Terms & conditions | Signable Terms and Conditions

These Terms and Conditions apply to the services made available by Signable to the Customer, as described in these Terms and Conditions. They form a part of the Agreement between Signable and the Customer for the provision of agreed Signable Services relating to Signable Software. The Order forms part of this Agreement.

1

Definitions and Interpretation

1.1

The definitions and rules of interpretation in this clause apply in these Terms and Conditions and the other parts of this Agreement (unless the meaning is changed in those other parts).

Account: a Signable account dedicated to the Customer and its Authorised Users for the access and use of Signable Services.

Agreement: these Terms and Conditions, the Order, and any other incorporated or linked documents, including any document that captures changes to the Customer’s Subscription Plan.

Authorised Sub-Processor: has the meaning given to it in clause 12.5, as updated in accordance with clause 12.6.

Authorised Users: those natural persons, whether employees, agents or independent contractors of the Customer or (if permitted by the Subscription Plan) business partners of the Customer, who are authorised by the Customer to access and use Signable Services and the Software subject to the provisions of this Agreement (as further described in clause 2).

Business Day: a day other than (i) a Saturday, (ii) a Sunday or (iii) a day which is a bank holiday in England (as set out on www.gov.uk/bank-holidays for bank holidays in England).

Confidential Information: any information in any form or medium obtained by or on behalf of one party from or on behalf of the other party in connection with this Agreement that is proprietary or confidential and is either clearly labelled as such or which a reasonable person would reasonably consider to be confidential, whether disclosed or obtained before, on or after the date of this Agreement together with any reproductions of such information or any part of this information, and including information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs; and where the Customer Data and the Customer’s Envelopes shall be deemed to be the Customer’s “Confidential Information”; and the details of Signable Services and the Software shall be deemed to be Signable’s “Confidential Information”.

Customer: the customer which agrees with Signable to receive Signable Services, as identified in the Order.

Customer Data: data relating to the Customer and the Customer’s Authorised Users and Recipients inputted by the Customer, Authorised Users, or Signable on the Customer’s behalf for the purpose of using Signable Services or facilitating the Customer’s use of Signable Services.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended 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 the privacy of electronic communications).

Data Subject Request: the exercise by a data subject of any of their rights under Articles 12 – 22 of the UK GDPR.

Event of Force Majeure: has the meaning given to it in clause 16.1.

Effective Date: the date of this Agreement, being the earliest of (i) the date when Signable receives confirmation of the online Order made via the Account, (ii) the date on which the Free Trial Period commences, or, (iii) as the case may be (with customers on a Partner Plan), when agreement is made to proceed with agreed pricing and the Partner Plan is purchased and thus the Order is completed.

Envelope: an electronic record containing one or more electronic documents consisting of a single page or a group of pages of data uploaded via Signable Services, pertaining to one or more signatories.

Fees: the fees payable by the Customer to access and use Signable Services during the Subscription Term as may be initially set out in the Order, or as may be updated by Signable from time to time in accordance with these Terms and Conditions, together with any other sums due to Signable under this Agreement.

Free Trial Period: the time period specified by Signable in which the Customer may access and use Signable Services without charge subject to the terms of this Agreement.

Intellectual Property Rights: copyright and related rights, trade marks and service marks, trade names and domain names, rights under licences, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Normal Business Hours: 8.00 am to 5.00 pm local time in London on Business Days.

Order: An online order made by the Customer to purchase or upgrade a Signable Subscription Plan which specifically incorporates by reference these Terms and Conditions, and details:

Signable Services to be provided by Signable;
Fees and any other amounts due and payable by the Customer;
user instructions for Signable Services;
any other documents or terms applicable to Signable Services to be provided pursuant to that form or document; and
any amendments to these Terms and Conditions agreed by the Customer and Signable.

Partner: a business customer of Signable who has purchased a Partner Plan pursuant to clause 9.2.3.

party: Signable or the Customer.

Pricing Page: Signable’s pricing page on the Website, currently available at https://www.signable.co.uk/plans/.

Recipients: any persons who are selected by an Authorised User to receive an Envelope.

Restricted Transfer: a transfer that is covered by Chapter V of the UK GDPR.

Security Arrangements: has the meaning given to it in clause 11.1.

Signable: Signable Ltd, a limited company registered in England and Wales with company number 11965482 and registered address at 3 Unity Street, 1st Floor Arclight House, Bristol, Somerset, England, BS1 5HH.

Signable Services: Signable’s services that enable Signable’s customers’ use of the Website and the Software, whereby Signable allows its customers to sign and obtain signatures from others digitally, by making available envelopes to the authorised users and enabling them to select recipients of the envelopes, and storage of the envelopes in accordance with this Agreement.

Signable Signature: a signature in the electronic form which is attached to or is logically associated with other electronic data via the Software, which allows an entity to authenticate the integrity of signed data and the identity of the signatory.

Software: any software (including software applications, mobile applications and APIs) that is supplied or made available to the Customer by Signable for use or access as part of Signable’s services, including all revised versions and updates.

Subscription Fees: the subscription Fees payable by the Customer to Signable for the User Subscriptions, as set out in the Order.

