TERMS & CONDITIONS
This Web site spreadsheetsolutions.biz (“the Site”) is owned and operated by Sumcor Limited (Trading as Spreadsheet Solutions) (“us”, “our” or “we”). Sumcor Limited is a limited liability company incorporated in England and Wales with Registered Number 08480572 and whose Registered Office is at 20-22 Wenlock Road, London, N1 7GU, UK.
This document is only available in English.
The following constitutes a legal agreement between a visitor (“you”) and us with respect to our website service, the terms of which are set out below. You must be at least 18 years of age to agree to and enter into this Agreement on your own behalf and to register for use of this Site. If you are under 18 but at least 15 years of age, you must present this Agreement to your parent or legal guardian. Children under the age of 15 may not register on this Site, and parents or legal guardians may not register on their behalf.
By accessing or using our site, you agree to the following terms and conditions. You should review these terms and conditions regularly as they may change at any time at our sole discretion. If you do not agree to any term or condition, you should not access or otherwise use our sites. The following terms and conditions apply to all of our Web sites, including any Web sites owned, operated or sponsored by any of our subsidiaries or affiliates. “Content” refers to any materials, documents, images, graphics, logos, design, audio, video and any other information provided from or on our Web sites.
Accessing Our Site
Access to our Site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our Site without notice (see below). We will not be liable if for any reason our Site is unavailable at any time or for any period.
Whilst we will utilise anti-virus protections, it is your obligation to ensure that any use you make of our Site is free of any virus, Trojan horse, worm or any other items of a destructive nature. You will not hold us responsible for any damages that result from you accessing the Site (including any software or systems you use to access the Site);
You will not attempt or permit or encourage others to attempt to copy or make use of any intellectual property appearing on our Site for any commercial use or in any manner that would constitute an infringement of our copyright.
Variations in computer, browser and operation will create differences in visual layout and usability of the Site. We have given due care and attention to minimising these differences, but cannot be held responsible for specific operational differences.
Misuse of the Site
You will only use the Site for the purposes referred to in this Agreement and not access the Site or use information gathered from it to send unsolicited emails.
You agree to indemnify and hold harmless us, our directors, employees and consultants from and against any and all claims, losses, demands, causes of action and judgments (including solicitors’ or attorneys’ fees and court costs) arising from or concerning any breach by you of this Agreement and/or these Terms and Conditions for your use of the Site and you agree to reimburse us on demand for any losses, costs or expenses we incur as a result thereof.
Third Party Websites
We may provide hyperlinks or pointers to other Web sites maintained by third parties or may provide third party content on our Web site by framing or other methods. The links to third party Web sites are provided for your convenience and information only. The content in any linked Web sites is not under our control so we are not responsible for the content, including any further links in a third party site. If you decide to access any of the third party sites linked to our Web site, you do this entirely at your own risk. It is up to you to take precautions to ensure that the third party you link to for your use is free of computer viruses, worms, trojan horses and other items of a destructive nature.
We reserve the right to terminate a link to a third party Web site at any time. The fact that we provide a link to a third party Web site does not mean that we endorse, authorize or sponsor that Web site. It also does not mean that we are affiliated with the third party Web site’s owners or sponsors.
If a third party links to our Web site, it is not necessarily an indication of an endorsement, authorization, sponsorship, affiliation, joint venture or partnership by or with us. In most cases, we are not aware that a third party has linked to our Web site.
We welcome ‘hot links’ to the Site, but not ‘deep linking’ by which we mean that you may not include a link to our Site, or display the contents of our Site, surrounded or framed or otherwise surrounded by content not originating from us without our consent. Any unauthorized framing of or linking to the Site will be investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive redress and may result in the termination of this Agreement or other remedies as set out in this Agreement.
You may not transfer or otherwise deal with your rights and/or obligations under these Terms and Conditions.
We may sub-contract, transfer or otherwise deal with our rights and/or obligations under these Terms and Conditions in whole or in part.
Our liability for losses you suffer as a result of us breaking this agreement is strictly limited to the purchase price of the Product you purchased.
We will not be liable for errors or omissions on the Site nor for loss or damage suffered by you as a result of any unavailability of the Site or by any use by you or reliance placed on the Site or its contents including any damage caused to your computer or otherwise howsoever, or any direct, indirect or consequential loss or loss of data.
