This SIS reseller end-user license agreement (along with any other terms, policies and Order Forms referenced herein, which are incorporated into, and form an integral part hereof) (this "Agreement") are entered into by SIS and the entity or person agreeing to this Agreement ("you” or “your”) and govern your access to and use of our Products. "SIS" means the SIS entity identified on the Order Form and “we” or “us” means SIS. This Agreement is effective on the Commencement Date as specified in the Order Form. By clicking the “Accept” button or by using any of the Products, you indicate your acceptance of this Agreement and the terms and conditions set out herein, which will become binding on you and your Users upon your acceptance.
This Agreement governs the access, use and provisioning of the Products offered by SIS and provided to Customer through the Reseller. By ordering the Products or accessing or using the Products through the Partner, Customer agrees to be bound by the terms and conditions of this Agreement. Unless otherwise expressly allowed or permitted by law or this Agreement shall supersede, take precedence over, and control any conflicting terms, contracts or agreements relating to the provision of Products or Products by SIS to the Customer.
If you are accepting on behalf of a company, you represent and warrant that (i) you have full legal authority to bind that company to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree on behalf of that company, to this Agreement. Definitions of capitalised terms are in Annex 1.
SIS provides access for businesses and their authorised Users to use the Products together with associated services. The specific nature of the Products and associated services to be provided to you by SIS pursuant to this Agreement will be specified in the Order Form as the “Products”.
2.1 Certain services provided by SIS will require us to send you Login Details. By submitting your Order Form, you consent to us conducting reasonably necessary verification and security procedures in respect of the information provided in the Order Form and once completed, we will create and send to you the Login Details.
2.2 Each Order Form will specify your Scope of Use for the applicable Product(s), which may include: (a) the SIS Products linked to your account (b) the number and type of Users, bookings, credits permitted; (c)storage limits or capacity of Customer Materials; (d), devices, licences, copies or instances; (f) the commencement date and duration of your Subscription Term; (g) any free periods permitted, or (h) any other entitlements or restrictions. An Order Form may contain additional or different terms, conditions, and information regarding the Products you are ordering. In the event of any conflict or inconsistency between this Agreement and any Order Form, the applicable Order Form shall apply only to the extent of the inconsistency.
3.1 During a Subscription Term, you may upgrade your existing order by either: (i) adding additional Users bookings, credits or other entitlements; (ii) adding additional features and functionalities to an existing Product; (iii) adding one or more additional Products; and/or (iv) upgrading to a longer Subscription Term (collectively, “Subscription Upgrades”). Some Subscription Upgrades or other changes may be considered to be a new purchase, which will form a new contract and a new Subscription Term, and some won’t, and this will be clearly communicated to you in the new order. Upon a Subscription Upgrade, you will be billed for the applicable increased amount of Fees, at our then-current rates (unless indicated otherwise in the new order), which shall be either: (1) prorated for the remainder of the then-current Subscription Term, or (2) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Fees already paid by you will be credited towards the new upgraded Fees, and the difference shall be due and payable by you upon the date on which the Subscription Upgrade was made.
Following the conclusion of your order in accordance with clause 1 or following a Subscription Upgrade in accordance with clause 3, we will provide the Products in accordance with this Agreement (including the Order Form(s) and any other document or terms referred to in this Agreement) and you may use the Products in accordance with this Agreement for the duration of the Subscription Term(s).
5.1 Subject to the terms, conditions and restrictions set forth in this Agreement, we grant you a revocable, non-exclusive, non-transferable (without a right to sub-licence) license to use the Products and use the Products and any applicable Documentation as referred to in your Order Form(s) during the applicable Subscription Term, in accordance with this Agreement and the applicable Scope of Use.
5.2 You shall not, and shall procure that Users shall not, except as expressly permitted in this Agreement (i) modify, translate, create or attempt to create derivative copies of or copy the Products in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Products to source code form; (iii) circumvent, interfere with, disrupt or disable any security or other technological features or measures of the Products; and (iv) distribute, sub-licence, assign, share, timeshare, resell, rent, lease, transmit, grant a security interest in or otherwise transfer the Products or your right to use the Products
5.3 You are responsible for ensuring that any Customer Materials are not deemed to be offensive, illegal, inappropriate or that in any way:
5.4 You hereby grant and procure that any User grants to us a non-exclusive, worldwide royalty free licence to use the Customer Materials and all other materials submitted by you or any User for the Purpose.
5.5 You acknowledge that the Products do not verify the rights and restrictions applicable to any Customer Materials. Where you do not own the Customer Materials, you are solely responsible for checking the relevant licence rights and restrictions applicable to any Customer Materials. We shall not be liable to you for any losses, damages, costs or expenses incurred by you arising out of or in connection with your use of any Customer Materials through the Products.
