Terms and Conditions

Unless the context requires otherwise, the following definitions apply:

a reference to any Act, regulation, rule or similar instrument includes any consolidation, amendment, re-enactment or replacement of it, and any regulation or other statutory instrument issued under it;

a reference to the singular includes the plural and vice versa;

a reference to a party means a person named as a party to this Agreement;

person includes a firm, corporation, body corporate, unincorporated association and a governmental authority;

a reference to a party or a person includes that party's or person's executors, legal personal representatives, liquidators, successors, administrators and similar officers and, where permitted under this Agreement, their substitutes and assigns;

includes means "includes without limitation";

where a word or expression has a defined meaning, its other grammatical forms have a corresponding meaning;

a reference to doing something includes an omission, statement or undertaking (whether or not in writing) and includes executing a document; and

headings are for reference only and do not affect the meaning or interpretation of this Agreement.

Goodley grants the Client a non-exclusive, non-transferable, right to access and use the Services (and associated Support) for the applicable Subscription Term in accordance with this Agreement. The Client acknowledges that if the terms of the Order permit use of the Services by a Client's Affiliate(s), then the Client shall procure its Affiliates' full compliance with these terms of this Agreement and further agrees that any act or omission of such Affiliate shall be deemed to be the act or omission of the Client for which the Client is fully liable. The Client shall have no other rights or licenses hereunder with respect to the Goodley Platform.

Goodley shall:

Goodley may change the Services and/or Goodley Platform, provided that such changes do not materially decrease Client's enjoyment of the Services.

The Services may draw on, or enable the Client to access or connect to, materials and services that Goodley does not own or control (Third Party Materials). These include:

By accessing or using Third Party Materials in conjunction with the Services, the Client agrees and acknowledges that:

Service features that interoperate with Third-Party Applications depend on the continuing availability of the relevant API for use with the Services. If the providers of the Third-Party Applications cease to make the API available on reasonable terms for the Service, Goodley will use reasonable endeavours to provide access to the Third-Party Applications via alternative means that do not materially affect the Client's enjoyment of the Services, and should Goodley be unable to remedy such issue, then the Client will be entitled to terminate the applicable Services affected by providing written notice to Goodley and receive a pro-rata refund of any prepaid Subscription Fees in respect of the affected Services from the applicable date of termination.

Client agrees that the Services may only be used by the Client and the Authorised Users for the Permitted Use. Goodley reserves all rights not expressly granted herein. For the avoidance of doubt, unless otherwise stated in an applicable Order, the Client and/or Users are expressly prohibited from reselling, leasing, renting or otherwise making available the Services as part of any outsourcing or similar arrangement by or for the benefit of any Third Party.

The Client will: (i) be responsible for Authorised Users' and (where applicable) its Affiliates' compliance with these term and conditions and applicable Orders; (ii) use reasonable efforts to prevent unauthorised access to or use of the Services, and notify Goodley promptly of any such unauthorised access or use; and (iii) use the Services only in accordance with the Documentation and Law.

The Client and/or Authorised User(s) will not use the Services to:

The Client warrants that the Client and its Authorised Users will not attempt to, nor permit or assist any other person to:

Upon the occurrence of, or reasonable suspicion of the occurrence of any of the events listed in clause 3.3 and 3.4 above, Goodley may suspend the Client and/or Authorised User access to the Services, and where possible, Goodley will notify the Client of the breach of clause 3.3 and its intention to suspend the Services. Goodley may at its sole discretion provide the Client with an opportunity to rectify such contravention prior to suspending the Services.

At Goodley's reasonable request, the Client shall promptly furnish Goodley with written certification verifying that the Services are being used in accordance with an Order, including the number of Authorised Users. The Client shall give Goodley reasonable access to the Client's records to verify that the Services are being used in accordance with the terms of an Order.

The Client acknowledges that: (i) the Services have been designed generally to support regulated firms in identifying, managing and evidencing their regulatory obligations, and not specifically for the Client's particular requirements; (ii) an Order for the Services hereunder is neither contingent on the delivery of any future functionality or features, nor dependent on any oral or written public comments made by Goodley regarding existing or future functionality or features of the Services.

The Client is responsible for ensuring that its personnel are reasonably trained in using the Services, that the Services are used for their intended purpose and in accordance with the Documentation.

The Client is solely responsible for the source, accuracy, completeness, quality, integrity and legality of all Client Data, including the information about its business, permissions and activities on which the Goodley Platform relies to assess which rules and requirements apply to the Client. The Client must keep that information up to date and must not make any claim against Goodley for any Liability arising from inaccurate, incomplete or out-of-date Client Data.

