Terms and Conditions

Capsi Sure operates as an online software platform that enables users to conduct a range of anti-money laundering and know-your-customer checks, along with other verification services. By accepting these General Terms and Conditions, which include the Third Party Terms, you enter into a contract with Capsi Sure and agree to adhere to both the General Terms and Third Party Terms.

Please be aware that you may not be able to access some or all of the services until Capsi Sure has successfully verified your identity and business sector.

Agreed Terms

1. Definitions and Interpretation

   The definitions and rules of interpretation provided in this section apply to these General Conditions.

   • Agreement: Refers to the contract formed between the Customer and Capsi Sure, which includes these General Conditions and the Third Party Conditions.
   • Business Day: Any day other than Saturday, Sunday, or a public holiday in England when banks in London are operational.
   • Confidential Information: Information that is proprietary or confidential, clearly marked as such, or identified as Confidential Information in clauses 10.5 or 10.6.
   • Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Processing, and Appropriate Technical and Organisational Measures: Terms defined under Data Protection Legislation.
   • Website: Refers to Capsi Sure’s website located at www.capsisure.com
   • Reports: Includes all Data, scores, reports, documents, and other outputs provided by Capsi Sure or its Third Party Suppliers as part of the Services.
   • Data: Encompasses the information and data stored on or accessed through the Services, including information about individuals or businesses, and the original source materials containing such data.
   • Data Processing Terms: The terms specified at the end of these General Conditions that apply when Capsi Sure processes the Customer’s personal data as a processor.
   • Data Protection Legislation: Refers to the UK Data Protection Legislation and any relevant EU legislation relating to personal data, including other applicable laws and regulatory requirements, as well as relevant data protection authority guidelines.
   • Documentation: User guides available to the Customer through the help section of www.capsisure.com or any other web address notified by Capsi Sure, outlining the usage instructions for the Services.
   • Effective Date: The date on which the agreement is signed.
   • Fees: The charges for the Services payable by the Customer to Capsi Sure, as detailed on the Website or agreed upon in writing between Capsi Sure and the Customer.
   • Laws: Refers to all applicable laws, regulations, rules, treaties, and codes of conduct governing the use of the Services and Data.
   • Security Event: Any situation where a user ID or password for accessing the Services or Data is lost, stolen, compromised, misused, or accessed in an unauthorised manner, or used contrary to the agreement terms.
   • Services: The products and/or services provided to the Customer by Capsi Sure, which may include access to Data and Reports.
   • Software: The online applications provided by Capsi Sure as part of the Services.
   • Third Party Conditions: The terms and conditions (as updated periodically) applicable to the portion of the Services or Data provided by a Third Party Supplier.
   • Third Party Supplier: Any third party that supplies Data, Reports, or services incorporated into the Services by Capsi Sure.
   • UK Data Protection Legislation: All applicable UK data protection and privacy laws, including the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018, and relevant directives and regulations.
   • Users: Employees, agents, and independent contractors of the Customer authorised to use the Documentation and Services, and access the Data and Reports.
   • Virus: Refers to any item or device, including software, code, files, or programs, that could: disrupt, impair, or negatively impact the operation of any computer software, hardware, or network, telecommunications service, equipment, or network; obstruct or diminish access to or functionality of any program or data (by altering, rearranging, or erasing them, in whole or in part); or otherwise harm the user experience. This includes, but is not limited to, worms, trojan horses, viruses, and similar entities.
   1. Headings of clauses, schedules, and paragraphs will not influence the interpretation of these General Conditions.
   2. The term "person" includes individuals, corporations, or unincorporated entities (whether or not they have separate legal personality), as well as their legal and personal representatives, successors, or permitted assigns.
   3. References to a company include any company, corporation, or other body corporate, regardless of its place or manner of incorporation or establishment.
   4. Words in the singular form include the plural and vice versa, unless the context indicates otherwise.
   5. References to one gender include all other genders, unless otherwise specified.
   6. A reference to a statute or statutory provision is to the statute or provision as it stands at the date of the agreement.
   7. References to statutes or statutory provisions include all subordinate legislation made under them as of the date of the agreement.
   8. "Writing" or "written" includes email communications
   9. References to clauses and schedules are to the clauses and schedules of these General Conditions, while references to paragraphs pertain to the paragraphs in the relevant schedules.

