Good Legals Day: Standard Terms & Conditions
BACKGROUND: These Standard Terms & Conditions, together with any documents referred to therein, set out the terms under which We will provide the Good Legals Day to You. Please read these Standard Terms & Conditions carefully and ensure that You understand them before agreeing to purchase the Good Legals Day. If You do not agree to be bound by these Standard Terms & Conditions, You will not be able to purchase a Good Legals Day.
1. Definitions and Interpretation
In these Standard Terms & Conditions, unless the context otherwise requires, the following expressions have the following meanings:
"Acceptance"
means Our acceptance of Your offer to purchase a Good Legals Day;
"Agreement"
means the agreement between You and Us pursuant to which We shall provide the Good Legals Day on the terms set out in these Standard Terms & Conditions;
"Commencement Date"
means the date on which You enter into the Agreement with Us;
"Confidential Information"
means information which is confidential in nature or which is or may be commercially sensitive, and which is disclosed as a result of or in connection with Your participation in the Good Legals Day. Confidential Information may include (but is not limited to) information of a secret, sensitive or confidential nature which is disclosed by You to Us in the course of the Good Legals Day, whether that disclosure is made orally or in writing, and whether or not the information is expressly stated to be confidential or marked as such.
"Consumer"
means a “consumer” as defined by the Consumer Rights Act 2015, who enters into contracts for their personal use and for purposes wholly or mainly outside the purposes of any business;
"Data Protection Legislation"
Means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data;
"Fees"
means the total fees payable for the Good Legals Day as set out in Clause 7;
"Intellectual Property Rights"
means:
a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and email addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and email addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
(c) Our rights in or in relation to the Good Legals Materials and/ or any contracts or policies We may provide to You in the course of the Good Legals Day;
(d) rights of the same or similar effect or nature as or to those in paragraphs (a),(b) and (c) which now or in the future may subsist; and
(e) the right to sue for past infringements of any of the foregoing rights;
"Good Legals Day"
means the session of up to six (6) hours’ duration to be provided to You by Us under the Agreement;
"Good Legals Materials"
means any and all materials which We may provide to You as a result of your participation in the Good Legals Day, including but not limited to any contracts, terms & conditions, policies other legal documents which we may provide to you in the course of the Good Legals Day on the terms of the Agreement ;
"Our Site"
means the website owned and operated by Us at www.goodlegalsclub.co.uk;
"Term"
shall have the meaning set out in Clause 2.5;
"Us" or "We"
means Gooding Consultancy Services Limited, trading as The Good Legals Club ®, a company registered in England and Wales with registration number 11801202, registered office at 141 Englishcombe Lane, Bath, United Kingdom, BA2 2EL, United Kingdom and registered VAT number 402293530; and
"You"
means the person to whom We shall provide the Good Legals Day under the Agreement.
2. Agreement and Term
2:1
In order to take part in the Good Legals Day, You will first need to submit an order through Our Site.
2:2
No part of Our Site constitutes a contractual offer capable of acceptance. Your order constitutes a contractual offer to purchase the Good Legals Day. We may, at Our sole discretion, accept that offer. Our acceptance is indicated by Us sending You, by email, Our confirmation email which constitutes Our acceptance of Your offer. Only once We have sent Our acceptance and You have paid the Fee will there be a legal, binding Agreement between You and Us.
2:3
We will provide the Good Legals Day to You on the terms set out in these Standard Terms & Conditions.
2:4
You understand and agree that You are entering into the Agreement with Us for purposes relating to Your business or profession, and not as a Consumer within the meaning of the Consumer Rights Act 2015.
2:5
The Agreement shall come into force on the Commencement Date and shall continue until:
2.5.1 the Good Legals Day has been provided to You or (if earlier);
2.5.2 the expiry of three (3) months from the Commencement Date; or
2.5.3 the Agreement is terminated in accordance with Clauses 9 – 10;
(the “Term”).
(the “Term”).
3. Good Legals Day
3.1
Good Legals Day to be provided by Us is described on Our Site and in the Agreement.
3.2
The Good Legals Club ® is not a traditional solicitors’ firm. In providing the Good Legals Day to You, We shall be acting as an non-SRA regulated legal consultancy. For further information regarding Our regulatory status please see the Regulatory Information section of Our Site.
3.3
Nothing in the Agreement shall be deemed to create any:
3.3.1 partnership, joint venture or agency between You and Us;
3.3.1 partnership, joint venture or agency between You and Us;
3.3.2 employment relationship between You and any of Our directors or employees; or
3.3.3 other fiduciary relationship between You and Us,
other than the contractual relationship expressly provided for in the Agreement.