The Client shall indemnify and hold Goodley and each of its, officers, directors, employees, attorneys and agents harmless from and against any and all claims costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) to the extent arising out of or in connection with a claim alleging that use of Client Data infringes the rights and/or Intellectual Property Rights of a Third Party, provided in any such case that Goodley: (i) promptly gives notice of the claim to the Client; (ii) gives the Client sole control of the defence and settlement of the claim (provided that the Client may not settle such claim unless such settlement unconditionally releases Goodley of all liability and does not adversely affect Goodley's business or the Services); (iii) provides to the Client all available information and reasonable assistance; and (iv) has not compromised or settled such Third-Party claim.

The Client shall provide Goodley with such information, access and co-operation as Goodley reasonably requires to provide the Services. Goodley shall not be liable for any failure or delay in performing its obligations under this Agreement to the extent caused by the Client's failure to do so, or to perform any of its other obligations under this Agreement.

By signing the Order, or by continuing to use the Services, the Client agrees to be legally bound by the terms of this Agreement.

Goodley may update these Terms and Conditions and the Data Processing Agreement to reflect changes in Law and updates to the Services, by giving the Client not less than thirty (30) days' written notice. If an update materially reduces the Client's rights, the Client may terminate the Agreement by written notice given before the update takes effect, and Goodley will refund any Fees paid in advance for the period after termination.

If there is a conflict or ambiguity between (1) the Order, (2) these Terms and Conditions and (3) the Data Processing Agreement, the document appearing earlier in this list shall take precedence, except that the Data Processing Agreement takes precedence in relation to the processing of personal data.

Each Order takes effect on the Commencement Date and will specify the Effective Date of the Services.

Subscription Services shall commence on the Effective Date and apply for the Subscription Term, and any Order for Support or Consulting Services shall detail the duration of such services, for the avoidance of doubt, time shall not be of the essence for such services.

The Parties acknowledge and agree that where an Order includes Affiliate use, the limitations and exclusions of liability contained in this Agreement shall only apply to any claims brought by the Client and shall not, under any circumstances, give rise to any increase in or multiplication of any liability limitation in this Agreement or an applicable Order.

The Client shall pay the Fees (i) as set out in the Order, or, if not stated in the Order, (ii) as otherwise agreed between the Parties in writing. Goodley shall invoice the Fees at the frequency and on the dates set out in the Order. If the Order does not specify an invoicing frequency, Goodley shall invoice the Subscription Fees monthly in advance, starting on the Effective Date, and the Consulting Services Fees monthly in arrears.

The Subscription Fees are fixed for each Subscription Term. Goodley may increase the Subscription Fees from the start of a renewal period by giving the Client at least sixty (60) days' written notice before the renewal date.

The Client shall pay each invoice within thirty (30) days of the date of the applicable invoice, or within such period or date(s) as may otherwise be specified in an Order.

Goodley reserves the right to: (i) charge the Client interest in respect of the late payment of any sums due (before as well as after judgement) at the rate of four percent (4%) per annum above the Bank of England base rate of the outstanding sum due, or the maximum amount allowed by applicable Law, whichever is less from the due date thereof until full payment is received by Goodley; and/or (ii) suspend access to the Services and/or Consulting Services until full payment has been received by Goodley.

The Client acknowledges that the Fees are based on the Services ordered and are due whether or not the Client uses the Services. Fees paid are non-refundable, except as expressly set out in this Agreement (including clause 13.5).

If the Client exceeds the Use Parameters, Goodley may invoice the Client for the excess use at the rates in the Order or, if none are stated, Goodley's then-current rates.

Should the Client have any queries or bona fide dispute(s) regarding the amount of any invoice issued by Goodley it shall notify Goodley within fourteen (14) days of the date of issue of the relevant invoice and provide reasonable grounds in respect of the disputed amount. For the avoidance of doubt, all undisputed sums set out in an applicable invoice shall be paid in accordance with the invoice terms. Any bona fide dispute properly submitted with the above shall be escalated and dealt with by senior finance personnel from each Party and discussed in good faith for a period of up to ten (10) Business Days from the date of the escalation. If a dispute is resolved in favour of Goodley, the disputed amount shall be paid within five (5) Business Days of the date of resolution. Should no resolution be reached by the Parties in accordance with the above, Goodley shall be entitled to exercise its legal remedies to the fullest extent.

