Reseller Agreement – Templates

Effective Date: 15/10/25

This Reseller Agreement (“Reseller Agreement“) sets out the terms on which Argilion Solutions Limited, a company registered in England and Wales with company number 16686211, whose registered office is at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ (the “Argilion”, “we”, “us”, or “our”) permits the reseller, whose details are set out below or which otherwise enters into this Reseller Agreement (“Reseller”, “you” or “your”) is permitted to resell certain Templates of Argilion from time to time. This Reseller Agreement shall take effect from the earlier of the date when: (i) these terms are signed; (ii) these terms are otherwise entered into; or (iii) when you resell any of the Templates.

By entering into this Reseller Agreement or selling the Templates, you acknowledge that you have read, understood, and agreed to be bound by this Reseller Agreement. If you do not agree, you must not sell the Templates.

For the avoidance of doubt, all intellectual property rights in the Templates remain the exclusive property of Argilion or its licensors, and nothing in these Terms creates any contractual or advisory relationship between you and any third-party licensor. Your contract is solely with Argilion, subject to these Terms.

Argilion reserves the right to amend or update these Reseller Terms from time to time to reflect legal, regulatory, or operational changes. The version in force at the time of you entering into the Reseller Terms shall apply to your resale of the Templates, unless you are notified otherwise in writing.

1. Appointment
1.1 Argilion appoints Reseller as a non-exclusive reseller of Argilion’s document templates from time to time (“Templates”) for resale to Reseller’s end clients (“End Clients”) within the territory of the United Kingdom.

1.2 Nothing in this Agreement grants Reseller any right to represent itself as an agent, partner, joint venturer, or affiliate of Argilion or creates any legal rights, authority, or status in such regard. The Reseller acts at all times as an independent contractor.

1.3 The Reseller has no authority to bind Argilion in any contract with End Clients or third parties, nor may the Reseller appoint sub-resellers, distributors, or other intermediaries without Argilion’s prior written consent.

1.4 Argilion expressly reserves the right to sell the Templates directly to End Clients and to appoint other resellers without restriction.

2. Licence
2.1 Argilion grants Reseller a non-exclusive, non-transferable, non-sublicensable licence to distribute Templates to End Clients in accordance with this Agreement and solely in the format and manner designated by Argilion from time to time.

2.2 Reseller may not modify, copy, reverse-engineer, decompile, disassemble, or create derivative works of the Templates, except to brand or white-label them for End Clients as expressly agreed in writing by Argilion. Reseller shall not remove, obscure, or alter any copyright notices, proprietary markings, or disclaimers included in the Templates.

2.3 The specific Templates and numbers available for resale will be determined at Argilion’s sole discretion and communicated to the Reseller in writing.

2.4 Argilion may update the list of available Templates, quantities, packages, and prices from time to time without providing notice to the Reseller (without prejudice to any Templates already sold pursuant to the terms of this Agreement which remain sold pursuant to these terms) and may provide such Templates to the Reseller at Argilion’s sole discretion. For the avoidance of doubt, Argilion shall have no obligation to provide updates to the Reseller and the Reseller shall not claim any right to receive updates.

2.5 The licence granted under this Agreement shall automatically terminate upon expiry or termination of this Agreement. Upon termination, the Reseller must immediately cease use and distribution of the Templates, delete all copies in its possession or control, and, if requested by Argilion, provide written certification of compliance with this clause.

2.6 Argilion reserves the right to request reasonable evidence of the Reseller’s compliance with this Section 2, including but not limited to records of sales and distributions to End Clients.

2.7 The term “Templates” refers specifically to the digital document templates identified by Argilion from time to time in writing. Unless expressly agreed otherwise in writing, the Templates shall be provided by Argilion to the Reseller in PDF or Microsoft Word format, or such other format as Argilion may, in its sole discretion, determine. The Reseller shall only distribute the Templates in the exact file format and version provided by Argilion.

2.8 The Reseller acknowledges and agrees that Argilion may, from time to time, update, modify, or discontinue Templates without notice or obligation to the Reseller. The Reseller shall be responsible for ensuring that it only distributes the most current version of any Template as provided by Argilion.

2.9 Updates and Notifications. Argilion may, but shall have no obligation to, provide the Reseller with updated versions of the Templates, including updates to reflect changes in law or regulation. Where Argilion elects to supply such updates, it may do so subject to payment of a reasonable fee reflecting its costs of preparation and distribution (whether or not part of an agreed update service). If Argilion notifies the Reseller of a legal or regulatory change that requires the Templates to be amended or replaced, Argilion shall have no liability for any loss, damage, or claim arising from the Reseller’s or any End Client’s failure to implement such update, amendment, or replacement in a timely and accurate manner.

3. Pricing and Payment
3.1 Argilion will provide Reseller with wholesale pricing for Templates.

3.2 Reseller is free to set retail pricing for End Clients, provided that such pricing does not misrepresent Argilion’s role or breach applicable consumer laws.

3.3 All prices are stated in GBP (£) and are exclusive of VAT and any other applicable taxes unless expressly stated otherwise. The Reseller shall be responsible for all taxes, duties, levies, and bank transfer or payment processing charges arising out of or in connection with this Agreement, except for taxes on Argilion’s income.

