Terms & Conditions
The following terms and conditions shall apply and govern the terms of the Estimate for Services and the provision of all Services carried out by Goodwille Limited (Registered no. 02126896) (hereinafter “Goodwille” “we” or “us”).
1. In these Terms and Conditions
1.1 In these Terms and Conditions,
‘Agreement’ means the agreement for the provision of the Services and which comprises the Estimate for Services and these Terms and Conditions;
‘Average Monthly Fee’ means the sum of all the Fees payable to Goodwille for the three months immediately before the date that notice of termination is given in accordance with these Terms and Conditions, divided by three;
‘Buyer’ means the Client’s purchaser of goods/stock as outlined under the Order Handling service;
‘Client’ or ‘you’ means a person who Goodwille agrees to provide its Services to as may be specified in the Estimate for Services;
‘Confidential Information’ means, in relation to either party, any information which is disclosed to that party by the other party under or in connection with this Agreement, whether orally or in writing or by any other means, and whether or not the information is expressly stated to be confidential or marked as such including, without limitation, any trade secrets or any information relating to the business affairs or clients of the other;
‘Estimate for Services’ means the estimate for services or service agreement provided by Goodwille to the Client, which sets out the Services to be provided to the Client, the Fee, the Hourly Rate, and any additional terms agreed between Goodwille and the Client;
‘Fee’ means the fee payable by the Client for the Services as specified in the Estimate for Services and any additional fees for Services provided by Goodwille to the Client;
‘Hourly Rate’ means the higher hourly rate as set out in the Estimate for Services at which employees of Goodwille are charged out to the Client pursuant to clause 3.8 below;
‘Intellectual Property Rights’ all intellectual property rights whether currently in existence or otherwise and whether vested or contingent, including copyright, database right, trademarks, design rights, utility models, logos, trade secrets, know-how, confidential processes and information, inventions, discoveries and improvements, trading and business names, rights in internet domain names (in each case whether registered or not and including applications for registration thereof);
‘Order Handling’ means the processing of UK orders on behalf of the Client to Buyers and forwarding on to the Client’s existing warehouse operation. In addition may include handling the Client’s customer queries regarding stock levels, delivery times, and return policies;
‘Services’ means the services to be provided by Goodwille to the Client as specified in the Estimate for Services and pursuant to these Terms and Conditions;
‘Third Party Services’ means services provided by third parties from time to time (including but not limited to Readsoft, BreatheHR, ePayslips, Xero and Webexpenses) which the Client may access through Goodwille,com and/or through the Third Party Service website;
‘Terms and Conditions’ means Goodwille’s standard terms and conditions set out in this document and includes any special terms agreed in writing between the Client and Goodwille;
‘writing’, and any similar expression, includes facsimile transmission, and electronic mail or other forms of electronic communication.
1.2 A reference in these Terms and Conditions to a provision of a statute shall be construed as a reference to that provision as amended, re- enacted or extended at the relevant time.
1.3 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
2.1 All Services to be carried out by Goodwille for the Client will be governed by these Terms and Conditions.
2.2 No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Client and Goodwille which must be a person of at least director or manager status.
2.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, Estimate for Services, invoice or other document or information issued by Goodwille shall be subject to correction without any liability on the part of Goodwille.
2.4 The Client shall at its own expense supply Goodwille with all necessary documents or other materials, and all necessary data or other information relating to the Services, within sufficient time to enable Goodwille to provide the Service in accordance with the Agreement.
2.5 Goodwille reserves the right to close for business on certain business days over the Christmas period at Goodwille’s entire discretion subject to Goodwille notifying the Client in writing in advance. During this period of closure, Goodwille reserves the right at its absolute discretion suspend the provision of the Services or provide restricted Services to the Client as notified to the Client in advance in writing.
3. Fees for the Services
3.1 The Client shall be liable to pay the Fees in full (without set-off, counter claim or retention) on the due date for payment.
3.2 Unless expressly stated otherwise, all Fees are exclusive of UK VAT or any similar duty or tax, which will be added to all invoices if applicable.
