of the Generated Content from any third-party copyrighted works.
7.5 Shimmr grants to the Client a non-exclusive, worldwide, non-assignable, non-sub-licensable, royalty-free license to use the Deliverables for any purpose and in any media during the Term. This includes but is not limited to use in marketing, advertising, sales, and promotional activities across digital, print, broadcast, and other channels. The license shall immediately terminate upon the expiration or termination of the Agreement. Following termination, Client agrees to cease use of all Deliverables in any form. If the Client wishes to continue using Deliverables post-Term, a separate content licensing agreement must be negotiated.
7.6 Each party acknowledges and agrees that nothing in the Agreement will serve to transfer ownership of any Intellectual Property Rights from one party to the other. This clause 7.6 shall survive termination of the Agreement.
7.7 The Client shall ensure that the Materials do not infringe any applicable laws, regulations or third-party rights, and are not obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing or blasphemous (Inappropriate Content).
7.8 Shimmr reserves the right to reject Materials where it reasonably suspects it is Inappropriate Content.
8. DATA PROTECTION
8.1 Each party shall comply with all applicable data protection laws. Shimmr’s Privacy and Cookies Policy is available here: https://shimmr.ai/privacy-cookies. With regard to business contact data, each party is a data controller on its own behalf. With regard to Title authors’ names cited in Deliverables, the Shimmr Privacy and Cookies Policy will apply.
8.2 Shimmr's advertising utilizes large language models (LLMs) provided by third-party AI platforms like OpenAI. Per Shimmr's terms with its AI providers, any Materials or ePUB content provided by Client is used solely for the benefit of creating and promoting ads for Client's titles. This Client data does not become part of the training sets or training data for the LLMs utilized by Shimmr. The EPUB content and other Client Materials are used only to generate the AI-Generated Content for Client's Campaigns. For avoidance of doubt, Shimmr shall not (and Shimmr has no right to) use or authorize use of any Materials (or any content, information, or data based on or derived from any Materials) for purposes of text and data mining and/or developing, training, tuning, or operating machine learning or artificial intelligence models or algorithms or to derive or create any content, information or data.
8.3 Shimmr's services all run within the AWS Cloud. All Shimmr services use encryption of data both in transit and at rest. Shimmr stores all data, including the Materials provided by Client and the AI-Generated Content, in an encrypted format.
9. LIMITATION OF LIABILITY
9.1 Shimmr shall have no liability for any damage or delays caused by any Materials provided to Shimmr by the Client or for any Advertising Services provided at the Client’s direction. If Shimmr's performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation, Shimmr shall be relieved from the performance of any of its obligations to the extent it is thereby prevented or delayed in its performance of such obligations and shall not be liable for any costs or losses thereby sustained or incurred by the Client.
9.2 Except as expressly provided in the Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.
9.3 To the fullest extent permitted by applicable law, Shimmr and its licensors shall not be liable to the Client for any consequential, incidental, indirect, special, or punitive damages, or for any loss of profits, revenue, business, or anticipated savings, whether arising in contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages. Nothing in this clause shall limit rights that cannot be excluded under applicable consumer protection laws. In jurisdictions where certain warranties or liabilities cannot be excluded or limited, such warranties or liabilities shall apply only to the minimum extent required by law.
9.4 Subject to clause 9.5, each party’s total aggregate liability shall be limited to the Charges paid by the Client to Shimmr under the applicable Order Form.
9.5 Nothing in the Agreement limits or excludes either party’s liability for death or personal injury caused by their own negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited under applicable law.
9.6 The Client shall defend, indemnify and hold harmless Shimmr against all liabilities arising out of or in connection with the Client’s breach of clauses 7.2 and 7.5.
9.7 Each party shall indemnify the other from third party claims caused by their breach of this Agreement or relevant applicable laws.
9.8 This clause 9 shall survive termination of the Agreement.
10. TERM AND TERMINATION
10.1 The Agreement shall commence on the Service Start Date and shall remain in effect for the Initial Term of three (3) months unless terminated earlier according to clauses 10.2 or 10.4. Following the Initial Term, the Agreement will automatically renew monthly (Renewal Term) unless terminated according to clauses 10.2 or 10.4.
10.2 Either party may terminate or modify the Agreement after the Initial Term by providing at least five (5) business days' written notice prior to the commencement of the next Renewal Term.
10.3 The termination of an Order Form under clause 10.2 shall not terminate any other Order Form unless mutually agreed upon by the parties.
