Below are an example of the standard terms that govern the use of our services. Please note that these terms are designed to work in conjunction with our Project Order Form, which outlines the details of the specific project.
Please note that these terms are provided for reference only and may vary between projects. A contract will be issued for every project.
GOOD INNOVATION TERMS AND CONDITIONS
1. Definitions and interpretation
1.1. In these Terms and Conditions:
1.1.1. “Business Day” means any day other than a Saturday, Sunday, or a day which is Bank or public holiday in England.
1.1.2. “Fees” has the meaning given to it in the Order Form.
1.1.3. "Client" means the entity or other person identified as such in the Order Form.
1.1.4. “Client Contact” means the primary contact for the Client, as specified in the Order Form.
1.1.5. “Contract” means the Order Form and these Terms and Conditions.
1.1.6. “Good Innovation”, “we”, “our”, “us” Good Innovation Ltd, a company incorporated in England and Wales with number 07552374 and its registered office at 128 City Road, London, England, EC1V 2NX.
1.1.7. “Intellectual Property Rights” patents, rights in inventions, know how, show how and trade secrets, copyright and related rights, moral rights, registered designs, design rights, database rights, semiconductor topography rights, trade marks and service marks, trade names, business names, brand names, get up, logos, domain names and URLs, rights in unfair competition, goodwill and rights to sue for passing off and any other intellectual property rights (in each case, whether or not registered, and including all applications to register and rights to apply to register any of them and all rights to sue for any past or present infringement of them) and all rights or forms of protection having equivalent or similar effect in any jurisdiction.
1.1.8. “Order Form” means the Project Order Form agreed by Good Innovation and the Client.
1.1.9. “Services” means the services described in the Order Form.
1.1.10. “Start Date” has the meaning given to it in the Order Form.
1.2. In the Contract, unless the context otherwise requires:
1.2.1. reference to any gender includes all genders, and references to the singular includes the plural (and vice versa);
1.2.2. a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's successors and permitted assigns;
1.2.3. references to any legislation shall be construed as references to legislation as from time to time amended, re-enacted or consolidated;
1.2.4. “including”, “includes” or “in particular” means including, includes or in particular without limitation;
1.2.5. clause, schedule and paragraph headings shall not affect the interpretation of this agreement; and
1.2.6. a reference to “writing” or “written” includes e-mail.
1.2.7. Any standard or pre-printed conditions contained on any quotation, order, acknowledgement of order, invoice or similar document have no effect and do not apply to the Contract.
1.2.8. In the event of any conflict between these Terms and Conditions and the Order Form, the Order Form takes precedence.
2. Services
2.1. Good Innovation will provide the Services to the Client in accordance with the terms of the Contract with effect from the Start Date.
3. Client's obligations
3.1. The Client shall:
3.1.1. ensure that the Client Contact has the authority to contractually bind the Client on matters relating to the Contract and the Services; and
3.1.2. provide for Good Innovation in a timely manner and at no charge such information, access and assistance as are reasonably requested by Good Innovation, which may include:
3.1.2.1. arranging and attending meetings
3.1.2.2. providing content requested by Good Innovation
3.1.2.3. ensuring the availability of the Client Contract and other representatives
3.1.2.4. making decisions in a timely manner
3.1.2.5. ensuring no undue intervention from Client supervision personnel
3.2. If the Client fails to comply with its obligations under clause 3.1:
3.2.1. Good Innovation shall not be liable for any non-performance or delay resulting from such failure; and
3.2.2. the parties, acting in good faith, shall discuss and reasonable changes to any delivery or completion dates.
4. Invoicing and payment
4.1. Good Innovation shall issue invoices for:
4.1.1. the Fees and any additional costs specified in the Order Form; and
4.1.2. any other, pre-approved expenses, in accordance with the invoicing terms set out in the Order Form.
4.2. The Client shall pay each correct invoice issued by Good Innovation (without deduction or set-off) within 30 days of receipt to the bank account specified on the invoice.
4.3. The Fees are exclusive of Value Added Tax (VAT), which shall be payable by the Client in addition to the Fees.
4.4. Without prejudice to any other right or remedy that it may have, if the Client fails to pay an invoice on the due date, Good Innovation may:
4.4.1. claim interest on such sum from the due date for payment under the Late Payment of Commercial Debts (Interest) Act 1998; and
4.4.2. suspend all Services, as well as any other services that we are providing to you, until payment has been made in full.
5. Warranties
5.1. Good Innovation warrants that it shall provide the Services with the degree of skill and care that may reasonably be expected of professionals in the industry.
5.2. Other than as expressly set out in the Contract, and to the greatest extent permitted by law, Good Innovation makes no representations or warranties with respect to the Services, or the performance of its obligations hereunder, and expressly excludes such representations and warranties, whether implied, statutory or otherwise.