Subscription Plan: the applicable paid Customer plan (Pay-As-You-Go (PAYG) Plan, Paid Plan, or Partner Plan) that enables registration of an Account for the use of Signable Services, as set out in the relevant Order.

Subscription Plan Change: any change to the Customer’s Subscription Plan made in accordance with clause 5.

Subscription Term: has the meaning given in clause 15.1.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

User Subscriptions: the user subscriptions or credits purchased by the Customer pursuant to this Agreement which entitle Authorised Users to access and use Signable Services in accordance with this Agreement.

Virus: any thing or device (including any software, code, file or program) which may:

prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device;
prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or
adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability.

Website: Signable’s website whose current uniform resource locator is at www.signable.co.uk (as may be updated by Signable from time to time).

Year: a period of 12 months commencing on the Effective Date, or each subsequent period of 12 months commencing on an anniversary of the Effective Date.

1.2

The terms “controller”, “processor”, “data subject”, “personal data”, “processing”, “special category personal data”, and “appropriate technical and organisational measures” have the meanings given to them under the Data Protection Legislation.

1.3

References to clauses are to clauses of these Terms and Conditions.

1.4

The headings to clauses are inserted for convenience only and shall not affect the interpretation or construction of this Agreement.

1.5

Words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other genders and the neutral and references to persons shall include an individual, company, corporation, firm or partnership.

1.6

References to “written” or in “writing” includes in electronic form.

1.7

References to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

1.8

To the extent that there is any conflict or inconsistency between the terms of this Agreement, the Order shall take precedence over these Terms and Conditions.

1.9

Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2

Signable Services

2.1

In consideration of, and subject to, the timely payment of the Fees and subject to the Customer’s compliance with this Agreement, Signable grants to the Customer a limited, non-exclusive, non-transferable, revocable right and licence to permit the Customer, via rights of access granted to the Customer’s Authorised Users, to access and use Signable Services during the Subscription Term solely for the Customer’s internal business operations and (if permitted by the Subscription Plan) the internal business operations of the business partners of the Customer. Signable Services are not intended for consumer use or anyone under the age of 18 years old.

2.2

In relation to the Authorised Users, the Customer undertakes that:

2.2.1: it is responsible for all acts and omissions of each Authorised User and any and all use of Signable Services using each Authorised User’s access credentials;
2.2.2: the maximum number of Authorised Users that it authorises to access and use Signable Services, which the Customer may update from time to time, shall be in accordance with any limit set out in the Subscription Plan it has purchased from time to time; and
2.2.3: where there is any maximum number of Authorised Users, it will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use Signable Services.

2.3

To access and use Signable Services, the Customer must have access to the Internet and register an Account. In order to create an Account, the Customer must, and must require its Authorised Users to, select a password. The Customer is responsible for the safekeeping of its and Authorised Users’ passwords and maintaining their confidentiality. The Customer must not permit any other person other than its Authorised Users to access or use Signable Services or its Account using their log-in or password credentials. The Customer must inform Signable immediately of any actual or suspected unauthorised use of any password, Account or other breach of security of which the Customer becomes aware.

2.4

By creating an Account, the Customer and its Authorised Users grant permission to Signable to make contact using the email address supplied. By uploading and sending documents via Signable Services, the Customer authorises Signable to distribute such documents to email addresses it supplies including those of any Recipients.

2.5

By creating an Account, the Customer and its Authorised Users grant permission to Signable to access the Account as and when required for support purposes.

2.6

The Customer must not, and must procure that each Authorised User must not:

2.6.1

except to the extent expressly permitted by this Agreement or lawfully permitted pursuant to applicable law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of Signable Services or the Software in any form or media or by any means;

2.6.2

except to the extent expressly permitted by this Agreement or lawfully permitted pursuant to applicable law, attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Signable Services or the Software;

2.6.3

store, access, publish, disseminate, distribute or transmit via Signable Services any agreement, document or material which:

is or may be considered to be unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
infringes any third party Intellectual Property Rights or privacy rights;
facilitates illegal activity;
is in breach of any applicable law, regulation, bye-law, code of practice, licence, permit, authorisation or registration;
depicts sexually explicit images;
promotes unlawful violence;
spreads hate;
involves malicious intent;
is or contains a Virus or otherwise likely to cause damage to, or adversely affect, data, software or the performance or availability of the Software or access to or use of Signable Services or the Website;
is or may be considered to be discriminatory according to any characteristic including based on race, gender, colour, religious belief, sexual orientation or disability;
involves phishing;
otherwise is or may be considered to be illegal or causing damage or injury to any person or property; or
may bring Signable or Signable Services or the Software into disrepute;

2.6.4

access all or any part of Signable Services in order to build a product or service which competes with Signable Services;

2.6.5

license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make Signable Services available to any third party except the Authorised Users or (for the purposes of receiving an Envelope) Recipients; or

2.6.6

attempt to obtain, or assist third parties in obtaining, access to or use of Signable Services, other than as provided under this Agreement.

2.7

The Customer agrees that Signable may monitor the Customer’s and its Authorised Users’ access to or use of Signable Services for violations of this Agreement, or to review or remove, at its sole discretion, any agreement, document or material stored, accessed, published, disseminated, distributed or transmitted by the Customer which Signable deems to be in breach of clause 2.6.

