SIGNATURIZE – SELLER AGREEMENT

Signaturize is made available by Signaturize Limited, a company registered in England with company number 11520841 whose registered office is at The Refinery, 13 Radnor Walk, Chelsea, London, United Kingdom, SW3 4BP (“Signaturize”). Signaturize’s main trading address is Cranmore House, Suite D, 611 Lisburn Rd, Belfast, BT9 7GT. Signaturize’s VAT number is 317288293.

  1. Definitions and Interpretation
    • In this Agreement:

Account” has the meaning given in clause 2.1;

Account User” has the meaning given in clause 2.3;

Additional Terms” has the meaning given in clause 5.2;

Anti-Bribery Requirements” has the meaning given in clause 11.1.1;

Anti-Slavery Requirements” has the meaning given in clause 11.1.4;

Applicable Law” means in respect of either party, all laws, statutes, regulations, directions, guidelines and codes of conduct of any governmental or other regulatory body of competent jurisdiction, and any orders of any court or other tribunal of competent jurisdiction which are applicable to the performance by that party of its obligations or enjoyment of its rights under this Agreement;

Balance” means the Price less the Commission (plus any applicable VAT);

“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

Change Notice” has the meaning given in clause 15.1;

Commission” means 12% of the Price plus any applicable VAT;

Content” means any content uploaded, supplied and/or provided by the Seller on the Signaturize Sites;

Customer” means a consumer using the Signaturize Sites;

“Data Controller, Data Subject, Data Processor” and “Personal Data”, shall have the respective meanings given to each of them in the Data Protection Legislation;

Data Protection Legislation” means GDPR and Directive 2002/58/EC and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them, and all other applicable laws relating to processing of Personal Data and privacy that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by supervisory authorities;

Delivery Charges” means any delivery charges which apply to the shipment of a Product;

DP Losses” means all liabilities, including: (a) costs (including legal costs), claims, demands, actions, settlements, charges, procedures, expenses, losses and damages; and (b) to the extent permitted by applicable law: (i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a Supervisory Authority or any other relevant regulatory authority; (ii) compensation to a Data Subject ordered by a Supervisory Authority, court or other tribunal of competent jurisdiction; and (iii) the costs of compliance with investigations by a Supervisory Authority or any other relevant regulatory authority;

Extended Notice Period” has the meaning given in clause 15.1;

GDPR” means, in each case to the extent applicable to the processing activities: (i) Regulation (EU) 2016/679; and (ii) Regulation (EU) 2016/679 as amended by any legislation arising out of the withdrawal of the UK from the European Union;

Good Industry Practice” means the exercise of that degree of skill, diligence, prudence and operating practice which, at the relevant time, would reasonably and ordinarily be expected from a skilled and experienced data controller engaged in the same or a similar business and seeking, in good faith, to comply with its obligations;

Group” means in relation to either party, that party and any company which is from time to time a subsidiary or holding company of that party or a subsidiary of any such holding company (and the terms “subsidiary” and “holding company” shall have the meanings given to them by section 1159 of the Companies Act 2006) and “Group Company” shall be construed accordingly;

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Listing” means a listing for a Product and/or Service on the Signaturize Sites which provides details of the Product and/or Service being offered for purchase;

Price” means the price set out in a Listing for the provision of a Product and/or Service;

Product” means a Product made available for purchase on the Signaturize Sites;

Protected Data” means Personal Data received by the Seller from Signaturize for the purposes of fulfilling orders and and/or Personal Data otherwise processed by the Seller in connection with this Agreement;

Requesting Party” has the meaning given in clause 8.7;

Security Incident” has the meaning given in clause 8.4;

Seller” means the business registering to receive, or receiving, the Signaturize Services;

Seller Portal” means the portal through which Sellers are able to offer Products and/or Services on the Signaturize Sites, the current URL being https://supplier.signaturize.com;

Service” means a Service made available for purchase on the Signaturize Sites;

Sourcing Service” has the meaning given in clause 5.1;

Signaturize Services” means the provision of the opportunity to: (i) post Listings on the Signaturize Sites; and (ii) transact directly with Customers for the supply of Products and/or Services to those Customers;

Signaturize Sites” means the following distribution platforms: (i) the official Signaturize website (including all sub-domains), the current URL being https://www.signaturize.com/,(the “Website“); and (ii) the official Signaturize mobile application (the “App“)

Terms of Sale” means the terms of sale applicable to purchases made via the Signaturize Sites, available here;

Third Party Seller Contract” means a contract between a Customer and the Seller for the provision of Products and/or Services by the Seller to that Customer;

Transaction” means the purchase by a Customer of the Seller’s Products and/or Services on the Signaturize Sites; and

VAT” means value added tax or any other applicable sales or turnover tax from time to time.

