These Terms of Service (“Terms” or “Agreement”) constitute a legally binding agreement between:

The entity or person accepting these Terms (“Customer”, “Business”, “you” or “your”)

and Profyle Card Limited, a company registered in England and Wales with company number 12973729, whose registered office is at 16 Cole Street, London, SE1 4YH (“Profyle Card”, “Service Provider”, “we”, “us” or “our”)

(together the “Parties”)

ACCEPTANCE OF TERMS

By clicking “Sign Up”, executing an Order Form, subscribing to our Services, or using the Profyle Card platform, you agree to be bound by these Terms of Service and our Data Processing Agreement available at https://www.profylecard.com/legal/dpa.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

THIS AGREEMENT is made effective upon acceptance.

WHEREAS

(A) The Business wishes to engage the Service Provider to produce bespoke printed digital business cards and provide digital services to manage the digital profiles associated with the physical cards.

(B) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

In this Agreement the following terms and phrases shall have the following meaning unless the context requires otherwise:

2. Engagement

The Service Provider is (subject to Clause 10) engaged by the Business to provide the Services.

3. Services

The Service Provider agrees:

3.1 To undertake and provide the Services in accordance with any brief and deadline agreed with the Business and;

3.2 To manage and provide the Services in an expert and diligent manner and to provide his/her services to the best of his/her technical and creative skill and to be solely responsible for how the services are provided;

3.3 To the best of our abilities, promptly and faithfully to meet the Deliverables and deadlines agreed with the Business;

3.4 the Service Provider is free to undertake and accept other engagements

4. Our products

4.1 The images of the physical and digital products and product packaging on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images and digital mock-ups sent to you.

4.2 If we are making the product to the measurements and designs you have given us, you are responsible for ensuring that these measurements and designs are correct. You can find more information and tips on this on our website.

4.3 Artwork Proof

4.3.1 Before any bespoke products are put into production, the Service Provider will provide the Business with an Artwork Proof. Cards do not enter our production process before this Proof is reviewed and signed by the Business.

4.3.2 It is the sole responsibility of The Business to thoroughly check the Artwork Proof and the Service Provider offers no responsibility for any artwork or copy mistakes that are not identified and rectified on the Artwork Proof.

4.3.3 Where individual card personalisation has been agreed, it is the responsibility of The Business to provide the Service Provider with an Excel sheet (or similar file format) with a row for the personalisation fields for each card. Furthermore, it is the responsibility for The Business to check and verify the details for each personalisation field and the Service Provider can not be held responsible for any mistakes, typos or incorrect information that is supplied in this file and subsequently printed on the cards.

4.4 The Service Provider is unable to accept returns or refunds of custom printed cards, except when covered by Sub-clause 4.5

4.5 If The Business identifies a card believed to be faulty or defective within 30 days of receipt of the card, this may be returned to the Service Provider to verify and replace free of charge if found to be defective.

5. Your rights to make changes

If you wish to make a change to the products you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. It may not be possible to make changes to bespoke printed products if they are already in our manufacturing process.

6. Our rights to make changes

6.1 We may change our products to reflect changes in relevant laws and regulatory requirements and to implement minor technical adjustments and functional or performance improvements. These changes will not affect your use of the product.

6.2 In addition to this, we may implement features that may be subject to an additional annual subscription fee. The Business is under no obligation to subscribe to these new features if they are not required or desired.

7. Annual Subscriptions and lost cards

7.1 The Annual Subscription period is 12 calendar months unless otherwise agreed in writing prior to this agreement.

7.2 The renewal dates for the annual subscription will be clearly set out in either the order sheet (if attached to this contract) or the initial invoice.

7.3 Additional subscriptions (for new cards, or digital only profyles) can be added at any point throughout the subscription period and will be calculated on a pro-rata basis up until the following subscription renewal date.

7.4 Individual subscriptions can be cancelled at any time (for example, if a card is lost, stolen or damaged) or is no longer required. In this case, this should be communicated to the Service Provider via email (info@profylecard.com). The subscription will continue to be available for use until the subscription renewal date, but will not form part of the renewal price. If The Business purchases subscriptions via the Admin Portal, the number of subscriptions can be updated via the Subscription Management function.

