The Customer’s attention is particularly drawn to the provisions of Clause 19 (Our Liability).
The following definitions and rules of interpretation apply in these Conditions:
- 1 Definitions:
“Account” – means an account required to access and use Our Web App and Services, as detailed in Clause 4.
“Business Day” – a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Content” – means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Web App.
“Contract” – means the contract between Us and you for the purchase and sale of a Subscription to Our Web App, as explained in Clause 6.
“Data Protection Legislation” – means:
(a) the Data Protection Act 2018;
(b) the EC Data Protection Directive (95/46/EC);
(c) the EC Electronic Communications Data Protection Directive (2002/58/EC);
(d) the Privacy and Electronic Communications (EC Directive) Regulations 2003: and
(e) the General Data Protection Regulation 2016.
and all other applicable Laws and regulations relating to processing of personal data and privacy including (where appropriate) guidance and codes of practice issued by the Information Commissioner.
“Force Majeure Event” – an event or circumstance beyond a party’s reasonable control but shall not apply to a party’s obligation to make any payment and includes any event arising as a cause of the United Kingdom leaving the European Union.
“GoProposal Community” – any online group forum set-up and administered by Us for users of Our Web App including, without limitation, the GoProposal Community Facebook Groups.
“GoProposal Academy” – any online course set up by GoProposal and administered by us.
“Order” – means your order for a Subscription.“Services” – means the services which we may from time to time provide in support of and including Our Webb App to enable the Customer to maximise the potential of Our Webb App, and such other Services which we may introduce or offer from time to time to Customers.
“Services” – means the services which we may from time to time provide in support of and including Our Webb App to enable the Customer to maximise the potential of Our Webb App, and such other Services which we may introduce or offer from time to time to Customers.
“Subscription Confirmation” – means Our acceptance and confirmation of your Order.
“Subscription” – means a subscription to access Our Web App, purchased in accordance with these Terms and Conditions.
“User” – means a user of Our Web App or a person which access our Services.
“User Content” – means Proposals, Letter of Engagements, client data, company information and pricing information created and/or uploaded by Users in or to Our Web App.
“We/Us/Our” – means GoProposal Ltd, a limited company registered in England under company number 10004041, whose registered address is 16 Blackfriars Street, Manchester, England, M3 5BQ and whose main trading address is 16 Blackfriars Street, Manchester, England, M3 5BQ.
“You” – the person, business, organisation or entity who purchases a Subscription to
Our Web App, or any Service and where applicable, any User.
2. Information About Us
Our Web App is owned and operated by GoProposal Ltd, a limited company registered in England under company number 10004041, whose registered address is 16 Blackfriars Street, Manchester, England, M3 5BQ. Our VAT number is 256 6049 89.
3. Access and Changes to Our Web App
3.1 Access to Our Web App beyond our free trial period requires a Subscription. Upon purchasing a Subscription, Our Web App will be available to you for the duration of that Subscription and any and all subsequent renewals, subject to these Terms and Conditions, which Terms and Conditions will also apply to the free trial period. We may make available individual Services which can be accessed without a Subscription, but on payment of a fee. Details of such Services and the payment terms will be available on Our Website www.GoProposal.com.
3.2 Any persons accessing the Account or Services, or using the Subscription in any manner shall be bound by these Terms and Conditions as though they were a named party to the Contract.
3.3 We may from time to time make changes to Our Web App:
(a) Minor changes may be required to make underlying technical alterations, for example, to fix an error or to address a security issue. We will inform you by email of any such changes (including, if applicable, anything that you need to do), however they will be unlikely to materially affect your use of Our Web App;
(b) Changes may be made to reflect changes in the law or other regulatory requirements. We will inform you by email of any such changes (including, if applicable, anything that you need to do); and
(c) As detailed at www.GoProposal.com, We will continue to develop and improve Our Web App over time, in some cases making significant changes to it. You will be kept fully informed of any and all such changes.
3.4 We will always aim to ensure that Our Web App is available at all times. In certain limited cases, however, We may need to temporarily suspend availability to make certain changes outlined under Clause 3.2. Unless We are responding to an emergency or an urgent issue, We will inform you in advance of any interruptions to the availability of Our Web App. If We need to suspend Our Web App for longer than 1 day within a 1 month period, we will add the corresponding time to the duration of your current Subscription period at no cost to you, rounded up to a full day in each case. If We need to suspend Our Web App for longer than 30 days, you may also have a right to cancel. This shall be Your sole remedy. Please refer to Clause 23 for details.