We shall not be liable to you for the failure of any equipment, data processing system or transmission link and will not be liable to you as a result of any down-time which may occur upon the Site.
The Site is provided “as is” and you acknowledge that despite our reasonable endeavours the Site may contain bugs, errors and other problems (including, but not by way of limitation) infection by viruses (despite anti-virus protections which may be incorporated) or anything else which may cause contamination or destruction of any sort that may cause system failures. Notwithstanding, we will use all reasonable endeavours to correct any errors and omissions as quickly as practicable after being notified by email.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently the Site (or any part thereof) without notice to you and without any liability to you or to any third party.
Intellectual Property Right
All intellectual property content on the Site including, without limitation trademarks, button icons, logos, graphics and images is owned by us and is protected by International Copyright laws. Your use of them is governed by this Agreement, certain end-user licence agreements, and applicable law.
You will infringe our rights if you copy or reproduce any part of the Site save for:
– a temporary copy of any part of the Site which is automatically made or retained by your browser as you browse the Site; or
– you printing out a copy of the Terms and Conditions which we would request you to do; or
– your own personal use provided that:
– no documents or related graphics on the Site are modified in any way;
– no graphics on the Site are used separately from the corresponding text; and
– the Company’s copyright and trade mark notices and this permission notice appear in all copies.
Other than for the above four exceptions you must not copy the intellectual property in question for any purpose.
For the purposes of this Clause “copy” and “copying” shall include non-literal copying as well as the copying of the structure and form of the Site and any elements within it.
To the extent that in a particular circumstance any disclaimer or limitation on damages or liability set out in this Agreement is prohibited by any law which is applicable, then, instead of the provisions hereof in such particular circumstance, we shall be entitled to the maximum disclaimers and/or limitations on damages and liability available at law or in equity by such applicable law and in no event shall such damages or liability exceed ten pounds (£10).
Concerning the Site:
You understand and agree that your use of the Site is at your own sole risk. The Site is provided “as is” and without warranty by us, and, to the maximum extent allowed by applicable law, we expressly disclaim all warranties, express or implied including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, and any warranty of non-infringement. We do not warrant, guarantee, or make any representations regarding the use or the results of the use of the Site with respect to performance, accuracy, reliability, security capability or otherwise. You will not hold us responsible for any damages that result from you accessing (including any software or systems you use to access) the website service or using the Site including, but not limited to, infection by virus, damage to any computer, software or systems or portable devices you use to access the same. No oral or written information or advice given by any person shall create a warranty or a representation from us.
We make no warranty that any particular device or software you use will be compatible with this Site. It is your sole responsibility to ensure that your system(s) will function correctly with this Site.
Third Party Rights
This Agreement is only for the benefit of you and us and no other person can claim a benefit from this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999 which Act shall not apply to this Agreement.
Law & Legal Notices
This Agreement and any other terms or documents referred to herein represent your entire agreement with us with respect to your use of this Site. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. English Law governs this Agreement and your use of the Site, and you expressly agree that the English courts shall have exclusive jurisdiction over any claim or dispute between us or relating in any way to your account or your use of this Site.
TERMS & CONDITIONS OF SERVICES
Application of terms and conditions
1. In these terms and conditions “us”, “our” or “we” shall mean Sumcor Ltd trading as Spreadsheet Solutions and “you” or “your” shall mean the person or entity named as the client in our quotation, who is contracting to receive our Services.
2. By accepting our quotation and/or by making payment of any invoices we issue to you, you agree to our full terms and conditions contained on our website. You also agree that our terms and conditions apply to and are incorporated into any contract between us and you, to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. You should print or otherwise save a copy of these terms and conditions for your records. The Contract will commence on the date you accept our Services, and will continue until the sooner of the Services being provided and the Contract being terminated pursuant to the paragraph entitled ‘Termination’ below. If you continue to instruct us, you shall be deemed to have agreed to our terms and conditions.
3. We reserve the right to vary our terms and conditions at any time upon notice to you.
Provision of Services
4. We shall provide you with the Services as set out in our quotation and any accompanying documents, or as agreed in subsequent email correspondence between us and you. A deposit of up to 25% may be requested, before commencement of work, for Pay As You Go clients.