3.4 Payment terms: 30 days from receipt of invoice. If any payment is not received by the due date, a late fee of the higher of: (i) £10 per month; or (ii) 4% above the base rate of the Bank of England from time to time per annum (in GBP) will be applied to the outstanding balance. This fee shall accrue daily until the invoice is paid in full. The Reseller shall also be responsible for any costs incurred by Argilion in collecting overdue payments, including legal fees and collection agency costs. Statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 shall also apply where higher, to the extent applicable.

3.5 Argilion may suspend further supply of Templates to the Reseller until all outstanding amounts are paid in full. If payment remains overdue for more than 30 days beyond the due date, Argilion may, in addition to other remedies, terminate this Agreement immediately by written notice.

3.6 Invoices shall be deemed accepted unless the Reseller provides written notice of a bona fide dispute within 10 business days of the invoice date. Any undisputed portion must be paid on time.

3.7 The Reseller shall not exercise any right of set-off, counterclaim, or deduction against amounts due to Argilion under this Agreement without Argilion’s prior written consent.

3.8 Licence to use the Templates is conditional upon Argilion receiving payment in full. Until payment is received, Argilion may treat any licence granted as suspended.

3.9 The Reseller shall keep accurate and complete records of all sales, distributions, and uses of the Templates provided under this Agreement. Upon Argilion’s reasonable request, the Reseller shall provide written sales and distribution reports, including details of the number of End Clients supplied and the pricing applied. Argilion (or its authorised representatives) shall have the right, on reasonable prior notice and during normal business hours, to audit the Reseller’s records and systems relating to the sale and distribution of the Templates, not more than once per calendar year, to verify compliance with this Agreement. If any audit reveals underpayment, the Reseller shall promptly pay the shortfall together with interest at the rate specified in clause 3.4. If the underpayment exceeds 5% of the total amounts due for the audited period, the Reseller shall also reimburse Argilion for the reasonable costs of the audit. Otherwise, each party shall bear their own costs in respect of the audit. If Argilion reasonably suspects material non-compliance, it may require the Reseller to appoint an independent auditor at the Reseller’s expense.

3.10 Argilion may amend resale prices (including annual subscription prices) on reasonable notice to Reseller and offer different subscription models from time to time provided that such changes will only take effect either: (i) at the next payment or interval period (provided such notice is provided at least 30 days prior to the beginning of such period); or (ii) on such date as is mutually agreed between the parties.

4. Reseller Obligations

4.1 The Reseller must:

Ensure that all End Clients agree to terms and conditions at least as protective as the template supply terms in Schedule 1 (the “Template Supply Terms”) before use of the Templates;
Not make any representations or warranties about the Templates beyond those provided by Argilion;
Comply with all applicable laws and regulations, including consumer protection and data protection requirements; and
Maintain complete and accurate records of all End Clients and transactions involving the Templates, and provide such records to Argilion on reasonable request.

4.2 The Reseller must not:

Misuse the Templates in any unlawful, misleading, or deceptive manner;
Modify, rebrand, or white-label the Templates in a way that could misrepresent their origin, unless expressly authorised in writing by Argilion;
Use Argilion’s name, trademarks, or logos in any marketing, promotional materials, or communications without Argilion’s prior written consent;
Hold out, market, or otherwise represent the Templates as bespoke documents, legal advice, or services provided directly by Argilion;
Make any unsolicited marketing communications to members of the public in respect of Argilion, its affiliates, services or the Templates, including, without limitation, cold calling and should only approach new and existing clients;
Represent Argilion as a law firm or authorised and regulated by the Solicitors Regulation Authority, Bar Standards Board or any other regulator; or
Sell the Templates on any trade or barter exchange or otherwise sell the Templates in connection with a barter transaction of any kind.

4.3 The Reseller must:

Clearly identify the Templates as originating from Argilion (unless expressly permitted to white-label them by written agreement);
Promptly notify Argilion of any legal claims, customer complaints, suspected licence breaches, regulatory investigations, or other issues arising in relation to the Templates;
Ensure that any of its employees, contractors, or agents involved in distributing or reselling the Templates are appropriately trained and fully aware of the terms of this Agreement;
Cooperate with any audit or investigation reasonably required by Argilion, including providing documentation or access to systems to verify compliance with this Agreement;
Implement appropriate technical, organisational, and commercial safeguards to prevent unauthorised use, copying, or distribution of the Templates; and
ensure that any marketing, promotional materials, or communications relating to the Templates include disclaimers in a form approved in writing by Argilion, and shall not publish or distribute any such materials without Argilion’s prior written approval of the disclaimers

5. Argilion Obligations

5.1 Argilion does not warrant that Templates will be fit for any End Client’s particular purpose and Templates must be tailored to an individual’s business requirements.

5.2 ARGILION DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUALITY, TITLE, OR LEGAL SUITABILITY FOR ANY SPECIFIC BUSINESS.

5.3 The Reseller is solely responsible for putting in place valid terms and conditions with its End Clients at least as protective as the Template Supply Terms. Argilion does not provide any warranties in relation to the Template Supply Terms in Schedule 1, and the Reseller is responsible for seeking its own independent legal advice in such regard.

5.4 Argilion does not provide legal advice to End Clients by supplying the templates and shall not be deemed to have entered into any solicitor-client, attorney-client, or other professional advisory relationship with End Clients by virtue of supplying the Templates.

5.5 Argilion does not guarantee that the Templates will remain compliant with changes in law, regulation, or industry practice. It is the Reseller’s responsibility (and, where applicable, the End Client’s responsibility) to ensure that Templates are reviewed, updated, or tailored to comply with current legal and regulatory requirements.