  • In this Agreement:
    • use of the singular includes the plural and vice versa;
    • any references to a “person” or “entity” shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality);
    • 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 includes any subordinate legislation made from time to time under that statute or statutory provision;
    • any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and
    • a reference to writing or written includes email.
  1. account registration
    • In order to receive the Signaturize Services, the Seller will need to register an account (“Account”) on the Seller Portal. To register an Account the Seller will need to provide Signaturize with certain information (such as the Seller’s company name, contact details and VAT registration details), create a password and follow the instructions. The Seller acknowledges that it will need to be registered for VAT in order to open an Account.
    • Signaturize may ask the Seller to complete additional verification before it allows the Seller to open an Account.
    • If the Seller’s Account is successfully opened, the Seller will be able to set up multiple users (“Account Users”) and will have the option to configure the access rights for each Account User within the Seller Portal. Account login credentials are for individual use only and the Seller shall:
      • ensure that only one person uses each Account User profile; and
      • procure that all Account Users keep their log-in details confidential.

The Seller shall be responsible for the activities of all its Account Users and each Account User shall be deemed to be a representative of the Seller.

  • The Seller acknowledges that use of the Website and the Seller Portal will also be governed by Signaturize’s Website Terms of Use (available here).
  • The Seller will be required to have a Stripe account in order to receive any payments due to it pursuant to a Third Party Seller Contract. The Seller acknowledges that:
    • it will be required to comply with any terms and conditions applicable to such Stripe account; and
    • Signaturize is not a party to any agreement between the Seller and Stripe.
  • Subject to clauses 3 to 13.5 (inclusive) Signaturize has the right to disable any Accounts and/or passwords, at any time, if in Signaturize’s reasonable discretion, the Seller has failed to comply with any of the provisions of this Agreement.
  • If the Seller knows or suspects that any unauthorised person has access to the Seller’s Account login details (including an Account User’s login details), the Seller should immediately notify Signaturize at support@signaturize.com.
  • The Seller is responsible for any unauthorised use of the Seller’s login details (including the login details of each Account User).
  1. Supply of signaturize services
    • Subject to clauses 1.3 and 6.2, Signaturize shall supply the Signaturize Services to the Seller in accordance with this Agreement.
    • In supplying the Signaturize Services, Signaturize shall:
      • perform the Signaturize Services with reasonable care and skill; and
      • comply with Applicable Law, provided that Signaturize shall not be liable under this Agreement if, as a result of such compliance, it is in breach of any of its obligations under this Agreement.
    • Signaturize shall endeavour to provide constant, uninterrupted access to the Signaturize Sites. However:
      • Signaturize may suspend, withdraw, discontinue or change parts of the Signaturize Sites without notice;
      • the Signaturize Sites may not be uninterrupted, timely, secure or error-free; and
      • from time to time Signaturize may need to close the Signaturize Sites and suspend the Signaturize Services to carry out upgrade and/or maintenance.
  1. use of the signaturize sites
    • The Seller shall not:
      • use the Signaturize Sites in any unlawful manner, for any unlawful purpose or in any manner inconsistent with this Agreement (which includes transmitting any computer viruses, or using them in a manner which is discriminatory, offensive, abusive, malicious, defamatory or otherwise violates or infringes the rights of anyone else);
      • infringe Signaturize’s Intellectual Property Rights or those of any third party in relation to its use of the Signaturize Sites;
      • provide any false or misleading information in its Account details;
      • post any Content on the Signaturize Sites that is false, misleading, defamatory, offensive or otherwise objectionable;
      • except as permitted by Applicable Law, modify, decompile or reverse engineer any software supplied as part of, or in connection with, the Signaturize Sites;
      • use the Signaturize Sites by automated means or otherwise for the purposes of scraping, extracting or otherwise obtaining any material from Signaturize for use within a third party website or application;
      • collect or harvest any information or data from Signaturize’s systems or attempt to decipher any transmission to or from the servers running the Signaturize Sites;
      • use the contact information of any user of the Signaturize Sites (including Customers) for any purpose other than in relation to a Transaction;
      • use any ratings or feedback system on the Signaturize Sites in a way which is unfair or unlawful;
      • by any act or omission bring the Signaturize Sites and/or Signaturize and/or any of Signaturize’s Group Companies or affiliates into disrepute;
      • use the Signaturize Sites in any way that is contrary to Signaturize’s public image, goodwill or reputation;
      • express or imply that any of its statements, activities or causes are endorsed by Signaturize, without Signaturize’s prior consent in each instance;
      • test or develop any third-party integrations with the Signaturize Sites without Signaturize’s express written permission;
      • “frame” or “mirror” any part of the Signaturize Sites without Signaturize’s prior written consent;
      • execute any form of network monitoring or run a network analyser or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between or with the servers of the Signaturize Sites servers or any data not intended for it;
      • copy, or otherwise reproduce or re-sell any part of the Signaturize Site unless expressly permitted to do so in this Agreement;
      • access, query or search the Signaturize Sites with any automated system, other than through Signaturize’s published interfaces;
      • circumvent any technical measures Signaturize uses to provide and/or secure the Signaturize Sites; and
      • create multiple accounts to evade punishment or avoid restrictions.
    • The Seller warrants and represents that:
      • it shall comply with Applicable Law in relation to the exercise of its rights, and fulfilment of its obligations under this Agreement;
      • it will keep accurate and up-to-date all information related to its Account;
      • it will comply with this Agreement at all times; and
      • it will comply in full with all Third Party Seller Contracts that it enters into from time to time.

