Pulse Terms and Conditions
This Agreement is made between you (“the Client”) and Feed Ignite Limited (“Feed Ignite”), a company incorporated and registered in England and Wales with number 12071441, whose registered office is at Number Sixty One Alexandra Road Lowestoft Suffolk NR32 1PL.
By clicking on the below “I have read and accept the terms and conditions” box, you agree to be legally bound to this contract for the Services on the terms set out below and at the Price set out above.
1.1 Subject to the terms and conditions set out in this agreement, Feed Ignite shall carry out the Services with reasonable skill and expertise and shall supply the Content and the Services to the Client in accordance with this agreement.
1.2 The Client shall promptly provide information to Feed Ignite (“Client Materials”) to enable Feed Ignite to perform the Services and deliver the Content as set out in this Agreement.
1.3 The Client shall co-operate with Feed Ignite and comply with all reasonable requests for information or input from Feed Ignite, to enable Feed Ignite to perform the Services and deliver the Content.
2. Delivery of Content
2.1 Feed Ignite shall deliver the Content to the Client electronically, using a project managements software managed by Feed Ignite and shall grant the Client a Licence to use the Content.
2.2 The Client shall be entitled to:
2.2.1 distribute and publish the Content on any Media in perpetuity; and
2.2.2 make such further copies of the Content (and provide copies of the content to any third party),
providing always that Feed Ignite’s proprietary notices, Feed Ignite’s logo and copyright notices are reproduced on every copy or publication or distribution of the Content.
2.3 Feed Ignite shall use its reasonable endeavours to deliver the Content in accordance with the time frame envisaged but time shall not be of the essence. In addition, Feed Ignite shall not be liable for any delay that is caused by a Force Majeure event or by delays caused by the Client.
3. Price and Payment
3.1 In consideration for the provision of the Services and Content, the Client shall pay the Price on presentation of an invoice by Feed Ignite. The Client shall make payment of each invoice by the due date stated in that invoice or within 30 days of receipt of the invoice, whichever is later.
3.2 If the Client fails to make any payment due to Feed Ignite under this agreement by the due date for payment, then, without limiting Feed Ignite’s remedies, the Client shall pay interest on the overdue amount at the rate of 4% per annum above the 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.
4.1 The Intellectual Property Rights in the Tools and Content are, and shall remain, the property of Feed Ignite and Feed Ignite reserves the right to grant a licence to use such Tools or Content to any other party or parties.
4.2 Feed Ignite reserves the right to publish the Content to any other party or parties for the purpose of advertising, marketing or promotion of Feed Ignite on any platform. The Client acquires no rights in or to Tools or the Content other than those expressly granted by this agreement.
4.3 The Client shall use reasonable endeavours to prevent any infringement of Feed Ignite’s Intellectual Property Rights in the Content and shall promptly report to Feed Ignite any such infringement that comes to its attention. In particular, the Client shall not remove the proprietary notices or logo of Feed ignite on the Content and shall ensure that each publication of the Content bears the proprietary notice and logo of Feed Ignite and that Feed Ignite is credited as the creator of the Content.
5. Confidential and Publicity
5.1 Each party undertakes not to use the other party’s Confidential Information otherwise than in the exercise and performance of its rights and obligations under this agreement (“Permitted Purposes”).
5.2 In relation to the Confidential Information:
5.2.1 Each party shall treat as confidential all Confidential Information of the other party supplied under this agreement;
5.2.2 Neither party shall divulge any such Confidential Information to any person, except to its own employees and then only to those employees who need to know it for the Permitted Purposes; and
5.2.3 Each party shall ensure its employees are aware of, and comply with, this clause and obligation.
5.3 The restrictions imposed shall not apply to the disclosure of any Confidential Information which:
5.3.1 is now in or hereafter comes into the public domain otherwise than as a result of a breach of clause 6.1;
5.3.2 before any negotiations or discussions leading to this agreement was already known by the receiving party and was obtained or acquired in circumstances under which the receiving party was not bound by any form of confidentiality obligation; or
5.3.3 is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary).
5.4 Each party shall notify the other party if it (or any of its staff) becomes aware of any unauthorised disclosure of any Confidential Information and shall afford reasonable assistance to the other party, at that other party’s reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person.
5.5 Nothing in this agreement shall prevent either party from using any Tools, knowledge of which is contained in the unaided memory of such party’s personnel developed or disclosed under this agreement, provided that in doing so such party does not breach its obligations of confidentiality under this clause or breach any Intellectual Property Rights of the other party. An individual’s memory is only “unaided” with respect to any information if the individual has not retained a copy of the information and has not intentionally memorised that information other than is required to perform the Services.
5.6 This clause 5 shall remain in full force and effect, despite any termination of the Licence or this agreement.
6 Data Protection
6.1 Each party shall comply with their obligations under such data protection legislation as is relevant to this agreement and in force from time to time, including entering into any further (written) agreements required under that data protection legislation.
7.1 The Client warrants to Feed Ignite that all Client Material provided for the purposes of providing the Services and delivering the Content under this agreement shall at all times comply with all applicable laws and regulations, including (but not limited to) particularly laws applying to intellectual property rights and data protection; in this respect, the Client specifically warrants that all it has all necessary rights and title to the Client Materials and that the provision of the Client Materials shall not infringe any third party rights.
