These are the terms and conditions which apply to users who subscribe to use shizl (each a Subscriber) and users who purchase documents from shizl ‘on demand’ (each a Customer). In these terms and conditions, we cover the terms which apply if you use shizl as a Subscriber, or if you use shizl ‘on demand’, as a Customer. We identify clearly in these terms which sections apply to Subscribers only, and which sections apply to Customers only. In all other instances these terms apply equally to both Subscribers and Customers. If you do not wish to comply with these terms and conditions you should not proceed with your subscription or purchase. By completing the ordering process, you are confirming you have read, accept and agree to be bound by these terms and conditions.
1. THESE TERMS AND CONDITIONS
1.1 What these terms cover. These are the terms and conditions which govern how we will make shizl available to you.
1.2 Why you should read them. Please read these terms and conditions carefully before you become a user of shizl. These terms and conditions tell you who we are, how we will make shizl available to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms and conditions, please contact us.
1.3 Are you a business customer or a consumer? shizl is intended to be used by business customers only. It is not intended for use by consumer customers. These terms and conditions are drafted on the basis that you are a business customer. You are a business if you are a limited company or limited liability partnership and/or if you are using shizl for the purpose of your trade, business or profession.
1.4 Entire Agreement. These terms and conditions and the documents we refer to in them constitute the entire agreement between us. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in these terms and conditions.
2. DEFINED TERMS
2.1 In these Conditions, words which are capitalised have a specific meaning attributable to them, which is as follows:
| Agreement; | Your agreement with us to be a Subscriber to or Customer of shizl, which comprises these terms and conditions, our Privacy Policy, our Cookie Policy, our Website Terms of Use and any other documents referred to in these Conditions. |
| Conditions; | these terms and conditions as updated from time to time in accordance with clause 19.6. |
| Confidential Information; | information belonging to or relating to a party which (i) has been labelled as such or identified as Confidential Information or (ii) may reasonably be deemed to be confidential in the circumstance of its disclosure or use. |
| Confirmation Email; | the email we send you after you complete the purchase of your Subscription, which will contain a summary of your Subscription, including the Fees payable and the Initial Subscription Period applicable to you. |
| Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures; | as defined in the Data Protection Legislation. |
| Data Protection Legislation; | means: (a) To the extent that the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data. (b) To the extent that the EU GDPR applies, the law of the European Union or any member state of the European Union to which we or you are subject which relates to the protection of personal data. |
| EU GDPR; | the General Data Protection Regulations ((EU) 2016/679), as it has effect in EU law. |
| Fees; | where you purchase a Subscription to use shizl, the Fees payable for your Subscription, as notified to you during the order process, and confirmed to you in the Confirmation Email. |
| Initial Subscription Period; | where you purchase a Subscription to use shizl, the initial period of your Subscription which is three months from the date of your Confirmation Email, and will be detailed in your Confirmation Email. |
| Intellectual Property Rights; | all patents, copyright and related rights, trade marks, business names, rights in get up and goodwill, the right to use for passing off, rights in designs, database rights, rights to use and protect the confidentiality of Confidential Information (including know-how) and all other intellectual property rights, registered or unregistered, which subsist now or in the future in any part of the world. |
| Renewal Period; | where you purchase a Subscription to use shizl, the period for which your Subscription will automatically renew, which will be one month. |
| shizl; | the online platform known as shizl which facilitates the creation and storage of legal documents, available at www.shizl.com. |
| Subscription; | where applicable, your Subscription to use shizl which is granted in accordance with this Agreement. |
| UK GDPR; | has the meaning given to it in Section 3(1) (as supplemented by Section 205(4)) of the Data Protection Act 2018. |
| we, us, our; | shizl Limited, company registration number 13786365. |
| you, your; | the business customer which either (i) subscribes to use shizl, whose details are contained in the Confirmation Email; or (ii) purchases documents from shizl on an ‘on demand’ basis whose details are confirmed during the ordering process. |
3. INFORMATION ABOUT US AND HOW TO CONTACT US
3.1 Who we are. We are shizl Limited a company registered in England and Wales. Our company registration number is 13786365 and our registered office is at 23 Orchid Close, Wilmslow, SK9 4FY. Our registered VAT number is 457 0301 16.
