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[null,null,null,"Partner Contact",null,null,"Email Address"]
[null,null,null,"Partner Address",null,null,"Telephone No."]
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["Product",null,"Monthly Cost","Included Storage","Additional Recipients",null,null,"Additional Storage"]
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["AGREEMENT FOR USE OF STAY PRIVATE SOFTWARE AND SERVICES"]
["Supplier Name",null,null,"Zest4 Group Limited"]
["Supplier Address",null,null,"50 Alderley Road, Wilmslow, Cheshire, SK9 1NY"]
["Supplier Signatory",null,null,"Mandy Fazelynia"]
["Company Name",null,null,{"$f":"IF('Order Form'!E9=\"\",\"\",'Order Form'!E9)","v":""}]
["Company Address",null,null,{"$f":"IF('Order Form'!E11=\"\",\"\",'Order Form'!E11)","v":""}]
["Company Signatory",null,null,{"$f":"IF('Order Form'!E10=\"\",\"\",'Order Form'!E10)","v":""}]
["StayPrivate Tier",null,null,{"$f":"IF('Order Form'!A16=\"\",\"\",'Order Form'!A16)","v":""}]
["This Agreement (“Agreement”) is between Supplier name of Supplier address (“Supplier”), and Company name of Company address (“Customer”). This Agreement governs access to and use of the StayPrivate software and services, including the StayPrivate mobile and web apps and the StayPrivate secure email solution (together, the “Service”)."]
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["By signing this agreement or using StayPrivate, you agree to this Agreement as a Customer. If you are agreeing to this Agreement for use of StayPrivate by an organisation, you are agreeing to this Agreement on behalf of that organisation. You must have the authority to bind that organisation to this Agreement, otherwise you must not sign up for StayPrivate."]
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["1.","Service"]
[null,"1.1.","Provision of Services. Customer and users of Customer accounts (“End Users”) may access and use StayPrivate in accordance with this Agreement."]
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[null,"1.2.","Facilities and Data Processing. StayPrivate will use technical and organisational security measures to transfer, store, and process Customer Data. These measures are designed to protect the integrity of Customer Data and guard against the unauthorised or unlawful access to, use, and processing of Customer Data. StayPrivate will adhere to all European Union data protection laws. StayPrivate will store and process all information within the European Union. Customer agrees that StayPrivate may transfer, store, and process Customer Data in locations other than Customer's country."]
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[null,"1.3.","Modifications to StayPrivate. StayPrivate may update its Services from time to time. If StayPrivate changes in a manner that materially changes functionality, StayPrivate will inform Customer via email at least fourteen days before the change is implemented."]
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[null,"1.4.","Software. Some Services allow Customer to download StayPrivate software which may update automatically. Customer may use the software only to access StayPrivate. If any component of the software is offered under an open-source license, StayPrivate will make the license available to Customer and the provisions of that license may expressly override some of the terms of this Agreement."]
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["2.","Customer Obligations"]
[null,"2.1.","Compliance. Customer is responsible for use of the Services by its End Users. Customer and its End Users must use StayPrivate in compliance with its Acceptable Use Policy (available at https://www.stayprivate.com/terms.html). Customer will obtain from End Users any consents necessary to engage in the activities described in this Agreement and to allow StayPrivate to provide the service. Customer will comply with laws and regulations applicable to Customer's use of StayPrivate, if any."]
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[null,"2.2.","Unauthorised Use & Access. Customer will prevent unauthorised use of StayPrivate by its End Users and terminate any unauthorised use of or access to StayPrivate. StayPrivate is not intended for End Users under the age of 18. Customer will ensure that it does not allow any person under 18 to independently use StayPrivate. Customer will promptly notify of any unauthorised use of or access to StayPrivate."]
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[null,"2.3.","Restricted Uses. Customer will not (i) sell, resell, or lease StayPrivate; (ii) use StayPrivate for activities where use or failure of StayPrivate could lead to physical damage, death, or personal injury; or (iii) reverse engineer StayPrivate, nor attempt nor assist anyone else to do so, unless this restriction is prohibited by law."]
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[null,"2.4.","Third Party Requests"]
[null,null,"2.4.1.","“Third Party Request” means a request from a third party for records relating to an End User's use of StayPrivate including information in or from an End User or Customer's Service account. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users permitting a disclosure."]
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[null,null,"2.4.2.","Customer is responsible for responding to Third Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third Party Requests and will contact StayPrivate only if it cannot obtain such information despite diligent efforts."]
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[null,null,"2.4.3.","StayPrivate will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to: (A) promptly notify Customer of StayPrivate’s receipt of a Third Party Request; (B) comply with Customer's commercially reasonable requests regarding its efforts to oppose a Third Party Request; and (C) provide Customer with information or tools required for Customer to respond to the Third Party Request (if Customer is otherwise unable to obtain the information). If Customer fails to promptly respond to any Third Party Request, then StayPrivate may, but will not be obligated to do so."]
