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Last Updated: September 2026
This Agreement governs all purchases of goods, software and/or services (collectively, Goods/Services) by Goodnotes Limited and its affiliates (Goodnotes) from the vendor identified on the purchase order (Supplier). The Supplier shall supply the Goods/Services as described within the PO.
Where the parties intend a shipment of Goods to be governed by Incoterms, the applicable Incoterms rule shall be identified on the PO by its three-letter code (e.g. FOB, CIF, DDP), together with the named place or port, and shall be interpreted in accordance with Incoterms 2020. Where an Incoterms rule is so incorporated, that rule shall govern delivery, transfer of risk, and allocation of carriage, insurance, customs and other costs for the relevant shipment, and shall prevail over any conflicting provision of this Agreement, including clauses 6 (Delivery), 7 (Customs and import compliance) and 8 (Title and risk), to the extent of the conflict.
A PO constitutes an offer by Goodnotes, which is accepted upon the earlier of Supplier's written acceptance, shipment of the Goods, or commencement of the Services.
Supplier shall deliver in accordance to the PO schedule/carrier/destination; identify country of origin; package Goods suitably; label contents; and mark the PO number on all shipping documents. Where delivery dates are listed on the PO that will mean time is of the essence and if the delivery is late by more than 10 days Goodnotes may cancel the affected PO without charge and Supplier shall promptly refund any amounts prepaid.
Supplier is responsible for compliance with destination‑country customs laws and import requirements. If clearance fails for reasons attributable to Supplier, Supplier shall indemnify Goodnotes for related costs, penalties, fines or losses, and at Goodnotes' option Supplier shall secure the release of Goods at its cost or refund all amounts paid by Goodnotes within 30 days.
Risk in the Goods shall remain with the Supplier and shall not pass to Goodnotes until acceptance following inspection in accordance with clause 12. Title to the Goods shall pass to Goodnotes on delivery to and receipt at the Delivery Location (or, if earlier, on payment in full), unless otherwise agreed in writing. The parties agree that risk and title may pass at different times. If the Goods are lost, destroyed or damaged before risk passes to Goodnotes, Goodnotes may (at its option) cancel the affected order without liability and/or require the Supplier to repair or replace the affected Goods at the Supplier’s cost and as soon as reasonably practicable.
The price is the price stated on the PO (or, if none, Supplier's quotation accepted by Goodnotes), which is fixed and inclusive of packaging and delivery unless the PO states otherwise. Taxes and other charges must be stated separately with duties/taxes assessable before receipt of conforming Goods are borne by Supplier.
Invoices must be issued to finance@goodnotes.com by the Supplier within 30 days of completion/delivery and reference the PO number. Unless otherwise stated on the PO, payment is due from Goodnotes 30 days after receipt of a correct and undisputed invoice. Billing disputes must be notified within 10 business days of receiving the invoice and the disputed portion may be withheld while the parties resolve the disputed invoice and if unresolved within 30 days will be resolved per the dispute process at clause 24.
If Goodnotes fails to pay any undisputed amount properly due under this Agreement by the due date, the Supplier may charge interest on the overdue amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily from the due date until the date of actual payment. Interest under this clause is the Supplier's sole remedy for late payment, and no interest shall accrue on any amount that is the subject of a good-faith dispute notified in accordance with this clause 9 until that dispute is resolved.
Supplier shall retain billing records for five years after final payment and permit inspection/audit on ten business days’ notice during business hours. Overcharges shall be repaid with interest at 8% per annum or the legal maximum, whichever is less calculated from the date of overcharge, and Supplier shall reimburse Goodnotes' audit costs if overcharges are found.
The Supplier warrants (A) Services will be performed professionally by qualified individuals, in accordance with specifications/SOWs, and without conflicting obligations; (B) Goods are new, free from defects and conform to specifications/SOWs for the longer of 12 months from delivery or Supplier's standard warranty period. For claims notified within the warranty period, Supplier shall repair or replace within a reasonable period or credit Goodnotes; repaired or replaced Goods carry a new warranty period; (C) Software will materially conform to its documentation for twelve months from delivery. Where Software does not conform, Supplier shall, at its cost and within a reasonable period, correct the non-conformity, provide equivalent functionality, or refund the fees paid for the non-conforming Software; and Software will be free of malicious code, backdoors and data-exfiltration functionality.
Goodnotes may inspect the Goods within five (5) business days following the delivery of the Goods to the Delivery Location or the completion for Services (the Inspection Period). Payment, inspection, testing, installation, or use of the Goods/Services/Work Product for evaluation purposes does not constitute acceptance. Goodnotes may reject any Goods, Services, or Work Product that do not conform to this Agreement by giving the Supplier written notice describing the non-conformity within the applicable Inspection Period. Upon rejection of Goods, Goodnotes may return the rejected Goods to the Supplier using the Supplier’s reasonable return instructions. Risk of loss and responsibility for the rejected Goods shall remain with the Supplier upon Goodnotes’ rejection notice, and in any event no later than delivery of the rejected Goods to the carrier arranged by the Supplier (or, if Goodnotes arranges shipment at the Supplier’s request, upon delivery to that carrier). Within a reasonable time after receipt of a rejection notice (and, for Goods, receipt of the rejected Goods if return is required), the Supplier shall, at Goodnotes’ option, (a) repair or replace the rejected Goods, (b) re-perform the non-conforming Services or correct and re-deliver the non-conforming Work Product, or (c) refund any fees paid for the rejected/non-conforming items. The Supplier shall bear reasonable costs of return shipment for rejected Goods and any re-delivery of replacements.
