Community Membership Terms of Service

This Agreement is entered into upon acceptance by the subscribing organisation (the “Organisation”) through submission of payment for Community Membership via The GO! Network website.

BETWEEN:

The Organisation completing payment and agreeing to these terms electronically (hereafter referred to as the “Organisation”); and
FindProcure Ltd, a company incorporated and registered in England and Wales (Company No. 15953205), with its registered office at 55 Nursery Road, Stockport,England, SK4 2ND, trading as The GO! Network (“GO!”).

BACKGROUND

The GO! Network is a professional membership platform that supports marketing agencies through access to insight, exposure, strategic support, and new businessopportunities.
GO! operates a curated network of agencies and a proprietary online platform that enhances visibility, facilitates brand-agency relationships, and enables participationin community-based resources and events.
Through the GO! Network, subscribing organisations gain access to member benefits including case study promotion, community tools, visibility to brands, and theopportunity to be considered for introductions to relevant brand briefs.
By submitting payment and agreeing to these terms electronically, the Organisation confirms its intention to become a Community Member of the GO! Network, andGO! agrees to provide the membership benefits in accordance with this Agreement.

AGREED TERMS

1. Definitions and Interpretation

1.1 In this Agreement, unless the context otherwise requires, the following words and phrases shall have the meanings set out below:

GENERAL

Business Day: A day (other than a Saturday, Sunday, or public holiday) when banks in London are open for business.
Commencement Date: The date on which the Organisation completes payment and accepts this Agreement via The GO! Network website
Data Protection Laws: All applicable UK data protection and privacy legislation, including the UK GDPR and the Data Protection Act 2018.
Term: The duration of this Agreement, beginning on the Commencement Date and lasting for the Initial Membership Term (as defined below), unlessterminated earlier in accordance with Clause 10.
Year: A 12-month period beginning on the Commencement Date or any anniversary thereof
Associate: Shall have the meaning given in Section 345 of the Companies Act 2006.

NETWORK MEMBERSHIP

Initial Membership Term: A 12-month period beginning on the Commencement Date.
Member Benefits: The features and services available under Community Membership, as outlined at www.thegonetwork.com/member-benefits andupdated from time to time. These include access to The GO! Network Platform, limited case study uploads, visibility to The GO! team, and second-tierconsideration for brand Introductions.
Authorised User: Any employee of the subscribing organisation who has been issued access to The GO! Network Platform.
Account: The user account created by an Authorised User during registration to access the platform.
Organisation Content: Any article, case study, event listing, or other material uploaded by an Authorised User.
Platform Terms: The separate terms governing access to and use of The GO! Network Platform, available at www.thegoportal.com.
Membership Fee: The annual fee for Community Membership, as advertised on The GO! Network website at the time of purchase.
Renewal Term: Has the meaning given in Clause 10.1.
The GO! Network Platform: The proprietary membership platform provided by GO!, accessible at www.thegoportal.com.

BRAND INTRODUCTIONS

Introduction: Any introduction made by or on behalf of GO! to a brand for the subscribing organisation, including but not limited to:

Providing the brand's contact details (or those of its employees or representatives);
Granting the organisation an opportunity to pitch or promote its services to the brand, directly or indirectly;
Showcasing or displaying Organisation Content to the brand

The terms Introduce, Introduces, and Introduced shall be interpreted accordingly.

Introduction Priority: The order in which GO! considers organisations for potential introductions, with Premium Members receiving first-tier considerationand Community Members receiving second-tier consideration. GO! retains sole discretion over all Introductions and may endorse any organisation fromwithin or outside the network. Introduction Priority does not guarantee inclusion or engagement.
Endorsement: A recommendation made by GO! to a brand identifying a subscribing org
Relevant Contract: Any agreement (verbal or written) between the subscribing organisation (or its affiliates) and a brand (or its affiliates) for the provision ofservices, where the brand was Introduced by GO!.
Services: Any and all services that the subscribing organisation may offer or provide to brands from time to time

SOW (Statement of Work): A document outlining the commercial terms, invoice schedule, and total value of a Relevant Contract.

Granting the organisation an opportunity to pitch or promote its services to the brand, directly or indirectly;
A sample format is included in Appendix 1 (for informational purposes only).

