1. UK TERMS AND CONDITIONS OF BUSINESS
1.1. These Terms and Conditions of Business together with the order form, which will set out the work and services for the specific project (the “Order Form”) and other terms for the provision of services (the “Services”) to be performed by Purple Goat will form a binding contract between the Client named on the Order Form (“Client”) and Purple Goat Solutions Ltd, company number 12591470 and registered address of 30 City Road, London, EC1Y 2AB (“Purple Goat”) which shall constitute the entire agreement between Client and Purple Goat and apply to any Services requested and/or performed by Purple Goat and all terms agreed upon in connection therewith between Client and Purple Goat (the “Agreement”).
1.2. These Terms and Conditions apply to the exclusion of all other terms or conditions of contract Client may propose and shall not be varied unless agreed in writing and signed by Purple Goat. For the avoidance of doubt the terms of the Order Form shall supersede any conflicting provision in these Terms and Conditions.
2. ORDER FORM
2.1. Each Order Form shall come into force on the date specified in the Order Form when executed by both Parties. All previous written or oral undertakings and promises relating to the Services shall be superseded by the content in the Order Form. Each Order Form shall continue, unless terminated earlier in accordance with these Terms and Conditions or by law, until the expiration of the Term of Campaign set out in the Order Form.
2.2. The Agreement is structured so that individual Order Forms may be entered into by the Parties. All Order Forms are governed by and shall be subject to the terms of the Agreement, except for any Additional Terms or Special Conditions set out on the Order Form, which shall take precedence.
2.3. The termination or expiration of any Order Form shall not affect the Agreement or any other Order Form. On the termination or expiration of the Agreement in accordance with Section 9, all Order Forms shall also automatically terminate upon the effective date of termination of the Agreement.
3.1. In consideration of the payment by Client to Purple Goat of the Fees as set out in the Order Form, Purple Goat agrees during the Term of Campaign to perform the Services described in the Order Form in accordance with and subject to these Terms and Conditions.
4.1. Client will co-operate with Purple Goat and, where necessary, provide as set out on an applicable Order Form, such materials listed in the Order Form (“Client Materials”), for Purple Goat to incorporate as required into the Services or carry out its obligations.
5. FEES; CHANGE CONTROL
5.1. Client shall pay Purple Goat the Fees without deduction or set-off (with VAT) within ten (10) days of signature of the Order Form, or otherwise in accordance with the payment terms set out in the Order Form.
5.2. Purple Goat shall be entitled to charge interest on any overdue payment at the rate of the maximum amount permitted under applicable law.
5.3. Purple Goat may charge additional Fees in accordance with its standard rates in the event of:
5.3.1. delays or additional Services caused or required by Client, including its failure to properly or timely provide Purple Goat with such information, Client Materials, instructions, media or approvals as are reasonably required for the supply of the Services;
5.3.2. changes to the cost of Services and other circumstances outside of Purple Goat’s reasonable control;
5.3.3. Client requiring the supply of goods and services in addition to those described in the Order Form or any variations to the Services; or
5.3.4. agreed third party expenses.
5.4. In the event that Client requires any change or alteration to the Services (“Change(s)”), Purple Goat and Client shall, prior to implementing such Change, agree upon:
5.4.1. the nature of the Change;
5.4.2. the procedures for implementation of such Change; and
5.4.3. the variation to the Fees.
5.5. Until any such Change is agreed in writing by the Parties, Purple Goat will continue to perform and be paid for the Services as if the Change had not been proposed, unless otherwise presented in an Order Form requested by Client and approved in writing by Purple Goat.
5.6. All and any Changes to the Services shall be reflected and accompanied by appropriate amendments to the Order Form and Fees.
6. RELATIONSHIP OF PARTIES & RIGHTS
6.1. The Parties understand that Purple Goat is an independent contractor with respect to Client, and the Agreement creates no agency, partnership or joint venture relationship between the Parties. Neither Party shall have express or implied authority to act, or make any representations whatsoever, on behalf of the other. Client understands that Purple Goat has other clients and that Purple Goat may offer the same or similar Services or any other services to any third party.
7.1. The Parties may disclose to each other and their designated agents, confidential and proprietary information and trade secrets, including without limitation, software and hardware designs and specifications, equipment, software (including not by way of limitation source and binary code), plans, drawings, data, prototypes, discoveries, know-how, research, developments, processes, procedures, intellectual property and information relating to customers, marketing plans and future products, business data, internal organizational structure, methods of operations, business processes, forecasts, and financial information and such other information disclosed pursuant to conditions of confidentiality, whether disclosed prior to, upon or after execution of the Agreement (“Proprietary Information”).
7.2. Each Party undertakes that it will keep confidential the terms of the Agreement and any Proprietary Information supplied by either Party in connection with the Agreement or in connection with the business of the other and in connection with the Services and shall only disclose such information or part thereof (except to its own employees and advisers and then only on a need to know basis) with the other Party’s prior written consent, provided however that this Section 7 shall not extend to information which has previously become or is generally known to the public, unless through a breach of this Agreement or a similar confidentiality agreement; was previously rightfully known by the receiving Party; has been or is hereafter rightfully received by the Receiving Party from a third person (other than the disclosing Party) without restriction or disclosure and without breach of a duty of confidentiality to the disclosing Party; or has been independently developed by the receiving Party.