3.5 We may add to or withdraw any part of the Services at any time.
4.1 An Account is required to use Our Web App.
4.2 You may not create an Account if you are under 18 years of age.
4.3 When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date. The web address you provide for Our Web App must be your web address or you must have the owner’s permission to have provided it for use with Our Web App.
4.4 We recommend that you choose a strong password for your Account, consisting of a combination of uppercase and lowercase letters, numbers and symbols. It is your responsibility (and that of any of your authorised Users) to keep your password(s) safe. Passwords should be changed regularly. You must not share your Account or password with anyone else. If you believe your Account is being used without your permission, please contact us immediately. We will not be liable for any unauthorised use of your Account.
4.5 When your Account Standard or Plus Accounts, you must ensure that the User complies with these Terms and Conditions and you are responsible for ensuring that any User is made aware of our processing of their personal data in accordance with this Agreement. You will be liable for, and will indemnify Us on demand, against any breach of these Terms and Conditions relating to misuse of those accounts in breach of these Terms and Conditions, or our use of a User’s personal data.
4.6 You must not use anyone else’s Account without the express permission of the User to whom the Account belongs.
4.7 Any personal information provided in your Account will be collected, used, and held in accordance with your rights and Our obligations under the Data Protection Legislation, as set out in Clause 21.
4.8 If you wish to close and delete your Account, you may do so at any time by choosing Cancel Account from within your Web App. Closing your Account will result in the removal of your information from Our system. If you have an active Subscription, your Account will remain active for the duration of the remainder of the Subscription period you are currently in. Closing your Account will cancel the auto-renewal of your Subscription, where applicable. Closing your Account will also remove any User Content that you have created or uploaded from Our system. To avoid losing anything that you have created or uploaded using Our Web App, please ensure that you copy your User Content to your computer or device before closing your Account.
4.9 The number of Proposals provided for by each Account may not be rolled over into a subsequent month. Proposals may not be transferred to other accounts.
5. Subscriptions, Pricing and Availability
5.1 We make all reasonable efforts to ensure that all general descriptions of the Services available from Us (specifically, Our Web App) correspond to the actual services that we provide to you. There may, however, be minor variations from descriptions from time to time.
5.2 Please note that Clause 5.1 does not exclude Our responsibility for mistakes due to negligence on Our part and refers only to minor variations in Our services, not to different services altogether.
5.3 You will be required to select your required Subscription. Different types of Subscription provide access to different features in Our Web App. Please ensure that you select the appropriate Subscription when prompted. You can upgrade, downgrade or cancel your subscription at any time. No refunds are provided for cancelled periods of a Subscription and your free trial period counts within the cooling off period referred to in Clause 6.6.
5.4 All pricing information is correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary. All pricing information is reviewed and updated every 30 days. If you upgrade or downgrade your subscription we will amend your Subscription at the start of the next payment period, and You will be given clear notification.
5.5 All Subscription and Service prices are checked by Us when your purchase is processed. Any typographical, clerical or other error or omission on Our Website or in any sales literature or other document or information issued by Us will be subject to correction without any liability on Our part. In the unlikely event that We have shown incorrect pricing information, for Subscriptions, We will contact you in writing before processing your purchase to ask you how you wish to proceed. We will not charge you or activate your Subscription until you respond. If We do not receive a response from you within 30 days, We will treat your purchase as upgraded or cancelled and notify you accordingly in writing.
5.6 Business pricing does not include VAT which will be added at the prevailing rate.
6. Subscriptions and Services – How Contracts Are Formed
6.1 You will be guided through the Subscription process when you register. Before confirming a Subscription, you will be given the opportunity to review your chosen Subscription and amend any errors in your Order. For individual purchases of our Services, The Service and price will be confirmed at checkout. Please ensure that you check carefully before confirming your purchase. (See Clauses 5.3 and 8 for your rights to cancel or amend Subscriptions and/or Services) or our purchase for a Service is processed and payment taken.
