Terms and Conditions
1. INTRODUCTION
1.1 The Website is operated by us, namely Simply-4-Business (as defined below).
1.2 A Consumer (as defined in sub-Clause 2.1 below) must not take out a paid subscription to any Product or register or make any use of the Website (but may be an eSign Third Party as permitted by sub-Clause 18.7.1) since the Website is intended only for a person or organisation using it in the course of their business and not making any use of it to any extent for their personal purposes, as to which see sub-Clauses 8.10 and 8.11 below. (Note that consumer protection laws only apply to a consumer as defined in the relevant legislation.)
1.3 Clauses 1-16, and, where applicable, the Multi-User Terms set out in Clause 17 and/or the eSign Terms set out in Clause 18 and/or the Cloud Document Storage Terms set out in Clause 19, govern:
1.3.1 Your and any Sub-User’s use of the Website or items on the Website (whether or not you have either registered or are a subscriber for any Product);
1.3.2 The Products provided through the Website to you as a subscriber;
1.3.3 Your and any Sub-User’s Use of the eSign Facility, also applying to you in relation to any eSign Third Party’s Use of the eSign Facility (“eSign Facility”, “eSign Third Party”, and “Use” are defined in sub-Clause 18.2); and
1.3.4 Your use of Cloud Document Storage, as defined in Clause 19.
1.4 We make available or provide document templates, information and all other items, services or facilities to you strictly on and subject to these Terms and Conditions, whether or not you register or become a subscriber for any Product.
1.5 By making any use of the Website or registering or subscribing to any Product, you agree to follow and be bound by Clauses 1-16 and, if applicable, the Multi-User Terms set out in Clause 17 and/or the eSign Terms set out in Clause 18 and/or the Cloud Document Storage Terms set out in Clause 19.
1.6 Where the Multi-User Terms and/or the eSign Terms and/or the Cloud Document Storage Terms apply, they supplement Clauses 1-16, and you must read them together with those Clauses.
1.7 The Multi-User Terms apply specifically to both Master Users and Sub-Users as defined in Clause 17. The eSign Terms apply specifically to an eSign User as defined in Clause 18 in relation to their and an eSign Third Party’s Use of the eSign Facility. The Cloud Document Storage Terms apply to the use of Cloud Document Storage.
1.8 You must read all of these Terms and Conditions, including the Multi-User Terms, the eSign Terms, and the Cloud Document Storage Terms, so that you fully understand the rights, responsibilities, and restrictions that apply to your and any Sub-User’s use of our Website and Products, and that apply to you in relation to your and any eSign Third Party’s Use of the eSign Facility and/or your use of Cloud Document Storage.
1.9 These Terms and Conditions form the basis of any contract between us and you. If you wish to subscribe to any Product, then, after you register, we will ask you to provide your card details. After your payment is processed, we will send you a login and password by email to allow you to access the Product to which you are subscribing.
2. DEFINITIONS AND INTERPRETATION
In these Terms and Conditions, reference to any Clause or sub-Clause means a clause or sub-clause in them, and unless the context otherwise requires, the following expressions have the following meanings:
2.1 “Consumer” for the purposes of these Terms and Conditions means an individual using any products or services for their personal use or to any extent outside the purposes of any business or profession carried on by them or another;
2.2 "Fee” means the fee that the User pays to access and use the Product for the Fee Period;
2.3 "Fee Period” means one calendar month which starts as soon as the Fee has been paid;
2.4 "Free Period” means eleven calendar months which starts as soon as the Fee Period ends;
2.5 "Permitted Use” means use of the Product, as stated in Clause 3;
2.6 "Product” means the document templates, information, and other items that we provide or make available through the Website as packaged folders of items. Each of them is provided or made available subject to these Terms and Conditions, individually or collectively as one package;
2.7 "Simply-4-Business" means Simply-4-Business Ltd (trading as Simply-Docs) of 20 Mortlake High Street, Mortlake, London, SW14 8JN. "We," "us," and "our" also refer to Simply-4-Business;
2.8 "Subscription Period" is the 12-month period that includes the Fee Period and the Free Period;
2.9 "User” means a person or organisation that views or uses the Website who is not a Consumer or a Sub-User (as defined in sub-Clause 17.2.2), whether or not that person or organisation registers and whether or not their use is as a subscriber for any Product. References to "you", "your" and "yours" refer to you as a User; and
2.10 "Website” means the website that you are currently viewing or using (www.simply-docs.co.uk) and any sub-domain of that website (e.g., subdomain.simply-docs.co.uk) unless it is expressly excluded by its own terms and conditions.
