The Ghost Writer’s Agency Limited

General Terms

These General Terms describe your rights and obligations as an Authorised User of the Author/Ghost Introduction Service.

Please read and accept these General Terms on each occasion before using the Author/Ghost Introduction Service.

If you do not wish to comply with these General Terms, please do not (and you are not authorised to) use the Author/Ghost Introduction Service.

1. THE AUTHOR/GHOST INTRODUCTION SERVICE

1.1         GWA provides a cloud-based software solution that is designed to match ghost writers to authors (Author/Ghost Introduction Service).

1.2         Each ghost writer and each author that wishes to use the Author/Ghost Introduction Service will submit an online application form to GWA (GWA Application Form).

1.3         GWA will confirm if it accepts each GWA Application Form and (if accepted by GWA) the applicable author or ghost writer will then be an Authorised User.

1.4         GWA will use reasonable endeavours to match each Authorised User with one or more (as applicable) authors or ghost writers (each an Author/Ghost Match).

1.5         Each time a ghost writer and an author enter into a contract as a result of the Author/Ghost Match, the author and the ghost shall each submit an online/ email report to GWA including the agreed fees that are to be paid by the author to the ghostwriter and the date that those fees become due (Author/Ghost Match Report).

1.6         GWA shall invoice each ghost for 10% of the overall fee agreed with each author (GWA Charges) at the time contracts are signed and the ghost shall pay the GWA Charges within fourteen (14) days of receipt of each invoice.

1.7         The Author/Ghost Introduction Service are provided to each Authorised User AS IS and GWA does not warrant to the Authorised User that use of the Author/Ghost Introduction Service will be uninterrupted or error-free and consequently, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Law, excluded.

1.8         Authorised User has sole responsibility for the use or provision (as applicable) of the Author/Ghost Introduction Service and GWA shall have no liability for any damage caused by errors or omissions in any information, instructions by Authorised User in connection with Author/Ghost Introduction Service.

1.9         GWA shall not be responsible for any delay or delivery failure (whether resulting from the transfer of data over communications networks and facilities, including, without limitation, the internet or otherwise) and the Authorised User acknowledges that the Author/Ghost Introduction Service may be subject to limitations, delays and other problems inherent in the use of such communications networks and facilities.

2. AUTHORISED USER OBLIGATIONS

2.1         GWA grants to the Authorised User a non-exclusive, limited, non-transferable right for the Authorised User to use the Author/Ghost Introduction Service solely for the Authorised User’s personal or internal business operations and subject to the restrictions and obligations in these General Terms.

2.2         Authorised User:

2.2.1      shall pay the Charges specified in the GWA Application Form within fourteen (14) days of receiving each invoice from GWA;

2.2.2      shall comply with the reporting requirements in the GWA Application Form;

2.2.3      shall ensure that all data in the GWA Application Form is true and accurate in all respects (and shall update GWA if any of the provided data materially changes at any time);

2.2.4      shall use the Author/Ghost Introduction Service solely to store, transmit or process data in accordance with the requirements and constraints of these General Terms;

2.2.5      shall comply with all Applicable Law and Regulatory Requirements with respect to Authorised User’s use of the Author/Ghost Introduction Service;

2.2.6      shall be solely responsible for procuring and maintaining the network connections and telecommunications links between Authorised User’s Environment and Author/Ghost Introduction Service, and for resolving all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Authorised User’s network connections or telecommunications links or those caused by the internet;

2.2.7      shall keep a secure password for use of the Author/Ghost Introduction Service and ensure that the password is kept confidential and changed no less frequently than would apply under the Authorised User’s own IT security policies and standards;

2.2.8      shall not permit any unauthorised access to or use of the Author/Ghost Introduction Service and, in the event of any such unauthorised access or use, Authorised User shall notify GWA promptly; and

2.2.9      shall not (except as may be allowed by Applicable Law or Regulatory Requirements which are incapable of exclusion by agreement between the Authorised User and GWA and except to the extent expressly permitted under these General Terms):

(a)          licence, sell, rent, lease, copy, reproduce, modify, duplicate, disclose, distribute, re-publish, download, display, post, transmit, transfer, assign, host, outsource, create derivative works from, frame, mirror or otherwise commercially exploit or make all or any part of Author/Ghost Introduction Service, in any form or media or by any means, available to any third party;

