The website (www.kiistone.co.uk www.kiistone.pro) and the KiiStone App (together 'the Tools) are operated by Kiistone Limited (‘KiiStone’); registered office 318 Chorley New Road, Horwich, Bolton, England, BL6 5PS; Company registration number 11424554. 

 

You can email KiiStone at support@kiistone.co.uk . 

 

In order to benefit from the use of the Tools, engage with Businesses and any access any KiiStone Services You must agree to these terms and conditions. You will enter into a contract with Us to use the Tools and use the KiiStone Services (as defined below) under which we will both have the respective rights and obligations set out below.  Where You engage with Businesses to mutually benefit from the KiiStone Services the terms and conditions for the services/works between You and the other Business will be between You both and are not completed under these terms and conditions.  We are not involved in those services/works.  If You use the payment services accessed via the Tools some terms and conditions set out below will be incorporated into Your agreement with them.

 

These terms and conditions apply to use of the Tools and KiiStone Services by Businesses.  They do not apply to Our consumer services.

 

The Tools will also allow You to use the payment services provided by Mangopay SA.  We do not provide these payment services and do not undertake any activity in relation to those services other than to transmit Your instructions (including those specified in Your agreement with any other Business).  Where You choose to use the payment services You will enter into an agreement with Mangopay SA and will pay a fee to Us for this.  You should read the Escrow Facility section for full details of this service.  You acknowledge that We do not provide a payment account or any form of financial services.

 

Definitions

 

In these terms and conditions, We use the following defined terms, which means that the term when used with a capital letter will have the meaning set out here:

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• 'the Company' 'We' 'Us' 'Our ' 'Ourselves' and KiiStone refer to Kiistone Limited,

• ‘You', 'Your' means the Business (who is using the Tools as part of a business or trade of theirs) given access to the Tools in the section on Access; in the sections on Business Engagement, it means any person engaging with another Business; and in the Escrow Facility section it means any person using the escrow facility to facilitate a payment.

• ‘Business’ means a company, partnership or individual who is trading or otherwise acting for the purposes of a business.

• ‘Escrow Facility’ means the escrow facility provided by the Escrow Provider under agreements between themselves and another Business, applying the agreement between them, as described in these terms and conditions.

• ‘Escrow Provider’ means Mangopay SA.

• ‘Engagements’ means engagements between Businesses for the provision of services, goods or otherwise.

• ‘Tools’ means the interactive features provided in the tools and described as Kiistone.

• ‘KiiStone Services’ means the services provided by KiiStone as described in these terms and conditions, including the Tools and the services available via the Tools.

 

These terms and conditions apply to the use of the Tools, as well as the KiiStone Services and purchases made via the Tools. The Tools do link into third party websites and any information, purchases or agreements You enter on those third-party sites will be the responsibility of those third parties.  Additional terms and conditions may apply to any purchases which are made, or services provided.

 

If You use the Escrow Facility (as described below) you will enter into agreements with the Escrow Provider and Your dealing for that service will be with them.  The details You provide to the Escrow Provider will pass directly to their website.  When You use the Escrow Facility You will pay a fee to Us for this.  We will then pay the fees of the Escrow Provider.  The fee You pay to Us will go to the Escrow Provider as part of Your payment to them and they will transfer it to Us.  You authorise them to transfer payments due to Us directly to Us.  You authorise Us to pass on Your transfer requests for Your payment account in accordance with the terms You have specified will apply between You and another Business.

 

It is important that You read the sections of the terms and conditions that apply to You. If You are not making any purchases or using any of the KiiStone Services, You only need to read the Terms of Use for Access section. If You are making purchases via the Tools, using the KiiStone Services or the Escrow Facility You should read the applicable terms and conditions as well.

 

If You are based outside the UK, You will ensure that You are able to use the Tools and KiiStone Services and for Us to process Your data in accordance with UK law. If We cannot You should not use the Tools or KiiStone Services.