5.6 Argilion shall use reasonable commercial efforts to provide the Reseller with Templates in the form and format agreed, but makes no commitment as to availability, update frequency, or continued supply beyond the scope of this Agreement.

5.7 Argilion shall not be responsible for any loss, damage, or liability arising from modifications, adaptations, or uses of the Templates made by the Reseller or End Clients outside the scope of this Agreement.

6. Intellectual Property

6.1 All intellectual property rights in the Templates, including but not limited to copyright, trademarks, trade secrets, and know-how, remain the exclusive property of Argilion or its licensors.

6.2 The Reseller acquires no rights in the Templates except as expressly set out in this Agreement, and nothing in this Agreement shall operate to transfer, assign, or grant any ownership rights to the Reseller.

6.3 The Reseller shall not remove, obscure, or alter any copyright notices, trademarks, or proprietary rights notices appearing on or in the Templates without Argilion’s prior written consent.

6.4 The Reseller shall not register, attempt to register, or otherwise claim any intellectual property rights in the Templates or any confusingly similar names, marks, or works.

6.5 Any goodwill derived from the Reseller’s use of the Templates shall accrue exclusively to the benefit of Argilion.

6.6 If the Reseller becomes aware of any infringement, unauthorised use, or challenge to Argilion’s intellectual property rights in the Templates, it shall promptly notify Argilion in writing and provide reasonable assistance, at Argilion’s request and expense, in connection with any action taken to protect Argilion’s rights.

6.7 Where the Reseller makes any adaptations, customisations, branding, or white-labelling of the Templates with Argilion’s prior written consent, all intellectual property rights in such modifications shall automatically vest in Argilion upon creation. To the extent any such rights do not vest automatically, the Reseller hereby assigns (by way of present and future assignment) all such rights to Argilion and agrees to execute any documents and do all things reasonably necessary to give effect to this assignment.

6.8 Upon expiry or termination of this Agreement for any reason:

(a) all rights and licences granted to the Reseller under this Agreement shall immediately cease;
(b) the Reseller shall immediately cease all use, distribution, promotion, or marketing of the Templates; and
(c) the Reseller shall promptly delete or return (at Argilion’s option) all copies of the Templates in its possession, custody, or control and certify in writing to Argilion that it has complied with this clause.

7. Limitation of Liability

7.1 Cap on Liability. Subject to Clause 7.3, Argilion’s total aggregate liability to the Reseller, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, indemnity, or otherwise, shall in all circumstances be limited to the lesser of:

(a) the total fees actually paid by the Reseller to Argilion under this Agreement in the 12 months immediately preceding the event giving rise to the liability; or
(b) £10,000,

provided always that Argilion’s liability shall not exceed the total amount actually paid by the Reseller for the specific Templates giving rise to the claim.

7.2 Excluded Losses. To the maximum extent permitted by law, Argilion shall not be liable for any:

(a) loss of profits, revenue, business, or anticipated savings;
(b) loss of contracts, customers, or goodwill;
(c) loss, corruption, or destruction of data, software, or systems;
(d) indirect, consequential, punitive, exemplary, or incidental damages;
(e) losses arising from reliance on the Templates without independent professional advice; or
(f) losses caused by the Reseller’s breach of this Agreement, End Client misuse, or regulatory non-compliance.

7.3 Non-Excludable Liability. Nothing in this Agreement shall limit or exclude liability for:

(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability that cannot lawfully be excluded or limited under applicable law.

7.4 Acknowledgement. The Reseller acknowledges and agrees that:

(a) the Templates are generic frameworks and not tailored legal advice;
(b) the Reseller and End Clients must obtain independent professional advice before relying on or implementing the Templates;
(c) Argilion shall have no liability for the Templates’ suitability, accuracy, completeness, or ongoing legal compliance; and
(d) the Reseller assumes all risk in marketing, distributing, and adapting the Templates.

7.5 Indemnity Unaffected. Nothing in this Clause shall limit or reduce the Reseller’s indemnification obligations under Clause 8, which shall remain unlimited, continuing, and uncapped.

7.6 No claim may be brought by the Reseller against Argilion under or in connection with this agreement (including any non-contractual claim) more than 12 months after the cause of action giving rise to the first claim arose.

8. Indemnification

8.1 The Reseller shall indemnify, keep indemnified, defend (at Argilion’s option), and hold harmless Argilion Solutions Limited, its affiliates, and their respective officers, directors, employees, contractors, and agents (together, the “Indemnified Parties”) from and against any and all losses, damages, liabilities, claims, demands, actions, proceedings, fines, penalties, costs, and expenses (including without limitation reasonable legal and professional fees, investigation costs, and enforcement costs) arising out of or in connection with, whether directly or indirectly:

(a) any breach by the Reseller of this Agreement (including the Template Supply Terms in Schedule 1);
(b) any act, omission, misrepresentation, negligence, wilful misconduct, or fraud of the Reseller or its employees, agents, contractors, or representatives;
(c) any claim, complaint, action, or demand made by an End Client or other third party arising from or relating to the use, supply, reliance upon, or performance of the Templates, except to the extent caused solely by Argilion’s breach of this Agreement;
(d) any marketing, advertising, or representations made by the Reseller in relation to the Templates (whether or not authorised by Argilion);
(e) any misuse, unauthorised use, or infringement of Argilion’s intellectual property rights, or any claim that the Reseller’s branding, modification, or distribution of the Templates infringes third-party rights;
(f) any failure by the Reseller to comply with applicable laws, regulations, or industry codes (including but not limited to consumer protection, advertising standards, data protection, and unauthorised practice of law regulations); and
(g) any investigation, audit, enforcement action, or regulatory proceeding arising out of the Reseller’s business practices, including in connection with the Templates, and any investigation, inquiry, enforcement action, or regulatory proceeding by the ICO, CMA, ASA, SRA, or any other competent authority.

