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 Clause 2 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 19.7.1) 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 1-17 and, where applicable, the Multi-User Terms set out in Clause 18 and/or the eSign Terms set out in Clause 19 and/or the Cloud Document Storage Terms set out in Clause 20, 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 to 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 19.2); and
1.3.4 Your use of Cloud Document Storage, as defined in sub-Clause 20.2.
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 to 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 1-17 and, if applicable, the Multi-User Terms set out in Clause 18 and/or the eSign Terms set out in Clause 19 and/or the Cloud Document Storage Terms set out in Clause 20.
1.6 Where the Multi-User Terms and/or the eSign Terms and/or the Cloud Document Storage Terms apply, they supplement Clauses 1-17, 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 18. The eSign Terms apply specifically to an eSign User as defined in Clause 19 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 submitting your registration details, you will be sent a verification link to your registered email address. After verifying your registration, you will be required to log in, at which point you will be presented with your available subscription options. After your payment is processed, you will return to My Account and will have access to the Product(s) to which you have subscribed.
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:
| “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; |
| “Fee” | means the fee that the User pays to access and use the Product for the Fee Period; |
| “Fee Period” | means one calendar month which starts as soon as the Fee has been paid; |
| “Free Period” | means eleven calendar months which starts as soon as the Fee Period ends; |
| “Permitted Use” | means use of the Product, as set out in Clause 3; |
| “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; |
| “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; |
| “Subscription Period” | means the 12 calendar month period comprised of the Fee Period and the Free Period; |
| “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 18.2), whether or not that person or organisation registers and whether or not their use is as a subscriber to any Product. References to "you", "your" and "yours" refer to you as a User; and |
| “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 (This includes Use of any such items after the end of the Subscription Period);
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 disassemble 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 involves 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 may reasonably determine “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 the 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. For the avoidance of doubt, these restrictions shall apply except to the extent that such restrictions would contravene applicable competition 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 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
8.1 We are an online 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, we do not warrant or represent that any item 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 or purpose, including, but not limited to, correcting any item or any part thereof.
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 wish to use one of our document 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” being used for the purposes of any “reserved instrument activities” (both terms defined in Schedule 2, paragraph 5 of that Act) 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 to 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 to any Product, you are contracting with us only for the purposes referred to in sub-Clause 8.10;
and in either case you do not do so 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 12.
Nothing else in these Terms and Conditions will limit or otherwise prejudice the effect of this Clause 9.
10. INDEMNITY
You agree to indemnify and hold us harmless from and against all claims, demands, liabilities, losses, expenses, costs (including legal fees), and damages incurred by or awarded against us, arising out of or in connection with any breach of these Terms and Conditions by you or any act or omission by you (including negligence), whether or not we have exercised or sought to exercised our rights.
11. 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.
12. 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 and to our Privacy Policy will be legally binding on you as soon as you either log in after the change or we notify you of it by email.
13. AVAILABILITY OF THE WEBSITE AND THE PRODUCT
13.1 We provide the Website and the Product on an “as available” and “as is” basis.
13.2 We give no warranty that the Website or its operation, the Product, or the availability of anything on or in them will be uninterrupted, fully functional at all times, or free from defects and/or faults.
13.3 We do not accept liability for any loss, damage, cost, or expense arising directly or indirectly from any disruption, suspension, or non-availability of the Website or your inability, failure, or delay in using it or downloading any item from it caused by anything that is beyond our reasonable control. Such things may include, but are not limited to, internet service provider equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war, measures or actions taken by government or other public authority, or legal restrictions and censorship.
14. 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.
15. 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.
16. DATA PROTECTION AND PRIVACY
16.1 We collect, hold, and process all personal data in accordance with your rights and those of Sub-Users, eSign Third Parties, and any other individuals whose personal data we may collect or receive from other sources (collectively, “data subjects”), 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. We take appropriate steps to ensure that your and their information is protected in a manner 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.
16.2 Our role as a data controller and/or as a data processor varies by product and/or service (including, but not limited to, providing Products to you, our Multi-User platform, our eSign Facility, and our Cloud Document Storage facility), as set out in our Privacy Policy.
16.3 For full details of our collection, use, and holding of personal data, and information about data subjects’ legal rights and how to exercise them, please refer to our Privacy Policy. Further details of our obligations as a data processor are set out in Schedule 1 – Data Processing Addendum, which forms part of these Terms and Conditions.
