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Goodstack Client Standard Terms and Conditions
Effective Date: November 15, 2024
Interpretation
These Goodstack Client Standard Terms and Conditions (“Standard Terms“) together with any attached schedules, any Additional Service Terms, and any Service Orders, set out the basis upon which Goodstack will provide the Services to the Client.
The definitions and rules of interpretation in this paragraph apply in these Standard Terms. Capitalised terms used in these Standard Terms shall have the meaning given to them in the relevant Service Order, unless otherwise defined in these Standard Terms.
Definitions:
Additional Service Terms:Â means any additional Goodstack terms and conditions which apply to a specific service.
API:Â any application programming interface provided by Goodstack which, once configured, enables the Client to connect to access the Services or any one of them.
Applicant:Â any entity or individual on which Goodstack performs a Vetting and Validation Check, including but not limited to Charities.
Authorised Users: those employees, agents and independent contractors of the Client who are authorised by the Client to use the Services, as further described in paragraph 2.B.
Business Day:Â a day other than a Saturday, Sunday or public holiday in England.
Business Hours:Â 9.00 am to 5.00 pm local UK time, each Business Day.
Charity:Â a charitable organisation (as defined by applicable law) to which the Client may (i) request Goodstack perform its Vetting & Validation Service via the Platform, or (ii) request the Foundation make Donations.
Client:Â shall have the meaning given in the relevant Service Order.
Client Account:Â the limited rights purchased by the Client pursuant to these Standard Terms which entitle an Authorised User to access and use the Services in accordance with these Standard Terms.
Data: the data inputted via the API as integrated into Client’s website or otherwise provided by Client to Goodstack and that does not constitute Goodstack Data.
Client End User:Â a customer, employee, or client of the Client.
Data Protection Legislation: means collectively, all now existing or hereinafter enacted or amended laws, rules, regulations (including, without limitation, self-regulatory obligations), and/or sanctions programs regarding data protection that are applicable to a Party’s performance of the Agreement.
Derived Data:Â any data which has been combined or aggregated (wholly or in part) with other data or information or adapted such that it cannot be identified as originating or deriving directly from the original data and cannot be reverse-engineered such that it can be so identified.
Donation Service: Goodstack's technical assistance in relation to Client’s payment of a Donation in accordance with the Donation Services Additional Terms, if purchased by the Client under a Service Order.
Donation:Â means either or both (as applicable):Â (a) a sum of money paid by the Client through the Platform to the Foundation; and/or (b) a subsequent donation from the Foundation to a Charity.
Donation Service Additional Terms: means the Donation Service Additional Terms.
Effective Date:Â the date of signature of relevant Service Order by both parties.
Employee Engagement Solution: Percent’s employee engagement services, if purchased by a Client under a Service Order.
Employee Engagement Solution Additional Terms: means the Employee Engagement Solution Additional Terms.
Fees:Â the fees payable by the Client to Goodstack for the Service(s) and use of the Platform (if applicable), as set out in a Service Order and as may be amended from time to time in accordance with paragraph 8 (Charges and payment), for the right to use the Services and the Platform pursuant to these Standard Terms.
Foundation: a third-party entity which has partnered with Goodstack to make Donations to Charities.
Goodstack:Â has the meaning given in a Service Order.
Goodstack Data:Â any data that is submitted via Goodstack's hosted Services or that Goodstack otherwise collects where Goodstack has a direct contractual relationship with the submitting party.
Initial Subscription Term:Â means the period commencing on the Effective Date and continuing for the period specified in the relevant Service Order.
Intellectual Property Rights:Â patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, 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.
Marks : means: – (a) any trade marks, trade names, service marks, trade dress, logos, URLs and domain names; (b) any identifying slogans and symbols; (c) any abbreviation, contraction or simulation of any of the items in paragraph (a) or paragraph (b); and (d) the “look and feel”, of a party to this Agreement, whether or not registered.
Notices:Â has the meaning given in paragraph 24.1.
Personal Data:Â has the meaning given to it in the Data Protection Legislation.
Platform:Â the platform operated by Goodstack through which Goodstack provides the Services, including any Software.
Privacy Policy:Â Goodstack's privacy policy which explains what Personal Data Goodstack collects and how it uses, process and stores such data.
Renewal Term:Â has the meaning given in paragraph 15.1.
Services:Â the Services listed in a Service Order which Goodstack will provide to the Client in accordance with the terms of the Agreement.