7.2 Each party warrants that it has full capacity and authority, and all necessary licences, permits and consents to enter into and perform this agreement and that those signing this agreement are duly authorised to bind the party for whom they sign.
8 Intellectual Property Rights Indemnity
The Client shall indemnify Feed Ignite against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Feed Ignite arising out of or in connection with any claim that the Client Materials, and the resulting Content delivered by Feed Ignite and the Services performed by Feed Ignite, infringes any third party’s Intellectual Property Rights, provided that, if any third party makes a claim, or notifies an intention to make a claim, against Feed Ignite, Feed Ignite gives notice of the Claim to the Client as soon as reasonably practicable, specifying the nature of the Claim in reasonable detail and does not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Client (such consent not to be unreasonably conditioned, withheld or delayed).
9 Limitation of liability
9.1 Except as expressly provided in this agreement and to the fullest extent permitted by applicable law, Feed Ignite shall have no liability for any loss or damage whatsoever, caused by the use of Content provided to the Client;
9.2 Neither party excludes or limits liability to the other party for:
9.2.1 fraud or fraudulent misrepresentation;
9.2.2 death or personal injury caused by negligence;
9.2.3 a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
9.2.4 any matter for which it would be unlawful for the parties to exclude liability.
9.3 Feed Ignite provides Content to the Client for publication by the Client, or provides Content to the Client to review before publication by Feed Ignite as part of the Services. The Client shall be (and will remain) responsible for the publication of the Content and any adverse reaction, publicity or public opinion arising from the Content itself, and Feed Ignite shall not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), libel, defamation, restitution or otherwise, for:
9.3.1 any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill arising out of or in connection with the provision of Services or Content;
9.3.2 any loss or corruption (whether direct or indirect) of data or information arising out of or in connection with the provision of Services or Content;
9.3.3 loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time) arising out of or in connection with the provision of Services or Content; or
9.3.4 any loss or liability (whether direct or indirect) howsoever arising under this agreement or in relation to any other contract.
9.4 Feed Ignite’s total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement or any collateral contract shall be limited to the price actually paid by the Client for the Services during the month during which the claim arose.
9.5 By accepting these terms and conditions, the Client acknowledges that Feed Ignite is not responsible for any negative reaction, publicity, response, public opinion or similar arising from the publication of Content by or on behalf of the Client. The Client acknowledges that it is responsible for assessing the market suitability of the Content to it’s target audience in the context of current events, public morals or similar at the time of publication.
Unless this Agreement is terminated in accordance with clause 11, this Agreement shall expire six months after the date of accepting this Agreement and can be cancelled on three month’s advance written notice.
11.1 Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies, either party may at any time terminate this agreement with immediate effect by giving written notice to the other party if:
11.1.1 the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
11.1.2 the other party commits a material breach of any term of this agreement (other than failure to pay any amounts due under this agreement) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
11.1.3 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
11.1.4 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 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;
11.1.5 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
11.2 Other than as set out in this agreement, neither party shall have any further obligation to the other under this agreement after its termination.
11.3 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
11.4 On termination of this agreement for any reason, the Client shall immediately pay any outstanding unpaid invoices and interest due to Feed Ignite. Feed Ignite shall submit invoices for any Services that it has supplied, but for which no invoice has been submitted, and the Client shall pay these invoices immediately on receipt.
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 preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
13 Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
14 Entire agreement
14.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this agreement is deemed deleted the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
17 Third-party rights
No person other than a party to this agreement shall have any rights to enforce any term of this agreement.
18 No partnership or agency
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
19 Force majeure
19.1 Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party.
19.2 If termination occurs under clause 19.1, all sums paid to Feed Ignite by the Client under this agreement shall be refunded to the Client, except that Feed Ignite shall be entitled to payment on a quantum meruit basis for all work done before termination.
20.1 Any notice or other communication required to be given under this agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first-class post or recorded delivery or by commercial courier, to each party required to receive the notice or communication to the addresses habitually used by the parties in their communications with each other or as otherwise notified in writing.
20.2 Any notice shall be deemed to have been duly received:
20.2.1 if delivered personally, when left at the address and for the contact referred to in this clause;
20.2.2 if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; or
20.2.3 if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
20.3 A notice required to be given under this agreement shall not be validly given if sent by e-mail.
20.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
21 Governing law and Jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction.
Definitions used in these terms and Conditions :
“Confidential Information” information of commercial value, in whatever form or medium, disclosed by a party to the other party, including commercial or technical know-how, technology, information pertaining to business operations and strategies, and information pertaining to pricing and marketing.
“Intellectual Property Rights” any and all present and future, patents, inventions, know-how, trade secrets, trademarks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world.
“Licence” means a non-exclusive licence in perpetuity.
“Media” any website, online social media platform or place where content is posted and/or displayed.
“Tools” any tools and know-how developed, and methods invented, by Feed Ignite in the course of or as a result of carrying out the Work, whether or not developed or invented specifically or used exclusively to carry out the Work.
“VAT” value added tax chargeable under the Value Added Tax Act 1994 and any similar additional tax and any similar additional tax or any other similar turnover, sales or purchase tax or duty levied in any other jurisdiction.
21.1 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders, words in the singular shall include the plural and in the plural shall include the singular, any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality.
21.2 A reference to a particular law is a reference to it, as it is in force for the time being taking account of any amendment, extension, application or re-enactment, and includes any subordinate legislation for the time being in force made under it.
21.3 Writing or written includes faxes and e-mail.