Terms and Conditions of Business

This document sets out the terms upon which Goodwille Limited, will act on your behalf. Our contact details are set out below or are alternatively available on our website www.goodwille.com which includes our telephone numbers and email addresses.

By instructing Goodwille Limited to provide you with Services, you expressly agree to these terms and conditions (“Terms of Business”, and “Terms”) to the exclusion of all other terms and conditions, including your own standard terms and conditions of doing business.

1. ABOUT US

1.1 GOODWILLE LIMITED (company number 02126896) (“we”, “us” and the “Company”) is a company registered in England and Wales and our registered office is at 20 Red Lion Street, London,WC1R 4PQ. Our VAT number is 480725734. We operate the website https://goodwille.com/ (the “site”).

1.2 To contact us telephone our customer service team at 020 7795 8100 or e-mail hello@goodwille.com. How to give us formal notice of any matter under the Contract is set out in Clause 19.

1.3 We reserve the right to close for business on certain Business Days over, including but not limited to, the Christmas period at our sole discretion and we shall notify you in writing of our planned closures in advance. During this period of closure, we reserve the right at our absolute discretion to suspend the provision of the Services or provide restricted Services with prior written notice.

2. OUR CONTRACT WITH YOU

2.1 Introduction. These Terms of Business shall be incorporated by reference into any Service Order which you sign with us. The contract between us and you (the “Contract”) will comprise these Terms, the Service Order and any annexes thereto, and will cover the provision of the Services in accordance with these Terms.

2.2 Contract commencement. The Contract shall commence on the date when the Service Order has been countersigned by you the client, or, if earlier, from the commencement of provision of the Services by us, and shall continue, unless terminated in accordance with Clause 17, until either party gives to the other party six (6) calendar months’ prior written notice to terminate.

2.3 Entire agreement. The Contract constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.4 Language. These Terms and the Contract are made only in the English language.

2.5 Glossary. Please see the glossary in Clause 21 below which sets out the meanings of the definitions used in these Terms.

2.6 Your copy. You should print a copy of these Terms or save them to your computer for future reference.

3. OTHER TERMS THAT APPLY TO YOU

3.1 Privacy Policy can be found at https://goodwille.com/our-privacy-policy/; and

3.2 Cookie Policy can be found at https://goodwille.com/our-cookie-policy/.

4. SERVICES

4.1 The details of the Services provided to you are set out in your Service Order.

4.2 We will use all reasonable endeavours to meet any performance dates specified in writing, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

5. YOUR OBLIGATIONS

5.1 You shall:

5.1.1 pay the Fees in accordance with Clause 7;

5.1.2 in a timely manner provide us with:

a) all Documents;

b) all necessary co-operation in relation to the Contract; and

c) all necessary access to such information as may be required by us,

in order to provide the Services,

5.1.3 whenever appropriate, apply for and use your best endeavours to obtain any and all consents necessary for the provision of the Services and shall promptly supply copies of any that are obtained;5

5.1.4 without affecting your other obligations set out in these Terms, comply with all applicable laws and regulations with respect to your activities under the Contract;

5.1.5 carry all your other responsibilities as set out in the Contract in a timely and efficient manner;

5.1.6 ensure that any and all Authorised Personnel uses the Services in accordance with the Contract;

5.1.7 obtain and shall maintain all necessary licences, consents, and permissions necessary to enable us, including our contractors and agents, to perform our obligations under the Contract, including without limitation the Services;

5.1.8 ensure that your network and systems comply with the relevant specifications as may be provided to you from time to time; and

5.1.9 be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

5.2 You shall and shall procure that the Documents are prepared and uploaded on our site, and where necessary delivered to us in a timely manner.

5.3 After submitting the Documents for the provision of the Services, you may instruct the relevant Authorised Personnel to vary the Documents and you shall procure that any such variation is reflected in the Documents is promptly notified to us in writing.

