1.1 About The Business Valuer
The Business Valuer is a trading name of Seproft Limited. Our postal address and registered office is at H5 Ash Tree Court, Nottingham Business Park, Nottingham NG8 6PY and our main e-mail address is firstname.lastname@example.org. We are a private limited company registered in England and Wales, with company number 02980891. VAT Reg No. 679 0503 17
1.2 About This Document
1.3 General Definitions
References in this document to The Business Valuer, Seproft, we, us, and our, are to Seproft Limited, references to you or your are to the person (including individuals, firms and companies and other organisations) visiting or using our website, registering for an account on our website, and/or purchasing goods or services from us, and references to our affiliates are to any ultimate holding company of ours, and to any companies in which our shareholders or the shareholders of any ultimate holding company hold any shares, and to any direct or indirect subsidiary of such company.
2. USE OF OUR WEBSITE
2.1 Business Use Only
In using our website and purchasing from us, you acknowledge and agree that you are acting for the purposes of your business.
2.2 Purchasing from us
Our website constitutes our invitation to do business with you, but it is not a binding legal offer from us. To purchase goods or services from us you should follow the ordering process on our website. All sales and supplies by us of software, goods and services are made subject to our sales terms set out at Clause 4 below.
2.3 Accuracy of Content
We make all reasonable efforts to ensure that the information on our website is accurate, complete and up to date at the time of your visit. However, there may be errors which we have failed to notice. We have the right to correct these errors and to cancel any orders or contracts made on the basis of these errors, without liability to you, but if we seek to correct any error, we will give you an opportunity to cancel your order.
2.4 Intellectual Property
You acknowledge that we own the copyright, trademarks and all other intellectual property rights in our trade marks, trading names and logos, including the name The Business Valuer, and in our website and its contents, and in all software, goods and services we supply. You may not use our trade marks, trading names and logos; and, except for the purposes of viewing our website and purchasing through our website, you may not use, download, copy, publish, transmit, or distribute any content from our website.
2.5 External Websites
We accept no responsibility or liability for the content or operation of websites which link to our website or which we may link to.
2.6 Use at your own risk
You use our website and rely upon its content at your own risk, and we assume no duty of care and we accept no liability whatsoever (including for our negligence) with respect to the contents of our website.
3. YOUR ACCOUNT
3.1 Usernames and Passwords
It is your responsibility to keep your username and password for your account confidential. You shall be answerable for all use and misuse made of your username and password and account, and you agree that all orders submitted using your username, password and account, and all resulting supply contracts, will be binding on you, except that you will not be answerable for any unauthorised use of your username and password made by us or our employees and sub-contractors.
You may terminate your account with our website at any time by e-mailing or writing to us.We may terminate your account with our website at any time without notice to you.
4. SALES TERMS
In addition to the rest of these website and business terms, the following terms apply to all orders and contracts for the sale and supply of software, goods and services by us. Your terms of purchase are excluded.
4.2 Additional Definitions
In these website and business terms, order means any order you submit to us for the purchase of any goods or services, the supply contract means any contract for the sale or supply of software, goods and services by us which incorporates these website and business terms, including any contract resulting from any order you submit to us, the software, goods and services are those referred to in your order and any supply contract, and the start date is the date that we accept your order.
4.3 Distance Selling
As you are purchasing for business purposes, and not as a consumer, you acknowledge and agree that the Consumer Protection (Distance Selling) Regulations 2000 do not apply.
Your order to us is your legal offer to purchase the software, goods and services on these website and business terms. Your order is accepted, and the supply contract is made, when our website responds with a page confirming your order, without prejudice to any other laws governing acceptance and formation of the supply contract.
4.5 Refund Policy
Once you have submitted an order, you may not cancel the supply contract and we do not normally provided refunds. Refunds are made at the sole discretion of Seproft. We do not, however, exclude any liability we may have to give you a refund if we are in breach of our agreement with you.
4.6 Sale and Purchase
On acceptance of your order, we agree to sell and supply to you and you agree to purchase from us and take delivery of the software, goods and services ordered, on the following terms. All software is supplied on the terms of the licence in Clause 4.13.
4.7 Delivery Timescales
We will use reasonable efforts to perform any services and deliver the software and goods within the timescales stated on our website or otherwise in a reasonable time. We will not be liable for any delays due to any third parties or delays caused by events, circumstances or persons outside our control.