3.4
We shall make all reasonable efforts to ensure that the general description of Good Legals Day which appears on Our Site corresponds to the actual services that will be provided to You. However, You and We understand that the precise contents of the Good Legal Day will vary from client to client, in accordance with that client’s background and legal requirements.
3.5
We do not make any guarantee that You or Your business will obtain a particular outcome or result from the Good Legals Day. Decisions as to whether and how to adapt or use the legal documents and apply the principles covered in Good Legals Day are entirely Your responsibility.
3.6
You understand that any testimonials provided on Our website do not and are not intended to represent or guarantee that any other recipient of Good Legals Day, or of Our legal consultancy services generally, will receive the same or similar results.
3.7
You understand that the Good Legals Day is not intended to be a substitute for financial, tax or other professional advice, and that it is Your responsibility to seek such independent professional advice where necessary.
4. Scheduling of Good Legals Day
4.1
Good Legals Day will take place:
4.1.1 online (via Zoom or similar online platform) unless agreed otherwise; and
on the date selected by You through Our Calendly Scheduling tool, or as otherwise mutually agreed by You and Us in advance.
4.1.1 online (via Zoom or similar online platform) unless agreed otherwise; and
4.1.2 at a fixed time and date;
on the date selected by You through Our Calendly Scheduling tool, or as otherwise mutually agreed by You and Us in advance.
4.2
You may reschedule the Good Legals Day to a mutually agreeable date within the Term, without additional charge, provided You give not less than 48 hours’ notice in each case. Your ability to reschedule will in all cases be subject to Our availability.
4.3
If You cancel or reschedule a session other than in accordance with Clause 4.2, You may forfeit that session. For the avoidance of doubt, there will be no reduction or refund of Fees in respect of any forfeited Good Legals Day.
5. Our Obligations
5.1
In providing the Good Legals Day to You, We shall act at all times with reasonable skill and care, consistent with prevailing standards in the legal consultancy industry in the United Kingdom.
5.2
We shall ensure that any persons engaged by Us to provide Good Legals Day to You have the requisite skills and experience to provide those sessions.
5.3
We will make every reasonable effort to provide Good Legals Day in a timely manner, at the date(s) and time(s) agreed with You. In certain circumstances, including (but not limited to) where We encounter a technical issue, We may need to postpone the delivery of the Good Legals Day, and/ or Your access to the Good Legals Materials. We shall use all reasonable endeavours to resolve any such issues. However, We shall not be liable for any delay in the provision of Good Legals Day or access to the Good Legals Materials due to technical issues or circumstances outside Our control or to any Event Outside Our Control as described in Clause 13.
5.4
Our obligations to You under the Agreement are limited to providing Good Legals Day and such Good Legals Materials as You and We may agree in the course of the Good Legals Day. Any request You may make for additional advice or assistance outside the Good Legals Day shall not be included in the Fee. We may at Our sole discretion decline to deal with any such request. If We do agree to deal with any such additional request under this Clause 5.4, We may impose an additional charge for Our time. Any such charge will be agreed with You in advance.
5.5
We undertake that, during the course of the Agreement and after its termination, We will not disclose or use Confidential Information disclosed by You to Us in connection with Your participation in the Good Legals Day unless:
5.5.1 You have given Your written consent in advance;
5.5.1 You have given Your written consent in advance;
5.5.2 the Confidential Information becomes public knowledge other than by reason of Our unauthorised disclosure;
5.5.3 the Confidential Information is provided to Us by a third party without breach of any obligation to You;
5.5.4 We are required as matter of law to disclose that Confidential Information;
5.5.5 as a result of Your disclosure of Confidential Information to Us, We reasonably believe there to be an imminent or likely risk of harm to You or to others; or
5.5.6 the Confidential Information relates to illegal activity.
6. Your Obligations
6.1
During the Term, You undertake to:
6.1.1 communicate honestly;
6.1.1 communicate honestly;
6.1.2 provide promptly any information requested from You in order to enable Us to provide the Good Legals Day and the Good Legals Materials;
6.1.3 conduct Yourself in a responsible and courteous manner at all times; and
6.1.4 attend the Good Legals Day on time.
6.2
You understand and acknowledge the importance of the Confidential Information and Intellectual Property to Our business, and You accordingly warrant and undertake to comply at all times with Your obligations in relation to Our Intellectual Property Rights as set out in Clause 8 below.
