Terms Of Service 

General Terms

1.    Definitions and Interpretation

1.1    In a Contract, unless the context otherwise requires, these terms will be given the following meanings:

“Adequate Territory”: (i) with respect to transfers from the EEA to a Third Country that is outside of the EEA, a territory outside of the EEA that has been designated by the European Commission as ensuring an adequate level of protection pursuant to Data Protection Law; and (ii) with respect to transfers from the United Kingdom to a Third Country, a territory that has been recognised by the United Kingdom as ensuring an adequate level of protection pursuant to Data Protection Law;

"Affiliate": in relation to a body corporate, any other entity which directly or indirectly Controls, is Controlled by, or is under  direct or indirect common Control with, that body corporate from time to time;

"Business Day": a day not being a Saturday, Sunday, bank or public holiday on which trading banks are generally open for business in the City of London;

"Charges": the fees payable for Services as detailed in the Order Form;

"Commencement Date": the date on which the Services shall commence as specified in the relevant Order Form;

“Compliance Requirements”: has the meaning set out in clause 14.2;

"Confidential Information”: the terms of the Contract and the negotiations relating to it, and all materials, data and other documents which are disclosed by one party to the other in fulfilling the provisions and intent of the Contract or which are otherwise provided to the other in the contemplation of or the performance of the Contract, subject to the following:

(a)    the Customer Materials are the Confidential Information of the Customer; and

(b)    the Stamp Out Materials are the Confidential information of Stamp Out;

"Contract": a contract for the provision of Services comprising the relevant Order Form and any documents referred to in an Order Form for such Services, including any Service Specific Terms, and these General Terms; 

"Contract Year": each successive twelve (12) month period commencing on the Commencement Date and on each anniversary thereof; 

"Control": where a person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares, by contract or otherwise) and "Controls" and "Controlled" shall be interpreted accordingly;

"Customer": the entity named as such in an Order Form and the Customer’s Affiliates (if any);

"Customer Material": all data, information, documents, and materials provided by the Customer or its Users, or required from the Customer for the performance of a Contract, or provided to the Customer as an output of the Services, including in all reports produced by Stamp Out as part of the Services, but excluding the Stamp Out Material;

"Customer Obligations": any obligations of the Customer that are set out in a Contract, any terms that are applicable to the Customer’s use or receipt of a Service and are incorporated into the Contract by reference, and any other reasonable requests notified to the Customer in connection with its use of the Services;

“Data Protection Law”: (i) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; or (ii) to the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Supplier us subject, which relates to the protection of personal data;  (a) along with all other applicable data protection and privacy regulations, orders, directions or code of practices and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended) (b) any other applicable data privacy or data protection laws; and (c) any associated binding judgments of any competent tribunal, regulatory body or court of law, each as applicable and as amended, supplemented, substituted or replaced from time to time. The terms Controller, Processor, Process, Personal Data, Third Country and Data Subject have the meanings given to them under Data Protection Law. The description of Processing means the description set out in Schedule and the term “Data Protection Laws” shall be defined accordingly;

"Effective Date": the date upon which a Contract comes into force as specified in clause 2.3;

“European Economic Area” or “EEA”: those member states that are subject to the Agreement on the European Economic Area dated 1 January 1994 including the member states of the European Union and Iceland, Liechtenstein and Norway;

“EU GDPR”:  means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law;

"Expenses": any expenses as agreed in writing between the parties;  

"Force Majeure Event": an act of God; or war, insurrection, riot, civil commotion, act or  threat  of terrorism; or lightning, earthquake, fire, flood, storm, or extreme weather condition; or theft, malicious damage; or strike, lockout, industrial dispute (whether affecting the workforce of a party and/or any other person); or epidemic, pandemic, or notifiable disease; or breakdown or failure of plant, machinery, or equipment, or of public networks; or inability to obtain essential supplies or materials; or change in Law; or any other event or circumstance to the extent it is beyond the reasonable control of the relevant party;

"General Terms": this document and any Schedules thereto, as may be amended from time to time;

“Infringement Claim”: has the meaning set out in clause 9.1;

"Indemnified Party”: has the meaning set out in clause 9.2;

"Indemnifying Party”: has the meaning set out in clause 9.2;

"Initial Term": (if any) the minimum term that applies to the relevant Service commencing on the Commencement Date as set out in the relevant Order Form; 

"Intellectual Property Rights": patents and applications for patents, trade marks, service marks and domain names and applications for the same, unregistered trade marks and rights in trade names and business names, copyright (including copyright in computer software), know how, database rights, rights in designs and rights in inventions, the layout and formatting of documents, and any rights of the same or similar effect or nature as any of the foregoing;

“Investigation Support Service”: has the meaning set out in the Investigation Service -Service Specific Terms;

"Law": any applicable law, statute, bye-law, regulation, order, regulatory policy, guidance or industry code, rule of court or directives or requirements of any regulatory body, delegated or subordinate legislation or notice of any regulatory body;

“Model Clauses” means the Standard Contractual Clauses for the transfer of personal data to processors established in third countries as approved by the European Commission in Decision 2010/87/EU, as such model clauses may be amended or superseded by the European Commission or the ICO (as the case may be) from time to time;

"New Product": any new materials or service elements which from time to time are publicly marketed and offered for purchase by Stamp Out in the course of its normal business, being a product which contains such significant differences from its other products as to be generally accepted in the marketplace as constituting a new product;

"Open  Source Software":  any  software code that  is made available to the public generally    in source code form without any confidentiality restrictions, including any code that is derived in any manner (in whole or in part) from such code;

"Order Form": an order form in the format provided by Stamp Out to the Customer; 

"party": means either the Customer or Stamp Out and "parties" shall be defined accordingly;