5.6 You warrant and represent:
5.8 You shall:
5.9 You shall keep, and procure that all Users keep, any Login Details confidential and secure. Without prejudice to our other rights and remedies, we reserve the right to promptly disable your Login Details and suspend your access and use of the Products in the event we have any reason to believe that any User has breached any of the provisions set out herein.
5.10 You acknowledge that you shall be responsible for all use of the Products by Users. You shall be liable for breach of this Agreement by a User as if it were a breach by you. We reserve the right to suspend the access of any User we believe, acting reasonably, is not using a Product for your benefit and on your behalf.
5.11 We shall use reasonable endeavours to always make the Products available to you, the Users, but we cannot guarantee an uninterrupted or fault free service.
5.12 Our ability to provide the Products may be impaired by conditions or circumstances that are beyond our control, including, without limitation third party service providers or software and hardware features or functionality of your devices, personal computer, operating system. We shall take reasonable action to minimise the disruption caused by such circumstances, but you acknowledge, agree and accept that some such interruptions may not be avoidable.
5.13 We reserve the right to make changes to the Products or part thereof, from time to time at our sole discretion, and we may from time-to-time update, add, remove, modify and/or vary any features or functionalities of the Products. Such changes shall not however, remove any material element of functionality previously available as part of the Products.
5.14 You are responsible for ensuring that your computer systems meet the requirements and specifications as set out on our Website or communicated to you from time to time any applicable Documentation or as communicated to you by us from time to time.
Fees for the Products and any additional Products shall be paid by you to the Partner acting as an authorised payee agent to collect Fees on our behalf. Full details of the Fees and associated payment terms will be communicated to you by the Partner and as set out in the Order Form. We reserve the right to suspend or terminate your access to the Products if payment to the Partner is not made in accordance with the terms agreed.
7.1 Your Subscription Term(s) shall be for the period as specified in the applicable Order Form and commencing on the date specified in the Order Form.
7.2 We may suspend your access to one or more Products or suspend or terminate all or any part of your order(s) or this Agreement immediately on notice to you in the event that:
and for the avoidance of doubt, no Fees shall be refunded to you in the event of termination by us in accordance with the foregoing.
7.3 You acknowledge and agree that we shall have no liability for any losses incurred by, or any other consequences experienced by, you or any third party as a result of any termination or suspension of your access to the Products.
7.4 Either party may terminate this Agreement (including all related orders) if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter); or (d) if we elect to discontinue providing a Product for which you have purchased a Subscription, in whole or in part (in which case you will be entitled to a pro rata refund of any Fees for any unexpired period of a Subscription Term.)
7.5 Upon termination of a Subscription, your and any User’s access to your User Account and the Products shall cease and any Customer Materials will be securely deleted.
8.2 You and/or your licensors own all rights in the Intellectual Property Rights relating to the Customer Materials. Except as licensed to us in accordance with this Agreement, all right, title and interest in and to the Customer Materials will remain exclusively with you and/or your licensors.
8.3 Save where expressly permitted under this Agreement, we are expressly prohibited from:
9.1 All confidential, non-public information one party receives from the other in its performance of this Agreement that is marked “confidential” or that the other party knows, or reasonably should know, is confidential to such party, including software and information relating to products, pricing, Intellectual Property, technical information,, Customer Materials, business strategies (including the existence of, the terms of and its position in any dispute in relation to an Agreement), employees, officers, contractors and agents and customers (“Confidential Information”), will be held in confidence and only be used strictly in accordance with this Agreement and not for any other purposes and will not, without the express written consent of the disclosing party, be used or disclosed except to those of the receiving party’s representatives and Affiliates who are bound to substantially similar obligations of confidentiality and have a need to know. Each party will be responsible and liable for the acts and omissions of its representatives and Affiliates to the same extent as if performed by such party. In any case, the receiving party shall exercise at least the same standard of care to protect such information from unauthorised disclosure or use as it uses to protect its own confidential information of a similar nature, which in no event shall be less than reasonable care. For the avoidance of doubt, information which (a) is in the public domain at the time of its disclosure by disclosing party or thereafter; (b) was properly in the receiving party’s possession prior to such disclosure by disclosing party; or (c) was disclosed to receiving party by a third party who did not obtain such Confidential Information, directly or indirectly, from the other party subject to any confidentiality obligation, will not be considered Confidential Information under an Agreement.
9.2 Notwithstanding the confidentiality obligations under an Agreement, the receiving party is free to make disclosure of any Confidential Information in a judicial, legislative, or administrative investigation or proceeding or to a government or other regulatory agency; provided that, to the extent permitted by the circumstances, the receiving party provides to disclosing party prior written notice of the intended disclosure to enable the disclosing party the reasonable opportunity to contest or limit such disclosure (including reasonable assistance at disclosing party’s expense) or, if prior written notice is not permitted, prompt notice of such disclosure if such disclosure is allowed under applicable law or regulation. Each party acknowledges that the disclosure of Confidential Information may cause irreparable injury to the party whose information is disclosed. Therefore, each party is, upon a disclosure or threatened disclosure of any Confidential Information, entitled to seek injunctive relief. This provision shall not in any way limit such other remedies as may be available to such party at law or in equity.