 

About KiiStone and the Tools

 

The Tools provide a platform under which You are able to engage with other Businesses for You to transact with them, manage the provision of any services/goods and to engage with the Escrow Provider.  By using the Tools, You can enter agreements with other Businesses, plan and manage Engagements and arrange payments.  The Tools allow You to do this, but separate agreements will be entered between You and the Business for any Engagements and for any payment services.  KiiStone are not parties to these agreements.

 

The Tools also allow You to access the Escrow Facility.  This facility is described below and is a financial services arrangement between You and the Escrow Provider.  The Escrow Facility is not something provided by KiiStone and KiiStone is not responsible for it in any way.

 

IMPORTANT INFORMATION – WAIVER

 

The Tools are intended to provide a platform for You to enter agreements with other Businesses and with the Escrow Provider (and to manage these arrangements).  KiiStone do not provide any of the services agreed to with the other Business or the Escrow Provider and are not responsible for the work/goods or liability in respect of any Business or the funds held in the Escrow Facility.  It is Your responsibility to ensure that You are satisfied with any Business You engage with and the terms of any agreement You enter for an Engagement and the basis of any Escrow Facility.  

 

 

Section 1 - Terms of Use for Access

 

You agree to the following terms and conditions for the use of the Tools.

 

Changes to the terms

All of the terms and conditions set out for the Tools are subject to change at any time without notice. We will make reasonable efforts to notify You of any significant changes via email, however it is up to You to regularly check the terms and conditions to make sure that You are still able to comply with them. The changes may be in any section of the terms and conditions and will apply from the date We made the change for future transactions and use of the Tools.

 

Acceptance

By registering to use the Tools You will agree that You are bound by the current terms and conditions and You should check these each time You use the Tools. If You do not accept the terms and conditions or any changes to the terms and conditions You should not continue to use the Tools.

 

Authorisation

The Tools are provided for users authorised by KiiStone who have agreed to the terms and conditions.  They are provided to access the services and benefits We provide and give access to, including any benefit offers and other information We will share using the Tools. By accessing the Tools You confirm and agree that You are entitled to do. You must ensure that any individuals You permit to use the Tools or KiiStone Services are aware of and comply with all terms and conditions.   

 

You agree to comply with all of the Terms of Use and shall only access the Tools where You remain authorised to do so.

 

Content

Whilst We believe the Businesses using the Tools, the Escrow Facility, the content of the information and offers accessed by the Tools to be bona fide and accurate, We provide no warranties for this and do not accept responsibility for any third party (which includes Businesses and the Escrow Provider) or the accuracy or otherwise of any information. Please note in particular that third party information is not confirmed with Us and may be inaccurate, incomplete or out of date. We are not liable in any way for any third-party content.  As set out in the Waiver You must ensure that any requirements You have are met.

 

The Businesses, the Escrow Facility and information provided via the Tools is not warranted by KiiStone and We do not provide any form of advice on the capability of any Business or the accuracy of information they may provide. 

 

You agree that where the Tools allow You to make comments or publish any information You are responsible for it and liable in the event You make any defamatory or inappropriate comments. 

 

Access

Uninterrupted and error free access to the Tools is not guaranteed. Nor are the Tools guaranteed as virus or bug free and availability may be suspended from time to time for maintenance. It is Your responsibility to ensure that You have the appropriate hardware, software or protection (including virus protection) to enable You to use the Tools and download information from it safely and securely.

 

The Tools provide access to links to other websites. These links are provided for Your convenience and/or to access services. We are not responsible for any other sites and You should confirm the basis on which You use those sites (including their content and practices) before using them. You are strongly advised to check any terms and conditions that may be imposed or apply on other sites or for goods/services purchased from them.

 

The Tools may contain advertising and access to services from providers of the benefits. Those providers are responsible for their material included on the Tools and for their respective products and services.

 

Access to some of the services and offers will change and are subject to additional terms and conditions. We are not responsible for the availability of any offer or service other than on the terms a service is provided by Us.
 

Development of the Tools and Benefits

Offers and information accessed by the Tools may change from time to time and We are not bound to provide any notice of changes or planned changes. We have no liability to You in the event an offer is withdrawn.

 

You agree that We may provide annonymised information about You and Your activities on the Tools to other service providers so that they can consider how they wish to provide or change services that link to the Tools.