“Permitted Recipients”: has the meaning set out in clause 12.2(a);

"Purchase Order": any purchase order, or other administrative information, that the Customer requires in order for Stamp Out to raise, or for the Customer to pay, invoices in accordance with the Contract;

“Relief Event”: has the meaning set out in clause 6.5;

“Security Measures”: has the meaning set out in Schedule 2;

"Service": any one or more of the Whistleblowing Service or any other service as agreed between the parties, each as specified in an Order Form, including the provision of any materials which are incidental to the provision of a specified Service, as may be amended from time to time in accordance with the Contract and "Services" shall be interpreted accordingly;

"Service Specific Terms": the terms made available by Stamp Out which apply to specific Services that it provides, as incorporated by reference into the Contract;

"Stamp Out": A trading name of Colva Tech Ltd, a company in corporated in England and Wales with registered company number 11490045 whose registered office is at 8 Viceroy House, Mountbatten Business Centre, Millbrook Road East, Southampton SO15 1HY;

"Stamp Out Material": means: (i) data that is in aggregate or de-identified form (irrespective of source), or is held by, or disclosed to, Stamp Out independently of the Contract unless such data is included in any report produced by Stamp Out as part of the Services;  and (ii) any templates or documents used for the collation or communication of information as part of the Services;

“Sub-Processor” has the meaning the set out in clause 13.5(f);

"Tax": any present or future tax, levy, deduction, charge, or duty, including value added tax as provided for in the Value Added Tax Act 1994 or any other similar tax that is imposed in any jurisdiction including any goods and services tax;

“Term”: (if any) the term that applies to the relevant Service commencing on the Commencement Date as set out in the relevant Order Form;

"Third Party Solution": Services provided by a third party in respect of the e-Learning Service (or any other Service as agreed between the parties), and any software, firmware, or other code which is proprietary to a third party (including any Open Source Software);

“UK GDPR”:  has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;

"User": an individual (full-time, part-time, and casual employees, and other individuals as agreed with Stamp Out) who the Customer permits access to or use of a Service in accordance with a Contract to use or access the Service purchased by the Customer; 

"Virus": viruses, logic bombs, worms, trojan horses and any other type of disruptive, destructive, deceptive, or nuisance programs or malicious code and any code that is operated to disable or interfere with any software or information technology systems; and

“Whistleblowing Service”: has the meaning set out in the Whistleblowing Service - Service Specific Terms.

1.2    In each Contract, unless the Contract otherwise requires:

(a)    references to “writing” or “written” includes  email;

(b)    words in the singular shall include the plural and words in the plural shall include the singular;

(c)    words denoting any gender include all genders;

(d)    the headings are for convenience only and shall not affect the construction of a Contract;

(e)    references to each party herein include references to its successors in title and permitted assignees. If a party comprises more than one person, a Contract will apply to them jointly and severally;

(f)    references to "includes" or "including" shall be read as being immediately followed by the words "without limitation";

(g)    any capitalised terms (or terms beginning with a capital letter) that are used but are not defined in the Contract shall be given their generally accepted meaning or, where there is no such generally accepted meaning, their ordinary meaning within the context of the Contract; and

(h)    a "signature" may include a handwritten "wet ink" signature, a digital signature or any other electronic act indicating consent or acceptance including a typed name, clicking   a website button or incorporating a scanned manuscript signature into a document or email, and any reference to "sign" or "signed" shall be construed accordingly.

2.    Contract

2.1    These are the General Terms referred to in an Order Form. These General Terms, together with an Order Form and any other documents referred to in an Order Form, including any Service Specific Terms, form a Contract between the Customer and Stamp Out.

2.2    Definitions for capitalised terms used in each Contract, and the rules governing the way in which each Contract shall be interpreted, are detailed in clause 1.

2.3    Each Order Form constitutes an offer by Stamp Out to perform the Services specified therein and is subject to these General Terms. Each Order Form, any other documents referred to in an Order Form, including any Service Specific Terms, and the General Terms shall be deemed accepted by the Customer (and the Contract shall be formed), on the date on which the Customer countersigns and returns to Stamp Out the relevant Order Form, such date being the "Effective Date". 

2.4    Each Contract shall constitute the whole agreement between the Customer and Stamp Out to the exclusion of any other terms and conditions which may have been submitted by the Customer.  No terms or conditions endorsed, delivered or contained in the Order Form or any other document shall form part of each Contract simply as a result of such document being shown to Stamp Out or referred to by the Customer. 

2.5    The Customer acknowledges that it has not relied on any warranty, undertaking, statement, assurance, promise or representation made or given by or on behalf of Stamp Out which is not set out in each Contract.

2.6    In the event of any conflict between these General Terms, any Service Specific Terms and an Order Form, the following order of precedence (prevailing document first) shall apply: (i) the applicable Order Form; (ii) these General Terms; and (iii) any Service Specific Terms. 

2.7    The Customer shall ensure that the relevant Order Form is complete, up-to-date and accurate. 

3.    Term

3.1    The Services under each Contract shall begin on the Commencement Date and will continue in force for its Initial Term following which a Contract shall automatically continue in force and effect on a rolling basis for further Contract Years unless terminated earlier in accordance with its terms;

3.2    Either party may terminate a Contract by giving not less than sixty (60) days' notice in writing to the other party prior to the expiry of its Initial Term or Term (as applicable), or of each subsequent Contract Year (as applicable). The parties agree that, notwithstanding the serving of any notice to terminate a Contract, each Contract will continue in full force and effect until the expiry of its Initial Term or Term (as applicable) or of its then-current Contract Year (as applicable). 