3.3 The Estimate for Services shall specify when the Fees shall be payable by the Client and, in particular, whether the Fees are payable in advance of the provision of the Services or upon receipt of an invoice from Goodwille.
3.4 Disbursements incurred by Goodwille on the Client’s behalf are payable in addition to the Fees.
3.5 Order Handling orders are subject to the cost of packing and carriage to the Buyer’s nominated address in mainland UK by Goodwille’s standard method of transportation. Any requests from the Buyer for delivery outside mainland UK or other than by Goodwille’s normal method of transportation are subject to Goodwille’s prior agreement and shall entitle Goodwille to adjust the price and delivery terms accordingly.
3.6 Order Handling postage and packaging will be recharged at cost plus 10% to the Client. The cost of special packaging, if agreed or deemed necessary by Goodwille, shall be an additional charge.
3.7 The Fees payable in advance shall not be subject to any refund in the event of termination of this Agreement by the Client except at Goodwille’s sole discretion.
3.8 Goodwille reserves the right to charge a higher Hourly Rate, as defined in the Estimate for Services, for time incurred when performing urgent services as requested by the Client. Urgent services are defined as those whereby the Client requests an actioned response within 48 hours.
3.9 Goodwille will accept instructions for Services, including other Services not outlined in the Estimate for Services, from the Client’s main person of contact or the deemed main person of contact. Goodwille will charge for these Services at the agreed Fee or the applicable Hourly Rate. The main person of contact may be a person other than a director or manager.
3.10 Goodwille reserves the right to alter the Fees from time to time.
3.11 We reserve the right to request the Client to pay a retainer to Goodwille prior to providing any Services. Any money received from the Client on account will be held in a separate client account which is segregated from Goodwille’s account. Any repayment of the retainer during the term of this Agreement will be at the discretion of Goodwille and the Client will not have the right to set-off any outstanding payments due to Goodwille against the retainer unless agreed in writing with Goodwille. Goodwille will repay the retainer to the Client on the termination of this Agreement provided that no sums are outstanding to Goodwille. Goodwille may utilise the retainer to pay any sums that are due to it under this Agreement at its discretion.
4. Terms of payment, penalties for late payment
4.1 Unless otherwise agreed in writing, the payment terms are strictly 30 days from the date of issue of Goodwille’s invoice. The time of payment of an invoice shall be of the essence of the Agreement. Receipts for payment will be issued only on request.
4.2 Goodwille reserves the right to charge interest at the rate of 4% (four per cent) over the Barclays Bank Plc base rate from time to time on any unpaid invoices (both before and after any judgment). This interest will be charged on a per annum basis calculated daily. Should a payment remain unpaid, we may take legal action to recover the late payment.
4.3 We reserve the right to charge for costs and expenses incurred in recovering late payments, including but not limited to debt collection fees. Where payments have been made by the Client, on dates and in amounts different from those agreed by us, and we have as a result of fluctuating exchange rates at the date of conversion suffered exchange rate losses in excess of 5% (five percent) of the sums due, we reserve the right to charge additional amounts to cover such costs.
4.4 We may, at our discretion, accept payment by credit card. If we do then it is on the basis that the Client will be charged a handling fee of up to 4% of the value of the invoice (including VAT).
4.5 The Client shall pay all bank charges incurred by Goodwille.
4.6 Goodwille reserves a right to claim payment in advance of the provision of the Services.
4.7 The deadline for instructions by the Client for Goodwille to make payments on its behalf is 12pm on the same day of the payment. All instructions received after 12pm are considered and charged as urgent pursuant to clause 3.8.
4.8 Goodwille reserves the right to suspend the provision of the Services or terminate the Agreement to the Client in accordance with clause 11.5.
4.9 Goodwille is entitled to retain the Client’s files, records and/or documents if any Fees or other sums payable to Goodwille under these Terms and Conditions are outstanding. Goodwille is also entitled to charge the Client for storage costs at Goodwille’s standard rates whilst such files, records and/or documents are being retained in accordance with this clause.
