Terms of Service
Last Updated: 17 February 2021
1.1 In this Agreement:
“Agreement” means the Registration Form, the Order Form, these Terms of Service and the Data Processing Agreement;
“Annual Renewal Period” has the meaning given in Clause 14.1.2(a);
“Authorised User” means any personnel of the Customer authorised to administer the Signature 365 Service on behalf of the Customer and provided with login credentials to access the Signature 365 Service;
“Charges” means the fees for the Signature 365 Service as specified in the Order Form;
“Customer” means the legal entity identified on the Registration Form as contracting with Symprex in respect of the Signature 365 Service;
“Customer Data” means data (including personal data) belonging to or provided by the Customer or data input by the Customer, Customer Users, Authorised Users or any agent on the Customer’s behalf in connection with the Customer’s use of the Signature 365 Service;
“Customer Portal” means the Customer’s landing page in the Signature 365 Service;
“Customer Users” means any personnel of the Customer (users in the Customer’s Microsoft 365 tenancy or Google Workspace tenancy) for whom emails are routed via the Signature 365 Service and/or for whom the Signature 365 Outlook Add-in is installed;
“Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or would by its nature reasonably be considered to be confidential;
“Controller“, “processor“, “data subject“, “personal data” and “processing” shall have the meanings ascribed to them in the EU General Data Protection Regulation 2016/679;
“Data Processing Agreement” or “DPA” means Supplier’s standard Data Processing Agreement available at https://www.signature365.com/legal/data-processing-agreement as may be amended from time to time;
“Documentation” means any instructions, guidance or other content relating to the Signature 365 Service provided or made available to the Customer by the Supplier;
“Effective Date” means the date that the Subscription Term commences;
“Intellectual Property Rights” means any and all patents, copyrights (including future copyrights), design rights, trademarks, service marks, domain names, trade secrets, know-how, database rights, and all other intellectual property rights, whether registered or unregistered, and including applications for any of the foregoing and all rights of a similar nature which may exist anywhere in the world;
“Monthly Renewal Period” has the meaning given in Clause 14.1.2(b);
“Order Form” means the order form completed and submitted to the Supplier by the Customer, that defines the number and type of licences ordered by the Customer, the Subscription Term selected by the Customer, and the related Charges;
“Registration Date” means the date the User registers to create an account on behalf of the Customer on the Registration Form;
“Registration Form” means the registration form the User completes in order to create an account on behalf of the Customer and begin the Trial Period;
“Renewal Period” means Annual Renewal Period or Monthly Renewal Period as applicable;
“Signature 365 Service” means the Supplier’s Signature 365 software as a service, including any updates deployed by the Supplier from time to time, provided by the Supplier to the Customer under this Agreement via www.signature365.com;
“Subscription Term” means the Initial Subscription Period together with any subsequent Annual or Monthly Renewal Period, each as defined in Clause 14.1;
“Supplier” means Symprex Limited (company number 03884240), whose principal place of business is at 2 Guildford Business Park, Guildford, UK GU2 8XG;
“Trial Period” means the 14 day trial and evaluation period beginning on the Registration Date and lasting for 14 days or such shorter period as determined in accordance with this Agreement;
“User” means the Customer employee who completes the Registration Form and the Order Form on behalf of the Customer.
1.2 Except where the context requires otherwise:
1.2.1 the singular includes the plural and vice versa; a reference to one gender includes all genders; words denoting persons include a natural person, corporate or unincorporated body (whether or not having separate legal personality); a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established; and a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns; and
1.2.2 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words.
1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
2. Sign Up
2.1 The Registration Form, the Order Form, this Terms of Service Agreement and the DPA together are referred to as and form the Agreement. Any conflict between the terms of the Registration Form, the Order Form, this Terms of Service Agreement and the DPA, will be resolved in the following order: (i) the DPA; (ii) the Order Form; (iii) the Registration Form and (iv) these Terms of Service.
2.2 The Trial Period will automatically begin on the Registration Date. If the Customer does not complete an Order Form during or on the expiry of the Trial Period then this Agreement will terminate at the end of the Trial Period without further notice.
2.3 The Customer warrants and represents that the User is authorised to enter into legally binding agreements on behalf of the Customer. If the User does not have such authority or does not agree with these terms, the Customer must not accept these terms and must not use the Signature 365 Service.
