This Agreement is made between the Parties mentioned in the Estimate and these terms shall apply to the Agreement for the provision of the services or otherwise contained in that Estimate (the Work) if the Client instructs Oxlink Ltd t/a/Purple Frog (PF) to proceed on the basis of such. When this Agreement becomes binding on both Parties the Estimate will become a part of this Agreement.
This Agreement, when it becomes binding represents all of the contractual terms between the Parties in respect of the Work unless otherwise indicated by PF that it requires other terms to be agreed from time to time. PF reserves the right to rely on and amend these terms (and as they may appear from time to time on its website) as applicable and in the event that it should in the future maintain a claim of course of dealings.
This Agreement becomes binding on the Parties when sent by email to the Client by PF and the Client instructs (whether orally or by email) PF to commence the Work contained the Estimate. Alternatively, the process of acceptance by the Client may be expressly varied by PF in the email which attached the Estimate.
This is an agreement between two businesses and as such the Client acknowledges that it is not entitled to take issue with any of the terms contained within it having had sufficient time to obtain appropriate advice as to its contents and their meaning and that it contains sufficient consideration to be binding.
All fees referred to in the Estimate in respect of the Work or otherwise undertaken by PF shall be due and payable no later than 20 days after the date of any invoice submitted by PF to the Client unless otherwise expressly varied in the Estimate. If any external fees are payable by PF to any third parties as a result of this Agreement these will be paid by the Client when requested by PF and in any event within 3 days of such request.
Time is not of the essence in this Agreement unless expressly stated to the contrary by PF separately in writing. As a result PF shall have no liability for any losses sustained as a result of its failure to fulfil its contractual obligations within any time scale contained within this Agreement. The completion of the Work is reliant on PF being supplied with all necessary information in whatever form that it requires and within any time frame specified by PF at its absolute discretion and communicated to the Client in the Estimate or by email or otherwise during the course of the Agreement.
PF will ensure, so far as it is practicable for it to do so, that all of the Work, where applicable, is virus free at the time of delivery. Thereafter it is for the Client to ensure that appropriate security measures are in place to ensure that the Work as delivered is, where necessary, protected from any unwanted and/or illegal or unlawful activity.
Unless expressly varied to the contrary the Work will be deemed to be satisfactory unless PF is notified to the contrary within 5 working days of delivery of the Work after which time this Agreement will terminate save only in respect of payment due to PF unless further works are required to fulfill the Agreement or it is stated otherwise in this Agreement.
It is agreed between the Parties that PF shall have no liability at all in relation to any services or work carried out by third parties except in relation to those that maybe directly subcontracted to and by PF.
After this Agreement terminates there will be no liability on PF as to any loss, cost or damage of whatever nature sustained by the Client as a result of the Work carried out and delivered under the terms of this Agreement howsoever such occurs. PF will be under no obligation to retain a copy in whatever form of the Work, but if it chooses to do so, the rights in that copy vest in PF and it may use such as its own and in its best interests without any liability to the Client.
The contents of this Agreement whether as a draft or during the currency of it shall at all times remain confidential to the Parties even after termination howsoever that occurs.
The Client confirms and undertakes that it has title to, or express written permission to use, all intellectual property (IP) that it provides to PF in relation to the Work. The Client as a result provides PF with a full, total and complete indemnity to the highest level in relation to such IP and any actions or issues that may arise as a result of the use of such IP even after termination. PF will return all intellectual property provided by the Client on termination of this Agreement if requested to do so by the Client and, if PF deems it appropriate, at the Client’s expense. The title to all IP created as a result of the Work, in whatever form or in whatever context shall vest in PF unless specifically agreed in writing to the contrary in the Estimate.
This Agreement shall terminate as is set out in this Agreement or by either party providing the other with one month written notice. Howsoever termination occurs, PF shall be entitled to all fees and other costs and expenses incurred due on the date of actual termination. If, following termination PF has to fulfil any ongoing obligations incurred as a result of this Agreement then, regardless of termination the Client shall remain liable in respect of the costs of those obligations and, as far as is necessary the terms of this Agreement shall remain in force in respect of such until those obligations cease. Any failure to make payment in relation to any monies due to PF as a result of this Agreement or otherwise will result in PF ceasing to carry out the Work and/or maintaining the obligations and PF shall not be liable for any damage, loss, costs and interest to the Client howsoever such occur and whether foreseeable or otherwise. If PF shall suffer damage or loss as a result of the Client’s failure to make any payment due to PF then PF shall be entitled to recover such losses and/or damages together interest at 8%, indemnity costs and punitive damages in all cases.
This Agreement is governed by the laws of England and Wales and the Client confirms that it complies with all necessary statutory obligations imposed upon it under such jurisdiction.
If any Term of this Agreement were to be found to be unenforceable for whatever reason the remaining Terms would remain binding on the Parties.
The plural and singular references are not to be taken as being references to such if the context requires that one replaces the other and all masculine and feminine references are interchangeable so that and the use of the word “it” shall be taken as being capable of applying to the masculine or feminine.
Any notice in relation to the enforceability, termination or dispute regarding this Agreement may be served by email or by ordinary first class post to the address for the relevant Party shown on the Estimate, unless there has been written notification providing contrary advice by either of the Parties. In either case, service will be deemed to take place on the day after such notice was sent.