3.1 How to contact us. You can contact us by email at help@shizl.com or in writing at 23 Orchid Close, Wilmslow, SK9 4FY.
3.3 How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
4. OUR AGREEMENT WITH YOU
4.1 How the Agreement between both of us will be formed.
4.1.1 Subscription: If you wish to purchase a subscription to use shizl, you will need to register as a shizl Subscriber. To do this, you will choose the Subscription ‘tier’ you wish to purchase, and provide us with payment details for your Subscription. We will confirm successful purchase of your Subscription by issuing the Confirmation Email to you. The Confirmation Email will contain a summary of the commercial terms and other important information specific to your Subscription. Please keep a copy of this Confirmation Email. The date we send your Confirmation Email is the date your Subscription commences, unless we tell you otherwise (for example, if you are accessing shizl for a trial period). In this case we will tell you in the Confirmation Email when your Subscription will begin.
4.1.2 On demand: If you wish to purchase documents as you need them, rather than subscribe to shizl, you can do so using our ‘on demand’ option. ‘On demand’ enables you to purchase credits from shizl, which you can use to acquire the documents you need from shizl. To do this, choose our ‘on demand’ option and complete your registration and payment details. We will confirm your purchase via email, together with details of the number of credits you have purchased.
4.2 Your Subscription. If you sign up to become a Subscriber, you can choose which type of Subscription you wish to take. There are three Subscription packages to choose from. You can decide which Subscription package is most suitable for you. The Subscription package you choose will determine the Fees payable for your Subscription.
4.3 Document Storage. When you sign up to create a shizl account, whether as a Subscriber or as an ‘on demand’ user, you will have the ability to store the documents you create through shizl in your shizl account. You can also upload and store (in PDF format only) other contracts and documents you already have in place (not created using shizl) in your shizl account, subject to certain limitations:
4.3.1 Subscription: The number of documents you can store in your shizl account will be dependent on the Subscription ‘tier’ you choose to purchase. You will be notified of the document storage capacity in each Subscription ‘tier’ prior to choosing which Subscription ‘tier’ you wish to purchase. The Subscription tier you purchase will be detailed in your Confirmation Email. If you wish, you can purchase additional storage for more documents through shizl. We will store your documents for as long as your Subscription with shizl remains active, and by this we mean you continue to pay your subscription Fees to use shizl.
4.3.2 On demand: When you create your first ‘on demand’ shizl document, you will be allocated storage for 25 documents in your shizl account. This storage can be used to save the documents you create using shizl AND to upload (in PDF format only) other contracts and documents NOT created using shizl, into your shizl account. Each time you create a document using shizl ‘on demand’ you will be able to store that document in your shizl account, in addition to the initial 25 document storage limit. You can also, if you wish, purchase additional storage for more documents through shizl. We will keep those documents stored in your shizl account for twelve months from the date you were last active on shizl. This means the date you: (1) last created a document using shizl; or (2) last uploaded a document into your shizl account. If you remain inactive on shizl for twelve months or longer, we will delete your account and any documents stored in your account will also be deleted. If you wish to keep your documents stored on shizl for a long period, it is important you remain an active shizl user, and it is your responsibility to do this. We accept no responsibility for or liability for deleting any documents stored on your shizl account due to your inactivity.
4.3.3 We make no guarantees regarding the security of your stored documents on shizl. We will take reasonable steps to keep your documents stored safely and securely but we accept no liability for the loss or corruption of any documents stored on shizl. You are responsible for all documents uploaded onto shizl.
5. YOUR COMMITMENTS TO US
5.1 Subject to you complying with the terms of the Agreement, when you become a Subscriber or Customer of shizl we will grant you a non-exclusive, non-transferable right, without the right to grant sublicences, to use shizl. This right will last for as long as you have a Subscription to use shizl or, in the case of ‘on demand’ Customers, for as long as you have active account to use on shizl.
5.2 You undertake that you will keep confidential your shizl password and log in credentials, and not share this information with any other entity or person.