(b)          access Author/Ghost Introduction Service in order to build a similar or competitive product or service;

(c)          access, store, distribute or transmit any Viruses or material during the Authorised User’s use of the Author/Ghost Introduction Service:

(i)           which is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(ii)          which facilitates illegal activity;

(iii)         which depicts sexually explicit images;

(iv)         which promotes unlawful violence;

(v)          which is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(vi)         in a manner that is otherwise illegal or causes damage or injury to any person or property;

(d)          not attempt to reverse compile, disassemble or reverse engineer all or any part of the GWA Software;

(e)          not use the Author/Ghost Introduction Service to provide services to or for the benefit of third parties; and/or

(f)           not attempt to obtain or assist third parties in obtaining or attempting to obtain, access to the Author/Ghost Introduction Service.

2.3         GWA reserves the right, without liability or prejudice to any other rights, to suspend, disable or terminate the Authorised User’s access to the Author/Ghost Introduction Service if the Authorised User breaches the provisions of the General Terms.

3. AUTHORISED USER DATA

3.1       Authorised User shall own all right, title and interest in and to all of the Authorised User Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Authorised User Data.

3.2       Authorised User acknowledges and understands that GWA is not responsible for any Authorised User Data which is lost, altered, intercepted or stored without authorisation during its transmission across networks not owned and/or operated by GWA.

3.3       Authorised User acknowledges and understands that GWA may (in the ordinary course of its business)  provide third parties with depersonalised, anonymised and aggregated assessment data in respect of Authorised User’s use of the Author/Ghost Introduction Service

4. DATA PROTECTION

4.1       Neither Party intends that GWA will access or Process any Authorised User Personal Data (other than as provided by the Authorised User on the GWA Application Form).

4.2       To the extent that GWA is required to Process any Authorised User Personal Data on behalf of the Authorised User:

4.2.1       the Authorised User shall be the Data Controller and shall ensure that it is entitled to transfer the Authorised User Personal Data to GWA so that GWA may lawfully use, Process and or transfer it on behalf of the Authorised User; and

4.2.2       GWA shall be the Data Processor and shall:

(a)      process the Authorised User Personal Data strictly in accordance with these General Terms, the GWA Privacy Policy  and the Authorised User’s documented instructions and for no other purpose; and

(b)      process the Authorised User Personal Data in compliance with Data Protection Laws and the GWA Privacy Policy.

5. PROPRIETARY RIGHTS

5.1    Authorised User acknowledges and agrees that:

5.1.1      unauthorised use, resale or commercial exploitation of any part of Author/Ghost Introduction Service in any way is expressly prohibited;

5.1.2      the Authorised User does not acquire any rights in the GWA Software, Author/Ghost Introduction Service and/or any Third Party Products, express or implied, other than those expressly granted in these General Terms and all rights not expressly granted to the Authorised User are reserved by GWA;

5.1.3      these General Terms do not convey any rights of ownership to Authorised User in or related to Author/Ghost Introduction Service, the GWA Software, or any Third Party Products;

5.1.4      GWA and/or Third Party Technology Providers shall own all right, title and interest in and to all Intellectual Property Rights in the GWA Software, the Author/Ghost Introduction Service and/or any Third Party Products (and any suggestions, enhancements requests, feedback, or recommendations provided by the Authorised User or the Authorised Users relating to the GWA Software Author/Ghost Introduction Service and/or any Third Party Products); and

5.1.5      except as expressly stated herein, these General Terms do not grant Authorised User any rights to or in, any patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences relating to Author/Ghost Introduction Service and/or the GWA Software.

5.2       GWA has and shall maintain all necessary licences, consents, permissions and rights necessary for the performance of GWA obligations under these General Terms.

6. CONFIDENTIALITY

6.1       Each Party (Receiving Party) agrees to maintain the confidentiality of the other Party’s (Disclosing Party) Confidential Information.  A Party's Confidential Information shall not be deemed to include information that:

6.1.1       is or becomes publicly known other than through any breach of these General Terms;

6.1.2       is already in the lawful possession of the Receiving Party and not subject to any agreement of confidence between the Parties;

6.1.3       is lawfully disclosed to the Receiving Party by a third party without any restriction known to the Receiving Party, after reasonable inquiry, for the benefit of the Disclosing Party;

6.1.4       can be proved to be independently developed by the Receiving Party;

6.1.5       the Disclosing Party has given written approval to the Receiving Party for its disclosure by the Receiving Party; or

6.1.6       is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative or governmental body, provided that (where it is permitted by law to do so) the Receiving Party gives the Disclosing Party written notice of such requested disclosure as soon as is reasonably practicable.

