TERMS AND CONDITIONS
TERMS AND CONDITIONS
THESE TERMS AND CONDITIONS (“TERMS") SET OUT THE TERMS ON WHICH SIGN IN APP LIMITED (“SIGN
IN APP”, “US”, “WE”, “OUR”) PROVIDE YOU (“YOU”, “YOUR”) WITH ACCESS TO THE SIGN IN APP.
PLEASE READ THESE TERMS CAREFULLY AND ENSURE THAT YOU HAVE UNDERSTOOD THEM. BY CLICKING
ON THE BUTTON MARKED “SIGN UP” YOU WARRANT THAT YOU UNDERSTAND AND ACCEPT THESE TERMS. IF
YOU ARE ACCEPTING THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ACTING AS AN EMPLOYEE,
YOU WARRANT THAT YOU ARE AUTHORISED TO ENTER INTO LEGALLY BINDING CONTRACTS ON BEHALF OF
YOUR EMPLOYER. THE SAME RIGHTS, LIMITATIONS AND RESTRICTIONS APPLY TO YOUR EMPLOYER.
YOU AGREE THAT THESE TERMS ARE ENFORCEABLE AS IF THEY WERE A WRITTEN NEGOTIATED
AGREEMENT SIGNED BY YOUR EMPLOYER. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE CEASE
USE OF THE APP IMMEDIATELY.
- means together the Reception App and the Companion App;
- means the third party app-stores we may offer the Apps for download through;
- "Companion App"
- means the mobile application we make available to download and install onto a
Device from the App-Store (and which includes any updates, enhancements,
modifications or variations thereto) which we make available as part of the
- "Confirmation Email"
- shall have the meaning attributed in clause 3.4;
- means any and all data, files, documents, multimedia files, third party
links, images, videos, and any other information or material whatsoever
(in any format) made available by you, your or any Users (including any
content owned by a third party) in connection with the use of the Product
or otherwise accessed and/or processed using the Product;
- “Data Protection Laws”
- means as applicable and binding on you or us:
in the United Kingdom:
- the Data Protection Act 2018 and any laws or regulations
implementing Directive 95/46/EC (Data Protection Directive);
- the GDPR, and/or any corresponding or equivalent national laws or
- in member states of the European Union: the GDPR and all relevant
member state laws or regulations giving effect to or corresponding
with any of them;
- any applicable laws replacing, amending, extending, re-enacting or
consolidating any of the above Data Protection Laws from time to
- means the equipment and any hardware materials (including any devices) you
purchase from us and as set out in the Order;
- means as set out in the Order;
- “Free Trial”
- shall have the meaning attributed at clause 9.1;
- means the General Data Protection Regulations 2016/679;
- means the devices owned or leased by you or your Users to download and use the
Reception App, the Companion App or access the Management Portal;
- “Intellectual Property Rights”
- means all intellectual property rights throughout the world including without
limitation, (a) any right arising under any patent, copyright, trademark, trade
secret or other intellectual property law anywhere in the world; (b) all
software (including all related data), processes, methodologies, technologies,
algorithms, architectures, techniques, designs, reports, works of authorship,
video recordings, audio recordings, photographs, models, trade secrets, customer
and supplier lists, pricing and cost information, business and marketing plans
and proposals, trademarks, service marks, logos, business names, formulae,
ideas, inventions (including all patents, patent applications, patent
disclosures, and any reissuances, continuations, continuations-in-part,
revisions, and re-examinations thereof), discoveries, programmer interfaces,
specifications, operating instructions, know-how, drawings, concepts, notes,
manuals, documentation, training materials, and job aids, regardless of whether
intellectual property rights actually inhere in any such items; (c) any other
tangible or intangible items in which intellectual property rights may inhere;
and (d) all modifications, enhancements, translations, adaptations,
derivations/derivative works, and combinations of any of the foregoing, patents,
utility models, trade and service marks, trade names, domain names, right in
designs, copyrights, moral rights, topography rights, rights in databases, trade
secrets and know-how and in all cases whether or not registered or register able
and including registrations and applications for registration of any of these
and rights to apply for the same, and all rights and forms of protection of a
similar nature or having equivalent or similar effect to any of these anywhere
in the world;
- "Login Details”
- means the unique username and password required for all Users to access and use
- “Management Portal”
- means the administrative portal accessible with the Login Details on the
Website or through a Companion App through which a User may manage the Reception
- means an order in respect of a Subscription and/or Equipment that you submit to
us (whether via the Website or by e-mail) and which is accepted by us in
accordance with these Terms;
- means together the Reception App, Companion App and the Management Portal;
- “Protected Data”
- means personal data received by us from or on your behalf in connection with
the performance of our obligations under these Terms, excluding any personal
data received by us from you in relation to the entry and enforcement of these
- means to use, copy, compress, modify and transmit in order to provide you with
the Product and perform our obligations under these Terms;
- “Scope of Use”
- means your scope of use of the Product specified at clause 3.6, 4.2 and 4.3;
- shall mean a building in a single postal or zip code, or a group of buildings
that share the same postal or zip code and as more specifically identified in an
- “Reception App”
- means the mobile application forming part of Sign In App that we make available
to download and install onto a Device from the App-Store (and which includes any
updates, enhancements, modifications or variations thereto) and which is used to
interact with your Site(s) visitors during the signing in and out process;
- means another data processor engaged by us for carrying out processing
activities in respect of the Protected Data on your behalf;
- means a non-refundable right to use the Product for the Subscription Term at
the designated Site(s);
- means these terms and any terms contained within an Order;
- shall mean a person who you have permitted to access and use the Product
including your employees, representatives, consultants, contractors, agents, or
other third parties, provided they are acting for your benefit and on your
behalf, and who has been given the Login Details;
- shall mean https://signinapp.com/
INFORMATION ABOUT SIGN IN APP AND THE PRODUCT
The Product and Website are owned and managed by Sign In App Limited, a company
registered in England and Wales with the company registration number 08516772 and
having its registered address at 3a Green Lodge Barn, Nobottle, Northampton,
Northamptonshire, NN7 4HD.