2.8

To enable Signable to provide Signable Services, the Customer grants to Signable a non-exclusive right and licence to copy, exploit, process, store, transmit and use the Customer Data solely to the extent necessary to provide Signable Services.

2.9

The Customer agrees that Signable stores the Customer Data and Envelopes for approximately 7 years following the end of the provision of Signable Services whether or not there has been termination or expiry of this Agreement. Following the end of this seven year period, Signable shall destroy the Customer Data and Envelopes without further notice to the Customer save that, subject to clause 12.8, Signable reserves the right to retain Customer Data and Envelopes after the expiry of the seven year period if required in relation to legal proceedings (including prospective legal proceedings).

2.10

The Customer must procure at its cost, install and maintain all required enabling software and third party software to the minimum specification required to access and use Signable Services including anything recommended by Signable. The Customer acknowledges that a failure to do so may impact its use of Signable Services.

2.11

The Customer must comply with all reasonable instructions as to the use of and access to Signable Services and the Software which may be given by Signable from time to time in writing or posted on the Website from time to time.

2.12

The Customer acknowledges and agrees that Signable and its licensors own all Intellectual Property Rights in Signable Services and the Software. Except as expressly agreed by the parties in writing, this Agreement does not grant to the Customer any rights to, under or in, any Intellectual Property Rights or licences in respect of Signable Services or the Software.

3

Warranties and disclaimers

3.1

Signable warrants that it shall use reasonable skill and care in providing any services and that Signable Services shall comply in all material respects with the Order. As the Customer’s sole and exclusive remedy, Signable shall promptly correct any event or circumstance resulting in a breach of this clause 3.1.

3.2

Signable warrants that it has all the rights in relation to Signable Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

3.3

Signable further warrants that, subject to clause 3.4, it provides an approved method for electronic signatures in the EU, the UK, the USA and other countries globally as described on the Website.

3.4

The Customer acknowledges and agrees that:

3.4.1: subject to clause 6, Signable Services and the Software are provided “as is” and “as available”;
3.4.2: its, and its Authorised Users’, use of Signable Services and Software shall be at its sole risk;
3.4.3: Signable is not a party to any agreements, documents or materials to which the Customer or its Authorised Users or Recipients apply a Signable Signature;
3.4.4: Signable has no responsibility and has no liability if any disputes arise from an agreement, document or material signed through Signable Services;
3.4.5: it is solely responsible for all of its, and its Authorised Users’ and Recipients’, communications and interactions with other persons with whom it and its Authorised Users and Recipients communicate or interact as a result of the use of Signable Services and Software;
3.4.6: it and its Authorised Users and Recipients have exclusive control over and responsibility for the content, quality, and format of any agreements, documents or materials to which they apply a Signable Signature via Signable Services;
3.4.7: Signable is not responsible or liable to determine whether any agreement within an Envelope can be legally formed by electronic signatures, or within any particular industry or sector or jurisdiction;
3.4.8: Signable is not responsible for determining the retention period for any agreements, documents or materials stored, accessed, published, disseminated, distributed or transmitted via Signable Services under any applicable laws;
3.4.9: Signable Services are provided in the English language only; and
3.4.10: Signable is not responsible for or liable to produce any of the Customer’s agreements, documents or materials stored, accessed, published, disseminated, distributed or transmitted via Signable Services to any third parties.

3.5

Unless otherwise expressly set out in this Agreement, Signable does not warrant that Signable Services are fit for the Customer’s or Authorised Users’ or Recipients’ purposes, are error free or uninterrupted, or are compatible with any Customer’s hardware or software. Signable is not liable for the transfer of data over communications facilities, including the Internet, and any limitations, 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 acknowledges that Signable Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.6

Other than the warranties given in this clause 3, to the fullest extent permitted by law, any warranty, guarantee, representation, condition or other term (whether express or implied by statute, common law or otherwise) is hereby excluded.

4

Changes to Signable Services

4.1

Signable may from time to time make changes to Signable Services to:

4.1.1: improve, update or upgrade existing functionality or services;
4.1.2: introduce new functionality or services;
4.1.3: reflect changes to technology or market practice; or
4.1.4: ensure that Signable Services remain compliant with applicable laws, regulations or legal obligations.

Signable must use its reasonable endeavours to avoid any such changes resulting in a material degradation in Signable Services and to inform the Customer in advance of such changes.

5

Changes to the Subscription Plan

5.1

The Customer may from time to time make changes to its existing Subscription Plan to:

5.1.1: downgrade its Subscription Plan;
5.1.2: purchase additional services;
5.1.3: increase the number of purchased Envelopes; or
5.1.4: upgrade to a new Subscription Plan.

5.2

The Customer may make the changes set out in clause 5.1 by selecting and confirming the appropriate option within its Account, or, as the case may be with customers on a Partner Plan, by agreeing with Signable in writing.

6

Availability of Signable Services

6.1

Signable must use its commercially reasonable endeavours to make Signable Services available during Normal Business Hours, targeting 99% availability per month, except for:

6.1.1: planned maintenance carried out during Normal Business Hours; and
6.1.2: unscheduled maintenance performed outside Normal Business Hours, provided that Signable has used its reasonable endeavours to give the Customer at least two hours’ notice in advance of any emergency maintenance.