User Generated Content

  • If it is the case that the Seller supplies/uploads any Content to the Signaturize Sites– whether it be pictures, text, sound recordings or whatever – the Content the Seller supplies must comply with the following rules:
    • it must not be obscene, abusive, offensive or racist and it must not promote or propose hatred or physical harm against anyone;
    • it must not harass or bully another person;
    • it must be true and honest so far as the Seller knows;
    • it must not be defamatory of anyone;
    • it must not use the material or content or infringe the rights or privacy of anyone else; for example the Seller should not use images of well-known characters, footage or music (unless it is the Seller’s own or it has permission to use it);
    • it must not contain someone else’s personal details or confidential information relating to other people; and
    • it must not promote or condone terrorism, violence or illegal behaviour.
  • Signaturize reserves the right to refuse to accept or refuse or cease to use any Content supplied by any person that Signaturize believes contravenes these rules.
  • In addition, Signaturize may from time to time provide interactive services on the Signaturize Sites that shall enable the Seller to upload Content, including, without limitation:
    • comment facilities; and/or
    • bulletin boards,

(together “Interactive Services“).

  • Where Signaturize provides an Interactive Service, it will use reasonable endeavours to provide information to the Seller about the kind of service offered and if it is moderated. However, Signaturize is under no obligation to oversee, monitor or moderate any Interactive Service it provides.
  1. third party seller contract
    • Signaturize offers a sourcing service whereby, following an instruction from a Customer, it consults with third party sellers to obtain quotes for items which that Customer wishes to source (the “Sourcing Service”). The Signaturize Sites allow Customers using the Sourcing Service to view quotes provided by third party sellers in Listings, thereby introducing and linking third party sellers with Customers and providing third party sellers with the opportunity to sell their Products and/or Services to Customers directly. Accordingly, the Seller acknowledges that:
      • the conclusion of a Transaction is an offer by a Customer to enter into a contract with the Seller which, if accepted by the Seller, will result in a direct contract between the Seller and that Customer and the formation of a Third Party Seller Contract;
      • Signaturize is not a party to any Third Party Seller Contract; and
      • Signaturize shall have no liability under any Third Party Seller Contract.
    • If the Seller chooses to offer Products and/or Services on the Platform, the Terms of Sale will apply to any contract the Seller enters into with a Customer. The Seller may choose to offer Additional Terms (“Additional Terms”) to a Customer, provided that the Additional Terms shall not limit or restrict the rights granted to the Customer in the Terms of Sale. .
    • If Additional Terms apply to the Products and/or Services offered by the Seller, the Seller shall ensure that:
      • the Additional Terms are clearly visible on its Listings and made available to Customers before they enter into a Third Party Seller Contract with the Seller; and
      • any Additional Terms that the Seller chooses to apply are fair, reasonable and comply at all times with Applicable Law, including consumer protection laws.
  1. Seller’s Obligations
    • The Seller shall:
      • co-operate with Signaturize in all matters relating to the Signaturize Services;
      • confirm acceptance of orders placed by Customers for the Products and/or Services offered by the Seller within 2 Business Days;
      • provide, for Signaturize, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Seller’s data as reasonably required by Signaturize to perform the Signaturize Services; and
      • provide, in a timely manner, such information as Signaturize may reasonably require (whether in response to a request for a quote to be provided to a Customer as part of the Sourcing Services or otherwise), and ensure that it is accurate and complete in all material respects.
    • If Signaturize’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Seller, its agents, subcontractors, consultants or employees, Signaturize shall:
      • not be liable for any costs, charges or losses sustained or incurred by the Seller that arise directly or indirectly from such prevention or delay;
      • be entitled to payment of the Commission despite any such prevention or delay; and
      • be entitled to recover any additional costs, charges or losses Signaturize sustains or incurs that arise directly or indirectly from such prevention or delay.
  1. Listings
    • The Seller can post a Listing on the Signaturize Sites free of charge.
    • The Seller warrants and undertakes to Signaturize that it will only list Products and/or Services for sale on the Signaturize Sites which it has all necessary approvals, licences, permissions, consents and rights under Applicable Law to provide.
    • When posting a Listing, the Seller agrees:
      • to provide contact details which a Customer can use to contact it;
      • that any Products and/or Services provided in the Listing will be similar to the item(s) that the Customer is intending to source;
      • that it will specify in the Listing whether any modifications can be made to the Products and/or Services being offered and any charges applicable to such modifications;
      • that the Listing will clearly specify the Seller’s cancellation and refunds policy;
      • that the Listing will comply with all Applicable Laws and regulations, including consumer protection laws and advertising laws;
      • that it is responsible for accurately describing the Products and/or Services being offered, including any Product dimensions or specific terms of service;
      • that it is responsible for setting the Price, which shall include any additional charges relating to the Products and/or Services, such as call-out fees;
      • that the total Price and all Delivery Charges shall be clearly and prominently stated. The Delivery Charges set out in the Listing will be used to provide Customers with an indication of the likely cost of returning a Product. If the cost of returning a Product is likely to be different to the Delivery Charges, the Supplier shall ensure that the likely cost of returning the Product is also specified in the Listing;