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Intellectual Property Rights

All intellectual property rights in the Tools, such as images, graphics, text, logos, databases, trademarks and names and the technology in the Tools are reserved to Us or to the relevant owner. No rights are conferred on You or any other person by virtue of these terms and conditions.

 

You may print a copy of the contents of the pages of the Tools for You internal business use only, provided that You keep intact all or any copyright and proprietary notices. Otherwise You may not modify, publish, reproduce, store, utilize or commercially exploit any part of the Tools. In particular You are not authorised to use any logo or trademark of any partner of Ours whose services or goods are available via the Tools.

 

Ownership of Materials

Unless otherwise stated Kiistone Limited is the owner or licensee of the copyright and any other rights in the Tools, its pages, the screens displaying the pages and all information and material contained herein.

 

You may not reproduce, republish, transmit or distribute the Tools in whole or in part without the prior consent of Kiistone Limited.

 

Password Usage

You will be allocated a login and password to use the Tools. You agree to access the Tools only using Your own login and password. You agree to keep these confidential to prevent unauthorised access to the Tools and Your own account. You will inform Us immediately if You know or suspect that Your login or password is no longer secure. Failure to comply may result in access being revoked, suspended or a new password being issued.

 

You are responsible for the Use of Your login and password. If Your misuse or negligent use of Your login and/or password causes Us (or any other person) any loss You agree to reimburse those losses.

 

We have the right to disable any such code or password, whether chosen by You or allocated by Us, at any time, if in Our opinion You have failed to comply with any of the provisions of these terms and conditions.

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General – these terms apply to all sections of the Terms and Conditions

 

You acknowledge and agree to the Waiver set out above.  

 

If any of these terms and conditions are found to be unlawful or unenforceable, they shall be deleted to the extent required to remove such illegality or unenforceable element and the remaining terms and conditions unaffected.

 

Any failure to exercise or delay in exercising a right or remedy by Us shall not prevent Us from taking further action on any subsequent occasion.

 

We make no promise that any Business, information or materials accessed by the Tools are appropriate or available for use outside the United Kingdom and accessing the Tools from territories where its contents are illegal or unlawful is prohibited. If You choose to use the Tools from locations outside the United Kingdom, You do so on Your own initiative and are responsible for compliance with local laws.

 

You agree to use the Tools on the basis they were designed for. In particular (without being limited) You agree not to attempt to disassemble, decompile, reverse-engineer, create derivative works or attempt to fraudulently access any part of or service available on or via the Tools.

 

You agree not to use the Tools in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms and conditions, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Tools, any service or any operating system.

 

You agree not to make any purchases from the Tools other than for Your own business use and in particular that You shall not use the Tools as part of any resale activity or to provide the services Yourself as services undertaken by You.  

 

We shall not be responsible for any breach of any term caused by circumstances beyond Our reasonable control.

 

Use of Your personal information (of any staff) is set out in our Privacy Policy. As part of these terms of use You agree to the terms and conditions in Our Privacy Policy.

 

We advise You never to enter Your password for the Tools, bank card, bank account or Escrow Facility details into an email. We will never solicit such information from customers by email and Businesses are advised not to do so.

 

We cannot be held responsible in the unlikely event of Phishing by any third party.

Phishing refers to an email that attempts to fraudulently acquire personal information from You, such as Your password and/or credit card information. On the surface, the email may appear to be from a legitimate company or individual, but it's not.

 

If You are concerned that Your KiiStone app password has been compromised then please contact the support team at support@kiistone.co.uk or for any concerns over your bank details, please contact Your bank or card provider immediately.

 

Nothing in these terms of use shall operate to confer any right or benefit on any third party.

 

If We are in breach of these terms of use, We will only be responsible for any actual losses that You suffer as a result to the extent that they are a foreseeable consequence to both of us at the time You use the Tools and are not excluded under the terms of use. Our liability shall not in any event include business losses such as lost data, lost profits or business interruption and consequential loss.  We are not liable for any loss arising from any action or failure by a Business or the Escrow Provider.

 

We do not exclude any liability for death, personal injury or fraud. Any other losses are excluded to the fullest extent permitted by law.

