1.1 By entering into the contract between the client and Purplex Marketing Limited trading as TradePal, the client agrees to share personal data with Purplex Marketing Limited trading as TradePal for the purpose of fulfilling the contract and supply of services.
1.2 If the Contract is extended beyond the Initial Term then the provision of the Services during any Extended Term shall be on the same basis and subject to the same terms and conditions as applied during the Initial Term unless otherwise agreed between Purplex Marketing Limited trading as TradePal and the Client.
1.3 Purplex Marketing Limited trading as TradePal shall supply the Services to the Client in accordance with the signed contract and for design services this can include up to 3 concepts if required. The client understands if any additional concepts or significant amends to the agreed project are required then Purplex Marketing Limited trading as TradePal has the right to charge extra in accordance with the hourly rate, of £95 per hour.
1.4 Purplex Marketing Limited trading as TradePal shall use all reasonable endeavours to meet any performance dates specified in the contract, but any such dates shall be estimates only and may be subject to change, and time shall not be of the essence for performance of the Services.
1.5 Once the client has approved the material, if the client makes amends after this Purplex Marketing Limited trading as TradePal shall have the right to charge extra for these amends in accordance with the hourly rate.
1.6 Purplex Marketing Limited trading as TradePal shall have the right to make any changes to the Services which are necessary to comply with any applicable law requirement, or which do not materially affect the nature or quality of the Services, and Purplex Marketing Limited trading as TradePal shall notify the Client in any such event
1.7 With regards to website projects;
(a) Once the project has been completed, Purplex Marketing Limited trading as TradePal is no longer responsible for the hosting, changes, maintenance, back-ups or support unless the client has entered into a website management contract
(b) The client is responsible for IT and email hosting unless the client has entered into an email management contract
(c) The client or its agents shall not alter, adapt, merge, modify or copy some or all of the website
(d) If the website is hosted with Purplex Marketing Limited trading as TradePal and the client requests this to be moved to a third party, Purplex Marketing Limited trading as TradePal has the right to charge for this service in accordance with the hourly rate
1.8 Purplex Marketing Limited trading as TradePal warrants to the Client that the Services will be provided using reasonable care and skill, however Purplex Marketing Limited trading as TradePal will not be responsible for any loss or damage arising from or due to:
(a) inaccuracies or errors in or arising from data, information, materials, or any other matters which are not under the control of Purplex Marketing Limited trading as TradePal;
(b) inaccuracies or errors in or arising from data, information, materials, or any other matters which have arisen despite Purplex Marketing Limited trading as TradePal’s reasonable efforts to avoid such inaccuracies or errors;
(c) any unauthorised use of data, information, or materials, including, without limitation, use made by the Client, its employees, agents, or contractors, which is in breach of the terms of the Contract or of these terms and conditions;
(d) use by the Client, its employees, agents, or contractors of any information or materials supplied by Purplex Marketing Limited trading as TradePal, but which is a different use to that which has been discussed between Purplex Marketing Limited trading as TradePal and the Client;
(e) the hacking of online systems and information by third parties or by anyone acting on behalf of the Client.
(f) Purplex Marketing Limited trading as TradePal cannot guarantee 100% up-time of website hosting, due to external unforeseen circumstances, however will endeavour to return the service as quickly and efficiently as possible, but accepts no liability for loss or damage that may be caused by this down-time.
(g) Purplex Marketing Limited trading as TradePal cannot guarantee placement of articles in the press, this is at the publications discretion.