17. 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.
18. MULTI-USER TERMS
18.1 The following provisions of this Clause 18 are the Multi-User Terms. They apply, in addition to Clauses 1-17 above, to both a User (as defined above in Clause 2), where that User is a Master User (as defined below in sub-Clause 18.2), and a Sub-User (as defined below in sub-Clause 18.2). Where these Multi-User Terms apply, “User” in Clauses 1-17 above means a Master User.
18.2 In these Multi-User Terms, unless the context otherwise requires, the following expressions have the following meanings:
| “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 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 that licence, also nominates and permits one or more individuals to do so subject to the Sub-User Terms, but only if each individual is a Sub-User; |
| “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 of the Product(s) to which the Master User has access in their capacity 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; and |
| “Sub-User Terms” | means the provisions of the Multi-User Terms contained within this Clause 18, Clauses 1-17, governing the access to and the use of the Website and any Product, and, where applicable, the eSign Terms contained in Clause 19 and/or the Cloud Document Storage Terms contained in Clause 20. |
18.3 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, and not for the Sub-User’s personal or other purposes. The same terms and restrictions which apply to access and use by the Master User shall accordingly apply to the Sub-User.
18.4 Sub-Users are not required to pay any Fee or any other sum to us.
18.5 A Sub-User may only be registered and activate their account using an email address with the same domain name as the Master User’s organisation.
18.6 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 that Sub-User’s unique login and account.
18.7 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 that is reasonably necessary for that purpose.
18.8 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).
18.9 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 personal data. Our Privacy Policy applies to Master Users and Sub-Users, as stated above in Clause 16.
18.10 When a Sub-User is to cease as a Sub-User, the following will apply:
18.10.1 The Master User may at any time delete or deactivate a Sub-User via My Account > My Subscriptions > Manage Multi User. Sub-Users can be edited, deactivated, reactivated, and/or deleted.
18.10.2 When the Master User deactivates a Sub-User, that Sub-User’s account and access to all applicable Product(s) will be disabled. The Sub-User’s account information, personal data, download history, activity, and any and all documents stored in Cloud Document Storage and/or uploaded for eSign will remain stored, but will not be accessible to the Sub-User unless their account is reactivated.
18.10.3 When the Master User wishes to reallocate a Sub-User’s account by editing a particular Sub-User and changing the email address, access to all applicable Product(s), the information, personal data, download history, activity, and any and all documents stored in Cloud Document Storage and/or uploaded for eSign (including those in progress) will remain stored and will not be accessible to the original Sub-User, but will be accessible to the newly-allocated Sub-User.
18.10.4 When the Master User deletes a Sub-User, that Sub-User’s account and access to all applicable Product(s) will terminate. The Sub-User’s account information, personal data, download history, activity, and any and all documents stored in Cloud Document Storage and/ or uploaded for eSign will be deleted and cannot be recovered.
18.10.4 When the Master User’s subscription expires, all of that Master User’s Sub-User’s accounts will be made inaccessible. If the Master User purchases a new Premium or Premium Plus subscription, the Master User will be required to purchase new Multi User slots and reactivate Sub-Users individually. No Sub-User data will be deleted if Sub-Users are reactivated within 90 days of expiry of the Master User’s subscription.
18.11 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 accepts the Sub-User Terms, agreeing to be bound by them. Sub-Users are directly responsible and liable to us for complying with the Sub-User Terms. Sub-Users will be required to read and accept the Sub-User Terms when logging in for the first time.
18.12 Sub-Users must at all times comply with the Sub-User Terms.
18.13 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.
18.14 The Master User shall be liable to us for any breach of the Sub-User Terms by a Sub-User. We may, at our sole discretion, enforce our rights in respect of such a breach against the relevant Sub-User, the Master User, or both.
18.15 The Master User shall indemnify and hold us harmless from and against all claims, demands, liabilities, losses, expenses, costs (including legal fees), and damages incurred by or awarded against us, arising out of or in connection with any breach of the Sub-User Terms by a Sub-User or any act or omission by a Sub-User (including negligence), whether or not we have exercised or sought to exercise our rights.
18.16 We will not intervene 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 access to and use of particular Product(s) or access to, use of, or removal of information, personal data, download history, activity, and any and all documents stored in Cloud Document Storage and/or uploaded for eSign.
18.17 Upon termination or expiry of a Master User’s subscription, all associated Sub-User accounts shall automatically terminate at the same time.
