Clientwharf

Legal

Terms of Service

Last updated

These Terms govern your use of Clientwharf, operated by Goohoost Ltd. Please read them carefully.

1. Who you contract with

These Terms of Service (the “Terms”) are a contract between you and Goohoost Ltd, trading as Clientwharf, a private limited company registered in England and Wales under company number 17040971, with its registered office at First Floor Office, 3 Hornton Place, London, W8 4LZ, United Kingdom (“we”, “us”, “our”). Clientwharf is our trading name and the name of the service; it is not a separate legal entity. When you use Clientwharf, you contract with Goohoost Ltd.

“Service” means the Clientwharf web application, client portals, related emails and the website at clientwharf.com. “Customer” or “you” means the person or organization that creates a Clientwharf workspace. If you accept these Terms on behalf of an organization, you confirm that you are authorized to bind it, and “you” means that organization.

Payments for Clientwharf subscriptions are handled by Paddle, our reseller and Merchant of Record (see Merchant of Record). Your purchase contract is with Paddle; your contract for use of the Service is with us under these Terms.

2. Accepting these Terms

By creating an account, starting a free trial, buying a subscription or otherwise using the Service, you agree to these Terms and to the policies they refer to: the Acceptable Use Policy, the Refund Policy, the Copyright and Takedown Policy and the Data Processing Addendum. Our Privacy Policy explains how we handle personal data.

If we update these Terms, your continued use of the Service after the changes take effect means you accept the updated Terms (see Changes to these Terms). If you do not agree, do not use the Service.

Clientwharf is built for businesses and professionals, such as freelancers, studios and agencies. You must be at least 18 years old and able to form a binding contract. You may not use the Service if you are barred from doing so under applicable law, including sanctions laws.

3. What Clientwharf is (and is not)

Clientwharf gives you private, branded client portals where you share files, updates, approvals, requests and documents with the clients you already work with. Features available to you depend on your plan, as described on our pricing page.

  • Not a payment service. Clientwharf doesn’t process payments. We never collect, hold or move money between you and your clients. Quotes and invoices you create are documents only; their status is set by you.
  • Not a marketplace. There is no public directory, and clients do not find, hire or pay freelancers or agencies through Clientwharf. Your relationship with your clients, including any contract and payment between you, is entirely your own.

We may improve, change or remove features over time. If we remove a feature that is material to your paid plan, we will tell you in advance where reasonably possible. Features we plan but have not built appear on our roadmap and are not part of your subscription until released.

4. Accounts and security

  • Give accurate information when you sign up and keep your email address current, because we send important notices there.
  • Keep your password and sign-in links confidential. We strongly recommend enabling two-factor authentication. You are responsible for activity under your account and your workspace.
  • The person who creates a workspace is its owner. Owners and admins control who joins the workspace and what roles they have.
  • Tell us promptly at security@clientwharf.com if you suspect unauthorized access to your account or workspace.

5. Your clients and the people you invite

You decide which people (“client contacts”) to invite to your portals and what they can see. You are responsible for:

  • having a lawful basis and any notices or consents needed to share information with, and invite, your client contacts;
  • the actions of your team members and client contacts in your workspace, as if they were your own;
  • removing access for people who should no longer have it; and
  • making sure your team members and client contacts follow these Terms and the Acceptable Use Policy.

For personal data in your workspace, you are the controller and we act as your processor under the Data Processing Addendum.

6. Acceptable use

You must use the Service lawfully and in line with our Acceptable Use Policy, which forms part of these Terms. In particular, you must not, and must not allow anyone else to:

  • use the Service for anything unlawful, fraudulent or deceptive, including phishing, scams or spam;
  • upload, share or distribute content that infringes anyone’s copyright, trademark, trade secret or other rights, including pirated software or media;
  • upload malware, viruses or any code designed to harm, disrupt or gain unauthorized access to systems or data;
  • interfere with the security or integrity of the Service, including probing, scanning or testing for vulnerabilities without written permission, bypassing access controls, or accessing another workspace’s data;
  • scrape, crawl or harvest data from the Service by automated means, other than through features we provide for that purpose;
  • overload the Service, or circumvent plan limits, rate limits or file-type restrictions;
  • use Clientwharf as a public file-hosting service or content delivery network; or
  • resell, sublicense or provide the Service to third parties as a standalone service, except to your own clients as intended.

Responsible disclosure of security issues is welcome at security@clientwharf.com.