1.9 The Client will:
(a) ensure that all information supplied to Purplex Marketing Limited trading as TradePal by the Client is complete, accurate, provided within the required time scales and is sufficient to enable Purplex Marketing Limited trading as TradePal to provide the Services. The Client accepts that if information is not supplied in accordance with these requirements then failure to do so may impact on the provision of the Services by Purplex Marketing Limited trading as TradePal and may (amongst other things) cause delay, result in time estimates or time scales having to be extended and/or cause an increase in the Charges for which the Client will be responsible. Purplex Marketing Limited trading as TradePal will endeavour to keep the Client informed of any such matters and the reasons for them
(b) have full responsibility for the information displayed and shall not publish, post, distribute or otherwise disseminate defamatory, obscene, indecent or illegal material or information
(c) be responsible for checking and approving the material prior to release and Purplex Marketing Limited trading as TradePal accepts no responsibility for errors after release
(d) co-operate with Purplex Marketing Limited trading as TradePal in all matters relating to the Services;
1.10 If Purplex Marketing Limited trading as TradePal’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation:
(a) Purplex Marketing Limited trading as TradePal has the right to continue to charge / invoice for the service, with payment due as per the terms of contract,
(b) Purplex Marketing Limited trading as TradePal shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Purplex Marketing Limited trading as TradePal’s performance of any of its obligations;
(c) Purplex Marketing Limited trading as TradePal shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Purplex Marketing Limited trading as TradePal’s failure or delay to perform any of its obligations
(d) the Client shall reimburse Purplex Marketing Limited trading as TradePal on written demand for any costs or losses sustained or incurred by Purplex Marketing Limited trading as TradePal arising directly or indirectly from the Client Default.
1.11 The Charges for the Services shall be on a time and materials basis:
(a) the Charges shall be calculated in accordance with Purplex Marketing Limited trading as TradePal’s rates, as set out in the contract
(b) Purplex Marketing Limited trading as TradePal shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom Purplex Marketing Limited trading as TradePal engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Purplex Marketing Limited trading as TradePal for the performance of the Services, and for the cost of any materials.
(c) Where Purplex Marketing Limited trading as TradePal is providing a website, Purplex Marketing Limited trading as TradePal will take payments monthly or annually in advance (as applicable). It is essential that all information and images provided for the website are correct, suitable and provided with the permission of the copyright holder (where applicable). Any amendments will be made following launch within allocated website amendments allowance (where applicable)
1.12 Purplex Marketing Limited trading as TradePal reserves the right to increase its rates by 3% due to inflation, provided that such charges cannot be increased more than once in any 12 month period. Purplex Marketing Limited trading as TradePal will give the Client written notice of any such increase.
1.13 Purplex Marketing Limited trading as TradePal reserves the right to pass on any increases in costs that occur from third parties, and will give the Client written notice of any such increase.
1.14 Except as otherwise agreed with the Client, Purplex Marketing Limited trading as TradePal shall require payment from the Client:
(a) a deposit ahead of commencement, and further instalments until completion of the service
(b) monthly or annually (as applicable)
(c) on completion of the services.
For the avoidance of doubt, Purplex Marketing Limited trading as TradePal may require payment in full before supplying the Services to the Client. Any requirement for payment before supply of the Services, and any arrangements for payments / invoicing otherwise than a deposit ahead of commencement of services, monthly, annually or on completion of services will be agreed between Purplex Marketing Limited trading as TradePal and the Client before the Commencement Date and a written confirmation of such arrangements will be included in the contract and the Client will pay each payment request / invoice submitted by Purplex Marketing Limited trading as TradePal:
(a) As per the payment terms specified in the contract
(b) in full and in cleared funds to a bank account nominated in writing by Purplex Marketing Limited trading as TradePal, and time for payment shall be of the essence of the Contract.
1.15 If taking third party services, including, Google Advertising and Social Media Advertising, the client as per the contract terms, will be invoiced directly from these providers. In order to fulfil this service, the client acknowledges that they will provide debit or credit card details to Purplex Marketing Limited trading as TradePal in order to set-up the account, and Purplex Marketing Limited trading as TradePal will confidentially discard any details provided upon completion of set-up. The client accepts full responsibility for ensuring payment is made.
1.16 If taking third party media advertising and/or colour separation fees, the client as per the contact terms, will be invoiced directly from these providers unless otherwise stated. Purplex Marketing Limited trading as TradePal has the right to charge an agency fee for organising this service on behalf of the client.
1.17 If the Client fails to make any payment due to Purplex Marketing Limited trading as TradePal under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 8 per cent per annum above Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
1.18 If the client fails to make payment to Purplex Marketing Limited trading as TradePal for any service under the contract within the agreed period, then any legal fees incurred for the process of recovering debt will be required to be paid by the client alongside any outstanding debts.