18.18 If 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.
18.19 When:
18.19.1 a new customer wishes to subscribe as a Master User from the start of their Subscription Period and so wishes to nominate one or more Sub-Users; or
18.19.2 an existing customer subscribing as a User subsequently wishes to become and to subscribe as a Master User by nominating one or more Sub-Users; or
18.19.3 an existing customer subscribing as a Master User has previously added one or more Sub-User(s) and now wishes to nominate one or more additional Sub-Users,
sub-Clause 18.20 shall apply.
18.20 Where this sub-Clause applies:
18.20.1 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) payable for each option;
18.20.2 the Fee(s) quoted in each case will depend upon the subscription option chosen by the customer, the period of the subscription, and other relevant circumstances; and
18.20.3 the customer must advise us, as part of the subscription process, of the option that they wish to take up. The Fee(s) due and how to pay them will be indicated during that process.
19. ESIGN TERMS
19.1 The following terms in this Clause 19 and our eSign and Cloud Document Storage FAQs, as amended from time to time, all apply, in addition to Clauses 1-17 and, if applicable, Clause 18, to an eSign User (as defined below) when making any Use of the eSign Facility (as defined below).
19.2 In these eSign Terms, unless the context otherwise requires, the following expressions have the following meanings:
| “eSign Terms” | means, in relation to Use of the eSign Facility, Clauses 1-17, 18, and 19 together; |
| “eSign User” | means you and any Sub-User when using the eSign Facility, for so long as you subscribe to any Product; |
| “eSign Third Party” | means any third-party individual or organisation in relation to any actual or proposed Use of the eSign Facility; |
| “eSign Facility” | means the facility comprising an electronic signature service and document storage facility which we (as “eSign4Business”) make available to eSign Users and to eSign Third Parties to access and Use, without additional charge to either of them. For further details of the functionality and scope of the eSign Facility, please refer to sub-Clause 19.3 below, and the eSign and Cloud Document Storage FAQs; |
| “eSign Third Party Conditions” | means the conditions set out in our standard email to eSign Third Parties, referred to in sub-Clause 19.3.3; and |
| “Use” | in this Clause 19, means and includes use of the eSign Facility as set out in sub-Clause 19.3 and comprises the uploading of a document by the eSign User for signing, the sending of a link to a copy of that document made available for signing by each party to it, accessing said copy via that link, signature of that document by the eSign User and the eSign Third Party, the use of a link to access a completed copy of that document, storage of a copy of that 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 an eSign Third Party and the eSign User in connection with the use or proposed use of the eSign Facility. |
19.3 We provide the eSign Facility on an “as available” and “as is” basis. The eSign Facility is made available to you on and subject to all of the eSign Terms, if and for so long as you subscribe to any Product(s). Subject to the following and to the eSign and Cloud Document Storage FAQs, the eSign Facility allows:
19.3.1 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);
19.3.2 The document to be signed by one party, either the eSign User or the eSign Third Party, and then by the other party;
19.3.3 The sending of a link to that document by email (also containing a link to the eSign Third Party Conditions) to an eSign Third Party together with a request on the eSign User’s behalf for the eSign Third Party to add their electronic signature to the document, and stating that by clicking on the link to the document, the eSign Third Party confirms that they have read and accept the eSign Third Party Conditions and our Privacy Policy and agree that they apply to them;
19.3.4 The eSign User to download a further copy of the signed document and/or to save it to their Cloud Document Storage (as defined in sub-Clause 20.2, below);
19.3.5 For 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 once it has been signed by both parties;
19.3.6 In the case of Premium and Premium Plus subscribers, the signature of an unlimited number of documents (subject to fair usage, as explained in the eSign and Cloud Document Storage FAQs.) In the case of non-premium subscribers (i.e., subscribers with (a) subscription(s) to one or more individual document folders), the signature of up to 20 documents per year, multiplied by the number of individual document folders to which you subscribe;
19.3.7 Storage of documents within the eSign Facility, subject to fair usage; and
19.3.8 Storage of documents for the duration of your subscription, subject to Notes 3 and 4 below.
NOTES:
(1) The eSign Facility does not currently allow for the witnessing of any party’s signature on any document.
(2) Requests sent to the parties to a document for signing are automatically revoked 90 days after the eSign User sends that request if the document is not signed by both parties within that time.