5.3 You shall not access, store, distribute or transmit any viruses, or any material when using or accessing shizl that:
5.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
5.3.2 facilitates illegal activity;
5.3.3 depicts sexually explicit images;
5.3.4 promotes unlawful violence;
5.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
5.3.6 is otherwise illegal or causes damage or injury to any person or property;
and we reserve the right, without liability or prejudice to any other rights available to us, to suspend your Subscription and/or use of shizl pending further investigation if we believe your actions may be in breach of this clause. If, following any investigation, we determine you have not complied with this clause, we may end your Agreement with us under clause 11.
5.4 You shall not:
5.4.1 attempt to decompile, disassemble, reverse engineer, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of shizl in any form or media or by any means; or
5.4.2 access all or any part of shizl to build a product or service which competes with shizl; or
5.4.3 copy any of the content available on shizl, which you acknowledge is the copyright of and proprietary to shizl and/or its licensors;
5.4.4 license, sell, rent, lease, transfer, assign, distribute, disclose, or otherwise make shizl available to any third party; or
5.4.5 introduce or permit the introduction of, any virus or vulnerability into shizl.
5.5 you become a Subscriber or Customer of shizl, you automatically consent to receive emails and notifications about shizl and its benefits from us. If you do not wish to receive such emails and notifications, you can log into your account and update your preferences at any time, or you can unsubscribe from such emails. For more information, please see our Privacy Policy.
5.6 If we discover that you are operating in violation of this Agreement or in a manner which is not in the spirit of this Agreement, then we reserve the right to suspend your account pending further investigation. If, following such investigation we discover there has been a breach of the Agreement, we may end your right to use shizl in accordance with clause 11.
5.7 shizl is not intended for use by any person under the age of 18. All Subscribers and Customers must comply with applicable laws when using shizl.
5.8 shizl does not provide any legal advice and is not intended to be a substitute for formal legal advice. The information and documents on shizl are based on general legal principals and is not specific to you or your circumstances and as such does not constitute legal advice. We accept no liability to you for any reliance you place on the information, content and/or documents made available on shizl. We are not a regulated business.
6. OUR COMMITMENTS TO YOU
6.1 We shall use commercially reasonable endeavours to make shizl available 24 hours a day, seven days a week, except for:
6.1.1 planned maintenance which we shall endeavour to undertake outside of the usual business hours of 9.00am to 5pm in the UK; and
6.1.2 unscheduled maintenance which we shall try to perform outside the hours of 9am and 5pm UK time.
6.2 We shall perform our obligations under this Agreement using reasonable skill and care in a diligent and professional manner.
6.3 You acknowledge that shizl is made available on an ‘as is’ basis and has not been designed to meet your specific requirements. Accordingly, we do not warrant that your use of shizl will be uninterrupted or error-free or will meet your specific requirements.
6.4 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that shizl may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.5 Other than set out in this Agreement or as otherwise required by law, we do not give any warranties in relation to shizl. shizl is a generic solution, and it has not been designed to be specific to the needs of any Subscriber, Customer or business.
7. YOUR RIGHTS TO MAKE CHANGES
If ou wish to make a change to your Subscription and/or account details, you can do this by logging into your account on shizl. Where applicable, if you wish to upgrade or downgrade your Subscription, then you can do so by accessing your Subscription account or by contacting us at help@shizl.com.
8. OUR RIGHTS TO MAKE CHANGES
8.1 Minor changes to shizl. We may change shizl:
8.1.1 to reflect changes in relevant laws and regulatory requirements (an example of this would be the Data Protection Act 2018 and the changes which companies needed to make to their services following the implementation of such legislation); and
8.1.2 to implement technical improvements or enhancements. These changes will carried out as updates during scheduled maintenance periods and will not affect your ability to use shizl.
8.2 Additional content. We will, from time to time, add further content and documents onto shizl. We recommend you visit shizl regularly to maximise the benefits of your Subscription and/or to find further documents which meet your needs.
9. THE DURATION OF YOUR SUBSCRIPTION (ONLY APPLICABLE WHERE YOU PURCHASE A SUBSCRIPTION TO USE SHIZL)
9.1 When your Subscription begins. You will be able to use shizl and take advantage of the benefits offered through your Subscription following your receipt of the Confirmation Email. If you do not receive your Confirmation Email, please check your junk box. If it is not in your junk box, please get in touch with us at help@shizl.com so we can resolve the issue for you.