COMMISSION

Work Commencement Date: The start date of the paid engagement between the subscribing organisation and the brand, as defined in the RelevantContract and accompanying SOW.

Commission: The total sum payable to GO!, comprising:

Initial Commission – for the first Relevant Contract, calculated as per Clause 4.3.1;
Additional Commission – for any further Relevant Contracts entered into within the Commission Cycle, as defined in Clause 4.3.2.

SOW Value: The Net Revenue expected to be derived from the Relevant Contract.
GO! Commission Cycle: The 12-month period beginning on the first Work Commencement Date and ending after the twelfth Active Billing Period.
Active Billing Period: Any period during which the subscribing organisation has issued an invoice for services provided to a brand.
Commission Rate: 14% of Net Revenue

Net Revenue: The total amount charged to the brand, excluding:

VAT or applicable sales taxes;
Pre-approved expenses (see Clause 4.5)

Expenses: Costs that may be deducted from Net Revenue if agreed in advance with GO!, including third-party media spend, software, or productionservices directly tied to the Relevant Contract.
Invoice Schedule: The payment schedule associated with a Relevant Contract, to be submitted as part of the SOW and updated as necessary. (SeeAppendix 2.)
Invoice Information: As further defined in Clause 2.7.3 of this Agreement.

1.2 Interpretation Guidelines

In this Agreement:

1.2.1 References to a person include individuals, companies, partnerships, joint ventures, associations, trusts, and other entities, as well as theirlegal successors and assigns.

1.2.2 Words in the singular include the plural and vice versa. Any gendered term includes all other genders and neutral forms.

1.2.3 A reference to a clause or schedule refers to a part of this Agreement. If there is any conflict between a clause and a schedule, the clauseshall prevail.

1.2.4 References to any statute or regulation include all amendments, re-enactments, or extensions, and any associated subordinate legislation.

1.2.5 References to “writing” or “written” including email but excluding fax.

1.2.6 If this Agreement is interpreted in a jurisdiction outside England, any English legal term shall be construed to refer to the closest equivalentconcept in that jurisdiction.

1.3 Headings: Headings in this Agreement are for convenience only and do not affect its interpretation.

1.4 Use of Illustrative Terms: Words following terms like “including”, “for example”, or similar expressions are illustrative only and do not limit themeaning of preceding text.

1.5 Prohibited Actions: Where this Agreement prohibits an action, the subscribing organisation must also ensure that no third party performs that actionon its behalf.

2. Membership and Introduction Process

2.1 Membership & Entitlement: Upon successful payment of the Membership Fee, the subscribing organisation will be enrolled as a CommunityMember of The GO! Network and granted access to the applicable Member Benefits for the duration of the Term.

Community Membership includes limited access to The GO! Network Platform, visibility to GO! representatives, and second-tier consideration for relevantopportunities, as described at www.thegonetwork.com/member-benefits.

2.2 Changes to Member Benefits: Member Benefits are subject to change at GO!’s sole discretion. All updates will be published on the membershipsection of The GO! Network website. It is the responsibility of the subscribing organisation to monitor this page regularly.

2.3 Platform Access: Access to The GO! Network Platform is governed by separate Platform Terms. All Authorised Users must comply with these termsin addition to this Agreement.

2.4 Quality of Services: GO! will provide the Member Benefits using reasonable care and skill

2.5 Accuracy of Information: The subscribing organisation must ensure that all information provided to GO! in relation to membership is accurate andup to date. Updates must be submitted promptly if changes occur.

2.6 No Guarantee of Introductions or Engagements:

GO! will seek to introduce the subscribing organisation to relevant brands at its sole discretion. However, GO! does not guarantee:

that a specific brand introduction will be made; or
that any introduction will result in a commercial engagement or contract.

Premium Members receive first-tier consideration for introductions; Community Members are considered second.

2.7 Obligations Following a Brand Introduction: If GO! introduces a brand and the subscribing organisation proceeds with a commercial engagement,the following terms apply throughout the GO! Commission Cycle:

2.7.1 Submission of SOW & Administration Fees

No later than five (5) Business Days after entering into a contract with a brand, the subscribing organisation must submit a Statement of Work (SOW)to GO!, detailing:

commercial terms;
the invoice schedule; and
the charges payable under the contract.