4.    Services

4.1    Stamp Out will perform the Services:

(a)    with reasonable care and skill; 

(b)    in accordance with these General Terms and the Service Specific Terms; and

(c)    in accordance with all applicable UK Laws, Data Protection Laws and good industry practice using personnel who are suitably skilled and experienced to do so. 

4.2    Stamp Out will use reasonable efforts to meet such timescales as are set out in a Contract and will notify the Customer (where it is reasonably practicable to do so) if it is unable to meet them.

4.3    Stamp Out may update or change the precise specification or functionality of a Service at its discretion, but will not materially decrease or impair performance of the Service in so doing. The Customer will comply with any reasonable request by Stamp Out to implement such updates.

4.4    A Service is restricted to that which is set out in an Order Form and the parties agree that Stamp Out will not be responsible for advising on the legal, commercial or any other merits, implications, consequences or course of action to be taken in relation to any matter in relation to a Service. 

4.5    Any Services not expressly stated in an Order Form shall not be considered within the scope of the Services. In the event that the Customer would like Stamp Out to perform that additional service, it shall incur additional Charges and Expenses and require an additional Order Form to be entered into.  

5.    Service Availability

Stamp Out shall use commercially reasonable endeavours to make any platform it provides for accessing the Services available twenty four (24) hours a day, seven (7) days a week, except for during periods of maintenance (provided that Stamp Out has used reasonable endeavours to give the Customer at least six (6) hours’ notice in advance). 

6.    Customer Obligations

6.1    The Customer shall perform the Customer Obligations in a timely manner.

6.2    The Customer shall:

(a)    use the Services in a professional and responsible way, and shall comply with all applicable Laws relating to its use or receipt of the Services;

(b)    use the Services only for the Customer's own business purposes, in the manner authorised by Stamp Out, and for no other purpose unless expressly provided otherwise in each Contract;

(c)    not:

(i)    intentionally or recklessly distribute Viruses;

(ii)    alter, disable, interfere with, or circumvent any aspect of the Services or the equipment used to provide the Services, including any of the security features of the Services, or do anything designed to affect their integrity or access to them;

(iii)    test or reverse-engineer the Services in order to find limitations or vulnerabilities, or for any other reason;

(iv)    reproduce, modify, decompile, reverse engineer, or prepare derivative works of the Services, or otherwise infringe any intellectual property rights in the Services;

(v)    perform any indexing, scraping, or data mining of the Services;

(vi)    infringe any person's privacy rights, intellectual property rights, or other proprietary rights in the course of its use of the Services;

(vii)    use the Service to engage in any fraud or other unlawful behaviour, impersonate any person or otherwise use the Service in a manner intended to deceive, or engage in any behaviour which is defamatory; or

(viii)    make any public statement regarding Stamp Out or the Services which may adversely impact Stamp Out's image, brand, or reputation; 

(d)    provide any Customer Materials in a timely manner, and promptly provide (with reasonable care and skill) such assistance and cooperation as Stamp Out may reasonably request from time to time in order for Stamp Out to perform its obligations;

(e)    be responsible for preventing any unauthorised use of the Services; 

(f)    be responsible for maintaining the integrity and security of all User credentials and access codes for the purposes of accessing or using the Services or any systems or equipment;

(g)    notify Stamp Out immediately of any illegal, fraudulent or unauthorised use of the Services of which it becomes aware or ought reasonably to have been aware; and

(h)    provide Stamp Out with all relevant information on which Stamp Out is entitled to rely without verification in order to perform the Services and ensure that all information and materials provided to Stamp Out are accurate, adequate, and complete.

6.3    The Customer shall be responsible for the acts and omissions of its Users as if they were the acts and omissions of the Customer.

6.4    The Customer shall defend Stamp Out from, and indemnifies Stamp Out against, all loss, damage and expense suffered or incurred by Stamp Out in connection with, any claim brought by any of the Users or persons named in a report in connection with the Service, whether the cause of action arises in contract, tort (including negligence), statute, or otherwise, and including in particular any claims of defamation (including slander and libel) or similar. This indemnity shall not apply to the extent the claim arises due to inaccuracies which Stamp Out has negligently introduced into a report, or any other negligence on the part of Stamp Out, but only to the extent that such negligence was the direct and sole reason for the claim being made.

6.5    Stamp Out shall not be in breach of contract or otherwise liable to the Customer for any failure to perform or delay in performing its obligations under a Contract to the extent that such failure or delay is due to any failure to perform or any delay in the Customer performing any Customer Obligations (a "Relief Event"). On the occurrence of a Relief Event, Stamp Out shall be entitled to a reasonable extension of time in order to perform its obligations and (acting reasonably) to vary the Charges, recover any additional Expenses that it may incur in performing its obligations, and charge the Customer such other sums to which it is entitled under the Contract (if any). The exercise of the foregoing rights shall be without prejudice to any other remedies available to Stamp Out.

7.    Charges and Payment

Charges and Expenses

7.1    The Customer shall pay the Charges and the Expenses (if any) in accordance with this clause 7 and any other applicable payment terms or conditions set out in the Contract. The Charges set out in the Order Form shall apply during the Initial Term or Term (as applicable) and thereafter unless amended in accordance with this clause 7 or as otherwise agreed in writing between the Customer and Stamp Out.

7.2    Stamp Out may adjust the Charges by giving the Customer not less than sixty (60) days’ prior written notice to take effect on the next anniversary of the Commencement Date.

7.3    Notwithstanding clause 7.2, unless expressly stated in the Order Form that the Charges are fixed for a period exceeding one (1) year, the Charges in respect of any particular Service shall automatically increase with effect from each anniversary of the Commencement Date in accordance with any increases of the Retail Prices Index (all items), as published by the Office for National Statistics in the UK, (or if it ceases to exist the closest replacement index).  