6.2 No part of Our Web App, website, Services or any other material constitutes a contractual offer capable of acceptance. By purchasing a Subscription, you are making Us a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us confirming that your account is activated (Account Activated).
6.3 For Subscriptions, Your Account Activated page will provide you with the following information:
(a) confirmation of your chosen Subscription including full details of the main characteristics and features of Our Web App available as part of that Subscription; and
(b) confirm the amount of the first payment We will take from your account and the date We will take first payment.
6.4 If We do not accept or cannot process your Subscription purchase for any reason, no payment will be taken under normal circumstances. If We have taken payment in such circumstances, the payment will be refunded to you as soon as possible and in any event within 30 days.
6.5 Subject to the cancellation provisions in Clauses 5.3 and 8, once you have confirmed your Subscription purchase, your Subscription cannot be changed until the end or renewal date of that Subscription. Changes made to an auto-renewing Subscription will take effect when the Subscription is renewed.
6.6 By purchasing a Subscription, you are expressly requesting that you wish access to Our Web App to be made available to you immediately (and will be required to acknowledge this). If you are a consumer, and cancel your Subscription during the “cooling off period” we will be entitled to charge you for the time which Your account has been available to You. Please be aware that We do not offer any Subscriptions that do not begin immediately. For more details of cancellation, please refer to Clause 8.
7.1 Payment for Subscriptions will be due at the end of your trial period and on the date set out in Our Confirmation. Your chosen payment method will be billed immediately upon confirmation of your Subscription. Payment for Services, not provided as part of a Subscription will be payable at the time the order is placed.
7.2 Payment can only be made using Stripe.
7.3 We do not charge any additional fees for the payment method listed above.
8.1 You may cancel your subscription at any time.
8.2 To cancel a Subscription for any reason, please:
(a) login to your app and go to Settings > Account;
(b) press the Cancel button;
(c) by clicking that button, you will be able to cancel your subscription and your payment with immediate effect.
8.3 We are not able to cancel your app for you if you choose to submit a request via other channels such as via email, phone, support or in writing. If you do submit a cancellation via this method then you will be instructed on how to cancel as detailed in Clause 8.2. This may take 24 working hours to be communicated. So for example, if you email us over the weekend requesting to cancel your app, it will be the end of the working day on the following Monday before we can send through instructions to you on how to cancel. If payment is taken from you during that time and before you properly submit the cancellation as detailed in Clause 8.2, then you will be liable for that payment and unfortunately, it cannot be refunded.
8.4 Upon cancellation:
(a) your payment will be stopped with immediate effect from the time and date which you cancel;
(b) you will be contacted by our team via phone as a courtesy to confirm that your payment has been stopped, to thank you and to update you with what happens next during the cancelation process;
(c) your app will remain active for 10 days for you to access your data, after which time your app will be deleted along with all your content and if you are a member of our GoProposal Community, you will be removed;
(d) we may ask you why you have chosen to cancel your Subscription and may use any answers you provide to improve Our Web App in the future, however please note that you are under no obligation to provide any details if you do not wish to.
8.5 No refunds will be due to you as a result of cancellation of your Account under any circumstances whatsoever.
8.6 In certain limited circumstances We may cancel your Subscription and/or close your Account. If We take such action, you will be notified by email and We will provide an explanation for the cancellation and/or closure.
(a) if your Account is closed and your Subscription cancelled because you have breached these Terms and Conditions, you will not be entitled to a refund. If you believe We have closed your Account and cancelled your Subscription in error, please contact Us at [email protected].
(b) if your Account is closed and/or your Subscription is cancelled for any other reason, you will be refunded the remaining balance of your Subscription for that month only. The refund will be calculated based upon the price of your Subscription being divided by the total number of days in the Subscription and multiplied by the number of whole days remaining until the end of the Subscription (or, in the case of auto-renewing Subscriptions, until the renewal date). Any and all refunds due to you will be made no later than 14 calendar days after the date on which the closure and/or cancellation becomes effective. Refunds will be made to your original payment method.
8.7 Once a purchase for a particular Service has been completed and the Services performed or where the Service is the provision of access to Content, the Content has been made available to you, the Contract cannot be cancelled and no refund is available.