3. PERMITTED USE
Once you have paid the Fee, you will have a non-exclusive perpetual licence for Permitted Use. “Permitted Use” means use on and subject to all of the following conditions and to the exceptions, restrictions, and conditions in Clauses 4 and 5. You may, and allow any Sub-User (but not any other person or organisation) to:
3.1 Use the Product and any of the document templates, information, or other items forming part of the Product downloaded during the Subscription Period for your own business purposes;
3.2 For the purposes of supporting that use, reproduce, print, and make back-up copies on any computer system including, but not limited to, mobile devices and cloud storage services;
3.3 For the purposes of that use, copy, modify, adapt, merge, translate, and/or dis-assemble all or any part of any Product or create derivative works based on all or any part of it; and
3.4 Use the Product in the course of, and for the purpose of, your business to facilitate and execute transactions, and to manage any and all of your relevant business affairs, including where that necessitates you distributing copies of the document templates, information or other items in the Product to third parties.
4. EXCEPTIONS AND RESTRICTIONS
4.1 You will not, and will not allow any Sub-User to:
4.1.1 Sell any of the Product (or any part of it) to any third party;
4.1.2 Distribute any document template, information or other item in the Product (or any part of it) to any third party for sale or resale (or free of charge) either as part of a package or as a separate product;
4.1.3 Use the Product (or any part of it) for any purpose rivalling or competing with our business. If there is a dispute between a User and us, we will have the right to define "rivalling" and/or "competing" purposes; and
4.1.4 Rent, lease, sub-licence, or loan any of the Product (or any part of it) to any third party.
4.2 Sub-Clause 4.1 is subject to the Copyright Designs and Patents Act 1988. We hereby waive our moral rights contained in Sections 77 – 79 of that Act.
4.3 We are and will remain at all times the sole owner of the copyright and all other intellectual property rights in the Product.
4.4 This Clause 4 applies to all parts of the Product but not to any derivative works you create from it.
4.5 All licences, consents, and restrictions in these Terms and Conditions will last for the normal duration of copyright in literary works as defined in Section 12 of the Copyright Designs and Patents Act 1988 (the life of the author, plus 70 years).
4.6 Except as expressly stated in these Terms and Conditions, nothing else allows you to use, or gives you a right to allow use of, any part of the Website or any Product, or allows you to sublicence or give a right to sublicence any part of the Website or any Product or any intellectual property rights therein.
5. NO SCRAPING, TEXT OR DATA MINING
5.1 You may not (or allow any Sub-User to) in any way undertake, enable, permit, authorise, or facilitate any form of web scraping or text or data mining on or with respect to any part of the Website or any Product.
5.2 You may not (or allow any Sub-User to) use any part of the Website, Product, or any data or information included therein, for the purposes of developing or training AI models or systems.
5.3 The prohibition set out in this Clause 5 covers all purposes for which such activities may be carried out including, but not limited to, the development or training of AI models or systems. This includes, but is not limited to, the use of:
5.3.1 Any bot, robot, scraper, spider or other automated system, software, algorithm, code, process, tool or methodology used to access, obtain, copy or republish any data, content, or information included on the Website or any Product; and
5.3.2 Any automated techniques designed to analyse digital text or data in order to generate information or to develop or train AI models or systems.
5.4 Sub-Clauses 5.1 to 5.3 shall apply to the fullest extent permissible by law.
6. OWNERSHIP
We will at all times be the owner of the Product but not of any derivative works created to the extent permitted under Clause 3.
7. FEES, PAYMENT AND PURCHASES
7.1 All Fees on the Website or quoted by us exclude Value Added Tax, which will be added at the point of sale.
7.2 WorldPay UK Ltd handles all transactions on the Website. We do not collect or process your payment details.
7.3 Once you have made payment, your Subscription Period (which includes the Fee Period and Free Period) begins. You will have the right to access the Product (or the relevant part of the Product as determined by your subscription) for the whole of the Subscription Period.
8. SCOPE OF OUR RESPONSIBILITY
81. We are an Internet-based publishing business providing general information, forms, document templates, and other items subject to all of these Terms and Conditions.