Purchase orders

7.4    To the extent a Purchase Order is required by the Customer, the Customer shall provide Stamp Out with any such Purchase Order promptly. The Customer shall remain liable to pay invoices raised by Stamp Out in accordance with this clause 7 whether or not Stamp Out has been provided with correct Purchase Orders. The Customer will notify Stamp Out promptly and in any event within fourteen (14) days of receiving an invoice from Stamp Out if the invoice omits necessary details or contains incorrect or incomplete information. 

Payment terms 

7.5    Stamp Out shall invoice the Customer for the Charges at the frequencies specified in the Service Specific Terms. Any Expenses shall be invoiced monthly in arrears.

7.6    The Customer shall pay Stamp Out all Charges and any Expenses to the bank account specified in the relevant invoice, no later than fourteen (14) days after the date of the relevant invoice.

7.7    All sums payable by the Customer shall be exclusive of Tax. The Customer shall pay all Tax properly chargeable on those sums on receipt of a valid Tax invoice from Stamp Out.

Interest for late payment

7.8    If the Customer fails to pay any sums due under a Contract on or before the due date for payment, the Customer shall pay interest on the outstanding amount. Interest shall accrue at a daily rate from the due date until the date of actual payment in full (whether before or after judgment) at the rate of 3% per annum over the Bank of England base rate compounded monthly. The Customer shall pay any interest so charged immediately on demand.

Set-off and withholding

7.9    The Customer shall pay Stamp Out all sums under the Contract in full without any set-off, counterclaim or deduction. If the Customer is required by Law to deduct or withhold an amount from any sum payable to Stamp Out under the Contract (whether as a result of tax or otherwise), the Customer shall pay to Stamp Out a sum that ensures that Stamp Out receives and retains a net sum equal to the amount Stamp Out would have received if no such deduction or withholding had been made or been required to be made. If Stamp Out has liabilities to the Customer, Stamp Out may elect to set-off any sums payable by Stamp Out to the Customer against any sums payable by the Customer to Stamp Out.

Invoice disputes

7.10    If the Customer disputes the whole or part of an invoice, the Customer shall notify Stamp Out within fourteen (14) days after the date of invoice. The notice must state that the invoice is disputed and be accompanied by details of the invoice that is being disputed and the reasons for the dispute. Stamp Out and the Customer shall each use reasonable endeavours to resolve the dispute as soon as reasonably practicable. The Customer waives the right to dispute its liability to pay any invoice in respect of which it has not raised a dispute in accordance with this clause.

Additional Charges

7.11    Where any support or assistance is required by the Customer and is outside of the scope of a Contract, additional charges will be payable as agreed between the parties, along with any Expenses incurred by Stamp Out in providing such support or assistance. All additional charges and Expenses will be invoiced and payable in accordance with this clause 7.

8.    Intellectual Property 

Ownership

8.1    Except as stated in a Contract, the Customer shall not acquire any right, title or interest in or to the Intellectual Property Rights of Stamp Out, its Affiliates, or its licensors, including any Intellectual Property Rights subsisting in any Services, the Stamp Out Materials, any Stamp Out platform or in any materials used or supplied by Stamp Out pursuant to a Contract, whether pre-existing or created or coming into existence during the performance of a Contract. Subject to clause 8.2, any new Intellectual Property Rights created by Stamp Out in the course of or in connection with a Contract shall vest absolutely in Stamp Out.

8.2    Except as stated in a Contract, Stamp Out shall not acquire any right, title, or interest in or to the Intellectual Property Rights subsisting in the Customer Materials.

8.3    The Customer and Stamp Out acknowledge that Stamp Out Materials may incorporate or be derived, at least in part, from Customer Materials, and accordingly, while the Customer shall have exclusive title to and ownership of the Customer Materials, Stamp Out shall retain exclusive title to and ownership of the Stamp Out Materials.

Licences

8.4    Stamp Out grants the Customer a revocable, non-exclusive, non-transferable, non-sub licensable licence during the Term to:

(a)    access and use the Services for its business purposes in accordance with the Contract; and

(b)    use any Intellectual Property Rights subsisting in the Services (excluding any Third Party Solutions) or any materials supplied to the Customer pursuant to a Contract, solely for the Customer's use in accordance with the Contract.

8.5    If Stamp Out supplies any Third Party Solution, the Customer shall only have the right to use such Third Party Solutions in accordance with the terms on which such Third Party Solution are supplied, as specified in the Order Form.

8.6    If applicable, the Customer grants Stamp Out a non-exclusive, non-transferable, worldwide licence (including the right to sub-license to its Affiliates and contractors) to use the Customer Material in order to perform the Contract and comply with its legal obligations. This licence shall continue for so long as reasonably necessary for Stamp Out to provide the Services, and for so long as Stamp Out is entitled to retain the Customer Materials in accordance with the Contract.

9.    Infringement

9.1    If either party receives a claim of infringement of Intellectual Property Rights from a third party concerning (in the case of the Customer) the Services (excluding any Third Party Solutions) or (in the case of Stamp Out) the Customer Materials (an "Infringement Claim"), it shall notify the other party promptly in writing.

9.2    On receipt of notice of an Infringement Claim, that party (the "Indemnifying Party") will make reasonable efforts either to obtain for the other party (the "Indemnified Party") (at no cost) a right to use the infringing item in accordance with the Contract or to make such modifications to the infringing item as may be necessary to remove the alleged infringement. If the Indemnifying Party is unable to obtain or if it is impractical to obtain such a right or make such a modification (at no cost), it may terminate the Contract (in whole or in part in relation to the infringing item) immediately on written notice to the Indemnified Party.