6.3
We reserve the right to suspend or terminate Your participation in the Good Legals Day and/ or Your access or use of the Good Legals Materials if You materially breach the provisions of this Clause 6 or any of the other provisions of the Agreement. If We suspend or terminate Your participation in the Good Legals Day and/ or Your access to the Good Legals Materials under this Clause 6.3, no refund shall be due in respect of the Fees (or any part thereof).
6.4
ou shall indemnify Us, and any person(s) acting on Our behalf, in respect of any and all losses, costs, claims or demands suffered by Us (or them) arising out of Your breach of the Agreement including these Terms & Conditions.
7. Our Fees
7.1
In consideration for Us providing the Good Legals Day to You, You agree to pay the Fees in accordance with this Clause 7.
7.2
The Fees for the Good Legals Day shall be the Fees displayed on Our Site at the time of Our Acceptance. The Fees on Our Site are inclusive of VAT.
7.3
The Fees shall be payable in one lump sum payment, via the payment gateway on Our Site.
7.4
Any fees charged by Your bank or Your debit or credit card provider in connection with Your payment of the Fees are for Your own account and We shall not be responsible for these.
7.5
You shall be responsible for all costs You incur in connection with Your access to the Good Legals Day and Your use of the Good Legals Materials.
7.6
If the Fees are not paid in accordance with this Clause 7, We reserve the right to:
7.6.1 charge interest on any overdue sum at the rate of 4% per annum above the base rate of the bank of England from time to time. Interest under this Clause 7.6.1 will accrue from the due date for payment until the actual date of payment of the overdue sum, and is payable on demand;
7.6.2 suspend Your access to the Good Legals Day until payment of all outstanding Fees (together with any interest charged under Clause 7.6.1 above) is made in full; and/ or
7.6.3 terminate the Agreement, in accordance with Clause 10.1.
7.6.1 charge interest on any overdue sum at the rate of 4% per annum above the base rate of the bank of England from time to time. Interest under this Clause 7.6.1 will accrue from the due date for payment until the actual date of payment of the overdue sum, and is payable on demand;
7.6.2 suspend Your access to the Good Legals Day until payment of all outstanding Fees (together with any interest charged under Clause 7.6.1 above) is made in full; and/ or
7.6.3 terminate the Agreement, in accordance with Clause 10.1.
7.7
We make all reasonable efforts to ensure that the Fees shown on Our Site are correct at the time of going online. We reserve the right to change the Fees and to add, alter or remove special offers from time to time and as necessary. Changes in the Fees will not affect You if You have already entered into the Agreement.
8. Intellectual Property
8.1
All Intellectual Property Rights subsisting in the Good Legals Materials shall at all times remain Our exclusive property (or the property of Our licensors, as appropriate). Nothing in the Agreement shall vest in You any rights in the Good Legals Materials or any other material provided by or belonging to Us (or Our licensors, as appropriate).
8.2
When We provide You with access to the Good Legals Materials, We will grant You a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Good Legals Materials for the purposes of Your business. The licence granted to You does not give You any rights in the Good Legals Materials (including any materials that We may licence from third parties).
8.3
If You become aware of any actual or threatened infringement of Our Intellectual Property Rights, You agree to inform Us immediately in writing.
9. Cancellation by You
9.1
You may cancel the Agreement immediately if We have committed a material breach of the Agreement, You have given Us written notice of that breach, and We have failed to remedy the said breach within fourteen (14) days of Your notice.
9.2
If You wish to cancel the Agreement in accordance with Clause 9.1:
9.2.1 You must inform Us by email at emma@goodlegalsclub.co.uk; and
9.2.2 provided We agree that You are entitled to cancel the Agreement under Clause 9.1, We shall refund You for any Fees paid for Good Legals Day that You have not yet received, as at the date of Your cancellation.
9.2.1 You must inform Us by email at emma@goodlegalsclub.co.uk; and
9.2.2 provided We agree that You are entitled to cancel the Agreement under Clause 9.1, We shall refund You for any Fees paid for Good Legals Day that You have not yet received, as at the date of Your cancellation.
9.3
Any refunds made under Clause 9.2 will be made using the same payment method You used when placing Your order.