4.8 Duration and Renewal
If any service, supply or licence under the supply contract is annual (or runs for any other period), the service, supply or licence will commence on the start date and will continue for consecutive annual periods (or other applicable periods) provided that it will expire at the end of any annual period if you do not renew the service, supply or licence with us at the end of any annual period (or other period), in accordance with our renewal procedure as set out on our website or otherwise notified to you; and in any event you or we terminate that service, supply or licence at the end of any annual period (or other period) by giving 30 days’ prior notice in writing to the other . If a service, supply or licence is a continuing or indefinite service, supply or licence, not linked to any period, then you or we may terminate the service, supply or licence on 30 days’ prior written notice at any time, unless we have agreed another notice period with you.
4.9 Price and VAT
The price for the software, goods and services shall be as stated on our website at the time of your order, as varied in accordance with these website and business terms.
(b) Delivery Charges
Unless our web site otherwise states, the price includes delivery to you of any physical goods, or media on which any software is stored, where this is to an address in Great Britain, but we may make an additional charge for delivery anywhere else. You must pay any separate delivery and other charges stated on our website.
(c) Variation of Charges for Periodical Services and Supplies
Where the price or charge is for an annual or other periodical service, supply or licence, then we may vary such price or charge for each year or other period by notice to you given at any time prior to the start of that year or other period of the service or supply, or by invoicing you for the varied price or charge in our invoice for that year or other period; and if you do not accept the varied price or charge you must inform us before the start of that year or other period), otherwise you will be considered to have accepted such variation. If you do notify us that you do not accept the variation, we or you may terminate the service, supply and licence at the end of the current year or period, and you will have to re-order if you wish the relevant service, supply or licence continue.
(d) Variation of other prices and charges
Where any price is an hourly or daily rate, or is a charge for a continuing service, then we may change such price, rate or charge by notice to you at any time with immediate effect.
The prices, licence fees and any other charges for any software, goods, software, and services are exclusive of VAT which you must pay in addition at the same time as that price, licence fee, or other charge. We will provide you with an appropriate VAT invoice.
(a) One-Off Services and Supplies and Initial Payments for Periodical and Continuing Services
Payment of the price for any software, goods or services which are not periodical or continuing services, supplies or licence, and payment of the initial price or annual or other periodical price or charge for any services, supplies or licences which are periodical or continuing services or supplies, must be made with your order.
(b) Annual Services and Licence Fees
Where an annual or other periodical service, supply or licence is subject to renewal, we will give you a renewal notice up to 60 days prior to the start of the year or other period to which such renewal relates, and such renewal will have to be ordered and paid for by you before the start of such year or other period, otherwise the applicable or other periodical service, supply or licence will terminate. In any event, for any annual or other periodical services, supplies or licences, we shall be entitled to invoice you for the price and other charges for any year or other period of that service, supply or licence, up to 60 days prior to the start of the year or other period to which such invoice relates.
Unless otherwise agreed or stated on our website, for any goods or services not covered by Clause 4. 10(a) or (b), such as continuing services, and services and goods provided on a time and materials basis we may invoice you monthly in advance for all services, goods, costs and expenses likely to be provided or incurred in a month, a reasonable estimate of the price and other charges for goods, services, costs and expenses likely to be provided or incurred in that month, and we may invoice you after the end of that month for the price and other charges for all goods, services, costs and expenses actually provided in that month, less the amount of any advance or estimated invoice for that month.
4.11 General Payment Terms
(a) Payment Times
All payments referred to in Clause 4. 10(a), including one-off and initial payments, must be made with your order. If you are renewing any annual service, supply or licence, then payment must be made with your renewal order. All other payments must be made in full in cash or cleared funds within 30 days of the date of our invoice.
(b) Payment Methods
You are required to use the payment methods specified on our website or agreed as part of your account registration. However, if no payment methods are specified or agreed, then we will accept payment by such cards as we are then equipped to accept, bank transfer, and cheque, but you must pay the cost of any such methods, and you take the risk of any loss of cheques in the post or other delivery system. Payment can take time to reach our account, so please allow sufficient time for payments to be processed or cheques to be cleared.
