Service Agreement

Updated: September 2023

This service agreement (“Service Agreement”) is a legal agreement between the customer specified in the applicable Order (the “Customer”, “you” or “your”) and Stitcht Limited of Sovereign House, Towcester Road, Old Stratford, Milton Keynes, England, MK19 6AN (“Stitcht”, “us”, “we” or “our”) for use of our platform ‘Stitcht’, our website at www.stitcht.io, and any associated services made available to you (“Stitcht”). It is effective from the Accepted Date.

You should save a copy of these terms for future reference.

CUSTOMER AND STITCHT HEREBY AGREE TO THE FOLLOWING:

This Agreement governs Stitcht's provision of and the Customer's use of the Services as identified in one or more Orders executed by the Customer and Stitcht. This Agreement includes all Orders executed by the Customer and Stitcht, all attachments, and any other terms referenced herein or in any Orders, and represents the parties' entire understanding regarding the Services. This Agreement shall have control over any different or additional terms of any non-Stitcht purchase order or other non-Stitcht order forms, and no terms included in any such non-Stitcht purchase order or other non-Stitcht order forms shall apply to the Services. In the event of a conflict between this Service Agreement and an Order, the terms of the Order shall take precedence. All capitalised terms not defined herein shall have the meanings attributed in the corresponding Order.

By submitting an Order, the Customer agrees that the Customer will be bound by the terms of this Service Agreement. Each time the Customer submits an Order, the current version of this Service Agreement will apply for use of the Services from Acceptance Date of that Order. Accordingly, when submitting an Order, the Customer should check the date of this Service Agreement and review any changes since the last version. If the Customer does not agree with this Service Agreement at any time, the Customer should not place an Order for Services.

DEFINITIONS

"Accepted Date” means the date specified by us in the Order.

"Agreement" means this Service Agreement together with all Orders and any other terms referenced herein or in any Orders.

"Customer Content" means any and all audio, video, text, images, data, services, advertisements, promotions, URLs, keywords, navigational elements, links, pointers, technology and software content provided by the Customer (including via any API made available by Stitcht).

"Customer Properties" means the website(s) and all the Customer-branded pages of Social Media Sites and other media channels operated by the Customer for which the Services are being used. This includes any software, application, tool, web page, or web service residing on the site, page or media channel.

"Deliverables” the deliverables set out in the Order which are to be produced by Stitcht for the Customer.

“Intellectual Property Rights" means all rights, title and interest (whether legal, equitable or otherwise) associated with any and all patents, copyrights, trademarks, trade secrets, trade names, trade dress, database rights, get-up, logo, rights in goodwill, compilations, inventions, know-how, confidential information, domain names (and including future and contingent rights, rights to claim damages for prior infringement and other accrued rights of action, applications for registration of any of the foregoing and any rights to make such applications) and all other intellectual property rights as may exist from time to time of any sort throughout the world.

"Marks" means trade names, trademarks, trade dress and service marks of a party.

"Order" means a document for placing orders hereunder, including addenda and supplements thereto (which shall specify, among other things, the Deliverables requested, the dates on which the Deliverables are to be delivered) entered into by the Customer and Stitcht. Orders shall be deemed incorporated herein by reference.

"Services" means the services, including the Deliverables, supplied by Stitcht to the Customer under a corresponding Order.

"Services Data" means information, whether or not personally identifiable, as collected from end users, influencers, brand ambassadors and other content creators whose User Generated Content is collected for the Customer through the Services.

"Social Media Sites" means Twitter, Instagram, Facebook, and any other social networking sites on which the Customer may share the Deliverables.

"Specification” means the description or specification of the Services set out in the Order Form.

"Stitcht Materials" means those components provided by Stitcht under this Agreement, including any source code and object code, software library or API, and any related supporting content and documentation.

"Stitcht Site" means https://www.stitcht.io and any other website owned, operated or controlled by Stitcht.

"Term" means the term of this Agreement as specified in section 2.1 of this Agreement.

"User Data" is usage statistics, traffic patterns, and other non-personally identifiable aggregate data collected by Stitcht in connection with end users of the Customer through the Services.

"User Generated Content" is all audio, video, text, images, data, services, advertisements, promotions, URLs, keywords, navigational elements, links, pointers, technology and software content uploaded by end users and collected by Stitcht for inclusion in the Deliverables provided by Stitcht to the Customer as part of the Services.

