Signatrol Ltd is a company registered in England and Wales with company number 04973283 whose registered office is at Unit E2 Green Lane Business Park, Tewkesbury, Gloucestershire, GL20 8SJ (Signatrol). You are the person, firm or company referred to in the Order and any employees, sub-contractors or agents of you or your firm or company (the Customer).
In this Contract: A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company will include any company, corporation or other body corporate, wherever and however incorporated or established. A reference to a statute or statutory provision is a reference to it as extended, amended or re-enacted from time to time and will include all subordinate legislation made as at the date of this Contract under that statute or statutory provision. A reference to writing or written includes faxes and email.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Subscription Services.
Customer Data: the data inputted by the Customer, Authorised Users, or Signatrol on behalf of the Customer for the purpose of using the Subscription Services or facilitating the use by the Customer of the Subscription Services.
Contract: these Terms and any signed Order.
Initial Subscription Term: the initial term of this Contract as set out on the Order, or where no initial term is specified, a period of 12 months.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect confidential information (including know-how and trade secrets), and all other intellectual property rights whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
Order: an order by the Customer for the provision of Services from Signatrol.
Professional Services: the implementation consultancy services to be performed by Signatrol to configure the Software and/or Subscription Services to the Customer’s requirements as set out in this Contract, or any other professional services agreed between the parties from time to time.
Renewal Period: a period of 12 months, unless otherwise agreed between the parties.
Services: the Subscription Services, Professional Services and/or Support Services.
Software: the online software applications and databases provided by Signatrol as part of the Subscription Services.
Subscription Fees: the subscription fees payable by the Customer to Signatrol for the Subscription Services, as set out in this Contract or amended by Signatrol under the terms of this Contract.
Support Services: the support and maintenance services provided by Signatrol to the Customer as set out in this Contract or agreed between the parties from time to time.
Subscription Services: the subscription data logging and hosting services provided by Signatrol to the Customer via the website notified to the Customer by Signatrol from time to time.
Subscription Term: as defined at clause 7.1.
Unauthorised Use: storing, distributing or transmitting any virus, malware or any other similar thing or device, or any material that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities.
Signatrol will provide the Subscription Services to the Customer from the date the service is first used under the terms of this Contract. The Customer’s access to the Subscription Services will be limited to the number of Authorised Users agreed between the parties from time to time.
Under the terms of this Contract, Signatrol grants the Customer a non-exclusive, non-transferable right to allow the Authorised Users to access the Software through the Subscription Services and to use the Software during the Subscription Term for the internal business operations of the Customer.
Signatrol may also provide defined Professional Services and Support Services to the Customer from time to time during the Subscription Term under the terms of this Contract.
Signatrol will perform any Professional Services according to the plan and timetable that the parties have agreed in writing. Signatrol will use reasonable endeavours to meet any performance dates set out in such plan and timetable but time will not be of the essence in this Contract.
It is the Customer’s responsibility to review any Professional Services to confirm that they materially conform to the agreed requirements. Signatrol will use reasonable endeavours to correct any errors in the Professional Services notified to it by the Customer within five days of delivery.
Signatrol will also provide, as agreed between the parties, certain Support Services to assist the Customer in its day-to-day use and development of the Subscription Services. Such Support Services will be provided to the Customer during normal business hours as defined by Signatrol from time to time.
Signatrol undertakes that the Professional Services and Support Services will be performed with reasonable skill and care and the Subscription Services will operate materially in accordance with any description of the Subscription Services given to the Customer by Signatrol.
Clause 4.1 will not apply to the extent of any non-conformance which is caused by any use of the Services contrary to Signatrol instructions or modification of the Software or Services by any party other than Signatrol.
If Signatrol is in breach of its undertaking at clause 4.1, Signatrol will use reasonable endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution will be the sole and exclusive remedy of the Customer for any breach of the undertaking set out in clause 4.1.
Signatrol warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Contract.
Signatrol does not warrant that the Software or Services will meet the requirements of the Customer, or that the use of the Subscription Services by the Customer will be uninterrupted or error-free.
Signatrol is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.
The Customer will not allow the maximum number of Authorised Users to exceed the number it has agreed with Signatrol or allow any Unauthorised Use of the Subscription Services. If such Unauthorised Use occurs Signatrol reserves the right to disable the Customer or Authorised User's access to the Subscription Services.
The Customer will comply with all applicable laws and regulations with respect to its activities under this Contract and provide Signatrol with all necessary information that may be required by Signatrol to provide the Services.
The Customer will cooperate with Signatrol to provide Signatrol with all reasonable information that it requires in order to provide the Services.
The Customer will carry out all responsibilities of the Customer set out in this Contract in a timely and efficient manner and in the event of any delays in provision by the Customer of such assistance Signatrol may adjust any agreed timetable or delivery schedule as reasonably necessary.
The Customer will ensure that the Authorised Users use the Subscription Services in accordance with the terms and conditions of this Contract and will be responsible for any Authorised User’s breach of this Contract.