Supplier acts as an independent contractor, not an agent/employee; Supplier bears all costs and maintains supplies/equipment. Goodnotes may require background checks for on‑premises work conducted by the Supplier’s personnel; and Goodnotes may exclude individuals from its premises.
Supplier shall, at its own cost, comply with all applicable tax, social security, payroll, employment-related withholding and reporting obligations in each jurisdiction in which it operates or performs the Goods and/or Services (including any obligations relating to worker classification and the engagement of individuals through intermediaries). Supplier shall be solely responsible for, and shall timely pay, all such taxes, contributions, levies, duties and similar charges (together, Taxes) arising out of or in connection with the Goods and/or Services and any amounts paid or payable under this Agreement.
Supplier shall indemnify and hold harmless Goodnotes from and against any and all liabilities, assessments, penalties, interest, costs and expenses (including reasonable legal fees) and any claims or demands by any governmental authority or other third party, to the extent arising from Supplier’s (or its personnel’s) failure to comply with its obligations under this clause, including any reclassification of Supplier’s personnel as employees, workers or similar status for tax, social security or employment purposes.
The Supplier shall maintain insurance appropriate to the Goods/Services supplied with reputable insurers and shall provide evidence of cover on request.
Supplier shall indemnify, hold harmless and, at Goodnotes' request, defend Goodnotes from claims, liabilities, damages, losses and expenses (including attorneys’ fees, interest and costs) arising out of or connected with the Goods/Services, including (a) infringement of third-party IP by the Goods/Services/Work Product; (b) death, personal injury or property damage caused by Supplier's negligence or wilful misconduct; (c) Supplier's breach of confidentiality or applicable law, including misclassification of employment status; (d) breach of any data processing agreement entered between the parties. Supplier shall not settle any claim without Goodnotes' written approval. If use of Goods/Services is enjoined, Supplier shall at its cost procure the right to continued use, modify or replace with a non-infringing equivalent, or refund all amounts paid.
Each party shall keep the other party's Confidential Information confidential during the term of this Agreement and for 2 years after its expiry or termination, and shall limit disclosure of Confidential Information to those of its personnel who need to know it for the purposes of this Agreement and who are bound by obligations of confidentiality no less protective than those in this clause 17.
The receiving party shall: (a) protect the disclosing party's Confidential Information using no less than reasonable care; (b) not use the Confidential Information except to the extent necessary to supply or receive the Goods/Services under this Agreement; (c) return, destroy or assign the disclosing party's Confidential Information promptly on the disclosing party's written request or on expiry or termination of this Agreement (and, on request, certify in writing that it has done so); and (d) unless prohibited by law, promptly notify the disclosing party of any legally compelled or government-required disclosure of Confidential Information and reasonably cooperate with any effort by the disclosing party to limit or protect against that disclosure.
The receiving party shall, at its own cost, implement and maintain appropriate organisational and technical measures to protect the disclosing party's Confidential Information against unauthorised or unlawful access, use, disclosure, loss or alteration, including appropriate access controls (such as multi-factor authentication, strong password requirements and session time-outs). The receiving party shall promptly notify the disclosing party on becoming aware of any actual or suspected unauthorised access to or disclosure of the disclosing party's Confidential Information and shall investigate, remediate and mitigate its effects and provide the disclosing party with reasonable information and assistance in connection with it.
Where the Supplier processes any Personal Data in connection with this Agreement, the parties shall, before any such processing begins, enter into a separate data processing agreement that complies with applicable data protection laws (including Article 28 of the UK GDPR), and the Supplier shall not process any Personal Data on Goodnotes' behalf until that agreement is in place. In the event of any conflict between that data processing agreement and this Agreement in relation to the processing of Personal Data, the data processing agreement prevails.
The Supplier hereby assigns (by way of present assignment of future rights) to Goodnotes, with full title guarantee, all right, title and interest in and to the Work Product and all Intellectual Property Rights in the Work Product, in each case on creation. To the extent permitted by law, the Supplier shall procure that all individuals involved in creating the Work Product irrevocably waive (and agree not to assert) any moral rights or similar rights in the Work Product. The Supplier shall promptly disclose all Work Product to Goodnotes and shall (and shall procure that its personnel shall) execute all documents and do all acts reasonably requested by Goodnotes to vest, register, maintain, enforce or defend Goodnotes’ rights in the Work Product. Unless otherwise agreed, the Supplier shall bear its own costs of providing such assistance; Goodnotes shall pay any official filing fees and third‑party registration costs it elects to incur.
