Your attention is particularly drawn to the provisions of clause 9 (Limitation of liability).
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.
2.1 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].
(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.
5.1 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.
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].
7.1 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.
“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:
(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.
(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;
(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:
(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:
(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;
(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;
(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.