The Customer will ensure that its network and systems comply with the relevant specifications provided by Signatrol from time to time and be solely responsible for its network connections and telecommunications links.
The Customer will permit Signatrol or its auditors on reasonable notice and no more than once a quarter to audit for compliance with this Contract and will correct any underpayment or Unauthorised Use of the Subscription Services within 10 days of a relevant audit.
The Customer will pay the Subscription Fees and any fees in respect of Professional Services and Support Services to Signatrol in accordance with this clause 6 and any specific payment terms set out in the Order.
In respect of the Subscription Services and Professional Services and Support Services.
We have effectively three ways to subscribe, the first is managed by the software and requires a valid credit card, the second 2 are implemented by raising a manual order on the company.
Option 1: To purchase the required number of tokens. The tokens are purchased from the web site and the customer requires 1 token per device per month. The price of tokens may vary from time to time and the customer gets a discount for buying larger quantities.
Option 2: The place a purchase order for a defined number of tokens in advance.
Option 3: To place a standing order with the company for a fixed monthly ongoing subscription.
If Signatrol has not received full payment for the Services within 30 days after the due date and without prejudice to its other rights and remedies Signatrol may without liability to the Customer suspend the Customer’s access to all or part of the Subscription Services until the invoice is paid.
Interest on all overdue amounts will accrue on a daily basis at an annual rate equal to 4% over the then current base lending rate of Barclays Bank plc from time to time commencing on the due date and continuing until fully paid whether before or after judgment.
If at any time during the Subscription Term the Customer exceeds the amount of disk storage space notified to it by Signatrol, Signatrol will charge the Customer and the Customer will pay Signatrol the then prevailing excess data storage fees.
Signatrol will be entitled to increase the Subscription Fees, the fees for the Professional Services and Support Services and the excess storage fees payable pursuant to clause 6.6 at the start of each Renewal Period having given 90 days’ prior notice to the Customer.
All fees are exclusive of VAT (value added tax).
This Contract and the Subscription Services will commence on the date the Order is signed by the Customer and will continue for the Initial Subscription Term and then will be automatically renewed for any successive Renewal Period unless terminated in accordance with the provisions of this Contract (together, the
Either party may terminate this Contract by providing notice in writing to the other party at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Contract and any relevant Services will terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period.
Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:
in the case of Signatrol only, the Customer fails to make a payment within 30 days of receiving notice in writing from Signatrol that such payment is overdue;
the other party commits a material breach of any other term of this Contract which breach is irremediable or if such breach is remediable fails to remedy that breach within a period of 30 days after being notified in writing to do so;
the other party repeatedly breaches any of the terms of this Contract;
the other party goes into liquidation or administration, whether voluntary or compulsory except a voluntary liquidation or administration for the purposes of reconstruction or amalgamation upon terms previously approved in writing by the other party, a meeting of creditors is convened or anything analogous to any of these events under the law of any jurisdiction occurs;
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
in the case of Signatrol only, there is a change of Control of the Customer within the meaning of section 1124 of the Corporation Tax Act 2010.
On termination of this Contract for any reason all licences granted under this Contract will immediately terminate and the Customer will immediately cease all use of the Subscription Services. If requested in writing by the Customer no later than 30 days after the termination date Signatrol will use reasonable endeavours to deliver to the Customer the then most recent back-up of the Customer Data otherwise Signatrol may destroy or otherwise dispose of any of the Customer Data in its possession.
Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination will not be affected or prejudiced.
In this clause 8, Data Protection Legislation means the Data Protection Act 2018 (DPA) and the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and then any successor legislation to the DPA or the GDPR. The Customer will own all rights in and to all of the Customer Data that is not personal data and will have sole responsibility for such Customer Data. (Not quite sure what this means? Is it compatible with “Signatrol may destroy or otherwise dispose of any of the Customer Data in its possession” if the data does not belong to us?”)
In the event of any loss or damage to Customer Data, the sole and exclusive remedy of the Customer will be for Signatrol to use reasonable commercial endeavours to restore, or assist in the restoration of, the lost or damaged Customer Data. Signatrol will not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party or by the Customer itself.
Signatrol will, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at https://www.signatrol.com/cookies or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Signatrol in its sole discretion.
Both parties will comply with all applicable requirements of the Data Protection Legislation. clause 8 of this Contract is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
The parties acknowledge that personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to host the Subscription Services and carry out the Professional Services and Support Services, and Signatrol other obligations under this Contract.
Signatrol processing of personal data (as defined in the Data Protection Legislation, Personal Data) will consist of:
| Types of Personal Data | Email addresses and login ID’s |
| Categories of Data Subject | Authorised Users of the Customer |
| Purpose of processing | To provide effective Services to the Customer. |
| Duration of the processing | For the duration of the Subscription Term and up to 10 days after termination or expiry of this Contract. |
Without prejudice to the generality of clause 8.5, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Signatrol for the duration and purposes of this Contract so that Signatrol may lawfully use, process and transfer the Personal Data in accordance with this Contract on behalf of the Customer.