REGISTRATION AND PLACING ORDER
- The Product consists of a Reception App that you must download from the
relevant App-Store onto your Device, and a Management Portal through which you
may manage your use of the App.
- In order to access and use the Product you shall be required to purchase a
Subscription by submitting an Order to us (via the Website or by e-mail). By
submitting your Order, you consent to us conducting verification and security
procedures in respect of the information provided in the Order.
- Upon the submission of the Order you will have the option to (i) make payment
for the Fees on the Website, or (ii) be sent an invoice for the Fees, payable in
accordance with clause 9.4.
- On our acceptance of your first Order, you shall be sent an email
(“Confirmation Email”) confirming your registration with us and your Login
Details. Further Confirmation Emails shall be sent on our acceptance of any
subsequent Orders you send to us.
- You hereby warrant that the information provided by you is true, accurate and
correct. You further warrant that you shall promptly notify us in the event of
any changes to such information provided.
- Each Order will specify your Scope of Use for the applicable Product, which may
include: (a) number and type of Users; (b) storage or capacity of Content; (c)
numbers of Devices, licenses, copies or instances; (d) number of Site(s) or (e)
- You may only use the Reception App for the purposes of the Site(s) you have
designated in your Order for which you have paid the required Fees. You may
increase the number of Sites by placing a new Order and must pay the applicable
Fees for the increased number of Sites.
USING THE PRODUCT
- Subject to these Terms, we grant you a non-exclusive, non-transferable (without
a right to sub-licence) license to install and use the Reception App referred to
in your Order during the applicable Subscription Term, in accordance with these
Terms and the applicable Scope of Use.
- Subject to these Terms, we grant you a non-exclusive, non-transferable (without
a right to sub-licence) license to install and use the Companion App during the
applicable Subscription Term for the purpose of accessing and managing your use
of the Reception App alongside the Management Portal.
- Unless otherwise specified in your Order, for each Site that you purchase, you
may install one production instance of the Reception App on multiple Devices
owned or operated by you (or your third party service providers so long as you
remain responsible for their compliance with these Terms), provided that such
Devices shall operate within the Site in accordance with clause 3.7.
- You shall not, and shall procure that Users shall not, except as expressly
permitted in these Terms (i) modify, translate, create or attempt to create
derivative copies of or copy the App in whole or in part; (ii) reverse engineer,
decompile, disassemble or otherwise reduce the object code of the Apps to source
code form; (iii) distribute, sub-licence, assign, share, timeshare, sell, rent,
lease, transmit, grant a security interest in or otherwise transfer the Product
or your right to use the Apps.
- The App may include code and libraries licensed to us by third parties,
including open source software. Open source software may be used according to
the terms and conditions of the specific licence under which the relevant
open-source software is distributed, but is provided "as is" and expressly
subject to the disclaimer in clause 10.5.
- You are responsible for ensuring that any Content is not deemed to be offensive,
illegal, inappropriate or that in any way:
- promotes racism, bigotry, hatred or physical harm of any kind against any
group or individual;
- harasses or advocates harassment of another person;
- displays pornographic or sexually explicit material;
- promotes any conduct that is abusive, threatening, obscene, defamatory or
- promotes any illegal activities;
- provides instructional information about illegal activities, including
violating someone else’s privacy or providing or creating computer viruses;
- promotes or contain information that you know or believe to be inaccurate,
false or misleading;
- engages in the promotion of contests, sweepstakes and pyramid schemes,
without our prior written consent;
- contains any virus or other thing or device which may prevent, impair or
otherwise adversely affect the operation of the Website; or
- infringes any Intellectual Property Rights or any other proprietary rights
of any third party.
- You hereby grant, and procure that any User grants, to us a non-exclusive,
worldwide royalty free licence to use the Content and all other materials
submitted by you or any User for the Purpose., and to aggregate and anonymise
such materials solely for the purpose of producing reports of usage trends of
- You acknowledge that the Product does not verify the rights and restrictions
applicable to any Content. Where you do not own the Content, you are solely
responsible for checking the relevant licence rights and restrictions applicable
to any Content. We shall not be liable to you for any losses, damages, costs or
expenses incurred by you arising out of or in connection with your use of any
Content through the Product.
- You warrant and represent:
- that you own, are licensed or otherwise have a right to use any and all
the Intellectual Property Rights in any Content;
- the Content does not and will not contravene or breach any applicable
law, regulation code of practice or directive; and
- the Content and its use through the Product does not and will not
infringe any right, title or interest (including any Intellectual
Property Rights) of any third party.
- You further agree that at all times, you shall, and procure that any User
- not use Login Details with the intent of impersonating another
- not allow any other person other than a User to use your Login
- not do anything likely to impair, interfere with or damage or cause
harm or distress to any persons using the Product;
- not use the Product, the content therein and/or do anything that will
infringe any intellectual property right or other rights of any third
- not use any information obtained using the Product otherwise than in
accordance with these Terms;
- comply with all our instructions and policies from time to time in
respect of the Website and your use of the Product;
- co-operate with any reasonable security or other checks or requests for
information made by us from time to time; and
- use the information made available to you using the Product and on the
Website at your own risk.