If this SOW is not submitted within the timeframe:

GO! may charge a £100 administration fee for time and resources incurred;
If delays in invoice data continue, an additional £100 per delayed invoice may be charged;
Fees must be paid within 14 days of GO!’s invoice date.

2.7.2 Contract Updates:

The subscribing organisation must notify GO! immediately of any changes to:

the terms of the engagement;
the SOW Value; or
the Invoice Schedule.

This obligation applies throughout the duration of the brand relationship.

2.7.3 Invoice Information & Notifications

Unless otherwise agreed in writing, the subscribing organisation must:

raise invoices according to the approved Invoice Schedule;
the Invoice Schedule.

invoice amount;
invoice period;
net revenue invoiced;
details of any expenses deducted (subject to GO! approval);
the number of remaining Active Billing Periods in the GO! Commission Cycle

This requirement applies even if an invoice is issued after the Commission Cycle expires, provided it relates to services delivered during the cycle

2.7.4 Responsibility for Affiliates and Third Parties

The subscribing organisation must ensure that its affiliates and representatives comply with the above clauses and provide GO! with all relevantcontract and invoicing information within the applicable timeframes.

3. Obligations of the Subscribing Organisation

3.1 Good Faith & Cooperation:

Throughout the term of this Agreement, the subscribing organisation and its representatives shall:

3.1.1 Act in good faith and cooperate with GO! in all matters relating to this Agreement;

3.1.2 Act in good faith and cooperate with any brands or contacts introduced by GO!.

3.2 Provision of Information:

GO! wThe subscribing organisation must provide all reasonably requested information necessary for GO! to:ill seek to introduce the subscribing organisation to relevant brands at its sole discretion. However, GO! does not guarantee:

perform its duties;
deliver the Member Benefits; and
calculate commission accurately.

This includes, without limitation:

relevant marketing materials;
financial or billing records;
organisation or team information as applicable

3.3 Service Suspension or Cessation: If the subscribing organisation suspends or discontinues any of its services that are relevant to a brandintroduction, it must notify GO! immediately.

3.4 Efforts to Secure Brand Engagements:

The subscribing organisation shall use reasonable efforts to:

3.4.1 Follow up on introductions made by GO!;

3.4.2 Enter into commercial agreements with brands introduced through The GO! Network, where suitable.

3.5 Prohibited Actions:

The subscribing organisation and its representatives must not:

3.5.1 Unreasonably delay or refuse to enter into good faith discussions with a brand regarding an opportunity introduced by GO!;

3.5.2 Take any steps to avoid or reduce the commission owed to GO!, including:

artificially lowering contract value or scope;
offering unauthorised rebates, deductions, or restructuring without written agreement from GO!.

3.6 Acknowledgement of GO!’s Role and Commission Model:

The subscribing organisation acknowledges that:

GO! applies professional experience and discretion in making brand introductions;
the organisation benefits from this matchmaking expertise;
any contracts entered into with brands introduced during the GO! Commission Cycle will be subject to GO!’s commission terms.

3.7 Timely Communication:

The subscribing organisation and its representatives shall:

3.7.1 Respond to all communications from GO! in a timely manner where they relate to introductions, member benefits, or relevant commercialengagements;

3.7.2 Provide any further information reasonably required by GO! to support the successful delivery of services under this Agreement

4. Membership Fee, Commission and Payment

4.1 Membership Fee Payment: The subscribing organisation shall pay the Membership Fee in full at the time of purchase and agrees to pay any futureCommission invoices within 30 days of invoice date.

4.2 Timing of Membership Fee Invoicing: GO! may issue an invoice for renewal at the end of the membership term. Renewals are optional and may beprocessed via the same platform through which the original membership was purchased.

4.3 Commission Structure:

GO! is entitled to receive Commission for any commercial agreement between the subscribing organisation and a brand introduced by GO!, under the followingterms:

4.3.1 Initial Commission: Commission is payable at 14% of the net revenue invoiced to a brand through the first agreement introduced by GO!,provided this agreement spans at least 12 billing periods.

4.3.2 Additional Commission: If fewer than 12 billing periods are covered by the initial agreement, additional Commission applies to anysubsequent agreements with the same brand until a total of 12 billing periods have been invoiced.