(c) Right to Collect Payment
Where you pay by card, or you have registered your card details with us, or you have registered any service which enables us to collect future payments (such as future pay), or you have agreed to a direct debit, you agree that we may collect payment through any such method or service of any amounts due from you under a supply contact as soon as that payment becomes payable under the supply contract, or if sooner, at any time after we issue an invoice or demand for such payment (within any payment period under Clause 4.11(a)). If any such payment is declined or subject to any chargeback, we may charge you any fees charged to us, and a reasonable administration fee.
We shall be entitled to charge you interest on late payments, and the Late Payment of Commercial Debts (Interest) Act 1998 shall apply to all payments due from you under the supply contract.
(e) Termination Rights
If any amount payable by you under the supply contract is not received by us in cash or cleared funds by the due date, this shall be considered to be a repudiatory breach, and we shall be entitled to suspend or terminate your order and the supply contract (including all services, supplies and licences), at our sole discretion, without liability to you, at any time up to the point we receive your payment in full in cash or cleared funds. We shall not be obliged to accept part payments, and any acceptance of a part payment shall not prejudice our rights under this Clause.
(f) Refund Rights
Suspension, cancellation or termination of the supply contract shall not normally entitle you to a refund of all or part of any price, fees or other charges already paid by you, and you shall also still be liable to pay for any software, goods and services received. Refunds are made at the sole discretion of Seproft. This shall not affect your legal rights to a refund in the event that we are in breach of a supply contract.
4.12 Services Specification
The software, goods and services will be as described on our website. For the avoidance of doubt, unless expressly stated, all services are provided remotely, and we may make a reasonable additional charge for attending at your premises or those of any third party.
(b) Remote Database Services
Where as part of the services we provide any remote database services, providing a remote database which you access to store your data processed by the software, then the following terms apply:-
Access is through the internet, and you are responsible for maintaining your own internet connections, and providing computer equipment meeting our recommended specifications.
You must only use the remote database for storing data which you are processing with any software we provide, and subject to such other limits as we may specify.
You are responsible for taking care of all passwords and user names for your database.
You will be given reasonable storage capacity for your requirements, and we may require you from time to time, to dump historical or archive data from the database, and to purge such historical and archive data.
(v) Back-up and Security
We will maintain a regular back-up of your data, and will store your data securely, and treat your data as your confidential information. We recommend that you also make and download your own back-up’s of your data from the remote database. We will not be liable for any loss of or corruption to your data.
(vi) Availability and Maintenance
We will use reasonable efforts to ensure the database is available 24x7x365, but we will not be liable for unavailability due to breakdowns and malfunctions, or for inability to access the database due to issues with the internet, and we may temporarily suspend access to the database for the purposes of planned and unplanned maintenance and upgrade and other reasonable operational reasons.
(vii) Removal of Data
We may delete your data on termination of the service, unless you have agreed to renew the service. We will give you a reasonable opportunity to take a dump of your data before doing so.
(c) Support Service
We will provide e-mail support for our software and service, and aim to respond within 24 hours of receipt of your e-mail, but we only work on our response during our normal working hours, so that if your e-mail is sent on a weekend or in a public holiday or at the end of a working day the response time may be longer.
4.13 Software Licence
Where we supply any software under the supply contract, then unless subject to any other licence terms to the software, the software will be supplied with the benefit of the following non-exclusive licence, on the following terms:-
The licence is an annual licence, which shall run from the start date, and shall continue from year to year unless and until terminated by either of us by 30 days’ notice prior to the end any year. You are required to pay on time the annual licence fees and charges for the software and any associated services, in order to continue with the licence, and if you fail to do so we may terminate the licence.
(b) Permitted Installation
You are licensed to install and run a single instance of the software on a single personal computer workstation or laptop. You are not permitted to make multiple installations of the software, and you are not permitted to install or run the software on any server, or in any environment where the software may be accessed or run by different computers or multiple computers. The software must at all times be installed on computer equipment you own or lease, and which is at all times in your possession and control. You should ensure that your computer equipment meets our recommended specifications.
(c) Permitted Use – Business Version
If you purchase the business version of the software, then you are permitted, and only permitted, to use the software to value your own business, and you may not use the software or permit the software to be used to value any other business, or for any other purpose whatsoever. You also limited to a maximum of 20 amendments to your business data (saved back to our database system) in the course of any year of the licence and our associated database services.
(d) Permitted Use – Professional Version
If you purchase the professional version of the software, then you are permitted to use the software to value any business, including businesses of your customers and clients, and you are entitled to unlimited amendments to business data.
(e) Dependency on our servcies
You are only permitted to use the software in conjunction with any hosted database and other associated services we provide, and you are not permitted to use the software with your own database or stand-alone from our services.
The software and licence shall extend to include all updates for the software (including fixes, new releases and new versions) which we make available to you from time to time, and you must promptly install such updates.
You are permitted to make one back-up copy of the software.
You must take all reasonable steps to keep the software safe and secure and to prevent any unauthorised access, taking, use or copying of the software.
You must keep our software confidential.
(j) No Transfer
You are not permitted to assign or transfer the benefit of this licence to any other individual, firm, company or other person.
(k) No Modification
You are not permitted to modify, edit, reverse engineer, decompile, disassemble, create derivative works based on or copy (except for the copies permitted by this licence) the software, save solely for the purposes expressly permitted by and in accordance with sections 50A (back-up copies), 50B (interfacing) and 50C (adapting and error correcting) of the Copyright Designs and Patents Act 1988. In the case of the rights permitted by Sections 50B and 50C, you may only exercise such rights in circumstances where we are not prepared to carry out such work for a reasonable commercial fee.
(l) IP Acknowledgment
You acknowledge that all copyrights and other intellectual property rights in and to the software are and shall remain the sole and absolute property of Seproft Limited (or the third party producer, in the case of any third party installation or other software included as part of the software) and that no right, licence or permission is granted or right, title or interest transferred in respect of the software, except for the licences and rights expressly stated in writing in this Clause 4.13. We also retain all moral rights in relation to the software. You must not remove, add to, change or tamper with and must reproduce in any copy of the software all copyright notices, logos and trademarks appearing in or on the software
(m) Source Code
This licence only covers the compiled executables of the software, and this licence does not extend to any source code of the software.
(n) Third Party Licence Terms
Where any third party installation or other software is supplied as part of the software, then such third party software will be subject to the licence terms of the third party, in addition to these licence terms, and you agree to accept and comply with such third party licence terms. In the event of any conflict between such third party licence terms and these licence terms, the third party licence terms shall prevail in relation to any such third party software.
You agree to permit us to audit your use of the software, including allowing us to visit and inspect any computers on which it is installed.
4.14 Your Assistance and Information
You will be required to promptly provide us will all information, support, co-operation, authority, documents, and assistance, and to execute any documents, we may require to provide the services and supply the goods and in connection with such provision or supply. All information you provide must be true, complete and accurate. You must promptly inform us of any changes to your information, including your contact information. We will not be responsible for any delays or failures in the provision of any goods or services if you fail to comply with this Clause, and we may charge you any additional or wasted costs and expenses we may incur if you fail to comply with this Clause, and we may make an additional charge for the re-performance of any services or re-supply or delivery of any goods. If you do not comply with this Clause, or we are not able to contact you through the address details on your account, we may suspend or terminate the supply of the software, goods and services, and we shall not be liable for any loss, damage, fines and penalties you or any third party may incur due to our taking such action.
4.15 Money Laundering and Identification
We may be legally required to obtain various formal proofs of identity and address before we can proceed with any order and supply contract. You permit us to carry out an on-line search for this purpose against all persons we decide, and you shall assist us in this process. If this on-line search fails to provide us with satisfactory proof of identity and address for any person then we will confirm what alternative proofs of identity we require, and we will not be obliged to continue with any order or supply contract, and reserve the right to cancel any order or supply contract, until we have received such alternative proofs in a form satisfactory to us. We may cancel any order or supply contract if we do not receive such alternative proofs as we may require. Normally, alternative proof of identity for any person will be a recent utility bill for proof of address and photographic id such as a passport or driving licence for proof of identity, and we will require to see either the originals or a copy certified by a solicitor, notary public or commissioner for oaths.
4.16 Delivery Address
Where we are to deliver any goods, we will deliver these to your address stated in your order, or, if no such address, the address you provided for your account with us.