      • that it will ensure that ensure that Products and/or Services made available on the Signaturize Sites are not offered at a higher price than equivalent Products and/or Services made available by the Seller outside of the Signaturize Sites;
      • that it will only upload a Listing to provide Products and/or Services which it is legally able to provide;
      • that any photos it uploads will accurately reflect the Products and/or Services being offered;
      • that the Listing will not infringe the rights of any third party, including Intellectual Property Rights;
      • that any Products set out in the Listing are not a prohibited or restricted item as set out in Schedule 1;
      • that any Additional Terms which apply to the Listing do not conflict with Applicable Law;
      • that it shall not interfere with any Listing posted by another seller on the Signaturize Sites; and
      • not to take any action with the intention of circumventing or manipulating the Commission due to Signaturize.
    • The placement and ranking of the Seller’s Listing on the Signaturize Sites will be determined by the following factors:
      • how closely the Product and/or Service in the Listing matches the item(s) requested by the Customer using the Sourcing Service, with the most relevant Listings displayed first; and
      • the total cost to the Customer of the Products and/or Services set out in Listing, taking into account the Price and Delivery Charges (if any), with the Listings displayed in ascending order of total cost.
    • Signaturize may restrict or suspend a Listing from the Signaturize Sites if it believes that it contravenes this Agreement. If Signaturize does so, it shall provide the Seller with a written statement of reasons for Signaturize’s decision. For the avoidance of doubt, Signaturize is not obligated to review any Listing prior to it being uploaded and is not obliged to once it is live on the Signaturize Sites, but it reserves the right to take down and/or restrict access to any Listing that it believes contravenes this Agreement.
  2. Data protection
    • The parties acknowledge that Signaturize and the Seller each act as independent Data Controllers. Signaturize and the Seller agree to comply with applicable Data Protection Legislation in respect of Personal Data processed in connection with this Agreement.
    • The Seller shall only use Protected Data received under this Agreement solely for the purposes of fulfilling Third Party Seller Contracts with Customers and may not use such Protected Data for any purpose other than the fulfilment of Third Party Seller Contracts, the provision of customer service support in connection with a Product and/or Service and/or as otherwise permitted under this Agreement.
    • The Seller must comply, and must ensure that its personnel and other representatives comply, with the provisions of the Data Protection Legislation applicable to the fulfilment of Third Party Seller Contracts and processing of Protected Data. The Seller must not do, or omit to do, and must ensure that its personnel and other representatives do not do or omit to do, anything that would cause (or may be reasonably expected to cause) Signaturize to be in breach of any provision of any Data Protection Legislation.
    • The Seller must promptly (and in any event within 24 hours of the Seller becoming aware of the matter) notify Signaturize of any accidental or intentional damage, alteration, destruction, unauthorized disclosure, loss, misuse or theft of or to Protected Data (“Security Incident“). The Seller shall provide full cooperation and assistance to the Signaturize and its Group Companies and/or affiliates in respect of their efforts to (a) investigate, remediate, and mitigate the effects of the Security Incident and (b) comply with notification obligations to individuals, clients or regulatory authorities.
    • The Seller shall not transfer any Protected Data outside of the European Economic Area or the United Kingdom unless the following conditions are fulfilled:
      • the Seller has provided appropriate safeguards in relation to the transfer;
      • the Data Subject has enforceable rights and effective legal remedies; and
      • the Seller complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred.
    • The Seller shall and shall procure that any other person it authorises to process the Protected Data shall, at no additional cost: implement (and update from time to time as needed) appropriate technical, organisational, and security measures (including any specific security measures notified by Signaturize) to protect Protected Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, disclosure, or alteration which shall as a minimum be in compliance with Data Protection Legislation and Good Industry Practice.
    • Upon a party’s reasonable written request (the “Requesting Party“), the other party shall provide the Requesting Party with all co-operation and assistance reasonably requested by the Requesting Party in relation to individuals exercising their rights under applicable Data Protection Legislation to enable the Requesting Party to respond to that request in compliance with applicable deadlines and information requirements.
    • The Seller shall not retain or process any Protected Data for longer than is necessary in connection with fulfilling Third Party Seller Contracts, or, if longer, to adhere to its binding requirements under Applicable L
    • The Seller shall indemnify and keep indemnified Signaturize in respect of all DP Losses suffered or incurred by Signaturize, arising from or in connection with any breach by the Seller or any of its Data Processors and sub-Processors of its obligations under this clause 8 and/or applicable Data Protection Legislation.
  3. Intellectual property
    • Signaturize and its licensors shall retain ownership of all Intellectual Property Rights in the Signaturize Sites and their content and the “Signaturize” name and mark. The Seller and its licensors shall retain ownership of all Intellectual Property Rights in the Content.
    • Signaturize grants the Seller a fully paid-up, worldwide, non-exclusive, royalty-free, revocable licence to use the Seller Portal provided that it complies with this Agreement and the documents referred to in it. Signaturize reserves all other rights.
    • The Seller hereby grants Signaturize, to the greatest extent permissible by applicable law, a perpetual, irrevocable, sub-licensable, worldwide, royalty-free transferable licence to use the Content for the purposes of operating the Signaturize Sites (and in particular ensuring that the Seller’s Content is available on a Listing), and for the purposes of advertising and promoting the Signaturize Sites in any and all media.