In all cases, Commission is capped at 14% of the original agreement value, unless shorter billing terms apply.

4.4 Invoicing for Commission: GO! will invoice based on the invoice data provided by the subscribing organisation. If any expenses are disallowed,GO! may adjust the Commission value accordingly.

4.5 Expenses:

Only the following categories of costs may be deducted from net revenue before Commission is calculated, and only if approved by GO! in writing:

4.5.1 Third-party media spend related solely to the client contract;

4.5.2 Third-party software fees used exclusively for the client project;

4.5.3 Third-party production or freelance costs directly tied to the client work

Any unapproved deductions may be rejected.

4.6 Timing of Commission Payable: Commission becomes due at the point an invoice is issued to the client by the subscribing organisation, not uponreceipt of payment.

4.7 General Payment Terms

All fees and Commission:

4.7.1 Exclude VAT or applicable sales tax;

4.7.2 Shall be paid in GBP (£);

4.7.3 Shall be paid without set-off or withholding;

4.7.4 Are non-refundable

4.8 Late Payment

If payment is late:

4.8.1 GO! may suspend access to membership benefits;

4.8.2 Interest will accrue daily at 8% above the Bank of England base rate until payment is received

4.9 Record-Keeping & Audit Rights: The subscribing organisation must maintain accurate records of invoices and deductions relating to contracts withbrands introduced by GO!. GO! may request access to these records at reasonable times.

4.10 Commission Disputes: Any dispute over Commission shall be resolved by an independent auditor. Their decision shall be final, except in cases ofclear error

4.11 Membership Fee Changes: GO! may change the Membership Fee at any time. Any changes will apply to future renewals only.

4.12 Ongoing Commission Obligation: If the Agreement ends, any Commission relating to introductions made during the membership period remainspayable. This clause survives termination.

5. Confidentiality

5.1 Non-Disclosure Obligation: The Subscribing Organisation and GO! each agree not to disclose any confidential information regarding the other’sbusiness, operations, clients, or suppliers at any time during the term of this Agreement and for two (2) years after its termination, except as expresslypermitted under this clause.

5.2 Permitted Disclosures:

Either party may disclose confidential information only:

5.2.1 To their respective employees, officers, representatives, or professional advisers, but solely to the extent required to fulfil obligations underthis Agreement. The disclosing party must ensure such recipients observe the confidentiality obligations outlined in this clause.

5.2.2 Where disclosure is required by law, regulation, or court order. Where legally permitted, the disclosing party will notify the other in advance.

5.3 Use of Confidential Information by GO! – GO! may use the Subscribing Organisation’s confidential information only as needed to deliver theagreed Member Benefits and services under this Agreement and not for any unrelated purpose.

5.4 Use of Confidential Information by the Subscribing Organisation – The Subscribing Organisation may use GO!'s confidential informationonly for the purpose of accessing and using the Member Benefits in accordance with these Terms.

5.5 Return or Destruction of Confidential Information – Upon termination of this Agreement:

Each party must return or permanently delete all confidential information received from the other, in any form;
No copies may be retained, stored, or archived, unless required by applicable law or regulation

5.6 Disclosure to Brands:

Where GO! shares confidential information of the Subscribing Organisation with a Brand:

GO! will ensure the Brand is bound by confidentiality obligations no less protective than those set out in this clause;
Those terms shall enable direct enforcement by the Subscribing Organisation, where required;
A copy of such terms will be made available to the Subscribing Organisation on request.

5.7 Exceptions:

This clause does not apply to information that:

Becomes publicly available through no breach of these Terms; or
Is disclosed as required by law, court order, or regulatory authority.

6. Compliance

6.1 The Subscribing Organisation and GO! shall each, at their own expense, comply with all applicable laws, regulations, and recognised industrystandards relevant to their respective activities under this Agreement. This includes, but is not limited to:

Obtaining and maintaining all necessary licences, registrations, permits, or approvals required to operate lawfully; and
Ensuring ongoing compliance with any changes to legal or regulatory requirements that come into force during the term of this Agreement

7. Anti-Bribery & Corruption

7.1 The Subscribing Organisation and GO! each warrant, represent, and undertake that:

Compliance with Anti-Bribery Laws: They have complied with all applicable anti-bribery and anti-corruption laws and regulations in connection withentering into this Agreement, including but not limited to the Bribery Act 2010.
Ongoing Compliance & Internal Controls: They shall maintain effective policies and procedures to ensure ongoing compliance with the Bribery Act2010 and shall enforce such policies as appropriate.
Reporting Obligations:

They shall promptly notify the other in writing if they receive:

A request or demand for any bribe, facilitation payment, or improper advantage in connection with this Agreement; or
organisation or team information as applicable

7.2 A breach of this Clause shall constitute a material breach of this Agreement and entitle the non-breaching party to terminate the Agreement withimmediate effect.