8.2 The Reseller shall not settle or compromise any claim giving rise to an indemnity under this Clause 8 without Argilion’s prior written consent. Any settlement must include a complete release of Argilion from all liability without imposing any admission of liability, obligation, or restriction on Argilion.

8.3 Argilion shall have the right, but not the obligation, at its sole discretion and expense, to assume the exclusive defence and control of any matter for which it is indemnified under this Clause 8. The Reseller shall provide Argilion (at the Reseller’s sole cost) with full cooperation, information, and assistance in relation to the defence, settlement, or resolution of such claim.

8.4 The indemnities in this Clause 8 are continuing obligations, separate and independent from the other obligations of the Reseller under this Agreement, and shall survive termination or expiry of this Agreement.

9. Term & Termination

9.1 This Agreement shall commence on the date above and continue until terminated by either party on 30 days’ written notice.

9.2 Either party may terminate this Agreement immediately by written notice if the other party commits a material breach of this Agreement and (where capable of remedy) fails to remedy such breach within 14 days of receipt of written notice requiring it to do so.

9.3 Either party may terminate this Agreement immediately upon the insolvency, bankruptcy, liquidation, administration, or cessation of business of the other party, or if the other party makes an arrangement with creditors or is otherwise unable to pay its debts as they fall due.

9.4 Argilion may also terminate this Agreement immediately by written notice if the Reseller’s conduct (including its marketing, supply, or distribution of the Templates) risks causing reputational harm to Argilion or exposing Argilion to regulatory sanction.

9.5 Upon termination or expiry of this Agreement, the Reseller must:

(a) immediately cease selling, distributing, making available, or otherwise sharing the Templates with any third party;
(b) permanently delete or destroy all copies of the Templates held on its systems or in its possession or control;
(c) upon request by Argilion, provide written certification (signed by a director or authorised officer) confirming compliance with this clause; and
(d) immediately return or destroy (at Argilion’s option) any confidential information belonging to Argilion.

9.6 Termination or expiry of this Agreement shall be without prejudice to any rights, remedies, obligations, or liabilities of either party that have accrued up to the date of termination, including the right to claim damages in respect of any breach which existed at or before termination.

9.7 Clauses intended by their nature to survive termination (including but not limited to clauses on Intellectual Property, Limitation of Liability, Indemnification, Confidentiality, Data Protection, Governing Law, and Dispute Resolution) shall continue in full force and effect.

10. Confidentiality

10.1 Each Party (“Receiving Party”) shall keep strictly confidential any proprietary or confidential information disclosed by the other Party (“Disclosing Party”) under this Agreement (“Confidential Information”) and shall not disclose such information to any third party without the prior written consent of the Disclosing Party, except:

(a) to its employees, officers, contractors, professional advisers, or agents who need to know such information for the purposes of performing this Agreement, provided they are bound by obligations of confidentiality no less protective than those contained in this Agreement; or
(b) where disclosure is required by law, regulation, or order of a competent authority, provided that (where legally permissible) the Receiving Party gives the Disclosing Party prompt notice of such requirement and co-operates in seeking confidential treatment of the disclosed information.

10.2 “Confidential Information” includes, without limitation, pricing, product information, business plans, technical data, trade secrets, know-how, financial information, marketing strategies, and any non-public information disclosed by one Party to the other, whether disclosed orally, in writing, electronically, or by any other means, and whether or not marked as confidential.

10.3 The obligations in this clause shall not apply to information which the Receiving Party can demonstrate:

(a) was already lawfully known to it without restriction before disclosure by the Disclosing Party;
(b) was or becomes publicly available through no fault of the Receiving Party;
(c) was independently developed by the Receiving Party without reference to the Confidential Information; or
(d) was lawfully received from a third party without breach of confidentiality obligations.

10.4 Each Party shall use the Confidential Information of the other Party only for the purposes of performing its obligations and exercising its rights under this Agreement, and for no other purpose.

10.5 Upon termination or expiry of this Agreement, or at the request of the Disclosing Party, the Receiving Party shall promptly return or securely destroy all copies of the Disclosing Party’s Confidential Information in its possession or control, except where retention is required by law or necessary for the exercise or defence of legal claims.

10.6 This clause shall survive termination or expiry of this Agreement for a period of five (5) years, or in the case of trade secrets, indefinitely and survival shall be without limit in respect of customer or personal data protected under applicable data protection laws.

11. Regulatory Status

11.1 Argilion Solutions Limited is note a law firm and is not authorised or regulated by the Solicitors Regulation Authority, the Bar Standards Board, or any equivalent regulatory body in the UK or elsewhere.

11.2 Although certain Templates may have been drafted or reviewed by qualified solicitors, consultants, or subject-matter experts engaged by Argilion, any individual supplying the Templates to the Reseller does so in a consultancy capacity only. The provision of Templates does not constitute the provision of regulated legal services, legal advice, or the establishment of a solicitor–client or lawyer–client relationship between Argilion and either the Reseller or any End Client.