Subject to Clause 6.7, the Supplier may update the terms and conditions of the Agreement from time to time. The date of the current effective Terms of Service Agreement is stated at the start of the Terms of Service.
4. Software as a Service
4.1 Subject to the terms of this Agreement, Supplier hereby grants to the Customer a non-exclusive and non-transferable right to use and access the Signature 365 Service for the purpose of assessing the suitability of the Signature 365 Service for the Customer’s own internal business purposes only during the Trial Period. The Customer acknowledges and agrees that such licence will automatically terminate on the earlier of:
4.1.1 at the end of the Trial Period; or
4.1.2 upon the Customer completing and submitting an Order Form.
4.2 If the Customer completes and submits to the Supplier the Order Form, then upon the Effective Date, the Supplier grants to the Customer a non-exclusive, non-transferable right to use and access the Signature 365 Service for internal business purposes only during the Subscription Term.
4.3 The Customer shall have no right to copy, translate, reproduce, adapt, reverse engineer, decompile, disassemble, or create derivative works of the Signature 365 Service except as permitted by this Agreement or applicable law. Further, the Customer shall have no right to sell, rent, lease, transfer, assign, or sub-licence the Signature 365 Service without Supplier’s prior written consent or as otherwise expressly permitted by this Agreement.
4.4 The Supplier warrants and undertakes that:
4.4.1 it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement;
4.4.2 it will comply with all applicable laws and regulations with respect to its obligations under this Agreement.
4.5 In its provision of the Signature 365 Service to the Customer, Supplier shall:
4.5.1 provide the Signature 365 Service with reasonable skill and care on the terms and conditions of this Agreement;
4.5.2 ensure that the Signature 365 Service complies in all material respects with the Documentation and product description.
4.6 The Customer understands that the Supplier may perform upgrades to the Signature 365 Service but is under no obligation to notify the Customer of such upgrades.
5. The Customer’s Obligations
5.1 In relation to the Customer Users the Customer undertakes that:
5.1.1 the maximum number of Customer Users shall not exceed the number of licences it has purchased as specified in the Order Form; and
5.1.2 it will not allow or suffer any licence to be used by more than one individual Customer User unless it has been reassigned in its entirety to another individual Customer User.
5.2 The Customer shall not:
5.2.1 attempt to gain unauthorised access to the Signature 365 Service, the servers on which the Signature 365 Service is stored or any server, computer or database connected to the Signature 365 Service;
5.2.2 attack the Signature 365 Service via a denial-of-service attack or a distributed or malicious denial-of service attack;
5.2.3 access the Signature 365 Service in order to build a product or services which competes with the Signature 365 Service;
5.2.4 use or access the Signature 365 Service in a manner which will or may breach any laws, rules, regulations and/or codes which are legally binding and which are applicable to the use of the Signature 365 Service, or in a manner which is unlawful, harmful, threatening, abusive, harassing, tortious, indecent, obscene, libellous or menacing;
5.2.5 use the Signature 365 Service for bulk marketing purposes or in connection with automated mailing systems;
5.2.6 allow the Signature 365 Service or the underlying software to become the subject of any charge, lien or encumbrance; or
5.2.7 use the Signature 365 Service except as authorised in writing by Supplier or as permitted under this Agreement.
5.3 The Customer shall:
5.3.1 create a Customer admin account including a user name, and password (“Logon Credentials“), for each of its Authorised Users to access and use the Signature 365 Service;
5.3.2 procure that each Authorised User shall keep his or her Logon Credentials confidential;
5.3.3 procure that Authorised Users do not use the Signature 365 Service in a manner which is unlawful, harmful, threatening, abusive, harassing, tortious, indecent, obscene, libellous or menacing; and
5.3.4 be solely responsible for all activities on the Service that occur through the Authorised User’s use of the Logon Credentials.
6. Charges & Payment
6.1 Supplier shall issue an invoice to the Customer via email and/or the Customer Portal in the Signature 365 Service:
6.1.1 in the case of an annual subscription, on or soon after the Effective Date and at the start of each Annual Renewal Period (if any); and
6.1.2 in the case of a monthly subscription, on or soon after the Effective Date and at the start of each Monthly Renewal Period (if any).
6.2 The Customer shall pay each invoice within 14 days of receipt in accordance with the terms of this Agreement.
6.3 If Supplier has not received payment of undisputed invoices by the due date and such invoice remains in default for a further 14 days after written notification from Supplier that the payment is overdue, then Supplier may either:
6.3.1 temporarily suspend the Customer’s access to the Signature 365 Service until such time as the concerned invoice(s) are paid; or
6.3.2 terminate this Agreement with immediate effect.
