The Members’ attention is drawn in particular to the provisions of clauses 13.
The definitions and rules of interpretation in this clause apply in this Agreement.
This Agreement means these Terms & Conditions and the Joining Form as may completed by the Members online.
Business Day means any day which is not a Saturday, Sunday or public holiday in the UK and/or other Euro zone countries.
Change of Control means the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions.
Confidential Information means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.
Directory Listing means online directory listed on the Website or on any such platform as may be selected by Goodmoney from time to time.
Effective Date means the date on which the Joining Form is submitted.
Goodmoney means Goodmoney Community Interest Company, registered in England and Wales under company number 09108813 and with our registered office at The FuseBox, Level 4 North, New England House, New England Street, Brighton BN1 4GH.
Information means the information made available to the Members by Goodmoney via the Website or
Initial Subscription Term means the initial term of this Agreement as set out in the Joining Form.
Joining Form means the form to be completed online by the Members when subscribing to the Goodmoney’ Subscription Services.
Login Details means user name & password of the Members.
Members means businesses to which the Subscription Services will be provided by Goodmoney as set out in the Joining Form.
Members Code of Conduct means the undertaking by the Members that the Members’ Data and any Submission they post are accurate, truthful and not misleading, infringing intellectual property rights, defamatory, obscene, illegal, violent and/or threatening to other’s security or privacy.
Members Data means the personal data uploaded by the Members or Goodmoney on the Members’ behalf on the Website for the purpose of using the Subscription Services or facilitating the Members’ use of the Subscription Services.
Membership Fees means the membership fees payable by the Members to Goodmoney for the Directory Listing, as set out in the Joining Form.
Normal Business Hours means 9.00 am to 5.00 pm local UK time, each Business Day.
Renewal Period means the period described in clause 14.1.
Software means the online software applications provided by Goodmoney as part of the Subscription Services.
Submission means any information uploaded by the Members onto the Website.
Subscription means the subscription to the Subscription Services purchased by the Members pursuant to clause 9 which entitle the Members to access and use the Subscription Services and the Information in accordance with this Agreement.
Subscription Fees means the Membership Fees and/or the Vouchers Redemption Commission as applicable and/or any such other fees for any services that may be provided by Goodmoney from time to time.
Subscription Services means the Directory Listing and/or the Vouchers Services and/or any such other services that may be provided by Goodmoney from time to time.
Subscription Term has the meaning given in clause 14.1 and the Joining Form, being the Initial Subscription Term together with any subsequent Renewal Periods.
Virus means any thing or device including any software, code, file or programme which may: 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.
Vouchers Redemption Commission means the commission rate published here to be paid by the Members to Goodmoney for the redemption of vouchers services.
Vouchers Services means the provision of Vouchers and redemption of vouchers.
Website means www.goodmoney.co.uk or such other website as may be used by Goodmoney form time to time.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3 A person includes an individual, corporate or unincorporated body whether or not having separate legal personality and that person’s legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Words in the singular shall include the plural and vice versa.
1.6 A reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.8 A reference to writing or written includes faxes but not e-mail.
1.9 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.
2.1 Subject to the Members purchasing the Subscription Services in accordance with this Agreement, Goodmoney hereby grants the Members a non-exclusive, non-transferable right to use the Subscription Services and the Information during the Subscription Term solely for the Members’ personal use and information.
2.2.1 not to allow or suffer their Subscription to be used by any other person;
2.2.2 to keep their Members’ Login Details for their use of the Subscription Services and Information and shall keep their password confidential;
2.2.3 to permit Goodmoney, at Goodmoney’s expense, to audit the Subscription Services in order to establish the name and password of the Members with reasonable prior notice, in such a manner as not to substantially interfere with the Members’ normal conduct of business; and
2.2.4 if any of the audits referred to in clause 2.2.3 reveal that any password has been provided to any person who is not a Members, then without prejudice to Goodmoney’ other rights, Goodmoney shall promptly disable such passwords.
2.3 The Members shall confirm to the Members Code of Conduct and Goodmoney reserves the right, without liability or prejudice to its other rights to the Members, to disable the Members’ access to any material that breaches the provisions of this clause.