8.8 Where you are contracting as a consumer, the provisions of this condition 8 do not affect your statutory rights.
8.9 For our rights to cancel, please see Clause 23 (Termination).
9. Our Intellectual Property Rights and Licence
9.1 We grant Users a limited, non-exclusive, revocable, worldwide, non-transferable licence to use Our Web App to produce Proposals and Letters of Engagements for personal (including research and private study) and business purposes, subject to these Terms and Conditions.
9.2 Subject to the licence granted to Us under Clause 12.3, Users retain the ownership of copyright and other intellectual property rights in their User Content (subject to any third party rights in that User Content and the terms of any licence under which you use such Content).
9.3 All other Content included in Our Web App (including all user-facing material, and all underlying material such as code, software and databases) and the copyright and other intellectual property rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
9.4 Any ideas, enhancements or improvements to our app, which you share with us, suggest, imply, identify or inspire in anyway whatsoever, belong to us in their entirety.
9.5 By accepting these Terms and Conditions, you hereby undertake:
(a) not to copy, download or otherwise attempt to acquire any part of Our Web App or Content;
(b) not to disassemble, decompile or otherwise reverse engineer Our Web App;
(c) not to allow or facilitate any use of Our Web App that would constitute a breach of these Terms and Conditions; and
(d) not to embed or otherwise distribute Our Web App on any website, ftp server or similar.
9.6 Whether we provide Content as part of the Subscription, or here we provide Content as a Service outside of a Subscription, we may set out specific Terms which apply to the use of that Content including the copying, use, publication and dissemination to others.
10. Links to Our Web App
10.1 You may link to Our Web App is hosted provided that:
(a) You do so in a fair and legal manner;
(b) You do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;.
(c) You do not use any of Our logos or trademarks (or any others displayed on Our Web App) without Our express written permission; and
(d) You do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.
10.2 You may not link to Our Web App from any other website the content of which contains material that:
(a) Is sexually explicit;
(b) Is obscene, deliberately offensive, hateful or otherwise inflammatory;
(c) Promotes violence;
(d) Promotes or assists in any form of unlawful activity;
(e) Discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
(f) Is designed or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
(g) Is calculated or is otherwise likely to deceive another person;
(h) Is designed or is otherwise likely to infringe (or threaten to infringe) another person’s privacy;
(i) Misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not fall within any of the other provisions of this Clause 10.2 OR Clause 10.3);
(j) Implies any form of affiliation with Us where none exists;
(k) Infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trademarks, patents and database rights) of any other party; or
(l) Is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
10.3 Please note that the content criteria described above in Clause 10.2 OR Clause 10.3 apply only to content over which the owner and/or operator of the website in question has direct control. You will not, therefore, be in breach of these Terms and Conditions if, for example, other users of a website on which you establish a link to Our Web App post content such as comments that violate the above criteria.
11. Links to Other Content
We may provide links to other content such as websites, web apps and downloadable apps. Unless expressly stated, this content is not under Our control. We neither assume or accept responsibility or liability for such third party content. The provision of a link by Us is for reference only and does not imply any endorsement of the linked content or of those in control of it.
12. User Content
12.1 You agree that you will be solely responsible for any and all User Content that you create or upload using Our Web App. Specifically, you agree, represent and warrant that you have the right to create or upload the User Content and the right to use all materials of which it is comprised and that it will not contravene any aspect of Our Acceptable Usage Policy, detailed in Clause 14.
12.2 You agree that you will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of the warranties given by you under Clause 12.1. You will be responsible for any loss or damage suffered by Us as a result of such breach.
12.3 Subject to clause 12.4, You (or your licensors, as appropriate) retain ownership of your User Content and all intellectual property rights subsisting therein. By creating or uploading User Content, you grant Us an unconditional, non-exclusive, fully transferable, royalty-free, perpetual, worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform and sub-licence your User Content for the purposes of operating and promoting Our Web App and enhancing your experience in your use of Our Web App. Whilst we may edit User Content as part of our Service, we are under no obligation to do so. You agree to execute any document and do all things necessary to enable us to exercise our rights under this clause 12.3.
12.4 We will not make any use of any pricing or other confidential information which you create or upload to Our Web App save for the purposes of fulfilling our obligations under the Contract.
12.5 If you wish to remove User Content, you may do so by deleting it. Removing User Content also revokes the licence granted to Us to use that User Content under Clause 12.3. You acknowledge, however, that caching or references to your User Content may not be made immediately unavailable (or may not be made unavailable at all where they are outside of Our reasonable control).