 

These terms and conditions shall be governed by and construed in accordance with laws of England and Wales.

 

User responsibility

The terms of use of the Tools confirm that You are responsible for the misuse of any login or password details. If You allow any other person to use Your login or password, You shall be fully liable to meet any costs or losses We may incur as a result. 

 

Liability

If We are in breach of these terms and conditions, We will only be responsible for any actual losses that You suffer as a result to the extent that they are a foreseeable consequence to both of us and are not excluded. Our liability shall not in any event include losses such as lost data, lost profits or business interruption and consequential loss or any losses due to a Business or the Escrow Provider.

 

We do not exclude any liability for death, personal injury or fraud. Any other losses are excluded to the fullest extent permitted by law.
 

Personal Information

Any information You provide to Us using the KiiStone Services is held by Us under Our Privacy Policy. In order to process and fulfil Your order We may provide information to third parties.

 

General

The agreement under which We arrange for the supply KiiStone Services is personal to You and confers no rights on any other party. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999.  The provisions of these terms and conditions which apply terms into Your agreements with another Business or the Escrow Provider may be enforced by the Business or Escrow Provider as part of Your agreement with them.

 

Complaints

If You have a complaint regarding the site or services provided on the site, please send Us a ‘Support Request’ and our support team will review Your complaint and respond to You within 3 business days.

 

Confidential Information

Except with the prior written consent of the party making any disclosure, each party shall keep and procure to be kept secret any and all confidential information belonging to the other party disclosed or obtained as a result of the relationship of the parties or under any agreement and shall not use nor disclose the same save to its employees, officers, representatives or advisers who need to know such information for the purposes of the proper performance of an agreement or with the prior written consent of the other party. For the avoidance of doubt, no party shall use the other’s confidential information for any other purpose than to perform its obligations under these terms and conditions or an Engagement. 

The obligations of confidentiality in this clause shall not extend to any information which:

1. is in, or has become part of, the public domain and/or is disclosed to the receiving party by a third party other than as a result of a breach of the obligations of confidentiality under an Agreement; or

2. was in the lawful possession of the receiving party prior to disclosure under an Agreement or which is independently developed by the receiving party, without dependence on, or reference to, such confidential information; or

3. is required to be disclosed by law or final mandatory order of a court or other competent authority, or to any regulatory authority to which that party is subject, provided always that, the party whose confidential information is to be disclosed is promptly notified of such a requirement and afforded a reasonable opportunity to seek relief therefrom, where available.

We may advertise or publicly announce that You are a client of KiiStone for the relevant KiiStone Services with Your written consent, which consent shall not be unreasonably refused.

Both parties agree to treat as confidential information the details of this agreement and any and all dealings between the parties under the agreement.  For the avoidance of doubt both parties agree that they shall not make detrimental comments about the other save in that nothing shall prevent either party from providing information on or comments in respect of their own actions, dealings and processes.

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Warranties

Each of the Company and the Business warrants to the other that it has full power and authority to enter into and perform its obligations under this agreement.  

KiiStone warrants to the Business that it shall provide the KiiStone Services in a timely and professional manner with all due skill and care and in accordance with good industry practice.

You acknowledge that We do not manufacture or develop any of the third-party software which may from time to time be included within or necessary for the use of the KiiStone Services.  You further acknowledge that We gives no warranty, and expressly exclude all warranties, in respect of third party software.

We shall have no liability for any breach of contract and/or defects, faults or other shortcomings in the KiiStone Services to the extent that any are caused by:

1. any delay, act, omission and/or default of the Business and/or any person under its control, including any failure of the Business to comply with its obligations pursuant to this agreement;

2. the use of any software, hardware, services and/or system(s) which are not approved by KiiStone as being compatible with the KiiStone Services;

3. any unauthorised and/or improper use, storage and/or operation of any KiiStone Services. 

We give no warranty that the use of the KiiStone Services will be uninterrupted or free of virus or bugs, but will use its reasonable endeavours to ensure that this is the case, as far as practicable. 