5.4 It is your responsibility to ensure that:

5.4.1 your instructions are complete and accurate;

5.4.2 you co-operate with us in all matters relating to the Services;

5.4.3 you promptly provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

5.4.4 you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

5.4.5 you comply with all applicable laws;

5.4.6 you keep all of our materials, equipment, documents and other property (“Company Materials”) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Company Materials other than in accordance with our written instructions or authorisation;

5.5 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in Clause 1 (“Your Default”):

5.5 1 we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under Clause 17;

5.5.2 we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and

5.5.3 it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

6. OUR OBLIGATIONS

6.1 We shall, during the Term use our commercially reasonable endeavours to make the Services available to you as may be required, except for:

6.1.1 planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

6.1.2 unscheduled maintenance performed outside Normal Business Hours; we will use our reasonable endeavours to provide you at least 6 Business Hours’ notice.

6.2 We shall:

6.2.1 be responsible for providing all the facilities, personnel and other resources necessary to provide the Services; and

6.2.2 contact any third-party suppliers to perform all or any part of the Services at any time.

6.3 We undertake that the Services will be performed with reasonable skill and care.

6.4 The undertaking in Clause 3 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at our own expense use all reasonable commercial endeavours to correct any such non-conformance promptly or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in Clause. Notwithstanding the foregoing, we:

6.4.1 do not warrant to you that your use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by you through the Services will meet your requirements; and

6.4.2 are not responsible for any delays, delivery, or any other loss or damage resulting from the transfer of data over communications networks facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.5 The Contract shall not prevent you from entering into similar agreements with third parties, or from independently developing, using, selling or licencing documentation, products and/or services which are similar to those provided under these Terms of Business.

6.6 We warrant that we have and will maintain all licences, consents, and permissions necessary for the performance of our obligations under the Contract.

6.7 If the performance of our obligations under the Contract is prevented or delayed by any act or omission, whether yours or caused by any agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy you may have, we shall be allowed an extension of time to perform our obligations equal to the time of delay.

7. FEES AND PAYMENT

7.1 In consideration for the provision of the Services by us, you shall pay the associated Fees.

7.2 Our Fees are calculated on a time spent and materials basis and will be on the basis of an hourly charging rate or alternatively a fixed Fee mutually agreed between us and you. Details of the hourly rates applicable to any particular matter are available on request.

7.3 In the event of termination of the Contract by you, we may charge you a reasonable fee in consideration for preparing any business handover, in addition to any and all Fees payable to us for the Services provided to you prior to termination of the Contract.

7.4 We reserve the right to:

7.4.1 charge you a Premium Hourly Fee for any Urgent Services provided to you.

7.5 If you request us to make any payments on your behalf, you shall instruct us before 12pm on the date when the relevant payment is due, in which case we shall charge you our Standard Hourly Fee for any such Services. Any requests to make payments on your behalf after 12pm on the date of payment will deem to be an Urgent Service and will be charged at a Premium Hourly Fee.

7.6 We reserve the right to increase the Fees. If we decide to increase the Fees, we will notify you in writing at least thirty (30) Business Days before the relevant increase.

7.7 If you wish to dispute any invoice, please contact us within seven (7) Business Days from the date of the relevant invoice. Upon your approval or in the event that we do not hear from you within that time, you will be deemed to have approved our invoice.

7.8 We reserve the right to request a payment on account prior to commencing the provision of any Services. If such advance payment is required, we will notify you in writing.

7.9 All sums payable to us under the Contract:

7.9.1 are exclusive of VAT, and you shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

7.9.2 shall be paid by you in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7.10 Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

7.11 We do not accept payment by cash, credit cards or cheques.

7.12 Without prejudice to any other right or remedy that we may have, if you fail to pay us any sum due under the Contract on the due date:

7.12.1 you shall pay interest on the overdue amount at the rate equal to 8% per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. You shall pay the interest together with the overdue amount; and

17.2.2 we may suspend all or part of the Services or terminate the Contract in accordance with Clause 2 below until payment has been made in full.

7.13 We reserve the right to retain any and all of your files, records and/or documents if there are any Fees or other sums outstanding and due to us under the Contract. We may charge you a reasonable storage fee calculated having regard to our standard rates, which may be provided to you from time to time, while such files, records and/or documents are being retained by us in accordance with this Clause.

