This agreement is between the organisation identified in the online checkout process (the “Organisation”) and FindProcure Ltd, incorporated in England and Wales under company number 15953205, whose registered office is at 55 Nursery Road, Stockport, England, SK4 2ND, trading as The GO Network (“TGN”).

The agreement takes effect when the Organisation completes payment and accepts this agreement electronically through the TGN website (the “Commencement Date”).

The individual accepting this agreement confirms that they are authorised to bind the Organisation. Electronic acceptance has the same effect as a signature.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the relevant party.

“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

“Authorised User” means an employee or other individual authorised by the Organisation to use the TGN platform on its behalf.

“Brand” means a business or other prospective client introduced or presented by TGN.

“Commission” means 14% of Net Revenue, calculated and payable under clause 4.

“Introduction” means any introduction, referral, opportunity, pitch invitation, contact disclosure, recommendation, presentation or showcasing of the Organisation or its content to a Brand by or on behalf of TGN.

“Member Benefits” means the Community Membership features described on the TGN website at the Commencement Date, including platform access, permitted case-study uploads, community resources, visibility to TGN and second-tier consideration for Introductions.

“Net Revenue” means amounts invoiced to a Brand under a Relevant Contract, excluding VAT or similar sales tax and only those third-party media, software, production or freelance costs that TGN has approved in writing before deduction.

“Relevant Contract” means any agreement or arrangement, written or oral, under which the Organisation or an Affiliate supplies services to a Brand or its Affiliate following an Introduction.

Headings do not affect interpretation. “Including” does not limit the words preceding it. References to writing include email.

Membership continues for 12 months from the Commencement Date (the “Membership Term”), unless ended earlier under clause 10. It does not renew automatically. Continued membership requires a new agreement at TGN’s then-current price and terms.

The Organisation must pay the membership fee displayed at checkout, plus VAT where applicable. The fee is payable in full on purchase and is non-refundable except where required by law or where TGN expressly agrees otherwise in writing.

TGN will provide the Member Benefits using reasonable care and skill. Community Membership provides second-tier consideration only. It does not guarantee any Introduction, pitch, engagement, contract, revenue or minimum level of activity.

TGN may make reasonable operational changes to Member Benefits. TGN will not materially reduce the core benefits advertised at the Commencement Date during the Membership Term without a valid operational, legal, security or regulatory reason.

Platform access is also subject to the platform terms and privacy notice presented or linked during registration. The Organisation must ensure that its Authorised Users comply with them.

The Organisation must provide accurate and current information, keep its profile and contact details updated, protect account credentials and promptly notify TGN of unauthorised access or personnel changes.

The Organisation must act lawfully and in good faith, respond reasonably to communications concerning Introductions, and must not circumvent, conceal or restructure a Relevant Contract to avoid Commission.

The Organisation is responsible for its Authorised Users, Affiliates and representatives in connection with this agreement and must ensure they provide information reasonably required to administer Introductions and calculate Commission.

The Organisation warrants that content it supplies is accurate, lawful and does not infringe third-party rights.

Commission applies where an Introduction results in a Relevant Contract. The Organisation must notify TGN within five Business Days after entering into a Relevant Contract and provide the contract value, scope, start date, invoice schedule and a copy of the relevant statement of work or equivalent commercial record.

Commission is not payable solely because of an Introduction where, before the Introduction, the Organisation had an active and independently established commercial relationship with the same Brand for materially similar services. The Organisation must notify TGN and provide reasonable supporting evidence within ten Business Days after the Introduction; otherwise the Introduction will be treated as accepted for the purposes of this agreement. This paragraph does not apply to new opportunities, business units, Affiliates, service lines or contracts materially facilitated by TGN.

Commission is 14% of Net Revenue invoiced under the first Relevant Contract and any later Relevant Contract with the same Brand until twelve Active Billing Periods have occurred. An “Active Billing Period” is a month or other recurring billing period in which the Organisation invoices the Brand for services. Where billing is not periodic, TGN and the Organisation will apply the nearest reasonable equivalent that reflects the commercial substance of the engagement.

Commission becomes due when the Organisation issues the corresponding invoice to the Brand, whether or not the Brand has paid it. TGN will invoice the Organisation and payment is due within 30 days.

The total Commission payable in relation to an Introduction will not exceed 14% of the total Net Revenue invoiced during the applicable twelve Active Billing Periods. This does not prevent Commission being due across more than one Relevant Contract where those contracts form part of the same Brand relationship.

The Organisation must promptly provide invoice dates, invoice amounts, Net Revenue, approved deductions and the number of remaining Active Billing Periods. TGN may charge a reasonable administration fee, capped at £100 per material reporting failure, after giving written notice and a reasonable opportunity to remedy.

