Terms & Conditions

1. Definitions

In these Terms, the following definitions apply:

• "Unicorn", "we", "us" — Unicorn United Ltd, the company providing the Services.
• "Client", "you" — the company or individual that accepts a Proposal.
• "Agreement" — the accepted Proposal, these Terms, and any Statement of Work, together.
• "Proposal" — the written proposal describing the Services, Fees, and timelines, accepted by the Client.
• "Services" — the brand strategy, validation, design, and related consultancy services set out in the Proposal.
• "Deliverables" — the outputs produced by Unicorn for the Client under the Agreement.
• "Fees" — the professional service fees payable as set out in the Proposal.
• "Pass-through Costs" — third-party costs including media spend, panel fees, software licences, and similar, incurred on the Client's behalf.
• "Confidential Information" — any non-public information disclosed by one party to the other in connection with the Agreement.
• "Effective Date" — the date the Client accepts the Proposal.

2. The Agreement

2.1 The Agreement comes into effect on the Effective Date and continues until the Services are completed or the Agreement is terminated under clause 11.

2.2 Acceptance of the Proposal — by electronic signature, written confirmation, or the submission of the approval form on the Proposal page — constitutes acceptance of these Terms.

2.3 No amendment to the Agreement is valid unless agreed in writing by both parties.

2.4 These Terms prevail over any terms contained in the Client's purchase order or other document issued in connection with the Agreement, unless expressly agreed in writing by Unicorn.

3. Services

3.1 Unicorn will perform the Services with reasonable care and skill and in accordance with generally accepted industry standards for brand consultancy services.

3.2 Unicorn will use commercially reasonable efforts to meet timelines stated in the Proposal, but time is not of the essence unless expressly agreed in writing.

3.3 Unicorn may use subcontractors, freelancers, or partner agencies to deliver the Services and remains responsible for their performance.

3.4 The Services are advisory. Unicorn does not guarantee any specific business outcome, commercial result, or return on investment.

4. Fees, Invoicing and Payment

4.1 Professional Service Fees. Unless the Proposal states otherwise, professional service fees are invoiced in two instalments per phase: 50% at the start of the phase and 50% on completion of that phase.

4.2 Pass-through Costs. Media spend, survey panel fees, and other pass-through costs are invoiced in full on booking, before the relevant campaign or activity commences.

4.3 Conditional Phases. Where the Proposal specifies that a phase is conditional on a validation threshold or similar trigger, that phase is only invoiced if and when the condition is met.

4.4 Payment Terms. All invoices are payable within 7 days of the invoice date (Net 7), by bank transfer to the account specified on the invoice.

4.5 VAT. All Fees are exclusive of VAT, which will be charged at the prevailing rate where applicable.

4.6 Late Payment. Where invoices are not paid by the due date, Unicorn is entitled to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% above the Bank of England base rate, together with compensation and reasonable recovery costs permitted under that Act.

4.7 Suspension. Unicorn may suspend the Services with immediate effect where any undisputed invoice remains unpaid for more than 14 days after the due date.

4.8 Expenses. Pre-approved expenses reasonably incurred in delivering the Services (travel, accommodation, specialist software, etc.) will be invoiced at cost.

5. Intellectual Property

5.1 Client Materials. The Client retains ownership of all materials it provides to Unicorn ("Client Materials"). The Client grants Unicorn a non-exclusive, royalty-free licence to use Client Materials solely for the purpose of delivering the Services.

5.2 Deliverables. Subject to receipt of all Fees due under the relevant phase, Unicorn assigns to the Client, with full title guarantee, all right, title, and interest in the bespoke Deliverables produced specifically for the Client under the Agreement.

5.3 Background IP. Unicorn retains ownership of all pre-existing materials, methodologies, frameworks, tools, templates, know-how, and proprietary systems used to deliver the Services (including but not limited to the Playable Brand System, Start Your Story, and any validation methodology), together with any improvements or developments to them. Unicorn grants the Client a perpetual, non-exclusive, royalty-free licence to use such Background IP solely to the extent incorporated into the Deliverables and for the Client's internal business purposes.

5.4 Third-Party Materials. Third-party materials (including stock photography, fonts, music, and software) are licensed subject to their own terms. Unicorn will notify the Client of any material third-party licence that the Client must acquire or maintain.

5.5 Portfolio Use. Unicorn may use the Client's name, logo, and a description of the work performed (including non-confidential Deliverables) for promotional purposes, including in its portfolio, case studies, website, award submissions, and social media. The Client may opt out of specific portfolio use by written notice.

5.6 Moral Rights. To the extent assignable by law, the parties waive their moral rights in the Deliverables.

6. Client Warranties and Indemnity

6.1 The Client warrants that: (a) it has the right to provide all Client Materials to Unicorn and that such use by Unicorn will not infringe the rights of any third party; (b) the Client Materials comply with applicable laws; and (c) the Client has the authority to enter into the Agreement.

6.2 The Client indemnifies Unicorn against all losses, damages, costs, and expenses (including reasonable legal fees) arising from any breach of the warranties in clause 6.1.

7. Confidentiality

7.1 Each party will keep the other's Confidential Information confidential and will not disclose it to any third party without the other party's prior written consent, except to employees, subcontractors, or professional advisers who need to know it and are bound by equivalent obligations of confidence.