6.4 Interest on any undisputed overdue amounts shall accrue on a daily basis at a rate of 4% per annum above the Bank of England’s base rate until such time as the overdue payment (including interest) is made in full.
6.5 All Charges stated in this Agreement are exclusive of VAT and similar sales taxes in other jurisdictions. The Customer is responsible for paying all taxes and any other duties that are applicable to the receipt of the Signature 365 Service. All payments under this Agreement shall be made without deduction or withholding of any kind, save only as may be required by law. If the Customer is required to deduct or withhold any taxes from any payment due to the Supplier, then the amount payable to the Supplier shall be increased as necessary so that after making deductions to the relevant governmental authority in accordance with applicable law, the Supplier receives an amount equal to what it would have received had no deductions been made.
6.6 The Customer shall be entitled to add or remove licences to its subscription of the Signature 365 Service at any time by notifying Supplier in writing. Where the Customer wishes to:
6.6.1 add a licence, the licence shall be added to the Customer’s subscription immediately and Supplier shall issue an invoice for the additional Charges, such Charges to be pro-rated for the remainder of the current Subscription Term; and
6.6.2 remove a licence, the licence shall be removed at the end of the current Subscription Term. The Charges will not be reduced for the remaining period of the current Subscription Term, and the new total licence numbers, and corresponding Charges, shall apply upon renewal of the Subscription Term (if applicable).
6.7 Supplier shall be entitled to increase or decrease the Charges at the start of each Renewal Period (if any). Price increases will apply to the Charges payable in respect of the relevant Renewal Period upon at least 30 days’ prior written notice to the Customer and price decreases will apply to the Charges payable in respect of the relevant Renewal Period from the time of notification to the Customer. The Order Form shall be deemed to have been amended accordingly.
6.8 The Customer acknowledges that Supplier uses Stripe Payments UK Limited (www.stripe.com) for credit card and debit card processing. Supplier does not have access to or store credit card or debit card details. Where the Customer is setup to pay by credit card or debit card, the Customer authorises Supplier to take payments, including automatic payments, using the card details provided to and stored within Stripe Payments UK Limited’s system via Supplier’s platform. The same applies where Stripe Payments UK Limited is used for other payment methods such as BACS Direct Debit and SEPA Direct Debit.
7. Proprietary Rights
7.1 The Customer acknowledges and agrees that Supplier and/or its licensors own all Intellectual Property Rights in the Signature 365 Service (excluding Customer Data) together with any/all adaptations, add-ons, modifications, updates, and/or enhancements to Signature 365 Service (“Supplier IP“). Except as expressly stated herein, this Agreement does not grant the Customer any rights or licences in respect of Supplier IP.
7.2 The Supplier owns the Documentation and all derivative works thereof. The Supplier grants to the Customer a non-exclusive, worldwide limited licence to use and copy the Documentation for internal business purposes during the Subscription Term.
7.3 Customer retains all right, title and interest in and to the Customer Data.
7.4 The Supplier may as specified by the Customer include the Customer’s name and logo or other permitted content in email signature blocks produced as part of the Signature 365 Service and added to Customer’s emails. The Customer grants the Supplier a limited, non-exclusive, worldwide licence to use the foregoing and any Intellectual Property Rights there in, for the purpose of providing the Signature 365 Service.
7.5 Customer acknowledges that all suggestions for additions or modifications to the Service, and any other feedback provided by Customer (collectively, “Feedback“) is the exclusive property of the Supplier and Customer hereby assigns all rights in and to any Feedback to the Supplier.
8. Data Privacy
8.1 The terms and conditions of the Data Processing Agreement will apply where the European Data Protection Laws or the CCPA applies to Customer or to Supplier. If the DPA applies, then its terms supersede Clause 8.2. The words “CCPA” and “European Data Protection Laws” shall have the meaning given to them in the DPA.
8.2 Subject to Clause 8.1, the Supplier will use commercially reasonable efforts to maintain appropriate administrative, physical and technical safeguards for protection of the security and confidentiality of Customer Data. The Supplier agrees to collect, process, store, use and disclose the Customer Data solely for legitimate operational needs such as the monitoring of system functionality, or where required by law.