- You shall:
- promptly notify us in the event of a breach of security or any
unauthorised use of the Login Details;
- ensure all Users keep confidential the Login Details;
- be liable for all access to and use of the Product whether authorised
by you or not.
- You shall keep, and procure that all Users keep, any Login Details confidential
and secure. Without prejudice to our other rights and remedies, we reserve the
right to promptly disable your Login Details and suspend your access and use of
the Product in the event we have any reason to believe that any User has
breached any of the provisions set out herein.
- You acknowledge that you shall be responsible for all use of the Product by
Users and shall ensure that these Terms are brought to the attention of all
Users. You shall be liable for breach of these Terms by a User as if it were a
breach by you. We reserve the right to suspend the access of any User we
believe, acting reasonably, is not using a Product for your benefit and on your
- We shall use reasonable endeavours to make the Management Portal available to
you and the Users at all times, but we cannot guarantee an uninterrupted or
fault free service.
- Our ability to provide the Product may be impaired by conditions or
circumstances that are beyond our control, including, without limitation third
party service providers, App-Store availability, geographic or atmospheric
conditions, local physical obstructions, software and hardware features or
functionality of your Devices, personal computer, operating system and the
number of other Users logging onto the Product at the same time. We shall take
reasonable action to minimise the disruption caused by such circumstances but
you acknowledge, agree and accept that some such interruptions may not be
- We use industry standard security measures to protect against the loss, misuse
and alteration of the information, data, and/or content handled by our
Management Portal. However, you acknowledge and agree that we cannot guarantee
complete security of such information, data, and/or content or that our security
measures will prevent hacks, worms, bugs, trojans or such other similar devices
that may allow access to or unauthorised viewing of such information, data,
- There may be storage limits associated with the Management Portal. Where
applicable, these limits may be described in the services descriptions on our
Website. We reserve the right to charge for additional storage or fees at the
rates specified on our Website. We may impose new, or may modify existing,
storage limits for the Product at any time in our discretion, with or without
notice to you.
- We reserve the right to make changes to the Product or part thereof, from time
to time at our sole discretion, and we may from time to time update, add,
remove, modify and/or vary any features or functionalities of the Product. Such
changes shall not however, remove any material element of functionality
previously available as part of the Product.
You acknowledge and agree that:
- We are in no way linked, connected or affiliated with any App-Store
- You acknowledge that You will not be able to access and use certain
functionalities of the Apps unless You have internet access. All traffic
charges or access charges incurred due to the use of the Apps are
subject to Your agreed terms with Your mobile network provider, and We
shall not be liable for data traffic charges incurred by You, either in
full or in part;
- Your App-Store shall not bear any responsibility or liability
whatsoever in relation to sale, distribution, functionality,
accessibility, performance or non-performance of the Apps;
- Your App-Store provider is a third party beneficiary in respect of this
clause and accordingly has the right to enforce the provisions of this
- We are solely responsible for providing any support and maintenance in
respect of the Apps; and
- You will comply with any third party terms and conditions which may be
applicable from time to time in relation to Your use of the Apps.
Further, where You have obtained the Apps from the Apple iOS App-Store,
You acknowledge and agree that:
- You are not located in a country that is subject to a US Government
embargo or that has been designated by the US Government as a ‘terrorist
- You are not listed on any US Government list of prohibited or
- these Terms are concluded between You and Us and accordingly Apple is
not a party to these Terms;
- Apple has no obligation to provide any maintenance and support services
in respect of the Apps;
- Apple has no responsibility to address any claims by You or any third
party whatsoever with respect to the Apps;
- Apple shall not be responsible for any claims made by any third party
that the Apps infringe any third party intellectual property rights; and
- ‘AppStore’ and ‘Apple’ are trade marks of Apple Inc.
- This section will apply where you have included the purchase of
Equipment in your Order.
- Risk in the Equipment shall pass to you on delivery.
- Title to the Equipment shall pass to you once we have received payment
in full and cleared funds of the Fees. Until title to the Equipment has
passed to you, you shall:
- hold the Equipment as bailee for Sign In App;
- take all reasonable care of the Equipment and keep them in the
condition in which they were delivered;
- insure the Equipment for an amount at least equal to the price
(as indicated in the Order); and
- not remove or alter any mark on or packaging of the
- We warrant that the Equipment shall, for a period of seven (7) days
from the delivery of the Equipment to you (“Warranty Period”), be free
of defects. We shall at our option, repair, replace or refund the
relevant proportion of the Fee paid by you in respect of the Equipment,
provided always that we receive written notice of any defect from you
within the Warranty Period.
- Notwithstanding clause 6.4, we:
- Expressly exclude our liability whether in contract or tort in
relation to the Equipment under clause 10.7 of these Terms.
- Shall not be liable for any failure or defect of the Equipment
where such failure or defect arises by reason of wear and tear,
wilful damage, negligence or by your failure to comply with any
instructions in relation to the Equipment including any
instructions on installation, operation, storage or maintenance.
- On expiry of the Warranty Period, we will at no additional cost,
absolutely assign to you the benefit of all warranties about the
Equipment made to us by the supplier of the Equipment, the manufacturer
of the Equipment or any other person.
- We shall provide telephone and email support services 24 hours a day,
Monday to Friday, such business hours to exclude public holidays. For
Critical issues we offer 24x7 support.
