TERMS & CONDITIONS

These terms and conditions shall apply to the provision of the services (“Service(s)”) delivered by Digital Bulls Ltd of 2nd Floor, Spectrum, Bond Street, Bristol, BS1 3LG, company number 11976602 (the “Supplier”) to you (the “Client”) as set out in the Proposal. These terms and conditions and the Proposal represent the agreement that is in place between the Supplier and the Client (the “Agreement”). No other terms and conditions shall apply to the provision of Services unless agreed upon in writing between the Supplier and the Client.

1.1 With effect from the commencement date outlined in the Proposal, the Agreement will commence on the date that is set out in the Proposal (“Commencement Date”) and will continue in force for the period of months outlined listed in the Proposal (the “Term”).

Interpretation

2.1 The headings in this Agreement are for convenience only and shall not affect their interpretation.

2.2 Words imparting the singular number shall include the plural and vice-versa.

Services

3.1 The Supplier shall supply the Services to the Client from the Commencement Date in accordance with this Agreement.

3.2 In supplying the Services, the Supplier shall:

(a) Perform the Services with reasonable care and skill and within the time as set out in the Proposal; and,

(b) Comply with all laws and regulations and codes of practice applicable to its performance of the Service provided that the Supplier shall not be liable under this Agreement if, as a result of such compliance, it is in breach of any of its obligations under this Agreement.

Client Warranties and Obligations

4.1 The Client confirms that either:

(a) as of the date of this Agreement, the Client is over the age of 18 and has provided any documentary proof of age to the Supplier, if requested; or

(b) if as of the date of this Agreement, the Client is under the age of 18, this Agreement is being entered into by a parent or guardian of the Client, who has authority.

4.2 The Client shall:

(a) co-operate with the Supplier in all matters relating to the Services; and

(b) provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, such information as the Supplier may require in order to provide the Services, and ensure that it is accurate in all material respects.

4.3 If the Supplier’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its managers, family members, friends, agents, subcontractors, consultants or employees, the Supplier shall:

(a) not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay;

(b) be entitled to payment of the Fees despite any such prevention or delay; and

(c) be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay.

4.4 In consideration for the provision of the Services by the Supplier, the Client shall give 48 hours’ written notice (email to suffice) for the cancellation of any Service (for example, a booked studio session). If the Client fails to cancel within 48 hours written notice, the Service will be lost with full payment required by the Supplier to the Client.

4.5 The Client accepts that results of promotional Services by the Supplier and high impact statistics are not guaranteed. Promotional campaign success relies on the subjective quality of the Client’s podcast, creative assets, fans, followers and subscribers. 

4.6 By entering into this Agreement, the Client agrees that all Services performed by the Supplier are non-refundable. Client also understands that should a Service not be provided by Supplier, for whatever reason, it may be substituted for an alternative Service to the same value, but will not be refunded.

Fees

5.1 In consideration for the provision of the Services by the Supplier, the Client shall pay the Supplier the fees as set out in the Proposal (the “Fees”) and in accordance with this Clause 5.

5.2 The Supplier shall submit an invoice for the Fees and the Client shall pay the Fees in accordance with payment terms outlined in the Invoice including the payment of any late payment charges specified in the invoice.

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

5.4 The Client shall pay the Fees on the “Payment Schedule” as set out in the Proposal, failing which, without limiting the Supplier’s remedies under Clause 8.2 (below), the Supplier may suspend all Services until payment of all outstanding Fees and other amounts due have been made in full.

5.5 All amounts due under this Agreement shall be paid by the Client to the Supplier in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax, as required by law).

Variation

6.1 Any request by the Client for a change to the Services must be provided to and agreed by the Supplier in writing including any required change to the Fees.

6.2 The Supplier shall give reasonable written notice to the Client of any required change to the Services, including but not limited to: any proposed change in the Fees arising from such change.

Sub-Contracting and Assignment

7.1 The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the Supplier’s prior written consent.

7.2 The Supplier may at any time assign, transfer, charge, subcontract, licence, sub-licence, mortgage, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.