11.3 The Reseller is an independent entity and is solely responsible for its own regulatory status and compliance with applicable laws and professional obligations, including but not limited to consumer protection, data protection, and marketing regulations.

11.4 The Reseller must not market, distribute, or otherwise present the Templates as regulated legal services, legal advice, or a substitute for professional legal advice. Where required by law or regulation, the Reseller shall include appropriate disclaimers when supplying Templates to End Clients.

11.5 The Reseller acknowledges and agrees that it is solely responsible for ensuring that any adaptation, use, or resale of the Templates complies with all applicable regulatory requirements in its jurisdiction(s) of operation, including rules relating to the unauthorised practice of law. For the avoidance of doubt, the Templates do not constitute and must not be marketed, supplied, or represented as constituting legal advice or “reserved legal activities” within the meaning of the Legal Services Act 2007.

12. Data Protection

12.1 Each party acknowledges that it acts as an independent data controller under applicable data protection laws (including, without limitation, the UK GDPR, EU GDPR where applicable, and the UK Data Protection Act 2018). Each party shall be individually responsible for its own compliance obligations in respect of the personal data it collects, uses, or otherwise processes under or in connection with this Agreement.

12.2 Each party shall implement and maintain appropriate technical and organisational measures to ensure that personal data is processed securely, lawfully, and in compliance with applicable data protection laws, taking into account the nature of the processing, the risks to individuals, and the state of technological development.

12.3 Where one party provides personal data to the other, each party warrants that such personal data has been collected and disclosed lawfully, that all necessary privacy notices have been provided, and that all required consents or other lawful bases for processing have been obtained.

12.4 If, at any point, one party processes personal data on behalf of the other party, the parties agree to enter into a separate written data processing agreement (DPA) that complies with Article 28 UK GDPR/EU GDPR (and any equivalent provisions under applicable data protection laws).

12.5 Each party shall promptly notify the other if it becomes aware of a personal data breach relating to personal data shared under this Agreement, and shall provide reasonable cooperation and assistance to enable the other party to comply with its legal obligations (including notification to regulators and/or affected individuals, where required).

12.6 Neither party shall transfer personal data outside the UK or EEA unless such transfer is made in compliance with applicable data protection laws (for example, adequacy decisions, UK International Data Transfer Agreement, EU Standard Contractual Clauses with UK Addendum, or other appropriate safeguards).

13. General

13.1 Each party shall comply with all laws applicable to it, including but not limited to data protection, anti-bribery and corruption, export control, and competition/antitrust laws.

13.2 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, or arrangements (whether oral or written) relating to its subject matter. Each party acknowledges that in entering into this Agreement it has not relied on, and shall have no remedy in respect of, any statement, representation, assurance, or warranty not expressly set out in this Agreement.

13.3 This Agreement is governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

13.4 If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision will be severed from this Agreement, and the validity, legality, and enforceability of the remaining provisions will not be affected or impaired thereby. The parties shall use reasonable efforts to replace the invalid or unenforceable provision with a valid provision that achieves, to the greatest extent possible, the same commercial effect.

13.5 The failure of either party to enforce any right or provision of this Agreement on any occasion will not be considered a waiver of that right or provision, and will not prevent that party from enforcing it on a future occasion. A waiver of any right or remedy shall only be effective if given in writing.

13.6 Notices to Argilion shall be sent to info@argilion.com. Notices to the Reseller shall be sent to any email address publicised by the Reseller (e.g., on the Reseller’s website) or the main email address used by Argilion to correspond with the Reseller. Notices shall be deemed received on the date of transmission (if sent by email before 5pm UK time on a business day) or the next business day (if sent after 5pm or on a non-business day).

13.7 Force Majeure: Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, epidemics/pandemics, government action, internet or telecoms outages, labour disputes, supply chain interruptions, or cyberattacks. The affected party must notify the other promptly and take reasonable steps to mitigate. If the Force Majeure event continues for more than sixty (60) consecutive days, the unaffected party may terminate this Agreement on written notice without liability.

13.8 No Third-Party Rights: A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. Nothing in this clause prevents any Argilion group company from benefiting from limitations or exclusions of liability in this Agreement.

13.9 Assignment: The Reseller may not assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Argilion. Argilion may assign or transfer its rights or obligations to any group company or successor entity upon written notice.

13.10 Relationship of the Parties: Nothing in this Agreement creates a partnership, joint venture, or employment relationship between the parties. The Reseller acts as an independent contractor and not as an agent of Argilion.

13.11 Dispute Resolution and Jurisdiction

(a) The Parties shall use reasonable endeavours to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement (a “Dispute”) through good faith negotiations. Either Party may notify the other in writing of the existence of a Dispute.

(b) Within 14 days of such notice, the Parties’ senior representatives shall meet (in person or virtually) to attempt to resolve the Dispute.

(c) If the Dispute is not resolved within 30 days of such meeting, the Parties shall, before commencing litigation, consider in good faith whether to refer the Dispute to mediation under the CEDR Model Mediation Procedure (or such other mediation procedure as may be agreed).

(d) Nothing in this clause prevents either Party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction at any time.

(e) Governing Law & Jurisdiction: This Agreement and any Dispute (including any non-contractual obligations arising out of or in connection with it) shall be governed by and construed in accordance with the laws of England and Wales. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute, notwithstanding any mediation process under this clause.