Except as expressly set forth in this agreement, all warranties, terms and conditions, whether oral or written, express or implied by statute, common law, or otherwise, including, but not limited to, any warranties, terms and conditions of fitness for purpose, description or quality, are hereby excluded to the maximum extent permitted by law.

You shall indemnify Us for any costs, losses or liability arising howsoever in relation to a claim made by another Business to Us or the Escrow Provider for the recovery of any sums paid by the other Business to You or relating to any Engagement.

You shall comply with all the requirements of the KiiStone Trader Rules.

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Termination

The agreement to subscribe for the KiiStone Services shall commence on the date the subscription begins and we provide You will an account and password and, unless otherwise terminated in accordance with the agreement, shall continue until either KiiStone provides one months’ notice of termination or You request termination.  Where You request termination the termination will take effect at the later of end of the then current membership year or the date all monies relating to You are paid out of the Escrow Facility.

Without affecting any other right or remedy available to them, this agreement may be terminated by either party on written notice to the other party if:

1. the other party commits a material breach of its obligations under this agreement which is either incapable of remedy or is capable of remedy and the other party fails to remedy such material breach within thirty (30) days of receipt of a written notice specifying details of the breach and requesting that breach be remedied;

2. the other party fails to pay any undisputed sum due and payable to the terminating party within twenty-eight (28) days of its due date for payment in accordance with this agreement; or

3. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to discharge its obligations or give effect to the terms of this agreement; or

4. In the case of You:

(i) the directors make an application for a moratorium under Schedule A1 of the Insolvency Act 1986 (“Act”), convene a meeting of creditors for the purpose of considering a voluntary arrangement under Part I of the Act, approve a scheme of arrangement or enter into negotiations with any creditor with a view to compromising its debts;

(ii) any step is taken by You, Your directors or any creditor for the appointment of an administrator;

(iii) a receiver, receiver or manager, administrative receiver or an LPA Receiver, is appointed to or over any or all of the assets of Yours;

(iv) a resolution to wind-up is passed or a petition is presented for the winding up of Your business or a winding up order is made unless for the purpose of a solvent amalgamation or reconstruction;

(v) if it is struck off from the Register of Companies, or otherwise ceases to trade or exist;

(vi) if it is deemed to be unable to pay its debts within the meaning of section 123 of the Act save that all references to the ‘court’ in that section shall be replaced with KiiStone;

(vii) it is in breach of the requirements of any safeguarding policy and/or is subject to any adverse finding by any regulator of the childcare sector.

1. any analogous or equivalent event to these specified in paragraph (d) above occurs; 

2. or in the case of a Business which is incorporated or has a centre of main interests outside England and Wales any event or circumstances occurs which under the laws of that jurisdiction has an analogous or equivalent effect to any of the events in paragraph (d) above occurs.

For the purposes of paragraph (a) in this section “material breach” means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of an agreement over its term. In deciding whether any breach is material, no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding. 

On the expiry or termination of this Agreement (for whatever reason) You shall immediately cease all use of the confidential information and any intellectual property rights of KiiStone under the terminated contract.

The expiry or termination of an agreement shall not affect the continuation of any other agreements and shall be without prejudice to any rights of either party in respect of any agreements entered into before such expiry or termination.

The termination or expiry of an agreement shall not affect the rights and remedies of the parties which are applicable at the date of termination or expiry.

The provisions intended by their nature to continue or to come into effect after termination or expiry, shall survive the termination or expiry of an agreement and shall continue in full force and effect.

 

Section 2 – KiiStone Services

 

The KiiStone Services are the services which can be accessed via the Tools that We provide.  They do not include the provision of any Engagements or the Escrow Facility.  They are the services set out below in this section.  In order to access these services, You must subscribe on the basis set out in the Tools.  There is currently no fee for the use of the Tools but You will need to pay any fees agreed with a Business for their provision of an Engagement and to Us if You use the Escrow Facility.  We will pay the fee charged by the Escrow Provider for any use of the Escrow Facility by You and any other Business. In order to cover these fees, Kiistone will charge you a fee when you transfer monies into Escrow.  You can view these charges at https:www.kiistone.co.uk/escrowfees

 

When You register on the Tools you will need to subscribe for KiiStone Services.  We will record the KiiStone Services You select 

 

The KiiStone Services are:

 

View Quotes 

Accept/Reject Quote 

Accept/Reject Invoice 

Diary Manager 

Manage Projects 

View Invoices 

Messaging 

Raise Flags 

Add New Task 

Close Off Task 

Print Report

 

You agree that KiiStone Services are for Your own internal business use and You will not allow any other person to use Your KiiStone Services.