Warranties

  • The Seller warrants that:
    • it owns, or has a licence to use in accordance with this Agreement, all rights (including Intellectual Property Rights) in its Content; and
    • the use by Signaturize (including the inclusion on the Signaturize Sites by Signaturize) of any Content in accordance with this Agreement shall not infringe the rights, including the Intellectual Property Rights, of any third party.
  1. Charges and payment
    • In consideration for the provision of the Signaturize Services, it is a condition of this Agreement that the Seller shall pay Signaturize the Commission in accordance with this clause 10.
    • Following payment by a Customer of the Price, the Commission will become immediately due and payable by the Seller. When the Price is paid into the Seller’s Stripe Account:
      • the Commission will be immediately deducted by Stripe and paid to Signaturize; and
      • the Seller will retain the Balance.
    • If a Customer exercises their right to cancel a Third Party Seller Contract or return a Product and, as a result, that Customer is entitled to a full refund from the Seller:
      • the Seller shall provide the Customer with a full refund of all amounts paid by that Customer; and
      • Signaturize will return the Commission paid by the Seller pursuant to the Transaction with that Customer.
    • Signaturize may set off any liability the Seller owes to it (including, for example, to account for any refunds, chargebacks, fraudulent activity and/or money laundering).
    • Signaturize has the right to make changes to the Commission from time to time, although it shall provide the Seller with at least thirty (30) days’ notice of such a change. Any such change shall not apply to any Third Party Seller Contract entered into during the thirty (30) day notice period.
    • The Seller is responsible for compliance with all applicable tax and regulatory obligations (including any VAT, applicable customs charges, import taxes, duties or similar charges applicable to shipment of Products) pursuant to a Third Party Seller Contract. Signaturize recommends that the Seller takes independent legal and tax advice in this respect.
    • If the Seller fails to make any payment due to Signaturize under this Agreement by the due date for payment, then, without limiting Signaturize’s remedies under clause 13:
      • the Seller shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
      • Signaturize may suspend any or all Signaturize Services until payment has been made in full.
  1. compliance