9.2 How long is your Subscription. Your Subscription will run for an initial period of three (3) months. Thereafter your Subscription will renew monthly. We will take payment for your Subscription on a monthly basis, even during the three month initial period. If you use shizl for a trial period, we will confirm to you in writing when you will start to pay your Fees.
9.3 Renewal of your Subscription. Unless you tell us you would like to end your Subscription before it is due to renew, or you cancel your Subscription through your applicable App store, your Subscription will renew monthly. If you want to change the terms of your Subscription (such as to upgrade or downgrade your Subscription) then you can do so by accessing your Subscription account before the renewal date or by contacting us at contact us at help@shizl.com. If you forget to tell us you don’t want to renew your Subscription you may cancel your Subscription within two weeks of your Subscription being renewed (starting on the date your Subscription renews) provided you have not used or accessed the Subscription areas of shizl during this two week period. You can cancel your Subscription in many ways. You can do this in your Subscription account area, by emailing us at help@shizl.com, or through your device or applicable App store.
9.4 When can you access shizl. We will make shizl available to you from the moment we send your Confirmation Email until the date your Subscription ends.
10. YOUR RIGHTS TO CANCEL YOUR SUBSCRIPTION (ONLY APPLICABLE WHERE YOU PURCHASE A SUBSCRIPTION TO USE SHIZL)
10.1 Ending your Subscription because we are at fault. If we are at fault, you may be able to end your Agreement with us, and receive a refund of some or all the Subscription Fees you have paid if:
10.1.1 we have told you about an error in the Fees payable for your Subscription and you do not wish to proceed with your Subscription;
10.1.2 we have suspended supply of shizl for technical reasons, or notify you we are going to suspend shizl for technical reasons, in each case for a period of more than 4 weeks; or
10.1.3 you have a legal right to end the Agreement because of something we have done wrong.
10.2 Subscription Cancellation. In all other circumstances, if we are not at fault and you end your Subscription before the end of the Initial Subscription Period (or any agreed Renewal Period) you will not receive a refund of any Fees paid, and you will be required to pay the Fees for any remaining period of your Subscription up to the end of the Initial Subscription Period, or Renewal Period, as applicable. The only exception to this relates to the two-week period after your Subscription renews. If you have not used your Subscription to shizl during that two-week period, we will allow you to cancel your Subscription during such two-week period.
11. OUR RIGHTS TO END THE AGREEMENT
11.1 We may end the Agreement with you if you breach the terms of it. We may end the Agreement at any time by writing to you if:
11.1.1 you do not make any payment to us when it is due and, were you have a Subscription, you still do not make payment within 5 days of us reminding you that payment is due;
11.1.2 you breach or do not comply with any term of this Agreement, and if you can rectify such breach or non-compliance, you fail to do so within 10 days of us asking you to do so;
11.1.3 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to make shizl available, for example, you do provide us with your payment information.
12. FEES AND PAYMENT
12.1 Fee payable:
12.1.1 Subscription – where to find the Fees payable for your Subscription.The Fees payable in respect of Subscription can be found in your Confirmation Email. The Fees payable for your Subscription during the Initial Subscription Period will be as detailed during your application process and then subsequently confirmed in the Confirmation Email. All Fees are payable in advance. If you agree with us to upgrade or downgrade your Subscription, we will confirm to you in writing by email the Fees payable following such change.
12.1.2 ‘On demand’: To use our ‘on demand’ service, you will purchase credits on our website which you can then use to acquire documents from shizl. The charges payable for credits are as detailed on our website. Our documents each have a credit value, and you can redeem your credits to purchase your chosen document(s). The number of credits a document costs can be found on the relevant document. If you do not redeem all the credits you purchase, these credits will remain active on your account for a period of one year after purchase.
12.2 We will pass on changes in the rate of VAT. If the rate of VAT changes, we will adjust the rate of VAT that you pay, unless you have already paid the Fees in full before the change in the rate of VAT takes effect.
12.3 Invoicing. You will be required to pay any fees in advance using the payment methods available on shizl. Where you have purchased a subscription, your Subscription will renew automatically and we shall take payment using the same method of payment as you originally gave to us. If you wish to pay using another payment method, you can do so by logging into your Subscription account prior to renewal.