Version 3, 15 October 2025

Schedule 1 – Template Supply Terms

These Template Supply Terms (“Terms”) govern the licence and use of document templates and all related materials, including any updates, modifications, or supporting documents (together, the “Templates”) supplied by us [Insert Company Name, Number, Registered Address and VAT number if applicable] (the “Seller”) to the purchasing or receiving person or entity (“Purchaser”, “you” or “your”), the details of which are included at the bottom of these Terms or which has otherwise purchased the Templates. By purchasing, downloading, accessing, or otherwise using the Templates (each act constituting “Use of the Templates”), you acknowledge that you have read, understood, and agreed to be bound by these Terms. If you do not agree, you must not use the Templates. These Terms shall take effect from the earlier of the date when: (i) these terms are signed; (ii) these terms are otherwise entered into; or (iii) when Use of the Templates occurs.

For the avoidance of doubt, all intellectual property rights in the Templates remain the exclusive property of the party with our licensor, the party with which we have contracted to supply the Templates (the “Licensor”) or its licensors, and nothing in these Terms creates any contractual or advisory relationship between you and Licensor. Your contract is solely with the Seller, subject to these Terms.

The Seller reserves the right to amend or update these Terms from time to time to reflect legal, regulatory, or operational changes. The version in force at the time of your purchase or download shall apply to your use of the Templates, unless you are notified otherwise in writing.

1. Licence

1.1 Grant of Licence. Subject to your full compliance with these Terms, the Seller grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the Templates for your own internal business purposes only within your organisation. This licence is solely for the purpose of helping you create your own legal or business documents and does not grant you any ownership rights in the Templates.

1.2 Prohibited Uses. Except as expressly permitted in these Terms, you may not, directly or indirectly:

1.2.1 Resell, redistribute, sublicense, lease, rent, loan, or otherwise make the Templates or any part thereof available to any third party.
1.2.2 Publish, upload, post, or share the Templates (in whole or in part) on any public or private platform, intranet, shared drive, network, or server accessible by third parties.
1.2.3 Use the Templates for any purpose other than for your own internal business operations.
1.2.4 Remove, obscure, or alter any copyright notices, disclaimers, trade marks, or proprietary rights notices contained within the Templates.
1.2.5 Create derivative works from the Templates, except as expressly permitted under Clause 1.3.
1.2.6 Use the Templates in connection with the provision of regulated legal services unless you are a qualified and authorised professional permitted to do so under applicable law.
1.2.7 Use the Templates for competitive analysis, development of competing products, training of machine learning or AI systems, or for data mining purposes.

1.3 Permitted Modifications. You may make reasonable modifications to tailor the Templates to your specific business needs, provided that such modifications do not breach the Prohibited Uses set out in Clause 1.2 and that all proprietary notices and disclaimers remain intact.

1.4 Entity Restriction. This licence is granted solely for the benefit of the purchasing individual or legal entity. Use across group companies, subsidiaries, affiliates, or associated entities is not permitted without the Seller’s prior written approval.

1.5 Termination of Licence. This licence shall automatically terminate if these Terms are breached, or upon termination as set out in Section 8. Upon termination, you must immediately cease all use of the Templates and permanently delete or destroy all copies in your possession, custody, or control.

2. Intellectual Property

2.1 Ownership. All intellectual property rights in and to the Templates, including but not limited to copyright, trade marks, trade secrets, know-how, and any other proprietary rights, are and shall remain the exclusive property of the Licensor or its licensors. Except for the limited licence expressly granted to you in Clause 1, no rights are transferred to you under these Terms.

2.2 No Transfer of Rights. You acknowledge and agree that you acquire no ownership rights or any other intellectual property rights in the Templates or related materials beyond the limited licence expressly set out in Clause 1. Any rights not expressly granted are reserved by Licensor.

2.3 Modifications. Any modifications, adaptations, or derivative works you create based on the Templates shall continue to incorporate Licensor’s underlying intellectual property. You are granted only a limited licence to use such modified Templates internally in accordance with Clause 1, and no ownership rights in Licensor’s intellectual property are created, assigned, or implied by such modifications.

2.4 Branding and Notices. You must not remove, obscure, alter, or otherwise tamper with any copyright notices, trade marks, disclaimers, or other proprietary rights notices contained in the Templates without the prior written consent of Licensor.

2.5 Feedback. If you provide any suggestions, feedback, or recommendations regarding the Templates (“Feedback”), you grant Licensor a worldwide, perpetual, irrevocable, royalty-free, transferable, and sub-licensable licence to use, reproduce, adapt, and incorporate such Feedback into its products and services without obligation or compensation to you.

2.6 Protection of Rights. You agree to notify the Seller promptly of any actual or suspected infringement of Licensor’s intellectual property rights in the Templates that comes to your attention and to cooperate reasonably with Licensor, at its cost, in any enforcement action.

3. No Legal or Professional Advice

IMPORTANT NOTICE: THESE TEMPLATES ARE AND DO CONSTITUTE NOT LEGAL ADVICE. They are general document frameworks only and must not be relied upon as a substitute for professional legal, financial, or regulatory advice.

3.1 Informational Purpose. The Templates are provided for general informational purposes only. They are not intended, and should not be relied upon, as professional advice tailored to your specific circumstances.

3.2 No Relationship. No solicitor-client, fiduciary, or advisory relationship is created between you and the Seller or Licensor by your purchase, access, or use of the Templates.