9.3    Without limiting clause 9.2, the Indemnifying Party may in its own name and at its own cost undertake the conduct of any proceedings relating to an Infringement Claim, subject to any requirement for leave to be granted by the court or tribunal in which the Infringement Claim may be conducted. In such instance, the Indemnifying Party shall indemnify the Indemnified Party from and against all damages awarded under any final judgment of a court of competent jurisdiction or agreed by the Indemnifying Party in final settlement of the Infringement Claim, provided that the Indemnified Party: (i) makes no statement prejudicial to the Indemnifying Party or in respect of such Infringement Claim; (ii) provides all reasonable assistance in connection with the Infringement Claim, at the Indemnifying Party's cost; and (iii) allows the Indemnifying Party to have sole conduct and control of the defence of the Infringement Claim and/or any settlement or compromise of the Infringement Claim, if the Indemnifying Party exercises its option to undertake the conduct of the proceedings. The indemnity in this clause 9.3 shall be the Indemnified Party's sole and exclusive remedy with respect to any Infringement Claim.

10.    Liability

10.1    Nothing in a Contract shall have the effect of limiting or excluding either party’s liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other matter for which it would be unlawful for a party to limit or exclude its liability.

10.2    Subject to clause 10.1, clause 10.3 and clause 10.4, Stamp Out's total aggregate liability for all claims, indemnities, expenses, losses, damages and costs made against or incurred by the Customer in connection with a Contract in any Contract Year (whether arising in contract, tort (including negligence), statute or otherwise) shall not exceed the total Charges paid by the Customer to Stamp Out pursuant to that Contract in respect of Services provided in that Contract Year.

10.3    Subject to clause 10.1, in no circumstances whatsoever shall Stamp Out be liable to the Customer (whether arising under contract, tort (including negligence), statute or otherwise) for any loss of sales, turnover, revenue, profits or opportunity; loss of or interruption to business; loss of or damage to reputation or goodwill; loss of anticipated savings; loss of data; or wasted management or administrative time.

10.4    Subject to clause 10.1, in no circumstances whatsoever shall Stamp Out be liable (whether arising under contract, tort (including negligence), statute or otherwise) to the Customer for any indirect or consequential loss or damage or any special or exemplary loss or damage.

11.    Force Majeure

11.1    Neither party shall be in breach of a Contract or otherwise liable to the other party for any failure to perform or delay in performing its obligations under a Contract to the extent that such failure or delay is due to a Force Majeure Event. If a Force Majeure Event occurs, the party affected shall take reasonable steps to mitigate the impact of the Force Majeure Event.

11.2    If a Force Majeure Event continues for a period of more than thirty (30) days and continues to affect a party's ability to perform its obligations, either party shall be entitled to terminate any affected Contract and/or part thereof by giving not less than ten (10) Business Days’ written notice to the other party.

11.3    This clause 11 shall not relieve the Customer from its obligation to pay any sums due under a Contract and its obligation to pay shall remain in full force and effect while a Force Majeure Event persists.

12.    Confidentiality 

12.1    Each party undertakes that it shall not at any time during or after a Contract, disclose to any person any Confidential Information except as permitted by clause 12.2. 

12.2    Each party may disclose the other party's Confidential Information:

(a)    to employees, officers, representatives or professional advisers, auditors and insurers and outsourced service providers of that party and its Affiliates who need to know such information for the purposes of carrying out the party's obligations under a Contract (“Permitted Recipients”). Each party shall ensure that the Permitted Recipients to whom it discloses the other party's Confidential Information also comply with this clause 12; or

(b)    if permitted to do so in writing; or

(c)    as may be required by Law, a court of competent jurisdiction or any governmental or regulatory authority or as required by the rules of any listing authority or stock exchange on which its shares or those of any Affiliate are listed or traded. 

12.3    No party shall use any other party's Confidential Information for any purpose other than to perform its obligations under a Contract.

12.4    The obligations of confidentiality in this clause 12 shall not extend to any information that a party can show:

(a)    is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under a Contract; 

(b)    was developed by it independently of any Confidential Information disclosed by the other party which can be reasonably proved by written records; or

(c)    was independently disclosed to it by a third party entitled to disclose the same.

12.5    The provisions of this clause 12 shall survive for a further two (2) years after the termination of this Contract for any reason.

13.    Data Protection

13.1    The Customer and Stamp Out acknowledge that Stamp Out will perform certain Processing activities, the subject matter, duration, nature and purpose of which are described more fully in Schedule 1. Both parties will comply with all applicable requirements of the Data Protection Laws. This clause 13 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Data Protection Laws.

13.2    In respect of such Processing activities, Stamp Out is the Processor and the Customer is the Controller save in circumstances where Stamp Out knows an employee’s details but withholds them from the Customer at the employee’s request, or writes a report in such a way as to protect the identity of the employee, whereby Stamp Out shall be regarded as a Controller. In such circumstances, Stamp Out will be the Controller only in respect of the employee’s name and any other data which is withheld in order to protect the employee’s identity and the remaining provisions of this clause shall not apply.

13.3    Where the Customer is the Controller, the Customer shall be responsible for establishing and maintaining the lawful basis for the Processing of Personal Data under this Contract and shall notify Stamp Out, in writing on request, of the applicable lawful basis for such Processing.

13.4    The Customer shall be responsible for providing appropriate privacy notices to its employees in respect of the Services.

