TERMS OF SERVICE
This Terms of Service Agreement (the “Agreement”) sets forth the terms and conditions on which you (the “Client”)
has engaged by the Company (Goal Graphics) to perform certain Services as outlined herein. This is a
legally binding agreement between you and Goal Graphics. By becoming a Goal Graphics
Client, you agree to be legally bound by the terms and conditions set forth in this Agreement. The “Effective Date” of
this Agreement shall be the date on which you submit your order for Services to Goal Graphics.
Goal Graphics will provide the Services to Client as outlined on the Goal Graphics website
2. COMPANY OBLIGATIONS AND WARRANTIES
2.1. The Company warrants that it will provide the Services as stipulated in the Order using reasonable care and skill
to conform in all material respects with the Specification.
2.2. The Company shall use all reasonable endeavours to meet any performance dates specified in the Order but any
such dates shall be estimates only and time shall not be of the essence for the provision of the Services. The
Company shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or the Client‟s
failure to provide the Company with adequate delivery instructions or any other instructions relevant to the supply of
2.3. The Company shall have the right to make any changes to the Services which are necessary to comply with any
2.4. The Company shall be entitled to use a Group Company, subcontractors or other third party services for the
provision of the Services provided always that the Company shall remain liable to the Client for the performance of
the Services as if it had carried them out itself.
3. CLIENT‟S OBLIGATIONS AND INDEMNITIES
3.1. The Client shall provide assistance and technical information to the Company, as reasonably required by the
Company in sufficient time to facilitate the execution of an Order in accordance with any estimated delivery dates or
milestones. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the
Company and warrants and undertakes to the Company that the Client‟s employees assisting in the execution of an
Order have the necessary skills and authority.
3.2. The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve
materials provided under the Services, including (without limitation) profile copy, target website readerships and
graphic material submitted by the Company. In addition, the Client shall be obliged as quickly as possible and within
the agreed deadline to implement changes on websites, in IT systems or where it may otherwise be required by the
3.3. The Client shall be obliged to inform the Company immediately of changes of domain names, websites,
passwords, technical setup and any other material information regarding the technical infrastructure which may affect
the Services delivered by the Company.
3.4. In the event that the Client fails to undertake those acts or provide those materials required under this clause
within any agreed deadline (and at least within 15 Business Days of the date requested by the Company) the
Company shall be entitled to invoice for the Services that it has supplied and the remaining Services specified in the
Order whether or not the Company has been able to deliver them.
3.5. The Client shall indemnify and keep the Company indemnified fully against all liabilities, costs and expenses
whatsoever and howsoever incurred by the Company in respect of any third parties as a result of the provision of the
Services in accordance with the Order, Specification, or the content of the Client‟s advertising or web pages which
result in claims or proceedings against the Company for infringement of any Intellectual Property Rights or other
proprietary rights of third parties, or for breach of confidentiality or contract or for defamation.
3.6. The Client undertakes to comply with all applicable rules, regulations, codes of practice and laws relating to its
use of the Services, including without limitation its obligations under the Data Protection Act 1998 and hereby agrees
to indemnify and to keep the Company indemnified in respect of any and all costs, claims or proceedings whatsoever
brought against the Company by any third party in connection with any breach of the same by the Client.
3.7. The Company require that prior notice be given for any alterations relating to the Client‟s social media profile(s)
that may affect the services supplied by the Company. If alterations are made by the Client or a third party to the
Client‟s profile(s) then performance and brand integrity may be affected and the Company cannot be held
4.1. Unless otherwise expressly stated, all prices shall be in United States Dollars. In the event that duties are
introduced or changed after the conclusion of an Order, the Company shall be entitled to adjust the agreed prices
4.2. The Client acknowledges that certain Services may involve the licensing of third party Intellectual Property
Rights and that the Client may be required to enter into a license directly with such third party. Unless otherwise
expressly stated, all prices shall be exclusive of costs for the acquisition of Intellectual Property Rights for materials
to be included in marketing materials, including if relevant (but without limitation) pictures and licenses from third
party owners and licensors.