2. Services

   1. In return for the Customer’s payment of the Fees and for the duration of the agreement, Capsi Sure will:
      1. Provide the Services and make available the Data and Documentation to the Customer upon request; and
      2. Grant the Customer and its Users a non-exclusive, non-transferable license to access and use the Services and the Data (including any Reports) solely for internal business purposes.
   2. The Customer acknowledges that the Services are subject to ongoing updates and modifications and may change without prior notice.
   3. Some Services may not be immediately available as they may require external verification before being accessible.

3. Use of the Service

   1. The Customer agrees not to:
      1. Access, store, distribute, or transmit any Viruses or any material through the Services that:
      2. Is illegal, harmful, threatening, defamatory, obscene, infringing, harassing, or offensive based on race or ethnicity;
      3. Facilitates illegal activities;
      4. Contains sexually explicit content;
      5. Promotes unlawful violence;
      6. Discriminates based on race, gender, colour, religion, sexual orientation, or disability; or Causes harm or damage to any person or property.

         Capsi Sure reserves the right to disable access to any material that violates these provisions, without liability or prejudice to other rights.

   2. The Customer shall not:
      1. Except as legally required or expressly permitted under the agreement:
         1. Copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute any part of the Software and/or Documentation in any form or by any means; or
         2. Attempt to decompile, reverse engineer, disassemble, or otherwise reduce the Software to human-perceivable form.
      2. Use the Services, Data, Reports, or Documentation to develop products or services that compete with Capsi Sure’s offerings.
      3. Provide the Services, Data, Reports, or Documentation to third parties.
      4. License, sell, rent, lease, transfer, assign, distribute, display, disclose, or commercially exploit the Services, Data, Reports, or Documentation except to Users.
      5. Attempt to gain unauthorised access to the Services, Data, Reports, or Documentation or assist others in doing so.
      6. Introduce any Virus into Capsi Sure’s network or systems.
   3. The Customer must use reasonable efforts to prevent unauthorised access to the Services, Data, Reports, and Documentation, and notify Capsi Sure promptly in case of any unauthorised access or use.
   4. Each User must maintain a secure password, change it at least every six months, and keep it confidential.
   5. Rights under this clause are granted to the Customer only and do not extend to any subsidiary or holding company of the Customer.

4. Data Protection

   1. Both Parties must comply with Data Protection Legislation regarding any personal data processed under the agreement.
   2. The Customer warrants it has the right to collect, process, and use personal data for the Services and has fulfilled all legal obligations related to such data, including:
      1. Notifying relevant regulators and complying with Data Protection Legislation;
      2. Ensuring there are no restrictions preventing data disclosure or transfer to Capsi Sure;
      3. Obtaining necessary notices, authorizations, or consents for processing and transferring data.
   3. When Capsi Sure acts as a data processor on behalf of the Customer, the Data Processing Terms at the end of these General Conditions apply.
   4. The Customer agrees not to allow Users or other entities outside the European Economic Area to access the Services or Data without entering into European Commission-approved Standard Contractual Clauses or other appropriate safeguards.
   5. In the event of a Security Event, the Customer must notify Capsi Sure immediately and cooperate with any required actions.

      Any notification to data subjects or regulatory bodies should not reference Capsi Sure or the Services without prior written consent.

   6. The Customer is responsible for any legal or regulatory obligations arising from a Security Event, including fines and costs, except where the Security Event is due to Capsi Sure’s negligence or breach of the agreement.

5. Third Party Suppliers

   1. When the Services, Data, or Reports involve Third Party Suppliers, the Third-Party Conditions apply. Capsi Sure has the discretion to choose Third Party Suppliers, and in case of a conflict between Third Party Conditions and these General Conditions, the Third-Party Conditions take precedence.