 

Uploading content to our site

As part of the KiiStone Services you may upload content to Our site using the Tools.  The data will be considered non-confidential and non-proprietary. You retain all of Your ownership rights in Your content, but You are required to grant Us and other users of Our site (who provide the KiiStone Services or have an agreement with You for an Engagement) a limited licence to use, store and copy that content and to distribute and make it available to third parties. 

 

We have the right to remove any posting You make on our site if, in Our opinion, Your post does not comply with Our standards.

 

Where You share information via the Tools with another Business You agree not to remove that information (and for Us to retain the information) for the purposes of the Engagement.  You agree that the information may be used for the purposes of dispute resolution.

 

Rights you are giving us to use material you upload

When You upload or post content to our site, you grant us a perpetual, worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that content in connection with the provision of the KiiStone Services. 
 

Customer Service

At point of registration, You will provide an email address which will be used by Us to contact You. You have the option to edit this in ‘My Account’. If there has been an email failure You will be notified. If You have any problems then contact Our Customer Support Team by sending a support request email to support@kiistone.co.uk. Office hours are Monday – Friday 9am – 5pm. If a support ticket is sent outside of office hours, it will be processed the next working day.

 

Your Responsibilities

To enable Us to perform Our obligations under these terms, You shall co-operate fully with Us at all times.

You shall ensure that any KiiStone Service provided is used in accordance with these terms and that any data captured using the KiiStone Service, processed using the KiiStone Service or passed to Us is managed in accordance with the Data Protection Legislation.

You acknowledge and agree that KiiStone and/or Our licensors own all intellectual property rights in the KiiStone Services (including the software). Except as expressly stated herein, any agreement does not grant You any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the KiiStone Services or any related documentation. 

 

You are responsible for the provision of any Your services to any User and shall indemnify Us in full in relation to any and all claims, fees, charges damages or costs which We may incur (howsoever arising) as a result of the provision or failure to provide services to a User that You should provide.

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Section 3 – Payment Provisions

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In consideration of the supply of the KiiStone Services, You shall pay to KiiStone all Charges due in accordance with these terms.  The Charges which are due are the fees for each 12 months membership and for any additional services You have requested.

Unless otherwise stated or as required when agreeing to start the use of any KiiStone Services, the Charges and all other fees and charges arising pursuant to this Agreement are exclusive of Value Added Tax and all other applicable sales taxes, levies and duties.  These are payable by the Business in addition to the Charges.

Charges shall be payable from the commencement of the KiiStone Services and shall be due in full annually in advance at the rate applicable on the payment date.  We shall allow the payment of the Charges to be made on a monthly basis but the full annual amount remains due from the commencement of each year.  We shall provide invoices for the Charges and will only provide the login details for the Tools after the first payment has been made.  In the event the KiiStone Service is altered in any month (to add further services) a revised charge shall immediately be due.  If the Business fails to make payment of any Charges or other payments by the due date (unless disputed), KiiStone shall be entitled to suspend supply of all and any KiiStone Services until it has received payment in full.

KiiStone reserves the right by giving notice to You at any time to increase the Charges to reflect any increase in cost to KiiStone of the provision of the KiiStone Services due to a factor beyond the control of KiiStone including due to price increases of suppliers.

KiiStone may increase the Charges no more than once in any twelve (12) month period for this Agreement and KiiStone shall give the Business not less than one months’ notice of any such increase. 

All amounts due under this Agreement shall be paid in full without any set-off, counterclaim deduction or withholding (other than any deduction or withholding of tax as required by law). 

 

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Section 4 – Data Processing Terms

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You and Us shall each take reasonable precautions (having regard to the nature of their respective obligations under any Agreement) to preserve the integrity of the data We hold and/or the KiiStone Service and to prevent any corruption or loss thereof.  We shall both comply with all obligations under the Data Protection Act 2018.

