Standard Terms of Engagement (1-to-1 Clients)

In these terms, the following words and phrases shall have the following meanings:

means the contract between the Client and Good Legals Club comprising the Proposal and these terms;

means the Client to whom the Proposal is addressed;

means confidential information in whatever form relating to the Client's business, affairs or finances, which is disclosed to the Good Legals Club in connection with the subject matter of the Agreement or which is comprised in the Deliverables;

means any consultant named in the Proposal or otherwise agreed with the Client from time to time;

means works provided by the Good Legals Club to the Client in the course of the Services, including but not limited to contracts and other legal documents, correspondence, training materials and other documents;

means copyright and related rights, database rights, rights to use, and protect the confidentiality of, confidential information and all other intellectual property rights;

means the written proposal agreed between the Good Legals Club and the Client setting out the scope of the Services;

means the services agreed in any Proposal;

means Gooding Consultancy Services Limited T/A The Good Legals Club, a company registered in England & Wales under number 11801202 whose registered office address is at 141 Englishcombe Lane, Bath, United Kingdom, BA2 2EL with VAT number 402293530.

Any reference to any “person” is to an individual, company, partnership or other body corporate.

A reference to any law is a reference to it and any subordinate legislation made under it, in each case as amended or re-enacted from time to time.

Phrases beginning with the word “includes”, “including”, “in particular”, “for example” and similar words shall be construed as illustrative and not exhaustive.

In the event of any conflict between the provisions of these Standard Terms and Conditions and the provisions of the Proposal, the provisions of the Proposal shall prevail.

The Agreement shall come into force on the Client's acceptance of the Proposal and shall continue in force until terminated in accordance with Clause 9.

During the term of the Agreement, the Good Legals Club will, acting through the Consultant, provide the Services with reasonable skill and care.

Without limiting Clause 2.3 above, the Good Legals Club will during the term of the Agreement:

notify the Client as soon as possible after becoming aware of any conflict of interest, and take such steps as the Client may reasonably require in order to avoid or resolve any such conflict of interest. A conflict of interest means any financial or business interest or commercial relationship which the Good Legals Club (or the Consultant) may have in or with any person connected with the Services other than the Client (such as any adverse party in any matter in relation to which the Services are provided);

The Client shall perform such obligations as may be agreed in each Proposal from time to time.

Without limiting Clause 3.1 above, the Client shall during the term of the Agreement co-operate with the Good Legals Club in connection with the performance of the Services, including providing such information, documentation and access as the Good Legals Club may require.

The Good Legals Club's fees may be charged on the basis of a day rate, an hourly rate or a fixed fee, as set out in the relevant Proposal

Unless otherwise agreed:

The day rate is based on a single seven-hour working day, worked in such hours as the Good Legals Club may determine (having regard to the Client's reasonable requirements and any agreed deadlines). Any further time worked on any working day exceeding half an hour in duration shall be charged at the applicable hourly rate;

Work conducted at an hourly rate shall be conducted in such hours as the Good Legals Club may determine (having regard to the Client's reasonable requirements and any agreed deadlines) and charged on the basis of six-minute units (so, for example, a telephone negotiation lasting twenty-eight minutes would be charged as five units, or half an hour); and

Any fixed fee is based on specific assumptions and dependencies. If these are not realised for any reason other than the Good Legals Club's breach or negligence or any event of force majeure affecting the performance of the Services, then any additional work performed by the Good Legals Club will be charged at the applicable hourly rate.

The Good Legals Club shall be entitled to reimbursement at cost of any expenses incurred in the course of providing the Services, provided such expenses have been pre-approved by the Client. No other expenses shall be recoverable by The Good Legals Club unless expressly agreed with the Client in writing.

The Good Legals Club will invoice the Client at the intervals set out in the Proposal (and otherwise monthly in arrears). Each invoice will set out details of the fees payable by the Client in relation to the Services performed and the basis of their calculation. The Client shall pay all invoices under the Agreement on receipt, by electronic transfer to our nominated bank account or by such other means as may be specified on the invoice.

All sums stated in the Proposal and in the Agreement are exclusive of VAT.

If the Client does not pay an invoice within seven (7) days of the due date, the Good Legals Club may suspend performance of the Services and may charge the Client interest under the Late Payment of Commercial Debts (Interest) Act 1998

Subject to Clauses 5.2 and 5.3, the Good Legals Club shall not:

disclose the Client's Confidential Information to any person other than the Good Legals Club's employees, consultants and advisors, in each case to the extent necessary to provide the Services or take legal or professional advice in relation to the subject matter of the Agreement, and provided that any such person is made aware of the confidential nature of the Confidential Information and is subject to binding, written obligations of confidence.

