ANFOLD SOFTWARE LTD TERMS AND CONDITIONS

FOR TIMESHEET PORTAL SERVICES

 

Effective Date: 31st March 2014

Version 1.5

 

 

1.                  Introduction

1.1              The Timesheet Portal service and website is owned and operated by Anfold Software Ltd. We are registered in the UK (technically “England & Wales”) under number 6784037. Our registered office and trading address is at 1st Floor, 164 New Cavendish Street, London W1W 6YT. Our other contact details are specified on our website. Our VAT number is GB972830303.

 

1.2              Please read these terms and conditions carefully. They cancel and replace any previous versions. By registering on or using or contracting for our Service (as defined below) you agree to be bound by these terms and conditions. You undertake to procure that all your authorised users comply with these terms and conditions.

 

2.                  Definitions

2.1              “Data” means all information which you supply to us in connection with our Service.

2.2              “Month” means calendar month.

2.3              “Order Form” means any order form or similar document which incorporates these terms and conditions.

2.4              “Personal Data” is as defined in the Data Protection Act 1998.

2.5              “Regulation” means applicable laws, regulations or codes of conduct.

2.6              “Service” means our online service for timesheets, expenses, employee leave-tracking as well as any other related services. 

 

3.                  Changes to the terms and conditions

3.1              We may change these terms and conditions by posting the revised version on our website for at least 1 calendar month before they become effective. We will also notify you by email or through an onscreen system message at least 2 weeks before the revised terms commence. You will be bound by the revised agreement if you continue to use our Service following the effective date.

 

4.                  Use of our Service

4.1              We grant you a limited right to use our Service subject to these terms and conditions.

 

4.2              Where you communicate with us on behalf of a company / organisation, you promise that you have authority to enter this contract on behalf of that entity.

 

4.3              It is your responsibility to satisfy yourself that our Service complies with any relevant employment-related or other Regulation to which you are subject and that our Service is otherwise suitable for your purposes.

 

4.4              You agree that in connection with the Service you will not breach any Regulation or infringe any rights of others. You agree that will not supply any Data which is fraudulent, offensive, vulgar, racist, abusive or similarly inappropriate.

 

4.5              It is your responsibility to ensure that all Data is and remains accurate.

 

4.6              For the avoidance of doubt, we are not responsible for checking or updating your Data even if we have reason to think that Data is or has become incorrect (for example because of an email bounce back message or a bug in our software).  

 

4.7              We will take reasonable care in the provision of our Service but we cannot guarantee that our Service will be uninterrupted and error free or that our Service will be accessible at any particular time or that Data will not be lost, for whatever reason. Potential problems include (but are not limited to) faults of third party internet service or telecommunications providers or temporary downtime of our Service. It is your responsibility to:

4.7.1        check any information generated by our Service is to verify that it is accurate and suitable for your purposes, before you rely on it; and

4.7.2        make your own regular backups of your Data.

 

4.8              We reserve the right (but do not undertake) to reject, suspend, alter, remove or delete Data or to disclose to the relevant authorities any Data if it breaches our terms and conditions or it is necessary to protect us or others or where we have reasonable grounds for believing that a criminal act has been committed) or if we are required to do so by law or appropriate authority, without notice. 

 

4.9              Any information which we ourselves make available on or in connection with our Service is intended for very general guidance but we cannot guarantee that it is accurate or up to date. Before acting on such information, you must make your own appropriate enquiries including as to its accuracy and suitability for your purposes and take appropriate professional or other advice. You rely on such information at your own risk.

 

4.10          You must comply with any guidelines or requirements specified on our Service or which we notify to you in connection with the Service.

 

4.11          We are entitled to temporarily suspend the Service for repair, maintenance, improvement or other technical reason at any time. If so, we will use reasonable endeavours to ensure that the suspension is for the shortest period possible. 

 

4.12          We reserve the right to irretrievably delete any Data following cancellation of this agreement.

 

5.                  Service level agreement (“SLA”)

5.1              Subject to the other terms of this SLA, we guarantee that the Service shall be available (meaning able to send and receive data) for at least 99.8% of the time measured over any six month period (“the Period”).  Downtime is calculated from the time when you notify us of an interruption to the Service until the time when the Service is restored.

 

5.2              The above guarantee excludes downtime resulting from:

5.2.1        planned maintenance not exceeding 2 hours in the Period;

5.2.2        actions or omissions by you or others authorised on your behalf;

5.2.3        denial of service, hacking or other malicious activities; or

5.2.4        networks or equipment not owned or managed by us

 

5.3              If guaranteed availability is not achieved in any Period and you notify us thereof by email or in writing within 30 days of the end of the Period, we will credit you as follows. For each four hour (or fraction thereof) period of downtime, we will provide you with a discount of two percent in the charge applicable to the Month or other billing period in which the downtime occurred, with a maximum of 25% discount for each billing period. This is your sole remedy for breach of the SLA.