6.2

Signable must provide support services for Signable Services or the Software to the Customer (by the designated support email address provided by Signable from time to time) during Normal Business Hours.

6.3

The Customer must report any problems or errors with Signable Services or the Software to Signable (by email to Signable’s reporting email address), giving full details of:

6.3.1: the Customer’s information;
6.3.2: the relevant Authorised Users or Recipients affected;
6.3.3: a full description of the problem or error; and
6.3.4: any other relevant information reasonably requested by Signable.

6.4

Signable does not provide support services where problems or errors result from:

6.4.1: use of or access to Signable Services or the Software contrary to Signable’s instructions or this Agreement;
6.4.2: the Customer’s or Authorised User’s negligence; or
6.4.3: a malfunction of hardware, the Customer’ systems or any software (other than Signable Services or the Software itself).

7

Suspension

7.1

Signable may, without prejudice to any other rights or remedies available to it, suspend the Customer’s access to, or use of, Signable Services in whole or in part and on an Authorised User by Authorised User basis with immediate effect on notice to the Customer if:

7.1.1: the Customer has failed to pay any amounts due to Signable in accordance with clause 9;
7.1.2: the Customer is otherwise in breach of its obligations under this Agreement or any other agreement between the parties;
7.1.3: there is an attack on Signable Services used by the Customer or if Customer Data is accessed or manipulated by a third party without the Customer’s consent;
7.1.4: Signable is required by applicable law, regulation or legal obligation to suspend the Customer’s access to, or use of, Signable Services; or
7.1.5: Signable reasonably believes that the access to the Customer’s Account is unauthorised, or that the suspension of Signable Services is necessary or desirable to protect its infrastructure, network or the use of Signable Services by other customers because of a threat to the security, integrity or use of Signable Services.

7.2

Signable must use its reasonable endeavours to re-establish or permit access to Signable Services as soon as possible following Signable’s determination that the cause of the suspension has been resolved.

7.3

Signable has no liability whether under this Agreement or at law to the Customer for any exercise of its rights pursuant to this clause 7.

8

Free Trial

8.1

Signable may, at its sole discretion, offer the Customer access to Signable Services on a free trial basis for the Free Trial Period in order for the Customer to trial Signable Services. The version of Signable Services that is available during the Free Trial Period may not include or allow access to all features or functions of Signable Services.

8.2

Free trial eligibility is determined by Signable at its sole discretion and Signable may limit eligibility, including to prevent free trial abuse. Signable reserves the right to revoke the free trial at any time and place any Account on hold in the event that Signable determines that the Customer may not be eligible or may be abusing the free trial in any way.

8.3

On expiry of the Free Trial Period (if any), the Customer may select a Subscription Plan on a paid-for basis from the options available at that time as specified on the Pricing Page or the Customer’s Account. If no Subscription Plan is selected, the Customer will automatically downgrade to a Pay-As-You-Go (PAYG) Plan and lose access to the features provided during the Free Trial Period. No Fees will be due from the Customer unless the Customer completes an online Order to purchase a Subscription Plan.

8.4

Signable reserves the right at any time to delete any Account for which the Free Trial Period has ended and no Subscription Plan has been selected on a paid-for basis by the Customer within a reasonable time of expiry of the Free Trial Period, or Signable may in such circumstances terminate this Agreement with immediate effect without any liability or notice to the Customer for such termination or deletion.

9

Fees

9.1

In consideration for Signable providing Signable Services pursuant to this Agreement, the Customer shall pay to Signable the Fees set out in the Order.

9.2

Signable shall bill the Customer and the Customer shall pay Signable for the Fees by the payment method, applicable to the selected Subscription Plan, and this shall be as follows, unless agreed otherwise by the parties in the Order:

9.2.1: Pay-As-You-Go (PAYG) Plan – Pay-As-You-Go customers are charged, and pay up front, a set price for a bundle of Envelopes purchased and allocated to their Account, according to the latest price on the Pricing Page.
9.2.2: Paid Plan – Paid Plan customers purchase access to extra features and a number of Envelopes in advance which are allocated to their Account for a particular period of time (for example, a month or a year) known as a “billing period”, and which can be redeemed and used during that period by sending out Envelopes. Unused Envelopes cannot be rolled over to a future billing period. Customers pay automatically up front at the beginning of that billing period. In addition, customers pay on demand at the end of the billing period according to Signable’s then standard applicable overage fee for any additional Envelopes that have not been purchased as part of the Paid Plan. Customers who upgrade their Paid Plan and pay in advance for the upgraded Paid Plan will not continue to accrue the overage fees for Envelopes that are covered by their upgraded Paid Plan. The overage fees accrued prior to any upgrade will be charged at the end of the billing period.
9.2.3: Partner Plan – Partners are customers who buy and may resell or repackage Envelopes as part of their offering to their customers, provided that this is not in breach of clause 2.6. Partners pay automatically for the number of Envelopes by their chosen payment method at the end of the billing period. Partners also pay with their chosen payment method in advance for: (a) the agreed set up Fee before being set up for their Account; (b) a reconnection Fee before they are reconnected if they stopped using the Account and then need to be reconnected; and (c) in arrears for a standing charge Fee for each billing period in which their Account is connected.