Without prejudice to the generality of clause 8.5, Signatrol will, in relation to any Personal Data processed in connection with the performance by Signatrol of its obligations under this Contract:
process that Personal Data only on the written instructions of the Customer unless Signatrol is required by the laws of any member of the European Union or by the laws of the European Union applicable to Signatrol to process Personal Data (Applicable Laws). Where Signatrol is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Signatrol will promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Signatrol from so notifying the Customer;
not transfer any Personal Data outside of the European Economic Area and the United Kingdom unless the Customer or Signatrol has provided appropriate safeguards in relation to the transfer; the data subject has enforceable rights and effective legal remedies; Signatrol complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and Signatrol complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
assist he Client, at the cost of the Customer, 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, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
notify he Client without undue delay on becoming aware of a Personal Data breach;
at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of this Contract unless required by Applicable Law to store the Personal Data; and
maintain complete and accurate records and information to demonstrate its compliance with this clause 8.
Each party will ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.
Signatrol will not engage any sub-processor for carrying out any processing of Personal Data without the authorisation of the Customer and will appoint authorised sub-processors only under a written contract containing materially the same obligations as in clause 8.
Either party may, at any time on not less than 30 days' notice, revise clause 8 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which will apply when replaced by attachment to this Contract).
the Customer acknowledges and agrees that Signatrol and its licensors own all Intellectual Property Rights in the Software and Services.
Signatrol will defend the Customer, its officers, directors and employees against any claim in the event that the Software infringes any third-party Intellectual Property Rights, and will indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that Signatrol is given prompt notice of any such claim, the Customer provides reasonable co-operation to Signatrol in the defence and settlement of such claim at Signatrol's expense, and Signatrol is given sole authority to defend or settle the claim.
In defending or settling a claim, Signatrol may procure the right for the Customer to continue using the Software so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Contract on 2 business days' notice to the Customer without any additional liability.
In no event will Signatrol, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on a modification of the Software by anyone other than Signatrol, the use by the Customer of the Software in a manner contrary to the instructions given to the Customer by Signatrol or the use by the Customer of the Software after notice of the alleged or actual infringement from Signatrol or any appropriate authority.
In no event will Signatrol, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on a modification of the Software by anyone other than Signatrol, the use by the Customer of the Software in a manner contrary to the instructions given to the Customer by Signatrol or the use by the Customer of the Software after notice of the alleged or actual infringement from Signatrol or any appropriate authority.
Each party undertakes that it shall not at any time during this Contract and for a period of two years after termination disclose to any person any information that is proprietary or confidential and is either clearly labelled as such or identified as confidential information under this Contract (Confidential Information), except as permitted by clause 10.2.
Each party may disclose the other party's Confidential Information as may be required by law or to its employees, officers or agents (Representatives) who need to know this information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Contract, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in clause 10 as though they were a party to this Contract. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in clause 10.
Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this Contract are granted to the other party or to be implied from this Contract.
No party will make, or permit any person to make, any public announcement concerning this Contract without the prior written consent of the other parties (such consent not to be unreasonably withheld).
Nothing in this Contract excludes the liability of Signatrol for death or personal injury caused by Signatrol’s negligence or for fraud or fraudulent misrepresentation.
Subject to clauses 11.1 and 11.3:
Signatrol will not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Contract; and
Signatrol’s total aggregate liability in contract (including in respect of the indemnity in clause 9.2 ), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance of this Contract will be limited to the total amounts paid under this Contract by the Customer during the 12 months immediately preceding the date on which the claim arose.
Except as expressly and specifically provided in this Contract:
the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use;
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 from this Contract; and
the Services are provided to the Customer on an "as is" basis.
Assignment. the Customer will not, without the prior written consent of Signatrol, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Contract. Signatrol may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Contract.
Notices. All notices under this Contract, shall be in writing and sent or delivered to the party’s address at the top of this Contract (or as otherwise specified by that party) and shall be deemed to be received within 72 hours of despatch.
Delay. No party shall be considered in default in the performance of its obligations under this Contract if such performance is prevented or delayed wholly or in part as a consequence of any cause beyond the reasonable control of the party affected.
Entire agreement. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.
Governing law and Jurisdiction. This Contract and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) will be governed by the law of England and Wales and each party submits to the exclusive jurisdiction of the English Courts.
No partnership or agency. Nothing in this Contract is intended to or will operate to create a partnership between the parties, or authorise either party to act as agent for the other.
Rights and remedies. Except as expressly provided in this Contract, the rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance. If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of this Contract. If any provision or part-provision of this Contract is deemed deleted under this clause
Third party rights. A person who is not a party to this Contract will have no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any of its terms.
Variation. No variation of this Contract will be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver. No failure or delay by a party to exercise, or partly exercise, any right or remedy provided under this Contract or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.