8.2 We design and offer to you document templates and other items in good faith only to provide a guide for common situations, and we make them available only as a starting point for you to prepare documents for your purposes. Before you use any item selected, you must ensure that it is suitable for your needs and then, if you decide that it is suitable, you must edit and customise it as necessary so that you are sure that the document that you prepare and finalise is in all respects complete and appropriate for its or your intended purpose and that it meets your requirements and circumstances.
8.3 If you have any questions concerning the appropriateness for your intended or any other purpose or your use of any form, document template or other item that we make available, or any information on the Website, you must seek advice from a suitably qualified independent professional. If you need advice as to any changes that you need or might need to make to any form, document template or other item, or if you need help to prepare a document, you must consult such a professional.
8.4 We are not a legal practice. Nothing on the Website is legal or other advice and we do not intend our Products to be used without or to replace legal or other professional advice. We, our employees, and consultants do not provide you with any legal advice or prepare any document for you.
8.5 We make available information on the Website and document templates, forms and all other items without any express or implied representation, warranty, term or condition, in particular as to any item that we make available will be fit for its or your intended purpose, useful to you, or of satisfactory quality.
8.6 We may (but have no obligation or liability to do so) at any time and without notice, amend any form, document template or other item, or add, replace, or remove any form, document template or other item for any reason, whether or not for the purpose of correcting any item or part of it.
8.7 You accept that a Product may need updates due to changes in law or practice. We are not responsible for making or advising you of such updates.
8.8 You accept that we make available our document templates, information and all other items included on the Website for you to download on the basis that they are not instruments or other documents that we or our employees or consultants prepare for you, and it is your responsibility to make sure that you are legally entitled to prepare and customise our document templates.
8.9 If you want to use one of our templates to prepare a document, but you are not going to be a party to it, you must first consider whether, under the Legal Services Act 2007, it is an "instrument" and, if it is, whether you are legally entitled to prepare it.
8.10 You accept that we make all Products, services, facilities, information, document templates, information and other items available to a User and any Sub-Users to use exclusively for the purposes of and in the course of the User’s business, whether or not they register or are subscribers for any Product.
8.11 You warrant to us that:
8.11.1 If you use the Website or any Product, service, facility, information, document template, information or other item on or through it, you and any Sub-Users do so only for the purposes referred to in sub-Clause 8.10; and
8.11.2 If you subscribe for any Product, you are contracting with us only for the purposes referred to in sub-Clause 8.10; and in either case you do so not as a Consumer.
9. OUR LIABILITY
We, our agents, directors, officers, employees, contractors and sub-contractors will not be liable to any User or Sub-User, whether in contract, tort (including negligence) breach of statutory duty, or otherwise, for any special, direct, indirect or consequential loss, damage, cost, expense, claim, demand, liability or proceedings, or for any loss of profit, loss of sales, business, business opportunity, agreements, contracts, revenue, goodwill or anticipated savings, arising directly or indirectly from:
9.1 Any use whatsoever of either the Website or anything on the Website (including, but not limited to, any Product);
9.2 Any use of anything accessed directly or indirectly by means of the Website; or
9.3 Without prejudice to the generality of any of the foregoing:
9.3.1 Any omission from, error or defect in, or unsuitability of, any Product, document template, form, information, or other item available from us or on the Website;
9.3.2 The possession, publication, use of, or reliance on any such Product, document template, form, information or other item;
9.3.3 Incorrect selection, completion, alteration, use or filing of, or inability to use, any such document template, form, information or other item; or
9.3.4 Any use of any Product, document template, form, information or other item which is not up to date or is not accurate, whether or not we have taken any such steps are as referred to in sub-Clause 8.6 and Clause 11.
Nothing else in these Terms and Conditions will limit or otherwise prejudice the effect of this Clause 9.
10. REFUNDS
Any refunds will be subject to our absolute discretion and to these Terms and Conditions. If you wish to request a refund, please contact us for further information.
11. CHANGES TO THE WEBSITE, THE PRODUCT, THESE TERMS AND CONDITIONS, AND OUR PRIVACY POLICY
We are entitled to change the Website, the Product, these Terms and Conditions, or our Privacy Policy at any time. Changes that we make to the Terms and Conditions will be legally binding on you as soon as you either log in after the change or we notify you of it by email.
12. AVAILABILITY OF THE WEBSITE AND THE PRODUCT
12.1 We provide the Website and the Product on an "as available" and "as is" basis.
12.2 We give no warranty that the Website or its operation or the Product or anything on or in them will be free from defects and/or faults.