6. Capsi Sure’s Obligations

   1. Capsi Sure will provide the Services with reasonable skill and care.
   2. Capsi Sure does not guarantee:
      1. Uninterrupted or error-free use of the Services, Data, or Reports;
      2. Continuous availability of the Services;
      3. That the Services, Data, Reports, or Documentation will meet the Customer's specific needs.
   3. Capsi Sure is not liable for delays, delivery failures, or other issues resulting from data transfer over communications networks, including the internet. The Services may experience limitations and delays inherent to these facilities.
   4. The Data is sourced from selected public records and other sources. Capsi Sure or its Third-Party Suppliers do not verify the Data's accuracy or completeness, and it is provided "as is." The Data should not be the sole basis for significant decisions affecting data subjects.
   5. The agreement does not prevent Capsi Sure from entering into similar agreements with third parties or from independently developing similar products or services.
   6. Capsi Sure ensures it has and will maintain all necessary licenses, consents, and permissions for fulfilling its obligations under the agreement.

7. Customer's obligations

   1. The Customer shall:
      1. Only use the Services and the Data for its own internal business purposes subject to any restrictions set out in these General Conditions or the Third-Party Conditions.
      2. provide Capsi sure with:
         1. all necessary co-operation in relation to the agreement; and
         2. all necessary access to such information as may be required by Capsi sure;in order to provide the Services, including but not limited to security access information and configuration services;
      3. without affecting its other obligations under the agreement, comply with all applicable laws and regulations with respect to its activities under the agreement including its use of the Services, Data and the Reports;
      4. keep all Data and Reports accessed using the Services confidential and secure;
      5. carry out all other Customer responsibilities set out in the agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Capsi sure may adjust any agreed timetable or delivery schedule as reasonably necessary;
      6. ensure that the Users use the Services, the Data and the Reports in accordance with the terms and conditions of the agreement and shall be responsible for any Authorised User's breach of the agreement;
      7. obtain and shall maintain all necessary licences, consents, and permissions necessary for Capsi sure, its contractors and agentsto perform their obligations under the agreement, including without limitation the Services;
      8. ensure that its network and systems comply with the relevant specifications provided by Capsi sure from time to time; and
      9. be, to the extent permitted by law and except as otherwise expressly provided in the agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Capsi sure's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

8. FEES and payment

   1. The Customer shall pay Fees to Capsi sure for the Services in accordance with this clause 8. Unless otherwise agreed in writing, the Fees for the Services are set out on the Website and are subjectto change from time to time. The Fees are on a pay-per-use basis as described on the Website.
   2. The Customer shall be responsible for any access or attempted access to the Services made using the Customer’s account and shall be responsible for any usage, whether or not such usage was authorised by it.
   3. Capsi sure shall invoice the Customer for the Fees monthly until termination of the agreement and the Customer shall pay eachinvoice within 30 days after the date of such invoice.
   4. If Capsi sure has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of Capsi sure:
      1. Capsi sure may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Capsi sure shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
      2. the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 8.3 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
   5. All amounts and fees stated or referred to in the agreement:
      1. shall be payable in pounds sterling;
      2. are non-cancellable and non-refundable;
      3. are exclusive of value added tax, which shall be added to Capsi sure's invoice(s) at the appropriate rate.

9. Proprietary rights

   1. The Customer acknowledges and agrees that Capsi sure and/or its licensors own all intellectual property rights in the Services, the Data, the Reports and the Documentation. Except as expressly stated herein, the agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services, the Data, the Reports or the Documentation.
   2. Capsi sure confirms that it has all the rights in relation to the Services, the Data, the Reports and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the agreement.

10. Confidentiality

    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the agreement. A party's Confidential Information shall not be deemed to include information that:
       1. is or becomes publicly known other than through any act or omission of the receiving party;
       2. was in the other party's lawful possession before the disclosure;
       3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
       4. is independently developed by the receiving party, which independent development can be shown by written evidence.
    2. Subject to clause 10.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the agreement.
    3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the agreement.
    4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
    5. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Capsi sure's Confidential Information.
    6. No party shall make, or permit any person to make, any public announcement concerning the agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
    7. The above provisions of this clause 10 shall survive termination of the agreement, however arising.