The Organisation must keep accurate records relevant to Commission for six years. On reasonable written notice, TGN may inspect those records solely to verify Commission. Any inspection must occur during normal business hours, minimise disruption and protect unrelated confidential information.

Commission obligations relating to Introductions made during the Membership Term survive expiry or termination.

Amounts are exclusive of VAT, payable in pounds sterling and must be paid without set-off or deduction unless required by law.

If an undisputed amount is overdue, TGN may charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 or, if that Act does not apply, interest at 4% above the Bank of England base rate. TGN may suspend Member Benefits after giving at least seven days’ written notice.

Each party must keep the other party’s confidential information confidential during the Membership Term and for two years afterwards, use it only for this agreement, and disclose it only to personnel, professional advisers, Brands or service providers who need it for that purpose and are bound by suitable confidentiality duties.

This obligation does not apply to information that is public other than through breach, was lawfully known already, is received lawfully from a third party, is independently developed, or must be disclosed by law.

TGN may share the Organisation’s profile, credentials and approved content with Brands for the purpose of considering or facilitating Introductions.

Each party acts as an independent controller for personal data it processes under this agreement and must comply with applicable UK data protection law.

The Organisation must ensure it has a lawful basis and has provided any required privacy information before supplying personal data to TGN. TGN will process personal data in accordance with its privacy notice and may share relevant business contact data with Brands where reasonably necessary to facilitate an Introduction.

Neither party is required to rely on consent where another lawful basis is appropriate. Each party is responsible for losses arising from its own breach of data protection law, subject to clause 9.

Each party retains ownership of its intellectual property. The Organisation grants TGN a non-exclusive, worldwide, royalty-free licence during the Membership Term to host, reproduce, format and display content supplied for membership and Introduction purposes.

For up to 24 months after the Membership Term, TGN may retain and use copies already supplied to a Brand or reasonably required to administer an Introduction made during the Membership Term. TGN must not use the Organisation’s branding in unrelated advertising without prior written approval.

The Organisation warrants that it has the rights required to grant this licence and will be responsible for third-party claims caused by content it supplies.

Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot legally be limited.

Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill or business opportunity, except that this does not exclude Commission or other payment obligations expressly due under this agreement.

Subject to the preceding paragraphs, each party’s total aggregate liability arising in any 12-month period is limited to the membership fee paid or payable for that period, with a minimum cap of £750.

The cap does not apply to the Organisation’s obligation to pay membership fees or Commission, infringement of the other party’s intellectual property rights, breach of confidentiality, or deliberate circumvention of Commission. Liability for data protection breaches is capped at twice the general liability cap unless the liability cannot legally be limited.

A party must notify the other of a claim within 12 months after it became aware, or ought reasonably to have become aware, of the facts giving rise to it. This clause does not shorten any limitation period that cannot lawfully be shortened.

Either party may terminate immediately by written notice if the other commits a material breach that cannot be remedied, or fails to remedy a remediable material breach within 14 days after written notice.

TGN may suspend access immediately where reasonably necessary for security, legal compliance, suspected fraud, misuse of the platform or protection of a Brand, but will restore access when the reason for suspension is resolved.

TGN may terminate immediately if the Organisation becomes insolvent, ceases business, supplies materially false eligibility or identity information, or deliberately avoids Commission.

Expiry or termination ends access to Member Benefits but does not affect accrued rights. Clauses concerning Commission, payment, confidentiality, data protection, intellectual property, liability, records, governing law and any provision intended to survive will continue.

This agreement and the documents expressly incorporated through the website form the entire agreement concerning Community Membership. Neither party relies on a statement not set out in them, except that liability for fraud is not excluded.

TGN may update website terms for future purchases or claims. A change does not amend an agreement already formed unless both parties agree in writing or the change is required by law and does not materially prejudice the Organisation.

Neither party may assign this agreement without the other’s written consent, not to be unreasonably withheld, except that TGN may assign it as part of a genuine transfer of its business or assets.

Notices must be in writing and sent by email to the most recent notified address. They are treated as received on the next Business Day if no delivery failure notice is received.

No third party has rights under the Contracts (Rights of Third Parties) Act 1999. If a provision is unenforceable, it will be modified or deleted only to the minimum extent required. Delay in enforcement is not a waiver.

TGN may retain an electronic record of acceptance, including the Organisation, accepting individual, date and time, acceptance wording and the version of this agreement presented. A copy made available for download or sent to the Organisation may be relied on as evidence of the agreement formed.

This agreement is governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction.