Business Terms and Conditions

1 Definitions

(a) In these Terms, the following words have the corresponding meaning:

(b) In addition to the above words, throughout these Terms we may define additional words and phrases.

2 Duration of this agreement

These Terms commence on the Commencement Date and continue until terminated in accordance with clause 26 (Term).

3 Representing a company

If you use the Trim Business App on behalf of a company or organisation you warrant that you have the necessary authority from that company or organisation to do so. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” and “Brand” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Trim Business App on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

4 Accounts

4.1 Your account

All Shops are required to sign-up to and create an Account on the Trim Business App.

As part of the Account registration process and as part of your continued use of the Trim Business App, you are required to provide:

• Contact information and details, such as your email address, first and last name, mobile phone number, and other information as determined by Trim Worldwide from time to time;
• Shop logos;
• A description of your Shop and Services;
• High resolution lifestyle photos, in such formats and specifications as we shall reasonably require; and
• Bank account details and billing address for payment and invoicing.

You warrant that any information you give to Trim Worldwide in the course of completing the Account registration and Integration process will always be accurate, honest, correct and up-to-date. Trim Worldwide reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you. Trim Worldwide may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.

4.2 Shop users

You may permit Shop Users to create sub-accounts on the Trim Business App subject to the limits of Shop Users in your Subscription Tier.

You will be responsible for ensuring that all Shop Users comply with these Terms, and indemnify Trim Worldwide from any liability, claim, cost, expense or damage we incur which arises out of or in connection with a Shop User’s use of the Trim Business App.

5 THE APP

In these Terms:

• references to the ‘App Store’ means Apple’s App Store and we refer to their rules and policies contained in the Apple Media Services Terms and Conditions as the ‘App Store Rules’.
• references to ‘Google Play’ means the app distribution platform operated by Google and known as Google Play, and we refer to Google’s terms of service (and other applicable terms) collectively as ‘Google’s Rules’.
• in clauses where we use the phrase “App Store Rules or Google’s Rules (as applicable)”, we intend for the App Store Rules to apply to users who have obtained the Trim App via the Apple App Store, and for Google’s Rules to apply to users who have obtained the Trim App via the Google Play distribution platform.
• These Terms are an agreement made between us you and us and:
• Apple is not a party to this agreement and has no responsibility for the Trim Business App or its content; and
• Google is not a party to this agreement and has no liability under it.
• We license you to download and use the Trim Business App:
• For iOS users, onto any Apple-branded product, and to use it once you have downloaded it, provided you follow all of the rules described in this agreement and the App Store Rules; and
• For Google Play Store users, to use the Trim Business App provided you follow all of the rules described in this agreement and also Google’s rules.
• The licence in clause 5(c):
• is only for you personally (and anyone else that the Apple Usage Rules or Google’s Rules (as applicable) allow);
• starts when you download the Trim Business App; and
• covers content, materials, or services accessible from, or bought in, the Trim Business App including all of our support resources. It also covers updates to the Trim Business App unless they come with separate terms, in which case we will give you an opportunity to review and accept
• The Trim Business App can be accessed, used and downloaded by other accounts that are associated with you through family sharing or volume purchasing in accordance with the App Store or Google’s Rules (as applicable).
• You must comply with the App Store Rules and Google’s Rules (as applicable) as well as this agreement but, if there is any conflict between them, you should follow the App Store Rules or Google’s Rules rather than the equivalent rule here.
• You do not own the Trim Business App or the Trim App or any of its contents but you may use it on devices that you own or control, as permitted by this agreement and by the App Store Rules or Google’s Rules (as applicable).
• If you sell or give away the device on which you have downloaded the Trim Business App, you must first remove the Trim Business App from the device.
• You are not allowed to:
• modify the Trim Business App’s code in any way, including inserting new code, either directly or through the use of another app or piece of software;
• deliberately attempt to avoid or manipulate any security features included in the Trim Business App; or
• pretend that the Trim App or Trim Business App is your own or make it available for others to download or use (including by way of copying the code of the Trim Business App and creating an independent version).
• We are responsible for customer service in relation to the Trim Business App and can help you if you are having any issues:
• For iOS user, you acknowledge that Apple has no obligation whatsoever to provide any support or maintenance services in relation to the Trim Business App, although if the Trim Business App is faulty, you may be able to claim a refund for paid content or services; and
• For Google users, you acknowledge that Google has no obligation to provide any support or maintenance services in relation to the Trim Business App. Refunds may be available to you in a range of circumstances, either from Google or from us. See Google’s refund policies for more information.
• If you need to get in touch with us, you can use the ‘contact us’ functionality provided in the Trim Business App. If we need to get in touch with you, we will do so by email or an in-app notification.

6 HOSTED SERVICES

We will store Business Data using a third-party hosting service selected by us (Hosting Service), subject to the following terms:

• (hosting location) The Shop acknowledges and agrees that Trim Worldwide may host the Trim Business App via cloud-based services which use storage servers located in and potentially outside England and Wales.
• (service quality) While we will use our best efforts to select an appropriate hosting provider, Trim Worldwide does not guarantee that the Hosting Service will be free from errors or defects or that Business Data will be accessible or available at all times.
• (security) We will use our best efforts to ensure that Business Data is stored securely. However, Trim Worldwide does not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to Business Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
• (backups and disaster recovery) In the event that Business Data is lost due to a system failure (e.g., a database or webserver crash) we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

7 LISTINGS

You acknowledge and agree that:

• you must use your best endeavours to provide as much information as possible in any listing you upload to offer to provide Services via the Trim Business App (Listing) including without limitation:
• a complete description of the Services;
• the price of the Services on a per item basis inclusive of any VAT (Price); and
• availability for the Services,
• you warrant that all information provided in a Listing or in respect of the Services is accurate and up to date, and you are solely responsible for updating the Listing details on the Trim Business App;
• you can update or amend a Listing via the Trim Business App;
• Trim Worldwide will not be liable to you for any errors in the Listings (including any pricing errors);
• You will indemnify Trim Worldwide against any loss, claim, liability, expense or damages arising out of or in connection with a Listing or your Services;
• Trim Worldwide may choose not to accept any Listing you submit to the Trim Business App, and Trim Worldwide may limit the number of Listings you can submit on the Trim Business App.

8 BINDING CONTRACT

You agree that when a Customer makes a Booking for Services in one of your Listings, this constitutes a binding contract between you and that Customer, where you will provide the Customer with the Services in the Listing they accepted in exchange for your receipt of the Remaining Balance. A contract is formed in this respect when the Customer places the Booking on the Trim Business App.

9 PAYMENTS

• You will be required to quote the cost of providing the services specified in each Listing to a Customer including any applicable VAT (Quoted Amount), including whether any deposit is required to secure the Booking.
• When a Customer accepts a Listing, they will be prompted to pay the Quoted Amount (or a deposit if required) via the Trim App or pay in person.
• If the Customer pays the Quoted Amount or a deposit via the Trim App (App Payment), the App Payment will be held in your Online Payment Partner account, by the Online Payment Partner, and transferred to your nominated bank account in accordance with the Online Payment Partner’s terms and conditions.
• You:
• appoint the Online Payment Partner as your limited collection agent solely for the purpose of accepting the App Payment from the Customer;
• agree that payments made by Users to the Online Payment Partner (acting as your collection agent) will be considered the same as payments made directly to you; and
• agree that all payments to your nominated bank accounts will be made in accordance with the timing specified by the Online Payment Partner, which may vary depending on your geographic location. The Online Payment Partner’s current payment terms are available here: https://stripe.com/docs/payouts

10 OUR FEES

TRIAL PERIOD

We may from time to time offer a free trial period of the Trim Business App (Free Trial Period). No payments will be due during any Free Trial Period and your first payment will be due immediately after the expiry of the Free Trial Period.

SUBSCRIPTION FEES

• You must pay subscription fees to us in the amounts specified on the Trim Business App for your Subscription Tier, or as otherwise agreed in writing (Subscription Fees).
• All Subscription Fees must be paid in advance and are non-refundable for change of mind.
• Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period (or immediately after the expiry of any applicable Free Trial Period) and at the beginning of every Renewal Period thereafter.