7.3 Where the Supplier exercises its rights to assign, transfer, charge, subcontract, licence, sub-licence, mortgage, declare a trust over or deal in any other manner the provision of the Services or any part thereof it shall ensure that the Services will be provided in accordance with the terms of this Agreement and the Client will not be responsible for any additional costs arising as a result of any subcontracted or sub-licenced Services.

Termination

8.1 Without affecting any other right or remedy available to it, either party to this Agreement may terminate it with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30)  days after being notified in writing to do so.

8.2 Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement with immediate effect by giving written notice to the Client, if the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified to make such payment.

8.3 Without affecting any other right or remedy available to it, either party to this Agreement may terminate it with immediate effect by giving written notice to the other party if the other makes any arrangement for the benefit of or make any composition or arrangement with its creditors or any action or proceeding in bankruptcy or insolvency is taken including, but not limited to; the appointment of a receiver, administrator, liquidator or other trustee which is not dismissed or discharged within sixty (60) days of the start of the action or if the other party shall go into liquidation (whether voluntary or compulsory) other than for the purpose of amalgamation or reconstruction.

8.4 Without affecting any other right or remedy available to it, either party to this Agreement may terminate it with immediate effect by giving written notice to the other party if a Force Majeure lasts for longer than sixty (60) days.

8.5 At the sole discretion of the Supplier, this Agreement may be terminated only allowed under extenuating circumstances. The termination fee will be charged to the Client at ten percent (10%) of the Agreement balance, as set out in the Proposal, payable within thirty (30) days of date of invoice from the Supplier.

8.6 On termination of this Agreement for whatever reason the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied, but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately upon receipt.

8.7 Termination of this Agreement shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination; and

8.8 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

Intellectual Property

9.1 The Client grants the Supplier a non-exclusive licence to use any of Client’s intellectual property including but not limited to; copyright and trademarks, for the purposes of Supplier supplying the Services.

9.2 The Client consents to the use by the Supplier of any copyright works created by the Supplier through the delivery of the Services, for the purposes of promotion of the business of the Supplier including but not limited to; Supplier’s website and social media sites.

9.3 The Client warrants that any use of intellectual property supplied by the Client to the Supplier is clear to use and shall not be in breach of any third party rights. The Client shall indemnify the Supplier against any damages, costs (including legal costs) and expenses which may be suffered by the Supplier as a result of any breach of third party intellectual property rights.

Liabilities and Indemnity

10.1 The Supplier shall be liable for any costs incurred in relation to any remedial action required in order to provide the Services in accordance with the terms of the Proposal.

10.2 The Client acknowledges and agrees that where the Services are to be provided to the Client and other parties in circumstances where the Client is a member of a duo or group, the Client and any other person to whom the Services are to be provided will be jointly and severally liable for all obligations, agreements, representations and warranties which are due to the Supplier in this Agreement, including but not limited to; the payment of all Fees.

10.3 The Supplier may take action against, or release or compromise the liability of any other person without affecting the liability of the Client under Clause 10.2.

10.4 The Client will indemnify the Supplier from any loss, costs (including legal costs), damages or expenses duly arising by reason of any breach of Client’s warranties, obligations, agreements and representations in this Agreement or caused as a result of any act or omission in this Agreement by the Client.

10.5 Except for the indemnity provisions under Clause 10.6 of this Agreement, Supplier’s liability to the Client shall be limited to two million pounds sterling (£2,000,000).

10.6  Nothing in this Agreement shall exclude or limit liability for:

(a) death or personal injury resulting from the negligence of either party or their servants, consultants, agents or employees or anything else that cannot be excluded by law;

(b) proven fraud or fraudulent misrepresentation;

 
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

(d) any other liability which cannot be limited or excluded by applicable law.