6.2       Each Party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than in connection with the performance of their respective obligationsunder these General Terms.

6.3       The Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s employees, directors, officers or agents provided that such disclosure is strictly necessary for the purpose of these General Terms and provided that such persons are bound by conditions of confidentiality and data protection in respect of the Confidential Information no less strict than those set out in these General Terms, which obligations the Receiving Party shall enforce at all times.

6.4       GWA may disclose the Authorised User’s Confidential Information to the other Authorised Users but solely for the purposed of providing the Author/Ghost Introduction Service  and subject to such other Authorised Users being subject to these General Terms.

6.5       Subject to the other provisions of this Clause 6, neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

6.6       Details of Author/Ghost Introduction Service  and the results of any performance tests of such services, constitute (without limitation) GWA Confidential Information.

6.7       The Authorised User Data and the Authorised User’s Personal Data are Authorised User’s Confidential Information.

6.8       This Clause 6 shall survive termination or expiry of these General Terms, however arising.

7. MODIFICATION/DISCONTINUATION/ REVIEW

7.1       GWA reserves the right at any time to amend, modify or upgrade Author/Ghost Introduction Service (or any part or parts thereof) either temporarily or permanently, provided that such modification does not materially diminish the functionality of Author/Ghost Introduction Service whilst in use by the Authorised User.

7.2       GWA shall not be liable to the Authorised User or any third party for any modification of Author/Ghost Introduction Service as contemplated by Clause 7.1, provided that Authorised User’s use of Author/Ghost Introduction Service continues subject to these General Terms.

8. LIMITATION OF LIABILITY

8.1       This Clause 8 sets out GWA entire financial liability to the Authorised User (including any liability for the acts or omissions of GWA employees, agents and sub-contractors) arising under or in connection with these General Terms; in respect of Authorised User’s use of Author/Ghost Introduction Service ; and in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection use of the Author/Ghost Introduction Service  by the Authorised User.

8.2       Nothing in these General Terms excludes either Party’s liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any matter for which it would be unlawful for either Party to exclude liability.

8.3       Subject to Clause 8.2:

8.3.1       neither Party shall be liable whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these General Terms; and

8.3.2       GWA’ shall liability to the Authorised User in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated provision of the Author/Ghost Introduction Service  to the Authorised User shall be limited to £1,000 (one thousand Pounds Sterling).

9. INDEMNIFICATION

9.1       Authorised User shall defend, indemnify and hold GWA harmless against claims, actions, proceedings, losses, damages, expenses and costs (including,without limitation, court costs and reasonable legal fees) arising out of or in connection with Authorised User’s misuse of Author/Ghost Introduction Service , provided that Authorised User is given prompt notice of any such claim; GWA provides Authorised User with reasonable co-operation, at Authorised User’s expense, in the defence and settlement of such claim; and Authorised User is given sole authority to defend or settle the claim.

9.2       Clause 8 and this Clause 9 state Authorised User’s sole and exclusive rights and remedies (including as regards GWA’s and GWA employees', agents' and sub-contractors’) for infringement of any patent, copyright, trademark, database right or right of confidentiality.

10. GOVERNING LAW AND JURISDICTI#ON

10.1     These General Terms and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England and Wales.

10.2     The Parties each irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these General Terms or its subject matter or formation (including non-contractual disputes or claims).

11. DEFINITIONS AND RULES OF INTERPRETATION

11.1     In these General Terms: (a) the headings used are for reference only and shall not affect the interpretation of these General Terms; (b) any reference to a statutory provision shall include references to that provision as amended, modified or re-enacted from time to time, and all subordinate legislation made under it from time to time; (c) any reference to a person include any person, partnership, firm, company, corporation, organisation, association, or other entity (in each case whether or not having a separate legal personality); (d) any reference to a Clause of the General Terms shall be construed as a reference to a clause of the these General Terms unless expressly stated otherwise; (e) use of the singular includes the plural and vice versa; and (f) use of any gender includes all other genders.