- When seeking support you shall use your best and reasonable endeavours
to provide the fullest information possible to assist us in diagnosing
any faults in either the Product or the Equipment.
- Our support obligations and commitments in this clause 7 do not apply
to software, equipment or services not purchased via and managed by us.
- Additionally, our support obligations and commitments in this clause 7
do not apply when:
- The problem has been caused by using equipment, software or
service(s) in a way that is not recommended.
- You have made unauthorised changes to the configuration or set
up of affected equipment, software or services.
- The issue has been caused by unsupported equipment, software or
Support can be sought via the following contact channels:
|Contact Method ||Description|
|Email – firstname.lastname@example.org ||Emailed requests to the helpdesk will automatically create
a new request (ticket).|
|Telephone - +44 333 016 3551 ||The Service Desk support team can be contacted via telephone
for new requests or to discuss existing requests.|
|Online chat ||Via the Sign In App website|
- The response time measures how long it takes us to respond to a support
request raised via the above channels.
- We are deemed to have responded when we have replied to your initial
request. This may be in the form of an email or telephone call, to
either provide a solution or request further information.
|Problem Category ||Problem Description ||Response Time|
|Critical ||A problem which would make the system inoperable or
unworkable for all Sign In App Customers.
||1 working hours|
|Severe ||A problem which would make the system operationally
inconvenient in use ||2 working hours|
|Medium ||A problem which is inconvenient but does not reduce the
system's operational capacity
||8 working hours|
|Minor ||A problem of a minor nature ||1 week|
- We will always endeavour to resolve problems as swiftly as possible. We
recognise that your systems are key to your business. However, we are
unable to provide guaranteed resolution times. This is because the
nature and causes of problems can vary enormously. In all cases, we will
make our best efforts to resolve problems as quickly as possible and
will also provide frequent progress reports to the client.
- Sign In App had an uptime of 99.99% during 2019.
DURATION AND TERMINATION OF YOUR ORDERS
- The term of your Subscription shall be for a period of 12 months (“Subscription
Term”) commencing on the date specified in the Order and shall automatically
renew for equivalent Subscription Terms, provided that neither you nor us shall
have given notice of termination 30 days prior to the end of the initial
Subscription Term or any renewal Subscription Term, or unless terminated in
accordance with these Terms.
- We may suspend or terminate all or any part of your Order(s) immediately on
notice to you in the event that:
and for the avoidance of doubt, no Fees shall be refunded to you in the event
of termination by us in accordance with the foregoing.
- you fail to comply with one or more of these Terms;
- we believe that there has been fraudulent use, misuse or abuse of
features and functionalities of any of our Product (in whole or in
- we believe that you have provided us with any false, inaccurate or
- Either party may terminate this Agreement (including all related Orders) if the
other party (a) fails to cure any material breach of this Agreement within
thirty (30) days after written notice; (b) ceases operation without a successor;
or (c) seeks protection under any bankruptcy, receivership, trust deed,
creditors’ arrangement, composition or comparable proceeding, or if any such
proceeding is instituted against that party (and not dismissed within sixty (60)
days thereafter); (d) if we elect to discontinue providing the Product, in whole
or in part; or (e) if we fail to deliver the Product or Equipment as the case
may be within ten (10) days of Order.
- Upon termination of a Subscription, your and any User’s access to the Product
shall cease and any Content will no longer be accessible through the Product. We
offer an archiving service, at no additional cost, and will retain copies of
your Content and/or other data (but not including any Protected Data, which
shall be retained only in accordance with the provisions of the Data Protection
Addendum attached hereto) made available through the Product for a period as
selected by you using the option in the Management Portal from the date of
FEES AND PAYMENT
- All Fees are payable in advance and are non-refundable, save as expressly
stated in these Terms.
- A notice of renewal will be sent to your e-mail at least one (1) month from the
end of each Subscription Term notifying you that your Subscription is due to
renew for an additional Subscription Term.
- You shall notify us immediately in the event you cease to comply with any of
the restrictions applicable to your then current Order. In the event we receive
your notice, or we deem acting reasonably that you have exceeded the
restrictions of your Order, we reserve the right to change your Order, which may
result in additional Fees being payable by you. We reserve the right to deduct
such Fees from your original method of payment or invoice you for the additional
- Any invoices are payable within fourteen (14) days of the invoice date. If we
do not receive your payment by the applicable due date, we reserve the right to
withhold access and/or terminate your Order(s).
- We reserve the right to increase the Fees at any time on notice to you, which
shall take effect from the start of the next Subscription Term (should you
choose to renew your Subscription in accordance with clause 8.2) following the
Subscription Term in which we gave notice to you.
- All Fees payable hereunder are exclusive of VAT or other sales tax, which will
be added at the applicable rate.
- We may offer you a one-time free trial for such period set out on the Website
from time to time, during which you can try out a Product for free (“Free
Trial”). You acknowledge that during any Free Trial, the applicable Product may
have certain restrictions and limited functionality.
- On expiry of the Free Trial, you will receive an e-mail from us and will have
the option to either (i) continue access to the Product by submitting an Order
for a Subscription; or (ii) cease access to and use of the Product.
- We reserve the right to modify, cancel and/or limit any Free Trial offer at any
- If you choose not to continue use of a Product after the Free Trial, you
acknowledge and agree that all Content shall no longer be accessible through the
Product on expiry of the Free Trial.
- You understand that any pre-release and beta products we make available (“Beta
Versions”) are still under development, may be inoperable or incomplete and are
likely to contain more errors and bugs than generally available Products. We
make no promises that any Beta Versions will ever be made generally available.