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["3.","Third-Party Services"]
["If Customer uses any third-party service (e.g., a service that uses a StayPrivate API) with the Services, (i) StayPrivate will not be responsible for any act or omission of the third party, including the third party's access to or use of Customer Data and (ii) StayPrivate does not warrant or support any service provided by the third party."]
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["4.","Suspension"]
[null,"4.1.","Suspension of End User Accounts by StayPrivate. If an End User (i) violates this Agreement or (ii) uses StayPrivate in a manner that StayPrivate reasonably believes will cause it liability, then StayPrivate may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then StayPrivate may do so. "]
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[null,"4.2.","Security Emergencies. Notwithstanding anything in this Agreement, if there is a Security Emergency then StayPrivate may automatically suspend use of the service. StayPrivate will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. “Security Emergency” means: (i) use of StayPrivate that does or could disrupt StayPrivate, others’ use of StayPrivate, or the infrastructure used to provide StayPrivate and (ii) unauthorised third-party access to StayPrivate."]
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["5.","Intellectual Property Rights"]
[null,"5.1.","Reservation of Rights. Except as expressly set forth herein, this Agreement does not grant (i) StayPrivate any Intellectual Property Rights in Customer Data or (ii) Customer any Intellectual Property Rights in StayPrivate or StayPrivate data, software, trademarks and brand features. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights."]
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[null,"5.2.","Limited Permission. Customer grants StayPrivate only the limited rights that are reasonably necessary for StayPrivate to offer the Service (e.g., hosting stored data) and for StayPrivate to implement its Compliance Policy. This permission also extends to trusted third parties StayPrivate works with to offer the service (e.g. the payment provider used to process payment of fees)."]
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[null,"5.3.","Suggestions. StayPrivate may, at its discretion and for any purpose, use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions Customer or End Users send StayPrivate or post in forums without any obligation to Customer."]
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[null,"5.4.","Customer List. StayPrivate may include Customer's name in a list of StayPrivate customers on the StayPrivate website or in promotional materials."]
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["6.","Fees & Payment"]
[null,"6.1.","Fees. Customer will pay Supplier all applicable fees according to the StayPrivate Tier above and the StayPrivate pricing schedule available at https://stayprivate.com/pricing. Fees are non-refundable except as required by law. Customer is responsible for providing complete and accurate billing and contact information to Supplier. Supplier may suspend or terminate the service if fees are past their due date."]
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[null,"6.2.","Taxes. Customer is responsible for all taxes. Supplier will charge tax when required to do so. If Customer is required by law to withhold any taxes, Customer must provide Supplier with an official tax receipt or other appropriate documentation."]
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[null,"6.3.","Purchase Orders. If Customer requires the use of a purchase order or purchase order number, Customer (i) must provide the purchase order number at the time of purchase and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void."]
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[null,"6.4.","Increase in recipients and storage usage. Supplier has the right to charge for any increase in recipients and/or increase in storage above the agreed upon contracted amount."]
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[null,"6.5.","Changes in Tier are not allowed. The Tier is fixed for the duration of this Agreement. "]
["7.","Term & Termination"]
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[null,"7.2.","Renewal. After the Initial Term, the Agreement will continue on a one-month rolling basis."]
[null,"7.3.","Customer Termination. After the Initial Term, the Customer may voluntarily terminate the Agreement for any reason with a minimum of 30 days’ notice before the expiry of the contract. In such event, after the effective date of such termination no further payments shall be due under this Agreement."]
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[null,"7.4.","Termination for Breach. Either Supplier or Customer may terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days."]
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[null,"7.5.","Effects of Termination. If this Agreement terminates: (i) the rights granted by Supplier to Customer will cease immediately (except as set forth in this section); (ii) StayPrivate may provide Customer access to its account at then-current fees so that Customer may export its stored data; and (iii) after a commercially reasonable period of time, StayPrivate may delete any stored data relating to Customer's account. The following sections will survive expiration or termination of this Agreement: 3 Third Party Requests, 5 Intellectual Property Rights, 6 Fees & Payment, 7.5 Effects of Termination, 8 Indemnification, 9 Disclaimers, 10 Limitation of Liability, 11 Disputes, and 12 Miscellaneous."]
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[null,"7.6.","Supplier Failure. In the event of default or similar failure of the Supplier, StayPrivate will take over this contract and provide the Service directly to the Client. In such event: (i) no further payments will be due to the Supplier; (ii) payments under this Agreement will be paid to StayPrivate directly; (iii) StayPrivate may reassign this agreement an alternative supplier of its choice. "]
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["8.","Indemnification"]
[null,"8.1.","By Customer. Customer will indemnify, defend, and hold harmless Supplier and StayPrivate from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against Supplier and StayPrivate and its affiliates regarding: (i) Customer Data; (ii) Customer's use of StayPrivate in violation of this Agreement; or (iii) End Users' use of StayPrivate in violation of this Agreement."]