13.5    Without prejudice to clause 13.1, in respect of the Personal Data Processed by Stamp Out as a data Processor acting on behalf of the Customer under this Contract, Stamp Out shall:

(a)    only Process the Personal Data in accordance with the Customer’s written instructions from time to time, unless such Processing is required by any Law to which Stamp Out is subject, in which case, Stamp Out shall (to the extent permitted by Law) inform the Customer of that legal requirement before carrying out the Processing;

(b)    Process the Personal Data only to the extent, and in such a manner, as is necessary for the purposes of carrying out its obligations under this Contract;

(c)    ensure that persons engaged in the Processing of Personal Data are bound by appropriate confidentiality obligations;

(d)    keep a written record of all Processing activities which it carries out; 

(e)    implement and have in place appropriate technical and organisational measures to protect against unauthorised, unlawful or accidental Processing, including accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data, such measures in each case to be appropriate to the likelihood and severity of harm to Data Subjects that might result from the unauthorised, unlawful or accidental Processing, having regard to the state of technological development and the cost of implementing any measures (a summary of which is set out in Schedule 2). The Customer acknowledges that the Security Measures are subject to technical progress and development and that Stamp Out may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services;

(f)    subject to clause 18.4, not engage any agent, sub-contractor, supplier, Processor or other third party to Process Personal Data (“Sub-Processor”) without the prior written consent of the Customer and ensure in such cases that prior to the Processing of any Personal Data by the Sub-Processor, terms equivalent to the terms set out in this Agreement are included in a written contract between Stamp Out and any such Sub-Processor;

(g)    the Customer consents to the use of any of the Sub-Processors identified in Schedule 3 as amended from time to time in accordance with this Agreement. If Stamp Out wishes to add any Sub-Processors, it shall give the Customer not less than fourteen (14) days' prior written notice. If, prior to the expiry of this notice period, the Customer objects in writing to Stamp Out's appointment of the Sub-Processor on reasonable grounds relating to the protection of the Personal Data, then either: (i) Stamp Out will not appoint the Sub-Processor or; (ii) Stamp Out may elect to suspend or terminate the affected Services without penalty;

(h)    comply promptly with any lawful request from the Customer requesting access to, copies of, or the amendment, return, transfer or deletion of the Personal Data to the extent the same is necessary to allow the Customer to fulfil its own obligations under the Data Protection Law, including the Customer's obligations arising in respect of a request from a Data Subject or on termination of a Contract, unless Stamp Out is required by any applicable Laws , including but not limited to Data Protection Laws, to continue to Process the Customer’s Personal Data;

(i)    notify the Customer promptly if it receives any complaint, notice or communication (whether from a Data Subject, competent supervisory authority or otherwise) relating to the Processing, the Personal Data or either party's compliance with the Data Protection Law as it relates to this Contract, and provide the Customer with reasonable co-operation, information and other assistance in relation to any such complaint, notice or communication;

(j)    notify the Customer promptly and at least within five (5) business days if, in its opinion, an instruction from the Customer infringes any Data Protection Law (provided always that the Customer acknowledges that it remains solely responsible for obtaining independent legal advice regarding the legality of its instructions) or Stamp Out is subject to legal requirements that would make it unlawful or otherwise impossible for Stamp Out to act according to the Customer's instructions or to comply with Data Protection Law;

(k)    inform the Customer without undue delay after becoming aware that any Personal Data processed under this Contract has been lost or destroyed or has become damaged, corrupted, or unusable or has otherwise been subject to unauthorised or unlawful Processing including unauthorised or unlawful access or disclosure;

(l)    inform the Customer promptly (and in any event within two (2) Business Days) if it receives a request from a Data Subject for access to that person's Personal Data and shall:

(i)    promptly provide the Customer with reasonable co-operation and assistance in relation to such request; and

(ii)    not disclose the Personal Data to any Data Subject (or third party) other than at the request of the Customer or as otherwise required under this Contract;

(m)    provide reasonable assistance to the Customer in responding to requests from Data Subjects and in assisting the Customer to comply with its obligations under Data Protection Law with respect to security, breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;

(n)    delete or return that Personal Data to the Customer at the end of the duration of the Processing as referred to in Schedule 1, and at that time delete or destroy existing copies (unless otherwise required by any Law);

(o)    subject to the requirements of commercial and client confidentiality, make available to the Customer such information as is reasonably required to demonstrate compliance with this Agreement and, subject to any other conditions set out in this Contract regarding audit, allow for and contribute to audits, including inspections, of compliance with this Agreement conducted by the Customer or a professional independent auditor engaged by the Customer. The following requirements apply to any audit: (i) the Customer must give a minimum thirty (30) days’ notice of its intention to audit (or such shorter period of notice as it receives itself where an audit is mandated by its regulator); (ii) the Customer may exercise the right to audit no more than once in any calendar year; (iii) commencement of the audit shall be subject to agreement with Stamp Out of a scope of work for the audit at least ten (10) days in advance; (iv) Stamp Out may restrict access to certain parts of its facilities and certain records where such restriction is necessary for commercial and/or client confidentiality; (v) the audit shall not include penetration testing, vulnerability scanning, or other security tests;  (vi) the right to audit includes the right to inspect but not copy or otherwise remove any records, other than those that relate specifically and exclusively to the Customer; (vii) any independent auditor will be required to sign such non-disclosure agreement as is reasonably required by Stamp Out prior to the audit; and (viii) Stamp Out reserves the right to charge for any reasonable costs incurred in supporting any audit; 

(p)    provide assistance to the Customer with undertaking any data privacy impact assessments for which Stamp Out reserves the right to charge any reasonable costs incurred; and

(q)    only transfer Personal Data outside the United Kingdom if such transfer is carried out in accordance with this Agreement.

13.6    Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses (including reasonable legal fees) incurred by the other party or for which the other party may become liable due to any failure by the indemnifying party of its directors, employees or agents to comply with any of its obligations under this clause 13. 

