These terms apply to all services provided by Good Vibes Only Agency Ltd. By purchasing a service or submitting an enquiry, you agree to these terms. Please read them carefully.
Good Vibes Only Agency Ltd is a company registered in England and Wales. Company number: 17135021. Registered address: [INSERT REGISTERED ADDRESS]. You can contact us at goodvibesonlyagency@outlook.com.
In these terms the following words have the following meanings:
These terms apply to all quotations, orders and contracts for the supply of Services by the Company. Any terms proposed by the Client are excluded unless expressly accepted in writing by the Company. The contract is formed when the Company issues written acceptance of the Client's order or the Client issues written acceptance of the Company's proposal.
We provide code review and audit services for software applications, primarily those built using AI-assisted development tools. Our services currently include:
The scope of each service is as described on our website at the time of purchase. We reserve the right to update our service descriptions at any time.
Our reviews identify issues, vulnerabilities and risks in code we are provided with. We provide findings and, where applicable, guidance on how to address them. We perform Services with reasonable skill and care in accordance with industry standards.
We do not guarantee that our reviews will identify every issue, vulnerability or risk present in any codebase. Code review is not a substitute for comprehensive security testing, penetration testing or professional legal, financial or regulatory advice.
We are not responsible for defects arising from incomplete, inaccurate or ambiguous instructions or materials supplied by the Client, or for issues arising from changes made by the Client or third parties after delivery.
Unless explicitly agreed in writing as part of the Services, we do not modify, patch or otherwise alter your code directly.
By submitting code to us for review, you confirm that:
You are responsible for acting on the findings in our reports. We accept no liability for issues that arise from your failure to act on our recommendations.
Each party shall keep confidential all information disclosed by the other that is marked or reasonably understood to be confidential. We treat all code and project information you share with us as strictly confidential. We will not share your code or any details of your project with any third party without your explicit consent, except where required by law.
Your code is not used to train any AI model, retained beyond the completion of your review, or stored longer than necessary to deliver your report.
Confidentiality obligations do not apply to information that is publicly available, independently developed, or lawfully obtained from a third party.
If you require a formal Non-Disclosure Agreement prior to sharing your code, please request one before submitting any materials. We are happy to provide this.
Payment is due in full before work begins. We will confirm receipt of payment before commencing any review. We may suspend work and withhold Deliverables if payment is overdue.
All prices shown on our website are in GBP and exclusive of VAT where applicable. We reserve the right to change our prices at any time. Price changes will not affect orders already confirmed and paid.
For Monthly Partner arrangements, payment terms will be agreed in writing prior to commencement.
Any turnaround times indicated are estimates only and do not form part of the contract. We will always endeavour to deliver your report promptly and will communicate with you if there are any delays. Service levels do not apply to delays caused by incomplete or inaccurate Client inputs, third-party system failures, changes in project scope, or events beyond our reasonable control.
Deliverables shall be deemed accepted upon delivery unless you notify us of material defects within 7 days. If you identify a material defect in the Deliverables within this period that arises from our work, we will use reasonable efforts to correct it at no additional charge.
Once a review has commenced, we are unable to offer a refund. If you are unhappy with your report, please contact us at goodvibesonlyagency@outlook.com and we will do our best to resolve the issue. If we are unable to commence a review due to circumstances on our side, we will offer a full refund.
Each party retains ownership of its pre-existing intellectual property. You retain full ownership of your code at all times. We claim no intellectual property rights over any code submitted to us for review.
Upon full payment, we assign to you all intellectual property rights in the Deliverables, excluding any tools, methodologies or proprietary processes we use to produce them, including our GVO Score methodology and review checklists.
Our reports, scoring methodology, checklists and written materials are the intellectual property of Good Vibes Only Agency Ltd. You may not reproduce or share our reports publicly without our written permission.
You shall indemnify us against all losses arising from any claim that AI-generated code or materials you provide infringe third-party rights, from unlawful or non-compliant use of AI-generated code, or from breach of your warranties under these terms.
We shall indemnify you against direct losses arising from any claim that our Deliverables (excluding your materials and AI-generated code) infringe a third party's intellectual property rights, subject to you promptly notifying us, allowing us to control the defence, and providing reasonable assistance.
Our total liability to you in connection with any service shall not exceed the total fees paid by you in the preceding 12 months.
We are not liable for any indirect, consequential or special losses including but not limited to loss of revenue, loss of profits, loss of data, loss of business or reputational damage, even if we were aware of the possibility of such losses. We are not liable for defects caused by AI-generated code or third-party tools, or for issues arising from your failure to test or validate Deliverables before deployment.
Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, fraud or any other liability that cannot be excluded by law.
To the extent we process personal data on your behalf, you are the Data Controller and we are the Data Processor. We shall process personal data only on your documented instructions and solely for the purpose of performing the Services. We shall implement appropriate technical and organisational measures to protect personal data, and shall notify you without undue delay upon becoming aware of a personal data breach. We shall not transfer personal data outside the UK or EEA without appropriate safeguards. Upon termination or expiry of the Services, we shall return or delete personal data unless retention is required by law. We may engage sub-processors subject to equivalent data protection obligations.
We shall not be liable for delays or failures caused by events beyond our reasonable control, including outages, cyberattacks, failures of third-party AI platforms or other circumstances outside our reasonable control.
Either party may terminate the contract with immediate effect if the other commits a material breach and fails to remedy it within 14 days of notice. Upon termination, you shall pay for all Services performed up to the termination date.
We may update these terms from time to time. The current version will always be available at goodvibesonly.agency/terms. Continued use of our services after changes are posted constitutes acceptance of the updated terms.
These terms, together with any quotation or order confirmation, constitute the entire agreement between the parties and supersede all prior discussions or representations.
Clauses relating to confidentiality, intellectual property, indemnities, limitation of liability and data protection survive termination of these terms.
These terms are governed by the laws of England and Wales. Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.
If you have any questions about these terms, please contact us at goodvibesonlyagency@outlook.com.