5. Our normal office hours are 9am to 5pm Monday to Friday (excluding Bank Holidays). If you request services outside of these hours, we reserve the right to charge an additional 50% of the fees.
6. For reasons of safety and insurance, personal visits to our premises are not permitted. Any and all necessary face-to-face meetings will be held at an alternative location.
7. All of the time that we spend working on the Services including, without limitation, research, administration and communication (whether by telephone, email or otherwise) will be chargeable at the applicable hourly rate or included in the retainer hours (as the case may be).
8. Work will be presented using Microsoft Office applications or Adobe Acrobat (PDF).
Spreadsheets (or software) downloaded from our website or purchased from us
9. The initial deposit payment covers only the cost for us to set up and conduct a prototype worksheet demonstration to you. The balance of payments is to purchase the file from us.
10. You may receive our online presentation of the spreadsheet(s) (usually via Skype) to demonstrate the attainment of the Scope of Work. Once you are satisfied that our spreadsheet(s) satisfies the Scope of Work, instructions, and parameters, you will then be liable to pay the balance. The full payment is specifically for the use of our spreadsheet(s).
11. Once you have paid us in full, you accept the spreadsheet(s) as a complete satisfaction and realisation of the entire Scope of Work, instructions and parameters presented to us.
12. You additionally assume all responsibility and liability for testing the functionality, validity, and accuracy of the spreadsheet(s) and hold us harmless for any liability or damages arising from use of the spreadsheet(s) developed by us.
13. Included at no additional charge with the purchase of the spreadsheet(s), we will debug and correct any functionality issues arising from your due diligence review and testing of the spreadsheet(s) within the framework of the original Scope of Work for 30 calendar days from the date payment is received.
14. We specifically offer no warranty or guarantee to the functionality, validity, or accuracy of the spreadsheet(s).
15. At no stage will we refund any money for payments made on invoice.
16. Redistribution of software and/or spreadsheet(s) created by us is prohibited. You are not permitted to send any spreadsheet(s) created by us to any other company or individual without our permission.
Charges, expenses and invoicing
17. In consideration of us providing the Services to you, you shall pay to us the charges set out in our quotation or as agreed in subsequent email correspondence between us and you. Any order(s) arising out of our quotation will result in you being liable for all the invoices listed on our quotation. Any additional work will result in an additional invoice(s) being due.
18. If your original requirements change, we reserve the right to change our original quotation, following suitable consultation with you.
19. We shall submit invoice(s) to you for the charges for the Services and you shall pay each invoice, in full and in cleared funds, within 14 calendar days of the date of the invoice to the bank account specified on the invoice, by BACS transfer.
20. If the Services are being provided as part of a retainer, payment for each month is due monthly in advance and invoices will be delivered accordingly. Otherwise, we shall invoice you as soon as practicable after the last day of each month.
21. Without prejudice to any other right or remedy, if you fail to pay the invoice on the due date, we may charge interest on the sum from the due date for payment at the annual rate of 8% accruing daily and being compounded quarterly until payment is made, whether before or after any judgement, and you shall pay the interest immediately on demand. Any and all costs incurred for chasing and/or recovering the outstanding payment will be added to your account. We reserve the right to halt services and not to return work if invoices are not paid timeously.
22. You shall reimburse us for all hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by us in providing the Services. These expenses shall be detailed in your invoice and we may invoice you for such expenses at such times as we think appropriate.
23. All stationery, materials, postage and other administrative costs reasonably incurred by us as part of the provision of the Services will be invoiced at cost in addition to our stated charges.
24. Our charges for time spent are calculated in 15 minute units using hourly rates.
25. All charges will be reviewed on the 1st of May each year and you will be notified in writing of any new charges.
26. Although every effort will be made to ensure a reliable service, if we are prevented from or delayed in performing our obligations by your act or omission (or of your agents, subcontractors, consultants or employees) or by any circumstance outside of our control, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
Copyright and Intellectual Property Rights
27. As between us and you, all Intellectual Property Rights and all other rights in any materials provided by us shall be owned by us. We license all such rights to you on a non-exclusive basis only to such extent as is necessary to enable you to make reasonable use of the Services.
28. All spreadsheets created by us are copyright to Sumcor Ltd, and will remain our product and intellectual property. We reserve the right to create other similar projects in the future.