7.2 The obligations in clause 7.1 do not apply to information that: (a) is or becomes publicly available through no breach of the Agreement; (b) was already known to the receiving party without obligation of confidence; (c) is independently developed; or (d) must be disclosed by law or court order.

7.3 Obligations of confidentiality continue for 3 years following termination or expiry of the Agreement.

8. Data Protection

8.1 Each party will comply with its respective obligations under the UK General Data Protection Regulation and the Data Protection Act 2018 ("Data Protection Laws").

8.2 Where Unicorn processes personal data on behalf of the Client in delivering the Services, Unicorn acts as a data processor and the Client acts as the data controller. The parties will enter into a separate Data Processing Agreement where required by Data Protection Laws.

8.3 Unicorn will implement appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or alteration.

8.4 The Client warrants that it has a lawful basis for any personal data provided to Unicorn and that appropriate notice has been given to data subjects.

9. Approvals, Revisions and Change Requests

9.1 Deliverables are submitted to the Client for review at the milestones set out in the Proposal. The Client will provide written feedback within 5 working days. Where no feedback is received within that period, the Deliverable is deemed accepted.

9.2 Revisions are included as specified in the Proposal. Revisions beyond the scope stated in the Proposal, or changes to previously-approved Deliverables, are treated as Change Requests.

9.3 Change Requests must be made in writing. Unicorn will respond with a revised scope, timeline, and Fee quote. No Change Request takes effect until accepted by both parties in writing.

10. Warranties and Limitation of Liability

10.1 Unicorn warrants that it will perform the Services with reasonable care and skill. Except as expressly set out in the Agreement, all warranties, conditions, and representations, whether express or implied by statute, common law, or otherwise, are excluded to the fullest extent permitted by law.

10.2 Unlimited liability. Nothing in the Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.

10.3 Excluded loss. Subject to clause 10.2, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (a) loss of profits; (b) loss of business or revenue; (c) loss of anticipated savings; (d) loss of or damage to goodwill or reputation; (e) loss of data; or (f) indirect, consequential, or special loss.

10.4 Cap on liability. Subject to clauses 10.2 and 10.3, each party's total aggregate liability arising out of or in connection with the Agreement is limited to the total Fees paid or payable by the Client to Unicorn under the relevant Proposal in the 12 months preceding the event giving rise to the claim.

11. Termination

11.1 Either party may terminate the Agreement for convenience on 14 days' written notice to the other.

11.2 Either party may terminate the Agreement with immediate effect by written notice where the other party: (a) commits a material breach that is not remedied within 14 days of written notice requiring remedy; (b) enters administration, liquidation, or similar insolvency process; or (c) ceases to carry on business.

11.3 On termination: (a) the Client will pay all Fees and Pass-through Costs for Services and Deliverables completed or in progress up to the termination date, plus any unavoidable costs committed on the Client's behalf; (b) Unicorn will deliver all work-in-progress and completed Deliverables for which Fees have been paid; and (c) each party will return or destroy the other's Confidential Information on written request.

11.4 Clauses that by their nature should survive termination — including clauses 4 (Fees), 5 (IP), 6 (Warranties and Indemnity), 7 (Confidentiality), 10 (Liability), and 15 (Governing Law) — will continue in force after termination.

12. Force Majeure

12.1 Neither party is liable for delay or failure to perform its obligations (other than obligations to pay money) to the extent caused by events beyond its reasonable control, including acts of God, war, civil unrest, strikes (other than involving its own workforce), pandemics, government action, or failure of utilities or telecommunications networks.

12.2 Where a force majeure event continues for more than 60 days, either party may terminate the Agreement by written notice.

13. Non-Solicitation

13.1 During the Agreement and for 12 months after termination, the Client will not directly solicit for employment or engagement any employee, contractor, or subcontractor of Unicorn who has been materially involved in delivering the Services, without Unicorn's prior written consent.

13.2 Where the Client breaches clause 13.1, the Client will pay Unicorn a sum equivalent to 30% of the individual's annual salary or engagement fee, as liquidated damages, which the parties agree is a genuine pre-estimate of loss.

14. General

14.1 Notices. Notices under the Agreement must be in writing and sent by email to: (a) Unicorn at dl@unicornunited.co; or (b) the Client at the email address stated on the Proposal approval form. Notices are deemed received on the next working day after sending.

14.2 Assignment. Neither party may assign the Agreement without the other's prior written consent, which will not be unreasonably withheld. Unicorn may assign to a successor in connection with a corporate reorganisation or sale of the business.

14.3 Entire Agreement. The Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, representations, and agreements in relation to its subject matter.

14.4 Severability. If any provision of the Agreement is held unenforceable, the remaining provisions remain in full force and effect.

14.5 Waiver. No failure or delay in enforcing a right operates as a waiver of that right.

14.6 No partnership. The Agreement does not create a partnership, joint venture, agency, or employment relationship between the parties.

14.7 Third-party rights. A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

14.8 Counterparts and electronic signature. The Agreement may be executed in counterparts and by electronic signature, each of which will be deemed an original.

15. Governing Law and Jurisdiction

15.1 The Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) are governed by and construed in accordance with the laws of England and Wales.

15.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute arising out of or in connection with the Agreement.

15.3 Dispute Resolution. Before commencing court proceedings (other than for interim or injunctive relief), the parties will attempt in good faith to resolve any dispute through direct negotiation between senior representatives for at least 14 days.