12.3 We do not accept liability for any disruption or non-availability of the Website or your inability to download any item from it caused by anything within or beyond our control including, but not limited to, internet service provider equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war, or legal restrictions and censorship.
13. WAIVER
If we fail to enforce your fulfilment of anything in these Terms and Conditions, that will not be a waiver by us of our right to subsequently enforce that provision or any other provision. Such a failure by us will not be a waiver by us of any preceding or subsequent breach and it will not be a continuing waiver by us.
14. SEVERANCE
If any part of these Terms and Conditions is found to be legally invalid or unenforceable, we will remove it, and the remainder will remain valid and enforceable.
15. DATA PROTECTION AND PRIVACY
15.1 We collect, hold, and process all personal data in accordance with your and any Sub-User’s rights and our obligations under all applicable data protection legislation, including the Data Protection Act 2018, the UK GDPR, and the Privacy and Electronic Communications Regulations 2003, and we take appropriate steps to ensure that your and their information is protected consistent with the principles set out in that legislation, any other applicable privacy laws, these Terms and Conditions, and our Privacy Policy, whether that information is held by us or shared by us with third parties.
15.2 For full details of our collection, use, and holding of personal data, information about your and any Sub-User’s legal rights as a data subject and how to exercise them, please refer to our Privacy Policy.
16. LAW AND JURISDICTION
These Terms and Conditions and any contract between you and us are governed by the laws of England and Wales, and any dispute, proceedings, or claim relating to these Terms and Conditions or such contract, will be within the exclusive jurisdiction of the courts of England and Wales.
17. MULTI-USER TERMS
17. 1 The following are the Multi-User Terms. They apply, in addition to Clauses 1-16 of the Terms and Conditions, to both a User (as defined above) and a Sub-User (as defined below) where that User is a Master User (as defined below). Where these Multi-User Terms apply, “User” in Clauses 1-16 above means a Master User.
17.2 In these Multi-User Terms:
17.2.1 “Master User” means a User that we grant a licence to under Clause 3 above for any particular Product where:
a) we also agree that the licence extends to one or more “Sub-Users” (as defined below) using that Product on behalf of and in addition to that User; and
b) that User, in addition to personally using such Product(s) under the said licence, also nominates and permits one or more individuals to do so on the Sub-User Terms (as defined below), but only if each individual is a “Sub-User” (as defined below).
17.2.2 “Sub-User” means any individual person (not acting as a “Consumer” as defined in Clause 2) within the Master User’s organisation who the Master User nominates and authorises to have access to and use the Product that we licence to the Master User as a User. However, they will not become a Sub-User if we for any reason reject them when the Master User nominates them. If we reject them, they must not make any use of or access the Website.
17.2.3 “Sub-User Terms” means the provisions of both these Multi-User Terms and Clauses 1-16 that govern the access to and use of the Website and any Product.
17.3 A Sub-User (but no other person or entity) may access and make use of a Product only for the Master User’s business purposes, only within the “Permitted Use” (as defined in Clause 3) and not for any personal or other purpose of the Sub-User, and accordingly the same terms and restrictions will apply to access and use by a Sub-User as apply to the Master User. Any Sub-User’s email address must be the same as the email address of the Master User’s organisation except that it must have a unique difference which identifies that Sub-User, distinguishes them from any other person, and serves to direct an email to that address for their sole attention.
17.4 A Sub-User must not allow any other person or entity (whether within the Master User’s organisation or otherwise) to have access to or make use of any Product by means of the Sub-User’s unique login and account.
17.5 We may at any time carry out checks to establish whether or not a Sub-User is or has been abiding by the Sub-User Terms. The Master User must, on request, provide us with any assistance or cooperation as is reasonably necessary for that purpose.
17.6 Sub-Users acknowledge that, as between them and the Master User, we do not control or limit whether or how the Master User has access to, uses, or stores any data or documents related to or arising from all proper access to and use of any Product(s) by its Sub-Users (including, but not limited to, document downloads, document history, usage logs).
17.7 Our Privacy Policy applies to Sub-Users as it applies to the Master User where relevant and applicable to a Sub-User rather than a Master User.