4.3. All Services are provided on a monthly or annual subscription basis and the Client acknowledges that
subscriptions will be automatically renewed by the Company at the end of each term to avoid any interruption to
service. The Client may terminate its subscription to the Services in writing giving no less than 10 business days‟
notice of the termination. Services will continue to be provided until such time as the existing service subscription has
been provided in full to the Client (ie. until the end of the month or year for which the services have already been
invoiced or been pre-paid by the client).
5. FEES AND PAYMENT
5.1 All fees for Services provided to Client are due and payable in full, in advance of provision of Services. A valid
credit card for monthly payment of fees shall remain securely on file to cover monthly recurring charges for service.
5.2 Initial charges for service will be paid in advance of service. Thereafter, Goal Graphics will attempt to
charge Client‟s credit card on the monthly anniversary date of the client first ordering services. Charges not paid by
the due date for any reason will result in a suspension of Services until full payment is received. Suspension of
Services for non-payment will not result in a proration of fees.
5.3 Except in the case of a material breach of this agreement by Goal Graphics, Goal Graphics
does not issue refunds of any fees for any reason.
6. DELAYS AND COMPLAINTS
6.1. In the event that the Client proves that the Services are delayed or not in accordance with the Contract, the
Company shall be obliged to remedy or redeliver, at its own discretion, without undue delay. In the event that the
Services continue to be not in accordance with the Contract after reasonable attempts have been made to remedy this,
the Client shall be entitled to cancel the Order in accordance with clause 11.2 a), provided that the breach is material.
6.2. Complaints concerning delays or breach of Contract shall be submitted immediately after the time when the
Client became or should have become aware of the matter. If the Client fails to bring the defect (unless by its very
nature it is impossible to ascertain within such a period) to the attention of the Company within 48 hours the Client
shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach
6.3. The Client hereby acknowledges that certain Services rely upon goods and/or services being provided by third
parties („Third Party Services‟). The Client acknowledges that the Third Party Services will be governed by that
third parties‟ terms and conditions and that the Company cannot provide any warranties in respect of the Third
Party‟s Services and will not be liable to the Client for any delays and/or failings in respect of the same.
6.4. The Company‟s only responsibility in respect of the Third Party Services is to take reasonable care and skill
when selecting the providers of the same.
6.5. The Client‟s exclusive remedies for late delivery or Services not conforming with the Contract are as specified in
this clause 8 and, if the remedies set out in these Terms have been exhausted, the Client‟s final remedy is limited to
cancellation of the Contract and the Company‟s sole liability is to refund any payments for Services not conforming
with the Contract, subject to the limitations set out in clause 9 below.
7.1. Except as expressly stated in this Clause 7, the Company shall have no liability to the Client for any loss or
damage whatsoever arising from or in connection with the provision of the Services or for any claim made against the
Client by any third party.
7.2. Without prejudice to the generality of Clause 7.1 above, the Company shall have no liability for any losses or
damages which may be suffered by the Client whether the same are suffered directly or indirectly or are immediate or
consequential which fall into the following categories:
a) Any indirect or consequential loss arising under or in relation to the Contract even though the Company was
aware of the circumstances in which such loss could arise;
b) Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;
c) Loss of data; Loss of search engine rankings; Loss of website traffic; Loss of followers; Loss of access to social
7.3. To the extent such liability is not excluded by sub-clauses 7.1, 7.2 and clause 8 below, the Company‟s total
liability (whether in contract, tort (including negligence or otherwise)) under or in connection with the Contract or
based on any claim for indemnity or contribution (including for damage to tangible property) or otherwise will not in
any event exceed the total sum invoiced for the Services.
