Terms of Service

GoFirm.io is owned and managed by AST Management Ltd,

• Registered in England and Wales, #05913885 | VAT # 320 3244 58.
• Registered Office: 4 Reading Road, Berkshire RG8 7LY, UK
• Trading Office: Theodore Fontane St 1, Schenefeld 22869, Hamburg, Germany

These Terms and Conditions of Use (the Terms) govern your access to and use of the GoFirm platform and related services (the Services), provided by GoFirm, trading as gofirm.io (GoFirm, we, us, our).

By accessing or using the Services, the organisation you represent (the Customer) agrees to be bound by these Terms. The individual accepting these Terms on behalf of the Customer represents and warrants that they have the authority to bind the Customer to these Terms. If you do not have that authority, or if the Customer does not agree to these Terms, you must not use the Services.

These Terms apply exclusively to business customers. GoFirm does not contract with individual consumers.

1. Definitions

In these Terms, the following definitions apply:

• Authorised Users means the individuals whom the Customer permits to access and use the Services on its behalf, as configured within the platform.
• Confirmation Event means any instance in which a named authority is presented with an action for confirmation and provides a response via the GoFirm platform.
• Customer Data means all data submitted to or processed through the Services by or on behalf of the Customer, including authority confirmation records and audit trail data.
• Documentation means any technical or operational documentation made available by GoFirm in connection with the Services.
• Intellectual Property Rights means all patents, rights to inventions, copyright, trademarks, trade names, domain names, rights in get-up, goodwill, rights in designs, database rights, and all other intellectual property rights of any kind, whether registered or unregistered.
• Order means a subscription order, statement of work, or other written agreement entered into between GoFirm and the Customer setting out the commercial terms for access to the Services.
• Services means the GoFirm authority confirmation platform, including all software, interfaces, APIs, and related functionality made available under an Order.
• Subscription Term means the period during which the Customer is authorised to access the Services, as specified in the relevant Order.

2. Access to the Services

2.1 Grant of Access

Subject to the Customer's compliance with these Terms and payment of applicable fees, GoFirm grants the Customer a non-exclusive, non-transferable, revocable right to access and use the Services during the Subscription Term, solely for the Customer's internal business purposes and in accordance with the Documentation.

2.2 Authorised Users

The Customer is responsible for ensuring that only Authorised Users access the Services. The Customer must not permit any third party to access the Services other than Authorised Users. The Customer is responsible for all acts and omissions of its Authorised Users as if they were the Customer's own.

2.3 Account Security

The Customer is responsible for maintaining the security and confidentiality of all account credentials. The Customer must notify GoFirm immediately at [email protected] if it becomes aware of any actual or suspected unauthorised access to its account.

2.4 Restrictions

The Customer must not, and must ensure that Authorised Users do not:

• copy, modify, adapt, translate, or create derivative works of the Services or any part of them;
• reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Services;
• sublicense, sell, resell, transfer, assign, or otherwise make the Services available to any third party other than Authorised Users;
• use the Services to build a competing product or service, or to benchmark the Services for publication without GoFirm's prior written consent;
• remove or alter any proprietary notices, labels, or marks on the Services;
• use the Services in any way that violates applicable law or regulation.

3. Customer Obligations

3.1 Accurate Configuration

The Customer is solely responsible for the accurate configuration of the Services, including the designation of named authorities, the definition of action types requiring confirmation, and the setting of confirmation thresholds. GoFirm has no liability for any loss or harm arising from misconfiguration by the Customer or its Authorised Users.

3.2 Appropriate Use

The Customer must use the Services only for lawful purposes and in accordance with these Terms. The Customer must not use the Services in any way that could damage, disable, overburden, or impair the Services or interfere with any other party's use of them.

3.3 Compliance with Law

The Customer is responsible for ensuring that its use of the Services complies with all applicable laws and regulations, including employment law, data protection law, and any sector-specific regulatory requirements applicable to the Customer's industry.

3.4 Data Accuracy

The Customer is responsible for the accuracy, quality, and legality of all Customer Data submitted to the Services. GoFirm is not responsible for any errors, omissions, or inaccuracies in Customer Data.

4. GoFirm Obligations and Service Levels

4.1 Service Delivery

GoFirm will use commercially reasonable efforts to make the Services available during the Subscription Term in accordance with the service level commitments set out in this Section 4.