 

6.                  Support

6.1              The Services include support only if and insofar as specified in these terms and conditions or on our website.

 

6.2              Unless otherwise stated on our website, telephone and email support shall be available only between 9am and 5pm UK time excluding weekends and English public holidays.

 

6.3              We shall use reasonable endeavours to respond to urgent support queries within four business hours and to respond to non-urgent queries within one business day. A support query shall be treated as urgent if more than 30% of users are completely unable to use the Service. All other support queries shall be treated as non-urgent.

 

6.4              We shall not in any event be obliged to supply support:

6.4.1        in respect of faults or problems directly or indirectly arising from:

a)                  incorrect use of the Service;

b)                  products or services not supplied by us (e.g. your web browser); or

c)                  any cause external to the Service;

6.4.2        where you or any third party not authorised by us has modified any relevant software or otherwise attempted to resolve the problem; or

6.4.3        if any fees due to us are unpaid. 

 

7.                  Your account

7.1              Your account is non-transferable. Your account may only be used by users who have been authorised in accordance with any requirements specified by us. You must ensure that no more than one person uses each user account.

 

7.2              You must take reasonable care to protect and keep confidential your password and other account information and ensure that your authorised users do likewise. You must notify us immediately of any apparent breach of security such as loss, theft, misuse or unauthorised disclosure or use of a password. In such case you should also immediately amend your password via our Service. You are responsible for third parties who use your account or identity (unless and to the extent that we are at fault).

 

7.3              You acknowledge that all Data within the account is viewable by other users of the account in accordance with any permissions set by any account administrators who are authorised to modify permissions.

 

8.                  Payment

8.1              The terms relating to payment set out below are subject to any different terms set out in any applicable Order Form.

 

8.2              Prices are set out on our website, unless they are specified in any applicable Order Form, in which case the Order Form prices take precedence.

 

8.3              Invoices are sent by email at the end of the Month to which they relate and are payable within 30 days (or such alternative period as is shown on the invoice).

 

8.4              Prices exclude VAT or other sales tax unless otherwise stated.

 

8.5              You must make all payments without any set-off, counterclaim and/or any other deduction.

 

8.6              If any amount due to us is unpaid, we may:

8.6.1        charge reasonable additional administration costs; and/or

8.6.2        charge interest (both before and after judgment) on the amount unpaid at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998; and/or

8.6.3        suspend our Service; and/or

8.6.4        cancel this agreement. 

 

8.7              If you are a subscriber using automatic monthly billing, we reserve the right to charge your credit card for the charges incurred by your latest bill on a monthly basis. You will be notified by email of such charges at least 3 days in advance.

 

8.8              We will charge you for the total number of users on your account who have used any of your subscribed service modules during a calendar month. Subscription modules include Timesheets, Expenses and Leave Bookings.

 

9.                  Period of contract and cancellation

9.1              If you have opted for a free trial period, this agreement shall last until the end of the trial period unless you subscribe to the paid version of our Service.

 

9.2              In respect of the paid version of our Service, unless both parties have agreed to an alternative agreement period as stated in any applicable Order Form, the agreement continues indefinitely until cancelled as follows (or as otherwise expressly permitted in these terms and conditions):

9.2.1        you may at any time cancel this agreement by giving 30 days notice by email or letter;

9.2.2        we may at any time cancel this agreement by giving 30 days notice by email; and

9.2.3        we may at any time cancel this agreement immediately by giving  notice by email if you have not created a timesheet or taken any step that is chargeable for a period of three consecutive months.

 

9.3              We may at any time with or without notice suspend or cancel this agreement (at our option) if (1) you have breached our terms and conditions or (2) you suffer or threaten to suffer, any form of bankruptcy, insolvency, receivership, administrative receivership, administration, arrangement with creditors or you cease, or threaten to cease, to carry on business or (3) we are required to do so by law or appropriate authority.

 

9.4              We may cancel this agreement where otherwise stated in this agreement.

 

9.5              Following cancellation of this agreement, your registration for and right to use our Service are terminated. All clauses in this agreement which are stated or intended to continue after cancellation will continue to apply. You remain liable to pay any fees due as at the date of cancellation and there will be no refunds of any fees already paid.

 

10.              Liability

10.1          Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraudulent misrepresentation or for anything which may not legally be excluded or limited.

 

10.2          Except in case of emergency, you must give us a reasonable opportunity to remedy any matter for which we are potentially liable before you incur any costs remedying the matter yourself.

 

10.3          Our total aggregate liability of any kind (including our own negligence) with respect to our Service is limited to the total fees payable by you to us in the 12 months before the event(s) complained of.