Fees and any additional sums payable under this Agreement and/or an applicable Order are exclusive of any levies or duties of any nature, including VAT, sales use or withholding taxes (Taxes). Client shall be responsible for paying all Taxes, excluding taxes based on Goodley's net income. If Goodley has the legal obligation to pay or collect Taxes for which Client is responsible under this clause, the appropriate amount shall be invoiced to and paid by Client unless Client provides Goodley with a valid tax exemption certificate authorised by the appropriate taxing authority.

Goodley's daily rates for provision of Consulting Services are exclusive of any expenses incurred by Goodley while performing the Consulting Services, including but not limited to reasonable travel and living expenses of Goodley personnel, airfare, mileage, parking, accommodation and per diem meal expense. Any such expenses will be submitted to the Client for written approval in advance of such expenses being incurred.

All payments made by the Parties pursuant to this Agreement shall be made in sterling.

Goodley warrants that it owns all rights, title and interest, or has the necessary rights to use, all Intellectual Property Rights in the Goodley Platform, the Services, the Documentation and the Compliance Content, including the rights to any and all enhancements, modifications, extensions and derivative works thereof, as well as any suggestions, ideas, enhancement requests, Feedback, recommendations or other information provided by the Client or any other party relating to the Services (excluding any Client Data and Third Party Materials) (Goodley IP). The Client agrees not to take any action inconsistent with Goodley's ownership of the Goodley IP, not to challenge that ownership, and not to attempt to register any Goodley IP or any names or marks confusingly similar to Goodley's.

This Agreement does not convey to the Client any rights of ownership in or related to the Services, Support, the Goodley Platform or to any other Intellectual Property Rights owned, developed or created pursuant to Consulting Services, or used by Goodley hereunder. The Goodley name, the Goodley logo, and the product names associated with the Services are trademarks of Goodley, and no right or license is granted to use them.

Goodley shall indemnify the Client against any claim that the normal use of the Services infringes the Intellectual Property Rights of any Third Party enforceable under the Law, provided that: (i) Goodley is given immediate and complete control of such claim; (ii) the Client does not prejudice Goodley's defence of such claim; (iii) the Client at Goodley's expense gives Goodley all reasonable assistance with such claim; (iv) such claim does not arise from an intentional tortious act or the negligence of the Client; (v) such claim is not based upon the use of the Services in an application or environment for which the Services was not designed or contemplated; and (vi) such claim does not arise as a result of modifications and/or improvements of the Services introduced or made by the Client.

If any claim is made pursuant to section 8.3 or in Goodley's reasonable opinion is likely to be made against the Client, Goodley may at its sole option and expense: (i) modify the Services so they cease to be infringing; or (ii) replace infringing parts of the Services with non-infringing services, provided that such replacement Services comply with the requirements of this Agreement. Should Goodley (having elected to take such remedial action described above) be unable to remedy the infringing aspect of the Services, the Client may (subject to the provision of written notice to Goodley) terminate an applicable Order for Services and be entitled to a pro-rata refund of any portion of applicable pre-paid Subscription Fees from the applicable date of termination.

This clause 8 states the entire liability of Goodley to the Client in respect of the infringement of Intellectual Property Rights of any Third Party.

All Intellectual Property Rights in the Client Data and any reports and documents generated for the Client through the Goodley Platform (Reports) are owned by the Client, and nothing conveys ownership of such rights to Goodley.

Goodley will not use Client Data, and will ensure that its sub-processors (including any third-party AI model providers) do not use Client Data, to train, fine-tune or otherwise improve any third-party or general-purpose artificial intelligence model. Goodley may use any aggregated, de-identified or anonymised insights, derived from use of the Client Data during the provision of the Services to improve the Services and for statistical purposes.

Goodley will not use the Client's name or logo, or disclose that the Client is a user of the Goodley Platform, in advertising, press, promotion or similar public disclosures without the Client's prior written consent, which may be given in the Order. The Client may withdraw its consent at any time by written notice to Goodley.

Each Party represents and warrants that it is duly incorporated and has the legal power and authority to enter into these Terms and Conditions and execute Orders.

The Client warrants that it has all the necessary rights and licences to make the Client Data available to Goodley. The Client grants Goodley a non-exclusive, royalty-free, worldwide licence to use, reproduce and process the Client Data, including the Outputs for the Subscription Term (and any post-termination period under clause 13.4), to the extent necessary to:

The Client further warrants that: (i) it has not falsely identified itself nor provided any false information to gain access to the Services; and (ii) its billing information is correct.