17.8 To the extent that the Master User is a data controller or data processor with respect to a Sub-User’s personal data, the relevant obligations and provisions of all applicable laws (including, but not limited to, the Data Protection Act 2018 and the UK GDPR) will apply to the Master User’s collection, holding, and processing of such Sub-User data.
17.9 When a Sub-User is to cease as a Sub-User the following will apply:
17.9.4 The Master User may at any time, in its discretion, delete or deactivate a Sub-User by accessing the Master User’s Simply-Docs Account and deleting or deactivating that Sub-User;
17.9.5 Except as follows, the consequence of deletion or deactivation of a Sub-User will be that that Sub-User will no longer be able to access or use any Product or related data, and that all personal data and other information and data related to that Sub-User or their previous access to or use of any Product(s) will be automatically permanently deleted;
17.9.6 When the Master User implements deletion and at the same time opts for the Sub-User’s account to be reallocated to a new Sub-User from the time of deletion, access to and use of the account will continue without any change other than the change of Sub-User and Clause 17.9.2 will accordingly not apply; and
17.9.7 Where the Master User intends to delete any Sub-User, and the Master User wishes, after deletion, to retain access to and use of any data or documents in that Sub-User’s account, the Master User must, before deletion, ensure that it downloads any documents in the Sub-User’s download history that it wishes to retain, and makes a manual record of any other information from the Sub-User’s account that it wishes to retain.
17.10 The Master User accepts that we will only permit a Sub-User to have access to and use of any Product if the Sub-User first undertakes directly to us to accept and be bound by these Sub-User Terms, and the Sub-User will then be directly responsible and liable to us for abiding by them. Each Sub-User must give that undertaking via the Website in the way that we specify during the process of logging in for the first time. A Sub-User does not have to pay any Fee or other sum to us. (Only a Master User must pay Fees to us.)
17.11 Each Sub-User must at all times abide by these Sub-User Terms.
17.12 If at any time we become aware of any non-compliance with any of the Sub-User Terms by the Master User, any Sub-User(s), or both, we may, without first giving notice to the Master User or the Sub-User(s) concerned, suspend access to any Product or other data or item by all or any of the Sub-User(s) and/or the Master User, as appropriate.
17.13 The Master User will be responsible and liable to us for any non-compliance with these Sub-User Terms by its Sub-User(s). If there is any non-compliance with these Sub-User Terms by a Sub-User we may, in our discretion, use our rights arising from that non-compliance against either the relevant Sub-User or the Master User, or against both of them.
17.14 The Master User must indemnify us against and hold us harmless from any and all claims, demands, liabilities, losses, expenses, costs (including legal fees), and damages suffered by, incurred by, or awarded against us arising out of or in connection with either any non-compliance by a Sub-User with any of these Sub-User Terms or any other negligent or other act or omission of a Sub-User, whether or not we have used our rights (or sought to do so) only or also against any such Sub-User.
17.15 We will not intervene in or be in any way involved in resolving any issue arising between the Master User and a Sub-User, including (but not limited to) any issue concerning the Product, data or document access, use, or removal.
17.16 When the subscription period of a Master User’s account ends or either party ends it, the period of the accounts of all of the Sub-Users of the Master User will also automatically end at the same time.
17.17 When we need to communicate with a Sub-User, we will do so by email to the email address assigned by the Master User for that Sub-User’s account.
17.18 Sub-Clause 17.19 shall apply when:
17.18.1 a new customer wishes to subscribe as a Master User from the start of their Subscription Period and therefore wishes to nominate one or more Sub-Users; or
17.18.2 an existing customer subscribing as a User subsequently wishes to subscribe as a Master User by nominating one or more Sub-Users; or
17.18.3 an existing customer subscribing as a Master User has previously added any Sub-User(s) and now wishes to nominate one or more additional Sub-Users.
17.19 Where this sub-Clause 17.19 applies:
17.19.4 we will advise the customer, as part of the subscription process, of which subscription options they have in the circumstances, together with the Fee(s) that they must pay for each such option;
17.19.5 the Fee(s) quoted in each case will depend upon the subscription option the customer chooses, the period of the subscription and other relevant circumstances; and
17.19.6 the customer must advise us, as part of the subscription process, of the option they wish to take up, and we will then indicate during that process the amount of Fees they have to pay and how to pay them.
18. ESIGN4BUSINESS AND DOCUMENT STORAGE TERMS
18.1 The following terms in this Clause 18 and our FAQs as amended from time to time, available here, all apply, in addition to Clauses 1-16 and Clause 17 (where Clause 17 also applies), to an eSign User (as defined below) if and when making any Use of the eSign Facility (as defined below).