12.6 We may reject, reclassify, or remove any User Content created or uploaded using Our Web App where that User Content, in Our sole opinion, violates Our Acceptable Usage Policy, or if We receive a complaint from a third party and determine that the User Content in question should be removed as a result.
13. Intellectual Property Rights and User Content
13.1 All User Content and the intellectual property rights subsisting therein, unless specifically labelled otherwise, belongs to or has been licensed by the relevant User, with the exception of any line items, wording, pricing methodologies or calculations which, you have agreed to share with us with the intention of us then sharing with other users. All User Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
13.2 Users may not copy, distribute, publicly perform, publicly display, reproduce or create derivative works based upon, another User’s User Content without first obtaining the express consent of the User to whom the User Content in question belongs.
13.3 We take technical measures to limit and/or restrict the ability of Users to unlawfully copy User Content created using Our Web App. Despite such measures, We do not make any representation or warranty that your User Content will not be unlawfully copied without your permission.
14. Acceptable Usage Policy
14.1 You may only use Our Web App in a manner that is lawful and that complies with the provisions of this Clause 14, specifically:
(a) you must ensure that you comply fully with any and all applicable local, national and international laws and/or regulations;
(b) you must not use Our Web App in any way, or for any purpose, that is unlawful or fraudulent;
(c) you must not use Our Web App to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software or any data of any kind; and
(d) you must not use Our Web App in any way, or for any purpose, that is intended to harm any person or persons in any way.
14.2 The following types of User Content are not permitted on Our Web App and you must not create, submit, communicate or otherwise do anything that:
(a) is obscene, deliberately offensive, hateful, or otherwise inflammatory;
(b) promotes violence;
(c) promotes or assists in any form of unlawful activity;
(d) discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
(e) is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
(f) is calculated or otherwise likely to deceive;
(g) is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;
(h) misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this Clause 14.2);
(i) implies any form of affiliation with Us where none exists;
(j) infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trademarks and database rights) of any other party; or
(k) is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
15. User Policies
15.1 The following topics carry anti-competitive/antitrust risks and must not be discussed in any online GoProposal Community, meetings, seminars, or other functions:
(a) Members’ current or future prices or components thereof, including actual prices, discounts, increases, reductions, rebates, and credit terms;
(b) Confidential strategic information including, by way of example only, customer lists, turnovers, investments and marketing plans;
(c) The possibility or desirability of members limiting their sales of any product or provision of services in any geographic area;
(d) Reasons why GoProposal members should refuse to deal with a particular supplier or customer;
(e) Whether the pricing or distribution practices of a competitor are “unethical” or constitute an unfair trade practice;
(f) Efforts to influence suppliers’ or competitors’ prices ;
(g) What constitutes a “fair” profit margin;
(h) Price lists or procedures for coordinating price changes
15.2 Members who make any use of the GoProposal Community agree to comply with applicable group rules as set out on the GoProposal Community landing page.
16.1 We may feature advertising within Our Web App and We reserve the right to display advertising on the same page as any User Content.
16.2 You agree that you will not attempt to remove or hide any advertising using HTML/CSS or by any other method.
16.3 We are not responsible for the content of any advertising in Our Web App. Each advertiser is responsible for the content of their own advertising material. We will not be responsible for any advertising in Our Web App including, but not limited to, any errors, inaccuracies, or omissions.
17. Problems with Our Web App and The GoProposal Academy and Consumers’ Legal Rights
17.1 If you have any questions or complaints regarding Our Web App or the GoProposal Academy, please email Us at [email protected] or by using any of the methods provided on Our contact page at www.GoProposal.com/contact-us.
17.2 If you are a consumer, you have certain legal rights under the Consumer Rights Act 2015 that may apply to Our Web App:
(a) any digital content provided by Us must be as described, fit for purpose, and of satisfactory quality. If digital content is faulty, you may be entitled to a repair or replacement. If a fault cannot be remedied or has not been remedied within a reasonable time and without significant inconvenience to you, you may be entitled to a full or partial refund. If, as a result of Our failure to exercise reasonable care and skill, any digital content of which Our Web App is comprised (that is not User Content) damages your device or other digital content belonging to you, you may be entitled to a repair or compensation.