5. Claims and complaints concerning invoices
The Client must notify Goodwille in writing of any claims and complaints related to Goodwille’s invoices within seven days from the date of issue of the invoice.
6. Obligations and responsibilities
6.1 Goodwille performs its duties in accordance with the Client’s instructions as far as practicable and reasonable. As part of the provision of certain Services, Goodwille may be responsible for making payments on behalf of the Client. The payment instructions received will follow the established procedure agreed between the Client and Goodwille. Goodwille will not be held liable for any failure by the Client to adhere to the agreed procedure or for any inaccurate information provided by the Client.
6.2 Whilst Goodwille will use reasonable endeavours to keep to any agreed delivery dates as outlined in the Order Handling service , Goodwille accepts no liability whatsoever for any loss or damage resulting from delay however caused nor shall late delivery or non-delivery be a basis for cancellation of any order by the Buyer. Goodwille may make part deliveries. No partial delivery shall affect the Buyer’s obligation to pay for any other part of the order. Goods shall be signed for on receipt. Any alleged discrepancy in delivery must be notified to Goodwille within 24 hours of receipt of the goods.
6.3 Goodwille Internet or Network: Goodwille does not make any representations as to the security of the Goodwille Network (or the internet) or of any information that the client places on it. The Client should adopt whatever security measures (such as encryption) it believes are appropriate to its circumstances. Goodwille cannot guarantee that a particular degree of availability will be attained in connection with the Client’s use of Goodwille’ network (or the internet). The Client’s sole and exclusive remedy of such failure by Goodwille within a reasonable time after written notice.
6.4 Client’s obligations:
The Client shall:
(i) Provide Goodwille accurately and within a reasonable period with all such information and documents as shall be required to enable us to provide the Services in accordance with the Agreement and notify us promptly of any change to the Client’s contact details (including its postal address) for correspondence.
(ii) Promptly pay to us all sums which are or shall be payable in connection with the performance of the Services by us.
(iii) Not take any action, which could or might cause Goodwille or its employees to be in breach of any law or regulation or be placed under any liability in the United Kingdom or any other country or jurisdiction.
(iv) Indemnify us from and against all costs, claims, expenses and liabilities arising out of or in consequence of the performance of the Services or any other work undertaken or other services provided by Goodwille or by reason of us holding the office of director or company secretary of the Client including without limitation any penalties, financial expenses, liabilities, and costs, except where such loss is caused by negligence on our part.
(v) As per the Order Handling service the Client, or the Buyer, must notify Goodwille in writing of the alleged defects and shall, at Goodwille’s option, return the goods and packing at its own expense to Goodwille, or where so directed, hold the goods and packing for inspection by Goodwille. If the goods are proved to have been defective at the time of delivery the Client will undertake to arrange for the repair or replacement of such defective goods free of charge
(vi) Notify Goodwille of any changes to the main person of contact or the deemed main person of contact for receiving instructions to undertake any Services.
(vii) Insure and maintain such insurance with reputable and responsible insurers in such manner and to such extent as is reasonable and customary for an enterprise engaged in the same or similar business and in the same or similar localities against such risks and contingencies against which insurance is typically taken out.
(viii) Notify Goodwille of any other service provider or employees who may be currently undertaking any of the proposed Services within the UK and may fall within the definition of a relevant transfer for purposes of TUPE.
6.5 Goodwille’s obligations
(i) Under our professional code of conduct act at all times with honesty, integrity and discretion, and act in the best interests of the Client as far as practicable and reasonable.
(ii) Liaise, as we consider necessary with the relevant professional advisers or authorities.
(iii) Whenever desirable and practicable seek the Client’s instructions before taking action.
7. Limitation of Liability
7.1 Goodwille shall not be liable for any loss or damage, however caused, unless such a loss, damage, costs, expenses or other claims for compensation result from the failure by Goodwille to exercise reasonable care and skill in providing the Services. Goodwille is not liable for loss or damage which could not have been avoided by the exercise of such reasonable care and skill.