(3) Both 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) After a period of 90 days following the expiry of your subscription, we will permanently delete all documents that you have previously stored, unless you purchase a new subscription within that period (and, in the case of expired Sub-Users, the Sub-User is reactivated within that period). It is not possible to retain or recover any such documents after deletion. It is therefore recommended that you download and save all documents that you wish to keep before the expiry of your subscription or within the 90 day post-expiry period, during which documents may still be downloaded (by the Master User, in the case of expired Sub-Users’ documents).
(5) We accept no responsibility or liability of any kind for any loss, damage, cost, or expense arising out of or in connection with the deletion of documents in accordance with Note (4) above, and you acknowledge and agree that it is your sole responsibility to download and securely store your own copies and backups of all documents that you wish to retain.
(6) The eSign and Cloud Document Storage FAQs contain further details about the scope of the eSign Facility, automatic revocation of requests to sign documents, and limits on documents which may be signed and stored.
19.4 We make the eSign Facility available to eSign Users and to eSign Third Parties without any express or implied representation or warranty including in particular, but without limitation that:
19.4.1 Any signature will be authentic or legally valid;
19.4.2 Any signature of any document is not required to be witnessed;
19.4.3 Any signature of any document is not required to comply with any other legal formalities;
19.4.4 Any signed document will be enforceable;
19.4.5 The eSign Facility will be available, uninterrupted, fully functional at all times, or free from defects and/or faults; or
19.4.6 The eSign Facility will be fit for the eSign User’s or the eSign Third Party’s intended or any other purpose.
19.5 In addition to eSign Users, any other person or entity may Use the eSign Facility in their capacity as an eSign Third Party on and subject to the eSign Third Party Conditions.
19.6 You accept and agree that we only allow eSign Third Parties to have access to and Use of the eSign Facility on the condition that the eSign Third Party accepts and agrees to the eSign Third Party Conditions. For that purpose:
19.6.1 The email sent to eSign Third Parties, as described in sub-Clause 19.3.3, will state that that, by clicking on the link to the document, the eSign Third Party confirms that they have read and accept the eSign Third Party Conditions and our Privacy Policy (links to which will be included in the email), and agree that they apply to them;
19.6.2 Access to the eSign Facility by an eSign Third Party is only made available through such an email;
19.6.3 The sharing of your login details with an eSign Third Party is prohibited and we reserve the right to suspend and/or refuse access to the eSign Facility and/or any other part of the website or Product(s); and
19.6.4 We provide the eSign Facility both to you and to the eSign Third Party, however, you are and shall remain responsible for all acts and omissions (including, but not limited to, misuse of the eSign Facility) of any eSign Third Party that you invite to Use the eSign Facility.
19.7 In any dealings that you have with any actual or proposed eSign Third Party, you shall:
19.7.1 Only invite or allow a person who is a Consumer to become an eSign Third Party in order for them to apply their electronic signature to a document prepared by you to which they will be a party; not to allow any other use of the Website or any Product or service on it;
19.7.2 Not represent to that eSign Third Party that you act on our behalf, nor give any other warranty or make any other representation about us;
19.7.3 Not give any warranty or make any representation on your own behalf about any aspect of the eSign Facility, or deliberately misdescribe the eSign Facility;
19.7.4 Not represent that we have any obligation to provide the eSign Facility or any other service to the eSign Third Party; and/or
19.7.5 Not do or state anything that does or might render us liable on any basis to any eSign Third Party.
19.8 Our Privacy Policy applies to all eSign Users and eSign Third Parties. The email sent to eSign Third Parties, as described in sub-Clause 19.3.3, will state that, by clicking on the link to the document, the eSign Third Party confirms that they have read and accept our Privacy Policy (a link to which will be included in the email), and agree that it applies to them. In particular:
19.8.1 To the extent that we are a data controller or a 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 our collection, holding, and processing of that eSign Third Party’s personal data;
19.8.2 To the extent that you are a data controller or a data processor with respect to an eSign Third Party’s personal data (and the personal data of any other party included in any document), the relevant obligations and provisions of all applicable laws (including, but not limited to, the Data Protection Act 2018 and the UKGDPR) will apply to your collection, holding, and processing of that eSign Third Party’s (and any aforementioned other party’s) personal data; and
19.8.3 Further details of our obligations as a data processor are set out in Schedule 1 – Data Processing Addendum, which forms part of these Terms and Conditions.