12.4 Value of Credits. shizl credits have a ‘nil’ value and may only be used to acquire documents through shizl. Credits are non-refundable. If you are a Customer who uses shizl ‘on demand’, and you do not use shizl regularly (for example, you fail to use shizl for 12 months) we may close your account and any credits on such account will be lost. This does not apply to users who are Subscribers to shizl, where credits will continue to accrue for as long as a Subscriber pays the Fee for their Subscription.
12.5 Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
12.6 What to do if you think an invoice is wrong. If you think a payment is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
13. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS
13.1 Nothing in these terms shall limit or exclude our liability for:
13.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
13.1.2 fraud or fraudulent misrepresentation;
13.1.3 any matter in respect of which it would be unlawful for us to exclude or restrict liability.
13.2 Subject to clause 13.1:
13.2.1 we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
13.2.2 our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the fees paid by you to us during the twelve (12) months preceding the event which gave rise to the claim or £1,000, whichever is lower.
13.3 If you believe you have a claim against us, you must notify us of your claim and in writing and commence proceedings within 12 months of the event giving rise to the claim occurring. If you fail to do this, we will not be liable for your claim.
14. OUR LIABILITY IN GENERAL
14.1 shizl and the content and documents on it are made available for the purposes of facilitating creation of legal documents in a cost effective, stress free manner, and to enable you to store those documents. We update the content on shizl from time to time, but we do not make any guarantees that shizl and the content on it will always be accurate, up to date or correct. The information on this website does not constitute legal advice and is not intended to be a replacement for specialist expert legal advice and services.
14.2 On shizl we make available a variety of legal and other documents which are generally used in business, and we do this in a very cost effective manner. We may ask you questions to help you choose the document you wish to purchase on shizl, but this does not amount to us advising or providing you with guidance as to which shizl document you should use. It is your responsibility to determine which legal document is most appropriate for and suited to your needs and purposes. We accept no responsibility or liability for a failure by you to choose the correct document for your needs and requirements. If you are unsure you should seek legal advice from a qualified professional.
14.3 The documents we supply on shizl are drafted based on recognised legal principles and are intended for general use. The content documents and information on shizl are not specific to you or your specific needs. If you require bespoke legal documents tailored to your specific needs, you should obtain professional legal advice. The documents on shizl are not tailored to your specific circumstances or needs. You choose to rely on the information and documents on shizl entirely at your own risk. We accept no liability for any reliance you place on such information and/or documents. The documents, information and content on our website are not intended to replace professional legal advice. You use our website and the documents made available through our website entirely at your own risk. We do not provide legal advice and we are not a regulated business.
14.4 This website is only intended for business use. It is not intended for use by consumer customers.
14.5 The content, information and documents on shizl is only made available to business customers who either have an active Subscription to use shizl, or use shizl on an ‘on demand’ basis. The content, information and/or documents on shizl should not be copied, sold or distributed to any other person or company other than the intended recipient of the document created through shizl (for example, if you create an employment contract using shizl, this document can be shared with such employee, or if you create a privacy policy using shizl, you can make the privacy policy available to view on your website).
14.6 shizl can be accessed globally. However, the content and documents on shizl are based on the principles of English and Welsh law.
14.7 You understand that in order to make shizl available to you, we use third parties to deliver elements of the products and services we make available. To the extent permitted by law we will not be liable to you for the actions, errors or omissions or any third party involved in the delivery of shizl.
14.8 Where shizl contains any hyperlinks to third party websites, we accept no responsibility and have no control over the content of such third-party websites.
15. PROPRIETARY RIGHTS
15.1 You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in shizl, and all content, documents and information contained on it. This Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of shizl.
15.2 We confirm that we have all necessary rights, permissions and authorisations required in order to grant Subscribers and Customers the right to access and use shizl in accordance with the terms of this Agreement.
15.3 We acknowledge and agree that you retain all Intellectual Property Rights in any data you submit into shizl.
15.4 You agree that if you make any suggestions or feedback in respect of shizl which we believe will be beneficial to and/or improve the operation of shizl, we may incorporate such suggestion and/or feedback into shizl and you grant us a perpetual, royalty-free licence to use such suggestion or feedback in shizl. You confirm that you shall claim no rights over or claim any compensation in respect of our use of your suggestion/feedback.