7.4.1 Cards reported as lost will not be available to The Business from the Admin Portal

7.4.2 Cards reported as lost will display a message showing that they have been lost if they are scanned or tapped

7.4.3 Cancelled subscriptions may be re-activated within the same subscription period as the one they were cancelled for no additional cost. If they are re-activated outside of the subscription period they were cancelled within, a pro-rated subscription fee may be due.

7.5 The cost of the annual subscription per card will be clearly stated in the order form (if attached to this contract) or the invoice.

7.6 The Service Provider may increase the annual subscription renewal cost per card at any time and will communicate this in writing to The Business. The new annual subscription cost per card will be applicable from the next renewal date where notice is provided at least 60 days before the renewal date. If notice is not provided within 60 days of the renewal date, then the previous annual subscription cost per card will remain until the following renewal.

8. Invoices and Payment

Fees for the Services will be as follows: (1) Production of physical cards, (2) Delivery costs and (3) Provision of digital profiles and a management system (the “Admin Portal”)

8.1 Where necessary, VAT will be added at the appropriate rate and will be clearly stated on the invoice

8.2 Unless specifically agreed otherwise, invoices for digital services will be submitted annually by the Service Provider 30 days before payment is due.

8.3 Invoices for the production of physical cards and shipping will be submitted by the Service Provider once an order has been made by the Business.

8.4 The costs of delivery will be as set out in our quote

8.5 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgement.

8.6 The Business shall pay all accounts in full and not exercise any rights of set-off or counterclaim against invoices submitted by the Service Provider.

8.7 The Service Provider retains its right to terminate the services to The Business if subscription invoices are paid late with more than one (1) calendar month delay, provided however that the Service Provider has informed the Business in writing to resolve any late payment issues duly in advance, and the Business failed to remedy within seven (7) working days of the notification hereof.

9. Confidentiality

9.1 The Service Provider hereby agrees that during the course of his or her engagement under this Agreement they are likely to obtain knowledge of trade secrets and also other confidential information with regard to the business and financial affairs of the Business and those of the Business’s clients, customers and suppliers details of which are not in the public domain (‘Confidential Information’), [including in particular (specify relevant matters)] and accordingly the Service Provider hereby undertakes to and covenants with the Business that:

9.1.1 They shall not at any time during this Agreement or for a period of 5 years after the Termination Date use or procure the use of the name of the Business in connection with their own or any other name in any way calculated to suggest that they continue to be connected with the business of the Business or in any way hold themselves or herself out as having such connection;

9.1.2 They shall not use the Confidential Information other than during the continuance of this Agreement and in connection with the provision of the Services; and

9.1.3 They shall not for a period of 5 years after the date of this Agreement (save as required by law) disclose or divulge to any person other than to officers or employees of the Business whose province it is to know the same any Confidential Information and he or she shall use his or her best endeavours to prevent the publication or disclosure of any Confidential Information by any other person.

9.2 The restrictions set out in Clause 9 shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of the Service Provider.

10. Termination of Agreement

10.1 This Agreement shall commence on the Effective Date and shall automatically renew for successive terms of one year each, unless terminated earlier in accordance with this clause. If either Party wishes to terminate or not renew the Agreement upon expiration of the initial term or any subsequent term, that Party shall notify the other Party in writing at least 60 (sixty) days prior to the expiration thereof for the other Party’s written confirmation on the non-renewal or termination terms. Upon termination, the provisions of the Data Processing Agreement regarding deletion and return of personal data shall apply.

10.2 In addition, either party shall have the right to immediately terminate this Agreement at any time by summary notice without any payment in lieu in the event of:

10.2.1 The other party being in material breach of any of the terms of this Agreement, provided however that the other party failed to remedy such a breach (if capable of being remedied) within a five (5) working days cure period

10.2.2 For the Business only: the Service Provider persistently and wilfully neglecting or becoming incapable for any reason of efficiently performing the Services and/or Deliverables or failing to remedy any default in providing the Services and/or Deliverables; or

10.2.3 The other party having a bankruptcy order made against it or making any arrangement with its creditors or having an interim order made against him or her; or

10.2.4 The other party taking 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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