19.9 You acknowledge that:
19.9.1 In dealings between you and an eSign Third Party, you do not and must not act on our behalf;
19.9.2 We do not control or have any involvement in an eSign Third Party’s Use of the eSign Facility, except as stated in these eSign Terms and/or the eSign Third Party Conditions;
19.9.3 We will not intervene or be in any way involved in resolving any issue arising between you and an eSign Third Party, including, but not limited to, issues relating to the eSign Facility;
19.9.4 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
19.9.5 Neither you nor any eSign Third Party gives any consideration for the Use of the eSign Facility, and we receive no benefit from you or any eSign Third Party for the Use of the eSign Facility.
19.10 We, our agents, directors, officers, employees, contractors and sub-contractors will not be liable to you or any eSign Third Party, 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 either you or the eSign Third Party being unable to access or Use the eSign Facility, whether successfully or at all, including (but not limited to) where there is any defect in, failure of, or non-availability of the eSign Facility. For the avoidance of doubt, we shall have no liability whatsoever for any loss, damage, cost, or expense arising out of or in connection with the deletion of documents in accordance with Notes (2) to (4) of sub-Clause 19.3.
19.11 You agree to indemnify and hold us harmless from and against all claims, demands, liabilities, losses, expenses, costs (including legal fees), and damages incurred by or awarded against us, arising out of or in connection with:
19.11.1 Any Use by you or an eSign Third Party of the eSign Facility or your or the eSign Third Party’s inability to Use the eSign Facility, or any defect or failure of the eSign Facility, howsoever arising;
19.11.2 Any Use of, or reliance on, by you and/or an eSign Third Party of any document in relation to which the eSign Facility is Used;
19.11.3 Any dealing or arrangement between you and an eSign Third Party in relation to which the eSign Facility is Used; or
19.11.4 Any breach by you of the eSign Terms or by an eSign Third Party of the eSign Third Party Conditions.
20. CLOUD DOCUMENT STORAGE TERMS
20.1 The following terms in this Clause 20 and the eSign and Cloud Document Storage FAQs, as amended from time to time, all apply, in addition to Clauses 1-17 and, if applicable, Clause 18, to your use of Cloud Document Storage. Your use of Cloud Document Storage will be deemed to be acceptance by you of these Cloud Document Storage Terms.
20.2 In these Cloud Document Storage Terms, unless the context otherwise requires, the following expressions have the following meanings:
| “Cloud Document Storage” | means the facility comprising a cloud storage service, allowing you to upload and store compatible documents. For details of the scope and functionality of the Cloud Document Storage facility, including usage instructions, saving signed documents from the eSign Facility, supported file formats, and storage limits, please refer to the eSign and Cloud Document Storage FAQs; and |
| “Cloud Document Storage Terms” | means, in relation to use of the Cloud Document Storage, Clauses 1-17, 18, and 20 together. |
20.3 All references in this Clause 20 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.
20.4 We provide Cloud Document Storage on an “as available” and “as is” basis. Cloud Document Storage is made available to you on and subject to all of the Cloud Document Storage Terms, if and for so long as you subscribe to any Product(s), in particular, subject to the following and to the eSign and Cloud Document Storage FAQs:
20.4.1 Full access to Cloud Document Storage is available only while your subscription remains active (or, in the case of Sub-Users, for as long as the Master User’s subscription is active and the Sub-User is activated), with downloading and deletion only permitted after expiry;
20.4.2 During and after the period of your subscription, you are advised to keep, and are solely responsible for keeping, your own copies and backups of all stored documents;
20.4.3 After a period of 90 days following the expiry of your subscription, we will permanently delete all documents that you have previously stored, unless you purchase a new subscription within that period (and, in the case of Sub-Users, the Sub-User is reactivated within that period). It is not possible to retain or recover any such documents after deletion. It is therefore recommended that you download and save all documents that you wish to keep before the expiry of your subscription or within the 90 day post-expiry period, during which you may still download or delete documents. In the case of Sub-Users, stored documents can only be downloaded by the Master User;
20.4.4 Use of Cloud Document Storage is subject to fair usage and any other specific limits or conditions set out in the eSign and Cloud Document Storage FAQs or on the Website from time to time;
20.4.5 Cloud Document Storage may be used to store any supported document solely for your own business purposes;
20.4.6 Cloud Document Cloud Storage may be used to upload and store your own documents (as permitted by sub-Clause 20.4.5), including any and all such documents containing personal and/or commercial details relating to third parties or being used in the course of providing goods or services to third parties, but not any document on behalf of a third party.