(b) any services provided by Us must be provided with reasonable care and skill and in compliance with information provided by Us. If We fail to do so, you may be entitled to require Us to repeat or otherwise fix the problem or, if We cannot provide such a remedy, a full or partial refund.
(c) for more details concerning your rights and remedies as a consumer, please contact your local Citizens Advice Bureau or Trading Standards Office.
18.1 No part of Our Web App or any accompanying documentation, or our Content (whether provided in electronic form or otherwise) constitutes advice on which you should rely and is provided for general information purposes only. Professional or specialist advice should always be sought BEFORE using GoProposal to send Proposals or Letter of Engagement to prospects or clients or before taking any action relating to emails, Proposal content, pricing methodologies, Terms and Conditions or any aspects of your Letter of Engagement.
18.2 Subject to your legal rights if you are contracting as a consumer (as summarised above in Clause 16), insofar as is permitted by law, We make no representation, warranty, or guarantee that Our Web App will meet your requirements, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
18.3 We make reasonable efforts to ensure that the content contained within Our Web App is complete, accurate and up-to-date. We do not, however, make representations, warranties or guarantees (whether express or implied) that Our Web App (and the content therein) is complete, accurate or up-to-date.
18.4 We are not responsible for the content or accuracy, or for any opinions, views, or values expressed in any User Content created or uploaded using Our Web App. Any such opinions, views, or values are those of the relevant User, and do not reflect Our opinions, views, or values in any way.
18.5 The pricing methodologies included within GoProposal are given as an example for how the app can be used. It is in no way intended to encourage you to price your services in any specific way whatsoever. It is provided with the intention of you adding your own pricing that you have arrived at via your own means.
18.6 The following topics carry anti-competitive and antitrust risks and are outlawed in any online GoProposal Community, meetings, seminars, and other functions:
(a) Members’ current or future prices or components thereof, including discounts, rebates, and credit terms;
(b) The possibility or desirability of members’ limiting their sales of any product in any geographic area;
(c) Reasons why GoProposal members should refuse to deal with a particular supplier or customer;
(d) Whether the pricing or distribution practices of a competitor are “unethical” or constitute an unfair trade practice;
(e) Efforts to influence suppliers’ prices;
(f) What constitutes a “fair” profit margin;
(g) Price lists or procedures for coordinating price changes.
19. Our Liability: Your Attention is Particularly Drawn to this Clause 19.
19.1 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) where you are contracting as a consumer, for breach of your legal rights in relation to the Services under the Consumer Rights Act 2015.
19.2 This Clause 19.2 sets out specific heads of excluded loss and exceptions from them:
(a) Subject to Clause 19.1, We shall not be liable for the following types of loss, which are wholly excluded:
(i) Loss of profits.
(ii) Loss of sales or business.
(iii) Loss of agreements or contracts.
(iv) Loss of anticipated savings.
(v) Loss of use or corruption of software, data or information.
(vi) Loss of or damage to goodwill.
(vii) Indirect or consequential loss.
19.3 We will not liable for any loss or damage arising out of any disruption or non-availability of Our Web App resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, legal restrictions, censorship or a Force Majeure Event.
19.4 We exercise all reasonable skill and care to ensure that Our Web App is free from viruses and other malware. We will not be liable for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Our Web App (including the downloading of any Content (including User Content) from it) or any other website or service that We may provide a link to.
19.5 The Services and Materials which We provide or otherwise make available are provided or created with all reasonable skill and care. Materials will be up to date when We upload them to: academy.goproposal.com. It is the User’s responsibility to ensure that the Materials when accessed, are applicable in the territory in which the User makes use of them, and that no change in law or regulation may have made any information contained in the Materials incorrect. We will not be liable for: any loss arising as a result of any subsequent change in law or regulation; or their use in a manner other than for which they are provided, or which breaches this Contract.
19.6 Unless You notify Us that you intend to make a claim in respect of an event within the notice period, We shall have no liability for that event. The notice period for an event shall start on the day on which You became, or ought reasonably to have become, aware of the event having occurred and shall expire twelve months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
19.7 Save as otherwise provided in this clause 19, our total liability whether arising in contract, tort, breach of statutory duty or otherwise shall not exceed the Price of the Service which gave rise to the claim in the preceding 12 month period plus ten percent.