In some circumstances, we may charge a fee in order to allow you to access Beta
Versions, but the Beta Versions will still remain subject to this clause 9. All
information regarding the characteristics, features or performance of Beta
Versions constitutes our Confidential Information. To the maximum extent
permitted by applicable law, we disclaim all obligations or liabilities with
respect to Free Trials.
EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY
- You hereby warrant that (a) all users with administrative access to the
Management Portal are at least 18 years old; (b) you have the right and capacity
to enter into and be bound by these Terms; and (c) you shall comply with all
applicable laws regarding the use of the Product.
- The Management Portal should not be used as a back-up facility. The Management
Portal allows you to set retention periods for and download Content and
Protected Data stored on the Product and you should ensure that you and the
Users have adequate back-up facilities for any Content and we shall not be
liable for any losses or damages incurred by you or any Users arising out of or
in connection with your failure to implement adequate back-up facilities in
respect of any Content.
- Links to third party websites may appear on the Website from time to time. Such
third party websites are not our responsibility and we accept no liability for
the availability, suitability, reliability or content of such third party
websites and third party software.
- No oral or written information or advice given by us shall or shall be deemed
to create a warranty. We do not warrant or represent that any specific results
will be produced by the Product, nor do we guarantee that the Product will be
- All warranties, representations, guarantees, conditions and terms other than
those expressly set out herein whether express or implied by statute, common
law, trade usage or otherwise, and whether written or oral are hereby expressly
excluded to the fullest extent permissible by law. Consequently all information,
advice, suggestions and recommendations made available to you are provided to
you on an “as is” basis.
- Nothing in these Terms shall be deemed to exclude, restrict or limit liability
for the following categories:
- death or personal injury resulting from negligence; or
- any liability for fraudulent misrepresentation.
Subject to clause 11.6, we shall not be responsible for any:
whether such losses, damages, costs and expenses resulted from your or our
negligence, failure to comply with these Terms or otherwise.
- loss of profits, sales, business, or revenue;
- loss or corruption of data, information or software;
- loss of business opportunity;
- loss of anticipated savings;
- loss of goodwill; or
- special, indirect or consequential loss,
- You shall, to the maximum extent permitted by law, but subject to clause 11.10,
indemnify, defend and hold Sign In App harmless for any and all losses in
respect of, arising from, or asserted in, any demand, or any civil, criminal,
administrative, or investigative claim or proceeding commenced or threatened by
any third party (a “Third Party Claim”) against Sign In App arising or resulting
from (a) a wilful breach of obligations hereunder by you (b), the use of the
Product in a manner not permitted by these Terms, or, (c) your infringement or
misappropriation of, or any other violation of, a third party’s Intellectual
- We shall, to the maximum extent permitted by law, but subject to clause 11.10,
indemnify, defend and hold you harmless for any and all losses in respect of,
arising from any Third Party Claim against you arising or resulting from (a) the
gross negligence or wilful misconduct of Sign In App in the performance of our
obligations under these Terms, (b) a wilful breach of our obligations hereunder
or, (c) our infringement or misappropriation of, or any other violation of, a
third party’s Intellectual Property Rights.
- Except in connection with (a) a party’s breach, violation, infringement or
misappropriation of (i) the other party’s Intellectual Property Rights, (ii) a
third party’s intellectual property rights or (iii) it’s confidentiality
obligations under clause 15; (b) a breach of any party’s data protection
obligations under the Data Processing Addendum, or (c) your liability for your
payment obligations hereunder, the total amount of either party’s liability to
the other party per claim or series of related claims shall not exceed the Fees
paid by you to us in the twelve (12) month period immediately preceding the
month in which the claim arose (provided that all claims arising from the same
or substantially the same circumstances will be treated as one, and will be
treated as arising on the date on which the first such claim arose).
INTELLECTUAL PROPERTY RIGHTS
- We and/or our licensors own all rights in the Intellectual Property Rights
relating to the Product and the Website. All right, title and interest in and to
the Product and the Website will remain exclusively with us and/or our
- You are expressly prohibited from:
- reproducing, copying, editing, transmitting, uploading or incorporating
into any other materials, any of the Product or the Website; and
- removing, modifying, altering or using any registered or unregistered
marks/logos/design owned by us and/or its licensors, and doing anything
which may be seen to take unfair advantage of our reputation and
goodwill or could be considered an infringement of any of the rights in
the Intellectual Property Rights owned by and/or licensed to us.
- You and/or your licensors own all rights in the Intellectual Property Rights
relating to the Content. All right, title and interest in and to the Content
will remain exclusively with you and/or your licensors.
- Save where expressly permitted under these Terms, we are expressly prohibited
- reproducing, copying, editing, transmitting, uploading or incorporating
into any other materials, any of the Content; and
- removing, modifying, altering or using any registered or unregistered
marks/logos/design owned by you and/or your licensors, and doing
anything which may be seen to take unfair advantage of your reputation
and goodwill or could be considered an infringement of any of the rights
in the Intellectual Property Rights owned by and/or licensed to you.
- From time to time, you may choose to submit comments, information, questions,
data, ideas, description of processes, or other information to us, (“Feedback”).
We may in connection with the Product freely use, copy, disclose, license,
distribute and exploit any Feedback in any manner without any obligation,
royalty or restriction based on intellectual property rights or otherwise. No
Feedback will be considered your Confidential Information, and nothing in these
Terms limits our right to independently use, develop, evaluate, or market
products, whether incorporating Feedback or otherwise.