Force Majeure

11. In the event that this Agreement cannot be performed or its obligations fulfilled for any reason beyond the reasonable control of either party due to a “Force Majeure” including but not limited to; war, industrial action, flood, fire, drought, national or local lockdown, pandemic or epidemic  or Acts of God, then such non-performance or failure to fulfil its obligations shall be deemed not to be a breach of this Agreement.  Any party due to a Force Majeure that is unable in whole or in part to carry out its obligations under this Agreement it shall give written notice to that effect to the other party.  The notice should state in detail the circumstances for such Force Majeure and the estimated time to remedy such event. If the Force Majeure continues for more than sixty (60) days then the party not affected by the Force Majeure may terminate this Agreement with immediate written notice.

Notices

12.1 All notices or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party and delivered to the most recent address, email address notified to the other party.

12.2 Any such notice shall be deemed to be effectively served as follows:

(a) in the case of service by personal delivery on the next Business Day;

(b) in the case of service pre-paid recorded delivery 48 hours after posting; or

(c) in the case of service by email on the next Business Day.

A notice via email is not accepted for legal proceedings.

Severance

13. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this Agreement.

Consumer Rights

14. Nothing in these Terms and Conditions shall affect the Client’s statutory rights as a consumer.

Data Protection

15.1 The Client consents to the Supplier holding and processing personal data relating to the Client for the purposes of this Agreement, the supplying of the Services and legal provisions as per the Supplier’s Privacy Policy..

15.2 The Client consents to the Supplier making such personal data available to those who provide products or services to the Supplier as well as its advisers, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of the Supplier or any part of its business.

15.3 The Client and the Supplier will comply with all applicable requirements of the Data Protection Legislation (defined as UK Data Protection Act 2018 and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time, which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party. This Clause 15 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

15.4 The Client and the Supplier will ensure that it has in place appropriate technical and organizational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services), ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it.

15.5 The Client and the Supplier shall ensure to the best of their ability that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential. 

15.6 The Client or the Supplier shall not transfer any personal data outside of the European Economic Area unless the appropriate safeguards in relation to the transfer have been set in place.

Confidentiality

16.1 The Client acknowledges that in the course of the delivery of the Services by the Supplier, the Client will have access to confidential information of the Supplier, which can include but is not limited to; information relating to the business, customers, products, affairs and finances of the Supplier or any of its suppliers, employees, contractors, customers, agents, distributors, shareholders, management or business contacts, whether or not such information (if in anything other than oral form) is marked confidential (“Confidential Information”).

16.2 The Client warrants that they shall not either during the period that the Services are being provided or at any time thereafter, use or disclose to any third party (including but not limited to; on any social media sites and websites) any Confidential Information. This restriction does not apply to any use or disclosure authorised by the Supplier or required by law, or any information which is already in, or comes into, the public domain, other than through the Client’s unauthorised disclosure. This Clause 16.2 will continue beyond the expiry or termination of this Agreement.

Non-Solicitation

17. The Client undertakes during the Agreement and for a period of six (6) months after the Agreement not to directly or indirectly solicit or induce any of the Supplier’s employees or consultants to leave the employment of the Supplier whether to work as an employee, freelance or consultancy basis.

Counterparts

18. The Proposal part of this Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature page) by e-mail (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement. If either method of delivery is adopted, without prejudice to the validity of this Agreement thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter. No counterpart shall be effective until each party has executed and delivered at least one counterpart.

Waiver

19. No failure or delay by a party to exercise any right or remedy provided under this 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.

Third Parties

20. Other than permitted assignees or transferees as expressly provided elsewhere in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

Entire Agreement

 
21.This Agreement sets out the entire agreement and understanding of the parties and is in substitution of any previous written or oral agreements between the parties relating to its subject matter.

Joint Venture or Partnership

22.1 Nothing in this Agreement shall be construed as creating a partnership, joint venture, contract of employment or an agency relationship between the parties and save as set out herein, neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party.

22.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person. For the avoidance of doubt both parties will be responsible for their own accounting, taxation and legal costs within this Agreement.

Law and Jurisdiction

23.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with the laws of England and  Wales.

23.2 Any dispute, controversy, proceedings or claim between the Client and the Supplier relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction with the laws of England and Wales and the exclusive courts of England and Wales.