18.2 In these Terms and Conditions:
18.2.1 “eSign Terms”, in relation to Use of the eSign Facility, means Clauses 1-16, 17, and 18 together;
18.2.2 “eSign User” means you and any Sub-User if and when Using the eSign Facility, for so long as you subscribe for any Product;
18.2.3 "eSign Third Party” means any third party person or organisation in relation to any actual or proposed Use of the eSign Facility;
18.2.4 “eSign Facility” means the facility comprising an electronic signature service and signed document storage facility which we (as “eSignn4Business”) make available to any eSign User for it to Use, and for that eSign User to make available to an eSign Third Party, without any additional charge to either of them, to access and Use that facility. For the scope and further details of what is and is not included in the eSign Facility, including how to Use the eSign Facility, fair usage, and other specific limits on its use and storage which may apply depending on the level of your subscription, see sub-Clause 18.3 below and our “FAQs” here;
18.2.5 “eSign Third Party Conditions” means the conditions set out in our standard email to the eSign Third Party referred to in sub-Clause 18.3.3; and
18.2.6 “Use” means and includes use of the eSign Facility as set out in sub-Clause 18.3 and comprising signature by both the eSign User and the eSign Third Party of any document, communication of a link to a copy of that document so that it can be signed by each party to it, use of a link to access a copy of that signed document, storage of a copy of that signed document, and any other use or attempted use of the eSign Facility by the eSign User and the eSign Third Party, or the making of any arrangement or dealing between such eSign Third Party and an eSign User in connection with use or proposed use of the eSign Facility.
18.3 The eSign Facility is available to you on and subject to all of the eSign Terms, if and for so long as you subscribe for any Product(s). The eSign Facility allows (subject to the Notes below and the FAQs):
18.3.7 An eSign User and an eSign Third Party to add their electronic signatures to any compatible document that the eSign User has prepared (whether or not it is comprised of or based on any part of our Products);
18.3.8 The document to be signed by one party, either the eSign User or the eSign Third Party, and then by the other party;
18.3.9 The sending of a link to that document by email (containing the eSign Third Party Conditions) to an eSign Third Party with a request on behalf of the eSign User for the eSign Third Party to add their electronic signature to it and stating that any response or Use of the eSign Facility by the eSign Third Party will be deemed to be their acceptance of and agreement to the eSign Third Party Conditions;
18.3.10 For the eSign Third Party or eSign User to use a link to send that document signed by both parties to a storage facility maintained for us by Azure (or any other document storage provider that we appoint for that purpose from time to time) under an appropriate data processing agreement and for the signed document to be made available at any time via a link to the eSign User and the eSign Third Party;
18.3.11 For a link to a copy of the document signed by the eSign User and the eSign Third Party to be automatically emailed to the eSign User and the eSign Third Party as soon as it has been signed by both parties;
18.3.12 In the case of Premium and Premium Plus subscribers, signature of an unlimited number of documents (subject to fair usage – please refer to our FAQs). In the case of non-premium subscribers (i.e., one or more individual document folders), signature of up to 20 documents per year for each folder to which you subscribe;
18.3.13 Storage of documents up to the permitted capacities set out in our FAQs. Premium and Premium Plus subscribers have a storage limit of 1GB, subject to fair usage. Non-premium subscribers (i.e., one or more individual document folders) have a storage limit of 500MB, subject to fair usage; and
18.3.14 Storage of documents only for so long as your subscription continues, and it is subject to Notes “3” and “4” below.
NOTES:
1) The eSign Facility does not currently include witnessing of the eSign User’s or any eSign Third Party’s signature or any authentication of any signed document.
2) A request to an eSign Third Party to sign a document is automatically revoked 90 days after the eSign User sends that request if the document is not signed by both parties within that time.
3) During and after the period of your subscription, you should keep, and are solely responsible for keeping, your own copies and backups of all signed and stored documents.
4) We may, 90 days or more after expiry of your subscription, and without notice to you, permanently delete all documents that you have previously stored. Since we will not and cannot retain or recover any of those documents after deletion, you should, before expiry of your subscription, download and provide your own storage for all those documents that you wish to keep.
5) The “FAQs” here contain further details about the scope of the eSign Facility, automatic revocation of a request to sign a document, and limits on documents which may be signed and stored.