Anti-Slavery and Anti-Bribery

  • The Seller warrants and undertakes to Signaturize that:
    • it is, and all persons utilising its rights or discharging its obligations on its behalf are, and will at all times be fully compliant with all Applicable Laws relating to anti-bribery and anti-corruption, including the Bribery Act 2010 (the “Anti-Bribery Requirements”);
    • it has and shall maintain adequate procedures, methodologies and structures in place to prevent persons associated with it from undertaking conduct that might amount to a breach of the Anti-Bribery Requirements and which at least meet or exceed the procedures, methodologies and structures recommended by prevailing government-issued guidance and those implemented in accordance with good industry practice for the Seller’s business sector;
    • it shall promptly disclose to Signaturize in writing any instance of soliciting, receiving from or offering to any third party any bribe or other benefit in connection with its performance of this Agreement;
    • it, and all persons utilising its rights or discharging its obligations under and in accordance with this Agreement on its behalf, are and will at all times be fully compliant with all Applicable Laws relating to anti-slavery and human trafficking, including the UK Modern Slavery Act 2015 (the “Anti-Slavery Requirements”);
    • it shall not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the UK Modern Slavery Act 2015 (If such activity, practice or conduct were carried out in the UK);
    • it has and shall maintain adequate procedures, methodologies and structures in place to prevent persons associated (including subcontractors or other members of its supply chain) with it from undertaking conduct which might amount to a breach of the Anti-Slavery Requirements and to respond to and deal with actual or potential breaches of the Anti-Slavery Requirements; and
    • it shall notify Signaturize as soon as it becomes aware of any breach of the Anti-Slavery Requirements or any actual or suspected slavery or human trafficking in a supply chain which has a connection with this Agreement.

Preventing the criminal facilitation of tax evasion

  • The Seller shall comply with all Applicable Laws relating to tax evasion and the criminal facilitation of tax evasion, including the Criminal Finances Act 2017.
  • The Seller shall not take any action to criminally facilitate tax evasion by a taxpayer either in the UK or overseas. Criminal tax evasion includes any fraudulent activity that intends to divert funds from the public revenue. Criminal facilitation of tax evasion in the UK includes deliberately and dishonestly facilitating the commission of revenue fraud by another person.
  • The Seller confirms that it is responsible for its own tax affairs, is subject to taxes in full in the jurisdiction in which it is established, and that it does not criminally facilitate the evasion of tax by a taxpayer either in the UK or overseas.
  1. disputes
    • Signaturize will only mediate disputes relating to transactions which take place on the Signaturize Sites. Signaturize is not a party to any Third Party Seller Contract. As such, if the Seller has a dispute with a Customer, Signaturize recommends that the Seller works directly to that Customer to try and resolve the dispute in the first instance.
    • If the Seller is unable to resolve its dispute with a Customer within ten (10) Business Days of contact with that Customer regarding the dispute, Signaturize will attempt to mediate as set out in this clause 12.
    • If the Seller wishes to contact Signaturize regarding a dispute, Signaturize will ask the Seller to provide details of the issue, including:
      • the order number;
      • a description of the dispute;
      • the date the Seller entered into the Third Party Seller Contract;
      • the Products and/or Services which are being provided under the Third Party Seller Contract;
      • the information supplied about the Products and/or Services in the Listing, including any description(s) and image(s) of the Products and/or Services; and
      • how the Seller has attempted to resolve the dispute.
    • Signaturize will ask the Seller and the Customer to provide it with further details of the issue, which may include all or some of the information set out in clause 3.
    • Once Signaturize has received any information requested pursuant to clause 4, it will consider the dispute and provide a response within 10 Business Days.
    • Signaturize will not be acting as an arbitrator in relation to any dispute and either party to a dispute will be entitled to pursue legal action at any time.
  2. Suspension and termination

Termination by the Seller

  • The Seller may cancel its agreement to this Agreement by cancelling its Account. However:
    • if the Seller is in a dispute with a Customer, the Seller will not be able to cancel its Account until the dispute has been resolved; and
    • if the Seller has entered into a Third Party Seller Contract, the Seller will not be able to cancel its Account until it has discharged all of its obligations under the Third Party Seller Contract.
  • The Seller can cancel its Account by contacting Signaturize using the contact details set out for Signaturize in clause 19.