7.2 If any material errors or omissions are detected in the Services provided, the Client must within reasonable time notify Goodwille thereof and Goodwille is required to correct the material error or omission free of charge as soon as possible. If the Client fails to notify Goodwille of any material error or omission that it has, or should reasonably have detected, or the error or omission is not notified within a reasonable time after detection, the Client will have no right to make any claims against Goodwille based on such an error or omission.
7.3 Except in respect of death or personal injury caused by Goodwille’s negligence, Goodwille shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Agreement, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Goodwille, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client, and the entire liability of Goodwille under or in connection with the Agreement shall not exceed the Fees actually received by Goodwille from the Client.
7.4 Whilst Goodwille will use reasonable endeavours to keep to any agreed delivery date as per the Order Handling service, it accepts no liability whatsoever for any loss or damage resulting from delay however caused nor shall late delivery or non-delivery be a basis for cancellation of any order by the Buyer.
7.5 Goodwille shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any materials or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
7.6 The Client further acknowledges that Goodwille may be granted access to the Client’s bank account, remote servers and other computer systems as part of the provision of the Services and that, as such, Goodwille shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from the Client granting such access to Goodwille, to fullest extent permitted by law.
7.7 The Client shall indemnify Goodwille in full for and against all claims, costs, expenses or liabilities whatsoever and howsoever arising incurred or suffered by Goodwille including without limitation all legal expenses and their professional fees in relation to the termination by the Client of the employment of any of its employees who may be subject to a transfer as outlined in Clause 6.4 (viii); and any claim made at any time by any employee of the Client by virtue of the Employment Regulations
7.8 Goodwille reserves the right to change its registered office or trading address and provided that it has given the Client at least six months’ prior to notice, Goodwille shall have no liability for any loss, damage, costs, expenses or any liability whatsoever incurred by the Client or any other person as a result of the change
7.9 Except as otherwise provided in these Terms, all warranties, conditions or other terms implied by statute or common law as to the quality, fitness for any purposes or correspondence with description of any of the Services or otherwise are excluded to the fullest extent permitted by law.
7.10 In relation to the Third Party Services all warranties, conditions and other terms are implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement and neither Goodwille nor any third party shall be liable for any damages whether direct, indirect, incidental or consequential, as a result of the use or of or inability to use the Third Party Services.
All Confidential Information, coming to the attention of either party must be held in confidence. The parties will have to ensure that their employees, officers or representatives undertake this obligation.
9. Information security
9.1 The Client acknowledges and agrees that Goodwille (and its sub-contractors and agents) will use and process personal information held about the Client for the purpose of providing its Services and products to the Client, and for its own market research and credit control purposes. The information held may also be used to inform the Client about Goodwille’s services and products, legal developments and events, which we believe may be of interest to the Client.
9.2 Goodwille shall take appropriate organisational and technical security measures to safeguard the personal data supplied by the Client.
9.3 It may be necessary in the provision of our Services to the Client to pass personal information to parties located outside of the European Economic Area in countries which do not have data protection laws equivalent to those in the UK. In these circumstances Goodwille will take reasonable steps to ensure the privacy of the Client’s information. Except in the situations required or allowed by law or other regulation, or in the circumstances listed above, Goodwille will not pass, disclose, rent or sell your personal information (other than any personal information which is already publicly available) to any third party without your prior consent.
9.4 Each of us undertakes to comply with all legislation relating to data protection in the United Kingdom. Neither of us shall be liable to the other or any third party for the other’s failure to comply with such data protection legislation and each of us indemnifies the other against all claims, costs, expenses and/or other losses incurred by either of us as a result of the other’s failure to comply with such legislation.
9.5 You have the right, by written request and on payment of a small fee, to request a copy of any personal data, as defined in the Data Protection Act 1998, which Goodwille may hold about you.