1. Acknowledgements

1.1 This Agreement applies to Stitcht, including any updates or supplements to Stitcht, unless they come with separate terms, in which case those terms apply.

1.2 We may amend this Agreement at any time by updating this page, by notifying you in writing of any changes.

1.3 The terms of our privacy policy from time to time, available at https://stitcht.io/privacy ("Privacy Policy"), and the terms of our cookie policy from time to time, available at https://stitcht.io/cookies ("Cookie Policy") are incorporated into this Agreement by reference. Additionally, by using Stitcht, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using Stitcht may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

1.6 Use of Stitcht is at your own risk. Stitcht is provided on an "as is'' basis. Stitcht Ltd does not warrant or guarantee that Stitcht and all or part of its contents will be always available or that its use will not be interrupted. You acknowledge that Stitcht may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this Agreement.

1.7 The content on Stitcht is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on Stitcht.

1.8 Stitcht may contain links to other independent third-party websites ("Third-party Sites"). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them.

1.9 Any words following the terms “including”, “include”, “in particular” or “for example”, or any similar phrase shall be construed as illustrative and shall not limit the generality of the words preceding those terms.

2. TERM AND TERMINATION

2.1 This Agreement shall commence on the Accepted Date and, unless terminated earlier as set forth in this section 2 or as otherwise specified in the applicable Order, shall continue to remain in effect until the expiration or termination of all Orders.

2.2 If a party materially breaches any term or condition of an Order, or any term or condition of this Agreement as it relates to an Order, then the non-breaching party may send the breaching party a notice of breach that specifies in reasonable detail the nature of the breach. Upon receipt of such notice, the breaching party shall immediately correct the breach. If the breaching party fails to cure such breach within thirty (30) days after receiving such notice, then the non-breaching party may immediately terminate the Order and/or the Agreement by delivering a written notice of such immediate termination to the breaching party.

2.3 This Agreement may be terminated immediately upon written notice if either party becomes insolvent, is named in a petition for bankruptcy that is not dismissed within sixty (60) days after filing, ceases to function or conduct operations in the normal course of business, or makes an assignment for the benefit of its creditors.

2.4 The Customer shall be entitled to terminate this Agreement by giving 30 days’ written notice to Stitcht if Stitcht has not provided the Deliverables 60 days after the delivery date agreed in the Order for the Deliverables, provided that the Customer has fully complied with its obligations under clause 4.1.

2.5 Termination of this Agreement will result in the termination of any previously entered into Orders. Terminating this Agreement terminates the ability of either party to enter into subsequent Orders that incorporate the terms of this Agreement.

2.6 Upon any expiration or termination of this Agreement, all rights, obligations and licences of the parties shall cease, except that: (i) all obligations that accrued prior to the date of termination (including but not limited to all payment obligations) and all remedies for breach of this Agreement shall survive; and (ii) the provisions of this Section 2.6, Section 5 (Proprietary Rights), Section 8 (Confidentiality), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 15 (General Provisions) and any other provisions of this Agreement necessary to give effect thereto shall survive.

3. SUPPLY OF SERVICES

3.1 Stitcht shall supply the Services to the Customer in accordance with the Specification in all material respects.

3.2 Stitcht shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and shall not be of the essence for performance of the Services.

3.3 Stitcht reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Stitcht shall notify the Customer in any such event.

4. CUSTOMER OBLIGATIONS

4.1 The Customer shall:

ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
co-operate with Stitcht in all matters relating to the Services;
provide Stitcht with such information and materials as Stitcht may reasonably require in order to supply the Services on or before the dates specified in the Order, and ensure that such information is complete and accurate in all material respects; and
obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.

4.2 If Stitcht’s performance of any of its obligations under this Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (a “Customer Default”):

without limiting or affecting any other right or remedy available to it, Stitcht shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Stitcht’s performance of any of its obligations;
Stitcht shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Stitcht’s failure or delay to perform any of its obligations as set out in this section 4.2; and
the Customer shall reimburse Stitcht on written demand for any costs or losses sustained or incurred by Stitcht arising directly or indirectly from the Customer Default.