11. INDEMNIFICATION AND LIMITATION OF LIABLITY

    1. Capsi sure will use reasonable efforts to deliver the Services and Data requested by the Customer however the Customer acknowledges that Data and Reports are provided on an “as is” and “as available” basis. The Customer acknowledges that the Services involve conveying information provided to Capsi sure and its Third Party Suppliers by other sources, Capsi sure cannot and will not, for the fee charged for the Services, be an insurer or guarantor of the accuracy or reliability of the Services, the Data or the Reports. Accordingly, Capsi sure does not guarantee, warrant or represent the accuracy, timeliness, completeness, validity, currentness, merchantability or fitness for a particular purpose of the Services, the Data or the Reports and subject to clause 11.4, Capsi sure shall not be liable to the Customer or any third parties for any loss or injury arising out of or caused in whole or in part by Capsi sure’s acts or omissions, whether negligent or otherwise, in procuring, compiling, collecting, interpreting, reporting, communicating or delivering the Services, Data or Reports.
    2. The Customer will indemnify, defend, and hold Capsi sure and the Third Party Suppliers (and their affiliates) harmless from and against any and all liabilities, damages, losses, claims, costs and expenses, including reasonable legal fees, which may be asserted against or incurred by Capsi sure or the Third Party Suppliers, arising out of or resulting from the use, disclosure, sale or transfer of the Services, Data and/or the Reports (or information therein) by the Customer, or for the Customer’s breach of the agreement. The Customer warrants not to sue or maintain any cause of action, claim, demand, cross claim, third party action or other form of litigation or arbitration against Capsi sure, the Third Party Suppliers or their officers, directors, employees, contractors, agents, affiliatedbureaus or subscribers arising out of or relating in any way to the Services, the Data or the Reports (or information therein) being blocked by the Third Party Suppliers or not being accurate, timely, complete or current. The Customer agrees that the Third-Party Suppliers and their data suppliers are entitled to enforce the data security, use, legal compliance and indemnification provisions of the agreement directly against the Customer.
    3. The Customer acknowledges that Capsi sure and/or its Third-Party Suppliers maintains a database, updated on a periodic basis, from which the Customer obtains the Services, Data and Reports, and that Capsi sure or its Third-Party Suppliers do not undertake a separate investigation for each enquiry or request for Services made by the Customer. The Customer also acknowledges that the prices Capsi sure charges the Customer for the Services are based upon Capsi sure’s expectation that the risk of any loss or injury that may be incurred by use of the Services will be borne by the Customer and not Capsi sure. The Customer therefore agrees that it is responsible for determining that the Services are in accordance with Capsi sure’s obligations under the agreement. If the Customer reasonably determines that the Services (including the Data or Reports) do not meet Capsi sure’s obligations under the agreement, the Customer shall so notify Capsi sure in writing within ten (10) days after receipt of the Services in question. The Customer’s failure to notify Capsi sure within the specified period of time herein, shall mean the Customer accepts the Services as is, and Capsi sure will be discharged of any liability for non-performance of the Services. If Customer so notifies Capsi sure within ten (10) days after receipt of the Services, then, unless Capsi sure disputes the Customer’s claim, Capsi sure will, at its option, either re-perform the Services in question or issue the Customer a credit for the amount the Customer paid to Capsi sure for the nonconforming Services. The Customer agrees that the credit for nonconforming Services shall be Capsi sure’s aggregate liability for every kind of liability arising under or in connection with the agreement including liability in contract, tort (including negligence), misrepresentation, restriction of otherwise in connection with the non-conforming Services. Unless the Customer notifies Capsi sure that it intends to make a claim in respect of an event within the notice period given in this clause 11.3, Capsi sure shall have no liability for that event.
    4. Nothing in the agreement excludes the liability of Capsi sure:
       1. for death or personal injury caused by Capsi sure's negligence; or
       2. or fraud or fraudulent misrepresentation.
    5. Capsi sure has given commitments as to the quality of the Services. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the agreement.
    6. Subject to clause 11.4, Capsi sure shall not be liable whether in tort (including negligence), contract, misrepresentation, restitution or otherwise for any of the following howsoever arising under the agreement:
       1. loss of profits or loss of earnings.
       2. loss of sales or business.
       3. loss of agreements or contracts.
       4. loss of anticipated savings.
       5. Increase in bad debt or failure to reduce bad debt.
       6. loss of use or corruption of software, data or information.
       7. loss of or damage to goodwill; and
       8. indirect or consequential loss.
    7. Subject to clause 11.3, clause 11.4 and clause 11.6, Capsi sure's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the agreement shall be limited to the total Fees paid during the 3 months immediately preceding the date on which the claim arose. This cap on liability shall be reduced by any credits awarded in accordance with clause 11.3