8. OTHER LIMITATIONS OF LIABILITY
8.1. The Company shall not be liable for downtimes, interference in the form of hacking, virus, disruptions,
interruptions, faulty third-party software, search engines or websites on which a service is dependent or other
deliveries from a third party. The Company shall use its reasonable efforts to assist in remedial efforts if so requested
by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately
in accordance with these Terms or (at the Company‟s discretion) the Company‟s price list applicable from time to
8.2. The Company shall not be liable for any changes made without notice by the Client or a third party employed by
the Client to domain names, websites, content, links, technical setup etc. and affecting the Services delivered by the
Company. Preceding or subsequent work connected with any adjustments required as a result of such changes shall
be charged to the Client in accordance with these Terms or on the basis of the Company‟s price list applicable from
time to time at the Company‟s discretion.
8.3. The Company shall use all reasonable endeavours to deliver Services relating to social media marketing, content
sharing, blogging and user engagement in accordance with the guidelines applicable to the relevant websites and
social media platforms. However, the Company shall not be liable for delays or deteriorating performance due to
changes made to standard terms, algorithms, account functionality, account availability, search results, viewing
policy, prices or other matters beyond the Company‟s control and reserves the right to make changes to Services as a
result of the same. In addition, the Company shall not be liable for other changes or discontinuation of social media
platforms‟ services or third party services.
8.4. The Company shall not be liable for Services lead to a certain volume of traffic, number of clicks, likes, follows,
registrations, purchases or the like.
8.5. The Company shall not be responsible for profiles or their content streams dropped or excluded by a search
engine or social media site for any reason.
8.6. If the Client does not implement some or all of the Company‟s recommendations, the Company shall not bear
any liability for any lack of success experienced by the Client relating to the Services.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights when
they provide any text, image or representation (“Materials”) to the Company for incorporation into the Services and
the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable license to the Company to use
such Materials for the purposes of providing the Services for the duration of the Contract.
9.2. The Client shall be responsible for ensuring that the contents of Materials which the Client has contributed or
approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. The
Company shall be entitled to reject and delete such material without incurring any liability. In addition, the Company
shall be entitled to cancel the Order.
9.3. The Client shall indemnify the Company against all damages, losses and expenses suffered or incurred by the
Company as a result of the Materials which the Client has contributed or approved being in contravention of
legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual Property Rights of
a third party.
9.4. The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as
9.5. Unless expressly stated otherwise in these Terms or in an Order, the Intellectual Property Rights created,
developed, subsisting or used in connection with the Services and whether in existence at the date hereof or created in
the future shall vest in and be the property of the Company or the relevant third party from whom the Company has
acquired a right of use with a view to executing the Order. The Client agrees to execute and deliver such documents
and perform such acts as may be necessary from time to time to ensure such Intellectual Property Rights rest in the
9.6. The Intellectual Property Rights as mentioned in Clause 9.2 shall not be used, assigned, distributed, copied,
forwarded to online or offline activities by the Client without a separate, express written agreement.
9.7. If the Company makes software subscriptions, processes or content available to the Client as part of the execution
of an Order, the Client shall only acquire a non-exclusive personal non-transferable license to use such material until
the Services under this agreement cease.
9.8. The Client hereby irrevocably licenses the Company to use and display the Client‟s name, figure, logo etc. as a
reference on the Company‟s website, other marketing materials or types of media whilst they are a Client of the
Company and for 18 months after the Contract terminates. The Client agrees to send the Company its most recent
logo or figure as and when it is amended from time to time.
10. CONFIDENTIALITY AND PERSONAL DATA
10.1. A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications,
inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party
by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information
concerning the Disclosing Party‟s business or its products or its services which the Receiving Party may obtain. The
Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or
subcontractors as need to know it for the purpose of discharging the Receiving Party‟s obligations under the Contract,
and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality
corresponding to those which bind the Receiving Party. This clause shall survive termination of the Contract.