5. STITCHT SITE USAGE RESTRICTIONS

5.1 Except to the extent that applicable law permits such acts notwithstanding any contractual prohibition, the Customer shall not: (i) rent, lease, sub-license, loan, translate, modify, adapt, merge, enhance or create derivative works of the Stitcht Materials or Stitcht Site, including but not limited to the source code thereof; (ii) decompile, reverse engineer or disassemble the Stitcht Materials, or any component thereof; (iii) remove the attribution "powered by Stitcht", or a similar attribution from the Services; or (iv) use any Marks or Intellectual Property Rights of Stitcht except as expressly provided in this Agreement.

5.2 The Customer shall not knowingly or wilfully use the Stitcht Site in any manner that could damage, disable, overburden, impair or otherwise interfere with Stitcht's provision of the Stitcht Site. Where the Customer is provided with an account in order to access the Services or the Stitcht Site (the “Customer Account”) the Customer shall be responsible for maintaining the security of its equipment and the Customer Account’s access passwords. The Customer and Stitcht agree to make every reasonable effort to prevent unauthorised third parties from accessing the Customer Account. The Customer shall be liable for all acts and omissions of its authorised users.

5.3 The Customer shall maintain a privacy policy on the Customer Properties that is consistent with industry privacy and security standards and all applicable legal requirements.

5.4 The Customer shall not infringe our or any third party's Intellectual Property Rights or rights of privacy in relation to their use of the Stitcht Site, including in the submission of Customer Content.

5.5 The Customer shall not transmit any Customer Content that is sexually explicit, defamatory, discriminatory, offensive, or which promotes violence or illegal activity, or which is otherwise objectionable.

5.6 The Customer shall not use the Stitcht Site in any way that implies that Customer Content uploaded to or created using the Stitcht Site emanates from us where this is not the case.

5.7 The Customer shall not use the Stitcht Site in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

5.8 The Customer shall not collect or harvest any information or data from the Stitcht Site or our systems or attempt to decipher any transmissions to or from the servers running the Stitcht Site or any other service.

5.9 The Customer shall indemnify Stitcht and hold us harmless against any and all liabilities, costs, expenses, damages losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Stitcht arising out of or in connection with the Customer’s breach of sections 5.1 to 5.8.

6. PROPRIETARY RIGHTS

6.1 During the Term, Stitcht grants to the Customer a worldwide, non-transferable, non-sublicensable, and non-exclusive, license to use the Deliverables, and any User Generated Content contained within such Deliverables, for the purpose using, reproducing, distributing, transmitting and displaying such Deliverables on the Customer Properties.

6.2 The Customer grants Stitcht a worldwide, royalty-free, non-exclusive, non-transferable licence to: (i) use, reproduce, distribute, transmit and display the Customer Content solely to provide the Services; and (ii) link to and from the Stitcht Materials displayed on the Customer Properties and the Stitcht Site by means of the attribution described in Section 5.1(iii).

6.3 The Customer Content, Services Data and the Customer Marks may include proprietary and confidential materials of the Customer, protected under copyright, trade secret, and other intellectual property laws. Except for the rights and licenses expressly set forth in this Agreement, Stitcht acknowledges and agrees that as between Stitcht and the Customer, the Customer owns and shall retain all right, title and interest, including Intellectual Property Rights, in and to the Customer Content, Services Data and the Customer Marks.

6.4 The Stitcht Materials, Stitcht Marks, Services and User Data include proprietary and confidential materials protected under intellectual property laws. Except for the rights and licences expressly set forth in this Agreement, the Customer acknowledges and agrees that Stitcht solely owns or is the licensee of, and shall retain all right, title and interest, including Intellectual Property Rights, in and to the Stitcht Materials, Stitcht Marks, Deliverables and all User Data. For a period of sixty (60) days after the expiration or termination of an Order, Stitcht shall provide the Customer with access to all User Data collected by Stitcht for the Customer.

6.5 All suggestions, enhancement requests, feedback, recommendations or other input provided by the Customer or any other party relating to the Services shall be owned by Stitcht, and the Customer hereby does and shall make all assignments and take all reasonable actions necessary to accomplish the foregoing ownership. Any rights in the Services not expressly granted herein are reserved by Stitcht.