20.4.7 You are responsible for ensuring that any and all material uploaded by you to Cloud Document Storage complies with applicable law and does not infringe any third party rights, and we accept no responsibility or liability for the same;
20.4.8 We do not access, review, monitor or backup any document stored in Cloud Document Storage, except where required by law, to investigate suspected or reported misuse, or for security or system maintenance purposes; and
20.4.9 We may suspend, restrict, or withdraw your access to Cloud Document Storage 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.
20.5 We make Cloud Document Storage available to you without any express or implied representation or warranty including in particular, but without limitation as to:
20.5.1 Security;
20.5.2 Cloud Document Storage being available, uninterrupted, fully functional at all times, or free from defects and/or faults;
20.5.3 The integrity of any document stored;
20.5.4 Any stored document being valid or enforceable, or being fit for your intended or any other purpose; or
20.5.5 Cloud Document Storage being fit for your intended or any other purpose.
20.6 We, our agents, directors, officers, employees, contractors and sub-contractors shall have no obligation, duty, or liability to you, 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 you being unable to access or use the Cloud Document Storage facility, whether successfully or at all, including (but not limited to) where there is any defect in, failure of, or non-availability of the Cloud Document Storage facility, or if there is any loss or corruption of, unauthorised access to, or deletion of, documents stored, howsoever occurring, and whether or not it is beyond our reasonable control.
20.7 You agree to indemnify and hold us harmless from and against all claims, demands, liabilities, losses, expenses, costs (including legal fees), and damages incurred by or awarded against us, arising out of or in connection with:
20.7.1 Any content (whether documents or otherwise) uploaded, stored, or shared by you using Cloud Document Storage (including, but not limited to, allegations that such content is unlawful, infringes intellectual property rights, breaches confidentiality or privacy, or violates applicable law);
20.7.2 Your use of Cloud Document Storage in breach of these Cloud Document Storage Terms or applicable law; and
20.7.3 Any unauthorised use of Cloud Document Storage by any individual or organisation to whom you have provided access credentials in breach of these Terms and Conditions (i.e. by sharing your access credentials with them instead of adding them to your account as a Sub-User) or who gain access due to your failure to protect those credentials.
Nothing in this sub-Clause 20.7 shall apply to the extent that any claim or loss results from our breach of these Cloud Document Storage Terms, our negligence or wilful misconduct, or the Cloud Document Storage itself (including, but not limited to, its design, features, or non-availability).
20.8 Cloud Document Storage is hosted on Microsoft Azure, and we may change or add infrastructure providers for this purpose from time to time. Where any provider processes personal data for us, we appoint them as our sub-processor under a written agreement incorporating the obligations required by applicable data protection legislation. We remain responsible to you for the performance of the Cloud Document Storage. Use, availability, and performance may be affected by our providers’ systems and maintenance windows, and we will use reasonable skill and care to minimise disruption. For full details of data processing (including sub-processors and locations), please refer to our Privacy Policy.
20.9 To the extent that we and/or you are a data controller or a data processor with respect to any personal data contained in any document that you upload to Cloud Document Storage, the relevant provisions and obligations 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 personal data. Further details of our obligations as a data processor are set out in Schedule 1 – Data Processing Addendum, which forms part of these Terms and Conditions.
Schedule 1 – Data Processing Addendum
1. INTRODUCTION AND DEFINITIONS
1.1 This Schedule forms part of the Terms and Conditions between Simply-4-Business Ltd ('Processor', 'we', 'us', 'our') and each User, Master User, and/or Sub-User (as defined in the Terms and Conditions) acting as Controller ('you', 'your').
1.2 This Schedule is entered into for the purposes of Article 28 UK GDPR and supplements Clauses 16, 18, 19 and 20 of the Terms and Conditions and our Privacy Policy.
1.3 Words and expressions used in this Schedule have the same meaning as in the Terms and Conditions and the Privacy Policy, unless otherwise defined herein.
2. SUBJECT MATTER, DURATION, AND NATURE OF PROCESSING
2.1 Subject matter: Processing of personal data by us on your behalf in connection with your use of the eSign Facility and Cloud Document Storage (together 'the Services').
2.2 Duration: From the date on which you commence use of any Service until deletion or return of all personal data in accordance with Clause 9 below.