10.1 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) THE SERVICES ARE PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE”, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR PURPOSE, SYSTEM INTEGRATION, OR WARRANTIES WITH RESPECT TO THE QUALITY, AND/OR PERFORMANCE OF, THE SERVICES); AND (B) WE DO NOT REPRESENT, WARRANT OR PROVIDE ANY OTHER FORM OF GUARANTEE THAT THE SERVICES MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR ARE FREE FROM ERRORS OR DEFECTS.
10.2 Nothing in this Agreement shall be deemed to exclude, restrict or limit liability for the following categories:
10.4 You shall, to the maximum extent permitted by law, but subject to clause 10.6, indemnify, defend and hold us harmless for any and all losses in respect of, arising from, or asserted in, any demand, or any civil, criminal, administrative, or investigative claim or proceeding commenced or threatened by any third party (a “Third Party Claim”) against us arising or resulting from (a) a wilful breach of obligations hereunder by you (b), the use of the Products in a manner not permitted by this Agreement, or, (c) your infringement or misappropriation of, or any other violation of, a third party’s Intellectual Property Rights.
10.5 We shall, to the maximum extent permitted by law, but subject to clause 10.6, indemnify, defend and hold you harmless for any and all losses in respect of any Third Party Claim against you arising or resulting from (a) the gross negligence or wilful misconduct of SIS in the performance of our obligations under this Agreement, (b) a wilful breach of our obligations hereunder or, (c) our infringement or misappropriation of, or any other violation of, a third party’s Intellectual Property Rights.
10.6 Except in connection with a party’s breach, violation, infringement or misappropriation of (i) the other party’s Intellectual Property Rights, (ii) a third party’s intellectual property rights or (iii) it’s confidentiality obligations under clause 9; the total amount of either party’s liability to the other party per claim or series of related claims shall not exceed the Fees paid by you to the Partner in the twelve (12) month period immediately preceding the month in which the claim arose (provided that all claims arising from the same or substantially the same circumstances will be treated as one, and will be treated as arising on the date on which the first such claim arose).
The Parties agree, in relation to this Agreement to comply with all applicable Data Protection Legislation and the Parties’ respective obligations as set out in the Data Processing Agreement located at https://signinsolutions.com/partner-eula-dpa.
12.1 If either party is prevented or delayed from performing any of its obligations under this Agreement by acts of God, war, hostilities, riot, fire, epidemics, pandemics, explosion, accident, flood, sabotage, lack of adequate power or labour, strike, lock-out or injunction, compliance with governmental laws, regulations or orders or any other cause which affects performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the party affected (“Force Majeure”) its obligations under this Agreement shall be suspended for so long as the Force Majeure continues and to the extent that that party is so prevented, hindered or delayed. If any Force Majeure prevails for a continuous period in excess of 30 days, either party shall be entitled to terminate this Agreement in its entirety or in part by giving notice in writing to the other party.
12.2 If we fail at any time to insist upon strict performance of our obligations under this Agreement, or if we fail to exercise any of the rights or remedies to which we are entitled to under this Agreement, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.
12.3 A waiver by us of any default shall not constitute a waiver of any subsequent default.
12.4 No waiver by us of any of the terms of this Agreement shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
12.5 All notifications and communication should be sent to the contact details set out in the Order Form. A notice or communication is deemed given: (i) if delivered personally, when left at the relevant party’s address; (ii) if sent by post, two working days after posting it; (iii) if sent by e-mail on completion of its transmission.
12.6 If any part of this Agreement is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
12.7 This Agreement (including the Order Form and any other documents referred to herein) represent the entire agreement between you and us in respect of your use of the Products and shall supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
12.8 The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. You may not assign or transfer this Agreement (in whole or in part) or any of your rights or obligations hereunder, unless you make a request in writing in advance and we reply in writing consenting to your request. We may require you and the proposed assignee/transferee to agree to additional terms or pay additional fees. We do not give blanket consents, so you will follow these procedures for each additional or subsequent transfer or assignment you or your permitted assignees/transferees wish to make. We may assign this Agreement and any of our rights or obligations under this Agreement to an Affiliate, in our sole discretion.
12.9 You acknowledge that in entering into this Agreement, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Website, the Internet or in negotiation between us (whether made innocently or negligently) except as expressly set out in this Agreement.