International data transfers
8.3 The Customer acknowledges and agrees that Supplier may transfer or store the Customer’s personal data outside the UK solely for Supplier to carry out the Signature 365 Service and perform its other obligations under this Agreement. Where personal data is transferred outside the UK, Supplier shall put and maintain in place: (i) appropriate safeguards in relation to the transfer as required by Data Protection Legislation; and (ii) adequate protections which provide for an equivalent standard of data protection to that provided within the UK.
8.4 The Supplier shall, when performing the Signature 365 Service, not process the Customer’s personal data outside of the region determined by the country selected in the Registration Form, as may be amended by the Customer from time to time.
9.1 Each party may be given access to the Confidential Information of the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party’s lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not disclose the other’s Confidential Information to any third party, or use the other’s Confidential Information for any purpose other than the performance of this Agreement.
9.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or other personnel in violation of the terms of this Agreement.
9.4 This Clause 9 shall survive termination or expiry of this Agreement.
10. IPR Indemnity
10.1 Supplier shall indemnify and hold harmless the Customer, its officers, directors and employees against any liabilities, losses, settlement costs and damages actually awarded by a court of competent jurisdiction arising from or in connection with any third party claims that the Signature 365 Service infringe the Intellectual Property Rights of any third party provided that: (a) Supplier is given prompt notice of any such claim; (b) the Customer provides reasonable co-operation to Supplier in the defence and settlement of such claim; and (c) Supplier is given sole authority to defend or settle the claim.
10.2 In the defence or settlement of any claim under this Clause 10, Supplier may procure the right for the Customer to continue using the Signature 365 Service, replace or modify the Signature 365 Service so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on notice to the Customer and issue a refund to the Customer for any Charges paid in advance for the Signature 365 Service which have not been received.
10.3 In no event shall Supplier be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Signature 365 Service by anyone other than Supplier or a third party approved by Supplier; or (b) the Customer’s use of the Signature 365 Service in a manner contrary to the Agreement or written instructions given to the Customer by Supplier.
11. Limitation of Liability
11.1 Nothing in this Agreement excludes or limits the liability of either party: (i) for death or personal injury caused by negligence; (ii) for fraud or fraudulent misrepresentation; or (iii) for any other liability which cannot be limited or excluded under applicable law.
11.2 Subject to Clause 11.1, neither party shall be liable to the other whether in contract, tort (including negligence), breach of statutory duty or otherwise for any: (a) loss of profits or revenue; (b) loss of business; (c) depletion of goodwill; or (d) for any special, indirect or consequential loss.
11.3 Subject to Clause 11.1 and 11.2, each party’s total aggregate liability for all claims under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to:
11.3.1 £1,000 (one thousand pounds), where the event giving rise to such claim takes place during the Trial Period; and
11.3.2 the greater of: (a) 100% of the Charges paid by the Customer in the 12 months preceding the date of the event giving rise to such claim; and (b) £5,000 (five thousand pounds), where the event giving rise to such claim takes place during the Subscription Period.
12.1 To the extent permitted by applicable law, the Signature 365 Service is provided “as-is” and the Supplier hereby disclaims all express or implied representations, warranties and conditions regarding the Signature 365 Service, including for fitness for a particular purpose and non-infringement. The Supplier does not warrant that the Signature 365 Service will be error free or uninterrupted or that it will meet the Customer’s requirements.
12.2 The availability of the Signature 365 Service is dependent on the availability of Microsoft Azure’s or Google Cloud Platform’s (as applicable) services and the service levels offered by Microsoft or Google (as applicable) for those services. If the Microsoft Azure or Google Cloud Platform (as applicable) services relevant to the services are unavailable, then Supplier shall exercise its rights under such service levels but the Signature 365 Service may be unavailable as a result, and if so, the Supplier shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement.
12.3 Without prejudice to Clause 12.1, if the Signature 365 Service is unavailable or defective in any way then to the extent that such defect or unavailability is caused by a breach of this Agreement by the Supplier, the Supplier will, at its own expense, use reasonable endeavours to correct any such unavailability or defect promptly. Such correction is the Customer’s sole and exclusive remedy for (a) the unavailability of the Signature 365 Service and (b) any breach of the undertaking set out in Clause 4.5.1.
12.4 Any email disclaimer texts provided or made available by the Supplier are purely for example purposes and we do not warrant the legality or accuracy of these examples or accept any liability for them.