The Client acknowledges and agrees that:

The Client acknowledges that Outputs, including AI-assisted or AI-generated Outputs, may be produced in an automated manner based on the Client Data and the Compliance Content. As such, the Outputs may be probabilistic, may contain inaccuracies, and are intended solely as an aid to support the Client's own compliance processes. The Client remains solely responsible for reviewing, validating and approving all Outputs before relying on them or submitting them to any third party or regulator, and for obtaining professional or specialist advice where appropriate. Goodley accepts no liability for any decisions made or actions taken by the Client in reliance on Outputs.

Goodley does not warrant that the Services will be able to access, retrieve or verify all Third Party Materials or all information held in systems the Client connects to the Goodley Platform.

All other conditions, warranties, representations or other terms which might have effect between the Parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby expressly excluded to the maximum extent permitted by applicable Law, including the implied conditions, warranties, representations or other terms as to merchantability, satisfactory quality, fitness for purpose or the use of reasonable skill and care.

To the extent permitted by law, Goodley expressly disclaims any Liability arising out of the matters referred to in clauses 10.4 to 10.6.

Each Party undertakes to keep the Confidential Information of the other Party secret and to protect and preserve its confidential nature. For the avoidance of doubt, Client Data is Confidential Information of the Client.

A Receiving Party may only use the Confidential Information of the Disclosing Party for the purposes of performing the Receiving Party's obligations or exercising the Recipient's rights under this Agreement.

A Receiving Party may not disclose Confidential Information of the Disclosing Party to any person except:

Nothing in this clause 11 prevents the Client from disclosing Outputs to its regulators, auditors and professional advisers where required in accordance with the Law.

On written request following termination of this Agreement, the Receiving Party must promptly return or securely destroy all documents and materials containing the Disclosing Party's Confidential Information in its possession, power or control, including copies held by persons to whom it has disclosed that information. The Receiving Party may retain a single archival copy only as required to comply with Law, regulatory obligations or internal record-keeping policies. Retained Confidential Information remains subject to this clause 11 for as long as it is retained.

Each Party acknowledges that the Disclosing Party would be irreparably harmed if Receiving Party's obligations hereunder are not specifically enforced and that Disclosing Party would not have an adequate remedy at law in the event of an actual or threatened violation hereof. Therefore, the Receiving Party agrees that Disclosing Party shall be entitled to seek an injunction or any appropriate decree of specific performance for any actual or threatened violations by the Receiving Party or its employees, agents, representatives or customers, without the necessity of Disclosing Party showing actual damages or that monetary damages would not afford an adequate remedy.

Subject to clauses 12.2 to 12.5, the entire total aggregate financial liability of either Party (including any liability for the acts and omissions of a Party's employees, Affiliates, agents and subcontractors) to the other Party for all other claims, losses or damages arising out of or in connection with this Agreement, whether under contract, (including indemnities), tort, negligence, breach of statutory duty, or otherwise, will not exceed a sum equal to one hundred percent (100%) of Fees paid or payable by the Client for the Services in the twelve (12) month period immediately preceding the event which gave rise to the liability.

Each Party's liability for any breach of clause 11 (Confidentiality) or of the Data Processing Agreement, and Goodley's liability under clause 8.3, is limited in the aggregate to two hundred and fifty thousand pounds (£250,000).

Nothing in this Agreement limits or excludes the liability of a Party for (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by its negligence or that of its officers, employees, contractors or agents; or (iii) any other liability which may not be limited or excluded by law; or (iv) in the case the Client: (x) the Fees due; (y) liability arising under clause 3 of these Terms and Conditions; and (z) liability for infringement or misappropriation of Goodley's Intellectual Property Rights (including the Services).

Except under section 12.3, neither Party shall be liable under any cause of action or theory of liability, even if the other Party has been advised of the possibility of such, including: (i) any indirect, special, incidental or consequential loss; and (ii) loss of business, profits, sales, revenue, interest, goodwill/reputation or anticipated savings, loss or corruption of software, data or information, wasted expenditure; in each case whether any of the foregoing losses in this section 10.3 is direct or indirect.

Notwithstanding the indemnities given and the liabilities contained within this Agreement, each Party shall at all times use all reasonable endeavours to mitigate any costs, losses or expenses that may arise out of this Agreement, and each Party shall only be liable to the extent that any liabilities, losses, claims, charges, costs, demands, proceedings, damages and expenses (including legal and other professional fees and expenses) have not arisen out of the negligence, wrongful acts or omissions, or breach of this Agreement by the other Party.

Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement by notice in writing:

Unless stated otherwise, any termination hereunder shall be without prejudice to any other rights or remedies either Party may be entitled to hereunder, or at law or in equity, and shall not affect any accrued rights or liabilities of either Party, nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

Upon expiry or termination of this Agreement or an Order, the Client's and its Authorised Users' right to access and use the Services under that Order shall end, and Goodley may disable all associated Authorised User accounts, subject to the Client's right to export its Client Data and Outputs under clause 13.4.

For thirty (30) days after termination or expiry of an Order, Goodley will give the Client read-only access to export its Client Data and Outputs in a commonly used format, at no charge, and will give reasonable help with the export. After such period, Goodley shall delete the Client Data in accordance with the Data Processing Agreement and its data retention policies.

On termination or expiry, the Client shall pay all Fees accrued up to the date termination takes effect. Goodley shall refund any Subscription Fees paid in advance for the period after that date.

If any dispute arises between the Parties about the construction, effect or operation of this Agreement, or any matter connected with or arising out of it (Dispute), the Parties must take the following steps:

If the Dispute is not resolved within twenty (20) Business Days after receipt of the Dispute Notice, or any other period the Parties agree in writing, it will be referred to mediation, with the Parties to agree on a mediator with the skills and qualifications to assist them. If the Parties cannot agree on a mediator within 10 Business Days, either may ask the Centre for Effective Dispute Resolution (CEDR) to nominate one. The Parties will share the costs of the mediation equally, including the mediator's fees.

Pending resolution of a Dispute, the Parties will continue to perform this Agreement.

Except to obtain urgent injunctive relief or to pursue unpaid Fees, neither Party may commence or maintain court proceedings about a Dispute until it has complied with this clause 15.

Any notice given in connection with this Agreement must be in writing, in English, addressed to the relevant Party and hand delivered, sent by post or emailed to:

A notice is taken to have been given:

Any notice served in relation to actual or prospective litigation (including mediation) must be sent by post with a copy by email.

Governing law and jurisdiction. This Agreement, 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, is governed by the laws of England and Wales. Subject to clause 15, each Party submits to the exclusive jurisdiction of the courts of England and Wales.

Variation. Subject to clause 5.2, this Agreement may only be varied in writing signed by both Parties.

Waiver. A right under this Agreement may only be waived in writing signed by the Party giving the waiver. No failure or delay by a Party to exercise any right or remedy constitutes a waiver of that or any other right or remedy, nor prevents or restricts its further exercise. No single or partial exercise of a right or remedy prevents or restricts the further exercise of that or any other right or remedy.

Costs. Each Party bears its own costs arising out of the negotiation, preparation and execution of this Agreement.

Severability. If any part or provision of this Agreement is judged invalid or unenforceable in a jurisdiction, it is severed for that jurisdiction, and the remainder of this Agreement continues to operate.

Assignment. The Client may not assign or transfer any of its rights or obligations under this Agreement without Goodley's prior written consent, not to be unreasonably withheld or delayed. Goodley may assign or transfer this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets, on written notice to the Client. Goodley may use subcontractors to provide the Services and remains responsible for their performance.

Remedies. The rights of a Party under this Agreement are cumulative and not exclusive of any rights provided by law.

Survival. Any provision of this Agreement (including the Data Processing Agreement) that expressly or by implication is intended to continue in force on or after termination or expiry shall remain in full force and effect, including clause 3 (Client Restrictions on Use), clause 4 (Client Obligations), clause 7 (Charges and Payment) in respect of Fees accrued, clause 8 (Intellectual Property), clause 11 (Confidentiality), clause 12 (Limitation of Liability), clauses 13.4 and 13.5, clause 14 (Data Protection), clause 15 (Dispute Resolution) and this clause 17.

Entire agreement. This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes any previous understandings or agreements on that subject matter, whether written or oral. Each Party acknowledges that it has not relied on any statement not set out in this Agreement.

Relationship of the Parties. Nothing in this Agreement creates a partnership, joint venture or agency relationship between the Parties, and each Party enters into this Agreement as an independent contractor.

Third Party rights. Nothing in this Agreement gives a third party any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

Force majeure. Neither Party is in breach of this Agreement or liable for any failure or delay in performing its obligations (other than an obligation to pay Fees) if the failure or delay results from Force Majeure. The time for performance is extended accordingly. If the delay or non-performance continues for four weeks, the Party not affected may terminate this Agreement by giving seven (7) days' written notice to the affected Party.