10. Intellectual Property Rights
10.1 The Client shall have no rights in respect of any Intellectual Property Rights used by Goodwille in relation to the Services, including, without limitation, Intellectual Property Rights in and to any sales literature, brochures, or other literature, designs or material (“Goodwille Material”), or the goodwill associated with them, and the Client acknowledges that all those rights and goodwill are, and shall remain, vested in Goodwille.
10.2 All Intellectual Property Rights in any information, concepts, ideas, inventions, improvements, designs and know-how arising out of the provision of the Services whether (registerable or not) which may be conceived, developed or reduced into practice by Goodwille or its employees, servants or agents in the course of carrying out the Services shall be the sole and exclusive property of Goodwille.
10.3 Goodwille may grant to the Client a non-exclusive licence to use certain documents provided by Goodwille for which the Client has paid Goodwille a fee. This non-exclusive licence would be separately agreed.
10.4 The Client agrees not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any portion of the Services or products or Goodwille Material provided by Goodwille.
10.5 Third Party Services may be provided or made available to the Client on the basis that:
(i) the title, ownership right and Intellectual Property Rights (including design and appearance of websites and platforms on which Third Party Services are accessible) are owned by third parties and shall remain the property of such third parties and no licence or similar rights to them is granted to the Client;
(ii) the Client does not store, distribute or transmit any unlawful material (including copyrighted, trademarked or other proprietary material) through Third Party Services; and
(iii) the Client does not or purport to transfer or assign any rights given under this Agreement in relation to the Third Party Services.
11. Termination of the Agreement
11.1 Any notice of termination of the Agreement must be in writing. If such notice is sent by email or any other electronic communication, it will only be valid if it comes from an authorised person of the Client or Goodwille who is at least a director or manager;
11.2 Unless otherwise agreed, and subject to clause 11.3 and 11.4, either party may terminate the Agreement upon not less than six months’ notice in writing.
11.3 If Goodwille at its entire discretion accepts a shorter period of notice from the Client than as specified in clause 11.2, the Client will pay to Goodwille a termination payment equal to the Average Monthly Fee multiplied by three which will become due and payable on the termination date.
11.4 The Fees payable during each month of the period of notice given by either party in accordance with clause 11.2 shall be the higher of:
(i) the actual Fees incurred by the Client for each month of the notice period; and
(ii) the Average Monthly Fee.
11.5 Either party may terminate the Agreement with immediate effect by notice to the other party in case of:
(i) either party having a receiver or administrative receiver appointed of it or over any part of its undertaking or assets or passing a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction making an order to that effect or if the other party enters into any voluntary arrangement with its creditors or shall become subject to an administration order; or
(ii) a material breach of contract by one of the parties, or, in the case of a breach capable of remedy, a breach which has not been remedied after or within 30 days of being notified to the other party.
11.6 Goodwille may terminate the Agreement or suspend the provision of the Services with immediate effect by notice to the Client if any Fees invoiced by us to the Client are not paid in accordance with the payment terms and are overdue for payment.
11.7 Any Fees paid in advance shall be subject to clause 3.7.
Subject to the limitations on liability as set out in these Terms and Conditions, each party will be responsible for its employees’ or sub-contractors’ performance of its obligations hereunder.
13. Recruitment restriction
13.1. Neither party may, without the written consent of the other party, hire a person who is or has been employed by the other party in performing its duties hereunder, nor make any other arrangements for the acquisition of the work input of such person before six months have elapsed from the expiry or earlier termination of the Agreement.
13.2. Unless otherwise agreed, the party in breach of the recruitment restriction at clause 13.1 above must pay the other party in compensation an amount equivalent to six months’ earnings before taxes of such a person.
13.3. This restriction will not apply if either party as employer immediately terminates the employment of such person as referred to in 13.1 above upon notice from the other party requiring them to do so.
14. Retention and access to records
14.1 During the course of providing the Services to the Client, Goodwille will collect information from the Client and from others acting on the Client’s behalf. Whilst certain documents may legally belong to the Client, we intend to scan and/or copy all documents and destroy documents, which are not required in original format other than those which Goodwille considers to be of continuing significance. If the Client requires retention of any document the Client must notify us.