9.4
With the exception of the cancellation rights set out in Clause 9.1 above:
9.4.1 You shall not be entitled to cancel the Agreement at any time during the Term; and
9.4.2 You shall not be entitled to a refund of the Fees (or any part thereof).
9.4.1 You shall not be entitled to cancel the Agreement at any time during the Term; and
9.4.2 You shall not be entitled to a refund of the Fees (or any part thereof).
10. Our right to terminate the Agreement
10.1
We shall have the right to terminate the Agreement immediately if:
10.1.1 You breach any of the terms of the Agreement including but not limited to:
10.1.1.1 Your obligations as set out in Clause 6;
10.1.1.2 Your obligation to pay the Fees (and any instalments) in full and on time, in accordance with Clause 7; or
10.1.1.3 Your obligations in respect of Our Intellectual Property (Clause 8);
10.1.2 You cease to carry on business, are declared bankrupt or enter into an insolvency or administration procedure or voluntary arrangement or composition with creditors; or
10.1.3 You have in our reasonable opinion acted in such a way as might affect Our goodwill or reputation, or our ability to deliver the Good Legals Day to you or any of Our services to other clients.
10.1.1 You breach any of the terms of the Agreement including but not limited to:
10.1.1.1 Your obligations as set out in Clause 6;
10.1.1.2 Your obligation to pay the Fees (and any instalments) in full and on time, in accordance with Clause 7; or
10.1.1.3 Your obligations in respect of Our Intellectual Property (Clause 8);
10.1.2 You cease to carry on business, are declared bankrupt or enter into an insolvency or administration procedure or voluntary arrangement or composition with creditors; or
10.1.3 You have in our reasonable opinion acted in such a way as might affect Our goodwill or reputation, or our ability to deliver the Good Legals Day to you or any of Our services to other clients.
10.2
If We terminate the Agreement under Clause 10.1:
10.2.1 any outstanding Fees shall immediately become due and payable by You; and
10.2.2 You shall not be entitled to any refund of the Fees (in whole or in part).
10.2.1 any outstanding Fees shall immediately become due and payable by You; and
10.2.2 You shall not be entitled to any refund of the Fees (in whole or in part).
10.3
We shall have the right to terminate the Agreement if an Event Outside Our Control occurs that continues for more than 60 days, or if We are unable to provide or continue to provide the Good Legals Day due to the non-availability of the necessary personnel and/ or materials, or for technical reasons.
10.4
We shall have the right to terminate the Agreement, at any time and for any reason, on 14 days written notice.
10.5
If We terminate the Agreement under Clause 10.3 or 10.4, You shall only be required to pay the Fees if We have provided the Good Legals Day as at the date of termination. This sum will be deducted from any refund of Fees due to You. Any refunds made under this Clause 10.5 will be made using the same payment method You used when paying the Fees.
11. Effects of termination
11.1
Upon cancellation or termination of the Agreement:
11.1.1 any outstanding Fees due from You to Us under the Agreement shall become immediately due and payable;
11.1.2 the licence granted to You by Us under Clause 8.2 shall terminate immediately;
11.1.3 You undertake (if We so request) to destroy any soft or hard copies of the Good Legals Materials that are in your possession, custody or control, and to confirm to Us in writing that You have done so;
11.1.4 You and We agree not to engage in any conduct or communications, public or private, intended or likely to have the effect of disparaging the other or damaging their interests;
11.1.5 all clauses of the Agreement which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
11.1.6 termination or cancellation shall not affect any remedy which the terminating party may have in respect of the event giving rise to the termination or cancellation or in respect of any breach of the Agreement which existed at or before the date of termination; and
11.1.7 subject as provided in this Clause 11, and except in respect of any accrued rights, neither party shall be under any further obligation to the other.
11.1.1 any outstanding Fees due from You to Us under the Agreement shall become immediately due and payable;
11.1.2 the licence granted to You by Us under Clause 8.2 shall terminate immediately;
11.1.3 You undertake (if We so request) to destroy any soft or hard copies of the Good Legals Materials that are in your possession, custody or control, and to confirm to Us in writing that You have done so;
11.1.4 You and We agree not to engage in any conduct or communications, public or private, intended or likely to have the effect of disparaging the other or damaging their interests;
11.1.5 all clauses of the Agreement which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
11.1.6 termination or cancellation shall not affect any remedy which the terminating party may have in respect of the event giving rise to the termination or cancellation or in respect of any breach of the Agreement which existed at or before the date of termination; and
11.1.7 subject as provided in this Clause 11, and except in respect of any accrued rights, neither party shall be under any further obligation to the other.
12. Our liability
12.1
We make reasonable efforts to ensure that any Good Legals Materials we provide are accurate, complete and up-to-date. We do not, however, make any representations, warranties or guarantees (whether express or implied) in this regard. We are under no obligation to update the Good Legals Materials after they are provided to You.