9.3

The Customer acknowledges that Signable may bill for Signable Services, and the Customer shall pay in accordance with clause 9.2, each time the Customer:

9.3.1: upgrades to a new Subscription Plan;
9.3.2: purchases additional services;
9.3.3: increases the number of Envelopes; or
9.3.4: otherwise alters its use of Signable Services such that additional amounts may be payable to Signable.

9.4

The Fees, features, and options of Signable Services depend on the Subscription Plan selected as well as any changes instigated by the Customer.

9.5

Signable is entitled to update the Fees from time to time upon giving no less than 30 days’ prior notice to the Customer, provided that, for Paid Plan and Partner Plan, the update shall not apply for the then current billing period.

9.6

All amounts due to Signable under this Agreement are exclusive of VAT and other duties or taxes (if applicable) which the Customer shall pay to Signable in addition at the same time as payment of the Fees.

9.7

All amounts due to Signable under this Agreement shall be paid in the currency specified in the Order and without any set-off, deduction or withholding whatsoever.

9.8

The Customer must ensure that it has adequate funds available via its selected payment method in advance of the Account being charged for the amounts due to Signable. The Customer must promptly inform Signable in writing of any change in its payment method details, including invoicing address, and must update its Account with any changes related to its payment method before being charged for the amounts due to Signable.

9.9

No payment shall be considered to be paid until it is received in cleared funds. Where Fees are payable in advance, the Customer shall not have a right to access or use Signable Services until it has paid the Fees and taxes applicable in full.

9.10

If Signable has not received payment within 14 days after the due date, Signable reserves the right to charge interest on a daily basis on all due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.11

If Signable has not received payment in full by the due date, Signable may (without prejudice to any other right or remedy available to it whether under this Agreement or any other agreement between the parties or by any statute, regulation or by-law) do either or both of the following:

9.11.1: charge interest and other charges on the amount due but unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 from time to time from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly; or
9.11.2: notify the Customer that it is suspending the Account with immediate effect until Signable receives the outstanding amounts in full.

10

Confidentiality

10.1

Except as otherwise provided in this clause 10, each party must not use or disclose the Confidential Information of the other party except:

10.1.1: for the purposes of the proper performance of its obligations or exercise of its rights under this Agreement;
10.1.2: as otherwise permitted by this Agreement; or
10.1.3: with the prior written consent of the other party.

10.2

Each party may disclose the other party’s Confidential Information:

10.2.1: to its employees, officers, representatives, agents, contractors, subcontractors, consultants, advisers or insurers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party must ensure that its employees, officers, representatives, agents, contractors, subcontractors, consultants, advisers or insurers to whom it discloses the other party’s Confidential Information comply with this clause 10.2, and
10.2.2: to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, the disclosing party gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.2.2, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

10.3

The obligations of confidentiality in this clause 10 shall not extend to any matter which either party can show:

10.3.1: is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this Agreement; or
10.3.2: was in its written records prior to receipt; or
10.3.3: was independently developed by it; or
10.3.4: was independently disclosed to it by a third party entitled to disclose the same and not subject to a confidentiality obligation.

10.4

Each party must not make, and must not permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

10.5

This clause 10 shall survive termination or expiry of this Agreement, however arising.

11

Signable security

11.1

Details of Signable’s security arrangements for Signable Services are set out at: https://www.signable.co.uk/compliance-and-data-security/ (Security Arrangements).

11.2

The Customer acknowledges and agrees that it is responsible for assessing the applicability and suitability of the Security Arrangements and for checking periodically for any updates or changes.

11.3

Signable must, without undue delay, inform the Customer of any Virus or Vulnerability affecting Signable Services and must promptly:

11.3.1: use its reasonable endeavours to remedy the Virus or Vulnerability as soon as practicable; and
11.3.2: respond to the Customer’s reasonable requests for information in relation to the Virus or Vulnerability.

11.4

Signable must use an industry-recognised security software program (to which latest recent patches and updates have been applied) in accordance with good industry practice to detect the presence of any Viruses and, upon detection of any Virus, to use its reasonable endeavours to promptly eradicate or quarantine it by Signable.

11.5

Although Signable uses a firewall and takes steps against Viruses and uses virus and content filtering software in accordance with good industry practice, Signable cannot guarantee 100% security and does not have any liability for damage to, unauthorised access to, or Viruses that may affect, the Customer Data or the Customer’s Envelopes or any computer equipment, software, data or other property. Signable does not have any liability for the actions of third parties in breaching any security measures.

12

Data Protection

12.1

Each party shall comply with the Data Protection Legislation when processing personal data as controller in connection with:

12.1.1: Customer Data; and
12.1.2: the exercise and performance of their rights and obligations under this Agreement.