Service Order:Â a service order pursuant to which Goodstack will provide Services to Client.
Services Start Date:Â the date set out in the relevant Service Order.
Software:Â the online software applications provided by Goodstack as part of the Platform, including any API (or other communications method agreed to by the Client and Goodstack).
Subscription Term:Â the period, comprising the Initial Subscription Term and any Renewal Terms entered into pursuant to paragraph 15.1.
Usage Data: any usage and statistical data relating to the Client’s use of the Services.
Vetting & Validation Service:Â Goodstack's vetting and validation service for Applicants, if purchased by a Client under a Service Order.
Vetting & Validation Service Additional Terms:Â means the Vetting & Validation Service Additional Terms.
Virus:Â any thing or device (including any software, code, file or program) which may:Â prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.
Vulnerability:Â a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Standard Terms.
A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Standard Terms under that statute or statutory provision.
References to “includes” or “including” mean “includes, without limitation” and “including, without limitation,” respectively.
Right to Use
Subject to the Client paying the applicable Fees in accordance with paragraph 8, the restrictions set out in this paragraph 2, paragraph 3 and the other terms and conditions of these Standard Terms, Goodstack hereby grants to the Client a non-exclusive, non-transferable right, without the ability to grant such right to third parties, to permit the Authorised Users to use the Services during the Subscription Term, solely for the Client’s internal business operations.
In relation to the Authorised Users, the Client undertakes that:
If applicable, each Authorised User shall keep a secure password for their use of the Services, that such password shall be changed regularly and that each Authorised User shall keep their password confidential; and
it shall maintain a record of current Authorised Users and provide such list to Goodstack within 5 Business Days of Goodstack's written request.
The rights provided under this paragraph 2 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.
Restrictions
During the course of its use of the Services, the Client must not access, store, distribute, transmit or submit any Viruses or any material that is, or potentially is, offensive, explicit, illegal, harmful or prejudicial to any person or property. Goodstack reserves the right, without liability to the Client or prejudice to its other rights, to delete or disable the Client’s access to any material that breaches the provisions of this paragraph.
The Client must not:
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Standard Terms:
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
access or use all or any part of the Software and Services in order to build a product or service which competes with the Services or the business of Goodstack; or
use or facilitate the use of the Software, Services other than as expressly permitted by the terms of these Standard Terms; or
unreasonably use the API (as determined by Goodstack). Signs of Client’s unreasonable use of the API include, but are not limited to:
Client’s API requests disproportionately affect performance or availability of the Services or Software;
Client’s usage patterns indicate a risk to availability of the Services or Software for other customers; orÂ
there is a sudden and sustained increase in API usage that deviates from normal patterns without prior notification or expectation (e.g., integration tests or automated scraping).Â
The Client must use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and/or Services and, in the event of any such unauthorised access or use, promptly notify Goodstack.
In the event of (i) any use of the Services by Client personnel other than by Authorised Users; (ii) any use of the Services by Authorised Users that in Goodstack's reasonable judgement threatens the security, integrity or availability of the Services (or services provided by Goodstack to its other Clients); (iii) any use of the Services that breaches the provisions of paragraphs 3.A, 3.B or 3.C; or (iv) any use of the API by any third party, Goodstack reserves the right, without liability to the Client or prejudice to its other rights, to suspend its provision of the Services, provided that Goodstack will use commercially reasonable efforts to notify the Client and provide the Client with an opportunity to remedy such violation or threat prior to such suspension.
Services
Goodstack shall make available the Services to the Client during the Subscription Term, subject to the Client’s compliance with any specifications, installation instructions and systems requirements for the Services and API (or other communications methods as agreed by the Client and Goodstack) as notified to the Client by Goodstack.
Goodstack shall provide the Client with the Services indicated in the relevant Service Order, subject to the terms of these Standard Terms, any applicable Additional Terms, and subject to any limitations, exclusions or system requirements notified by Goodstack to the Client in writing.
If the Client has purchased the Donation Service, as agreed in a Service Order, then the Donation Service Additional Terms shall also apply.
If the Client has purchased the Vetting & Validation Service, as agreed in a Service Order, then the Vetting & Validation Service Additional Terms shall also apply.
Personal Data
Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5.A is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
Goodstack will use the Personal Data in accordance with the Privacy Policy.
The parties shall process any Personal Data included within Client Data and Goodstack Data in accordance with Goodstack's Data Processing Agreement (the “DPA”).