18.4 We make the eSign Facility available to an eSign User and permit it to be made available to an eSign Third Party by the eSign User without any express or implied representation, warranty, including in particular but without limitation, that:
18.4.15 Any signature will be authentic or legally valid;
18.4.16 Any signature of the document is not required to be witnessed;
18.4.17 Any signature of the document is not required to comply with any other legal formalities;
18.4.18 The document concerned will be enforceable; or
18.4.19 The eSign Facility will be fit for the eSign User’s or eSign Third Party’s intended or any other purpose.
18.5 In addition to an eSign User Using the eSign Facility, any other person or entity may Use the eSign Facility as an eSign Third Party on and subject to the eSign Third Party Conditions.
18.6 You accept and agree that we only allow an eSign Third Party to have access to and Use of the eSign Facility on condition that the eSign Third Party accepts that it will be strictly subject to the eSign Third Party Conditions. For that purpose:
18.6.20 The email that we send to the eSign Third Party will state that Use of the eSign Facility by them will be on that condition and the email will also set out the eSign Third Party Conditions; and
18.6.21 You undertake that, in any dealing or arrangement with an intended or actual eSign Third Party, you will expressly state that:
18.6.21.1 That condition will apply to the eSign Third Party;
18.6.21.2 Any Use by the eSign Third Party of the eSign Facility will be deemed to be the eSign Third Party’s acceptance of that condition; and
18.6.21.3 You, not we, will provide the eSign Facility to them.
18.7 In any dealing that you have with any actual or proposed eSign Third Party, you shall not:
18.7.22 Invite or allow a person who is a Consumer to become an eSign Third Party or otherwise to Use the eSign Facility except if it is in order for them to apply their electronic signature to a document prepared by you to which they will be a party;
18.7.23 Either represent to them that you act on our behalf or make any other representation about us;
18.7.24 Give any warranty or make any representation on our or your own behalf about any aspect of the eSign Facility, or deliberately incorrectly describe the eSign Facility;
18.7.25 Represent that we provide or have any obligation to them to provide them with the eSign Facility or any other service to that eSign Third Party; or
18.7.26 Do or state anything that does or might render us liable on any basis to the eSign Third Party.
18.8 Our Privacy Policy applies to eSign Third Parties as it applies to eSign Users and our email to eSign Third Parties will confirm that and will contain a link to that Privacy Policy.
18.9 To the extent that we and/or you are a data controller or data processor with respect to an eSign Third Party’s personal data, the relevant obligations and provisions of all applicable laws (including, but not limited to, the Data Protection Act 2018 and the UK GDPR) will apply to your and our collection, holding, and processing of that eSign Third Party’s data.
18.10 You acknowledge that:
18.10.27 As between you and any eSign Third Party, you do not and must not act on our behalf;
18.10.28 We do not control or otherwise have any involvement in an eSign Third Party’s Use of the eSign Facility;
18.10.29 We will not intervene in or be in any way involved in resolving any issue arising between you and any eSign Third Party, including (but not limited to) any issue about the eSign Facility;
18.10.30 Any issues relating to the eSign Facility (including, but not limited to, technical problems) shall only be dealt with between us and you directly; and
18.10.31 Neither you nor any eSign Third Party gives any consideration for Use of the eSign Facility, and we receive no benefit from your or any eSign Third Party Use of the eSign Facility.
18.11 We have no obligation, duty or liability in contract, tort (including negligence), or otherwise to you or any eSign Third Party in the event of either you or them being unable to access or Use the eSign Facility successfully or at all if there is any failure or non-availability of or defect in the eSign Facility.
18.12 You must indemnify us against and hold us harmless from any and all claims, demands, liabilities, losses, expenses, costs (including legal fees), and damages suffered by, incurred by, or awarded against us arising out of:
18.12.32 Any Use by you or your eSign Third Party of the eSign Facility, or your or your eSign Third Party’s inability to Use the eSign Facility, or any defect in or failure of the eSign Facility for any reason;
18.12.33 Any Use of, or reliance on, by you and/or your eSign Third Party of any document in relation to which the eSign Facility is Used;
18.12.34 Any dealing or arrangement between you and any eSign Third Party in relation to which the eSign Facility is Used; or
18.12.35 Any breach, in relation to the eSign Facility, by you of the eSign Terms or by your eSign Third Party of the eSign Third Party Conditions.