6. Intellectual Property Rights
6.1. As between the Client and Good Innovation, all Intellectual Property Rights and all other rights in material created during the Services (“New IP”) shall be owned by the Client. If Good Innovation needs to use such material as part of, or in connection with, the provision of the Services, the Client grants to Good Innovation a free of charge, a non-exclusive, worldwide licence to use the New IP to the extent reasonably necessary to enable Good Innovation to do so.
6.2. Subject to its confidentiality obligations under clause 9, nothing in clause 6.1 shall prevent or restrict Good Innovation from using any processes, techniques or know-how that it acquires or develops in connection with the provision of the Services.
6.3. The Client agrees that Good Innovation may use the Client’s name and logo (in such formats as the Client may reasonably specify) for marketing purposes on Good Innovation’s website and in its promotional material, subject to obtaining the Client’s prior written permission each time.
7. Non-solicitation
7.1. Neither party shall, without the prior written consent of the other party, during the term of the Contract and for a period of six (6) months following completion of the Services, solicit or entice away from the other party, or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or individual subcontractor of the other party and who was involved in the provision of the Services.
7.2. Any consent given by a party in accordance with clause 7.1 shall be subject to the other party paying a sum equivalent to 50% of the then-current annual remuneration of the consenting party’s employee, consultant or subcontractor.
7.3. Nothing in this clause 7 prevents a party from recruiting an employee, consultant or individual subcontractor of the other party who has responded to a bona fide job advert not aimed specifically at employees, consultants or individual subcontractors of the other party.
8. Liability and insurance
8.1. Nothing in the Contract limits or excludes:
8.1.1. liability for death or personal injury resulting from negligence; or
8.1.2. liability for any damage or loss incurred as a result of fraud or fraudulent misrepresentation; or
8.1.3. any other liability that cannot be limited or excluded by applicable law.
8.2. Subject to clause 8.1, neither party shall be liable, whether for breach of contract, misrepresentation or otherwise, for any indirect or consequential loss, damage, expense or cost of any kind suffered or incurred by the other party.
8.3. Subject to clause 8.1, each party’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to an amount equal to an amount equal to the higher of (i) three (3) times the Fees or (ii) £50,000.
8.4. Good Innovation will maintain the following insurance covers:
8.4.1. professional indemnity insurance of not less than £1,000,000 per occurrence; and
8.4.2. public liability insurance of not less than £1,000,000 per occurrence and in the aggregate.
9. Confidentiality
9.1. For the purposes of this clause, “Confidential Information” means any information disclosed or made available (whether in writing, verbally or otherwise) by a party, including:
9.1.1. any information that is marked, or at the time of disclosure is otherwise designated, as being confidential;
9.1.2. any information that would be regarded as confidential by a reasonable business person in or relating to the business, affairs operations, processes, products, inventions, know-how, trade secrets, designs or software;
9.1.3. the existence and terms of the Contract; and
9.1.4. any information or analysis derived from any of the information referred to in (9.1.1) – (9.1.3).
9.2. Each party (“Recipient”) shall:
9.2.1. keep the Confidential Information of the other party (“Discloser”) strictly confidential;
9.2.2. not disclose the Discloser’s Confidential Information to any person without the Discloser’s prior written consent, and then only under conditions of confidentiality no less onerous than those set out in this clause; and
9.2.3. use the same degree of care to protect the confidentiality of the Discloser’s Confidential Information as the Recipient uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care.
9.3. Notwithstanding clause 9.2, the Recipient may disclose the Discloser’s Confidential Information to its officers, employees, professional advisers, insurers, agents and subcontractors who are bound by a written agreement or professional obligation to protect the confidentiality of such Confidential Information.
9.4. This clause 9 imposes no obligations upon the Recipient with respect to the Discloser’s Confidential Information that:
9.4.1. is known to the Recipient before disclosure under or in connection with the Contract, and is not subject to any other obligation of confidentiality; or
9.4.2. is or becomes publicly known through no act or default of the Recipient; or
9.4.3. is obtained by the Recipient from a third party in circumstances where the Recipient has no reason to believe that there has been a breach of an obligation of confidentiality.
9.5. The restrictions in this clause 9 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Recipient on any recognised stock exchange.
9.6. The provisions of this clause 9 shall survive the expiry or earlier termination of the Contract.
10. Data Protection
10.1. If the Client provides Good Innovation with personal data in connection with the Services, Good Innovation shall process such personal data in accordance with the Data Processing Addendum attached to these Terms and Conditions.
11. Termination
11.1. Unless terminated earlier under clause 11.2, the Contract shall continue from the Start Date until terminated by either party giving to the other party at least 4 weeks’ written notice.