8. RETENTION AND ACCESS TO RECORDS

8.1 During the course of providing the Services to you, we will collect information which we receive from you and from any third party on your behalf. We may scan, copy or destroy any such documents if they may no longer be required for the provision of the Services. If you wish to receive hard copies of any such documents, you shall notify us in writing. Upon receiving any such request, we reserve the right to charge you a reasonable processing and postage fee.

8.2 Documents which are required to be retained in the original format but no longer required to be retained by us for the purpose of providing any Services, will be sent to you at your expense and subject to a payment of a reasonable administration fee, unless a storage agreement is in place.

9. ANTI-MONEY LAUNDERING

9.1 Under the Money Laundering Regulations 2007 we are required to satisfy KYC regulations and as such you will be asked to produce a current valid passport or other valid and recognised photo identification to confirm your identity as well as evidence of your residential address (utility bill or bank statement will serve for this purpose).

9.2 In the event of any suspicion of money laundering, information will be revealed to the appropriate authorities.

9.3 We reserve the right to postpone any work before receiving satisfactory identification from you, including the details of company directors, controlling shareholders and any other party as may be required from time to time.

10. QUALITY OF SERVICE

It is our aim to provide good service to everyone. If you have cause for dissatisfaction or compliant you should notify us immediately in writing by email to hello@goodwille.com.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 You and your licensors shall retain ownership of all Intellectual Property Rights in the Client Materials.

11.2 You grant to us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of the Contract for the purposes of providing the Services to you.

11.3 All Intellectual Property Rights in the Company Materials will be owned by us.

11.4 We grant to you, or shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to copy and modify the Deliverables (excluding the Client Materials) for the purpose of receiving and using the Services and the Deliverables in your business. You may sub-license, assign or otherwise transfer the rights granted in this Clause 4.

11.5 You agree to grant us a non-exclusive perpetual licence to use the Logo solely in connection with advertising and marketing of our services within our business sector.

11.6 You warrant that the use of any Documents in the performance of the Contract by us, our agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights of any third party.

11.7 You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred or paid by us arising out of or in connection with any claim brought against us, our agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights, to the extent that the infringement or alleged infringement results from copying, arising out of, or in connection with, the receipt or use in the performance of the Contract or the Documents.

12. HOW WE MAY USE YOUR PERSONAL DATA

12.1 In this Clause 12 and in these Terms, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4 of the UK GDPR.

12.2 We will use any personal data you provide to us to:

12.2.1 provide the Services;

12.2.2 process your payment for the Services; and

12.2.3 inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.

12.3 You may, from time to time, grant access to your bank account, remote servers and other computer systems which may contain personal data to enable us to provide the Services.

12.4 We both will comply with all applicable requirements of the Data Protection Legislation. This Clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

12.5 You acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and we are the data processor, where data controller and data processor have the meanings as defined in the Data Protection Legislation.

12.6 Without prejudice to the generality of Clause 4, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of the Contract.

12.7 The type(s) of personal data and the scope, nature, purpose and duration of the processing are set out in the Service Order.

12.8 Without prejudice to the generality of Clause 4 we shall, in relation to any personal data processed in connection with the performance by us of our obligations under the Contract:

12.8.1 process that personal data only on your written instructions unless we are required by applicable laws to otherwise process that personal data, in which case we shall promptly notify you of such processing unless prohibited from doing so by law;

12.8.2 ensure that we have in place appropriate technical and organisational measures, reviewed and approved by you, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

12.8.3 ensure that all personnel who have access to and/or process personal data are contractually obliged to keep the personal data confidential;

12.8.4 not transfer any personal data outside of the UK unless your prior written consent has been obtained and the following conditions are fulfilled:

a)  you have provided appropriate safeguards in relation to the transfer; and

b) the data subject has enforceable rights and effective legal remedies,

12.8.5 comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred;

12.8.6 comply with reasonable instructions notified to us in advance by you with respect to the processing of the personal data;

12.8.7 assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with all obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);

12.8.8 notify you without undue delay on becoming aware of a personal data breach;

12.8.9 at your written direction, delete or return your personal data and copies thereof to you on termination of the Contract unless required by law to store the personal data; and

12.8.10 maintain complete and accurate records and information to demonstrate our compliance with this Clause 12 and to allow for audits by you and/or any party designated by you.