 

10.4          In no event (including our own negligence) will we be liable for any:

10.4.1    economic losses (including, without limit, loss of revenues, profits, contracts, business or anticipated savings);

10.4.2    loss of goodwill or reputation;

10.4.3    special, indirect or consequential losses; or

10.4.4    damage to or loss of data

(even if we have been advised of the possibility of such losses).

 

10.5          You will indemnify us against all third party claims and liabilities directly or indirectly related to your breach of this agreement.

 

10.6          This agreement constitutes the entire agreement between us with respect to its subject matter and supersedes any previous communications or agreements between us. We both acknowledge that there have been no misrepresentations and that neither of us has relied on any pre-contractual statements. Liability for misrepresentation relating to the terms of this agreement is excluded.

 

10.7          To the extent allowed by law, you and we exclude all terms, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement.

 

11.              Intellectual property rights

11.1          We warrant and represent that all intellectual property rights in connection with the Service are wholly owned by ourselves or our licensors.

 

11.2          You may use the Service for reasonable personal purposes including input, modification, storage and backup of your Data. You may not otherwise retrieve, display, modify, copy, print, sell, download, hire or use our Service without our specific prior written consent.

 

11.3          You must not reverse-engineer or decompile any of our software in any way (except to the extent allowed by applicable law). You must not create or use a modified or derivative version of our software or distribute or sublicense our software to third parties.  You must take reasonable steps to ensure that our software is not disclosed to any third party.

 

11.4          Unless otherwise agreed by the parties in writing, we retain full ownership of intellectual property rights in respect of any modifications to the Service whether or not such modifications were created at your request. Where we create a modification to the Service at your request, we reserve the right to charge for the work involved in creating such modification and/or for the use of such modification but subject to agreement between you and us.

 

12.              Personal Data

12.1          Both parties agree to comply with all applicable data protection laws in connection with this agreement.

 

12.2          You are the data controller and we are the data processor in connection with any Personal Data included within the Data.

 

12.3          Insofar as we process any Personal Data on your behalf as data processor, we agree that:

12.3.1    we shall do so only in accordance with this agreement or your written instructions, and

12.3.2    we will at all times have appropriate technical and organizational measures in place to protect all such Personal Data against unauthorised or unlawful processing, accidental loss, destruction or damage and that, having regard to the state of technological development and the cost of implementing any measures, the measures shall ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and to the nature of the data to be protected.

 

13.              Confidentiality

13.1          We both agree that during the period of this agreement and indefinitely thereafter we will not use for any purpose apart from this agreement, or disclose, any Confidential Data received from the other party. “Confidential Data” means information identified as, or which clearly is intended to be, confidential.

 

13.2          This clause does not apply to Content which:

a)             enters the public domain other than through breach of this clause;

b)             is or becomes independently known to the receiving party free from any confidentiality restriction;

c)             is required to be disclosed by Regulation or competent authority;

d)             is reasonably disclosed to employees, suppliers or others for the proper performance of the agreement;

e)             is reasonably disclosed to professional advisers; or

f)              we are otherwise permitted to disclose in accordance with this agreement.

 

14.              “Act of God”

14.1          Neither you nor we are liable for failure to perform or delay in performing any obligation (excluding payment) under this agreement if the failure or delay is caused by any circumstances beyond your or our reasonable control including those caused by third party internet service or telecommunications providers. If our Service is unavailable for more than 14 consecutive days, you are entitled to cancel this agreement.

 

14.2     Notices

14.2.1   We may send any notices in accordance with the most recent contact information which you have provided to us.

 

14.2.2   Any notice required by this agreement to be given by any party in writing may be given by hand or sent (by special delivery within the UK or by international signed for post outside the UK) to another party at its registered office or such other address as that party may notify to the other party for this purpose from time to time or by fax (provided a transmission slip is retained), or by email (provided that the email has not been returned).

 

14.3     General

14.3.1   In the event of any inconsistency between a relevant Order Form and these terms and condition, the Order Form shall prevail.

 

14.3.2   If any part of this agreement is deemed void or ineffective for any reason, the offending words shall be deemed deleted and the remainder shall continue in full force.

 

14.3.3   We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

 

14.3.4   The failure to exercise or delay in exercising a right or remedy under this agreement shall not constitute a waiver of the right or remedy.

 

14.3.5   We may assign (i.e. transfer) all or part of our rights or duties under this agreement. As this agreement is personal to you, you may not assign any of your rights or duties under it without our prior written consent.

 

14.3.6   Nothing in this agreement shall be construed as creating a partnership or joint venture of any kind between us.

 

14.3.7   A person who is not a party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement except insofar as expressly stated otherwise.

 

15.              English law

15.1          These terms and conditions shall be governed by English law and any disputes will be decided only by the courts of the United Kingdom.