4.2 Uptime Commitment

GoFirm commits to a monthly uptime availability of 99.9% for the Services (the Uptime Commitment). Uptime is calculated as: ((total minutes in the month minus downtime minutes) divided by total minutes in the month) multiplied by 100. Downtime means a period during which the Services are wholly unavailable to the Customer, excluding Scheduled Maintenance and Excluded Downtime as defined in Section 4.3.

4.3 Exclusions

The following are excluded from the calculation of downtime and do not constitute a breach of the Uptime Commitment:

• Scheduled Maintenance: planned maintenance windows notified to the Customer at least 48 hours in advance, carried out outside of 08:00 to 20:00 UK time on Business Days where reasonably practicable;
• Emergency Maintenance: unplanned maintenance required to address a critical security vulnerability or prevent material service degradation, notified to the Customer as soon as reasonably practicable;
• Excluded Downtime: unavailability caused by (a) the Customer's acts or omissions or misconfiguration; (b) third-party infrastructure or services outside GoFirm's reasonable control, including internet service providers and cloud infrastructure providers; (c) force majeure events as described in Section 12.6; or (d) the Customer's failure to use a supported browser, device, or operating environment as notified by GoFirm.

Business Day means any day other than a Saturday, Sunday, or public holiday in England and Wales.

4.4 Incident Response

GoFirm will use the following target response and resolution times for incidents affecting the Services:

• Critical Incident (Services wholly unavailable): initial response within 1 hour; target restoration within 4 hours.
• High Incident (material degradation of core functionality): initial response within 4 hours; target restoration within 8 hours.
• Medium Incident (non-critical functionality impaired): initial response within 1 Business Day; target resolution within 3 Business Days.
• Low Incident (minor issues with no material impact on use): initial response within 2 Business Days; target resolution within 10 Business Days.

Response and resolution times are targets only and do not constitute binding commitments. GoFirm will keep the Customer informed of progress during any incident.

4.5 Service Credits

If GoFirm fails to meet the Uptime Commitment in any calendar month, the Customer may claim a service credit calculated as follows:

• Monthly uptime between 99.0% and 99.9%: service credit equal to 10% of the monthly fee for the affected month.
• Monthly uptime between 95.0% and 99.0%: service credit equal to 25% of the monthly fee for the affected month.
• Monthly uptime below 95.0%: service credit equal to 50% of the monthly fee for the affected month.

Service credits are the Customer's sole and exclusive financial remedy for any failure by GoFirm to meet the Uptime Commitment. Credits are applied against future invoices and are not redeemable for cash. To claim a service credit, the Customer must submit a written request to [email protected] within 30 days of the end of the affected month, including reasonable details of the downtime experienced. GoFirm will review and respond to valid claims within 15 Business Days.

4.6 Persistent Failure

If GoFirm fails to meet the Uptime Commitment in three or more consecutive calendar months, the Customer may terminate these Terms on 30 days' written notice, without payment of any early termination charge and without prejudice to any accrued rights. This right to terminate does not arise where the failures are wholly attributable to Excluded Downtime.

4.7 Support

GoFirm will provide technical support to the Customer during Business Hours (09:00 to 17:30 UK time on Business Days) via email at [email protected]. GoFirm will use reasonable efforts to respond to support requests within the timeframes set out in Section 4.4 according to the severity of the issue.

4.8 Security

GoFirm will implement and maintain appropriate technical and organisational measures to protect the Services and Customer Data against unauthorised access, loss, or misuse, as further described in our Technical and Organisational Measures documentation.

4.9 Updates and Modifications

GoFirm reserves the right to update, modify, or enhance the Services at any time. GoFirm will use reasonable efforts to notify the Customer of any material changes that may affect the Customer's use of the Services. GoFirm will not make changes that materially diminish the core functionality of the Services without reasonable notice.

5. Fees and Payment

5.1 Fees

The Customer agrees to pay the fees set out in the applicable Subscription or Order. All fees are exclusive of VAT and any other applicable taxes, which will be charged in addition at the prevailing rate.

5.2 Payment Terms

Unless otherwise agreed in an Order, invoices are due and payable within 30 days of the invoice date. GoFirm reserves the right to charge interest on overdue amounts at the rate of 8% per annum above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

5.3 Suspension for Non-Payment

If the Customer fails to pay any undisputed amount when due, GoFirm may, on not less than 14 days' written notice, suspend the Customer's access to the Services until all outstanding amounts are paid in full. Suspension does not affect GoFirm's right to terminate under Section 10.