AUTOMATIC RECURRING BILLING

Subject to clauses 10.4 and 10.5:

Your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel via the Trim Business App. While your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account. By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription. grace period If you fail to cancel your Subscription prior to a Renewal Period and you are charged recurring charges, you have up to 12 Business Days from the date of that renewal to cancel your Subscription via the Trim Business App (Grace Period). If you cancel your Subscription within the Grace Period, please contact us via our Website to request a refund for any recurring fees charged to you during the Grace Period.

CHANGES TO SUBSCRIPTION FEES

We may, from time to time, change our Subscription Fees and provide you with 12 Business Days’ notice prior to the changes. During this time, you have the opportunity to cancel your Subscription with us. If you do not cancel your Subscription before the new Subscription Fees take effect, the Grace Period in clause 10.4 will apply.

LATE PAYMENTS

We reserve the right to suspend all or part of the Trim Business App indefinitely if you fail to pay any Fees in accordance with this clause.

ONLINE PAYMENT PARTNER

• We may use third-party online payment partner, currently Stripe (Online Payment Partner) to collect Subscription Fees.
• You acknowledge and agree that the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which are available here: https://stripe.com/gb/legal;
• the terms of use of other portals or other payment methods may apply to your Account and use of the Trim Business App from time to time, and provided we have notified you of these terms you agree to be bound by those terms. If you do not agree to any third party terms, you must notify us and immediately cease using the Trim Business App;
• you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment; and
• We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

UPGRADES AND DOWNGRADES

You may notify us that you would like to upgrade or downgrade your Subscription Tier at any time. If you do, you must:

• Pay to us such additional Subscription Fees (on a pro-rata basis for the remainder of the then current Renewal Period less any amounts paid for your current Subscription Tier) (New Subscription Fees);
• The Subscription Fees for the new Subscription Tier shall be payable for each subsequent Renewal Period; and
• Subject to your payment of the New Subscription Fees, we will take reasonable steps to promptly provide you with access to the new Subscription Tier.
• If you choose to downgrade your Subscription, access to the new Subscription Tier and the new Subscription Fees will kick in immediately and the difference between Fees paid for the former Subscription Tier and the Fees payable for the new Subscription Tier will be credited to you on a pro-rata basis and applied to the next payment of Subscription Fees.
• If you choose to downgrade your Subscription, you acknowledge and agree we are not liable, and you release us from all claims in relation to, any loss of content, features, or capacity, including any Business Data.

REFUNDS & CANCELLATIONS

You may set your own policies for refunds and cancellations of Bookings (Shop Policies) which must be made available to Customer’s via your Listings. You acknowledge and agree that the Customer has the right to cancel, or return, their Booking in accordance with the Customer Terms and any other right that the Customer may have at law, and where a Customer is entitled to, or otherwise granted by us in our sole discretion, a refund, you agree to indemnify Trim Worldwide in respect of any claims, costs, liabilities, expenses or damages arising out of your Shop Policies.

11 BYPASSING

You agree that while you are a Shop on the Trim Business App, regardless of the reason that your Account was suspended or cancelled, you will not, either directly or indirectly, solicit or attempt to solicit any business, work, income or other benefit, from any Customer whom you came to know about, or with whom you provided goods or services to directly or indirectly, by using the Trim Business App. This provision will apply whether or not the Customer or their representative is still active on the Trim Business App. Trim Worldwide may, in its absolute discretion, cancel your Account and suspend you from using the Trim Business App if it finds or suspects that you have breached or are in breach of this clause 13.

12 WARRANTIES

By listing yourself as a Shop on the Trim Business App and posting a Listing, you represent and warrant that as at the date of this agreement and throughout the Term:

• Your Sustainability Statements are true, correct and not misleading;
• you are able to provide the Services as specified in the Listing;
• you have the right to provide the Services specified in the Listing to the countries in which you agree to ship to (which will be all countries in which our Trim Business App is available, unless agreed otherwise in writing);
• you will comply at all times with all applicable laws; and
• you will provide the relevant Services to Customers in compliance with all applicable laws.