10.2.5 There being a change of control of the other party – for the purposes hereunder, “change of control” shall mean the occurrence of one or more of the following: (i) the acquisition by any person (or related group of persons), whether by tender or exchange offer made directly to the stockholders, open market purchases or any other transaction or series of transactions, of more than fifty percent (50%) of the capital stock entitled to elect the members of the board of directors or other analogous governing body of such entity; (ii) a merger or consolidation in which such entity is not the surviving entity, except for a transaction in which the securities of such entity immediately prior to consummation of such merger or consolidation are converted by means of such merger or consolidation into securities representing more than fifty percent (50%) of the total combined voting power of the surviving entity; or (iii) any reverse merger in which such entity is the surviving entity but in which the securities of such entity immediately prior to consummation of such reverse merger represent less than fifty percent (50%) of the total combined voting power of such entity’s capital stock outstanding immediately after consummation of such merger;

10.2.6 A party’s financial position deteriorates to such an extent that, in the other party’s reasonable opinion, that party’s capability to adequately fulfil its obligations under this Agreement have been placed in jeopardy; or

10.2.7 A party doing any action manifestly prejudicial to the interests of the other party or which in the opinion of the other party may bring them into disrepute and that party shall have no claim against the terminating party in respect of the termination of his or her appointment for any of the reasons specified pursuant to Clauses 10.2.1 to 10.2.8.

11. Consequences of Termination

11.1 The Business will no longer have access to the Service Provider’s Admin Portal.

11.2 The digital profiles connected to each card with the Business will be disabled.

11.3 Upon the expiration or termination of the engagement under this Agreement for whatsoever cause, the Service Provider shall forthwith deliver up to the Business or its authorised representative all its property, including all equipment, materials, tools, keys, swipe cards, computer hardware and/or software, books, documents, account records and any other papers which may be in his or her possession, custody or control and which are the property of the Business or which otherwise relate in any way to the business or affairs of the Business and no copies of the same or any part thereof shall be retained by him or her. He or she shall then (if required by the Business) make a declaration that the whole of the provisions of this clause has been complied with.

11.4 The Business shall immediately pay to the Service Provider all of the Service Provider’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Service Provider may submit an invoice, which shall be payable immediately on receipt;

11.5 The Business shall, within a reasonable time return all of the Service Provider’s equipment. [If the Business fails to do so, then the Service Provider may enter the Business’s premises and take possession of the Service Provider’s equipment. Until they have been returned or repossessed, the Business shall be solely responsible for their safekeeping];

11.6 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

11.7 The termination of this agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.

11.8 The handling of personal data upon termination shall be governed by the Data Processing Agreement, including provisions for data return and deletion.

12. Insurance

The Service Provider further warrants to the Business that they will:

12.1 Take out and maintain throughout the term of this Agreement, adequate professional indemnity insurance to protect themselves against any liabilities arising out of this Agreement and shall produce, at the request of the Business, a copy of the insurance policy or policies and relevant renewal receipts for inspection by the Business;

12.2 Take out and maintain throughout the term of this Agreement, adequate public liability insurance coverage to protect themselves against any liabilities arising out of this Agreement in respect of all and any Service Providers/employees they utilise to carry out the Services and shall produce, at the request of the Business, a copy of the insurance policy or policies and relevant renewal receipts for inspection by the Business.

13. Data Protection and Data Processing

13.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

13.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Business is the data controller and the Service Provider is the data processor.

13.3 Data Processing Agreement

(a) The Data Processing Agreement (“DPA”), available at https://www.profylecard.com/legal/dpa, is incorporated into these Terms by reference and governs all processing of personal data through the Services.

(b) By using the Services to process personal data, the Business accepts and agrees to be bound by the DPA.

(c) The DPA forms an integral part of this Agreement and in case of any conflict between these Terms and the DPA regarding the processing of personal data, the DPA shall prevail.

13.4 The Business represents and warrants that it has all necessary appropriate consents and notices in place to enable lawful transfer of Personal Data to the Service Provider for the duration and purposes of this Agreement.

13.5 The Service Provider’s Privacy Policy, available at https://www.profylecard.com/privacy, explains how the Service Provider collects and uses information about the Service Provider’s business operations and website visitors.