5.4 Fee Changes

GoFirm may increase fees at the start of any renewal Subscription Term by giving the Customer not less than 60 days' prior written notice.

6. Intellectual Property

6.1 GoFirm Intellectual Property

All Intellectual Property Rights in the Services, the platform, the underlying technology, and any Documentation are and remain the exclusive property of GoFirm or its licensors. These Terms do not grant the Customer any rights in or to the Services other than the limited access right set out in Section 2.1.

6.2 Customer Data

All Intellectual Property Rights in Customer Data remain with the Customer or its licensors. The Customer grants GoFirm a limited, non-exclusive licence to process Customer Data solely to the extent necessary to provide the Services and fulfil GoFirm's obligations under these Terms.

6.3 Feedback

If the Customer provides GoFirm with feedback, suggestions, or ideas regarding the Services, GoFirm may use such feedback without restriction or obligation to the Customer. This clause does not require the Customer to provide feedback.

7. Confidentiality

7.1 Obligations

Each party (the Receiving Party) agrees to keep confidential all information disclosed by the other party (the Disclosing Party) that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Each party agrees to use the other's Confidential Information only for the purposes of performing its obligations or exercising its rights under these Terms, and to disclose it only to those of its personnel who need to know it for those purposes.

7.2 Exceptions

The obligations in Section 7.1 do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party at the time of disclosure; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is required to be disclosed by law or regulatory authority, provided the Receiving Party gives the Disclosing Party as much prior notice as reasonably practicable.

7.3 Survival

The confidentiality obligations in this Section 7 survive termination or expiry of these Terms for a period of five years.

8. Data Protection

8.1 Relationship

The parties acknowledge that in relation to the processing of personal data through the Services, the Customer acts as the Data Controller and GoFirm acts as the Data Processor, as those terms are defined in the UK GDPR.

8.2 Data Processing Agreement

The processing of personal data by GoFirm on behalf of the Customer is governed by a separate Data Processing Agreement (DPA), which forms part of the agreement between the parties. The Customer must execute the DPA before accessing the Services. In the event of any conflict between the DPA and these Terms in relation to data protection matters, the DPA prevails.

8.3 Customer Responsibility

The Customer is responsible for ensuring that it has a lawful basis for processing personal data through the Services, including obtaining any necessary consents from Authorised Users and providing appropriate privacy notices.

9. Limitation of Liability

9.1 Exclusion of Consequential Loss

To the fullest extent permitted by law, GoFirm shall not be liable to the Customer for any: (a) loss of profits; (b) loss of revenue; (c) loss of business or contracts; (d) loss of anticipated savings; (e) loss of goodwill or reputation; (f) loss or corruption of data; or (g) indirect, special, or consequential loss of any kind, in each case however caused and whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if GoFirm has been advised of the possibility of such loss.

9.2 Cap on Liability

Subject to Section 9.3, GoFirm's total aggregate liability to the Customer arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Customer to GoFirm in the 12 months immediately preceding the event giving rise to the claim.

9.3 Exceptions

Nothing in these Terms limits or excludes GoFirm's liability for: (a) death or personal injury caused by GoFirm's negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by applicable law.

9.4 Customer's Responsibility for Configuration

GoFirm's platform provides a confirmation layer for actions that the Customer configures. GoFirm does not determine which actions require confirmation, who the named authorities are, or what the consequences of confirmation or non-confirmation are within the Customer's systems. GoFirm accepts no liability for any loss or harm arising from the Customer's decisions regarding platform configuration or from the actions taken or not taken by the Customer's systems following a Confirmation Event.

9.5 Mitigation

The Customer must take reasonable steps to mitigate any loss it suffers in connection with the Services.

10. Term and Termination

10.1 Term

These Terms commence on the date the Customer first accesses the Services and continue for the duration of the Subscription Term set out in the applicable Order, and any renewals thereof.

10.2 Termination for Breach

Either party may terminate these Terms immediately on written notice if the other party: (a) commits a material breach of these Terms and, where that breach is capable of remedy, fails to remedy it within 30 days of written notice requiring it to do so; or (b) becomes insolvent, enters administration, is wound up, or is subject to an analogous event in any jurisdiction.