13 YOUR OBLIGATIONS

SHOP OBLIGATIONS

As a Shop you agree:

• not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;
• to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify Trim Worldwide of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Trim Business App’s security;
• to not use the Trim Business App for any purpose other than for the purpose of making arrangements to provide Services, including:
• you must not use the Trim Business App in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job or a sale which includes illegal goods, activities or purposes); and
• you must not use the Trim Business App in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by Trim Worldwide;
• not to act in any way that may harm the reputation of Trim Worldwide or associated or interested parties or do anything at all contrary to the interests of Trim Worldwide or the Trim Business App;
• you must not make any automated use of the Trim Business App and you must not copy, reproduce, translate, adapt, vary or modify the Trim Business App without the express written consent of Trim Worldwide;
• that Trim Worldwide may change any features of the Trim Business App or Services offered through the Trim Business App at any time without notice to you;
• that information given to you through the Trim Business App, by Trim Worldwide or another User including a Shop, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information;
• that Trim Worldwide may cancel your account at any time, including if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 5; and
• will not, by receiving or requesting the Trim Business App:
• breach any applicable laws, rules or regulations (including any applicable privacy laws); or
• infringe the Intellectual Property Rights or other rights of any third party or breach any duty of confidentiality.

14 USERS AND EULA

The Shop must, and must ensure that all Shop Users:

• comply with these Terms (including the EULA) at all times; and
• notify Trim Worldwide without delay whenever it becomes aware of any case of a breach of this clause 15 or otherwise any illegal or unauthorised use of the Trim Business App.
• The Shop acknowledges and agrees that Trim Worldwide will have no liability for any act of a Shop User or for damage, loss or expense suffered by a Shop User in connection with the use of the Trim Business App and will indemnify Trim Worldwide for any such damage, loss or expense.

15 USE OF TRIM BUSINESS APP

The Shop must not, and must not encourage or permit any Shop User or any third party to, without Trim Worldwide’s prior written approval:

• upload sensitive information or commercial secrets to the Trim Business App;
• upload any harmful, discriminatory, defamatory, maliciously false implications, offensive, explicit, inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material to the Trim Business App;
• upload any material that is owned or copyrighted by a third party;
• make copies of the Trim Business App;
• adapt, modify or tamper in any way with the Trim Business App;
• remove or alter any copyright, trade mark or other notice on or forming part of the Trim Business App;
• create derivative works from, translate or reproduce the Trim Business App;
• sell, loan, transfer, sub-licence, hire or otherwise dispose of the Trim Business App to any third party, other than sub-licensing to a Shop User in accordance with these Terms;
• decompile or reverse engineer the Trim Business App or any part of it, or otherwise attempt to derive its source code;
• attempt to circumvent any technological protection mechanism or other security feature of the Trim Business App;
• permit any person other than Shop Users to use or access the Trim Business App;
• intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of the Trim Business App or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Trim Business App;
• share its Trim Business App account information with any other person and that any use of its account by any other person is strictly prohibited. The Shop, must immediately notify Trim Worldwide of any unauthorised use of it or its Shop User’s account, password or email, or any other breach or potential breach of the Trim Business App’s security;
• use the Trim Business App for any purpose other than for the purpose for which it was designed, such as not using the Trim Business App in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity; nor
• act in any way that may harm Trim Worldwide’s reputation or that of associated or interested parties or do anything at all contrary to the interests of Trim Worldwide or the Trim Business App.

16 BUSINESS DATA

By providing or posting Business Data, the Shop represents and warrants that, and must ensure that all Shop Users make equivalent representations and warranties:

• the Shop is authorised to provide the Business Data;
• the Business Data is accurate and true at the time it is provided;
• the Business Data is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
• the Business Data does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
• the Business Data does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Trim Business App or any network or system; and
• the Business Data does not breach or infringe any applicable laws.