Each party retains all Intellectual Property Rights in any materials, software, tools, methodologies and know-how that (a) existed before the date of execution of the PO or (b) are developed independently of this Agreement without use of the other party’s Confidential Information (each party’s Background IP). To the extent Supplier’s Background IP is incorporated in, necessary to use, or otherwise used in connection with the Work Product, Supplier grants to Goodnotes a perpetual, irrevocable, worldwide, royalty-free, transferable licence (with the right to sublicense) to use, reproduce, modify, maintain, support, distribute and otherwise exploit that Background IP solely as part of, or in connection with, the Work Product.
Supplier shall comply with anti‑bribery/corruption laws and shall not offer anything of value to obtain improper benefits or influence decisions, any payments made under the Agreement are only for actual services/products. Supplier shall disclose if any Supplier Authorised Party is/was/will be a government related party and notify Goodnotes if that changes, to the extent permitted by law. Outside of reasonable discounts obtained through negotiation, Supplier shall not offer or give gifts/gratuities/inducements to secure Goodnotes business or influence this Agreement/POs.
Goodnotes may terminate for cause in the event of a material breach not remedied within 30 days of written notice (or any breach incapable of remedy), or bankruptcy, insolvency, dissolution of the Supplier on notice, paying only for Services satisfactorily performed and conforming Goods delivered up to the effective date of termination, less any amounts that Goodnotes is entitled to set off under this clause. Goodnotes may set off against amounts payable to the Supplier any sum that the Supplier owes to Goodnotes under this Agreement, provided that the sum is asserted in good faith and Goodnotes has given the Supplier written notice of the amount and the basis of the set-off before or at the time of exercising it. Supplier may terminate if Goodnotes fails to pay within 60 days after written notice of past due payment. On expiration/termination, post‑termination obligations survive per their terms and Supplier shall promptly deliver all Goodnotes Confidential Information and Work Product per Goodnotes' instructions at Supplier’s expense.
Subject to clause 21.4. below, to the fullest extent permitted by law, neither Goodnotes nor the other party to this Agreement (together, the Parties and each a Party) shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for any incidental, indirect, special or consequential loss or damage, in each case howsoever arising and whether or not such loss or damage was foreseeable or the Party was advised of the possibility of the same.
Without prejudice to clause 21.1, to the fullest extent permitted by law each Party’s total aggregate liability to the other, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, arising out of or in connection with this Agreement shall not exceed an amount equal to the fees paid (excluding any taxes) by the other Party under this Agreement in the twelve (12) month period immediately preceding the event giving rise to the claim.
The Parties acknowledge that certain obligations under this Agreement are unique and/or relate to intellectual property and that a breach of such obligations by a Party may cause irreparable harm to the other Party for which damages would be an inadequate remedy. Accordingly, without limiting any other rights or remedies, Goodnotes shall be entitled to seek injunctive relief and/or specific performance for any such breach, in addition to any other relief to which it may be entitled at law or in equity.
Nothing in this clause limits or excludes either Party’s liability under clause 16 of this Agreement.
Supplier and its personnel/sub‑contractors shall comply with applicable laws/regulations/codes in the UK and in which the Supplier operates, including health and safety, employment and environmental laws; ensure qualified, competent staff; comply with the Health and Safety at Work Act 1974 and other acts where applicable; comply with mandatory labour standards (no child/forced labour; no modern slavery); ensure safe/clean workplaces per HSE guidelines; and maintain all necessary licences, permissions and consents.
Supplier shall not use Goodnotes' marks/names or make public statements about the relationship without Goodnotes’ written consent.
This Agreement is governed by the laws of England and Wales. Any dispute, controversy or claim arising out of or in connection with this Agreement (including any question regarding its existence, validity or termination) (a Dispute) shall first be escalated to the parties’ contract managers, who shall meet (in person or remotely) within seven days of written notice of the Dispute. If the Dispute is not resolved within seven days of that meeting, it shall be escalated to the parties’ contract managers (or equivalents), who shall meet (in person or remotely) within seven days.
If the Dispute remains unresolved following the escalation process above, the parties shall attempt in good faith to resolve it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure (in force at the date of the mediation), unless the parties agree otherwise. Unless agreed otherwise, the mediation shall take place in London and the mediation shall be conducted in English.
Subject to the mediation provision above, the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute and the parties irrevocably submit to the exclusive jurisdiction of those courts. Nothing in this clause prevents either party from seeking interim, injunctive or other equitable relief from the courts of England and Wales at any time. Equitable relief is available without proof of actual damage.
This Agreement is the complete and exclusive agreement between Goodnotes and the Supplier, prevailing over any conflicting Supplier terms. Conflicting terms in Supplier documents, including shrink-wrap, click-wrap or online terms, are rejected and not incorporated into this Agreement. Any amendments to the Agreement must be signed by authorised representatives of both parties; it does not supersede a separate signed agreement on the same subject matter. Supplier may not assign without Goodnotes' written consent; waivers are not continuing. The Agreement is non‑exclusive. Notices must be in writing and are effective per stated delivery methods; copies to legal@goodnotesapp.com. No liability for failures caused by force majeure with prompt notice and reasonable efforts to cure. Invalid terms are severable.