14. Intellectual property

14.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by the Business) shall be owned by the Service Provider.

14.2 The Service Provider grants to the Business, or shall procure the direct grant to the Business of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Agreement to copy the Deliverables (excluding materials provided by the Business) for the purpose of receiving and using the Services and the Deliverables in its business.

14.3 The Business shall not sub-license, assign or otherwise transfer the rights granted in Sub-clause 14.2.

14.4 The Business grants the Service Provider a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Business to the Service Provider for the term of the Agreement for the sole purpose of providing the Services to the Business.

15. Limitation of Liability

15.1 Nothing in this Agreement shall limit or exclude the Service Provider’s liability for:

15.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-service Providers (as applicable);

15.1.2 fraud or fraudulent misrepresentation;

15.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

15.1.4 defective products under the Consumer Protection Act 1987; or

15.1.5 any matter in respect of which it would be unlawful for the Service Provider to exclude or restrict liability.

15.2 Subject to clause 15.1:

15.2.1 The Service Provider shall under no circumstances whatsoever be liable to the Business, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

i. loss of profits;
ii. loss of sales or business;
iii. loss of agreements or contracts;
iv. loss of anticipated savings;
v. loss of use or corruption of software, data or information;
vi. loss of damage to goodwill; and
vii. any indirect or consequential loss, and

15.3 The Service Provider’s total liability to the Business, in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Services.

15.4 This clause 15 shall survive termination of the Agreement.

16. No Employment or Partnership

16.1 The Service Provider is an independent Service Provider and nothing in this Agreement shall render or be deemed to render the Service Provider an employee, worker or agent of the Business and the Service Provider shall not hold himself or herself out as such. This Agreement does not create any mutuality of obligation between the Service Provider and the Business and neither party seeks to create or imply any mutuality of obligation between the parties in the course of the performance of this engagement or during any notice period. The Business is not obliged to offer work to the Service Provider, nor is the Service Provider obliged to accept work where it is offered.

16.3 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Service Provider shall be fully responsible for and shall indemnify the Business for and in respect of:

16.3.1 Any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Service Provider shall further indemnify the Business against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Business in connection with or in consequence of any such liability, deduction, contribution, or assessment other than where the latter arise out of the Business’ negligence or wilful default;

16.3.2 Any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Service Provider or any substitute against the Business arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Business.

16.4 The Business may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Service Provider.

16.5 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

17. Notices/Communications

17.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.

17.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address stated in this Agreement or to such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this Clause; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.

17.3 Information relating to the provision of Services and anything which may affect these Services will be communicated to all Administrators registered to The Business within the Admin Portal via their registered email address.

17.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

18. Entire Agreement

18.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

18.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

19. Force Majeure

19.1 If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue;

19.2 For the purpose of this Agreement ‘force majeure’ shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:

19.2.1 Strikes, lockouts or other industrial action;

19.2.2 Terrorism, civil commotion, riot, invasion, war threat or preparation for war;

19.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, bad weather or other natural physical disaster;

19.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and

19.2.5 Political interference with the normal operations.

20. Assignment and Other Dealings

20.1 The Business may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.

20.2 The Service Provider shall not, without the prior written consent of the Business, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement.

21. Survival of Causes of Action

The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.

22. Severability

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.

23. Waiver

A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

24. Variation

24.1 No variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).

24.2 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

25. Law and Jurisdiction

25.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

25.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

AGREEMENT ACCEPTANCE

This Agreement is accepted and becomes effective when you:

• Click “Sign Up” or “Accept” during registration
• Execute an Order Form referencing these Terms
• Pay for or begin using our Services
• Process personal data through the Profyle Card platform

Acceptance Date: As recorded in our system logs

Customer Entity: As registered in your Profyle Card account

Authorised By: The person creating the account or the designated account administrator

For Profyle Card Limited:

These Terms of Service are pre-published and effective as of the date stated above.

Profyle Card Limited
16 Cole Street, London, SE1 4YH
Company Number: 12973729

For questions about these Terms:
Email: legal@profylecard.com
Terms available at: https://www.profylecard.com/legal/terms
DPA available at: https://www.profylecard.com/legal/dpa