17 POSTED MATERIALS

WARRANTIES

By providing or posting any information, materials or other content on the Trim Business App (Posted Material), you represent and warrant that:

• you are authorised to provide the Posted Material (including by being authorised to provide any goods and services that you represent you provide);
• the Posted Material is accurate and true at the time it is provided;
• any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
• the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
• the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;
• the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
• the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Trim Business App or any network or system; and
• the Posted Material does not breach or infringe any applicable laws.

LICENCE

• You grant to Trim Worldwide a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for Trim Worldwide to use, exploit or otherwise enjoy the benefit of such Posted Material.
• If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release Trim Worldwide from any and all claims that you could assert against Trim Worldwide by virtue of any such moral rights.
• You indemnify Trim Worldwide against all damages, losses, costs and expenses incurred by Trim Worldwide arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.

REMOVAL

Trim Worldwide acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, Trim Worldwide may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Trim Business App) at any time without giving any explanation or justification for removing the Posted Material. You agree that you are responsible for keeping and maintaining records of Posted Material.

18 SERVICE LIMITATIONS

The Trim Business App is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that Trim Worldwide cannot and does not represent, warrant or guarantee that:

• the Trim Business App will be free from errors or defects;
• the Trim Business App will be accessible at all times;
• messages sent through the Trim Business App will be delivered promptly, or delivered at all;
• information you receive or supply through the Trim Business App will be secure or confidential; or
• any information provided through the Trim Business App is accurate or true.

19 INTELLECTUAL PROPERTY

Trim Worldwide retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Trim Business App (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Trim Business App Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you. You retain ownership of the Intellectual Property Rights in all Shop Materials, and you grant to Trim Worldwide a non-exclusive, royalty-free, non-transferrable, revocable licence to use the Intellectual Property Rights in the Shop Materials for the purpose of providing the Trim App and Trim Business App, including hosting Listings and facilitating Bookings, as contemplated by these Terms, including without limitation for the marketing and promotion of the Trim App and Trim Business App. We may develop specific content for and with a Shop (Shop Content) and: Trim Worldwide retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Shop Content (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software); To the extent any Shop Materials form part of the Shop Content, the licence set out in clause 18(b) shall apply; and Trim Worldwide grants to you a non-exclusive, royalty-free, worldwide, perpetual, non-transferable and non-sub-licensable licence to use the Shop Content (being only the Shop Content which includes your Shop Materials) for the marketing and promotion of your own business. You may make a temporary electronic copy of all or part of the Trim Business App Content for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Trim Business App Content without prior written consent from Trim Worldwide or as permitted by law. In this clause 18: “Shop Materials” means any documents or materials supplied by the Shop to Trim Worldwide under or in connection with these Terms including any Intellectual Property Rights attaching to those materials; and “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement worldwide.

20 THIRD PARTY CONTENT

The Trim Business App may contain text, images, data and other content provided by a third party and displayed on the Trim Business App (Third Party Content). Trim Worldwide accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.

21 THIRD PARTY TERMS

• Any service that requires Trim Worldwide to acquire goods and services supplied by a third party on behalf of the Customer (including a third party payment service) may be subject to the terms and conditions of that third party (Third Party Terms), including ‘no refund’ policies.
• You agree to familiarise yourself with any Third Party Terms applicable to any such goods and services and, by instructing Trim Worldwide to acquire the goods or services on your behalf, the Shop will be taken to have agreed to such Third Party Terms.

22 SECURITY

Trim Worldwide does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Trim Business App. You should take your own precautions to ensure that the process you employ to access the Trim Business App does not expose you to the risk of viruses, malicious computer code or other forms of interference.