12.2
To the fullest extent permitted by law, We shall not be liable to You for any inaccurate information provided in the course of the Good Legals Day and/ or in the Good Legals Materials.
12.3
We shall not be liable to You for any reliance by You on any information provided to You by Us; any loss or corruption of data or hardware; any loss of profit, loss of business, interruption to business, loss of business opportunity, loss of goodwill or reputation or any other indirect, special or consequential loss or damages.
12.4
Our total liability to You in respect of any claims arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees paid by You to Us under the Agreement.
12.5
Nothing in the Agreement seeks to exclude or limit Our liability for death or personal injury caused by Our negligence, or for fraud or fraudulent misrepresentation, or for any other liability which cannot be excluded by English law.
12.6
The provisions of this Clause 12 shall survive the termination or expiry of the Agreement.
13. Events outside Our control
We shall not be liable for any failure or delay in performing Our obligations under the Agreement where that failure or delay arises from a cause or event that is beyond Our control. Such causes or events may include, but are not limited to: power failure, internet service provider failure, internet service interruptions, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic, pandemic or other natural disaster or any other event that is beyond Our reasonable control.
14. Data Protection
14.1
All personal information that You and We may use shall be collected, processed and held in accordance with the provisions of the Data Protection Legislation and the data subjects’ rights (including the rights of the parties to the Agreement) under the Data Protection Legislation.
14.2
For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of Your rights and how to exercise them, and personal data sharing (where applicable), please refer to the Privacy & Cookie Policy on Our Site.
14.3
You hereby consent to Us holding, processing and accessing Your personal and sensitive personal data for all purposes relating to provision of the Good Legals Day under the Agreement, in accordance with Our Data Protection Policy and this Clause 14.
15. Contacting Us
If You wish to contact Us about any aspect of Our service, or to serve any notice under the Agreement, You may do so by email at emma@goodlegalsclub.co.uk.
16. No Waiver
No failure or delay by Us in exercising any of Our rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by Us of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
17. Assignment, Sub-Contracting and Third Party Rights
17.1
We may transfer (assign) Our rights under the Agreement to a third party (this may happen, for example, if We sell Our business). If this occurs, You will be informed by Us in writing.
17.2
You may not transfer (assign) Your obligations and rights under the Agreement without Our express written permission.
17.3
We shall be entitled to perform any of Our obligations under the Agreement through suitably qualified and skilled sub-contractors.
17.4
The Agreement is between You and Us. No part of the Agreement is intended to benefit or confer rights on any other person, and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
17.5
Subject to the above provisions of this Clause 17, the Agreement shall continue and be binding on Your and / or Our transferee, successors and assigns, as required.
18. Severance
In the event that one or more of the provisions of the Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement. The remainder of the Agreement shall be valid and enforceable.
19. Entire Agreement
19.1
The Agreement contains the entire agreement between You and Us with respect to its subject matter and supersedes and extinguishes all previous agreements, assurances, warranties, representations and understandings between You and Us with respect to its subject matter.
19.2
You and We acknowledge that, in entering into the Agreement, You and We do not rely on any representation, warranty, assurance or other provision (made innocently or negligently) except as expressly provided in the Agreement, and shall have no remedies in respect thereof.
20. Amendments to these Standard Terms & Conditions
We may revise these Standard Terms & Conditions from time to time. If We make changes to these Standard Terms & Conditions which will materially affect Your rights or obligations under the Agreement, We will give You written notice of the changes before they take effect.
21. Complaints and Dispute Resolution
21.1
You agree that if You have any complaints or issues with the Good Legals Day or the services provided by Us or on Our behalf, You will contact us as soon as possible and work collaboratively with us to attempt to resolve those issues in a constructive way.
21.2
If You and We are unable to resolve any issues informally in accordance with Clause 21.1, then any dispute, controversy or claim between the You and Us arising out of or in connection with this Agreement (a “Dispute”) shall be resolved in accordance with the remainder of this Clause 21.
21.3
In the event of a Dispute arising, either party shall give the other party written notice of the Dispute, setting out its nature and particulars (a “Dispute Notice”) together with the supporting documents.
21.4
On service of the Dispute Notice, You and We shall attempt in good faith to resolve the Dispute by negotiation.
21.5
If the Dispute is not resolved within 90 days after service of the Dispute Notice, the Dispute shall be finally resolved by the courts of England and Wales in accordance with Clause 22.
22. Law and Jurisdiction
22.1
This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
22.2
Any dispute, controversy or claim between the parties arising out of or in connection with this Agreement shall fall within the exclusive jurisdiction of the courts of England and Wales.