7. PRICING, BILLING AND PAYMENT

7.1 The Customer shall pay Stitcht the fees as indicated on the applicable Order.

7.2 The Customer shall on or before the Accepted Date provide to Stitcht valid, up-to-date and complete credit card details and any other relevant valid, up-to-date and complete contact and billing details and hereby authorises Stitcht to bill such credit card for the initial month on the Accepted Date, and on each monthly anniversary of the Accepted Date (or the next business day where such anniversary falls on a non-business day) the fees payable in respect of the next month. All fees are non-cancellable and non-refundable, unless expressly specified otherwise. All fees are exclusive of taxes (including but not limited to VAT), levies, or duties imposed by taxing authorities, and the Customer shall be responsible for payment of all such taxes, levies, or duties (excluding taxes based on Stitcht's income), even if such amounts are not listed on an Order. The Customer shall pay all fees in GB Pounds or in such other currency as agreed to in writing by the parties.

7.3 All amounts invoiced hereunder are due and payable as specified in the Order.

7.4 Stitcht may immediately suspend the Customer's password, account, and access to the Services if the Customer fails to make payment due within ten (10) business days after Stitcht has provided the Customer with notice of such failure. Any suspension by Stitcht of the Services under the preceding sentence shall not relieve the Customer of its payment obligations under the Agreement. Interest shall accrue on a daily basis on such due amounts at the higher of: an annual rate equal to 4% over the base lending rate of the Bank of England from time to time, or; the highest default rate prescribed by statute in the United Kingdom, commencing on the due date and continuing until fully paid.

8. NEW VERSIONS AND UPDATES; BROWSER COMPATIBILITY

8.1 Stitcht reserves the right to release updates, upgrades or new versions of the Stitcht Site at any time. Stitcht shall own all Intellectual Property Rights to any updates, upgrades or new versions released. The Parties shall use commercially reasonable efforts to assist each other to the extent that any such update, upgrade or new version affects the Customer Properties or requires changes to the Customer Properties in order to be compatible with the Stitcht Site.

8.2 The publicly available Stitcht Site will be compatible with the current and one previous version of the following browsers: Microsoft Internet Explorer and Edge, Apple Safari, Google Chrome, and Firefox. Optimal browser support requirements are subject to change.

9. CONFIDENTIALITY

9.1 Stitcht or the Customer may disclose to the other party certain confidential or proprietary information ("Confidential Information"), including but not limited to all information regarding the Customer or Stitcht and information relating to the integration of the Stitcht Materials and the Customer Content. Confidential Information shall include information which a party identifies as confidential or which, under the circumstances, should reasonably be recognised as confidential, whether shared orally, visually or in writing before or after the date of this Agreement. The party receiving Confidential Information agrees not to disclose such information to any third party other than its employees, agents, advisors, and contractors who have a need to know and who agree to keep such information confidential, take reasonable and prudent steps and any measures necessary to prevent the Confidential Information from being disclosed to any third party, and not to use such information except as necessary to perform its obligations under this Agreement. The obligations of this Section 9 shall not apply to information which: (i) is now in the public domain or which becomes generally available to the public through no fault of the receiving party; (ii) is already known to, or in the possession of, the receiving party prior to disclosure by the disclosing party as can be demonstrated by documentary evidence; (iii) is disclosed on a non-confidential basis from a third party having the right to make such disclosure; or (iv) is independently developed by the receiving party without use of the Confidential Information of the other party as can be demonstrated by documentary evidence. Each party may make disclosures of Confidential Information of the other party as required by law or government authority. The confidentiality provisions of this Section 9 shall continue for a period of five (5) years past the termination of this Agreement.

9.2 Notwithstanding anything else in the Agreement or otherwise, Stitcht may monitor the Customer's use of the Services and compile User Data, which is statistical and performance information related to the provision and operation of the Services, provided that such User Data does not incorporate non-anonymized Services Data or identify the Customer's Confidential Information. Stitcht retains all Intellectual Property Rights in such User Data.

10. REPRESENTATIONS AND WARRANTIES

10.1 Each party represents and warrants to the other party that (i) it has and shall have all the necessary rights, approvals, consents and permissions to enter into this Agreement and to grant the rights and licences herein, and (ii) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgement or understanding, oral or written, to which it is a party or by which it may be bound.