23 DISCLAIMER

(Introduction service) Trim Worldwide is a medium that facilitates the introduction of Customers and Shops for the purposes of buying and selling Services. Trim Worldwide simply collects a service fee in consideration for providing this introduction service and does not have any obligations or liabilities to, and is not a party to any contract between, Customers and Shops in relation to such Services or otherwise resulting from the introduction. (Limitation of liability) To the maximum extent permitted by applicable law, Trim Worldwide excludes completely all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Trim Business App or its use or any services provided by any Shop. This includes the transmission of any computer virus. (Indemnity) You agree to indemnify Trim Worldwide and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives’: breach of any term of this agreement; use of the Trim Business App; or your provision or receipt of Services from another User. (Consequential loss) To the maximum extent permitted by law, under no circumstances will Trim Worldwide be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Trim Business App, this agreement or their subject matter, or any services provided by any Shop (except to the extent this liability cannot be excluded at law).

24 SUBCONTRACTING

The Shop must not, without the prior written consent of Trim Worldwide and subject to clause 25, subcontract any part of this agreement.

25 CONFIDENTIALITY

You agree that:

• no information owned by Trim Worldwide, including these Terms, our Commission rate, the number of sales completed via our Trim Business App, our system operations, documents, marketing strategies, staff information, and Customer information, may be disclosed or made available to any third parties; and
• all communications involving the details of other users on this Trim Business App (including but not limited the Customer) and of the Shop are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.

26 PRIVACY

Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation. BUSINESS DATA During and after the term of this agreement the Shop agrees that Trim Worldwide will be processing personal data for its own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes: Trim Worldwide providing the Trim Business App and Account to the Shop; Trim Worldwide and/or its subcontractors and third party suppliers use the contact details the Shop and the Shop’s representatives to send marketing materials or other publications; Trim Worldwide may process personal data concerning its other clients and contacts in other ways for its own business purposes; Trim Worldwide may process and transfer personal data as necessary to effect a re-organisation of its business; and Trim Worldwide may share personal data with other legal or professional advisers used by us to provide the Shop with legal or professional services. The Shop’s instructions are taken to include the use by Trim Worldwide, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing. By accepting this agreement the Shop gives positive consent for Trim Worldwide to obtain, store and process information about the Shop as described in this clause 25. Each party shall comply with the terms of the Data Protection Legislation.

THIRD PARTY DATA

During and after the term of this agreement, there may be limited occasions where Trim Worldwide may process on the Shop’s behalf as a processor any personal data the Shop have provided to Trim Worldwide, including but not limited to details of the Shop’s employees. Trim Worldwide will advise the Shop in writing where Trim Worldwide believes Trim Worldwide may act as a processor and any such processing shall be in accordance with, and subject to, this clause 25.3. The Shop agrees that where necessary the Shop will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the processing, before providing Trim Worldwide with personal data. The Shop warrants, in relation to the personal information and all other data that it provides to Trim Worldwide in connection with this agreement (Third Party Data), that: the Shop has all necessary rights in relation to Third Party Data, such that the Services can be performed in respect of that data; the Shop is not breaching any Law by providing Trim Worldwide with Third Party Data; Trim Worldwide will not breach any Law by performing the Services in relation to any Third Party Data; there are no restrictions placed on the use of the Third Party Data (including by any Third Party Terms) and if there are any such restrictions, the Shop has notified Trim Worldwide of this, and Trim Worldwide has agreed to perform the Services in respect of that data (being under no obligation to do so); and Trim Worldwide will not breach any Third Party Terms by performing the Services in relation to any Third Party Data. The Shop agrees at all times to indemnify and hold harmless Trim Worldwide and its officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to a breach of a warranty in clause 25.3(a). The Shop and Trim Worldwide acknowledge that in respect of any Third Party Data and for the purposes of the Data Protection Legislation, the Shop is the controller and Trim Worldwide is the processor. The Shop and Trim Worldwide will comply with the Data Protection Legislation. Trim Worldwide shall, in relation to any Personal Data processed in connection with this clause 25.3 process that Personal Data only on written instructions of the Shop as detailed in Schedule 1, as updated from time to time; keep the Personal Data confidential; comply with the Shop’s reasonable instructions with respect to processing Personal Data; not transfer any Personal Data outside of the UK unless, in accordance with the Data Protection Legislation, Trim Worldwide ensures that: the transfer is to a country approved as providing an adequate level of protection for Personal Data; or there are appropriate safeguards in place for the transfer of Personal Data; or binding corporate rules are in place; or one of the derogations for specific situations applies to the transfer; assist the Shop at the Shop’s cost in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators; notify the Shop without undue delay on becoming aware of a Personal Data breach or communication which relates to Trim Worldwide’s or Shop’s compliance with the Data Protection Legislation; at the written request of the Shop, delete or return Personal Data (and any copies of the same) to the Shop on termination of this agreement unless required by the Data Protection Legislation to store the Personal Data; and maintain complete and accurate records and information to demonstrate compliance with this clause 25.3 and allow for audits by the Shop or the Shop’s designated auditor. Trim Worldwide shall ensure that they have in place appropriate technical or organisational measures, reviewed and approved by the Shop, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. Such measures may include, where appropriate: pseudonymising and encrypting Personal Data; ensuring confidentiality, integrity, availability and resilience of its systems and services; ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident; and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it.