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[null,"8.2.","By StayPrivate. StayPrivate will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against Customer to the extent based on an allegation that StayPrivate's technology used to provide the service to Customer infringes or misappropriates any copyright, trade secret, patent, or trademark right of the third party. In no event will StayPrivate have any obligations or liability under this section arising from: (i) use of any Service in a modified form or in combination with materials not furnished by StayPrivate and (ii) any content, information, or data provided by Customer, End Users, or other third parties."]
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[null,"8.3.","Possible Infringement. If StayPrivate believes the Service infringes or may be alleged to infringe a third party's Intellectual Property Rights, then StayPrivate may: (i) obtain the right for Customer, at StayPrivate's expense, to continue using StayPrivate; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify StayPrivate so that they no longer infringe. If StayPrivate does not believe the options described in this section are commercially reasonable then StayPrivate may suspend or terminate Customer's use of the affected Service (with a pro-rata refund of prepaid fees for StayPrivate)."]
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[null,"8.4.","General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defence, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other party may join in the defence with its own counsel at its own expense. The indemnities above are StayPrivate and Customer’s only remedy under this agreement for violation by the other party of a third party's intellectual property rights."]
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["9.","Disclaimers"]
["StayPrivate is provided “as is”. To the fullest extent permitted by law, except as expressly stated in this agreement, neither Customer nor StayPrivate and its affiliates, suppliers, and distributors make any warranty of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use, or non-infringement. Customer is responsible for maintaining and backing up any stored data."]
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["10.","Limitation of Liability"]
[null,"10.1.","Limitation on Indirect Liability. To the fullest extent permitted by law, except for StayPrivate or Customer’s indemnification obligations, neither Customer nor StayPrivate and its affiliates, suppliers, and distributors will be liable under this agreement for (i) indirect, special, incidental, consequential, exemplary, or punitive damages, or (ii) loss of use, data, business, revenues, or profits (in each case whether direct or indirect), even if the party knew or should have known that such damages were possible and even if a remedy fails of its essential purpose."]
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[null,"10.2.","Limitation on Amount of Liability. To the fullest extent permitted by law, StayPrivate’s aggregate liability under this agreement will not exceed the lesser of £100 or the amount paid by Customer to StayPrivate hereunder during the twelve months prior to the event giving rise to liability."]
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["11.","Disputes"]
[null,"11.1.","Informal Resolution. StayPrivate wants to address concerns without resorting to a formal legal case. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party. If a dispute is not resolved within 30 days of notice, Customer or StayPrivate may bring a formal proceeding."]
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[null,"11.2.","No class actions. Customer may only resolve disputes with StayPrivate on an individual basis and will not bring a claim in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed."]
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["12.","Miscellaneous"]
[null,"12.1.","Governing Law. The agreement will be governed by English law."]
[null,"12.2.","Severability. Unenforceable provisions will be modified to reflect the original intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect."]
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[null,"12.3.","Notice. Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to StayPrivate must be sent StayPrivate Ltd, Oak House, 58-60 Oak End Way, Gerrards Cross, SL9 8BR."]
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[null,"12.4.","Waiver. A waiver of any default is not a waiver of any subsequent default."]
[null,"12.5.","Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of StayPrivate. StayPrivate may assign this Agreement or any rights or obligations under this Agreement with 28 days’ written notice. StayPrivate may also assign this Agreement or any rights or obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets without providing notice. "]
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[null,"12.6.","Transparency. All email communications carried by the StayPrivate platform must include the term ‘Powered by StayPrivate’ or otherwise be clearly marked as delivered by StayPrivate."]
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[null,"12.7.","No Agency. StayPrivate and Customer are not legal partners or agents but are independent contractors."]
[null,"12.8.","Force Majeure. Except for payment obligations, neither StayPrivate nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labour condition, governmental action, and Internet disturbance)."]
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[null,"12.9.","No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer's End Users are not third-party beneficiaries to Customer's rights under this Agreement."]

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[null,null,12,"100 Recipients"]
[null,null,24,"500 Recipients"]
[null,null,36,"Unlimited Recipients"]

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[null,null,"Product","Monthly Cost","Included Storage","Extra Recipients Volume","Extra Recipients Monthly Cost","Extra Storage Volume","Extra Storage Monthly Cost"]
[null,null,"100 Recipients",2,"10GB",25,"£1.25","10GB","£1.25"]
[null,null,"500 Recipients",2.95,"50GB",125,"£5.00","50GB","£5.00"]
[null,null,"Unlimited Recipients",3.6,"100GB","n/a","n/a","100GB","£7.50"]