19. CLOUD DOCUMENT STORAGE TERMS
19.1 The following terms and conditions in this Clause 19 and the FAQs as amended from time to time, available here, all apply to you, in addition to Clauses 1-16 and, where applicable, Clause 17 (together “the Cloud Document Storage Terms”), if and when you make any use of the Cloud Document Storage facility. Your use of it will be deemed acceptance by you of all of those terms and conditions and the FAQs.
19.2 All references in this Clause 19 to “you” shall be taken to include any individual person within your organisation (not acting as a “Consumer” as defined in Clause 2) who uses Cloud Document Storage on your behalf, and you will be responsible for their compliance with, and any breach of, the Cloud Document Storage Terms by them.
19.3 “Cloud Document Storage” means the facility made available by us on the Cloud Document Storage Terms, allowing you to upload and store any documents, provided that they are not documents signed using the eSign Facility referred to in Clause 18. For the scope and further details of what is and is not included in the Cloud Document Storage facility, including how to use it, and limits on its use and storage, see our “FAQs” as amended from time to time, available here.
19.4 We make Cloud Document Storage available to you, without additional charge, as part of your subscription to any Product, on and subject to the following conditions:
19.4.1 Only for so long as that subscription continues;
19.4.2 During and after the period of your subscription, you should keep, and are solely responsible for keeping, your own copies and backups of all documents that you store in it;
19.4.3 We may, 90 days or more after expiry of your subscription, and without notice to you, permanently delete from it all documents that you have previously stored in it. Since we will not and cannot retain or recover any of those documents after such deletion, you should, before expiry of your subscription, download and provide your own storage for all those documents in it that you wish to keep;
19.4.4 Use of it is subject to any fair usage or other specific limits or other conditions set out in our FAQs or on the Website from time to time. The FAQs contain further details and scope of it. The FAQs are deemed to form part of this Clause 19 for this purpose;
19.4.5 It may be used to store any document (other than one excluded by Clause 19.3) solely for your own business purposes;
19.4.6 It may be used to upload and store your own documents (as permitted by Clause 19.4.5) but not any document on behalf of any third party;
19.4.7 You will be responsible for ensuring that all material that you upload to it complies with applicable law and does not infringe any third-party rights, and we do not accept any such responsibility;
19.4.8 We do not access, review, monitor or back up any document stored in it, except where required by law or for security or system maintenance, or to investigate suspected misuse;
19.4.9 We make it available without any express or implied representation, warranty, including in particular, but without limitation, as to security, availability, or integrity of any document stored, or as to any document being valid or enforceable, or that it will be fit for your intended or any other purpose; and
19.4.10 We may suspend or restrict it, or withdraw your access to it, at any time if we reasonably believe that your continued use of it would breach the Cloud Document Storage Terms or cause us any loss or damage or any operational, legal, or reputational risk or detriment.
19.5 Cloud Document Storage is maintained for us by Microsoft Azure (or any other cloud storage provider that we appoint for that purpose from time to time) under an appropriate data processing agreement.
19.6 To the extent that we and/or you are a data controller or data processor with respect to any personal data contained in any document that you upload, the relevant obligations and provisions of all applicable laws (including, but not limited to, the Data Protection Act 2018 and the UK GDPR) will apply to your and our collection, holding, and processing of such data.
19.7 We have no obligation, duty or liability in contract, tort (including negligence) or otherwise to you in the event of you being unable to access or use Cloud Document Storage successfully or at all, or if there is any failure or non-availability of or defect in Cloud Document Storage, or if there is any loss, corruption, unauthorised access to, or deletion of, documents stored, howsoever caused or occurring, and whether or not it is beyond our reasonable control.
19.8 You must indemnify us against and hold us harmless from any and all claims, demands, liabilities, losses, expenses, costs (including legal fees), and damages suffered by, incurred by, or awarded against us arising out of:
19.8 .1 Any use by you of Cloud Document Storage or your inability to use it, or any non-availability of it, or any defect in or failure of it for any reason;
19.8 .2 Any loss, corruption, unauthorised access to, or deletion of, documents stored in Cloud Document Storage;
19.8 .3 Any use of, or reliance on, by you of any document in relation to which Cloud Document Storage is used; or
19.8 .4 Any breach, in relation to Cloud Document Storage, by you of any of the Cloud Document Storage Terms.