10.2. During the term of the Contract and for a period ending 3 years from the date of its conclusion, the Company
shall take the same care as the Company uses with its own confidential information, to avoid, without the Client‟s
consent, the disclosure to any third party (except a subcontractor working on the Services who is subject to similar
undertakings of confidentiality) of any of the Client‟s business or operational information which the Client has
designated as confidential.
10.3. The obligation in Clause 10.2 shall not apply to any information which is or becomes publicly available
otherwise than through a breach of this agreement, is already or rightly comes into the Company‟s possession without
an accompanying obligation of confidence, is independently developed by the Company, or which the Company is
required to disclose by law.
10.4. During the term of the Contract and for a period ending 3 years from termination thereof, the Client will not
disclose to any persons within its organization that do not have a need to know, or to any third party, any information
and non Client materials provided by the Company concerning the method or approach the Company uses in
providing the Services.
10.5. Each party agrees to comply with its respective obligations under the Data Protection Act 1998.
10.6. The Client shall be obliged to indemnify the Company for any loss, including costs incidental to legal
proceedings, suffered by the Company as a result of the processing of personal data which the Client has contributed
being in contravention of the Data Protection Act 1998 or any other law. The parties shall be obliged to notify the
other party without undue delay of any claims raised against a party as described in the present clause.
11. TERM, TERMINATION AND ASSIGNMENT
11.1. The Contract shall renew automatically for a further term (of either one month or one year depending on the
subscription option chosen) at the end of each completed subscription term unless and until either party notifies the
other of its wish to terminate the Contract at the expiry of the current subscription term by giving the other party at
least 10 business days‟ written notice to expire at the end of the current subscription term. Services will continue to be
provided until such time as the existing service subscription has been provided in full to the Client (ie. until the end of
the month or year for which the services have already been invoiced or been pre-paid by the client). Social Media
Packages are currently offered with a minimum six month term - the right to terminate services only comes into
effect once this minimum term has been completed.
11.2. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by
giving written notice to the other party if the other party:
a) commits a material breach of the Contract and (if such breach is remediable) fails to remedy that breach within
30 days of that party being notified in writing of the breach; or
b) becomes or is insolvent or is unable to pay its debts or (except for the purposes of a genuine amalgamation or
reconstruction a petition is presented or meeting convened or resolution passed the defaulting party or the defaulting
party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or has a
receiver, administrator, or administrative receiver appointed over all or any part of its assets or the defaulting party
ceases to carry on all or a substantial part of its business.
11.3. The Company shall, in addition to all other rights and remedies under these Terms be entitled to terminate this
Contract without notice in the event that any of its charges for the Services are not paid in accordance with these
11.4. Upon termination, for whatever reason, the parties shall be obliged to return all materials received from the
other pursuant to the Contract without undue delay and the Client shall cease to use any content, subscriptions,
processes or codes provided during the provision of the service. If the Client fails to do so, the Company shall be
entitled to invoice the Client in line with its then current terms and conditions for subsequent Services without such
invoicing amounting to a waiver of the Company‟s right to terminate the Contract.
11.5. The Client shall not be permitted to assign or transfer all or any part of its rights or obligations under the
Contract and these Terms without the prior written consent of the Company.
11.6. The Company shall be entitled to assign or subcontract any of its rights or obligations under the Contract and
these Terms and the Client acknowledges that certain elements of the Services will be provided by third parties.
12.1. The Company reserves the right to modify or discontinue, temporarily or permanently, the Services with or
without notice to the Client and the Company shall not be liable to the Client or any third party for any modification
to or discontinuance of these Services save for the return of any prepaid sums in connection with the provision of the
Services which are subsequently not provided.
12.2. The Company shall be free to provide its Services to third parties whether during or following the provision of
the Services to the Client.
12.3. During the term of the Contract and for a period of 12 months thereafter, the Client agrees not to employ or
engage or offer to employ or engage anyone designated by the Company to work on the Services.