8. Data Protection

8.1 Compliance with Data Protection Laws:

GO! and the Subscribing Organisation shall each comply with their respective obligations under applicable Data Protection Laws, including but not limited to:

The UK General Data Protection Regulation (UK GDPR);
The Data Protection Act 2018;
Any subsequent amendments, updates, or regulatory guidance issued by the UK Information Commissioner’s Office (ICO)

8.2 Authorisation to Share Personal Data: The Subscribing Organisation authorises GO! to process and share any personal data it provides withBrands solely for the purpose of facilitating Introductions and delivering services under this Agreement.

8.3 Warranties and Responsibilities of the Subscribing Organisation:

The Subscribing Organisation warrants, represents, and undertakes that:

It has obtained all necessary consents and provided all required notices to individuals whose personal data is shared with GO! and Brands;
Such consents and notices are sufficient to permit the lawful transfer and processing of personal data in accordance with applicable DataProtection Laws;
It will promptly notify GO! if any individual withdraws consent or exercises data subject rights (such as erasure or objection to processing) relatingto data shared under this Agreement.

8.4 Indemnity for Breach: Each party agrees to fully indemnify the other against all liabilities, losses, costs, expenses, damages, or penalties (includingregulatory fines and legal costs on a full indemnity basis) arising from any breach of this Clause 8 or applicable Data Protection Laws by theindemnifying party.

9. Limitation of Liability

9.1 Scope of Liability:

The following provisions set out the entire liability of GO! and the Subscribing Organisation (including liability for the acts or omissions of their respectiveofficers, employees, agents, representatives, and sub-contractors) in respect of:

any breach of contractual obligations under or in connection with this Agreement;
any use of the Member Benefits or Introductions by the Subscribing Organisation or its representatives
any misrepresentation, misstatement, or tortious act or omission (excluding fraud) arising in connection with this Agreement; and
any other provision of this Agreement.

(Each a “Liability Event”).

9.2 Liabilities That Cannot Be Limited or Excluded

Nothing in this Agreement shall limit or exclude liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; or
any other liability that cannot be excluded or limited by law.

9.3 Unrestricted Liabilities of the Subscribing Organisation

Nothing in this Agreement shall limit or exclude the Subscribing Organisation’s liability in respect of any:

indemnities provided under this Agreement;
payment obligations (including Membership Fees and Commission); or
breach of reporting, invoicing, or prohibited conduct obligations under this Agreement.

9.4 Overall Liability Cap: Subject to Clauses 9.2 and 9.3, the total liability of either party in connection with all Liability Events in any Year shall belimited to 100% of the Membership Fees paid for the immediately preceding Year (or for the current Year if it is the first Year).

9.5 Exclusion of Certain Losses

Subject to Clauses 9.2 and 9.3, neither party shall be liable for any of the following types of loss, whether direct or indirect:

loss of profits;
loss of turnover;
loss of anticipated savings;
loss of business opportunity;
loss of goodwill;
loss or corruption of data;
reputational damage;
any special, indirect, or consequential loss

This exclusion does not affect claims for direct financial loss not otherwise excluded above.

9.6 Exclusions Specific to GO!

GO! shall not be liable for any loss or damage arising from or in connection with:

any failure by the Subscribing Organisation to meet its obligations under this Agreement;
unauthorised or incorrect use of the Member Benefits;
any errors in the Member Benefits resulting from inaccurate information provided by the Subscribing Organisation or its representatives;
any action taken by GO! at the instruction of the Subscribing Organisation.

9.7 Multiple Liability Events: Where multiple Liability Events give rise to the same loss, they shall be treated as a single claim.