3.3 Your Responsibility. You are solely responsible for ensuring that the Templates, as adapted by you, are suitable for your business needs and comply with all applicable laws, regulations, and industry standards relevant to your jurisdiction or sector. You must consult with a qualified legal or other professional advisor before relying on, implementing, or distributing any Template.

3.4 Regulatory Disclaimer. Neither the Seller nor Licensor are authorised or regulated providers of legal services, and you acknowledge and agree that the purchase, access, or use of the Templates does not constitute the provision of regulated legal advice or services.

3.5 Jurisdictional Limitations. The Templates are not drafted with the laws of every jurisdiction in mind and may require significant adaptation to ensure compliance with local or sector-specific legal requirements.

3.6 Assumption of Risk. By choosing to use the Templates without seeking independent professional advice, you accept all risks associated with such use and acknowledge that neither the Seller nor Licensor shall be responsible for any losses or liabilities arising from reliance on the Templates as if they were professional advice.

4. Warranties and Disclaimers

4.1 “As Is” Basis. The Templates are provided strictly on an “as is” and “as available” basis, without any representations, conditions, or warranties of any kind, whether express, implied, or statutory.

4.2 No Guarantees. Neither the Seller nor Licensor makes any warranty, assurance, or representation that the Templates are:

complete, accurate, or up-to-date;
legally adequate or compliant with current or future law;
suitable or fit for any particular purpose, transaction, or use; or
error-free or free from defects.

4.3 Exclusion of Warranties. To the maximum extent permitted by law, the Seller and Licensor disclaim all warranties, whether express, implied, statutory, or otherwise, including (without limitation) warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement of third-party rights.

4.4 Jurisdictional Limits. The Seller and Licensor make no representation or warranty that the Templates comply with the laws of jurisdictions outside England and Wales. If you intend to use them in any other jurisdiction, you are solely responsible for ensuring compliance with local laws, regulations, and professional standards.

4.5 End-User Responsibility. You acknowledge that the Templates are generic frameworks requiring customisation and adaptation. It is your responsibility to obtain independent professional advice before relying on, implementing, or distributing any Template.

4.6 Entire Risk. You accept that the entire risk as to the quality, suitability, performance, legality, or results obtained from use of the Templates rests with you.

4.7 Updates and Notifications. The Seller or Licensor may, but shall have no obligation to, provide you with updated versions of the Templates, including updates to reflect changes in law or regulation. Where such updates are supplied, the Seller or Licensor may charge a reasonable fee to cover its costs as agreed between the parties (whether or not part of an existing agreed update service). If the Seller or Licensor notifies you of a legal or regulatory change requiring the Templates to be amended or replaced, the Seller and Licensor shall have no liability for any loss, damage, or claim arising from your failure to implement such update, amendment, or replacement.

5. Limitation of Liability

5.1 Exclusion of Damages. To the fullest extent permitted by law, neither the Seller nor Licensor shall be liable, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise, for any indirect, incidental, special, exemplary, or consequential losses or damages, including without limitation:

loss of profits, revenue, anticipated savings, contracts, or goodwill;
loss of data, information, reputation, or business opportunity;
loss or damage arising from your reliance on, or failure to properly adapt, the Templates;
loss resulting from your modification, misuse, or unlawful use of the Templates; or
any loss or damage arising out of the use of the Templates, even if the Seller or Licensor has been advised of the possibility of such loss.

5.2 Limitation of Quantum. The maximum aggregate liability of the Seller and/or Licensor, whether individually or together, for all claims, damages, liabilities, and expenses arising under or in connection with the Templates or these Terms (however arising, including negligence), shall in all circumstances be limited to the total amount actually paid by you for the Templates giving rise to the claim.

5.3 Exceptions. Nothing in these Terms shall exclude or limit liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; or
any other liability that cannot be lawfully excluded or limited under the laws of England and Wales.

5.4 Consumer Rights. If you are a consumer, the limitations and exclusions set out in this Section shall apply only to the extent permitted by applicable consumer protection law, and your statutory rights shall remain unaffected.

5.5 Time Bar for Claims.
To the maximum extent permitted by law, no claim may be brought by you against the Seller or Licensor under or in connection with these Terms (including any non-contractual claim) more than twelve (12) months after the date on which the cause of action giving rise to the claim first arose.

6. Indemnity

6.1 You agree to indemnify, defend, and hold harmless the Seller and Licensor, together with their respective officers, directors, employees, contractors, and agents, from and against any and all claims, demands, actions, proceedings, damages, liabilities, losses, fines, penalties, costs, and expenses (including reasonable legal and professional fees) arising out of or in connection with:

your misuse of the Templates;
your breach of these Terms;
any claim that documents created, adapted, or implemented by you using the Templates are inaccurate, legally invalid, unenforceable, or cause harm to any third party;
any breach of applicable law (including but not limited to data protection, consumer, contract, or employment laws) arising from your use of the Templates; or
any representation, warranty, or statement you make in reliance on the Templates.

6.2 You agree to provide the Seller and/or Licensor with prompt notice of any such claim and to fully cooperate with them in the defence of such claim. You shall not settle or compromise any claim without the prior written consent of the Seller and Licensor.

6.3 This indemnity is in addition to, and not in substitution for, any other remedies available at law or in equity.

7. Compliance with Law

7.1 Your Responsibility. You are solely responsible for ensuring that your use, adaptation, and implementation of the Templates complies with all applicable laws, regulations, codes of practice, and industry standards in your jurisdiction and sector. Neither the Seller nor Licensor shall be responsible for any failure by you to comply with such requirements.