19.8 This Clause 19 shall survive termination of the Contract.
20. Viruses, Malware and Security
20.1 We exercise all reasonable skill and care to ensure that Our Web App is secure and free from viruses and other malware including, but not limited to, the scanning of any and all User Content for viruses and malware as it is uploaded. We do not, however, guarantee that Our Web App is secure or free from viruses or other malware and accept no liability in respect of the same, 19.2(a)(v)
20.2 You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks.
20.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Web App.
20.4 You must not attempt to gain unauthorised access to any part of Our Web App, the server on which Our Web App is stored, or any other server, computer, or database connected to Our Web App.
20.5 You must not attach Our Web App by means of a denial of service attack, a distributed denial of service attack, or by any other means.
20.6 By breaching the provisions of Clauses 19.3 to 19.5 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Web App will cease immediately in the event of such a breach and, where applicable, your Account will be suspended and/or deleted.
21. Privacy and Cookies
22. Data Protection
22.1 In relation to all personal data, the parties shall at all times comply with the Data Protection Legislation and each party shall not do or omit to do anything which causes the other party to breach the Data Protection Legislation or contravene the terms of any registration, notification or authorisation.
22.2 Without prejudice to the generality of Clause 21.1, the parties agree that the processing of personal data will be in connection with contact details of each of the parties employees, officers or agents, obtained for, and in performance of, the Subscription, and as such each party will rely upon legitimate interest.
22.3 We will not pass your personal information on to any third parties without first obtaining your express permission to do so.
23. Communications from Us
23.1 If you have an Account, We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes, changes to these Terms and Conditions, changes to Our Web App, and changes to your Account.
23.2 We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by Us include an unsubscribe link. Email marketing options can also be changed in the footer of the emails you receive. If you opt out of receiving emails from Us at any time, it may take up to 5 business days for Us to comply with your request. During that time, you may continue to receive emails from Us.
23.3 For questions or complaints about email communications from Us (including, but not limited to, marketing emails), please contact Us at [email protected].
24.1 Without affecting any other right or remedy available to Us, We may terminate the Account with immediate effect by giving written notice to You if:
(a) You commit a material breach of its obligations under these Terms and Conditions (other than a failure to pay any amount when due) and (if such breach is remediable) fail to remedy that breach within 10 days after receipt of notice in writing to do so;
(b) You take any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with Your 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 your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) You suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of your business; or
(d) Your financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Terms and Conditions has been placed in jeopardy.
24.2 Without affecting any other right or remedy available to it, We terminate your Account with immediate effect by giving written notice to You if:
(a) You fail to pay any amount due on the Account on the due date for payment; or
(b) You suffer any event the result of which could damage Our name or reputation.
24.3 Without affecting any other right or remedy available to Us, We may suspend and/or cancel the Account or any other contract between You and Us if You fail to pay any amount due under the Account on the due date for payment or you are otherwise in breach of this Contract.
24.4 We may terminate our agreement with you, without cause, on not less than one Month’s written notice.
25. Consequences Of Termination
25.1 On termination of the Account You shall immediately pay to Us all of Our outstanding unpaid invoices and interest and, in respect of the Subscription but for which no invoice has been submitted, We shall submit an invoice, which shall be payable by You immediately on receipt.
25.2 Termination of the Account shall not affect any rights, remedies, obligations and 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 these Terms and Conditions which existed at or before the date of termination.
25.3 Any provision of these Terms and Conditions that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
26.1 Assignment and other dealings.
(a) We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under the Contract.
(b) You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under the Contract without the prior written consent of Us.
(a) Any notice or other communication given to a party under or in connection with this Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by fax to its main fax number; or
(iii) sent by email to the addresses specified in Clause 22.3
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
(iii) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 25.2(a)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This Clause 25.2 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
26.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of the Contract.
26.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
26.5 Entire Agreement. Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
26.6 Changing these Terms and Conditions. We may alter these Terms and Conditions at any time. Any such changes will become binding on you upon your first use of Our Web App after the changes have been implemented. You are therefore advised to check this page from time to time. In the event of any conflict between the current version of these Terms and Conditions and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.
26.7 Third Party Rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
26.8 Governing Law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.
26.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.