10.2 Stitcht represents and warrants to the Customer that (i) the Stitcht Materials and Stitcht Site (excluding all User Generated Content residing thereon) do not and shall not infringe the proprietary rights of any third party; (ii) Stitcht will use commercially reasonable efforts to perform the Services in all material respects in accordance with the Specification; and (iii) Stitcht will provide the Services using reasonable care and skill. The Customer must notify Stitcht of any warranty deficiencies within thirty (30) days from performance of the relevant Services in order to receive warranty remedies.

10.3 For breach of the express warranties set forth in Sections 10.2(ii) and 10.2(iii), the Customer’s exclusive remedy shall be the re-performance of the deficient Services. If Stitcht cannot re-perform such deficient Services as warranted, the Customer shall be entitled to recover a pro-rata portion of the fees paid to Stitcht for such deficient Services, and such refund shall be Stitcht’s entire liability for the deficient Services.

10.4 The Customer represents and warrants that the Customer will use the Services only in compliance with all applicable (i) Social Media Sites' terms and conditions associated with the procurement and use of User Generated Content; and (ii) laws and regulations, including those related to spamming, privacy, data protection, intellectual property, consumer and child protection, pornography, obscenity or defamation. Additionally, the Customer represents and warrants to Stitcht that (i) the Customer owns all rights in and to the Customer Content; or if the Customer Content is subject to third party proprietary rights, the Customer has all necessary rights, consents and permissions to provide the Customer Content to Stitcht and to permit Stitcht to use the Customer Content as necessary to provide the Services; and (ii) Stitcht's use of the Customer Content to provide the Services will not infringe or violate any third party's Intellectual Property Rights.

11. LIMITATION OF LIABILITY

11.1 EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT AND WITHOUT LIMITING THE LIABILITY OF EITHER PARTY TO THE OTHER IN ACCORDANCE WITH ANY INDEMNITY OBLIGATIONS SET OUT IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR: (i) ANY ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY OR LOSS OF BUSINESS; (ii) ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (iii) ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. EXCEPT FOR LIABILITIES TO THIRD PARTIES PURSUANT TO ANY INDEMNIFICATION OBLIGATION HEREUNDER, BREACH OF A PARTY'S OBLIGATIONS PURSUANT TO SECTION 9.1, OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY THE CUSTOMER TO STITCHT IN THE PRECEDING TWELVE (12) MONTHS.

12. INDEMNIFICATION

12.1 Stitcht shall defend, indemnify and hold harmless ("Indemnify") the Customer and its officers, directors, agents, affiliates, distributors, franchisees and employees ("Representatives") from and against any and all third party claims, demands, liabilities, costs or expenses, including reasonable attorneys' fees ("Liabilities") directly arising from infringement or violation of a third party’s Intellectual Property Rights by the Stitcht Materials or the Stitcht Marks.

12.2 The Customer shall Indemnify Stitcht and its Representatives from and against any Liabilities arising from any infringement or violation of a third-party's Intellectual Property Rights by the Customer Properties, Customer Content, or the Customer Marks.

12.3 If a party entitled to indemnification hereunder becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the indemnified party by any third party, the indemnified party shall not make any admission, or otherwise attempt to compromise or settle the claim and shall give the other party prompt written notice of such matter. The indemnifying party shall have the right to control the defence of any action subject to this indemnification and the indemnified party shall have the right to participate in such defence at its own cost with counsel of its own choosing.

12.4 The indemnification obligations set forth in this Agreement are conditioned upon (i) the indemnified party providing the indemnifying party with prompt written notice thereof and reasonable cooperation, information, and assistance in connection therewith (at the indemnifying party's expense); provided, however, that failure to give such notification shall not affect the indemnification provided under this Agreement except to the extent the indemnifying party shall have been materially prejudiced as a result of such failure, and (ii) the indemnifying party having sole control and authority to defend, settle or compromise such claim; except that the indemnifying party shall not enter into any settlement that affects the indemnified party's rights or interests without the indemnified party's prior written approval.