12. Audit

    1. The Customer agrees that, subject to the Customer being given reasonable prior written notice, it shall permit Capsi sure and its authorised independent auditors to have reasonable access during the Customer’s normal business hours to the Customer’s relevant premises, operations, records and systems for the sole purpose of ensuring that the Customer is complying with its obligations under the agreement.
    2. In the event of Capsi sure exercising its rights under clause 12.1 Capsi sure shall at all times comply with the Customer’s reasonable safety and security rules and regulations in place from time to time.

13. SUSPENSION and termination

    1. The agreement shall, unless otherwise terminated as provided in this clause 12, commence on the date it is entered into and shall continue indefinitely unless either party gives to the other written notice to terminate in which case the agreement shall terminate with immediate effect.
    2. If the Customer breaches any of the terms of the agreement, Capsi sure shall be entitled to suspend the Services (or any part of them) with immediate effect.
    3. Without affecting any other right or remedy available to it, either party may terminate the agreement with immediate effect by giving written notice to the other party if:
       1. the other party commits a material breach of any term of the agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
       2. 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), obtaining a moratorium, 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 the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
       3. 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
       4. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the agreement is in jeopardy.
    4. On termination of the agreement for any reason:
       1. all licences granted under the agreement shall immediately terminate and the Customer shall immediately cease all use of the Services, Data, Reports and/or the Documentation.
       2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
       3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

14. Force majeure

    Capsi sure shall have no liability to the Customer under the agreement if it is prevented from or delayed in performing its obligations under the agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Capsi sure or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

15. Variation

    No variation of the agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives) provided always that the General Conditions and Third Party Conditions may be amended from time to time by Capsi sure with the applicable version being published on the Website.

16. Waiver

    Neither party's failure or delay in exercising any right or remedy under the agreement or by law will constitute a waiver of that or any other right or remedy. Additionally, it will not prevent or limit the further exercise of that or any other right or remedy. The partial or single exercise of any such right or remedy will not hinder or limit the continued exercise of that or any other right or remedy.

17. Rights and remedies

    Unless explicitly stated otherwise in the agreement, the rights and remedies provided under the agreement are supplementary to, and not exclusive of, any rights or remedies available under the law.

18. Severance

    1. If any provision or part-provision of the agreement is found to be invalid, illegal, or unenforceable, it shall be considered removed. This removal will not affect the validity and enforceability of the remaining provisions of the agreement.
    2. If a provision or part-provision is removed under clause 18.1, the parties shall negotiate in good faith to agree on a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

19. Entire agreement

    1. The agreement, which includes the General Conditions and Third Party Conditions, represents the complete and exclusive understanding between the parties. It overrides and nullifies all prior agreements, promises, assurances, warranties, representations, and understandings, whether written or oral, related to its subject matter.
    2. Each party acknowledges that in entering into the agreement, it does not rely on, and shall have no remedies regarding, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not expressly included in the agreement.
    3. Each party agrees that it shall not make any claim for innocent or negligent misrepresentation, or for negligent misstatement, based on any statement made within the agreement.
    4. Nothing in this clause shall limit or exclude any liability arising from fraud.

20. Assignment

    1. The Customer may not assign, transfer, charge, subcontract, or otherwise handle any of its rights or obligations under the agreement without obtaining prior written consent from Capsi Sure.
    2. Capsi Sure may, at any time, assign, transfer, charge, subcontract, or otherwise manage any or all of its rights and obligations under the agreement.