14.2 Documents which are required to be retained in original format but no longer required to be retained by Goodwille for the purpose of providing any Services, will be sent to the Client at the Client’s own cost plus an administration fee, unless a storage agreement is in place.
15. Force majeure
Goodwille shall not be liable for any delay or inability to perform the Services caused by reasons beyond the control of Goodwille (‘Force Majeure’), such as, without limitation, strike, lockout, fire, flood, terrorism, other accident or crisis, pandemics, damage caused by a natural catastrophe or failure of communications or power supply. Force Majeure circumstances also include, without limitation, any error or delay on the part of the authorities or a bank, defects in hardware, software, communication or data transmission lines, failure, suspension or disruption of data communications or connections, or any measures taken by the network operator.
16. Terms & Conditions of Advisers and other Third Parties
Goodwille may provide the Client with contact to independent professional external advisers, such as auditors, tax specialists and legal professionals, amongst others. If the Client enters into any agreement with any adviser or other third party, as a result of any referral by us to such adviser or third party, the Client agrees to abide by any terms and conditions relating to any such agreement between the Client and such adviser or other third party. Goodwille will not be held liable for any claims arising from any delay in obtaining information from these advisers or other third party or due to any negligence on the part of the adviser or other third party.
17. Contracts (Rights of Third Parties) Act 1999
For the purpose of section 1(2) of the Contracts (Rights of Third Parties) Act 1999, it is agreed that no term of this Agreement shall be enforceable by a third party.
18. Money Laundering
Under the Money Laundering Regulations we are required to obtain proof of identity from Clients for whom we act in connection with relevant financial business. Accordingly you may be asked to supply us with the necessary details. Goodwille reserves the right to not undertake any work before receiving satisfactory identification from the Client including of its company’s directors and controlling shareholders or any other party as required by Goodwille from time to time. In certain circumstances, we are required by law to report any evidence or suspicion of money laundering. We are also prohibited from notifying our Client of the fact that a report has been made and in certain circumstances we may decline to act for the Client until further notice.
19. Communication and Notices
19.1 Goodwille conducts a majority of its business electronically including communicating with Clients and providing the Services. Unless otherwise agreed, the Client will therefore provide an email address to Goodwille for this purpose and acknowledges that all documents to be provided by Goodwille to the Client will be provided in electronic format only. If the Client requires further copies in any other medium, it agrees that it will pay Goodwille’s administrative costs in providing such documents. Wherever possible, the Client agrees to provide any documents to Goodwille which are necessary to provide the Services in an electronic format.
19.2 Any notice given under this Agreement shall be in writing, sent for the attention of the person, and to the address, fax number or email as the relevant party may notify to the other party and shall be delivered personally, sent by fax or by pre-paid 1st class post or recorded delivery or by email (subject to clause 11.1). A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of post or recorded delivery, 48 hours from the date of posting and in the case of email, when an email is received (or on the next working day if it is received on a weekend or public holiday). To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted. .
20.1 No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
20.2 Every provision of the Agreement is separate and distinct from all of the other provisions and in the event that any provision of the Agreement is or becomes illegal, void or invalid, it shall not be construed against the other provisions, nor affect the legality and validity of the other provisions.
20.3 This Agreement, together with the documents referred to in it, constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between them relating to the subject matter of this Agreement.
20.4 In the event of any ambiguity or conflict between these Terms and Conditions and the terms of the Estimate for Services, the terms of the Estimate for Services shall prevail.
20.5 Nothing in this Agreement shall make either party the partner or agent of the other party.
20.6 Goodwille is a member of the group of companies whose holding company is Goodwille Limited, and accordingly Goodwille may perform any of its obligations or exercise any of its rights under the Agreement by itself or through any other member of its group.
21. Jurisdiction and applicable Law
This Agreement is governed by the laws of England. The Courts of England have non-exclusive jurisdiction.