Unless otherwise agreed, You shall be responsible for undertaking back-up of Your data and shall ensure that such back-up copies are recorded on media from which the data can be re-loaded in the event of any corruption or loss thereof and kept safe.

In relation to the parties rights and obligations under this agreement, the parties agree that the Business is data controller and KiiStone is Data Processor for any personal data provided to it as part of the KiiStone Service by the Business (or any customer of the Business as a customer) (‘Business Data’).

In respect of Business Data, including any personal data, You shall ensure that You obtain all consents or other authority needed for KiiStone to process the data and both parties shall comply with the Data Protection Legislation.

Where KiiStone processes data for the Business it shall

(a) do so on the basis of the Business’s instructions and as intended in the working of the Tools and KiiStone Services, which are set out in this agreement;

(b) ensure that appropriate technical and organisational measures are in place to ensure an appropriate level of security is in place for the processing and data being processed;

(c) ensure that any requests to exercise a data subjects rights under the Data Processing Legislation are passed to the Business without undue delay; 

(d) notify the Business promptly if it becomes aware that any instructions of the Business relating to the processing of personal data are unlawful;

(e) ensure that any persons (including sub-processors) used by it to process personal data are subject to legally binding obligations of confidentiality in relation to the personal data;

(f) be authorised to engage a sub-contractor to carry out any processing of personal data provided that such sub-contractor shall meet all obligations of KiiStone under the Agreement;

(g) assist the Business in ensuring compliance with its obligations under the Data Protection Legislation; and

(h) make available to the Business all information necessary to demonstrate compliance by KiiStone with the Data Protection Legislation and allow for and contribute to audits, including inspections, conducted by or on behalf of the Business (including a client of the Business) or by the Information Commissioners Office pursuant to Article 58(1) of the GDPR

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Section 5 – Escrow Facility
 

The Escrow Facility is provided by the Escrow Provider.  Where You choose to use the Escrow Facility for the purposes of Your agreement with another Business You will enter an agreement with the Escrow Provider under which they will create payment accounts for You.  

 

The Escrow Facility is an arrangement between You, the other Business and the Escrow Provider under which payments are made into a payment account held by the party due to make payments with the Escrow Provider.  You and the other Business agree between yourselves (as set out below) the amounts of payments and when payments shall be taken from the payment account.  Payments to the party due to receive payments are made to their payment account with the Escrow Provider.  You and the other Business will both enter agreements with the Escrow Provider for your respective payment accounts.

 

In addition to the terms and conditions which apply to Your agreement with the other Business You and they will agree as follows:

• You will transfer any agreed sums to be used for payments into the payment account of the paying party with the Escrow Provider;

• You will agree the basis on which the receiving party shall become entitled to payment of the sums held with the Escrow Provider;

• You will instruct Us to confirm to the Escrow Provider when a payment (and how much) is to be paid to the receiving party;

• It is agreed there will not be any withdrawals of any payment from the payment account without the receiving party’s agreement (and You agree that this instruction cannot be amended);

• You and the other party will enter into a binding dispute resolution process in the event you do not agree any payments can be made;

• if You and the other Business do not enter a binding dispute resolution process either party may require the English courts (who shall have exclusive jurisdiction) resolve any dispute;

• You and the other Business agree that We are not in control of any payment account for either of you and We shall pass instructions on your behalf to the Escrow Provider (which shall comply with the terms set out here);

• We are instructed (such instruction which cannot be revoked) not to authorise any payments not in accordance with these provisions;

• it is agreed and acknowledged that We are not the provider of, and are not in control of, any payment account or otherwise providing financial services.

 

You agree that You shall pay a fee to Us when You use the Escrow Facility which will be added to the amount of any payments made for the Engagement.  The fee payable to Us shall be as per the table of fees found here https:www.kiistone.co.uk/escrowfees which includes the fees that the Escrow provider charges Kiistone.  You authorise the Escrow Provider to pay the balance of your fee to us less our fee to them, at regular intervals.