The terms applicable to the processing of Protected Data are set out in the EEA Data
Processing Addendum attached hereto as Appendix 1.
VIRUSES, HACKING AND OTHER OFFENCES
- You will not, and procure that the User will not, misuse the Website by
knowingly introducing viruses, trojans, worms, logic bombs or other material
which is malicious or technologically harmful. You must not attempt to gain
unauthorised access to the Website, the server on which the Website is stored or
any server, computer or database connected to our Website. You must not attack
the Website via a denial-of-service attack or a distributed denial-of service
- By breaching this provision, you would commit a criminal offence under the
Computer Misuse Act 1990. We will report any such breach to the relevant law
enforcement authorities and will co-operate with those authorities by disclosing
your identity to them. In the event of such a breach, your right, together with
any User’s right, to use the Website will cease immediately.
- We will not be liable for any loss or damage caused by a distributed
denial-of-service attack, viruses or other technologically harmful material that
may infect your computer equipment, computer programs, data or other proprietary
material due to your, or any User’s, use of the Website or to your, or any User
downloading of any material posted on it, or on any website linked to it.
PUBLICITY AND MARKETING
- Subject to your prior written approval, we may in any of our marketing material
refer to you as our customer and refer to the type of services that we have
provided to you.
- Subject to your prior written approval, we may publish and circulate a case
study describing the Product supplied by us to you, including aggregate figures
relating to your use of the Product and the benefits it has brought to your
business (for use by us as a marketing tool).
- Unless otherwise set out to the contrary in these Terms, each party (the "Receiving
Party") shall keep confidential all information and documentation disclosed by the other
party (the "Disclosing Party") to the Receiving Party or of which the Receiving Party
becomes aware which in each case relates to any operations, products, processes,
dealings, trade secrets or the business of the Disclosing Party or which is identified
by the Disclosing Party as confidential ("Confidential Information") and will not use
any Confidential Information for any purpose other than the performance of its
obligations under these Terms (and where we are a Receiving Party, to include for the
purpose of improving performance of the Product). Other than to its employees and
sub-contractors to the extent that it is reasonably necessary for the purpose of
performing its obligations under these Terms, the Receiving Party shall not disclose
Confidential Information to any third party without the prior written consent of the
- The obligations contained in clause 16.1 shall not apply to any Confidential
Information which is:
- in the public domain other than through breach of these Terms by the Receiving Party;
- furnished to the Receiving Party without restriction by a third party having a bona
fide right to do so;
- required to be disclosed by the Receiving Party by law or regulatory requirements of
any stock exchange, provided that the Receiving Party shall give the Disclosing Party as
much notice as reasonably practicable of the requirement for such disclosure.
- If either party is prevented or delayed from performing any of its obligations
under these Terms by acts of God, war, hostilities, riot, fire, explosion,
accident, flood, sabotage, lack of adequate power or labour, strike, lock-out or
injunction, compliance with governmental laws, regulations or orders or any
other cause which affects performance of these Terms arising from or
attributable to acts, events, omissions or accidents beyond the reasonable
control of the party affected (“Force Majeure”) its obligations under these
Terms shall be suspended for so long as the Force Majeure continues and to the
extent that that party is so prevented, hindered or delayed. If any Force
Majeure prevails for a continuous period in excess of 30 days, either party
shall be entitled to terminate these Terms in its entirety or in part by giving
notice in writing to the other party.
- If we fail at any time to insist upon strict performance of our obligations
under these Terms, or if we fail to exercise any of the rights or remedies to
which we are entitled to under these Terms, this will not constitute a waiver of
any such rights or remedies and shall not relieve you from compliance with such
- You shall comply with all foreign and local laws and regulations which apply to
your use of the Product in whatever country you are physically located,
including without limitation, export control laws and regulations.
- Neither party will be responsible for delays resulting from circumstances
beyond the reasonable control of such party, provided that the nonperforming
party uses reasonable efforts to avoid or remove such causes of non-performance
and continues performance hereunder with reasonable dispatch whenever such
causes are removed.
- A waiver by us of any default shall not constitute a waiver of any subsequent
- No waiver by us of any of the Terms shall be effective unless it is expressly
stated to be a waiver and is communicated to you in writing.
- All notification and communication should be sent to the contact details set
out in clause 18 below (in the case of Sign In App) or the contact details given
by you in the online registration form on the Website. A notice or communication
is deemed given: (i) if delivered personally, when left at the relevant party’s
address; (ii) if sent by post, two working days after posting it; (iii) if sent
by e-mail on completion of its transmission.
- If any of these Terms are determined by any competent authority to be invalid,
unlawful or unenforceable to any extent, such term, condition or provision will
to that extent, be severed from the remaining terms, conditions and provisions
which shall continue to be valid to the fullest extent permitted by law.
- These Terms represent the entire agreement between you and us in respect of
your use of the Website and the Product and shall supersede any prior agreement,
understanding or arrangement between us, whether oral or in writing.
- You acknowledge that in entering into these Terms, you have not relied on any
representations, undertaking or promise given by or implied from anything said
or written whether on the Website, the Internet or in negotiation between us
(whether made innocently or negligently) except as expressly set out in these
- Except as provided in clause 5.1.4, a person who is not a party to this
agreement shall not have any rights under the Contracts (Rights of Third
Parties) Act 1999 to enforce any of the provisions of this agreement.
- These Terms are governed by and construed in accordance with English law. The
Courts of England shall have exclusive jurisdiction over any disputes arising
out of these Terms.
