Address: Unit 11 Roebuck Way, Knowlhill, Milton Keynes MK5 8HL
Telephone: +44 (0)870 429 6421 or +44 (0)800 088 7364
Fax: 01908 218300
In this contract:
• ‘We’, ‘us’ or ‘our’ means E-File-UK Limited; and
• ‘You’ or ‘your’ means the person buying and/or using the Services supplied by us.
• ‘Services’ means access to the cloud based software (namely the E-File Docs software or Docs software) to store and access electronic files.
1.1 If you use and/or subscribe to the Services from us you agree to be legally bound by this contract. You may also be legally bound by:
1.1.1 our terms and conditions relating to scanning services: https://www.efile.co.uk/scanning-bureau-terms/;
1.1.2 our terms and conditions relating to the supply of scanners: https://www.tradescanners.com/terms/.
1.2 No customer terms or conditions endorsed on, delivered with or contained on any purchase conditions, order, confirmation of order or other document shall form part of the contract between us and you, except to the extent that we otherwise agree in writing.
2 Your privacy and personal information
3 Ordering the Services from us
3.1 Any quotation given by us before you make an order for the Services is not a binding offer by us to supply such Services.
3.2 When you decide to place an order for the Services with us, this is when you offer to use and/or subscribe to use such Services supplied by us.
3.3 Please read and check your order carefully before submitting it. However, if you need to correct any errors you can do so before submitting it to us. In any event, before you place your order you must check that the hardware and software requirements of your computer or device mean that you can use the Services.
3.4 When you place your order with us, we will acknowledge by email. This acknowledgement does not, however, mean that your order has been accepted.
3.5 We may accept or reject your request to supply the Services at our discretion. We will contact you to say if we do not accept your order. Rejection by us, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by you.
3.6 We will only accept your order when we confirm this to you by email which shall confirm the cost for the Services, when you must pay for the services (i.e. on a monthly, quarterly or annual basis) and the term of the contract (Confirmation Email). At this point:
3.6.1 a legally binding contract will be in place between you and us; and
3.6.2 we will start to supply the Services in the way you and we have agreed.
3.7 Your subscription to the Services shall automatically renew for a further term of 12 months at the end of your existing term unless you have served us with written notice to terminate the contract in accordance with clause 9.4.
4 Supply of the services
4.1 Our supply of the Services may be affected by events beyond our reasonable control. If so, there might be a delay before we can resume the Services, having made reasonable efforts to limit the effect of any of those events and having kept you informed of the circumstances, but we will try to resume the Services as soon as those events have been resolved.
4.2 We shall not be liable for any delay in or failure of performance caused by:
4.2.1 your failure to provide us with adequate instructions for performance and supply of the Services; or
4.2.2 an event of force majeure (being an event or sequence of events beyond our reasonable control including, but not limited to, fire, flood, natural disaster, pandemic, interruption or failure of supplies of power or breakdown of systems or network access).
4.3 The Services:
4.3.1 are non-exclusive to you and we may supply the same Services to other users;
4.3.2 may not be changed by you (which means, in particular, that you are not allowed to adapt, reverse-engineer or decompile, or try to extract the source code);
4.3.3 may not be distributed or sold by you to any third party; and
4.3.4 includes any updates (subject to your subscription plan).
5 Charges and payment
5.1 The charges for the Services will be subject to your subscription plan and in any event will be confirmed by us in the Confirmation Email. We reserve the right to increase any charges by giving you not less than 30 days’ notice in writing before the end of your term of our intention of increase any charges for the Services.
5.2 If your payment is not received by us under clause 5.1, we may charge interest on any balance outstanding at the rate of 5% per year above HSBC Bank Plc’s base rate.
5.3 The price of the Services:
5.3.1 is in pounds sterling (£)(GBP); and
5.3.2 excludes VAT at the applicable rate unless otherwise stated.
5.4 You shall pay all sums that you owe to us under the contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
6 Right to cancel
6.1 This clause 6 applies to consumers only and shall not for the avoidance of doubt apply to any business customers.
6.2 You have the right to cancel this contract within 14 days without giving any reason.
6.3 The cancellation period will expire after 14 days from the day of the conclusion of the contract.
6.4 To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement in writing (e.g. a letter sent by post, fax or email) using the contact details at the top of this contract. We will communicate to you an acknowledgement of receipt of such a cancellation without delay.