12.2

Signable must process personal data pertaining to the Customer as an independent controller, to the extent that such processing is necessary for the management of User Subscriptions and the Subscription Plan. Such personal data shall be processed in accordance with Signable’s privacy notice

12.3

The parties agree that for the purposes of the Data Protection Legislation, to the extent that Signable processes Customer Data in connection with delivery of Signable Services, the Customer is the controller and Signable is the processor. The data processing arrangements are as follows:

12.3.1: Subject matter of the processing: Signable will process the Customer Data in order to deliver Signable Services.
12.3.2: Nature and purpose of the processing: The processing is necessary for facilitating the delivery of Signable Services. The processing operations will be limited to processing necessary for the purposes described above, and will involve collection, recording, organisation, structuring, storage, adaptation or alteration, archiving, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of the Customer Data.
12.3.3: Duration of the processing: Signable will process the Customer Data for the duration this Agreement is in force.
12.3.4: Retention period: See clause 12.8.
12.3.5: Categories of data subjects: Staff engaged by Signable’s Customers, the Customer’s Authorised Users, and Recipients using Signable Services, in addition to any other individual whose personal data is contained within an Envelope.
12.3.6: Categories of personal data: Personal data may include names and contact email addresses, signatures, and any other personal data contained within documents forming part of an Envelope (which may include financial information including bank details, copies of identification, and special category personal data).

12.4

In connection with delivery of Signable Services, Signable must do all of the following:

12.4.1: only process the Customer Data to the extent, and in such a manner, as is necessary for delivery of the Signable Services in accordance with the Customer’s written instructions unless required to do so by applicable law, in which case Signable shall notify the Customer of that legal requirement, unless such notification is prohibited by applicable law.
12.4.2: ensure that all persons authorised by the Signable to process the Customer Data are subject to confidentiality undertakings or statutory obligations of confidentiality.
12.4.3: implement appropriate technical and organisational measures that ensure appropriate security of the Customer Data. Signable shall ensure that the measures required under this clause meet the standard required by Article 32 of the UK GDPR.
12.4.4: at the Customer’s cost, assist the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the UK GDPR, taking into account the nature of processing and the information available to Signable.
12.4.5: taking into account the nature of the processing, assist the Customer, at the Customer’s cost, by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to Data Subject Requests.
12.4.6: at the Customer’s cost, make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in this clause 12 and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer.
12.4.7: not make a Restricted Transfer, other than to enable the processing of the Customer Data by sub-processors appointed in accordance with this clause 12 and in compliance with Data Protection Legislation.

12.5

Subject to clause 12.6, the Customer grants its general authorisation for the engagement of sub-processors to process Customer Data. A list of sub-processors engaged by Signable that may process Customer Data is available via: https://www.signable.co.uk/gdpr-subprocessors/(the Authorised Sub-Processors).

12.6

Signable must inform the Customer in writing of any proposed appointment of, or changes to, its Authorised Sub-Processors, thereby giving the Customer the opportunity to object to such changes prior to the engagement of the concerned sub-processor(s). The Customer is deemed to have authorised the appointment unless:

12.6.1: Signable fails to notify of intended appointments or changes to the Authorised Sub-Processors; or
12.6.2: the Customer objects to the appointment within 10 Business Days after Signable informs the Customer in writing of any intended appointment or change. If the parties are unable to resolve any objection made by the Customer within 15 Business Days, then Signable may terminate this Agreement without liability.

12.7

On the appointment of an Authorised Sub-Processor, Signable must enter into a written agreement with the Authorised Sub-Processor on terms that meet the requirements of the Data Protection Legislation. Signable will remain fully liable for all acts or omissions of any Authorised Sub-Processor as if they were the acts or omissions of Signable.

12.8

Subject to clause 12.9, regarding any personal data in respect of which Signable is a processor to the Customer as controller:

12.8.1: The Customer hereby instructs Signable to retain any such personal data for the seven year time period set out in clause 2.9 and following the expiry of this time period, Signable shall destroy the personal data without further notice to the Customer.
12.8.2: The Customer may at any point during the seven year period referred to in clause 2.9 ask Signable to return the personal data and delete any copies held by Signable.

12.9

Signable shall have no obligation to delete personal data under clause 12.8 to the extent that any applicable law requires Signable to store the personal data.

13

Indemnity

13.1

The Customer agrees to defend, indemnify and hold harmless Signable against all claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with the Customer’s access to or use of Signable Services (other than any claim or liability arising due to the breach of Signable under this Agreement), provided that:

13.1.1: Signable informs the Customer promptly in writing of any such claim;
13.1.2: Signable provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
13.1.3: the Customer is given sole authority to defend or settle the claim.

13.2

Signable agrees to defend the Customer against any claim that Signable Services or the Software that are accessed or used by the Customer in accordance with this Agreement infringes any third party’s Intellectual Property Rights (other than for any claim or liability arising due to the Customer Data or the Customer’s Envelopes). Signable shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims and all related losses, costs and expenses, provided that:

13.2.1: the Customer informs Signable promptly in writing of any such claim;
13.2.2: the Customer provides reasonable co-operation to Signable in the defence and settlement of such claim, at Signable’s expense; and
13.2.3: Signable is given sole authority to defend or settle the claim.

13.3

In the defence or settlement of any claim, Signable may procure the right for the Customer to continue accessing or using Signable Services or the Software, replace or modify Signable Services or the Software so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on no less than 30 days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

13.4

In no event shall Signable be liable to the extent that the alleged infringement is based on:

13.4.1: a modification of Signable Services or the Software by anyone other than by or on behalf of Signable;
13.4.2: the Customer’s use of Signable Services or the Software in a manner contrary to the instructions given to the Customer by Signable;
13.4.3: the Customer’s use of Signable Services or the Software after notice of the alleged or actual infringement from Signable or any appropriate authority; or
13.4.4: the Customer’s breach of this Agreement.