12.9 You consent to appointment of any third party as a third-party processor of personal data under the Contract. In the event that we appoint a sub-contractor, we will:

12.9.1 enter into a written agreement with the sub-contractor, which will impose upon the sub-contractor the same obligations as are imposed upon us by this Clause 12 and which will permit both us and you to enforce those obligations; and

12.9.2 ensure that the sub-contractor complies fully with its obligations under that agreement and the Data Protection Legislation.

12.10 Either party may, at any time on not less than 30 days’ notice, revise this Clause 12 by replacing it with any applicable data processing clauses or similar terms forming part of an applicable certification scheme. Provided that the other party consents in writing to such revisions, such terms shall apply and replace this Clause 12 by attachment to these Terms and/or the Service Order.

13. LIMITATION OF LIABILITY

13.1 Nothing in the Contract limits or excludes either party’s liability to the other for:

13.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;

13.1.2 fraud or fraudulent misrepresentation; or

13.1.3 breach of the terms implied by Section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

13.2 Subject to Clause 1, neither party will be liable, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

13.2.1 loss of profits;

13.2.2 loss of sales or business;

13.2.3 loss of agreements or contracts;

13.2.4 loss of anticipated savings;

13.2.5 loss of use or corruption of software, data or information;

13.2.6 loss of or damage to goodwill; and

13.2.7 any indirect or consequential loss.

13.3 Subject to Clause 1, either party’s total liability arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the amount of Fees calculated having regard to the Services provided by the Company in the period of 12 calendar months immediately preceding the relevant claim together with any other amounts owing under Clause 7.

13.4 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, including without limitation the terms implied by Sections 3 to 5 of the Supply of Goods and Services Act 1982, by common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.

13.5 This Clause 13 will survive termination of the Contract.

14. NON-SOLICITATION OF EMPLOYEES

14.1 During the term of the Contract and on the expiry of 6 months thereafter both parties agree that they shall not and shall use all reasonable endeavours to procure that their representatives do not, solicit, endeavour to entice away, employ or offer to employ any person who is or has been employed by the other party, or by one of its group undertakings and with whom they have come into contact or been made aware in connection with these Services, whether or not that person would commit breach of his / her contract of service in leaving their employment.

14.2 Unless otherwise agreed, the party in breach of Clause 1 above must pay the other party in compensation an amount equivalent to six months’ earnings before taxes of such a person.

15. CONFIDENTIALITY

15.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by Clause 2.

15.2 We each may disclose the other’s confidential information:

15.2.1 to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this Clause 15; and

15.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.

16. USE OF OUR SITE

16.1 Websites we link to:

16.1.1 Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

16.1.2 We have no control over the contents of those sites or resources.

16.2 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

16.2.1 use of, or inability to use, our site; or

16.2.2 use of or reliance on any content displayed on our site.

16.3 In particular, we will not be liable for:

16.3.1 loss of profits, sales, business, or revenue;

16.3.2 business interruption;

16.3.3 loss of anticipated savings;

16.3.4 loss of business opportunity, goodwill or reputation; or

16.3.5 any indirect or consequential loss or damage.

16.4 Viruses:

16.4.1 We do not guarantee that our site will be secure or free from bugs or viruses.

16.4.2 You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.

16.4.3 You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored, or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

16.5 Rules about linking to our site:

16.5.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

16.5.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

16.5.3 You must not establish a link to our site in any website that is not owned by you.

16.5.4 Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

16.5.5 We reserve the right to withdraw linking permission without notice.

16.5.6 If you wish to link to or make any use of content on our site other than that set out above, please contact hello@goodwille.com.

16.6 Prohibited uses:

You may use our site only for lawful purposes.  You may not use our site:

16.6.1 in any way that breaches any applicable local, national or international law or regulation;

16.6.2 in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

16.6.3 for the purpose of harming or attempting to harm minors in any way;

16.6.4 to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or

16.6.5 to knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

16.7 You also agree:

16.7.1 not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of these Terms;

16.7.2 not to access without authority, interfere with, damage or disrupt:

a) any part of our site;

b) any equipment or network on which our site is stored;

c) any software used in the provision of our site; or

d) any equipment or network or software owned or used by any third party.