2.3 Nature and purpose: Storage, transmission, and limited system-level handling of electronic documents uploaded, stored, or transmitted by you or your Sub-Users for the purposes of providing the Services.
2.4 Types of personal data: Any data provided by you or contained within documents uploaded by you or your Sub-Users for use with the Services, which may include names, contact details, signatures, employment or contractual information, and other data categories determined by you as Controller (as further specified in our Privacy Policy).
2.5 Categories of data subjects: Your employees, customers, suppliers, contractors, and any signatories or third parties named or referred to within uploaded documents.
3. OUR OBLIGATIONS AS PROCESSOR
3.1 We shall process personal data only on your documented instructions, for the limited purposes of providing, maintaining, and securing the Services, and in accordance with applicable UK data protection law.
3.2 We shall ensure that all persons authorised to process personal data are subject to a duty of confidentiality.
3.3 We shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including logical access controls, and secure hosting on Microsoft Azure and (in the case certain of legacy data) Rackspace.
3.4 We shall, taking into account the nature of processing and information available to us, assist you in ensuring compliance with your obligations under Articles 32 to 36 UK GDPR.
3.5 We shall, at your choice, delete or return all personal data at the end of the provision of the Services, subject to the relevant provisions of the Terms and Conditions and the Privacy Policy, unless UK law requires further retention.
3.6 We shall make available to you all information reasonably necessary to demonstrate compliance with this Schedule and shall allow for and contribute to audits or inspections by you or your appointed auditor, provided that reasonable notice is given, audits occur no more than once in any twelve-month period, and they do not unreasonably disrupt our operations or compromise the security of other customers’ data.
4. CONTROLLER INSTRUCTIONS
4.1 You shall ensure that all processing you instruct us to carry out complies with applicable data protection law.
4.2 Where you upload documents containing special category data or data relating to criminal convictions, you are responsible for ensuring that a valid lawful basis and Article 9 and/or 10 condition applies.
4.3 We shall promptly inform you if, in our opinion, an instruction infringes the UK GDPR or other applicable law.
5. SUB-PROCESSORS
5.1 You authorise us to engage sub-processors for the purposes of providing the Services, as listed in our Privacy Policy.
5.2 We shall ensure that any sub-processor is bound by a written contract imposing obligations equivalent to those set out in this Schedule.
5.3 We remain fully liable to you for the performance of each sub-processor’s obligations.
5.4 We shall inform you of any intended changes concerning the addition or replacement of sub-processors and give you the opportunity to object on reasonable grounds.
6. DATA SUBJECT REQUESTS AND ASSISTANCE
6.1 Where you receive a request from a data subject relating to personal data processed by us as Processor, you may use the tools and functions available within My Account, eSign Facility, or Cloud Document Storage to access, correct, or delete such data.
6.2 Where this is not possible, we shall, upon written request, provide reasonable assistance to enable you to respond to the request in accordance with the UK GDPR.
7. PERSONAL DATA BREACHES
7.1 We shall notify you without undue delay after becoming aware of a personal data breach affecting personal data processed on your behalf.
7.2 Such notification shall include, to the extent possible, the nature of the breach, likely consequences, and measures taken or proposed to address it.
7.3 We shall cooperate with you in good faith to enable you to meet your obligations under Articles 33 and 34 UK GDPR.
8. INTERNATIONAL TRANSFERS
8.1 Where personal data is transferred outside the UK by us or any sub-processor, we shall ensure that appropriate safeguards are implemented, including adequacy regulations under Section 17A Data Protection Act 2018 or the UK Addendum to the EU Standard Contractual Clauses or another legally recognised transfer mechanism.
8.2 Details of international transfers are set out in the Privacy Policy.
9. DELETION AND RETURN OF DATA
9.1 Upon termination or expiry of the Services, we shall delete or anonymise all personal data as set out in Clauses 19 and 20 of the Terms and Conditions and further detailed in the Privacy Policy, or if you so request in writing within that period, return such personal data to you in a commonly used electronic format, subject to technical feasibility.
9.2 Back-ups containing personal data will be overwritten in accordance with our normal back-up cycle.
10. MISCELLANEOUS
10.1 In the event of conflict between this Schedule and any other part of the Terms and Conditions, this Schedule shall prevail to the extent of such conflict.
10.2 Nothing in this Schedule relieves either party of its own obligations under the UK GDPR.
10.3 This Schedule and any contract between us and you shall be governed by and construed in accordance with the laws of England and Wales.