13. Force Majeure
13.1 A party shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In these circumstances, such party shall be entitled to a reasonable extension of the time for performing its affected obligations. If the period of delay or non-performance continues for 14 days, the Customer may terminate this Agreement by giving 7 days’ written notice to Supplier.
14. Term & Termination
14.1 This Agreement shall, unless terminated early in accordance with its terms, commence on the Registration Date and shall either:
14.1.1 expire at the end of the Trial Period; or
14.1.2 shall continue from the Effective Date onwards and either:
(a) continue for a period of 12 months (“Initial Annual Subscription Period“) and, thereafter, automatically renew for successive periods of 12 months (each a “Annual Renewal Period“); or
(b) continue for a period of 1 month (“Initial Monthly Subscription Period“) and thereafter, automatically renew for successive periods of 1 month (each a “Monthly Renewal Period“),
depending on whether the Customer has selected annual subscription or a monthly subscription in the Order Form.
14.2 The Customer may change the subscription type in the Order Form (from a monthly subscription to an annual subscription or vice versa) at any time. Changes to the subscription type will take effect from the start of the next Annual Renewal Period or Monthly Renewal Period, as applicable, onwards.
14.3 Subscriptions can be cancelled by the Customer at any time meaning the subscription will not automatically renew at the end of the current subscription period.
14.4 The Supplier can terminate this Agreement with immediate effect by giving notice in writing if Supplier has not received payment of undisputed invoices by the due date and such invoice remains in default for a further 14 days after written notification from Supplier that the payment is overdue.
14.5 The Supplier may terminate this Agreement at any time for convenience on 30 days’ written notice to the Customer.
14.6 Either party may terminate this Agreement immediately by giving written notice to the other party if:
14.6.1 the other party commits any material breach of this Agreement and (if capable of remedy) fails to remedy the breach within 30 days of being required to do so by written notice; or
14.6.2 the other party becomes insolvent or bankrupt, enters into an arrangement with creditors, has a receiver or administrator appointed or its directors or shareholders pass a resolution to suspend trading, wind up or dissolve that party other than for the purposes of amalgamation or reconstruction or it ceases, or threatens to cease, trading.
14.7 Any termination of this Agreement for any reason shall be without prejudice to any other rights or remedies a party may be entitled to at law or under this Agreement and shall not affect any accrued rights or liabilities of either party nor the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.
15. Effects of Termination
15.1 In addition to the provisions of Clause 14, upon termination or expiry of this Agreement for any reason:
15.1.1 the Customer shall not be entitled to receive a refund of the Charges, save where the Customer has terminated pursuant to Clause 14.6 or where Supplier has terminated for convenience under Clause 14.4 in which case Supplier shall issue a pro-rated refund for the Signature 365 Service which have not been provided to the Customer as at the date of termination;
15.1.2 all unpaid Charges for the Signature 365 Service which have been received as at the effective date of termination shall become immediately due to Supplier;
15.1.3 the Customer shall cease using the Signature 365 Service, software and Supplier IP and all licences granted to the Customer under this Agreement shall terminate;
15.1.4 each party shall return or destroy (as specified by the other party) all Confidential Information belonging to the other party; and
15.1.5 Supplier shall return or destroy (as specified by the Customer) all Customer Data in its possession and control.
15.2 If the Customer cancels a subscription in accordance with Clause 14.3, no refund or credit of the Charges will be provided for the unused subscription period as the Supplier will incur costs as a result of the cancellation.
16.1 Subject to Clause 3, no variation of this Agreement shall be effective unless it is in writing and signed by the parties.
16.2 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
16.3 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
16.4 Except where otherwise expressly stated herein, the Agreement constitutes the entire agreement between the parties relating to the subject matter of the Agreement and supersedes any previous agreement or understanding whatsoever whether oral or written relating to the subject matter of the Agreement. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
16.5 Subject to Clause 5 of the DPA, neither party shall assign, transfer, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
16.6 This Agreement does not confer any rights on any person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.
16.7 Any notice required to be given under this Agreement shall be in writing (which shall include email) and shall be sent via email or delivered by hand or sent by pre-paid first-class post or recorded delivery to the other party to its email or address set out in the Registration Form or the Order Form. All notices shall be deemed to have been received when delivered (or if delivery is not during business hours, at 9 am on the first business day following delivery).
16.8 This Agreement and any dispute or claim arising out of or in connection with this Agreement (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement (including non-contractual disputes or claims).