AGREED TERMS

Your attention is particularly drawn to the provisions of clause 9 (Limitation of liability).

1. About us

1.1 Company details. 123 Signed Ltd (company number 11342318) (we and us) is a company registered in England and Wales and our registered office is at Lower Ground Floor, 161-165 Farringdon Road, London, England, EC1R 3AL. Our main trading address is Lower Ground Floor, 161-165 Farringdon Road, London, England, EC1R 3AL. We operate the website www.123signed.com.

1.2 Contacting us. To contact us email our customer service team to [email protected]. How to give us formal notice of any matter under these Terms is set out in clause 13.2.

2. Our contract with you

2.1 These Terms. These terms and conditions (“Terms”) apply to the supply of the services set out in these Terms by us to you. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Services. The provision of the services (the “Services”) involves us collecting information from you and providing it to businesses which provide the services which you seek.

2.3 We shall collect this data from you through an application form made available on the website of a business which you wish to purchase services from (the “Original Supplier”).

2.4 If you complete the application form, thereby submitting the requested data to us, we shall collate the information contained in the application form and send it, together with information on you requested by the Original Supplier and gathered from third parties (the “Applicant Data”), to the Original Supplier. The Original Supplier can then use the Applicant Data to decide whether or not to take you on as its client.

2.5 In the event that you or the Original Supplier has informed us that you and the Original Supplier will not be entering into a contract for the services offered by the Original Supplier, we can send the Applicant Data to suppliers (the “Subsequent Suppliers”) which offer services which are similar to those which you sought from the Original Supplier (the “Similar Services”) to ascertain whether or not they would be willing to offer the Similar Services to you.

2.6 If any of the Subsequent Suppliers are willing to offer the Similar Services to you, we shall contact you and make you aware of same so that you can enter into a contract for the Similar Services with the Subsequent Supplier, if you so wish.

2.7 Entire agreement. These Terms are the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms.

2.8 Language. These Terms are made only in the English language.

2.9 Your copy. You should print a copy of these Terms or save them to your computer for future reference.

2.10 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

3. Cancelling your order and obtaining a refund

You may cancel these Terms at any time by providing us with 14 days’ notice via email to [email protected].

4. Your obligations

4.1 It is your responsibility to ensure that:

(a) your application form is complete and accurate;

(b) you co-operate with us in all matters relating to the Services; and

(c) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects.

4.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 4.1 (“Your Default”):

(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 11 (Termination); and

(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services.

5. Consideration

5.1 We do not charge you for the provision of our Services. Consideration for us providing you with the Services is the provision by you of the information set out in the application form to us so that we can pass it on to the Original Supplier and (if applicable) Subsequent Suppliers.

6. Complaints

If a problem arises or you are dissatisfied with the Services, please send us an email to [email protected].

We can provide you with a copy of our complaints policy upon request via email to [email protected].

7. Intellectual property rights

7.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.

7.2 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of these Terms for the purpose of providing the Services to you.

8. Supplying us with personal data

8.1 In this clause, the following words have the following meanings:

“Agreed Purposes” means for the purposes of us providing you with the Services

“Controller”, “processor”, “data subject”, “personal data”, “personal data breach”, “processing” and “appropriate technical and organisational measures” have the meanings set out in the UK Data Protection Legislation in force at the time.

“Data Discloser” means a party that discloses Shared Personal Data to the other party.

“Data Protection Legislation” means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

“Permitted Recipients” means the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement, the Original Suppliers and the Subsequent Suppliers.

“Shared Personal Data” means the personal data to be shared between the parties pursuant to this agreement. Shared Personal Data shall be confined to the following categories of information relevant to each parties’ ultimate beneficial owners, employees, directors, partners:

(a) name;

(b) address;

(c) date of birth

(d) place of birth;

(e) passport number;

(f) driving licence number;

(g) telephone number;

(h) email address(es);

(i) fax numbers.

“UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

8.2 Shared Personal Data. This clause sets out the framework for you (as controller) sharing personal data with us (as controller). Each party acknowledges that you (referred to in this clause as the Data Discloser) will regularly disclose to us Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

8.3 Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.

8.4 Particular obligations relating to data sharing. Each party shall:

(a) ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;

(b) give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;

(f) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

(g) not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:

(i) complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and

(ii) ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; or (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) Binding corporate rules are in place or (iv) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.

8.5 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

(b) promptly inform the other party about the receipt of any data subject access request;

(d) not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;

(e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;

(f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

(g) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 8; and

(i) provide the other party upon request with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.

8.6 Further details of how we will process personal information are set out in our privacy policy.

9. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

9.1 Nothing in these Terms limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.2 Subject to clause 9.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms for:

9.3 Subject to clause 9.1, our total liability to you arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to €500,000.

9.4 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

9.5 This clause 9 will survive termination of these Terms.

10. Confidentiality

10.1 We each undertake that we will not at any time during these Terms, and for a period of five years after termination of these Terms, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 10.2 and 10.3.

10.2 We may disclose your confidential information to the Original Supplier and Subsequent Suppliers in accordance with these Terms.

10.3 We each may disclose the other’s confidential information:

(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under these Terms. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 10; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.4 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under these Terms including, without limitation, sending confidential information to the Original Supplier and the Subsequent Supplier.

11. Termination

11.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate these Terms with immediate effect by giving written notice to you if:

(a) you commit a material breach of any term of these Terms and (if such a breach is remediable) fail to remedy that breach within 20 days of you being notified in writing to do so;

(b) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

(d) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under these Terms has been placed in jeopardy.

11.2 Termination of these Terms will not affect your or our rights and remedies that have accrued as at termination.

11.3 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

12. Events outside our control

12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).

12.2 If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

12.3 You may cancel these Terms affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us.

13. Communications between us

13.1 When we refer to “in writing” in these Terms, this includes email.

13.2 Any notice or other communication given by one of us to the other under or in connection with these Terms must be in writing and be delivered by email.

13.3 A notice or other communication is deemed to have been received if sent by email, at 9.00 am the next working day after transmission.

13.4 In proving the service of any notice, it will be sufficient to prove that such email was sent to the specified email address of the addressee.

13.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

14. General

14.1 Assignment and transfer.

(a) We may assign or transfer our rights and obligations under these Terms to another entity but will always notify you in writing if this happens.

(b) You may only assign or transfer your rights or your obligations under these Terms to another person if we agree in writing.

14.2 Variation. This contract may be amended unilaterally by us, by providing you with two weeks’ notice. These changes will be deemed to have been accepted by you where you do not, before the proposed date of the entry into force of the changes, notify us that you do not accept the changes. If you do notify us that you do not accept the changes, your notification will be deemed to be a notice that you wish to terminate these Terms. You may only amend this contract with our written consent.

14.3 Waiver. If we do not insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

14.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

14.5 Third party rights. These Terms are between you and us. No other person has any rights to enforce any of its terms.

14.6 Governing law and jurisdiction. These Terms are governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with these Terms to the exclusive jurisdiction of the English courts.