16. CONFIDENTIALITY
16.1 We do not share your Confidential Information with any of our personnel or professional advisors except where this is necessary for the proper performance of our obligations under this Agreement. We take steps to minimise the disclosure of your Confidential Information to our personnel and/or professional advisors but where this needs to be done, we shall ensure that such personnel are bound by obligations of confidentiality.
16.2 We may disclose your Confidential Information if we are required to do so by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent we are legally permitted to do so, we will tell you about disclosure as soon as possible.
17. HOW WE MAY USE YOUR PERSONAL INFORMATION
17.1 How we will use your personal information. When you use shizl, any personal data which you provide to us will be held by us as Controller of such personal data. We will only use your personal data as set out in our privacy policy.
17.2 Personal Data inputted into shizl to create documents. We expect that any processing of personal data through shizl to create legal documents is likely to be occasional and insignificant. However, we recognise that on occasions, you may, when creating legal documents through shizl, input personal data about third party individuals into such documents (for example, if you are creating an employment contract, you will need to input the name and address of the employee into the employment contract). Where you do this, we are required by law to protect and safeguard such personal data in accordance with Data Protection Legislation. If we process any personal data on your behalf when carrying out our obligations under the Agreement, you are the controller and we are the processor of that personal data for the purposes of the Data Protection Legislation. The following terms apply where we process personal data on your behalf as your data processor.
17.3 Subject always to clause 17.5.2, personal data may be transferred or stored outside the European Economic Area (EEA) or the country where You are located in order to make documents available to you through shizl, but we will endeavour to avoid any international transfers to the extent this is commercially possible.
17.4 You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of this Agreement.
17.5 We shall, in relation to any personal data processed by us when we perform our obligations under the Agreement:
17.5.1 process that personal data in accordance with your instructions unless the law requires otherwise. If this is the case, we shall tell unless such laws prohibit us from doing so;
17.5.2 not transfer any personal data outside of the EEA and the United Kingdom unless the following conditions are fulfilled:
17.5.3 assist you, at your cost, in responding to any request from a data subject to enable you to comply with your Data Protection Legislation obligations with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
17.5.4 promptly notify you on becoming aware of a personal data breach affecting your personal data;
17.5.5 at your written request, delete or return your personal data on termination of the Agreement unless the law requires otherwise; and
17.5.6 maintain records and information to demonstrate our compliance with this clause.
17.6 We shall maintain appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of it, or damage to, personal data appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage, having regard to the state of technological development and the cost of implementing any such measures. Notwithstanding the foregoing, we do not accept and our systems are not designed to protect Special Category Personal Data or information regarding criminal records. You must not input any Special Category Personal Data into shizl, and we accept no responsibility for any information you input into shizl which is Special Category Personal Data or criminal records information. Special Category Personal Data is defined in Data Protection Legislation but includes information about an individual’s medical conditions, religious beliefs, sexual orientation, etc.
17.7 You consent to us appointing third-party processors of personal data under the Agreement. A list of such third-party processors is available on request. We confirm that we have entered or (as the case may be) will enter a written contract with third party processors incorporating terms which are substantially similar to those set out in this clause. We remain liable for all acts or omissions of any third-party processor appointed by us pursuant to this clause.
18. EVENTS OUTSIDE OUR CONTRACT
We are not responsible for delays outside our control. If shizl is not available due to an event outside our control then we will take steps to resume availability of shizl as soon as possible, and we will endeavour to notify you through the website that shizl is unavailable. We will not be liable for delays caused by the event and/or non-availability of shizl.
19. OTHER IMPORTANT TERMS
19.1 We may transfer this Agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.
19.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
19.3 Nobody else has any rights under this Agreement. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms.
19.4 If a court finds part of this Agreement is illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
19.5 Even if we delay in enforcing this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you, but we continue to provide your Subscription, we can still require you to make the payment at a later date.
19.6 Changes to this Agreement. We may make changes to these Conditions and/or (where applicable) the terms of your Subscription from time to time. Such changes will take effect to your Agreement if and when you renew your Subscription following the end of your Initial Subscription Period or when you next purchase credits and/or documents from shizl (where you use shizl ‘on demand’).
19.7 Which laws apply to this Agreement. Any dispute or claim arising out of or in connection with a contract between us 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 and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