13.5

This clause 13 states the Customer’s sole and exclusive rights and remedies, and Signable’s entire obligations and liability, for infringement of any third party’s Intellectual Property Rights.

14

Limitation of liability

14.1

This clause 14 prevails over all other clauses and sets forth the entire liability of each party, and the sole and exclusive remedies of the other party, in respect of:

14.1.1: performance, non-performance, purported performance, delay in performance or mis-performance of this Agreement or of any services in connection with this Agreement; or
14.1.2: otherwise in relation to this Agreement or entering into this Agreement.

14.2

Neither party excludes or limits its liability for:

14.2.1: its fraud; or
14.2.2: death or personal injury caused by its negligence; or
14.2.3: any liability which cannot be excluded or limited by applicable law.

14.3

Subject to clause 14.2, neither party shall have liability (whether in or for breach of contract (including liability under any indemnity), negligence, tort (whether intentional or not), misrepresentation, restitution, breach of statutory duty or any other cause of action whatsoever) relating to or arising under or pursuant to or in connection with this Agreement) in respect of any:

14.3.1: indirect or consequential losses, damages, costs or expenses;
14.3.2: loss of actual or anticipated profits;
14.3.3: loss of contracts;
14.3.4: loss of use of money;
14.3.5: loss of anticipated savings;
14.3.6: loss of revenue;
14.3.7: loss of goodwill;
14.3.8: loss of reputation;
14.3.9: ex gratia payments;
14.3.10: loss of business;
14.3.11: loss of operation time;
14.3.12: loss of opportunity; or
14.3.13: loss of, damage to or corruption of, data;

whether or not such losses were reasonably foreseeable or the party in default or its agents had been advised of the possibility of the other incurring such losses. For the avoidance of doubt, clauses 14.3.2 to 14.3.13 apply whether such losses are direct, indirect, consequential or otherwise.

14.4

Subject to clause 14.2, the total aggregate liability of each party (whether in or for breach of contract (including liability under any indemnity), negligence, tort (whether intentional or not), misrepresentation, restitution, breach of statutory duty or any other cause of action whatsoever) relating to or arising under or pursuant to or in connection with this Agreement) for all causes of action arising in each Year shall be limited to the greater of: (a) £1,000; or (b) 110% of the total sums paid and total other sums payable, in aggregate, by the Customer to Signable under this Agreement, in that Year.

14.5

The limitation of liability under clause 14.4 has effect in relation both to any liability expressly provided for under this Agreement and to any liability arising by reason of the invalidity or unenforceability of any term of this Agreement.

14.6

The Customer shall not limit its liability for failure to pay the Fees.

14.7

The parties acknowledge that this clause 14 is fair and reasonable having regard to the parties’ respective sizes and positions to insure, and with the objective that the Customer assumes full business risk for accessing and using Signable Services and the Software, with the provision of the Signable Services and Software being akin to someone providing a pen and paper.

15

Term and termination

15.1

This Agreement shall commence on the Effective Date and shall continue until terminated as provided in this clause 15 or otherwise in this Agreement (the Subscription Term).

15.2

Without affecting any other right or remedy available to it and unless the parties otherwise agree in writing, the Customer may terminate this Agreement with immediate effect by selecting and confirming the cancellation option within its Account, in which case this Agreement shall terminate as follows:

15.2.1: If the Customer is on the “Pay-As-You-Go (PAYG)” Subscription Plan – the use of the last purchased Envelope – where no cancellation is required; and
15.2.2: If the Customer is on the Subscription Plan that is the “Paid Plan” or “Partner Plan” Subscription Plans – the expiry of the then current billing period.

15.3

For the avoidance of doubt, it is the sole responsibility of the Customer to manage their Subscription Plan and to perform the cancellation action within their Account (and thus downgrade to a Pay-As-You-Go (PAYG) Subscription Plan) if they do not wish to incur a charge on the next billing period. No refunds will be issued if the Customer fails to downgrade to a Pay-As-You-Go (PAYG) Subscription Plan before the end of the billing period and they are billed for the monthly or annual renewal.

15.4

Without affecting any other right or remedy available to it, Signable may terminate this Agreement with immediate effect by giving notice to the Customer if the Customer is at least 10 Business Days late in paying any Fees due under this Agreement and Signable has then given to the Customer at least a further 10 Business Days’ notice requiring the Customer to pay in full such sums within such 10 Business Day (or, if Signable desires, longer) period failing which Signable may exercise its right to terminate under this clause 15.4.

15.5

Either party may terminate this Agreement with immediate effect by giving notice to the other party if:

15.5.1: the other party is in material breach of any of its obligations under this Agreement which is incapable of remedy;
15.5.2: the other party fails to remedy, where capable of remedy, any material breach of any of its obligations under this Agreement after having been required by notice to remedy such breach within a period of no less than 30 days;
15.5.3: the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
15.5.4: the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, 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 its assets or ceasing to carry on business, or takes any similar or analogous step or action in consequence of debt in any jurisdiction;
15.5.5: the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
15.5.6: the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.