2.4 The Members shall not:
2.4.1 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 this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, distribute reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any portion of the Software and/or Information as applicable in any form or media or by any means; and/or
2.4.2 access all or any part of the Subscription Services and Information in order to build a product or service which competes with the Subscription Services and/or the Information; and/or
2.4.3 use the Subscription Services and/or Information to provide Subscription Services to third parties; and/or
2.4.4 subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services and/or Information available to any third party, and/or
2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Subscription Services and/or Information, other than as provided under this clause 2.
2.5 The Members shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and/or the Information and, in the event of any such unauthorised access or use, promptly notify Goodmoney.
The Members have the right to post Submission on the Website. Such Submission must comply with the Members Code of Conduct and Goodmoney reserves the right to publish on the Website or elsewhere any Submission posted as it thinks fit.
Goodmoney reserves the right to suspend membership in the event that it is assessing a complaint made against the relevant Member, there is a dispute with another Member or any other third party, the Members receive negative Submission that brings or is likely to bring Goodmoney’ reputation into disrepute and/or for any reason as Goodmoney may in its absolute discretion think fit.
3.3.2 If Members are suspended then they shall remain listed in the Members Database but may not be listed on the Website until they have been notified in writing by Goodmoney that the suspension has ended.
3.3.3 During the term of a suspension, Goodmoney may conduct an investigation and if, in its sole discretion, it is satisfied that:
(a) no breach of this Agreement, including but not limited, the Members Code of Conduct, has occurred or that a complaint was proven to be unjustified or inappropriate, or if a breach has occurred, it has been rectified, or if there was a dispute it has been resolved, then Goodmoney shall have the right at its sole discretion, but shall be under no obligation, to reinstate the Members’ membership; or
(b) a breach of this Agreement, including but not limited, the Members Code of Conduct, has occurred and has not been rectified, or that a complaint was proven to be justified or appropriate, or if there was a dispute it has not yet been or cannot be resolved, then Goodmoney shall have the right at its sole discretion, but shall be under no obligation, to remove the Members’ listing form the Website and this Agreement shall be terminated in accordance with clause 14.2.2(b).
3.3.4 If the outcome of the investigation by Goodmoney is that membership should not have been suspended, then Goodmoney shall extend the Term by the period of time that it had been suspended for.
4.1 Goodmoney shall, during the Subscription Term, provide the Subscription Services and make available the Information to the Members on and subject to the terms of this Agreement.
4.2 Goodmoney shall use commercially reasonable endeavours to make the Subscription Services available 24 hours a day, seven days a week, except for:
4.2.1 planned maintenance carried out as shall be announced;
4.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that Goodmoney has used reasonable endeavours to give the Members notice in advance as soon as it is able to; and/or
4.2.3 unpredictable events such as Virus, power failure, etc.
5.1 Goodmoney shall follow its backup procedures for Members Data and such procedures may be amended by Goodmoney in its sole discretion from time to time. In the event of any loss or damage to Members Data, the Members’ sole and exclusive remedy shall be for Goodmoney to use reasonable commercial endeavours to restore the lost or damaged Members Data from the latest back-up of such Members Data maintained by Goodmoney. Goodmoney shall not be responsible for any loss, destruction, alteration or disclosure of Members Data caused by any third party.
5.2 Goodmoney shall, in providing the Subscription Services, comply with its privacy and security procedures and such procedures may be amended from time to time by Goodmoney in its sole discretion.
5.3 If Goodmoney processes any personal data on the Members’ behalf when performing its obligations under this Agreement, the parties record their intention that the Members shall be the data controller and Goodmoney shall be a data processor and in any such case:
5.3.1 the Members acknowledge and agree that the personal data may be transferred or stored outside the EEA in order to carry out the Subscription Services and Goodmoney’ other obligations under this Agreement; and
5.3.2 the Members shall transfer the relevant personal data to Goodmoney so that Goodmoney may lawfully use, process and transfer the personal data in accordance with this Agreement on the Members’ behalf.
6.1 The Members acknowledge that the Subscription Services will enable or assist them to access the website content of, correspond with, and receive or acquire services from, third parties and that they do so solely at their own risk, in particular, but not limited to SourceFound Inc who are the main provider of the Software and the Members hereby acknowledge that the terms of business of SourceFound Inc shall have a direct effect on the Members including SourceFound Inc’s access to the Members Data, all as set out in the Terms & Conditions of SourceFound Inc.
6.3 For the avoidance of doubt, Goodmoney does not endorse or approve any third-party services, access to which was made available via the Subscription Services.