27 TERMINATION

• Trim Worldwide reserves the right to terminate your access to any or all of the Trim Business App (including any Account, Listings and other memberships), for any reason, by providing you with one months’ written notice.
• You may cancel your Account and Subscription using the functionalities on the Trim Business App. If you cancel your Account and Subscription, your Subscription will terminate at the expiry of the then current Subscription Term.
• Either party may immediately terminate these terms by written notice to the other party if:
• the other party is in default or breach of these terms;
• the other party is convicted, or any of the other party’s personnel are convicted, of a criminal offence involving fraud or dishonesty or an offence which, in the opinion of the other party, affects the other party’s obligations under these terms;
• the other party or any of the other party’s personnel conducts themselves in a way tending to bring them or the other party into disrepute; or
• the other party or any of the other party’s personnel has a conflict of interest that cannot be resolved to the satisfaction of the other party.
• Notwithstanding termination or expiry of your Account or membership or this agreement, the provisions of clause 22 and any other provision which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.
• You are solely responsible for removing any information you store in the Trim Business App prior to termination of this agreement. We will not be liable to you for any loss of your or any other user’s data or information upon termination of this agreement.

28 RECORD / AUDIT

To the extent permitted by law, Trim Worldwide reserves the right to keep all records of any and all transactions and communications made through this Trim Business App between you and other Users (including conversations, user posts, job request bids, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving Trim Worldwide.

29 NOTICES

A notice or other communication to a party under this agreement must be:

• in writing and in English; and
• delivered via email to the other party, to:
• in respect of the Shop, to the email address supplied with the Shop’s Account; and
• in respect of Trim Worldwide, to support@trimworldwide.co.uk,
• (Email Address). The parties may update their Email Address by notice to the other party.

Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

• 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
• when replied to by the other party,
• whichever is earlier.

30 GENERAL

GOVERNING LAW AND JURISDICTION

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

THIRD PARTY RIGHTS

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

UNFAIR CONTRACT TERMS

To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under this agreement including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.

WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

COSTS

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

INTERPRETATION

• (singular and plural) words in the singular includes the plural (and vice versa);
• (gender) words indicating a gender includes the corresponding words of any other gender;
• (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
• (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
• (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
• (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
• (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
• (headings) headings and words in bold type are for convenience only and do not affect interpretation;
• (includes) the word “includes” and similar words in any form is not a word of limitation;
• (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
• (currency) a reference to £ or GBP is to pound sterling currency unless otherwise agreed in writing.

31 Schedule — Processing of personal data

SCOPE

Personal data may be collected, stored and analysed on Trim Worldwide’s systems including but not limited to the Trim Business App and any subprocessors used by Trim Worldwide as set out in Trim Worldwide’s privacy policy available above.

NATURE

Electronically.

PURPOSE OF PROCESSING

To provide the Trim Business App and services as contracted between Trim Worldwide and the Shop and in accordance with this agreement.

DURATION OF PROCESSING

The duration of this agreement only.

CATEGORIES OF PERSONAL DATA

Name, email address, date of birth

CATEGORIES OF DATA SUBJECT

Employees and contractors of the Shop, customers of the Shop.