10.3 Termination for Convenience

Either party may terminate these Terms on not less than 90 days' written notice to the other party, to take effect at the end of the then-current Subscription Term. GoFirm will not charge early termination fees where the Customer terminates for convenience at the end of a Subscription Term.

10.4 Effect of Termination

On termination or expiry of these Terms: (a) all access rights granted to the Customer cease immediately; (b) the Customer must cease all use of the Services; (c) each party must return or destroy the other's Confidential Information on request; and (d) GoFirm will make Customer Data available for export for a period of 30 days following termination, after which GoFirm may delete Customer Data in accordance with its data retention policy and the DPA.

10.5 Survival

Sections 1, 6, 7, 8, 9, 10.4, 10.5, 11, 12, and 13 survive termination or expiry of these Terms. Section 4.5 survives termination in respect of any service credit claims arising before termination.

11. Warranties and Disclaimers

11.1 GoFirm Warranties

GoFirm warrants that: (a) it has the right to grant the access rights set out in these Terms; (b) the Services will perform materially in accordance with the Documentation during the Subscription Term; and (c) it will provide the Services with reasonable skill and care.

11.2 Customer Warranties

The Customer warrants that: (a) it has the authority to enter into these Terms; (b) its use of the Services will comply with all applicable laws and regulations; and (c) all Customer Data submitted to the Services will not infringe the Intellectual Property Rights or other rights of any third party.

11.3 Disclaimer

Except as expressly set out in these Terms, the Services are provided on an as-is and as-available basis. To the fullest extent permitted by law, GoFirm disclaims all other warranties, representations, and conditions, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. GoFirm does not warrant that the Services will be uninterrupted, error-free, or free from vulnerabilities.

11.4 No Warranty as to Outcomes

GoFirm warrants the operation of the confirmation platform. GoFirm does not warrant or represent that use of the Services will prevent any particular security incident, breach, loss, or harm within the Customer's environment. The Services provide a confirmation and audit layer; they do not guarantee the security of the Customer's wider systems or infrastructure.

12. General

12.1 Entire Agreement

These Terms, together with any applicable Order and the DPA, constitute the entire agreement between the parties in relation to the Services and supersede all prior agreements, representations, and understandings between the parties relating to the same subject matter. Each party acknowledges that it has not relied on any representation or warranty not expressly set out in these Terms.

12.2 Variation

GoFirm may update these Terms from time to time. GoFirm will give the Customer not less than 30 days' written notice of any material changes. Continued use of the Services after the effective date of any change constitutes acceptance of the updated Terms. If the Customer does not accept a material change, it may terminate these Terms on written notice before the effective date of the change.

12.3 Assignment

The Customer may not assign, transfer, or subcontract any of its rights or obligations under these Terms without GoFirm's prior written consent. GoFirm may assign these Terms to any successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice to the Customer.

12.4 Waiver

No failure or delay by either party to exercise any right or remedy under these Terms constitutes a waiver of that right or remedy. No single or partial exercise of any right or remedy precludes any further exercise of that or any other right or remedy.

12.5 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or illegal, that provision shall be deemed modified to the minimum extent necessary to make it enforceable. If such modification is not possible, the provision shall be deemed deleted. Any modification or deletion shall not affect the validity and enforceability of the remaining provisions.

12.6 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, war, civil unrest, government action, industrial disputes, or failure of third-party infrastructure. The affected party must notify the other as soon as reasonably practicable and take reasonable steps to mitigate the impact.

12.7 No Partnership or Agency

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to bind the other in any way.

12.8 Notices

All notices under these Terms must be in writing and sent to the addresses specified in the applicable Order, or to [email protected] in the case of notices to GoFirm. Notices sent by email are deemed received on the next business day following transmission, provided no delivery failure notification is received.

12.9 Third Party Rights

These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

13. Governing Law and Disputes

13.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

13.2 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

13.3 Escalation

Before commencing formal legal proceedings, the parties agree to attempt to resolve any dispute through good-faith senior management discussions for a period of not less than 30 days from written notice of the dispute, unless urgent injunctive or other equitable relief is required.

14. Contact

If you have questions about these Terms, please contact us:

GoFirm

Email: [email protected]

Website: gofirm.io