Legal Terms

1. UK TERMS AND CONDITIONS OF BUSINESS

1.1. These Terms and Conditions of Business (“Terms and Conditions”) 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 provided to Client (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 Limited, company number 12591470 and registered address of Amelia House, Crescent Road, Worthing, West Sussex, BN11 1RL (“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 and take precedence over 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 or the date executed by both Parties (whichever is earlier). All previous written or oral undertakings and promises relating to the Services shall be superseded by the content in the Order Form.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 separate individual Order Forms may be entered into by the Parties. All Order Forms are governed by and shall be subject to the Terms and Conditions, except for any Additional Terms or Special Conditions set out on the Order Form, which shall take precedence to the extent of any conflict.

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 and any and all Fees shall be paid to Purple Goat.

3. SERVICES

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.

3.2 It is agreed that Purple Goat may engage subcontractors to provide all or part of the Services. 

4. CLIENT

4.1. Client agrees to co-operate with Purple Goat and, where necessary, provide such information and materials required for the Services, or as listed in the Order Form (“Client Materials”), for Purple Goat to incorporate as required into the Services or to carry out Purple Goat’s obligations.

4.1. Client will ensure that all Client Materials are accurate and complete in all material respects.

5. FEES; CHANGE CONTROL

5.1. Client shall pay Purple Goat the Fees without deduction, withholding or set-off within ten (10) days of signature of the Order Form, or otherwise in accordance with the payment terms set out in the Order Form (other than any deduction or withholding of tax required by law). The Fees hereunder shall be non-cancellable and non-refundable.

5.2. All amounts payable exclude amounts in respect of value added tax (VAT), which Client shall additionally be liable to pay at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

5.3. Purple Goat shall be entitled to charge interest on any overdue payment at the rate of the maximum amount permitted under applicable law. Without limiting the Supplier’s remedies hereunder, in the event of late payment, Purple Goat may also be entitled to suspend performance of its Services until payment has been made in full. 

5.4. Purple Goat may charge additional Fees in accordance with its standard rates in the event of:

5.4.1. delays or additional Services caused or required by Client, as a result of Client’s acts or omissions (or that of any third Parties on behalf of Client), including Client’s 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;

5.4.2. changes to the cost of Services and other circumstances outside of Purple Goat’s reasonable control;

5.4.3.  additional requirements and / or increase in scope requested by the Client or any variations to the Services; and / or

5.4.4. agreed third party expenses.

5.5. 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 in writing:

5.5.1. the nature of the Change;

5.5.2. the procedures for implementation of such Change and any respective changes to delivery timetable; and

5.5.3. the variation to the Fees.

5.6. 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. The Parties agree that a Change cannot be used to reduce the scope and / or reduce the Fees payable by the Client.

5.7. 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 at Purple Goat’s discretion.

7. CONFIDENTIALITY

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, or as required by law, a court of competent jurisdiction or any governmental or regulatory authority 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. Neither Party shall use the other Party’s confidential information for any purpose other than to perform its obligations under the Agreement.

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”) solely for the purpose and usage terms set out in the Order Form. Such Licence Rights shall apply only to those ideas, concepts, proposals and parts of the Works which Purple Goat is specifically requested to proceed. The Licence Rights will not include any original ideas, concepts or proposals pitched or suggested to Client but not further explored by Purple Goat for Client hereunder, and shall remain vested in 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 additional expense) such rights in any third party materials, including those of the relevant influencer, solely to the extent that  Purple Goat is permitted by the relevant third party to grant such rights to the Client and subject to such additional usage fees to be agreed by the Parties. 

8.4. Client grants Purple Goat a fully paid-up, 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 unlawful material.

8.5. Subject to clause 8.3 above, 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. Purple Goat warrants that it will use reasonable efforts to ensure that the Works do not infringe the copyright of any third party.

9. TERMINATION

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, unless otherwise agreed and set out in the Order Form.

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 written notice of such breach.

9.3.  Neither Party shall 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. The affected Party shall notify the non-affected party of such force majeure event existence. In the event that the force majeure event is anticipated to cause a delay of more than two (2) weeks, then the non-affected Party is entitled to terminate immediately on giving written notice, save that all fees and expenses incurred to date of termination shall be paid by Client.

9.4. The termination or expiry of an Order Form shall not affect this Agreement or any other separate Order Form. On termination or expiry of an Order Form or the Agreement, the Client shall pay to Supplier all Fees, expenses and any third party committed costs which cannot be cancelled, up to and including the effective date of termination. 

10. LIABILITY

10.1. Subject to Clause 10.2 below, Purple Goat’s total liability to the Client, whether in contract, tort (including negligence) breach of statutory duty or otherwise, arising under or in connection with this Agreement shall be limited to the Fees under the applicable Order Form.  

10.2. Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and (c) any other liability which cannot legally be limited. 

10.3 Neither Party shall be liable to the other Party for any indirect, consequential loss, damage, loss of profits, sales or business, howsoever arising.

10.4. Nothing shall limit the Client’s payment obligations hereunder.

10.5. 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.

10.6. 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 in writing prior to the Term.

11. LEGISLATION

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.. 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, approval of,  and use of Services.

11.3. Each Party shall comply with all applicable data protection laws in its processing of personal data under or in connection with this Agreement.

12. GENERAL

12.1. Except as specifically set forth herein, no variation of the Agreement (including the Order Form) shall be effective unless it is in writing and signed by both Parties (or their authorised representatives).

12.2. The Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the Parties, whether written or oral, relating to its subject matter.

12.3. If at any time any provision or part provision of the Agreement is or becomes unenforceable, such provision will be construed  and / or modified as far as possible to reflect the Parties’ intentions to the minimum extent necessary to make it valid, legal and enforceable.  Any modification or deletion of a provision or part provision shall not affect the validity and enforceability of the rest of the Agreement. 

12.4. 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.

12.5. A waiver of any right or remedy under the Agreement or by law is only effective is given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.  

12.6. Client shall not assign, transfer, assign or subcontract any of its rights and obligations under this Agreement.

12.7. During the term of the Agreement and for the six (6) month period following the  termination or expiry of the Agreement, (save in respect of responses to job postings made available to the general public), the Client shall not directly or indirectly solicit, offer employment, employ or retain as a consultant any employee, former employee, or subcontractor of Purple Goat who has participated directly in the Services, save where Purple Goat has provided prior written consent.

12.8. Any notices shall be in writing and delivered by hand, pre-paid first-class post or sent by email as specified in the Order Form. Notices shall be deemed received if delivered by hand, at the time notice is left at the proper address; at 9am on the second Business Day if sent by next working day delivery; or at the time of transmission if sent by email within business hours, or if outside this time, when business hours resume. This clause does not apply to the service of legal proceedings or other legal documents.

12.9. 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.