7.1 Goodmoney will endeavour to perform the Subscription Services in accordance with the Information and with reasonable skill and care but, for the avoidance of doubt, Goodmoney:
7.1.1 does not warrant that the Members’ use of the Subscription Services will be uninterrupted or error-free; or that the Subscription Services, Information and/or the information obtained by the Members through the Subscription Services will meet the Members’ requirements; and
7.1.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Members acknowledges that the Subscription Services and Information may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.2 Goodmoney shall reimburse the face value of the Vouchers, less the Vouchers Redemption Commission.
8.1 The Members hereby warrant that they shall:
8.1.1 co-operate with Goodmoney and provide all necessary access to such information as may be required by Goodmoney to enable it to provide the Subscription Services, including but not limited to Members Data, security access information and configuration Subscription Services;
8.1.2 carry out all other Members responsibilities set out in this Agreement in particular, but not limited to, comply with the Members Code of Conduct;
8.1.3 use the Subscription Services and the Information in accordance with the terms and conditions of this Agreement;
8.1.4 check authenticity of the Vouchers by referring to the latest security check card to be provided to the Members on joining;
8.1.5 check the list of serial numbers of cancelled Vouchers before accepting any Vouchers as such Vouchers shall not be redeemed by Goodmoney;
8.1.6 separate the main body of the Voucher from the stub by tearing along the perforated line, keep the sub and deliver the main body of the Voucher or post to Goodmoney’s trading address as appear on the Website at the time, the receipt of which shall be confirmed by Goodmoney by email.
9.1 The Members shall pay the Subscription fees using the payment method as set out in the Joining Form and agreed between the parties in writing from time to time.
9.2 All amounts and fees stated or referred to in this Agreement:
9.2.1 shall be payable in Pounds Sterling;
9.2.2 are, subject to clause 13.4.2, non-cancellable and non-refundable;
9.2.3 are exclusive of value added tax, which shall be added to Goodmoney’ invoice(s) at the appropriate rate in the UK.
9.3 If Goodmoney has not received payment on the Effective Date or the payment fails to come through at any time during the Subscription Term, then without prejudice to any other rights and remedies of Goodmoney, Goodmoney may, without liability to the Members, disable the Members’ password, account and access to all or part of the Subscription Services and Goodmoney shall be under no obligation to provide any or all of the Subscription Services while the Membership Fees concerned remain unpaid.
9.4 If any of the audits referred to in clause 2.2.3 reveal that the Members have underpaid Membership Fees to Goodmoney, then without prejudice to Goodmoney’ other rights, the Members shall pay to Goodmoney an amount equal to such underpayment as calculated in accordance with the prices set out in the Joining Form within 10 Business Days of the date of the relevant audit.
10.1 The Members acknowledge and agrees that Goodmoney and/or its licensors own all intellectual property rights in the Subscription Services, Information and the Website, including but not limited to any Submission. Except as expressly stated herein, this Agreement does not grant the Members any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks whether registered or unregistered, or any other rights or licences in respect of the Subscription Services or the Information.
10.2 Goodmoney confirms that it has all the rights in relation to the Subscription Services and the Information that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
10.3 When Members upload Submission to the Website, they grant Goodmoney a non-exclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to:
10.3.1 use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and
10.3.2 use the name that you submit in connection with such Submission; and
Goodmoney does not grant Members any rights over Submission other than the right to refer to the Submission for personal use during the Subscription Term.
10.5 The Members authorise Goodmoney to publish the Submission on the Website or elsewhere.
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:
11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2 was in the other party’s lawful possession before the disclosure;
11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
11.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
11.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
11.3 This clause 11 shall survive termination of this Agreement, however arising.
12.1 The Members shall defend, indemnify and hold harmless Goodmoney against claims, actions, proceedings, losses, damages, expenses and costs including without limitation court costs and reasonable legal fees arising out of or in connection with the Members’ use of the Subscription Services and/or Information, provided that:
12.1.1 the Members are given prompt notice of any such claim;
12.1.2 Goodmoney provides reasonable co-operation to the Members in the defence and settlement of such claim, at the Members’ expense; and
12.1.3 the Members are given sole authority to defend or settle the claim.