11.2     The capitalised words and phrases used in these General Terms shall have the meanings ascribed to them in the table below:

WORD OR PHRASE DEFINITION

Applicable Law

means any of the following, to the extent that it applies to the referenced Party in (as applicable) the supply of Author/Ghost Introduction Service  by GWA or the receipt of Author/Ghost Introduction Service  by Authorised User: (a) any statute, directive, order, enactment, regulation, bylaw, ordinance or subordinate legislation in force from time to time; (b) the common law and the law of equity; (c) any binding court order, judgment or decree; (d) any directive of the Financial Conduct Authority in the UK or other applicable regulatory authority elsewhere; (e) any applicable industry code, policy or standard whether or not enforceable by law; and (f) any applicable direction, statement of practice, policy, rule or order that is set out by a Regulator that is binding on the Parties; in each case in any jurisdiction applicable to these General Terms.

Author/Ghost Introduction Service

means, collectively, the provision by GWA to each Authorised User of a cloud-based proprietary or licensed software solution that is designed to match ghost writers to authors (including any and all subsequent Versions/Releases which may be made available to Authorised User pursuant to these General Terms).

Authorised User

means the individual accessing and using the Author/Ghost Introduction Service.

Authorised User Data

means all Personal Data, data, files (including hypertext mark-up language files) documents, audio and visual information, graphics, scripts, programs, applets or servlets that the Authorised User provides, creates, installs, uploads or transfers in or through Author/Ghost Introduction Service in the course of the Authorised User’s Use of Author/Ghost Introduction Service.

Confidential Information

means any information whether in written, electronic or verbal form or in any other form whatsoever and whether disclosed directly or indirectly including, but not limited to, any information relating to products, services, insurers, prospects, Authorised Users, former Authorised Users, policyholders, operations, processes, financial data and performance, forecasts, plans or intentions, know-how, market opportunities and business affairs, Personal Data and the existence and terms of these General Terms.

Data Controller

shall have the meaning given to it by the UK GDPR.

Data Processor

shall have the meaning given to it by the UK GDPR.

Data Protection Laws

means all Applicable Law and Regulatory Requirements relating to the Processing of Personal Data and/or privacy in any relevant jurisdiction, including the UK GDPR.

Environment

means hardware, software and networks integrated into a single computing system.

Force Majeure Event

means any act, event, omission or accident which is beyond either Party’s reasonable control including, without limitation, strikes, lockouts or other industrial disputes (whether involving the workforce of the Party seeking to rely on the provision or any other party) health crises, pandemics and/or the ongoing impact of Coronavirus Disease (COVID-19), including but not limited to any related governmental measures, act of God, war, riot, civil commotion, terrorist act, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

GWA Application Form

means the online form within the GWA website that has been filled in by the Authorised User to obtain the Author/Ghost Introduction Service .

Intellectual Property Rights

means all vested, contingent and future intellectual property rights including but not limited to copyright, trademarks, trade names, patents, service marks, design rights (whether registered or unregistered) know-how, trade secrets, inventions, get up, database rights, and any applications for the protection or registration of these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future.

Personal Data

means any personal data (as defined by the GDPR) transferred by Authorised User to GWA under these General Terms.

Process. Processed. Processing.

shall have the meanings given to them by the UK GDPR.

Regulatory Requirements

means all applicable statutory and other acts, regulations, rules, instruments and provisions in force from time to time and any rules, codes of conduct, codes of practice, practice requirements and accreditation terms stipulated by any regulation authority to which either the Authorised User or GWA are subject to from time to time.

Reports

means the reports specified in the GWA Application Form that (as applicable) each author and each ghost writer shall submit to GWA.

Third Party Products

means products provided by Third Party Providers, including operating system and application software with which the Introduction Author/Ghost Introduction Service  interfaces and which provides certain functionality essential to the operation of the Introduction Author/Ghost Introduction Service .  Third Party Products are licensed to GWA for use via GWA Environment as part of Author/Ghost Introduction Service . 

UK GDPR

means the UK General Data Protection Regulation (GDPR) (2016/679/EC) as implemented in UK , including all implementing laws and regulations made thereunder, and any amendment or re-enactment thereof.

Virus

means a program which can covertly transmit itself between computers via networks (especially the Internet) or removable storage such as CDs, USB drives, floppy disks, etc., often causing damage to systems and data.