6.5 To meet the cancellation deadline, you must send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
7 Nature of the Services
7.1 We warrant that the Services shall:
7.1.1 be free from material defects;
7.1.2 be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982; and
7.1.3 be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
7.2 When we supply the Services:
7.2.1 we will use reasonable efforts to ensure that it is free from defects, viruses and other malicious content;
7.2.2 we do not promise that it is compatible with any third party software or equipment except where we have expressly stated that it is; and
7.2.3 you acknowledge that there may be minor errors or bugs in it.
7.3 In order to avoid faults in the Services, you must:
7.3.1 install any fixes, updates, upgrades and new versions as soon as reasonably possible after we tell you that they are available to be downloaded; and
7.3.2 use it only on the recommended third party software and equipment as expressly stated by us.
8 Intellectual Property Rights
8.1 Any intellectual property rights in the software and/or the Services are owned by us and our licensors and shall remain the property of us or our licensors.
8.2 We and our licensors reserve all our intellectual property rights (including, but not limited to, all copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind), whether registered or unregistered, anywhere in the world.
9.1 We may terminate the contract and, therefore, the supply of the Services at any time by giving 14 days’ notice in writing to you if:
9.1.1 you commit a material breach of this contract and such breach is not remediable;
9.1.2 you commit a material breach of this contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach; or
9.1.3 you have failed to pay any amounts due under this contract on the due date and such amounts remain unpaid within 30 days after we have given you notice that the payment is overdue.
9.2 In relation to business customers only, we may terminate the contract at any time with immediate effect by giving you notice in writing if you:
9.2.1 are unable to pay your debts either within the meaning of section 123 of the Insolvency Act 1986 or we reasonably believe that to be the case;
9.2.2 become subject of a company voluntary arrangements under the Insolvency Act 1986;
9.2.3 have a receiver, manager, administrator or administrative receiver appointed over all or any part of your undertaking, assets or income;
9.2.4 have a resolution passed for your winding up;
9.2.5 have a petition presented to any court for your winding up or an application is made for an administration order or any winding up or administration order is made against you;
9.2.6 suspend or cease, or threaten to suspend or cease, to carry on all or a substantial part of your business; or
9.2.7 have a freezing order made against you.
9.3 Termination or expiry of the contract shall not affect any accrued rights and liabilities of us, including to receive or recover any monies which you owe to us under this contract.
9.4 You may terminate this contract by contacting us in writing and by giving us at least 30 days’ notice before the end of your contract term. You must ensure that all your information has been downloaded within 30 days after the end of your term otherwise such information will be permanently deleted.
10 Confidential information
10.1 We agree to keep any information of a confidential nature uploaded to the Services as confidential for the duration of the term of your contract (and whilst such confidential information remains uploaded to the Services), unless the confidential information:
10.1.1 is, or was already known or available to us, otherwise than pursuant to or through breach of any confidentiality obligation owed by us to you;
10.1.2 is, or becomes, in the public domain other than through any breach of any confidentiality obligation owed by us to you; or
10.1.3 is required to be disclosed by law, any court, any governmental, regulatory or supervisory authority.
11 Limit on our responsibility to you
11.1 Subject to clauses 11.2 and 11.3, our total liability shall not exceed the sum of £1,000,000.00.
11.2 We shall not be liable for consequential, indirect or special losses.
11.3 Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury) or arising under applicable laws relating to the protection of your personal information, we are not legally responsible for any:
11.3.1 losses that:
(a) were not foreseeable to you and us when the contract was formed;
(b) were not caused by any breach on our part;
11.3.2 business losses (including, but not limited to, loss of profit, loss of opportunity and harm to reputation or loss of goodwill);
11.3.3 losses to non-consumers;
11.3.4 loss of use; and
11.3.5 loss or corruption of data.
12.1 We will try to resolve any disputes with you quickly and efficiently.
12.2 If you are unhappy with:
12.2.1 the Services;
12.2.2 our service to you generally; or
12.2.3 any other matter,
please contact us as soon as possible.
12.3 If you and we cannot resolve a dispute using our internal complaint handling procedure, we will let you know that we cannot settle the dispute with you.
13.1 If any provision of the contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the contract shall not be affected.
13.2 If any provision of the contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable.
14.1 No failure, delay or omission by us in exercising any right, power or remedy provided by law or under the contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
14.2 No single or partial exercise of any right, power or remedy provided by law or under the contract by us shall prevent any future exercise of it or the exercise of any other right, power or remedy by us.
15 Third party rights
15.1 No one other than a party to this contract has any right to enforce any term of this contract under the Contracts (Rights of Third Parties) Act 1999.
16 Governing law and jurisdiction
16.1 The contract between us and you and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
16.2 The parties irrevocably 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, the contract, its subject matter or formation (including non-contractual disputes or claims).