13.1 This clause 13 sets out the entire financial liability of Goodmoney including any liability for the acts or omissions of its employees, agents and sub-contractors to the Members:
13.1.1 arising under or in connection with this Agreement;
13.1.2 in respect of any use made by the Members of the Subscription Services and Information or any part of them; and
13.1.3 in respect of any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement.
13.2 Except as expressly and specifically provided in this Agreement:
13.2.1 the Members assume sole responsibility for results obtained from the use of the Subscription Services and the Information by the Members, and for conclusions drawn from such use. Goodmoney shall have no liability for any damage caused by errors or omissions in any information, Subscription or scripts provided to Goodmoney by the Members in connection with the Subscription Services, or any actions taken by Goodmoney at the Members’ direction;
13.2.2 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; and
13.2.3 the Subscription Services and the Information are provided to the Members on an “as is” basis.
13.3 Nothing in this Agreement excludes the liability of Goodmoney:
13.3.1 for death or personal injury caused by Goodmoney’ negligence; or
13.3.2 for fraud or fraudulent misrepresentation.
13.4 Subject to clause 13.1, 13.2 and 13.3, Goodmoney makes no representation or commitment and 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 for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement (in this clause 13.4 and 13.5 “Damage”) suffered by the Members further to:
13.4.1 the content or use of, or correspondence with, any such third-party website; and/or
13.4.2 any transactions completed, and any contract entered into by the Members, with any such third party;
13.4.5 the publication of Submission on the Website or elsewhere.
13.5 Goodmoney’ total aggregate liability in contract including in respect of the Damage, indemnity in clause 12, tort including negligence or breach of statutory duty, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Membership Fees paid for the Members Subscriptions during the 12 months immediately preceding the date on which the claim arose.
14.1 This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for the same term as the Initial Subscription Term and each such period shall be referred to as a Renewal Period, unless:
14.1.1 either party notifies the other party of termination, in writing, in which case this Agreement shall terminate 30 days after the date of notification; or
14.1.2 otherwise terminated in accordance with the provisions of this Agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
14.2 Without prejudice to any other rights or remedies to which the parties may be entitled:
14.2.1 either party may terminate this Agreement by written notice as of immediate effect without liability to the other if the other party commits a material breach of any of the terms of this Agreement and if such a breach is remediable fails to remedy that breach within 5 Business Days of that party being notified in writing of the breach; or
14.2.2 Goodmoney may terminate this Agreement by written notice as of immediate effect without liability to the Members if:
(a) is of the opinion that information provided on the Joining Form or Submission is false; and
(b) clause 3.3.3(b) applies.
14.3 On termination of this Agreement for any reason:
14.3.1 all licences granted under this Agreement shall immediately terminate;
14.3.2 each party shall return and make no further use of any equipment, property, Information and other items and all copies of them belonging to the other party;
14.3.3 Goodmoney may destroy or otherwise dispose of any of the Members Data in its possession unless Goodmoney receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Members of the then most recent back-up of the Members Data;
14.3.4 Goodmoney shall use reasonable commercial endeavours to deliver the back-up to the Members within 30 days of its receipt of such a written request, provided that the Members have, at that time, paid all fees and charges outstanding at and resulting from termination whether or not due at the date of termination. The Members shall pay all reasonable expenses incurred by Goodmoney in returning or disposing of Members Data; and
14.3.5 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
Goodmoney shall have no liability to the Members under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes whether involving the workforce of Goodmoney or any other party, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Goodmoney or sub-contractors, provided that the Members are notified of such an event and its expected duration.
16.1 A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
16.2 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
17.1 If any provision or part of a provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
18.1 This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
18.2 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding whether in writing or not of any person whether party to this Agreement or not relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
19.1 The Members shall not, without the prior written consent of Goodmoney, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
19.2 Goodmoney may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
Nothing in this 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.
This Agreement does not confer any rights on any person or party other than the parties to this Agreement and, where applicable, their successors and permitted assigns pursuant to the Contracts (Rights of Third Parties) Act 1999.
22.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in this Agreement.
22.2 A notice delivered by hand shall be deemed to have been received when delivered or if delivery is not in business hours, at 9 am on the first business day following delivery. A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received on despatch, provided that the sender does not receive any indication that the email message transmission has not been successfully transmitted to the intended recipient.
23.1 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation including non-contractual disputes or claims are governed by, and construed in accordance with, the law of England.
23.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation including non-contractual disputes or claims.