Goodstack's Rights and Obligations
During the Subscription Term, Goodstack undertakes that the Services will be performed with reasonable care and skill.
The commitments contained in paragraph 6.1 shall not apply to the extent of any non-conformance which is caused by, and Goodstack is not responsible for any delays, delivery failures, or any other loss or damage resulting from:
use of the Services contrary to Goodstack's instructions, or modification or alteration of the Services by any party other than Goodstack or Goodstack's duly authorised contractors or agents; or
the transfer of data over communications networks and facilities, including the internet (and the Client acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities); or
any period of force majeure as defined in paragraph 15; or
the Client’s failure to fulfil its responsibilities as set out in these Standard Terms.
Notwithstanding the foregoing, Goodstack does not warrant that:
the Client’s use of the Services will be uninterrupted or error-free;
that the Services, and/or the information obtained by the Client through the Services will meet their requirements; or
the Software or the Services will be free from Vulnerabilities or Viruses.
Goodstack shall have the right to use the Client’s name and Marks (a) in a list of Goodstack's Clients in any medium or in any link from the Software or Services to the Client’s website, and (b) in any medium for promotional, marketing and financial reporting purposes. The Client warrants that it has in place and will maintain all necessary rights or licences in respect of the Client’s name and Marks in order for Goodstack to exercise its rights under this paragraph 6.D.
Client’s Obligations
The Client shall:
provide Goodstack with:
all necessary co-operation in relation to the Agreement; and
all necessary access to such information as may be required by Goodstack, to provide the Services, including but not limited to Client Data, security access information and configuration services;
comply with all applicable laws and regulations with respect to its activities in connection with the Agreement and the Services;
carry out all other Client responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties, Goodstack may adjust any agreed timetable or delivery schedule as reasonably necessary;
configure its access to the Services via the Platform (or other communications method as agreed by the Client and Goodstack), as applicable, in accordance with Goodstack's instructions;
ensure that the Authorised Users use the Services in accordance with the Agreement and shall be responsible for any breach of the Agreement caused or contributed to by any acts or omissions on the part of any Authorised User;
obtain and shall maintain all necessary licences, consents, and permissions that it requires in order for Goodstack, its contractors and agents to perform their obligations and exercise their rights under the Agreement, including the Services;
have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Client Data;
as between the parties, be responsible for responding to all third party requests concerning the use of the Services by the Client; and
be, to the extent permitted by law and except as otherwise expressly provided in these Standard Terms, solely responsible for:
procuring, maintaining and securing its network connections and telecommunications links from its systems to Goodstack's data centres; and
all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to its network connections or telecommunications links or caused by the internet.
Charges and Payment
In consideration of the rights granted in paragraph 2, and the provision of the Services during the Subscription Term, the Client shall pay the Fees for the Service that the Client has purchased, in accordance with this paragraph 8 and the relevant Service Order, within 30 days of the date of Goodstack's invoice or as otherwise agreed in the Service Order.
Goodstack may change the Fees payable for each Renewal Term by providing written notification to the Client, provided that Goodstack provides any notification of increases at least 20 Business Days prior to the start of the applicable Renewal Term in order to give the opportunity for the Client to cancel its subscription in accordance with paragraph 15.1.
If Goodstack has not received payment when due under paragraph 8.1, and without prejudice to any other rights and remedies of Goodstack:
Goodstack may, without liability to the Client, disable the Client’s password, account and access to all or part of the Services and Goodstack shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.
All amounts and fees stated or referred to in these Standard Terms:
are non-cancellable and non-refundable, except in accordance with paragraph 13.2.3; and
are exclusive of value added tax or any other equivalent sales tax or similar taxes.
Intellectual Property Rights
Goodstack and/or its licensors own all Intellectual Property Rights in the Platform, the Goodstack Data and the Services. Except as expressly stated herein, the Client acknowledges and agrees nothing in the Agreement grants the Client any rights to, under or in, any Intellectual Property Rights in respect of the Platform, the Goodstack Data or the Services.
The Client acknowledges and agrees that Goodstack and/or its licensors shall own all Intellectual Property Rights in any improvements, amendments or additions to the Platform, the Goodstack Data and the Services, including improvements, amendments and additions made as a result of comments, information, opinions or suggestions made by the Client or otherwise.
Licence of Data
The Client grants to Goodstack a non-exclusive, royalty-free perpetual, irrevocable worldwide licence, with no end date, for Goodstack to (i) access, view and use the Client Data for the purpose of providing of the Services and in accordance with the DPA, and (ii) access, view, use, store, modify, combine and aggregate the Usage Data, for any purpose and in any way whatsoever, and (iii) use the Usage Data to create Derived Data.