9.8 Time Limit for Claims: No claim shall be brought more than three (3) months after the claiming party became aware (or ought reasonably to havebecome aware) of the Liability Event giving rise to the claim.

Acknowledgement of Reasonableness: Each party confirms that the limitations and exclusions in this Clause 9 are reasonable andproportionate, given the subject matter of this Agreement and the opportunity to obtain independent legal advice.

10. Term and Termination

10.1 Term of the Agreement

10.1.1 Commencement and Duration: This Agreement shall commence on the Commencement Date and shall continue for the InitialMembership Term, unless terminated earlier in accordance with this Clause 10.

10.1.2 Termination by the Subscribing Organisation: The Subscribing Organisation may terminate this Agreement at any time by providing atleast one (1) month’s written notice to GO!, provided such notice does not take effect before the expiry of the Initial Membership Term.Termination does not release the Subscribing Organisation from its obligation to pay all Membership Fees and Commission due under thisAgreement. Financial consequences of termination are addressed in Clause 11.

10.1.3 Renewal of Membership: This Agreement shall not automatically renew upon expiry of the Initial Membership Term. If the SubscribingOrganisation wishes to renew, it must notify GO! at any time during the Initial Membership Term. GO! will issue a new agreement reflectingthe applicable Membership Fee and terms at the time of renewal. Renewal is subject to execution of the new agreement.

10.2 GO!'s Right to Terminate Immediately

Without affecting any other rights or remedies available to it, GO! may terminate this Agreement with immediate effect by providing written notice to theSubscribing Organisation if:

10.2.1 Non-Payment of Fees or Commission: The Subscribing Organisation fails to pay any amount due under this Agreement on the due dateand remains in default for at least 7 days after being notified in writing to make such payment.

10.2.2 Material Breach of Agreement: The Subscribing Organisation commits a material breach of any term of this Agreement, which isincapable of remedy or, if remediable, fails to remedy the breach within 7 days of being notified to do so.

10.2.3 Repeated Breaches: The Subscribing Organisation repeatedly breaches any term(s) of this Agreement in such a manner that reasonablyindicates an intention or inability to comply with its obligations.

10.2.4 Insolvency or Financial Distress:

The Subscribing Organisation:

proposes or enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986 or any similar arrangement with its creditors;
is unable to pay its debts as they fall due under Section 123 of the Insolvency Act 1986;
has a trustee, receiver, administrator, administrative receiver, or similar officer appointed over any part of its business or assets;
becomes subject to any winding-up petition or administration proceedings (other than for amalgamation or reconstruction).

10.2.5 Cessation of Business: The Subscribing Organisation suspends, ceases, or threatens to suspend or cease, the operation of all or asubstantial part of its business.

10.2.6 Change of Control: There is a change of control of the Subscribing Organisation, as defined in section 1124 of the Corporation Tax Act2010.

11. Consequences of Termination

11.1 Obligations Upon Termination or Expiry:

Upon the termination or expiry of this Agreement, the Subscribing Organisation:

11.1.1 Loss of Access to Member Benefits: Will no longer be entitled to or have access to the Member Benefits.

11.1.2 Outstanding Payments to GO!: Must immediately pay all outstanding Membership Fees, Commission, and any other amounts due underthis Agreement, whether or not invoiced at the time of termination. GO! reserves the right to take any necessary legal or collection action torecover unpaid amounts.

11.1.3 Ongoing Commission Obligations: Remains responsible for paying all Commission due in relation to any Relevant Contracts enteredinto during the applicable GO! Commission Cycle, including where invoices are issued, or payments are received after the Agreementends.

Survival of Rights and Obligations

The termination or expiry of this Agreement shall not affect:

any accrued rights, remedies, obligations, or liabilities as at the date of termination or expiry, including the right toclaim damages for breaches occurring before that date; and
Reporting Obligations:

Payment obligations (including Clause 4 – Membership Fee and Commission);
Confidentiality (Clause 5);
Indemnities (including those under Clause 8 – Data Protection);
Liability limitations (Clause 9)
Intellectual property rights (if specified elsewhere in the Agreement)

12. Intellectual Property and Announcements

12.1 Use of Name and Branding: The Subscribing Organisation grants GO! a non-exclusive, royalty-free, worldwide licence, for the duration of thisAgreement, to use the Subscribing Organisation’s name, logo, and trademarks in GO!'s marketing materials, website, case studies, and promotionalcontent. This usage is strictly limited to promoting the Subscribing Organisation’s membership in the GO! Network and showcasing relationshipsfacilitated by GO! with relevant brands.