8. INTELLECTUAL PROPERTY
8.1. All “IPR” defined as patents, rights to or unpatented inventions, patent applications, patents, design rights, copyrights (including related rights and future copyright), trademarks, service marks, trade names and domain names or rights, rights in designs, database rights, mask work rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property or proprietary rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world, in each case whether registered or unregistered, and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world of whatever nature in material devised, created or commissioned by Purple Goat, in supplying the Services under the Agreement (“Works”) will vest in and belong solely and exclusively to Purple Goat, unless otherwise agreed in writing on the Order Form and signed by both Parties.
8.2. Subject to payment of the Fees, Client shall have the rights to use the Works (“Licence Rights”) set out in the Order Form. Such License Rights shall apply only to those ideas, concepts, proposals and parts of the Works which Purple Goat is specifically requested to proceed with and not to any original ideas, concepts or proposals pitched or suggested to Client but not further explored by Purple Goat for Client hereunder, all of which shall be retained by Purple Goat. Where no such rights are specified, Client is granted a non-exclusive license to use the Works for the purpose expressly described in the Order Form. Further uses shall be subject to additional terms and Fees to be agreed in writing by the Parties.
8.3. Purple Goat shall grant to the Client (at the Client’s expense) such rights in any third party materials, including those of the relevant influencer, as Purple Goat is permitted by the relevant third party to grant to the Client.
8.4. Client grants Purple Goat a non-exclusive, royalty free, worldwide licence to use the Client Materials for all purposes relating to the Agreement and warrants that it is fully entitled to grant Purple Goat these rights and that the Client Materials are free of any infringing, or defamatory, obscene or other legally restricted material.
8.5. Subject to clause 8.2, the relevant influencer will retain all right in the content created by it in the provision of the Services, excluding any content or intellectual property provided by Purple Goat and/or the Client (“Influencer Contribution“).
8.6. Client agrees that the relevant influencer is only obliged to keep the Influencer Contribution or Deliverables on its personal social media channels or blog for 1 month following completion of the Services or otherwise for a period agreed between Purple Goat and Client as set out in the Order Form. Following this period, Influencer Contribution or Deliverables may be removed.
8.7. Purple Goat warrants that it will use reasonable efforts to ensure that the Works do not infringe the copyright of any third party.
9.1. The Agreement shall commence on the Commencement Date, and continue on a month-to-month basis, provided, that either party may terminate the Agreement after giving 30 days written notice and subject to this Section 9.
9.2. Either party shall be entitled to terminate the Agreement upon the other party’s material breach (including without limitation non-payment of any sum due) unless the breaching party remedies such breach within fourteen (14) days of its occurrence.
9.3. Neither party will be liable in any amount for failure to perform any obligation hereunder if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation Internet outages, communications outages, fire, flood, war, act of God.
9.4. Client may not cancel its order of the Services or otherwise terminate the Agreement at any time without payment of the Fees in full.
10.1. Subject to Clause 10.2 below, Purple Goat’s liability to Client for any loss or damage direct or otherwise and howsoever caused whether in tort, contract or otherwise shall not exceed the Fees invoiced by Purple Goat to Client for the Services.
10.2. Neither party shall be liable to the other party for any consequential loss or damage.
10.3. When instructions or advice are given or received orally by Purple Goat, it shall have no liability to Client for any misunderstanding or representation which may arise in relation thereto except in relation to fraudulent misrepresentations.
10.4. Purple Goat shall have no liability to Client in respect of the Client Materials, provided that Purple Goat adheres to any restrictions with the Client Materials as notified by Client to Purple Goat prior to the Term.
11.1. Client shall be responsible for and notify Purple Goat of all and any applicable rules, regulations, codes of practice and laws relating to its use and operation of the Services including without limitation any obligations under the Data Protection Act 1998; Regulation of Investigatory Powers Act 2000; Competition Act 1998; Disability Discrimination Act 1995 and equivalent legislation. Purple Goat shall not be liable to Client in relation to such legislation and gives no warranty, representation or undertaking in relation to it, except if agreed in writing.
11.2. Purple Goat gives no warranty, representation or undertaking in relation to any third party materials or Client Materials provided by Client and Client agrees that it is responsible for its selection and use of Services.
12.1. Except as specifically set forth herein, the Agreement may be amended or terminated only by a written instrument executed by an authorized officer of Purple Goat and Client.
12.2. If at any time any part of the Agreement is or becomes unenforceable, such part will be construed as far as possible to reflect the Parties’ intentions and the remainder of the provisions will remain in full force and effect.
12.3. No person who is not a party to this Agreement shall be entitled to enforce any of the terms pursuant to the Contracts (Rights of Third Parties) Act 1999.
12.4. Client shall not assign transfer or subcontract any of its rights and obligations under this Agreement without the prior written consent of Purple Goat.
12.5. During the term of the Agreement and for the six (6) month period following its termination, and exclusive of responses to postings to the general public, neither party shall directly or indirectly solicit, offer employment, employ or retain as a consultant any employee or former employee of the other party who has participated directly in the Services without the prior written consent of the other party.
12.6. The Agreement shall be governed and construed in all respects in accordance with the laws of England and Wales and the Parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.