- We may alter or amend these Terms by giving reasonable notice on our Website.
By continuing (or Users continuing) to use the Product after expiry of the
notice period, you will be deemed to have accepted any amendment to these Terms.
Please direct any queries about these Terms (preferably by email) to: email@example.com
EEA DATA PROTECTION ADDENDUM
SCOPE AND APPLICABILITY
- The terms of this EEA Data Protection Addendum (this “Addendum”) apply to all
processing of Protected Data carried out for the data controller by the data
processor and to all Protected Data held by the data processor in relation to
- In relation to the processing of Protected Data on your behalf, you and Sign In
App acknowledge and agree that:
- you are the data controller; and
- Sign In App is the data processor;
in relation to the processing.
- When used in this Addendum, the following terms shall have the same meaning as
in the Data Protection Laws: (i) personal data; (ii) data controller; (iii) data
processor; (iv) data subject; (v) process and processing; (vi) supervisory
- We have appointed a Data Protection Officer in accordance with Article 37 of
the GDPR whose details are as follows:
- Name: Nicola Harding
- Email address: firstname.lastname@example.org
DATA PROTECTION COMPLIANCE
- We shall process your Protected Data in compliance with the obligations of data
processors under Data Protection Laws in respect of the performance of our
obligations under this Addendum.
- You shall comply with all Data Protection Laws in connection with the
collection, storage and processing of your Protected Data (which shall include
you providing all of the required fair processing information to, and obtaining
all necessary consents from, data subjects), and the exercise and performance of
your respective rights and obligations under this Addendum, including all
instructions given by you to us and maintaining all relevant regulatory
registrations and notifications as required under Data Protection Laws.
- In relation to the processing of Protected Data under these Terms, we shall:
- process your Protected Data only on and in accordance with your
documented instructions as set out in this Addendum (as updated from
time to time by agreement between the parties), unless required to do so
by applicable law; in such a case, we shall inform you of that legal
requirement before processing, unless that law prohibits such
information on important grounds of public interest;
- ensure that persons authorised to process the Protected Data have
committed themselves to confidentiality or are under an appropriate
statutory obligation of confidentiality;
- shall implement and maintain appropriate technical and organisational
measures in relation to the processing of Protected Data as set out in
acknowledge that you are satisfied that our processing operations and
for the purposes for which you propose to use our services and engage us
to process the personal data;
- promptly comply with any request from you requiring us to amend,
transfer, delete or otherwise dispose of the Protected Data;
- transfer all Protected Data to the you on request in the formats, at
the times, and in compliance with your written instructions
- promptly notify you if we receive a subject access request from a data
subject or any other complaint or request relating to the processing of
- cooperate fully with you and assist as required in relation to any
subject access request, complaint, or other request, including by:
- providing you with full details of the complaint or request;
- providing the necessary information and assistance in order to
comply with a subject access request;
- providing you with any Protected Data we hold in relation to a
data subject (within the timescales required by you); and
- providing you with any other information requested.
- assist you in ensuring compliance with the obligations pursuant to
Articles 32 to 36 of GDPR, taking into account the nature of processing
and the information available to us and only in the event you cannot
reasonably be expected to comply with the requirements of Articles 32-36
without our information and/or assistance; (e.g. you do not possess or
otherwise have access to the information requested). We may charge our
reasonable costs on a time and materials basis in providing you with
such assistance to you;
- allow you to set retention periods for the storage of the Protected
Data on our database, and to delete any Protected Data via the
Management Portal, provided always that we will continue to store any
deleted Protected Data for a further fourteen (14) days from deletion
for the purposes of facilitating back-ups of the Protected Data. You may
at your choice, request the deletion of the deleted Protected Data in
writing before the expiry of the fourteen (14) days;
- provide storage service, at no additional cost, in respect of the
Protected Data held within our database on your behalf. This storage
service shall continue for one (1) year after the date of termination of
the Subscription. Thereafter, we may terminate the storage service at
any time without notice or you may terminate the storage service by
notifying us. You may at your choice request deletion or return of all
Protected Data to you after the end of the Subscription Term until the
termination of the storage service. Where you have not deleted Protected
Data via the Management Portal prior to expiry of the Subscription Term,
or where you have not requested the deletion or return of the Protected
Data, we will delete all personal data and existing copies unless
otherwise required by applicable law after the expiry of the storage
- make available to you all information necessary to demonstrate
compliance with the obligations laid down in Article 28(3) and allow for
and contribute to audits, including inspections, conducted by you or
another auditor mandated by you provided: (i) you give us at least 7
days prior notice of an audit or inspection being required; (ii) you
give us a reasonable period of time to comply with any information
request; (iii) ensuring that all information obtained or generated by
you or your auditor(s) in connection with such information requests,
inspections and audits is kept strictly confidential; (iv) ensuring that
such audit or inspection is undertaken during normal business hours,
with minimal disruption to our business; (v) no more than one audit and
one information request is permitted per calendar year; and (vi) paying
our reasonable costs for assisting with the provision of information and
allowing for and contributing to inspections and audits.
- we shall take reasonable steps to ensure the reliability of anyone who
we allow to have access to your Protected Data, ensuring in each case
that access is limited to those individuals who need to know / access
the relevant Protected Data, as necessary for the purposes of the Terms;
- we shall notify you without undue delay and if possible within 24 hours
upon us or any sub-processor becoming aware of a personal data breach
affecting your Protected Data, providing you with sufficient information
to allow you to meet any obligations to report or inform data subjects
of the personal data breach.