7.2 Necessary Adaptations. You acknowledge that the Templates are general frameworks only and may require significant adaptation to reflect sector-specific, business-specific, or jurisdiction-specific legal and regulatory requirements. It is your responsibility to obtain appropriate professional advice before relying on or implementing any Template.

7.3 Restricted Use. You must not present, market, or rely on the Templates as constituting regulated legal advice, financial advice, or any other regulated professional service unless and until they have been reviewed and adapted by a qualified professional authorised to provide such services under applicable law.

7.4 International Use. If you access or use the Templates outside England and Wales, you are solely responsible for ensuring that your use complies with the laws of the relevant jurisdiction(s).

8. Termination

8.1 Termination for Breach. Your licence to use the Templates will terminate automatically, and without notice, if you breach any provision of these Terms. The Seller or Licensor may also suspend or revoke your licence immediately if required by law, regulation, or order of a competent authority.

8.2 Additional Grounds for Termination. Without limiting Clause 8.1, your licence will also terminate automatically if:

you become insolvent, bankrupt, enter liquidation, or have a receiver or administrator appointed;
you misuse the Templates in a way that infringes Licensor’s intellectual property rights or violates applicable law; or
your continued use of the Templates could, in the reasonable opinion of the Seller or Licensor, damage their reputation or expose them to legal liability.

The Seller or Licensor may also terminate your licence immediately if your conduct or use of the Templates causes, or in their reasonable opinion risks causing, reputational harm to them.

8.3 Effect of Termination. Upon termination, you must immediately cease all use of the Templates and destroy all copies of the Templates in your possession, custody, or control.

8.4 Certification. Upon request, you must provide written certification to the Seller or Licensor confirming compliance with Clause 8.3.

8.5 Survival. Termination of your licence does not affect any rights, remedies, obligations, or liabilities of either party that have accrued up to the date of termination, including the right to claim damages for breach. Clauses relating to intellectual property, confidentiality, indemnity, limitation of liability, compliance with law, and governing law shall survive termination.

9. Confidentiality

9.1 Obligation of Confidence. You must treat as strictly confidential all non-public, proprietary, or confidential information provided with the Templates, including but not limited to guidance notes, proprietary explanatory materials, pricing information, technical content, and any other information designated as confidential (“Confidential Information”). Such information must not be disclosed to any third party without the prior written consent of the Seller or Licensor, as applicable.

9.2 Permitted Disclosures. You may only disclose Confidential Information:

to your employees, contractors, or professional advisers who have a strict need to know the information for the purpose of using the Templates in accordance with these Terms, provided they are bound by obligations of confidentiality no less restrictive than those in these Terms; or
where required by law, court order, or a regulatory authority, provided that (to the extent legally permissible) you notify the Seller or Licensor promptly in writing of such requirement.

9.3 Exclusions. Confidential Information does not include information which:

is or becomes publicly available other than through a breach of these Terms;
was lawfully in your possession before disclosure;
is lawfully disclosed to you by a third party without restriction; or
is independently developed by you without reference to the Confidential Information.

9.4 Duration. These confidentiality obligations survive termination of these Terms and remain in effect for five (5) years from the date of disclosure.

10. General Provisions

10.1 Entire Agreement. These Terms constitute the entire agreement between you and the Seller regarding the Templates and supersede all prior or contemporaneous understandings, agreements, or communications relating to the same subject matter. Nothing in these Terms limits or excludes liability for any misrepresentation made fraudulently.

10.2 Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed severed, and the remaining provisions shall continue in full force and effect.

10.3 Waiver. No failure or delay by the Seller or Licensor in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy. A waiver of any provision is only effective if in writing and signed by an authorised representative.

10.4 Assignment. You may not assign, novate, or otherwise transfer your rights or obligations under these Terms without prior written consent from the Seller. The Seller may assign or transfer its rights and obligations under these Terms to Licensor or any successor entity, affiliate, or purchaser of its business without restriction.

10.5 Third-Party Rights. No person other than you, the Seller and Licensor shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.

10.6 Force Majeure. Neither the Seller nor Licensor shall be liable for any failure or delay in performance under these Terms caused by events beyond their reasonable control, including natural disasters, pandemics, epidemics, acts of government or regulatory authorities, labour disputes, power or internet outages, or cyberattacks. The affected party must promptly notify the other party and take reasonable steps to mitigate the impact of such events.

10.7 Updates to Terms. The Seller and/or Licensor may update these Terms from time to time. Any updated Terms will apply to purchases made after the updated Terms are published or communicated. If updates materially affect your rights or obligations, reasonable notice will be provided where practicable.

11. Governing Law and Jurisdiction

11.1 Governing Law. These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

11.2 Jurisdiction. You agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

11.3 Pre-litigation Resolution. Before commencing any formal legal proceedings, the parties agree to attempt in good faith to resolve disputes through negotiation. If the dispute is not resolved within thirty (30) days of written notice, either party may propose mediation under the CEDR Model Mediation Procedure (or equivalent). This clause does not prevent either party from seeking urgent injunctive or equitable relief.

Signed for and on behalf of Seller

Signature: ________________________

Name: ___________________________

Position: Director

Date: ____________________________

Signed for and on behalf of Purchaser

Signature: ________________________

Name: __________________________

Position: _________________________

Date: ____________________________

Purchaser Details – Purchaser to Complete

Name of individual or company (as applicable)
Registered address
Company number (if applicable)
VAT number (if applicable)