12.2 Public Announcements: GO! shall not make any public announcements regarding the existence, subject matter, or terms of this Agreement, or anyrelationships facilitated between the Subscribing Organisation and brands, without the Subscribing Organisation’s prior written consent. Such consentshall not be unreasonably withheld or delayed for announcements that reflect standard promotional and marketing practices.

13. Non-Solicitation

13.1 Restriction on Solicitation: The Subscribing Organisation shall not, during the term of its subscription and for a period of 12 months followingtermination or expiry, directly or indirectly solicit, entice away, or attempt to solicit or entice away from GO! any employee, contractor, or subcontractorwho was involved in providing services, support, or introductions to the Subscribing Organisation via the GO! Network. This restriction includes, but isnot limited to, offers of employment, consultancy, or freelance engagement. This clause shall not apply where prior written consent has been given byGO!.

13.2 General Advertising Exception: It shall not be a breach of Clause 13.1 if the Subscribing Organisation advertises a vacancy in good faith throughpublic channels and does not specifically target GO! personnel. Any resulting engagement must be incidental to a general recruitment process andnot an intentional circumvention of this clause.

13.3 Compensation for Breach: In the event of a breach of Clause 13.1, the Subscribing Organisation agrees to pay GO! an amount equal to six (6)months’ gross remuneration or fees of the individual concerned. This fee is payable within 14 days of receipt of invoice and is without prejudice toGO!’s right to pursue further damages or injunctive relief for any additional loss or harm caused.

14. General

14.1 No Partnership or Agency: Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, or agencyrelationship between GO! and the Subscribing Organisation, nor authorise either Party to make commitments on behalf of the other.

14.2 Entire Agreement:

14.2.1 This Agreement represents the entire understanding between GO! and the Subscribing Organisation regarding membership andsupersedes all prior communications, arrangements, or agreements (written or oral) on the subject matter.

14.2.2 The Subscribing Organisation confirms it has not relied on any statement or representation not expressly included in this Agreement.Nothing in this clause limits GO!’s liability for fraudulent misrepresentation.

14.3 Variations: No amendment or variation to this Agreement will be valid unless published by GO! or confirmed in writing by an authorisedrepresentative of GO!.

14.4 Assignment:

14.4.1 The Subscribing Organisation may not assign or transfer its rights or obligations under this Agreement without prior written consent fromGO!.

14.4.2 Each Party enters into this Agreement on its own behalf and not for the benefit of any third party

14.5 Waiver: A failure or delay by either Party in enforcing any part of this Agreement does not constitute a waiver of rights. No single or partial exerciseof any right will restrict the continued exercise of that or any other right.

14.6 Severability:

14.6.1 If any provision of this Agreement is held to be invalid or unenforceable by a court, that provision shall be deemed deleted to the extentrequired, without affecting the remainder of the Agreement.

14.6.2 Where possible, any invalid or unenforceable provision shall be replaced with a legal and enforceable provision that reflects the intendedcommercial effect.

14.7 Notices:

14.7.1 Notices must be in writing and sent to the registered office or nominated contact details provided by either Party

14.7.2 Notices will be deemed received:

If delivered in person: at the time of delivery.
If posted by first-class or next-day delivery: at 9:00 am on the second Business Day after posting.
If sent by courier: at the date/time of signed delivery.
If sent by email: one Business Day after sending, provided no failure notification is received.

14.7.3 This clause does not apply to the service of legal proceedings.

14.8 Third-Party Rights: No third party shall have any rights under this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999

14.9 Electronic Execution:

14.9.1 The Subscribing Organisation agrees that clicking to accept or electronically confirming acceptance of this Agreement constitutes a legallybinding signature.

14.9.2 This Agreement may be executed in any number of counterparts (including electronic copies), each of which will be deemed an original, butall of which together form the same agreement.

14.9.3 No counterpart is effective until both Parties have confirmed acceptance

15. Governing Law and Jurisdiction

15.1 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 orformation, shall be governed by and construed in accordance with the laws of England and Wales.