13. DISCLAIMER

13.1 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, STITCHT PROVIDES THE STITCHT SERVICE "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED WITH REGARD TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND QUALITY. STITCHT DISCLAIMS ANY LIABILITY FOR (I) THE ACCURACY OR LEGALITY OF THE USER GENERATED CONTENT AND DELIVERABLES; AND (II) ANY CUSTOMER TERMS USED BY THE CUSTOMER TO OBTAIN PERMISSION TO USE USER GENERATED CONTENT OR DELIVERABLES OR PROCESS SERVICES DATA. STITCHT IS NOT RESPONSIBLE OR LIABLE FOR ANY HARM TO CUSTOMER RESULTING FROM: (I) CUSTOMER’S USE OF THE SERVICE NOT IN ACCORDANCE WITH THIS AGREEMENT; (II) END USERS’ USE OF THE SERVICE; (III) LOSS OF ACCESS TO USER GENERATED CONTENT CAUSED BY VIRUSES, WORMS, TROJAN HORSES, OR ANY SIMILAR CONTAMINATION OR DESTRUCTIVE PROGRAM; OR (IV) CONTENT POSTED IN ANY FORUM OR COMMUNITY AREA OF THE STITCHT SITE OR SERVICES OTHER THAN BY STITCHT.

14. DATA PROTECTION

The following definitions shall apply to this section 14:

“controller” has the meaning given in the Privacy Laws;

“processor” has the meaning given in the Privacy Laws;

“processing” has the meaning given in the Privacy Laws;

“Data Subjects” has the meaning given in the Privacy Laws.

“Personal Data” has the meaning given in the Privacy Laws;

“Privacy Laws” means Regulation the UK General Data Protection Regulation (the “UK GDPR”) and the Data Protection Act 2018.

14.1 The Customer (as controller) and Stitcht Ltd (as processor) shall comply with each of our obligations under the Privacy Laws in relation to any Personal Data made available by the Customer which we process as a result of the Customer's use of Stitcht.

14.2 As processor, we shall:

(a) process the Personal Data set out in the Order;

(b) process the Personal Data only as necessary in order to fulfil our obligations under this Agreement, and shall only process in accordance with this Agreement and your instructions and only for the duration of this Agreement, unless required by the Privacy Laws to otherwise process the Personal Data;

(c) implement appropriate technical and organisational measures to protect any Personal Data against unauthorised or unlawful processing and accidental loss, disclosure, access or damage, which shall be confirmed in writing to the Customer;

(d) comply with our Privacy Policy;

(e) cooperate and provide reasonable assistance to the Customer in connection with your compliance with Privacy Laws insofar as it relates to your use of Stitcht. This may include assistance with: (i) responding to requests from individuals or authorities, (ii) notifying data breaches to affected individuals or authorities; (iii) carrying out data protection impact assessments; and (iv) the obligations in Article 32 of the UK GDPR;

(f) delete or return to the Customer all such Personal Data upon your request or on termination or expiry of this Agreement unless otherwise required under applicable laws;

(f) ensure that all persons authorised to access such Personal Data are subject to confidentiality obligations, whether by contract or statute;

(g) without undue delay, notify the Customer in writing (email sufficient) of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, such Personal Data. The notice will specify (i) the categories and number of individuals concerned, (ii) the categories and number of records involved, (iii) the likely consequences of the breach and (iv) any steps taken to mitigate and address the breach where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay;

(h) give the Customer access during normal working hours to audit any relevant records and materials held by us which are necessary to demonstrate compliance with our obligations under the Privacy Laws. The Customer may choose to conduct the audit by itself or mandate an independent auditor. Audits may also include inspections at the premises or physical facilities of the processor and shall, in any event, be carried out with reasonable written notice (email sufficient);

(i) not transfer Personal Data outside of the United Kingdom (except where such transfers are affected in accordance with the Privacy Laws);

(j) not subcontract any processing of such Personal Data without prior written authorisation, provided that (i) where we engage a sub-processor, we shall do so by way of a contract which imposes on the sub-processor, in substance, the same data protection obligations as the ones imposed on the data processor in accordance with this section 13.2. We are hereby authorised by the Customer to use cloud service providers and hosting services, including, but not limited to, Google Firebase, which the Customer acknowledges and accepts are used by us to host Personal Data. At the Customer’s request, we shall provide a copy of such sub-processor agreements and any subsequent amendments to the Customer. To the extent necessary to protect business secrecy or other confidential information, including personal data, we may redact the text of the agreement prior to sharing the copy. We shall remain fully responsible to the Customer for the performance of the sub-processor’s obligations in accordance with its contract with us. We shall notify the Customer of any relevant failure by the sub-processor to fulfil its contractual obligations. We agree a third party beneficiary clause with the sub-processor whereby - in the event we have factually disappeared, ceased to exist in law or have become insolvent - the Customer shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

(k) promptly notify the Customer of any request it has received from the data subject and assist the Customer in fulfilling its obligations to respond to such data subjects’ requests.