Goodstack shall own all Intellectual Property Rights in the Derived Data and the Client acknowledges that it shall have no rights in relation to the Derived Data.
Confidentiality
In this paragraph 11, “Confidential Information” means any and all non-public information that would be regarded as confidential by a reasonable business person and relating to the business plans, financial information, operations, processes, know-how, designs, trade secrets or services of the disclosing party as well as such information with respect to a third party disclosed by or on behalf of one party to the other party in connection with the Agreement and the Services, whether marked confidential or not.
Each party undertakes that it shall not at any time use or disclose to any person (and shall use its best endeavours to prevent the use, publication or disclosure of) any Confidential Information except as permitted by paragraph 11.3.
Each party may disclose the other party’s Confidential Information:
to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this paragraph; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
Marketing and Promotional Activities  Client and Goodstack will participate in the following promotional activities:
After the Effective Date, Goodstack may issue a press release that identifies Client as a new user of the Services (“Press Release”). Goodstack will provide a draft of the Press Release to Client for approval, which Client will not unreasonably withhold or delay. Upon Goodstack's request, Client will provide to Goodstack a quote from a Client executive regarding Client’s motivation for partnering with Goodstack, which Goodstack may include in the Press Release.
Upon Goodstack's request, Client will participate in up to 3 reference calls with Goodstack's customers during the first 2 years of the Subscription Term.
Upon Goodstack's request, Client will participate in at least 1 written or video case study, or other agreed upon co-marketing activity (“Marketing Materials”). Goodstack will provide a draft of the Marketing Materials to Client for approval, which Client will not unreasonably withhold or delay. Goodstack may use and distribute the Marketing Materials on Goodstack's website and social media channels, and in sales presentations and written communications (e.g., email) to prospective Goodstack customers.
Indemnity
Goodstack shall defend, indemnify and hold harmless the Client against all claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) attributable exclusively to a claim (a “Claim“) that the use of the Platform or Services (“Indemnified Items“) infringes a third party’s Intellectual Property Rights in the United Kingdom.
If any Indemnified Item is found to infringe in the United Kingdom a third party’s Intellectual Property Rights, or in the reasonable opinion of Goodstack is likely to be the subject of a Claim, Goodstack may, at its option:
obtain for the Client the right to use the Indemnified Item;
replace or modify the Indemnified Item so that it becomes non-infringing; or
remove the Indemnified Item and refund any prepaid portion of the Fees paid in advance in respect of any affected Services for the period following such removal.
Goodstack shall have no liability or obligation to the extent that any Claim results from:
use of any Indemnified Item in combination with any software, hardware, Intellectual Property Rights, products or other equipment or materials not supplied by or approved in writing by Goodstack;
Goodstack's compliance with designs or specifications of the Client;
use of an allegedly infringing version of the Indemnified Item, if the infringement could have been avoided by the use of a later version made available to the Client by Goodstack;
the Client’s use of an Indemnified Item in a manner contrary to the instructions given to the Client by Goodstack;
the Client’s use of an Indemnified Item after notice of the alleged or actual infringement from Goodstack or the third party; or
modification, repair, adjustment or enhancement of the Indemnified Item other than by or on behalf of Goodstack or at Goodstack's written direction.
In no circumstances shall Goodstack be liable for any losses, costs or expenses incurred by the Client for any indirect, consequential or special loss or damage.
The provisions of this paragraph 12 state the entire liability and obligation of Goodstack and exclusive remedy of the Client for claims that any Indemnified Item infringes a third party’s intellectual property rights.
The Client shall defend, indemnify and hold harmless Goodstack against all claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with:
the Client’s use of and access to the Services;
the Client’s Marks or use of Goodstack's Intellectual Property Rights in conjunction with such Marks; and
a Claim that use of the Client Data infringes a third party’s Intellectual Property Rights.
With respect to the indemnity obligations in paragraphs 13.1 and 13.6:
the indemnified party must give written Notice of the Claim promptly to the indemnifying party;
the indemnified party must give the indemnifying party sole control of the defence and settlement of the Claim;
the indemnified party must not compromise or settle such Claim;
the indemnified party must provide to the indemnifying party, at the indemnifying party’s expense, all reasonable information and assistance; and
the indemnified party must use all reasonable endeavours to mitigate any losses or damage.