7. Our intellectual property

We and our licensors own the Service, including its software, design, text, graphics, the Clientwharf name and logo, and all related intellectual property rights. Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Service for your business during your subscription or trial. We reserve all rights not expressly granted.

You must not copy, modify, reverse engineer or create derivative works of the Service, except where the law expressly allows this. If you send us feedback or suggestions, we may use them without obligation to you.

8. Your content

You (or your clients or licensors) own everything you and your client contacts upload or create in the Service, such as files, comments, updates, approvals, requests and documents (“Customer Content”). We claim no ownership of it.

You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process and display Customer Content only as needed to provide, secure and support the Service for you, and to comply with law. This license ends when the Customer Content is deleted from our systems as described in Your data when a trial or subscription ends.

You confirm that you have the rights needed to upload Customer Content and to let us process it as described. We do not review Customer Content routinely, but we may access it where needed to provide support you ask for, investigate a report of abuse or a security incident, or comply with law.

You are responsible for keeping your own copies of important files. The Service includes a data export so you can do this at any time.

9. Merchant of Record

Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle handles payment, billing and refund processing, and we provide support for the Clientwharf product.

Paddle sells Clientwharf subscriptions to you as a reseller. Your purchase is governed by Paddle’s Checkout Buyer Terms (opens in a new tab). Paddle issues your receipts and invoices, collects payment and handles sales tax, refunds and chargebacks. We provide support for the Clientwharf product itself at support@clientwharf.com. For questions about a charge, you can contact Paddle through paddle.net (opens in a new tab) or email us at billing@clientwharf.com and we will help.

10. Payments and subscriptions

  • Plans and fees. Fees for each plan are shown on our pricing page in US dollars (USD), with the billing period. The price that applies is the one shown at checkout.
  • Term. Subscriptions are billed in advance for a monthly or a yearly term, as you choose at checkout.
  • Automatic renewal. Your subscription renews automatically at the end of each term for the same period (monthly or yearly), and Paddle charges your payment method at the then-current price, until you cancel.
  • Cancellation. You can cancel at any time from the billing page in the app (“Manage subscription”) or through paddle.net (opens in a new tab). Cancellation takes effect at the end of the current billing period. Your plan stays active until then; afterwards your workspace becomes read-only (see Your data when a trial or subscription ends).
  • Taxes. Applicable taxes, such as sales tax or VAT, are calculated by Paddle at checkout based on your location and added to the price.
  • Plan changes. You can upgrade, downgrade or switch between monthly and yearly billing. Paddle applies proration and calculates any amount due or credit owed. If a downgrade would put your workspace over the new plan’s limits, you may need to reduce usage first.
  • Price changes. If we change the price of your plan, we will email you at least 30 days before the new price applies to your next renewal. You can cancel before then.
  • Failed payments. If a renewal payment fails, Paddle may retry it. If payment is not completed, we may make your workspace read-only until it is. Nothing is deleted because of a failed payment alone.

All payments go through Paddle’s checkout. We never ask you to pay by bank transfer or any other method, and we never ask for your card details by email.

11. Free trial

  • New workspaces get a 14-day free trial inside the app. No payment method is required to start it.
  • The trial ends automatically. We will never charge you unless you choose to subscribe through Paddle’s checkout.
  • When the trial ends, your workspace becomes read-only: you and your clients can still sign in and view and download files, but you cannot add or change content. Nothing is deleted. We keep your data for at least 30 days, and you can subscribe at any time to unlock the workspace.
  • Trial workspaces have usage limits, shown in the app.

12. Refunds

New subscriptions come with a 30-day money-back guarantee: if you ask within 30 days of your first payment on any plan, you get a full refund, no questions asked. A renewal charge can be refunded if you ask within 14 days of the renewal and haven't used the service since it renewed. Request a refund at paddle.net using the email on your order, or email support@clientwharf.com and we will process it through Paddle. Your statutory rights are not affected.

Refund requests can be made at paddle.net (opens in a new tab) or by emailing support@clientwharf.com. Refunds are paid by Paddle to your original payment method. Full details are in our Refund Policy, which forms part of these Terms.

13. Availability and support

We work hard to keep Clientwharf available and reliable, but we do not promise that the Service will be uninterrupted, timely, secure or error-free, or that it will meet every requirement you have. The Service may be unavailable during maintenance, because of problems with the providers we rely on, or for reasons beyond our control. Current service status is shown on our status page.

Support is provided by email at support@clientwharf.com. We aim to reply within 1–2 business days.

14. Suspension and termination

By you. You can cancel your subscription at any time (see Payments and subscriptions) and delete your workspace or account from the app.