- You hereby give us consent to engage Sub-processors for processing of Protected
Data on your behalf. We shall inform you before transferring any Protected Data
to a new Sub-processor. Following receipt of such information you shall notify
us if you object to the new Sub-processor. If you do not object to the
Sub-processor within seven calendar days of receiving the information, you shall
be deemed to have accepted the Sub-processor. If you have raised a reasonable
objection to the new Sub-processor, and the parties have failed to agree on a
solution within reasonable time, you shall have the right to terminate these
Terms with a notice period determined by you, without prejudice to any other
remedies available under law or contract. During the notice period, we shall not
transfer any Protected Data to the Sub-processor.
- We shall enter into appropriate written agreements with all of its
Sub-processors on terms substantially similar to these Terms. We shall remain
primarily liable to you for the performance or non-performance of the
- Upon your request, we are obliged to provide information regarding any
Sub-processor, including name, address and the processing carried out by the
- We will not transfer your Protected Data to a country outside of the European
Union which is not recognised by the European Commission to have an adequate
level of protection in accordance with Data Protection Law unless the transfer
by us of your Protected Data is effected by such legally enforceable
mechanism(s) for transfers of Protected Data as may be permitted under Data
Protection Laws from time to time.
DATA PROTECTION PARTICULARS:
- Unless otherwise specified in an Order:
- Scope of processing.
We shall process personal data exclusively within the scope of the
provision of the Product.
- Purpose of the processing.
We shall process personal data only for the purposes of enabling you to
use and obtain the benefit of the Product we provide under these Terms.
- Categories of data subjects.
Any data subject whose details are entered into the Management
- Types of personal data.
Name, E-mail Address, Company, Job Title, Car Registration Details and
any other types of personal data determined and controlled by you in
your sole discretion.
- Processing activities.
Recording, storing, accessing and deleting
- Duration of the processing.
Personal data shall not be processed for a period longer than is
necessary for serving its purpose.
LIABILITY AND INDEMNITY
- The Data Controller shall be liable for, and shall indemnify (and keep
indemnified) the Data Processor in respect of any and all action, proceeding,
liability, cost, claim, loss, expense (including reasonable legal fees and
payments on a solicitor and client basis), or demand suffered or incurred by,
awarded against, or agreed to be paid by, the Data Processor and any
Sub-Processor arising directly or in connection with:
except to the extent that the Data Processor or Sub-Processor is liable under sub-Clause 4.2 of this Addendum.
- any non-compliance by the Data Controller with the GDPR or other
- any Personal Data processing carried out by the Data Processor or
Sub-Processor in accordance with instructions given by the Data
Controller that infringe the GDPR or other applicable legislation; or
- any breach by the Data Controller of its obligations under this
- The Data Processor shall be liable for, and shall indemnify (and keep
indemnified) the Data Controller in respect of any and all action, proceeding,
liability, cost, claim, loss, expense (including reasonable legal fees and
payments on a solicitor and client basis), or demand suffered or incurred by,
awarded against, or agreed to be paid by, the Data Controller arising directly
or in connection with the Data Processor’s Personal Data processing activities
that are subject to this Addendum:
- only to the extent that the same results from the Data Processor’s or a
Sub-Processor’s breach of this Addendum; and
- not to the extent that the same is or are contributed to by any breach
of this Addendum by the Data Controller.
- The Data Controller shall not be entitled to claim back from the Data Processor
or Sub-Processor any sums paid in compensation by the Data Controller in respect
of any damage to the extent that the Data Controller is liable to indemnify the
Data Processor or Sub-Processor under sub-Clause 4.1 of this Addendum.
- Nothing in this Addendum (and in particular, this Clause 4) shall relieve
either Party of, or otherwise affect, the liability of either Party to any data
subject, or for any other breach of that Party’s direct obligations under the
GDPR. Furthermore, the Data Processor hereby acknowledges that it shall remain
subject to the authority of the ICO and shall co-operate fully therewith, as
required, and that failure to comply with its obligations as a data processor
under the GDPR may render it subject to the fines, penalties, and compensation
requirements set out in the GDPR.
INTELLECTUAL PROPERTY RIGHTS
All copyright, database rights, and other intellectual property rights subsisting in
the Protected Data (including but not limited to any updates, amendments, or
adaptations to the Protected Data made by either the Data Controller or the Data
Processor) shall belong to the Data Controller or to any other applicable third
party from whom the Data Controller has obtained the Personal Data under licence
(including, but not limited to, data subjects, where applicable). The Data Processor
is licensed to use such Protected Data under such rights only for the Subscription
Term for the purposes of delivering the Product, and in accordance with the Terms
and this Addendum.
- The Data Processor shall maintain the Protected Data in confidence, and in
particular, unless the Data Controller has given written consent for the Data
Processor to do so, the Data Processor shall not disclose any Personal Data
supplied to the Data Processor by, for, or on behalf of, the Data Controller to
any third party. The Data Processor shall not process or make any use of any
Personal Data supplied to it by the Data Controller otherwise than in connection
with the provision of the Services to the Data Controller.
- The Data Processor shall ensure that all personnel who are to access and/or
process any of the Personal Data are contractually obliged to keep the Personal
- The obligations set out in in this Clause 6 shall continue for a period of 5
years after the termination of the Subscription Term.
- Nothing in this Agreement shall prevent either Party from complying with any
requirement to disclose Personal Data where such disclosure is required by law.
In such cases, the Party required to disclose shall notify the other Party of
the disclosure requirements prior to disclosure, unless such notification is
prohibited by law.