15.2 The Subscribing Organisation and GO! agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute orclaim.

Schedule 1 – The GO! Network Platform (Web-Based Format)

1. Use of the Platform

1.1 The Subscribing Organisation agrees to:

1.1.1 Ensure all individuals it authorises to use the Platform:ces will be deemed received:

accept the Platform Terms of Use; and
create an individual Account using a company email address associated with the organisation’s owned domain

1.1.2 Maintain an up-to-date internal list of its authorised users and, upon request from GO!, provide a copy within 10 days.

1.1.3 Ensure that its representatives use the Platform only in accordance with the Platform Terms and this Agreement

1.1.4 Acknowledge that GO! may share any content uploaded or submitted by the Subscribing Organisation on the Platform with relevant brandsin order to facilitate introductions.

1.1.5 Acknowledge that GO! may suspend, restrict, or terminate any user’s access without notice if they breach the Platform Terms

1.1.6 Ensure that only permanent employees of the Subscribing Organisation are granted access, that access is granted on a per-user basis,and that account sharing is strictly prohibited.

1.1.7 Promptly notify GO! if a registered user leaves the organisation and provide updated user details for account reallocationowledge that GO! may suspend, restrict, or terminate any user’s access without notice if they breach the Platform Terms

1.1.8 Permit GO! (or an authorised auditor) to audit Platform usage to ensure the number of users matches the agreed access and terms

1.1.9 Accept full responsibility for the actions of its representatives using the Platform and indemnify GO! for any loss, damage, or liability arisingfrom misuse or breaches of the Agreement or Platform Terms.

2. Intellectual Property Rights

2.1 GO! and its licensors retain all Intellectual Property Rights in the Platform. The Subscribing Organisation has no rights to the Platform other than thelimited licence granted below.

2.2 GO! grants the Subscribing Organisation a non-exclusive, non-transferable, royalty-free licence to access and use the Platform during the term of theAgreement, in accordance with its terms and the Platform Terms.

2.3 All content uploaded by the Subscribing Organisation (“Organisation Content”) remains its property. However, by uploading content to the Platform,the organisation grants GO! a royalty-free, non-exclusive licence to use, display, reproduce, and adapt the content for the purposes of showcasing theorganisation to relevant brands during the term and for up to 10 years following termination, solely to facilitate potential introductions.

2.4 The Subscribing Organisation warrants that its content will not infringe the rights of any third party, including intellectual property rights, and shall fullyindemnify GO! for any losses, costs, or claims arising from such infringement.

3. Platform-Specific Liability

3.1 Liability relating to Platform access and use shall be governed by the Limitation of Liability clause in the main Terms and Conditions.

Appendix 1 - Example SOW Template

Client Details
Brand Name (legal entity):
Brand Reg Number:
Brand Lead Contact Name:
Brand Lead Contact Email Address:
Brand Lead Contact Mobile Number:
Agency Details
Agency Name (legal entity):
Agency Reg Number:
Agency Lead Contact Name:
Agency Lead Contact Email Address:
Agency Account Lead Contact Mobile Number:
Contract Details
Verbal Appointment Date:
Type of Contract:	Type of Contract: Project/Retained
Contract Start Date:
Agreed Contract length:
Expected Work Commencement Date:
Total Value of Contract:
Agreed payment Terms:
Delivery of Work
Description of Services provided:
Services to be delivered In-House:
Services to be Outsourced:
Expected Schedule for delivery of work including key milestones
Potential additional work outside of the services described above
Attached Copy of Signed Contract between Brand and Agency

Appendix 2 - Example Invoice Schedule Template

Invoice Schedule
Total Contract Value:
Expected Date of raising 1st invoice:	xx/xx/xx
Expected value of 1st invoice	£xxxxx.xx
Expected Date of raising 2nd invoice:	xx/xx/xx
Expected value of 2nd invoice	£xxxxx.xx
Expected Date of raising 3rd invoice:	xx/xx/xx
Expected value of 3rd invoice	£xxxxx.xx
Continue for all invoices scheduled
Continue for all invoices scheduled
Expected Date of raising Final invoice:
Expected value of Final invoice

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we’ve got your brief!