Suspension and termination by Signaturize

  • Subject to clause 4, Signaturize may suspend or terminate the Seller’s Account and prohibit the Seller from entering into any Third Party Seller Contracts or otherwise accessing the Signaturize Sites on thirty (30) days’ prior notice to the Seller, for example if the Seller breaches any material term of this Agreement or any Third Party Seller Contract or Signaturize discontinues the Signaturize Services. Where Signaturize terminates the Seller’s Account pursuant to this clause 13.3, it shall provide the Seller with  a written statement of reasons for that decision.
  • Signaturize may also, without advance notice, suspend or terminate the Seller’s Account and prohibit the Seller from entering into any Third Party Seller Contract or otherwise accessing the Signaturize Sites if:
    • Signaturize is subject to a legal or regulatory obligation which requires Signaturize to terminate the provision of the whole of the Signaturize Sites to the Seller in a manner which does not allow Signaturize to provide advance notice;
    • there is an imperative reason pursuant to Applicable Law;
    • Signaturize can demonstrate that the Seller has repeatedly breached this Agreement; or
    • Signaturize reasonably believes that the Seller’s Account is or has been the subject of any fraudulent activity or money laundering (or any attempt at the same) or excessive amounts of chargebacks, whether or not such activity or attempted activity is due to the Seller’s acts or omissions.

In such circumstances, Signaturize will (subject to clause 13.5 below) provide the Seller with a written statement of reasons.

  • Signaturize shall not provide the Seller with a written statement of reasons where Signaturize is subject to a legal or regulatory obligation not to provide the specific facts or circumstances or the reference to the applicable ground or grounds, or where Signaturize can demonstrate that the Seller has repeatedly breached this Agreement, resulting in termination of the provision of the Signaturize Sites to the Seller.

Consequences of termination

  • On termination of the Seller’s Account for any reason:
    • the Seller’s Account will be deleted;
    • the Seller shall immediately pay all outstanding unpaid Commission;
    • the Seller must immediately return to Signaturize any Balance it has received for: (i) Services it has not yet performed; and/or (ii) Products it has not yet supplied;
    • the Seller will not have access to the information provided or generated by it; and
    • the licence granted in clause 2 will cease.
  • On termination of the Seller’s Account in accordance with clause 3 or 13.4:
    • the Seller will be prohibited from creating any further Accounts; and
    • all incomplete Third Party Seller Contracts entered into by the Seller will be terminated and the Seller will not receive any Balance due under such Third Party Seller
  • Save where the Seller’s Account is terminated by Signaturize pursuant to clause 3 or 13.4, Signaturize will transfer any outstanding Balance to the Seller within forty-five (45) days of the effective date of termination.
  • Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
  1. Indemnities
    • The Seller shall indemnify and hold Signaturize harmless against any losses, costs, liabilities and expenses suffered or incurred by Signaturize as a result of:
      • any claim that the use of the Seller’s Content by Signaturize in accordance with this Agreement infringes the rights (including the Intellectual Property Rights) of any third party;
      • any use by the Seller of Signaturize’s Intellectual Property Rights other than in accordance with this Agreement;
      • the listing and/or provision by the Seller of any Products and/or Services that it does not have all rights under Applicable Law to provide;
      • any claim made against Signaturize arising out of the Seller’s breach of any Third Party Seller Contract; and/or
      • any other breach of this Agreement.
  1. Changes to this agreement
    • Subject to clause 3, Signaturize may amend or add to this Agreement by providing no less than thirty (30) days’ notice to the Seller in writing (the “Change Notice“), save that if the amendments or additions require the Seller to make technical or commercial adaptations, Signaturize will provide the Seller with such longer notice period, if necessary, as is reasonable in the circumstances (the “Extended Notice Period“).
    • Subject to clause 1, the Seller may cancel its agreement to this Agreement before the expiry of the relevant notice period set out in the Change Notice. The Seller may waive its right to cancel by means of a written statement or clear affirmative action after receipt of the Change Notice. By continuing to use the Signaturize Sites after receipt of the Change Notice, unless the Seller has indicated its intention to cancel or if the Extended Notice Period applies, the Seller shall be deemed to have waived its cancellation right under this clause 15.2.
    • The requirement for Signaturize to provide advance notice for any amendments or additions to this Agreement under this clause 1 shall not apply where:
      • Signaturize is subject to a legal or regulatory obligation which requires it to change this Agreement in a manner which does not allow Signaturize to respect the notice period referred to in clause 1; or
      • Signaturize has exceptionally changed this Agreement to address an unforeseen and imminent danger related to defending the Signaturize Sites, the Signaturize Services or the users of the Signaturize Sites from fraud, malware, spam, data breaches or other cybersecurity risks.
    • The Seller can cancel its Account by contacting Signaturize using the contact details in clause 19.
  2. Limitation of liability
    • Nothing in this Agreement excludes or limits the Seller’s or Signaturize’s liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation; or
      • any other liability which may not be limited or excluded under applicable law.
    • Save as set out in clause 1, the following sub-clauses apply.
      • In no event shall Signaturize be liable to the Seller for any loss or damage that the Seller suffers under or in connection with any Third Party Seller Contract.
      • Whilst Signaturize may attempt to mediate disputes between the Seller and Customers in accordance with clause 11, Signaturize is not a party to such disputes. In no event shall Signaturize be liable to the Seller for any loss or damage that the Seller suffers as a result of or in connection with a dispute with a Customer.
      • In no event shall Signaturize be liable to the Seller for any loss of profits, loss of revenue, loss of contracts, failure to realise anticipated savings or for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise.
      • Signaturize’s total aggregate liability to the Seller in respect of any loss or damage suffered and arising out of or in connection with this Agreement, whether in contract (including arising under any indemnity), tort (including negligence) or otherwise shall be limited to: (i) £100; or (ii) the total amount of Commission received by Signaturize from the Seller in the 12 month period preceding the month in which the relevant event giving rise to the claim arose, whichever is the greater.
      • The Seller shall indemnify and hold Signaturize harmless against any losses, costs, liabilities and expenses suffered or incurred by Signaturize and/or its Group Companies and/or affiliates as a result of any breach of this Agreement.
    • This clause 16 shall survive termination or expiry of this Agreement.
  3. Notices
    • Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
      • delivered by hand or by pre-paid first-class post or other next working day delivery service; or
      • sent by email,