The Good Legals Club's obligations under Clause 5.1 shall not apply to:

any use or disclosure authorised by the Client or required by law (provided that if any disclosure is required by law then the Good Legals Club shall, to the extent permitted to do so by law, notify the Client before making any such disclosure); or

The Client acknowledges and accepts that:

the Good Legals Club uses a cloud-based IT infrastructure and that Confidential Information and personal data disclosed to the Good Legals Club may be hosted by: (i) Google Ireland Ltd (in connection with the provision of cloud- based G-Suite services including email); (ii) Dropbox International Unlimited Company, Ireland (in connection with cloud-based file storage and sharing); Flodesk Inc (in connection with email marketing); and (iv) Calendly (in connection with the provision of scheduling services) in each case on servers within the EEA;

The Good Legals Club uses a range of devices (including desktops, laptops and mobile devices) to undertake work for our clients, on which Confidential Information and personal data may be stored temporarily or permanently. The Good Legals Club ensures that each such device is encrypted, password protected and capable of being deactivated or “wiped” remotely and where appropriate secured by off-the-shelf anti-virus software; and

while The Good Legals Club takes steps to secure its IT systems, it cannot guarantee their security, nor that of any external server or system on which the Client's Confidential Information or personal data may be stored or processed. The Good Legals Club will not be liable to the Client in connection with any disclosure of the Client's Confidential Information or personal data as a result of any interception of communications, attack on the Good Legals Club's IT systems or those of its service providers, theft or loss of its devices or computer virus or other harmful code.

The Good Legals Club is a data controller in its own right in relation to any personal data the Client provides to the Good Legals Club for the purposes of providing the Services. The Good Legals Club will comply with its legal obligations in relation to such data and will use such data in accordance with the Privacy Notice set out on its website, a copy of which is also available on request. The Client must ensure that any provision by it of such personal data to the Good Legals Club is lawful.

Nothing in the Agreement will affect either party’s ownership of its Intellectual Property Rights nor operate to grant to either party any licence under the other party’s Intellectual Property Rights except to the extent expressly set out in the Agreement.

All Intellectual Property Rights created by the Good Legals Club in the course of the Services will as between the parties belong to the Good Legals Club.

The Good Legals Club hereby grants to the Client a non-exclusive, royalty-free, perpetual, irrevocable licence (which shall be freely capable of transfer and sub-licence) under its Intellectual Property Rights in the Deliverables to use, copy and distribute the Deliverables, in whole or in part, for the Client's internal business purposes. The Client may not in any circumstances resell the Deliverables, offer for sale any service based on the Deliverables or publish the Deliverables (unless they are obviously intended for publication: for instance, if the Deliverables are website terms and conditions).

The Good Legals Club will at all times during the performance of the Services, and for a period of no less than one year following completion of the Services, have and maintain in place professional indemnity insurance to the level of £1,000,000 per claim.

The Good Legals Club alone will be responsible to the Client for the provision of the Services. To the fullest extent permissible by law, the Client agrees that it will not bring any claim against any individual employee or officer in connection with the Agreement or its subject matter.

The Services are provided to and intended to be relied upon by the Client alone. The Good Legals Club does not assume any responsibility to any third party in connection with the Services or the Deliverables unless the Good Legals Club has agreed to do so under a separate letter of reliance.

The Good Legals Club shall not be liable to the Client in any circumstances for:

Subject to Clauses 8.4 and 8.6, the Good Legals Club's total aggregate liability to the Client in contract, tort (including negligence), breach of statutory duty or otherwise under or in connection with the Agreement or its subject matter shall not exceed a sum equal to twice the fees paid or payable to the Good Legals Club under the Agreement.

Nothing in the Agreement shall limit or exclude the Good Legals Club's liability for death or personal injury caused by its negligence, for fraud, or for any matter in relation to which its liability cannot lawfully be limited or excluded.

The Good Legals Clubs advise and the Deliverables are based on the state of law and practice at the date when it is given. The Good Legals Club is not obliged to provide the Client with any updates to its advice to reflect subsequent changes in law or practice.

The Client may terminate the Agreement at any time by written notice. The Good Legals Club may terminate the Agreement by written notice with immediate effect if in its determination it has good reason to do so (for example if the Client is in breach of its obligations under the Agreement or if it becomes insolvent and presents a credit risk) or otherwise on two weeks’ notice. If the Agreement is terminated, the Client will pay the Good Legals Club's charges and expenses for Services performed prior to termination (or a reasonable proportion of the agreed charge if the parties have agreed a fixed fee for the Services).

The Good Legals Club will maintain its records for a period of seven (7) years following termination of the Agreement and will dispose of those records after that period.

Clauses 1, 5, 6, 7, 8, 9.2, 9.3, 10, 11 and 12 shall survive termination of the Agreement however caused.

The Good Legals Club is an independent contractor. Nothing in the Agreement shall render the Consultant an employee or worker of the Client, nor entitle them to any employee’s or worker’s benefits (including paid holiday or sick pay).

The Good Legals Club shall to the extent permitted by law indemnify the Client against:

Notices under the Agreement shall be in writing and:

Any notice shall be deemed received:

This clause 11 does not apply to the service of any proceedings or other documents in any legal action or method of dispute resolution.

The Agreement constitutes the entire agreement between the parties in relation to its subject matter. Each party acknowledges that in entering into the Agreement it does not rely on any representation or warranty not set out in the Agreement.

If any provision or part-provision of the Agreement is found by a court to be unlawful, unenforceable or void, that provision or part-provision shall be severed and the remainder of the Agreement shall remain in force.

The Agreement may only be varied by the written agreement of the parties.

A person who is not a party to the Agreement shall not have any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

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 and subject to the exclusive jurisdiction of the courts of England and Wales.