12.4. The failure of either party to enforce or to exercise at any time or for any period of time any right pursuant to
these Terms does not constitute, and shall not be construed as, a waiver of such terms or rights and shall in no way
affect that party‟s right later to enforce or to exercise it.
12.5. If any term of these Terms is found illegal, invalid or unenforceable under any applicable law, such term shall,
insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and shall in no way affect
the legality, validity or enforceability of the remaining Terms which shall continue in full force and effect and be
binding on the parties to the Contract.
12.6. The Company may from time to time make any valid alteration to or variation of these Terms by publishing the
revised Terms on its website and informing the Client by electronic mail that the Terms have been modified.
Continued use of the services constitutes acceptance of the revised Terms by the Client
12.7. A person who is not a party to the Contract shall not have any rights under or in connection with it.
12.8. All notices must be in writing to Goal Graphics, 7122 Amigo Avenue, Studio 205, Los Angeles, CA 91335
or such address as is advised by the Company.
13. WARRANTY DISCLAIMERS
Goal Graphics EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING OR
RELATED TO THIS AGREEMENT, THE SERVICES OR ANY MATERIALS OR ASSISTANCE PROVIDED TO
CLIENT, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF
MERCHANTABILITY, COURSE OF PERFORMANCE OR DEALING, TRADE PRACTICE, TITLE, NONINFRINGEMENT,
AND FITNESS FOR A PARTICULAR PURPOSE.
Client will indemnify and hold harmless Goal Graphics and its customers, suppliers, directors, officers,
agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without
limitation, reasonable attorneys` fees) arising out of or relating to any breach by Clients of any of the terms of this
15. LIMITATION OF LIABILITY
Goal Graphics SHALL NOT BE LIABLE TO CLIENT OR ANY ENTITY OR PERSON CLAIMING
THROUGH OR UNDER CLIENT FOR ANY LOSS OF PROFIT OR INCOME OR OTHER INDIRECT,
CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, WHETHER IN AN ACTION FOR CONTRACT
OR TORT, IN CONNECTION WITH THIS AGREEMENT, EVEN IF Goal Graphics HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Goal Graphics
LIABILITY TO CLIENT HEREUNDER EXCEED THE AMOUNT PAID TO Goal Graphics BY
CLIENT FOR THE PREVIOUS ONE (1) MONTH OF SERVICES. THIS LIMIT IS CUMULATIVE AND THE
EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THE LIMIT. CLIENT ACKNOWLEDGES
THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL ELEMENT OF THE BARGAIN
BETWEEN THE PARTIES AND IN THEIR ABSENCE THE TERMS AND CONDITIONS OF THIS
AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter
hereof. This Agreement may be amended from time to time in Goal Graphics sole discretion. An email
communication sent to Client‟s last known email address will be deemed sufficient notice of any such changes in this
Agreement. This Agreement shall be binding upon and inure to the benefit of the parties` successors and permitted
assigns; provided however, that Client may not assign this Agreement, in whole or in part, without Goal Graphics prior written consent and any assignment by Client without such consent shall be null and void. This Agreement
shall be governed by and interpreted in accordance with the laws of the state of California without regard to its rules
pertaining to conflict of laws. Any litigation or dispute resolution related to this Agreement shall take place in
Los Angeles County, and the parties hereby consent to the jurisdiction of the state and federal courts located
therein. Except as otherwise expressly set forth herein, any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, in the English language, and sent via U.S. Certified Mail, return receipt
requested. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable,
that provision will be severed only to the extent minimally necessary, and the remaining provisions of this Agreement
will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver
of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
16. ENTIRE AGREEMENT
The parties acknowledge and agree that the Contract supersedes any prior agreement, understanding or arrangement
between the parties, whether made orally or in writing and constitutes the entire agreement between the Company and
the Client relating to these Services. Therefore, except as expressly provided, all other conditions and warranties
(implied, statutory or otherwise) are hereby excluded to the fullest extent permitted by law.