Date: 31st March 2014
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.
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.
“Data” means all
information which you supply to us in connection with our Service.
“Order Form” means
any order form or similar document which incorporates these terms and
“Personal Data” is
as defined in the Data Protection Act 1998.
applicable laws, regulations or codes of conduct.
our online service for timesheets, expenses, employee leave-tracking as well as
any other related services.
Changes to the terms and conditions
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.
Use of our Service
We grant you a
limited right to use our Service subject to these terms and conditions.
communicate with us on behalf of a company / organisation, you promise that you
have authority to enter this contract on behalf of that entity.
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.
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.
It is your
responsibility to ensure that all Data is and remains accurate.
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).
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:
information generated by our Service is to verify that it is accurate and
suitable for your purposes, before you rely on it; and
make your own
regular backups of your Data.
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.
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.
You must comply
with any guidelines or requirements specified on our Service or which we notify
to you in connection with the Service.
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.
We reserve the
right to irretrievably delete any Data following cancellation of this agreement.
Service level agreement (“SLA”)
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.
The above guarantee excludes downtime resulting from:
planned maintenance not exceeding 2 hours in the Period;
actions or omissions by you or others authorised on your behalf;
denial of service, hacking or other malicious activities; or
networks or equipment not owned or managed by us
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.
include support only if and insofar as specified in these terms and conditions
or on our website.
stated on our website, telephone and email support shall be available only
between 9am and 5pm UK time excluding weekends and English public holidays.
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.
We shall not in
any event be obliged to supply support:
in respect of
faults or problems directly or indirectly arising from:
incorrect use of
services not supplied by us (e.g. your web browser); or
any cause external
to the Service;
where you or any
third party not authorised by us has modified any relevant software or otherwise
attempted to resolve the problem; or
if any fees due to
us are unpaid.
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.
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
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.
The terms relating
to payment set out below are subject to any different terms set out in any
applicable Order Form.
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.
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).
Prices exclude VAT
or other sales tax unless otherwise stated.
You must make all
payments without any set-off, counterclaim and/or any other deduction.
If any amount due
to us is unpaid, we may:
additional administration costs; and/or
(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;
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.
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.
Period of contract and cancellation
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.
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):
you may at any
time cancel this agreement by giving 30 days notice by email or letter;
we may at any time
cancel this agreement by giving 30 days notice by email; and
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.
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.
We may cancel this
agreement where otherwise stated in this agreement.
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.
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.
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
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.
In no event
(including our own negligence) will we be liable for any:
(including, without limit, loss of revenues, profits, contracts, business or
loss of goodwill or
special, indirect or
consequential losses; or
damage to or loss of data
(even if we have been advised of the possibility
of such losses).
You will indemnify
us against all third party claims and liabilities directly or indirectly related
to your breach of 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.
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.
Intellectual property rights
We warrant and
represent that all intellectual property rights in connection with the Service
are wholly owned by ourselves or our licensors.
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
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
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.
Both parties agree
to comply with all applicable data protection laws in connection with this
You are the data
controller and we are the data processor in connection with any Personal Data
included within the Data.
Insofar as we
process any Personal Data on your behalf as data processor, we agree that:
we shall do so only in
accordance with this agreement or your written instructions, and
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.
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.
This clause does
not apply to Content which:
enters the public
domain other than through breach of this clause;
is or becomes
independently known to the receiving party free from any confidentiality
is required to be
disclosed by Regulation or competent authority;
disclosed to employees, suppliers or others for the proper performance of the
disclosed to professional advisers; or
we are otherwise
permitted to disclose in accordance with this agreement.
“Act of God”
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
We may send any notices in
accordance with the most recent contact information which you have provided to
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).
In the event of any
inconsistency between a relevant Order Form and these terms and condition, the
Order Form shall prevail.
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.
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.
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.
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.
Nothing in this agreement shall
be construed as creating a partnership or joint venture of any kind between us.
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.
These terms and
conditions shall be governed by English law and any disputes will be decided
only by the courts of the United Kingdom.