17. TERMINATION

17.1 The Contract commences on the date of countersigning the Service Order or, if earlier, from the commencement of provision of the Services by us and shall continue, subject to Clause 2 below, unless terminated by either party by giving 6 months’ notice in writing.

17.2 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

17.2.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;

17.2.2 you fail to pay any amount due under the Contract on the due date for payment;

17.2.3 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

17.2.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

17.2.5 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

17.3 On termination of the Contract you must return all of Company Materials (if any) and any Deliverables which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.

17.4 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

17.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

18. EVENTS OUTSIDE OUR CONTROL

18.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (an “Event Outside Our Control”).

18.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

18.2.1 we will contact you as soon as reasonably possible to notify you; and

18.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

18.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us at hello@goodwille.com.

19. COMMUNICATIONS BETWEEN US

19.1 When we refer to “in writing” in these Terms, this includes email.

19.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.

19.3 A notice or other communication is deemed to have been received:

19.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;

19.3.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

19.3.3 if sent by email, at 9.00 am the next working day after transmission.

19.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

19.5 The provisions of this Clause will not apply to the service of any proceedings or other documents in any legal action.

20. GENERAL

20.1  Assignment and Transfer

We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on our site if this happens.

You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

20.2 Variation

Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

20.3 Conflict

If there is an inconsistency between any of the provisions in these Terms and the Service Order, the terms of the Service Order shall prevail.

20.4 Waiver

If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

20.5 Severance

Each provision in the Contract operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

20.6 Third party right

The Contract is between you and us. No other person has any rights to enforce any of its terms.

20.7 Governing law and jurisdiction

The terms and conditions of our arrangement and the provision of these Terms of Business shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts in the case of any dispute. If any of provision of these Terms of Business is held by any court or other competent authority to be void or unenforceable in whole or part, these Terms of Business shall continue to be valid as to the other provision thereof and the remainder of the affected provisions.

21. GLOSSARY

“Authorised Personnel” means any users who access the site on behalf of the Client.

“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

“Client” has the definition given to it in the Service Order.

“Company Materials” means all Intellectual Property Rights arising out of or in connection with the Services (other than Client Materials).

“Contract” means a contract between the Client and the Company comprising these Terms of Business, the Service Order and annexes thereto, for the provision of the Services in accordance with these Terms.

“Client Materials” all documents, information, items and materials in any form (whether owned by the Client or a third party), which are provided by the Client to the Company in connection with the Services.

“Documents” means any documents containing accurate and up to date information in connection with the Services and, where applicable, any variations or amendments as may be required from time to time.

“Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to:

i) the UK GDPR;

ii) the Data Protection Act 2018 (and regulations made thereunder); and

iii) the Privacy and Electronic Communications Regulations 2003 as amended.

“Deliverables” means any outputs of the Services and any other documents, products and materials provided by the Company to the Client and any other documents, products and materials provided by the Company to the Client in relation to the Services.

“Fees” means the Fixed Fee, Standard Hourly Fee and the Premium Hourly Fee as set out in the Service Order and as may be varies from time to time in writing.

“Fixed Fee” means a fixed fee chargeable by the Company for Services other than Urgent Services as may be set out in the Service Order from time to time.

“Intellectual Property Rights” means rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Logo” means a graphic mark or symbol used by the Client to promote its public recognition as set out in the Service Order.

“Normal Business Hours” means 9.00 am to 17.30 pm Monday to Friday on any Business Day.

“Premium Hourly Fee” means a rate chargeable for Urgent Services provided by the Company as may be set out in the Service Order from time to time.

“Service Order” means any Service Order issued by the Company and signed by the Client in relation to the Services.

“Standard Hourly Fee” means a standard rate chargeable by the Company for Services other than Urgent Services as may be set out in the Service Order from time to time.

“UK GDPR” means the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

“Urgent Services” means any Services provided by the Company which require a response and/or action within 48 hours from any such request by the Client.