10.4 A party may terminate the Agreement (and / or any Order Form) immediately at any time by written notice to the other if:
10.4.1 the other party commits a material breach of the Agreement (including but not limited to late or non-payment of Charges) and (if such breach is remediable) fails to remedy that breach within 14 days of being notified in writing; or
10.4.2 the other party has a receiver or administrator appointed over the whole or any substantial part of its business or assets, or if any order is made or a resolution is passed for its winding up (other than for the purpose of a genuine amalgamation or reconstruction of a solvent company); or other party suspends or ceases, or threatens to suspend or cease, to carry on its business or is unable to pay its debts as they fall due or admits inability to pay its debts; or any event occurs or proceeding is taken with respect to other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this clause 10.4.2.
10.5 On termination of the Agreement or any Order Form for any reason:
10.5.1 the Client shall immediately pay to Shimmr all of Shimmr's outstanding unpaid invoices under the Agreement and/or the applicable Order Form (and interest and, in respect of Advertising Services supplied but for which no invoice has been submitted, Shimmr shall submit an invoice, which shall be payable by the Client immediately on receipt);
10.5.2 Shimmr may destroy or otherwise dispose of any of the relevant Materials in its possession unless otherwise agreed between the parties in which case an appropriate fee may be charged by Shimmr to transfer Materials back to Client using agreed media, methods and if required encryption (or similar); and
10.5.3 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
11. CONFIDENTIALITY
The parties shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives concerning the other party’s business, products or services that have been disclosed to them, their employees, agents or subcontractors, or which they may obtained, that are labelled as confidential or that a reasonable businessperson would recognise to be confidential (“Confidential Information”). The parties shall restrict disclosure of such Confidential Information to such of their employees, agents or subcontractors as need to know it for the purpose of discharging their obligations under the Agreement, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the parties hereto and comply with them. This clause 11 shall survive termination of the Agreement.
12. FORCE MAJEURE
Shimmr shall not be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 4 weeks, either party may terminate the Agreement immediately by giving written notice to the other.
13. GENERAL
13.1 The Agreement constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Shimmr which is not set out in the Agreement. Nothing in this clause shall limit or exclude liability for fraud.
13.2 Each party may assign all or any of its rights or obligations under the Agreement, subject to their informing the other party of such assignment as soon as reasonably practicable. Save for the aforementioned, neither party may subcontract, charge, or deal in any other manner with this Agreement without the other party’s prior written consent which may not be unreasonably withheld.
13.3 All notices, documents, and other communications relating to the Agreement must be in writing and delivered by email. Notices to Shimmr must be sent to support@shimmr.ai. Notices to the Client must be sent to the email address specified in the Order Form. Any such notice shall be deemed to have been duly served at the time of transmission, unless a delivery failure notification is received.
13.4 No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.5 If any part of the Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were amended or deleted, the provision shall apply with the minimum modification or deletion necessary to make it legal, valid and enforceable.
13.6 Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute any party to the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
13.7 A person who is not a party to the Agreement shall not have any rights under or in connection with it.
13.8 Shimmr may amend these Conditions from time to time to reflect updates in legal requirements, business operations, or service offerings. Any such amendments will not apply to an active Order Form until the start of the next Renewal Term, and only after Shimmr has provided at least thirty (30) days’ written notice. Continued use of the Services beyond that notice period will constitute acceptance of the updated terms. Material changes will be highlighted at the time of notice.
13.9 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles. Each party agrees to submit to the exclusive jurisdiction of the courts of England, except that either party may bring injunctive or enforcement proceedings in any jurisdiction where the other party is located or holds assets.
13.10 Use of Client Logos. Client hereby grants Shimmr a limited, non-exclusive right to use Client's name, trademarks, service marks, and logos (collectively, the "Client Marks") solely for inclusion on Shimmr's website and in other Shimmr marketing materials for the purpose of displaying the Client Marks as a Shimmr client to advertise and promote Shimmr's services. Shimmr agrees to use the Client Marks solely in the form provided by Client. This limited right expires upon termination of the agreement between the parties. Client represents that it owns or has permission to use the Client Marks and has authority to grant this right to Shimmr. Shimmr grants the Client the right to withdraw the Client Marks for cause.
13.11 This Agreement may be executed electronically, and the parties agree that electronic signatures, acceptance via email, digital checkboxes, or other forms of electronic consent shall have the same legal effect as physical signatures. The Agreement and any Order Form may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.