29. You shall keep in strict confidence all know-how, processes or initiatives which are of a confidential nature concerning our business. We will keep confidential all information disclosed by you or your employees in relation to the provision of the Services.
30. Notwithstanding paragraph 29, we will be entitled to disclose confidential information relating to or belonging to you (i) if agreed in advance with you, (ii) to our insurers, (iii) to our auditors and other professional advisers appointed from time to time, (iv) to any employee, consultant or any person to whom we subcontract any of the Services and (v) to any other party to the extent required by law or regulation or a regulatory authority.
31. While we endeavour at all times to ensure the accuracy of the completed work supplied to you, it is your responsibility to verify its accuracy upon receipt and we shall not be liable for any inaccuracies or any losses directly or indirectly arising from such inaccuracies or negligence.
32. Relating to our Virtual Assistant Services: any errors notified to us within 5 business days of completion will be rectified by us free of charge. After 5 business days it shall be deemed that the work has been accepted by you as being free of errors and omissions. Errors or omissions reported after 5 business days will still be corrected, but the additional time spent will be charged to you.
33. We shall not, under any circumstances, be liable for any consequential or indirect loss of any type suffered by you.
34. Nothing in our terms and conditions excludes our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation or for any other liability which cannot be excluded or limited by applicable law.
35. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
36. We shall not be liable for any loss, damage or theft of any data, materials, projects, equipment or any items relating to the Services.
37. We will not be held liable or responsible for the end use of (i) any documents or work carried out by us, (ii) any documents or materials produced or edited by us on your behalf. We retain the right to reject work which involves material we feel is illegal, immoral, objectionable, or which violates our conscience and/or beliefs.
38. You agree that we may communicate with you by email sent without encryption over the internet. We shall not be responsible for the security of correspondence and documents sent by email. We shall not be responsible for any loss or damage arising from unauthorised interception, re-direction, copying or reading of emails, including any attachments, nor shall we be responsible for the effect on any computer system (or any loss or damage arising from any such effect) of any emails, attachments or viruses which may be transmitted by this means. Although we take reasonable precautions, we cannot guarantee that all electronic data is virus free. By accepting our terms and conditions, you give informed consent to enable us to communicate with you on confidential matters by email, unless you have asked us not to do so.
39. Without prejudice to any other rights or remedies to which either us or you may be entitled, either us or you may terminate the Contract without liability to the other if:
a. the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 calendar days of that party being notified in writing of the breach; or
b. an order is made, or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
c. an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
d. a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or
e. the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or
f. the other party ceases, or threatens to cease, to trade; or
g. the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
40. Where we are providing Services on a monthly retainer basis, you may terminate the Contract by providing us with 1 months’ written notice, [such notice not to be served before the expiry of 4 months from the date of commencement of the Contract. Otherwise, you may terminate the Contract at any time on 1 months’ written notice to us].
41. On termination of the Contract (howsoever caused) we will charge you for all of the work completed by us up to the date of termination on a pro-rata basis and any cost incurred by us in concluding or transferring the matter.
42. Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.
43. We will not be obliged to retain documents and information, or any other materials provided by you to us, after termination of the Contract and we accept no liability or responsibility for any loss or damage caused by our failure to retain files and/or documents after such termination and are authorised by you to destroy the files and/or documents after such time.
44. During or after completion of the Services, you agree that we shall be entitled to retain and use for our own purposes copies of all documents created or used by us during the provision of the Services.
45. You agree that we shall be entitled to retain all files and documents created or used by us during the provision of the Services until our fees and disbursements have been paid in full.
Assignment and subcontracting
46. We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party or agent.
47. You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under the Contract.
48. A waiver of any right under the Contract is only effective if it is mutually agreed upon in writing, and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
No partnership or employment
49. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between us and you, nor constitute either us or you the agent of another party for any purpose. Neither us or you shall have authority to act as agent for, or to bind, the other in any way.
50. It is understood by the parties that we an independent contractor, with respect to you, and not your employee. You will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for our benefit.
Third Party Rights
51. A person who is not a party to the Contract shall not have any rights under or in connection with it.
52. Our terms and conditions constitute the entire agreement between us and you. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the terms and conditions.
Governing Law and jurisdiction
53. Our terms and conditions are governed by the law of England and Wales and the English courts shall have exclusive jurisdiction to settle any dispute or claim that arises in connection with the provision of the Services.