International transfers

13.7    Stamp Out and the Customer agree that Personal Data will be Processed within the United Kingdom unless:

(a)    it is transferred by secure transfer to a country within the EU or the EEA with the prior written permission of the Customer to such transfer; 

(b)    the Processing of the Personal Data is compliant with this Agreement; and

(c)    the relevant transfer takes place without breach of applicable Data Protection Law; or 

(d)    it is transferred to a recipient in circumstances where Stamp Out is entitled to rely on a permitted derogation under Data Protection Law, which may include circumstances where (among other things) the transfer is necessary for the establishment, exercise or defence of legal claims.   

13.8    Where Stamp Out uses a Sub-Processor located in a Third Country outside of the United Kingdom that is not an Adequate Territory, Stamp Out shall obtain the authorisation of the Customer in writing and will enter into the Model Clauses with the Customer.  Stamp Out will also enter into a contract incorporating the Model Clauses with the Sub-Processor. 

13.9    Where the Customer or its users are located in a Third Country outside of the United Kingdom that is not an Adequate Territory and requires Stamp Out to transfer Personal Data to it or them, the Customer acknowledges that Stamp Out may not be able to ensure that such transfer is subject to appropriate safeguards.  Notwithstanding this, to the extent that such transfers are required to be made by Stamp Out for the proper delivery of the Services, the Customer instructs Stamp Out to undertake such transfers provided that Stamp Out uses reasonable endeavours to conduct any such transfers as securely as it possibly can. 

13.10    In the event that: (i) the Customer or any of its users of the Services are located in the EEA but not in the United Kingdom;   and (ii) the United Kingdom, after leaving the EEA, is not designated by the European Commission as an Adequate Territory, the Model Clauses will be entered into by Stamp Out and the Customer’s applicable EEA entities. 

13.11    The parties agree that in the event of a conflict between the Model Clauses and the terms of this Agreement, the Model Clauses shall prevail.

14.    Know Your Client, Modern Slavery and Anti-Bribery

14.1    As part of its compliance with all applicable anti-money laundering and associated regulations, Stamp Out may conduct identity checks and other due diligence on its customers and individuals instructing it within a customer’s organisation.  If applicable, Stamp Out shall carry out such checks at the outset of a request to supply its services and throughout the course of supplying such services. Stamp Out may not be able to begin supplying its services until it has completed such checks and reserves the right to not supply all or any part of the Services or to stop supplying all or any part of the Services if such checks are not completed to its sole satisfaction.  The Customer confirms that Stamp Out can rely on the information provided by the Customer and that Stamp Out shall not be liable for any inaccuracies or omissions made by the Customer. 

14.2    Each party undertakes to the other that it shall comply and shall ensure that its personnel, employees and officers comply with all applicable anti-slavery, human trafficking and anti-bribery laws, statutes, regulations and codes from time to time in force including but not limited to the Bribery Act 2010, the Equality Act 2010, the Modern Slavery Act 2015 and the Criminal Finances Act 2017 (together the "Compliance Requirements"), in connection with its performance of the Contract. Each party shall maintain policies and procedures to ensure its compliance with the Compliance Requirements generally and enforce them as appropriate. Each party shall provide such information as is reasonably requested by the other to enable the requesting party to comply with any applicable 'know your client', anti-money laundering requirements or any similar or applicable Law or requirements. Each party shall notify the other party as soon as reasonably practicable  in writing if it becomes aware of any breach of this clause 14.2. 

15.    Termination Rights

15.1    Either party may terminate a Contract immediately or on such other notice as it considers appropriate if:

(a)    the other party is in material breach of a Contract and the breach either cannot be remedied or is not remedied by the other party within thirty (30) days of receiving notice of the breach from the party not in breach, subject to clause 15.2;

(b)    the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; 

(c)    the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d)    the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under a Contract has been placed in jeopardy.

15.2    Notwithstanding clause 15.1, in the event of a Relief Event or non-payment of an invoice in accordance with the terms of clause 7, Stamp Out shall be entitled to suspend the Services by giving the Customer not less than ten (10) Business Days' written notice. If the Relief Event or non-payment is not remedied within a further twenty (20) Business Days then Stamp Out shall be entitled to terminate this Agreement on written notice. In the event of a suspension of the Services in accordance with this clause 15.2, Stamp Out shall be entitled to continue to charge the Customer the Charges for the period of the suspended Services. The parties agree that the Services shall resume once the Relief Event or non-payment has been remedied (subject always to Stamp Out exercising its right to terminate under this clause 15.2).

16.    Consequences of Termination

16.1    Termination or expiry of a Contract shall not affect any accrued rights or liabilities of either party nor shall it affect any other provision of a Contract that is expressly or by implication intended to come into or continue in force on or after termination or expiry of a Contract or to give effect to the termination of a Contract, including without limitation clause 1 (Definitions and Interpretation), clause 2 (Contract), clause 10 (Liability), clause 11 (Force Majeure), clause 12 (Confidentiality), clause 13 (Data Protection), clause 16 (Consequences of Termination) and clauses 17 to clause 25 (inclusive).

16.2    If a Contract is terminated by the Customer under clause 3.2 or clause 15.1, Stamp Out agrees to credit or repay the Customer within a reasonable period the appropriate proportion of any Charges or Expenses paid in advance for the period after the cessation of the Contract.

16.3    Following notice of termination of a Contract by either party (except where Stamp Out has terminated the Contract in any of the circumstances set out in clause 15.1), Stamp Out shall, subject to the payment of any applicable Charges and Expenses, continue to provide the Services until the date of termination.