12.11 A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this agreement.
12.12 This Agreement is governed by and construed in accordance with the laws of the state of Delaware
“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby "control" (including, with correlative meaning, the terms "controlled by" and "under common control") means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
“Applicable Law” any and all (i) laws, ordinances, or regulations, (ii) codes, standards, rules, requirements, orders and criteria issued under any laws, ordinances or regulations, (iii) rules of any self-regulatory organisation (including the rules of any securities exchange or equivalent) and (iv) any and all judgments, orders, writs, directives, authorizations, rulings, decisions, injunctions, decrees, assessments, settlement agreements, or awards of any Governmental Authority;
“Business Day” means any weekday, other than a bank or public holiday in England;
“Business Hours” means between 09:00 and 17:30 GMT on a Business Day;
“Commencement Date” means the commencement date of the Agreement as set out in the Order Form;
“SIS Representative” means the person identified on the Order Form responsible for providing the Support Products;
"Customer Materials" means any and all data, files, documents, reports, multimedia files, third party links, images, videos, and any other information or material whatsoever (in any format) that are:
"Customer Representative" means the person or persons identified as such in the Order Form;
“Data Protection Law” means all laws and regulations, including but not limited to laws and regulations of the European Union, the European Economic Area and their member states, Switzerland, the UK GDPR, and the United States of America, and any other jurisdiction applicable to the processing of Personal Data under the Agreement;
“Defect” means a defect, error or bug having an adverse effect on the appearance, operation or functionality of the Products, but excluding any defect, error or bug caused by or arising as a result of:
“Documentation” means the documentation relating to the Products made available by SIS from time to time;
“Fees” means the fees payable by you to the Partner for the Products and Products;
“GDPR” means the General Data Protection Regulations 2016/679;
“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any supra-national authority and any self-regulatory or quasi-governmental organisation exercising executive, legislative, judicial, regulatory or administrative functions or pertaining to government (including, in each case, any branch, department or official thereof);
"Improvements" means improvements to the Products that we will make pursuant to any Feedback, whether for the purpose of fixing an error, bug or other issue in the Products, or enhancing the functionality of the Products which are not derived in whole or in part from any of your Confidential Information;
“Intellectual Property Rights” means all intellectual property rights throughout the world including without limitation, (a) any right arising under any patent, copyright, trademark, trade secret or other intellectual property law anywhere in the world; (b) all Products (including all related data), processes, methodologies, technologies, algorithms, architectures, techniques, designs, reports, works of authorship, video recordings, audio recordings, photographs, models, trade secrets, customer and supplier lists, pricing and cost information, business and marketing plans and proposals, trademarks, service marks, logos, business names, formulae, ideas, inventions (including all patents, patent Products s, patent disclosures, and any reissuances, continuations, continuations-in-part, revisions, and re-examinations thereof), discoveries, programmer interfaces, specifications, operating instructions, know-how, drawings, concepts, notes, manuals, documentation, training materials, and job aids, regardless of whether intellectual property rights actually inhere in any such items; (c) any other tangible or intangible items in which intellectual property rights may inhere; and (d) all modifications, enhancements, translations, adaptations, derivations/derivative works, and combinations of any of the foregoing, patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how and in all cases whether or not registered or register able and including registrations and Products s for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;
“Login Details” means the unique username and password required for all Users to access and use the Products and/or Products;
“Order Form” means an order in respect of the Products that you submit to us (and which is accepted by us) in accordance with this Agreement;
“Person” means a natural person, partnership, domestic or foreign limited partnership, domestic or foreign limited liability company, trust, estate, association, corporation, other legal entity, or Governmental Authority;
“Personal Data” means personal data received by us from or on your behalf in connection with the performance of our obligations under this Agreement, excluding any personal data received by us from you in relation to the entry and enforcement of this Agreement;
“Purpose” means to use, copy, compress, modify and transmit in order to provide you with the Products and perform our obligations under this Agreement;
“Reseller” means the reseller of the Products who is authorised to receive payments for the Products from the Customer;
“Scope of Use” means your permitted scope of use for one or more Products as specified in an Order Form;
“Products” means all of the services to be provided by us to you pursuant to this Agreement and which shall be fully set out in the Order Form;
“Products” means those computer programs provided by SIS to you pursuant to this Agreement as specified in the Order Form;
“Sub-processors” means another data processor engaged by us for carrying out processing activities in respect of the Personal Data on your behalf;
“Subscription Term” means the duration of your subscription to the Products which shall be specified in the Order Form and which shall commence on the date specified as the Commencement Date;
“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;
“Upgrades” means new versions of, and updates to, Products, whether for the purpose of fixing an error, bug or other issue in the Products or enhancing the functionality of the Products;
“User(s)” shall mean a person who you have permitted to access and use your User Account including your employees, representatives, consultants, contractors, agents, or other third parties, provided they are acting for your benefit and on your behalf, and who has been given the Login Details; and
“User Account” means your account on the Products which is accessible only by authorised Users.
Last updated: August 21, 2025.