21. No partnership or agency

    Nothing in the agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

22. Third party rights

    The agreement does not grant any rights to any person or entity other than the parties to the agreement and, where applicable, their successors and permitted assigns, in accordance with the Contracts (Rights of Third Parties) Act 1999.

23. Notices

    1. Any notice required under the agreement must be in writing and delivered by hand, sent via pre-paid first-class post or recorded delivery to the address specified in the agreement or any other address that has been notified for such purposes, or sent by fax to the fax number provided in the agreement.
    2. A notice delivered by hand will be deemed received upon delivery (or, if delivered outside business hours, at 9:00 AM on the next business day). A notice sent by pre-paid first-class post or recorded delivery will be deemed received at the time it would ordinarily be delivered by the postal service. A notice sent by fax will be considered received at the time of transmission, as indicated by the timed printout obtained by the sender.

24. Governing law

    The agreement, as well as any dispute or claim arising out of or related to it, including non-contractual disputes or claims, shall be governed by and interpreted in accordance with the laws of England and Wales.

25. Jurisdiction

    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to resolve any dispute or claim arising out of or related to the agreement, including its subject matter or formation (whether contractual or non-contractual).

Schedule – Data Processing Terms

1. Compliance with Data Protection Legislation

   Both parties will adhere to all applicable requirements of the Data Protection Legislation. This Schedule is supplementary to and does not replace or diminish any party's obligations or rights under the Data Protection Legislation. For the purposes of this Schedule, "Applicable Law" includes the law of the European Union, any EU member state law, and Domestic UK Law, which refers to the UK Data Protection Legislation and any other applicable UK laws.

2. Application of Schedule

   This Schedule applies only when the Customer acts as the controller and Capsi sure acts as the processor.

3. Customer Responsibilities

   The Customer will ensure that it has all necessary consents and noticesin place to permit the lawful transfer of personal data to Capsi sure and/or the lawful collection of personal data by Capsi sure on its behalf for the duration and purposes of this agreement.

4. Capsi sure’s Responsibilities

   Capsi sure shall, in relation to any personal data processed under this agreement:
   1. Process personal data solely according to the documented instructions of the Customer, unless required otherwise by Applicable Law. If Capsi sure relies on Applicable Law for processing, it will promptly notify the Customer before performing such processing, unless prohibited by law.
   2. Implement appropriate technical and organizational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing and against accidental loss, destruction, or damage of personal data. These measures may include pseudonymizing and encrypting data, ensuring system and service resilience, and regularly assessing the effectiveness of these measures.
   3. Ensure all personnel who access or process personal data are obligated to maintain its confidentiality.
   4. Not transfer personal data outside the European Economic Area without the Customer's prior written consent and only if:
      1. Appropriate safeguards are provided;
      2. Data subjects have enforceable rights and effective legal remedies;
      3. Adequate protection is provided to the transferred personal data;
      4. Capsi sure adheres to reasonable instructions from the Customer regarding data processing.
   5. Assist the Customer, at the Customer’s expense, in responding to data subject requests and in complying with obligations related to security, breach notifications, impact assessments, and consultations with supervisory authorities.
   6. Notify the Customer without undue delay upon becoming aware of a personal data breach.
   7. At the Customer’s written direction, delete or return personal data and copies upon termination of the agreement, unless required by Applicable Law to retain the data.
   8. Maintain accurate records to demonstrate compliance with this Schedule and allow audits by the Customer or its designated auditor, informing the Customer immediately if an instruction is believed to infringe Data Protection Legislation.

5. Third-Party Processors

   The Customer consents to Capsi sure appointing third-party processors. Capsi sure will ensure that such third-party processors are bound by written agreements that reflect the requirements of the Data Protection Legislation. Capsi sure will remain fully liable for the acts or omissions of any third-party processor.

6. Revision of Schedule

   Capsi sure may revise this Schedule with at least 30 days’ notice by replacing it with applicable controller-to-processor standard clauses or similar terms from a certification scheme. Any revised terms will be attached to the agreement.