11.2. A party may terminate the Contract with immediate effect if the other party:
11.2.1. commits a material breach of the Contract which, if capable of remedy, is not remedied within 20 Business Days (or, in the case of a breach of an undisputed payment obligation, within seven days) of the breach being notified to such other party in writing;
11.2.2. has a liquidator (other than for the purpose of solvent amalgamation or reconstruction), administrative receiver, administrator or receiver appointed in respect of the whole or part of its assets and/or undertaking, or enters into an arrangement or composition with its creditors generally, or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or is subject to circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to make a winding up order in relation to the other party.
11.3. Within 14 days of the date on which the Contract is terminated:
11.3.1. the Client shall pay all outstanding invoices issued by Good Innovation; and
11.3.2. if the Client has prepaid any Fees, Good Innovation shall refund such proportion of the Fees which relates to Services that would have been provided after the date on which the Contract was terminated.
11.4. Termination of the Contract shall be without prejudice to the rights, remedies and liabilities of each party that have accrued up to and including the date on which the notice of termination is effective.
12. Notices
12.1. Any notice or consent from one party to the other party under the Contract shall be sent by email using
12.1.1. in the case of Good Innovation, operations@goodinnovation.co.uk; or
12.1.2. in the case of the Client, the Client Contact’s email address as stated in the Order Form, provided that if the email is sent outside normal business hours, then the time of deemed receipt shall be when normal business hours next begin
13. Assignment
13.1. The Client must not assign, transfer, subcontract or otherwise deal with its contractual rights and/or obligations under the Contract without the prior written consent of Good Innovation.
14. Third party rights
14.1. A person who is not party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
15. Dispute resolution
15.1. In the event of any dispute arising under the Contract, the parties agree to seek first to resolve any dispute by negotiation within 20 Business Days of the dispute being brought to the attention by either party to the other party.
15.2. Failing resolution by negotiation under clause 15.1 within 20 Business Days, either party may initiate mediation in accordance with the Centre for Dispute Resolution (“CEDR”) Model Mediation Procedure by giving notice in writing (“ADR Notice”) to the other party. A copy of the ADR Notice should also be sent to CEDR. The place of mediation shall be London, mediation shall be conducted in English, and any settlement agreement entered into by the parties pursuant to the mediation shall be written in English language.
15.3. If the dispute is not resolved within 60 Business Days (or such other period as the parties may agree in writing) of the giving of the ADR Notice, either party may commence formal legal proceedings.
16. Governing law and jurisdiction
16.1. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation including non-contractual disputes or claims shall be governed by and construed in accordance with the laws of England and Wales.
16.2. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with the Contract.
DATA PROCESSING ADDENDUM
1. Definitions
1.1. Words defined in the Terms and Conditions have the same meanings when used in this Addendum. In addition:
1.1.1. “Applicable Laws” means any laws, regulations, regulatory policies, guidelines or industry codes (whether national or international) which apply to Good Innovation (or any of its Sub-processors), or to the provision of the Services, in each case as in force from time to time.
1.1.2. “Client Data” has the meaning given to it in paragraph 2.1.
1.1.3. "Data Protection Laws" means the UK GDPR (as defined in Section 3 of the Data Protection Act 2018); the Data Protection Act 2018; the Electronic Communications (EC Directive) Regulations 2003; any other data protection laws and regulations, orders and any codes of practice, guidelines and recommendations issued by the Information Commissioner’s Office or any replacement or equivalent body, as amended and in force from time to time.
1.1.4. “Sub-processor” means any person appointed by or on behalf of Good Innovation and that processes Client Data in connection with the Services.
1.2. The terms “data subject”, “controller”, “processor”, “processing”, “personal data”, “personal data breach” and “Commissioner” have the meanings given to them in Data Protection Laws.
2. Processing of Client Data
2.1. If the Client provides Good Innovation with any personal data in connection with the Contract (“Client Data”), the Client shall be the controller and Good Innovation shall be the processor of the Client Data.
2.2. Good Innovation shall process the Client Data as reasonably necessary for the provision of the Services and in accordance with the Client's documented instructions which, unless expressly agreed otherwise, shall at all times be consistent and in accordance with the terms of the Contract. Good Innovation may process Client Data otherwise than in accordance with the Client's instructions if required to do so by Applicable Laws. In such case Good Innovation shall inform Client of that legal requirement, unless prohibited from doing so by Applicable Laws.