Limitation of Liability
Except as expressly and specifically provided in these Standard Terms:
the Client assumes sole responsibility, and Goodstack shall have no liability, for results obtained from the use of the Services by the Client for conclusions drawn by the Client from such use, and for any actions taken by the Client in consequence of such results or conclusions;
Goodstack shall have no liability for any damage caused by errors, inaccuracies or omissions in the Client Data or Goodstack Data or any other information or instructions provided by the Client in connection with the Services, or any actions taken by Goodstack at the Client’s direction; and
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
Nothing in these Standard Terms excludes or limits the liability of either party:
for death or personal injury caused negligence;
for fraud or fraudulent misrepresentation;
for breach of the obligations implied by section 12 of the Sale of Goods Act 1979, or section 2 of the Supply of Goods and Services Act 1982; or
any other liability which may not be excluded by law.
Subject to paragraph 14.2 Goodstack shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:
any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss; or
any special, indirect or consequential loss, costs, damages, charges or expenses; in either case, however arising in connection with the Services.
Subject to paragraphs 14.1, 14.2 and 14.3, Goodstack's total aggregate 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 Services shall, in respect of any claim, be limited to the total Fees paid in respect of the Service Order relevant to such claim during the 12 months immediately preceding the date on which the claim arose.
Term and Termination
The Agreement shall, unless otherwise terminated as provided in this paragraph 14, commence on the Effective Date and each Service Order shall continue in force until the end of the Initial Subscription Term applicable to such Service Order. Thereafter the relevant Service Order will automatically renew for further successive 12-month periods (each a “Renewal Term“) on the same terms and conditions (subject to any change in the Fees in accordance with paragraph 8) unless either party provides the other with its written intention not to renew at least 30 days’ prior to the end of the Initial Subscription Term or the then-current Renewal Term, as applicable.
Goodstack may terminate the Agreement or any Service Order for convenience at any time by giving not less than 30 days’ prior written Notice to the Client, and provided that Goodstack shall refund the Client any prepaid portion of the applicable Fees in respect of the remainder of the applicable Subscription Term following the effective date of termination.
Without affecting any other right or remedy available to it, either party may terminate the Agreement or any Service Order with immediate effect by giving written Notice to the other party if:
the other party fails to pay any amount due in connection with the Agreement on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make such payment;
the other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its 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 its assets or ceasing to carry on business; or
the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
On termination of the Agreement or any Service Order for any reason:
all Client Accounts and all rights granted under the Agreement or the relevant Service Order (as applicable) shall immediately terminate and the Client shall immediately cease all use of the Platform and the Services in relation to such;
each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party; and
any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
Force Majeure
Neither party shall have any liability to the other party if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the party the subject of the force majeure event, or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, pandemic, epidemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the other party is notified of such an event and its expected duration.
Waiver
No failure or delay by a party to exercise any right or remedy provided under these Standard Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and Remedies
Except as expressly provided in these Standard Terms, the rights and remedies provided under these Standard Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement, and the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Entire Agreement
The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into the Agreement it has not relied on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
Neither Goodstack or the Client shall have a claim for innocent or negligent misrepresentation based on any statement in the Agreement.
We reserve the right, at our sole discretion, to change or modify portions of the Agreement at any time. If we do this, we will post the changes here and will indicate at the top of the page the date the changes become effective. Your continued use of the Services on or after the date any such changes become effective constitutes your acceptance of the new Agreement.
Assignment
The Client shall not, without the prior written consent of Goodstack, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
Goodstack may at any time (i) engage subcontractors in the provision of the Services and (ii) by Notice to the Client (and without any requirement to seek consent of the Client) assign all or any of its rights under the Agreement to a third party.
No Partnership or Agency
Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third Party Rights
The Agreement does not confer any rights on any person or party (other than the parties to these Standard Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Notices
Any notice required to be given under these Standard Terms, including notices of early termination, breach and the like, (“Notices“) shall be in writing and in English and, where sent (i) in physical form, shall be sent by commercial courier, or a Royal Mail service that provides for evidence of time and date of delivery, to the other party at its address set out in the relevant Service Order, or such other address as may have been notified by that party for such purposes; and (ii) by email to the representative email address notified by that party in the relevant Service Order and shall be deemed received when sent, provided no bounce back or notification of failed delivery has been received by the sender.
Governing Law
The Agreement 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 law of England and Wales.
Jurisdiction
The Client and Goodstack irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).