1.19 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Purplex Marketing Limited trading as TradePal may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Purplex Marketing Limited trading as TradePal to the Client.
1.20 Without prejudice to any other rights or remedies which Purplex Marketing Limited trading as TradePal may have, whether under the provisions of these terms and conditions or otherwise under law, if any payment due to Purplex Marketing Limited trading as TradePal from the Client, in respect of the supply of the Services, becomes overdue for more than 14 working days, Purplex Marketing Limited trading as TradePal may, at its sole discretion:
(a) cease to supply the Services and all related work, including, without limitation, declining to publish any articles or other text, taking down any website or website content, ceasing to provide or deal with any advertising, ceasing to work on any design or content of any item which was to have formed, or been provided as part of, the Services,
(b) raise an invoice for any amounts not previously invoiced in respect of costs incurred by Purplex Marketing Limited trading as TradePal (whether for materials or in respect of time spent by Purplex Marketing Limited trading as TradePal) in relation to the supply of the Services. On receipt of payment of this and any other invoices from Purplex Marketing Limited trading as TradePal to the Client, Purplex Marketing Limited trading as TradePal may, at its sole discretion either resume supply of the Services or treat the Contract as terminated. Purplex Marketing Limited trading as TradePal shall inform the Client in writing of its decision under this paragraph as soon as reasonably practicable.
1.21 After the agreed contract period, the Client may terminate the contract by providing Purplex Marketing Limited trading as TradePal with at least 1 month’s written cancellation notice (for annual packages) or 3 months’ written cancellation notice (for monthly packages after the 12-month term) before the renewal date.
1.22 If the client cancels the contract before the end of the contract period, Purplex Marketing Limited trading as TradePal reserves the right to charge in full for the services for the remainder of the contract term.
1.23 Without limiting its other rights or remedies, Purplex Marketing Limited trading as TradePal may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(b) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) the other party (being an individual) is the subject of a bankruptcy petition or order;
(e) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(f) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
1.24 Without limiting its other rights or remedies, Purplex Marketing Limited trading as TradePal may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 14 days after being notified in writing to do so.
1.25 Purplex Marketing Limited trading as TradePal may, at its absolute discretion terminate the Contract by giving one month’s notice in writing, if there is a change of control of the Client (within the meaning of section 1124 of the Corporation Tax Act 2010).
1.26 On termination of the Contract for any reason:
(a) the Client shall immediately pay to Purplex Marketing Limited trading as TradePal all of Purplex Marketing Limited trading as TradePal’s outstanding unpaid payments / invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Purplex Marketing Limited trading as TradePal shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) All outstanding payments / invoices shall be payable in full by the client before Purplex Marketing Limited trading as TradePal can supply any files, artwork or other materials that Purplex Marketing Limited trading as TradePal has created.
1.27 The client acknowledges that all intellectual property rights for design, content and code are owned by Purplex Marketing Limited trading as TradePal
1.28 Purplex Marketing Limited trading as TradePal reserves the right to licence or sell the Intellectual Property Rights which it creates, or owns, including but not limited to, software applications, on a project by project basis.
1.29 The Client shall not use any Intellectual Property Rights belonging to Purplex Marketing Limited trading as TradePal other than in accordance with these terms and conditions.
1.30 The Client confirms that, to the best of its knowledge, information, and belief, no information or Intellectual Property provided to Purplex Marketing Limited trading as TradePal by the Client breaches the Intellectual Property Rights or other rights of any third party.
1.31 The Client shall indemnify Purplex Marketing Limited trading as TradePal against any claims, loss, liability, costs, expenses, damages, or penalties, incurred by Purplex Marketing Limited trading as TradePal arising from the supply, by the Client to Purplex Marketing Limited trading as TradePal, of any information or Intellectual Property which does infringe the rights of any third party.
1.32 Both parties shall comply with all applicable codes of practice, laws, and Advertising Regulations issued, made or given by the ASA or any organisation or body having legal responsibility for the enforcement of such laws and regulations.