2.3. Good Innovation agrees that it will:
2.3.1. process any Client Data solely for the purpose of performing its obligations under the Contract and otherwise in accordance with the Client’s written instructions;
2.3.2. implement and maintain appropriate technical and organisational measures to meet the requirements of the Data Protection Laws, including to ensure the security of the processing of the Client Data;
2.3.3. ensure that each member of its personnel who has access to Client Data is informed of the confidential nature of the Client Data, and is under a contractual or statutory obligation of confidentiality;
2.3.4. notify the Client, and then provide the Client with co-operation, assistance and information, if Good Innovation receives any complaint or other notice relating to the processing of the Client Data, or compliance with Data Protection Laws;
2.3.5. assist the Client in complying with its obligations under Data Protection Laws, including with its obligations to respond to requests from data subjects;
2.3.6. notify the Client within 48 hours of becoming aware of any unauthorised or unlawful processing, disclosure of, or access to, Client Data and/or any accidental or unlawful destruction of, loss of, alteration to, or corruption of the Client Data;
2.3.7. not transfer any Client Data to any country or territory outside the United Kingdom or the European Economic Area (EEA) without the Client’s prior written consent; and
2.3.8. within 30 days of completion of the Services or earlier termination of the Contract, delete or, at the Client’s option, return all the Client Data that Good Innovation processes on the Client’s behalf, except to the extent that, and for so long as, Good Innovation is legally required to keep the Client Data.
2.4. The Client agrees to comply with its obligations under Data Protection Laws in respect of the processing of the Client Data and will ensure that Good Innovation is lawfully permitted to process the Client Data in accordance with this Addendum and otherwise in accordance with the Client’s instructions.
3. Security
3.1. Good Innovation shall implement and maintain appropriate technical and organisational measures to protect Client Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. Such technical and organisational measures shall be at least equivalent to the technical and organisational measures set out in the Good Innovation Information Security Policy.
3.2. Good Innovation shall provide such reasonable assistance as the Client reasonably requires (taking into account the nature of processing and the information available to the Client) to implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk to data subjects.
4. Sub-processors
4.1. The Client authorises Good Innovation to appoint Sub-processors for the processing of Client Data in accordance with this paragraph 4.
4.2. Good Innovation shall enter into a written agreement with each Sub-processor imposing data protection terms that are no less protective than those set out in this Addendum. Good Innovation shall be liable for the acts and omissions of any Sub-processor to the same extent as if the acts and omissions were performed by Good Innovation.
4.3. The Client authorises Good Innovation to use the following Sub-processors:
1. Google Cloud EMEA Limited; and
2. those additional Sub-processors identified in the Order Form ("Sub-processor List").
3. Subject to paragraph 4.2, Good Innovation may from time to time engage additional or replacement Sub-processors, provided that Good Innovation updates the Sub-processor List and gives the Client written notice of such update at least thirty (30) days prior to the engagement being effective.
4. If the Client notifies Good Innovation in writing of any reasonable grounds on which it objects to a Sub-processor that has been added to the Sub-processor List within fourteen (14) days after the date on which Good Innovation gives notice to the Client:
4.1. Good Innovation shall work with Client in good faith to make available a commercially reasonable change in the provision of the Services which avoids the use of the proposed Sub-processor; and
4.2. where such a change cannot be made and Good Innovation chooses to retain the Sub-processor, Good Innovation shall notify the Client and the Client may, within thirty (30) days of receipt of such notification, terminate the Services with immediate effect.
5. Data Subject Rights
5.1. Client acknowledges, as part of the Services, it is responsible for responding to a data subject’s request under any Data Protection Laws to exercise their right of access, right of rectification, right to restrict processing, right to be forgotten, data portability, right to object to processing, or their right not to be subjected to an automated decision-making process ("data subject request").
5.2. Good Innovation shall:
5.2.1. to the extent permitted by Applicable Laws, promptly notify the Client if it receives a data subject request from a data subject; and
5.2.2. taking into account the nature of the processing and to the extent that the Client is unable to access the Client Data, reasonably assist the Client to access the Client Data to fulfill the Client's obligations to respond to data subject requests.
5.3. Unless prohibited by Applicable Laws or a legally binding request from a law enforcement authority, Good Innovation shall promptly notify Client of any request by government agency or law enforcement authority for access to or seizure of personal data.
6. Personal Data Breach Notification.
6.1. Good Innovation shall notify Client within 24 hours of becoming aware of a personal data breach affecting Client Data. Good Innovation will provide Client with sufficient information to enable the Client to meet any obligations to report or inform data subjects or the Commissioner of the personal data breach.
6.2. Good Innovation shall co-operate with Client and take such reasonable commercial steps as are directed by Client to assist in the investigation, mitigation and remediation of personal data breaches.
6.3. Good Innovation shall provide the Client with such reasonable assistance as the Client reasonably requires in relation to: (i) the notification of a personal data breach to the Commissioner or (ii) the communication of a personal data breach to data subjects.
7. Data Processing details
8. Conflicts
8.1 With regard to the subject matter of Addendum, in the event of conflicts between the provisions of this Addendum and the Terms and Conditions of which it forms part, the provisions of this Addendum shall prevail.