16.4    Subject to clause 13.5(n), following termination of a Contract by either party,  a party will, within thirty (30) days of receipt of a written demand from the other party:

(a)    destroy, or at the option of the other party (other than the information described in clause 16.4(b)) return, all original and copy documents and information containing Confidential Information provided to it pursuant to a Contract  which is in the possession or control of that party;

(b)    destroy all original and copy documents and information containing analyses, compilations, studies or other material generated by it from the Confidential Information; and

(c)    to the extent that any Confidential Information referred to in clause 16.4(a) or clause 16.4(b) is held on any computer, disk or other device, permanently remove such information,

provided that, a party may retain such Confidential Information as is required to be retained by it under applicable Law or regulation, subject to the duties of confidentiality in respect of such Confidential Information contained in a Contract.

17.    Notices

17.1    Notices given under a Contract shall be in writing, in the English language and sent:

(a)    by first class post to Stamp Out's or the Customer's address shown in the Order Form for the Contract or such other address as that party has notified to the other party for the purposes of notices under the Contract; or

(b)    by email to info@stampout.co.uk[NOTIFICATION EMAIL ADDRESS].

17.2    Notices given under a Contract are deemed to be given by the sender and received by the addressee:

(a)    if sent by first class post, three (3) Business Days from and including the date of postage; and

(b)    if sent by email, on the same Business Day as received according to the recipient's email system if received within normal business hours or, if received outside normal business hours, on the next Business Day.

18.    Assignment and Subcontracting

18.1    Stamp Out may not assign (whether absolutely or by way of security and whether in whole or in part), transfer, mortgage, charge, declare itself a trustee for a third party of, or otherwise dispose of (in any manner whatsoever) the benefit of a Contract or any part thereof to anyone other than an Affiliate without the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed).

18.2    The Customer may not assign (whether absolutely or by way of security and whether in whole or in part), transfer, mortgage, charge, declare itself a trustee for a third party of, or otherwise dispose of (in any manner whatsoever) the benefit of a Contract or any part thereof to anyone other than an Affiliate without the prior written consent of Stamp Out (such consent not to be unreasonably withheld or delayed).

18.3    Subject to clause 18.4, Stamp Out may not sub-contract or otherwise delegate the performance of any of its obligations (including the provision of an individual Service, or the Services collectively) under a Contract without the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed), and provided that Stamp Out shall at all times remain liable for the proper performance of all its obligations under a Contract. 

18.4    Stamp Out may use the the Sub Processors as detailed in Schedule 3

19.    Entire Agreement

19.1    Each Contract constitutes the entire agreement and understanding between the parties relating to its subject matter and supersedes any other agreement or understanding (written or oral) between the parties relating to the same subject matter.

19.2    All warranties, terms, conditions, undertakings, representations and obligations implied by statute, common law, trade usage, course of dealing or otherwise are excluded to the fullest extent permitted by Law. In particular, Stamp Out does not guarantee that the Services or anything else supplied under a Contract will be uninterrupted or error-free.
 
19.3    Neither party shall rely on, nor have any remedy in respect of, any promise, assurance, agreement, statement, warranty, undertaking or representation made (whether innocently or negligently) by any other party or any other person, except as expressly set out in a Contract and in respect of which its sole remedy shall be for breach of contract. Any such promise, assurance, agreement, statement, warranty, undertaking or representation, including any advertising or description contained in any catalogue or brochure, is hereby excluded and withdrawn.

19.4    Nothing in this clause shall exclude the liability of either party for fraud or fraudulent misrepresentation.

20.    Variation of a Contract

20.1    Save as expressly permitted by this Contract, no variation of a Contract shall be effective unless it is in writing, is signed by or on behalf of each of the parties to that Contract, and references the relevant provisions of the Contract that have been varied.

20.2    Stamp Out shall be entitled to make any variations necessary to its General Terms and Service Specific Terms should it be required to do so for any regulatory reasons or as required by applicable Law. Should Stamp Out make any such variations it shall notify the Customer at its earliest convenience. The parties agree that such notification may be made by email. 

20.3    Stamp Out shall be entitled to vary its General Terms and Service Specific Terms from time to time for any other reason. Should Stamp Out choose to vary its General Terms or Service Specific Terms for any reason other than as specified in clause 20.2, Stamp Out will notify the Customer of such variation at its earliest convenience. The parties agree that such notification may be made by email.  To the extent that such variation results, in the sole opinion of Stamp Out, in a material change or impairment to the applicable Service being provided under a Contract, the Customer will be entitled to terminate that Contract by giving not less than thirty (30) days' written notice. 

21.    Waiver

21.1    The rights and remedies of the parties shall not be affected by any failure to exercise or delay in exercising any right or remedy or by the giving of any indulgence by any other party or by anything whatsoever except a specific waiver or release in writing.

21.2    Any such waiver or release shall not prejudice or affect any other rights or remedies of the parties and no single or partial exercise of any right or remedy shall prevent any further or other exercise thereof or the exercise of any other right or remedy.

22.    Severance and Unenforceable Provisions

22.1    If any provision or part of a Contract is illegal, invalid, unlawful, void or unenforceable due to any Law, it shall be deemed to be deleted and the remaining provisions of a Contract shall continue in full force and effect.

23.    Rights of Third Parties

23.1    The parties expressly agree for the purposes of the Contracts (Rights of Third Parties) Act 1999 that they do not intend any person other than a party to a Contract to be able to enforce any term of it.

24.    Partnership and Agency

24.1    Nothing contained in each Contract shall create or be deemed to create a partnership or the relationship of principal and agent or employer and employee between the parties.

25.    Governing Law and Jurisdiction

25.1    Each Contract and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England. Except as otherwise expressly provided in a Contract, the parties shall submit to the exclusive jurisdiction of the Courts of England.