By us. We may suspend or restrict access to the Service, remove specific content, or terminate your account, if:

  • you materially breach these Terms or the Acceptable Use Policy and, where the breach can be fixed, do not fix it promptly after notice;
  • fees are not paid;
  • your use creates a security risk, a risk of fraud, or a risk of harm to us, other customers or third parties;
  • you repeatedly or seriously violate our policies;
  • you are a repeat infringer under our Copyright and Takedown Policy; or
  • we are required to do so by law or by a competent authority.

Where reasonable, we will give you notice and a chance to respond before acting. We may act immediately where there is an urgent risk, such as malware, phishing, illegal content or an active security threat. If we terminate your account for convenience and not because of your breach, we will ask Paddle to refund any prepaid fees for the unused part of your billing period.

15. Privacy and data protection

Our Privacy Policy explains how we handle personal data as a controller (for example, your account and billing details). When we process personal data in Customer Content on your behalf, our Data Processing Addendum applies. It is incorporated into these Terms, so no separate signature is needed. Our current subprocessors are listed publicly.

16. Your data when a trial or subscription ends

  • Read-only period. When a trial ends, or a subscription ends after cancellation or a refund, your workspace becomes read-only. We keep your data for at least 30 days. You can export it or resubscribe during that time.
  • Export. Workspace owners and admins can export all files plus a machine-readable copy (JSON/CSV) of projects, approvals, comments and related records at any time, including while the workspace is read-only.
  • Deletion after the read-only period. We do not delete a workspace silently. Before deleting a read-only workspace, we email its owner at least 14 days in advance.
  • Deletion on request. If you delete your workspace or account, we delete its data from our live systems within 30 days. Copies in our providers’ rolling backups expire within a further 30 days.
  • Exceptions. We may keep limited records where the law requires it, to resolve disputes, or to enforce these Terms, as described in our Privacy Policy.

17. Warranty disclaimer

Except as expressly stated in these Terms, and to the fullest extent permitted by law, the Service is provided “as is” and “as available”. We disclaim all other warranties and conditions, whether express, implied or statutory, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. Nothing in these Terms excludes a warranty or right that cannot be excluded under applicable law.

18. Limitation of liability

To the fullest extent permitted by law:

  • neither party is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, business, goodwill or anticipated savings, however caused; and
  • our total liability arising out of or relating to these Terms or the Service, in any 12-month period, is limited to the fees you paid for the Service in the 12 months before the event giving rise to the claim. If you have only used a free trial, our total liability is limited to USD 100.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law. If you use the Service as a consumer, mandatory consumer protection laws that apply to you are not affected.

19. Indemnity

You will defend and indemnify us, and our officers, employees and contractors, against any third-party claim, and resulting losses, damages, fines and reasonable legal costs, arising from Customer Content, from your or your team members’ or client contacts’ use of the Service in breach of these Terms or the Acceptable Use Policy, or from your dealings with your clients. We will tell you promptly about any such claim and let you control its defense, and you will not settle it in a way that imposes obligations on us without our consent.

20. Changes to these Terms

We may update these Terms from time to time, for example to reflect changes in the Service or the law. The “Last updated” date at the top shows when they last changed. For material changes, we will email workspace owners at least 30 days before they take effect, unless a change is required sooner by law or to address a security risk. Changes do not apply retroactively. Continued use of the Service after a change takes effect means you accept it; if you do not agree, you can cancel before then.

21. Governing law and disputes

These Terms and any dispute arising from them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that either party may seek urgent injunctive relief in any competent court.

If you are a consumer, you also keep the protection of the mandatory laws of your country of residence and may bring proceedings in the courts there. Before starting proceedings, please contact us at legal@clientwharf.com so we can try to resolve the issue informally.

22. General

  • Entire agreement. These Terms, together with the policies they refer to, are the whole agreement between you and us about the Service.
  • Assignment. You may not transfer your rights under these Terms without our written consent. We may transfer ours to an affiliate or to a successor in a merger, acquisition or sale of assets, with notice to you.
  • Events beyond our control. We are not liable for delays or failures caused by events beyond our reasonable control.
  • Severability and waiver. If any part of these Terms is found unenforceable, the rest stays in effect. A delay in enforcing a right is not a waiver of it.
  • Notices. We send notices to the email address on your account. You can send notices to us at legal@clientwharf.com or by post to First Floor Office, 3 Hornton Place, London, W8 4LZ, United Kingdom.
  • Language. These Terms are written in English. If we provide a translation, the English version prevails.

23. Contact