in the case of Signaturize to the address specified in clause 19 and in the case of the Seller to the address specified in the Seller’s Account as may be updated by written notice from time to time.

  • Any notice shall be deemed to have been received:
    • if delivered by hand, at the time the notice is left at the proper address;
    • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
    • if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
  • A notice given under this Agreement in relation to the termination of, or legal proceedings arising out of or in relation to, this Agreement, is not valid if sent only by email.
  1. General
    • Neither party shall 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 results from events, circumstances or causes beyond its reasonable control (and the parties agree that the disruption caused by the COVID-19 pandemic shall not constitute a circumstance beyond a party’s reasonable control for the purposes of this Agreement).
    • The Seller shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without Signaturize’s prior written consent.
    • Signaturize may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Agreement to any of its Group Companies.
    • If Signaturize wishes to novate this Agreement to any of its Group Companies, it shall notify the Seller of the same at least 14 days in advance of such intended novation and the Seller shall promptly enter into an agreement provided by Signaturize documenting such novation, unless within 7 days of Signaturize notifying the Seller of the intended novation the Seller has notified Signaturize that the novation of this Agreement from Signaturize to the applicable Group Company will have a material adverse effect on the performance of the Signaturize Services (in which case the parties shall enter into good faith discussions with the aim of resolving such concerns).
    • This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    • Each party acknowledges that in entering into this 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 this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. Nothing in clause 5 and this clause 18.6 shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.
    • Either party shall be permitted to make any public announcements, communications or circulars concerning: (i) the existence of this Agreement (but not the terms of this Agreement or any confidential information contained in, or related to, this Agreement); and (ii) the relationship of the parties (“Announcements”), provided that, in the case of the Seller, it obtains the prior written consent of Signaturize before making an Announcement (such consent not to be unreasonably withheld or delayed).
    • No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    • A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    • If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 10 shall not affect the validity and enforceability of the rest of this Agreement.
    • Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
    • Each party at its own cost agrees to do and execute and perform such further deeds, documents, assurances, acts and things as may be required to give effect to the terms, intent and purposes of this Agreement.
    • This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
    • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation, provided that the foregoing is without prejudice to each party’s right to seek injunctive or other interlocutory relief in any court of competent jurisdiction.
  2. contacting signaturize
    • If the Seller wishes to contact Signaturize, it can do so using the following details:

Address:                             The Refinery

13 Radnor Walk

Chelsea

London

United Kingdom

SW3 4BP

Email address:                   support@signaturize.com

Telephone number:        +44 (0) 20 3051 2775