PARTIES
(1) Karen Webber, trading as Goodness Marketing (“I” / “me” / “my”); (2) The party listed upon signup ("you / your").
BACKGROUND
(A) I am a marketing consultant providing marketing consulting services. (B) You wish to obtain, and I wish to provide, the Services on the terms set out in this Agreement.
AGREED TERMS
INTERPRETATION
The following definitions and rules of interpretation apply in this Agreement.
Definitions:
Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force. Charges: the sums payable for the Services, as set out in clause 7 of this Agreement.
Customer Materials: all documents, information, items and materials in any form, whether owned by you or a third party, which are provided by you to me in connection with the Services.
Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the GDPR (General Data Protection Regulation ((EU) 2016/679)) and any other directly applicable European Union regulation relating to privacy.
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Personal Data: the definition given to personal data under the relevant Data Protection Legislation.
Services: includes consulting, coaching and marketing delivery services, including services which are incidental or ancillary to such Services.
UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation. VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and will include all subordinate legislation made from time to time under that statute or statutory provision.
A reference to writing or written includes email.
2. COMMENCEMENT AND DURATION
This Agreement shall commence on the date when payment has been made and shall continue, unless terminated earlier in accordance with clause 12 (Termination), until the first anniversary of the commencement of this Agreement, when it shall terminate automatically without notice.
3. OUR RESPONSIBILITIES
I will use all reasonable endeavours to supply the Services in accordance with this Agreement in all material respects.
4. FORMAT OF THE SERVICES
4.1. The format of the Services will be as follows: A one-hour call to discuss the details you shared in the pre-booking questionnaire, followed by a week’s support via email or Voxer.
4.2. I will make my best endeavours to provide you with at least 24 hours’ notice of any change or alteration under clause 4.1 above. Where I am not able to provide this notice due to unforeseen circumstances or circumstances beyond my control, I will not be in breach of this Agreement.
4.3. If my performance of my obligations under this Agreement is prevented or delayed by any act or omission on your part, then, without prejudice to any other right or remedy I may have, I will be allowed an extension of time to perform my obligations equal to the delay caused by you.
5. YOUR OBLIGATIONS
5.1. You agree to:
5.1.1. Cooperate with me in all matters relating to the Services;
5.1.2. Provide to me in a timely manner all documents, information, items and materials in any form requested by me or otherwise reasonably required by me in connection with the Services and ensure that they are accurate and complete in all material respects;
5.1.3. Behave honestly, professionally, courteously and respectfully in all your dealings with me, my clients, and any other third parties to whom you may be introduced or with whom you may interact in connection with the Services;
5.1.4. Make your best endeavours to engage with the Services.
5.2. You are at all times responsible for your physical, mental and emotional health and wellbeing, and the health of your business, before, during and after the provision of the Services. If at any time you feel unwilling or unable to continue with the Services due to a risk to your physical, mental or emotional health or business, you agree to advise me immediately and seek appropriate assistance.
6. CHANGE CONTROL
Either party may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until the changes have been agreed in writing and signed by both parties.
7. CHARGES AND PAYMENT
7.1. In consideration of my provision of the Services, you will pay the charges listed on this payment page, the first being due on receipt of your invoice, as agreed.
7.2. The Charges will be payable in full immediately upon receipt of my invoice(s). I reserve the right to delay commencement of the Services until all Charges have been paid.
7.3. Where I agree to perform further services for you, you will pay the charges for those further services upon receipt of my invoice(s).
7.4. Payment shall be made via credit card, debit card or bank transfer to the bank account or PayPal account I nominate. Time of payment is of the essence.
7.5. All payments are final and no partial or full refunds will be available except where permitted by law.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Customer Materials) shall be owned by me.
8.2. I grant you a limited, non-exclusive, non-transferable, revocable licence to use any materials provided as part of the Services for your personal use only. You may not copy, modify, distribute, or create derivative works from these materials without my prior written consent.
8.3. You shall not use my name, branding, logos, or any materials provided in the Services for commercial purposes or public dissemination without my express written permission.
9. DATA PROTECTION
9.1. I will comply with all applicable requirements of the Data Protection Legislation in relation to your Personal Data.
9.2. You acknowledge that I may collect, process, and store personal data you provide to me in order to deliver the Services.
9.3. I shall implement appropriate technical and organisational measures to protect your Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.
9.4. I will not share your Personal Data with any third party unless required by law or where necessary for the provision of the Services.
9.5. You have the right to access, correct, or request the deletion of your Personal Data by contacting me in writing.
10. CONFIDENTIALITY
10.1. Both parties agree to keep confidential all information disclosed in connection with the Services, except where required by law.
10.2. You shall not disclose any proprietary or sensitive information provided by me to any third party.
10.3. I may use anonymised feedback or testimonials from you for marketing purposes unless you request otherwise in writing.
11. LIABILITY
11.1. Nothing in this Agreement shall limit or exclude my liability for:
11.1.1. Death or personal injury caused by my negligence;
11.1.2. Fraud or fraudulent misrepresentation; or
11.1.3. Any matter for which it would be unlawful to exclude or limit liability.
11.2. Subject to clause 11.1, I shall not be liable to you for any indirect, special, or consequential losses arising under or in connection with this Agreement.
11.3. My total liability to you in respect of all losses arising under or in connection with this Agreement shall in no circumstances exceed the total amount paid by you for the Services.
12. TERMINATION
12.1. Either party may terminate this Agreement with immediate effect by giving written notice if:
12.1.1. The other party commits a material breach of this Agreement and (if capable of remedy) fails to remedy the breach within 14 days of written notice;
12.1.2. The other party becomes insolvent or ceases trading; or
12.1.3. A Force Majeure Event continues for more than 30 days.
12.2. Upon termination of this Agreement for any reason:
12.2.1. You shall immediately pay any outstanding amounts due; and
12.2.2. All licences and rights granted to you under this Agreement shall immediately cease.
13. GENERAL CLAUSES
13.1. Force Majeure – Neither party shall be liable for any failure or delay in performing its obligations due to events beyond its reasonable control.
13.2. Entire Agreement – This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements or understandings.
13.3. No Waiver – Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
13.4. Severability – If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
13.5. Governing Law and Jurisdiction – This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
This policy was last updated on 20 January 2025.
I may update this policy from time to time so please check this page occasionally to ensure you are happy with any changes to this policy.