14.3 The Customer shall inform any Data Subjects whose Personal Data is disclosed to Stitcht and processed pursuant to this Agreement, that the Customer may use and disclose their Personal Data to us in accordance with this Agreement, and that the relevant Data Subjects have, where necessary, consented to such processing and disclosure. The Customer shall be responsible for ensuring the Personal Data provided by the Customer to be processed by us pursuant to and in accordance with this Agreement is processed on lawful grounds.

14.4 The Customer acknowledges that it shall be solely responsible for any automated decision making the Customer makes through the use of Stitcht and the Customer shall implement suitable measures to safeguard the Data Subjects' rights and freedoms.

14.5 The Customer must promptly notify Stitcht in the event of any withdrawal of any relevant consent by any Data Subject whose Personal Data is processed pursuant to this Agreement, giving sufficient details of the withdrawal to enable us to comply with our obligations under the Privacy Laws.

14.6 Each party must immediately notify the other if it becomes aware of a complaint or allegation of breach of the Privacy Laws by any person or an investigation or enforcement action by a regulatory authority, in connection with your use of Stitcht.

15. NOTICES

15.1 All notices under this Agreement will be in writing and in English and delivered to the parties at their respective physical or e-mail addresses stated in the Order or at such other address designated by written notice. Stitcht may provide general notices applicable to all Stitcht customers by means of general notices on customer dashboards of the Services, and notices specific to the Customer by electronic mail to the Customer's email address on record with Stitcht or by written communication sent by first class mail or pre-paid post to the Customer's address on record with Stitcht.

15.2 The Customer shall send notices to Stitcht, Limited, Sovereign House, Towcester Road, Old Stratford, Milton Keynes, England, MK19 6AN. The Customer may provide notices by personal delivery, overnight delivery, first class mail or pre-paid post. The Customer may email any notices to support@stitcht.io.

15.3 Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail or facsimile; the day after being sent, if sent for next day delivery by recognised overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested.

16. GENERAL PROVISIONS

16.1 This Agreement, including all attachments hereto and all Orders, represents the parties' entire understanding relating to the Services, and supersedes any prior or contemporaneous, conflicting or additional communications. Orders may be executed in one or more counterparts, each of which shall be an original, but taken together constituting one and the same instrument. Execution of a facsimile/electronic copy shall have the same force and effect as execution of an original, and a facsimile/electronic signature shall be deemed an original and valid signature. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. Nothing in this section shall operate to exclude any representations made by a party fraudulently.

16.2 In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (except payment obligations) due to any cause beyond its reasonable control, the affected party shall give written notice thereof to the other party and its performance shall be extended for the period of delay or inability to perform due to such occurrence.

16.3 This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by either party without the other party's written consent, not to be unreasonably withheld. Notwithstanding the foregoing, without consent, Stitcht may assign or transfer its rights and obligations under the Agreement (i) to any of its affiliates or (ii) to any successor to all or substantially all of its business (whether by sale of assets or equity, merger, conversion, consolidation or otherwise). For the purposes of this section, “affiliate” means a subsidiary or holding company of Stitcht or any subsidiary of any holding company of Stitcht. Any assignment in violation of this section shall be deemed null and void ab initio. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assignees of the parties hereto.

16.4 The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

16.5 Except as specifically provided otherwise herein, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. Each party agrees that, in the event of any breach or threatened breach of Section 6 or 9, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to seek injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.

16.6 This Agreement governed by and construed in accordance with the law of England and Wales and subject to the exclusive jurisdiction of the English courts.

17. COMMUNICATIONS

17.1 If the Customer wishes to contact us in writing, or if this Agreement requires the Customer to give us notice in writing, the Customer can send this to us by e-mail to support@stitcht.io. We will confirm receipt by email.

17.2 If we have to contact the Customer or give the Customer notice in writing, we will do so by the e-mail address you provide to us in the Customer's request for access to use Stitcht.