15.6

On termination or expiry of this Agreement for any reason:

15.6.1: all licences and rights granted under this Agreement shall immediately terminate and the Customer shall immediately cease all access to and use of Signable Services and the Software; and
15.6.2: any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry, shall not be affected or prejudiced.

15.7

Termination or expiry of this Agreement will not affect the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination or expiry.

16

Force majeure

16.1

Signable does not have any liability for any breach, hindrance or delay in performance of its obligations under this Agreement which is caused by circumstances beyond its reasonable control including any act of God, actions or omissions of third parties not in the same group as the Party seeking to rely on this clause (including hackers, suppliers, couriers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, protests, rallies, civil war, civil commotion, war, hostilities, threat of war, warlike operations, armed conflict, imposition of sanctions, embargo, seizure or forfeiture, breaking off of diplomatic relations or similar actions, national emergencies, national event (including death of a member of the Royal Family), terrorism, nuclear, chemical or biological contamination or sonic boom, piracy, arrests, restraints or detainments of any competent authority, blockade, strikes or combinations or lock-out of workers (other than of Signable), unusual traffic volumes, unusual travel restrictions, epidemic or pandemic (including COVID-19), compulsory or recommended measures to avoid epidemic or pandemic, fire, explosion, storm, flood, drought, adverse weather conditions (including cold, heat, wind, rain, snow, ice or fog), loss at sea, earthquake, volcano, ash cloud, natural disaster, accident, mechanical breakdown, third party software, collapse of building structures, failure of machinery (other than used by the relevant Party) or third party computers or third party hardware or vehicles, failure or problems with public utility supplies (including general: electrical, telecoms, water, gas, postal, courier, communications or Internet disruption or failure), shortage of or delay in or inability to obtain supplies, stocks, storage, materials, equipment or transportation (Event of Force Majeure), regardless of whether the circumstances in question could have been foreseen provided that the Party looking to rely on the Event of Force Majeure cannot rely on this if it has not taken reasonable steps to act in a prudent way to avoid the effects of the Event of Force Majeure.

16.2

Signable must inform the Customer upon becoming aware of an Event of Force Majeure, giving details of the circumstances giving rise to the Event of Force Majeure.

16.3

The performance of Signable’s obligations shall be suspended during the period that the circumstances persist and Signable shall be granted an extension of time for performance equal to the period of the delay.

16.4

Each party bears its own costs incurred by the Event of Force Majeure.

16.5

If performance of any obligations are delayed under this clause 16, each party must nevertheless accept performance as and when the other is able to perform.

16.6

If the Event of Force Majeure continues without a break for more than three months, either party may terminate this Agreement by notice to the other party with immediate effect, in which event neither party shall have any liability by reason of such termination.

17

Notices

17.1

Any notice required or authorised to be given under this Agreement shall be in writing and shall be sent by personal delivery or despatched by recorded delivery post or by overnight commercially recognisable courier or email addressed to the relevant party at its address or email address stated in this Agreement or at such other address or email address as is notified by the relevant party to the other for this purpose from time to time or at the address or email address of the relevant party last known to the other party.

17.2

Any notice so given by hand shall be deemed to have been served on delivery, any notice so given by recorded delivery post or by overnight commercially recognisable courier shall be deemed to have been served two Business Days after the same shall have been despatched by recorded delivery post or by overnight commercially recognisable courier, and any notice given by email shall be deemed to have been served at 10am local time of the recipient on the next Business Day following despatch.

17.3

To prove service of any notice, it shall be sufficient to show:

17.3.1: in the case of a notice delivered by hand, that the same was duly addressed and delivered by hand;
17.3.2: in the case of a notice served by recorded delivery post or by overnight courier, that the same was duly addressed prepaid and posted in the manner set out above; and
17.3.3: in the case of a notice given by email, that it was despatched in a legible and complete form to the correct email address without any error message.

17.4

If a party commences legal proceedings relating to this Agreement, the claim form or other process by which it is started shall not be served by email.

18

General

18.1

Variation. Except as otherwise expressly provided under this Agreement, no variation or change to this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18.2

Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

18.3

Rights and remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

18.4

Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

18.5

Assignment. The Customer shall not, without the prior written consent of Signable, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. Signable may at any time assign, mortgage, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.

18.6

No partnership or agency. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). Each party warrants that it is acting on its own behalf and not for the benefit of any other person.

18.7

Third party rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

19

Entire agreement

19.1

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.2

Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

19.3

Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

19.4

Nothing in this clause shall limit or exclude any liability for fraud.

20

Governing law and Jurisdiction

20.1

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. All dealings, correspondence and contacts between the Parties shall be made or conducted in the English language. If the Customer is domiciled:

20.1.1: in the United Kingdom (of England, Wales, Scotland and Northern Ireland) or the European Union, the exclusive forum for settling any disputes which may arise out of or in connection with this Agreement shall be the English courts;
20.1.2: outside the United Kingdom (of England, Wales, Scotland and Northern Ireland) and the European Union, any dispute which may arise out of or in connection with this Agreement shall be exclusively referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause 20.1.2. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.