4.17 Our right to cancel or vary
If we are not able to supply any of the goods or software or provide any of the services, for any reason, either at all or to the agreed specification or description, or our website contained any error (including in relation to the description or price of any of the goods and/or services) which affects the supply contract, or we wish to change the specification or description of any of our services, then we shall be entitled to either cancel the supply contract, or we shall be entitled to vary the supply contract, in which case we will give you the option to accept the variation or cancel the supply contract. If the supply contract is cancelled under this Clause, by you or us, then we will refund any amounts paid by you under the supply contract for software, goods and services you have not received.
4.18 No Illegal Acts
We shall not be required to do anything which may involve our committing any offence, breaching any law or incurring any liability, and we shall be entitled to suspend or terminate the supply contract, order, or services or supply of goods, if they may involve, facilitate or are used in connection with the commission of any offence, breach of any law or incurring of any liability by us, you or any third party.
4.19 General Termination Rights
A party may terminate the supply contract if the other party is in breach of the supply contract, and fails to remedy the breach within 30 days of notice of the breach, or the other party (or any partner or member of the other party) becomes bankrupt, commences winding-up or liquidation, enters into administration, has receiver or administrative receiver appointed over any of its business or assets, or enters into any voluntary arrangement with all or a class of its creditors, or any similar event occurs in any jurisdiction applicable to a party.
4.20 Entire Agreement
Our website, these website and business terms, your order, and our confirmation of your order, constitute the entire agreement between you and us for the sale and purchase of the goods, software and services.
5.2 Our commitment
5.3 How do we obtain data?
We obtain data when you set up an account with our website, or if you register an address with us to receive news and marketing from us, or if you submit an order to us, or you otherwise communicate with us. We also generate and hold data specific to your orders and transactions with us, including the software, goods and services we provide and payments made by you.
5.4 What data do we process?
We gather and hold a range of data, including contact information (such as postal, invoicing, and delivery addresses, telephone, mobile, and fax numbers, and e-mail addresses, and details of individuals who are contacts for your business or organisation), payment information (including credit or debit card information and payment history and any credit check information), order information (including a record of your orders, payments made, order tracking, fulfilment and delivery), website usage (including your browsing and purchase history) and relationship information (including any communications and dealings we have with you, enquires and complaints, and possible credit checks).
5.5 What do we use your data for generally?
We use your data for performing our contracts with you, corresponding with you concerning your account and our software, goods and services, and generally administering and managing our business and our transactions and relationship with you. We may also use your data on an anonymous basis to carry out analysis and research in relation to our overall business performance, and to facilitate reviews, developments and improvements to the software, goods and services offered to you. We may monitor and record telephone calls for the purpose of security and training.
5.6 Marketing and news
We may use your data to send you marketing and news information relating to us and our software, goods and services, and any software, goods and services of third parties. including anything you have consented to on or through our website. In relation to personal data, we will only use this data for these purposes if you have given the consent required by the Data Protection Act 1998 and/or the Privacy and Electronic Communications (EC Directive) Regulations 2003. Further we will not use your data for these purposes if prohibited by either of those laws.
5.7 Transfers to third parties
We do not share your data with any third parties except as provided in this policy or as required by law. In particular, we will not share personal data with third parties for direct marketing by those third parties without your consent. We may transfer your data to third parties in order to perform your orders, collect payment, provide you with our software, goods and services and for other legitimate purposes (such as credit and debit card processing companies, credit reference agencies, and other government organisations, outside suppliers, distributors, sub-contractors and delivery companies). We may use and disclose to third parties any information we hold about you and your payment record for the purposes of administration and enforcement of this agreement and for other related purposes. We may also supply your information to relevant authorities and other third parties where legally required or reasonably required in connection with any legal process or any legal obligations binding on us. We may provide aggregate statistics (including information derived from your data) about our sales, traffic patterns, and related website information, to trustworthy third parties, but these statistics will include no personally identifying information.
5.8 Credit References
To help us decide whether to accept orders from you or (where applicable) allow you payment credit terms, you acknowledge that we may undertake whatever searches and enquiries and obtain whatever references or other information we consider necessary, including carrying out searches with credit reference agencies. You can contact us for details of the credit reference agencies used by us. Credit reference agencies may add to their records details of our search which will then be seen by other organisations making searches, and may be linked to records of others associated with you, including any person with whom you are linked financially and members of your household. We may use a credit scoring or other automated decision making system.
5.9 Data Security
We are firmly committed to data security and we take reasonable steps to guard against unauthorised access to your data.
5.11 Personal Data – Your Rights
In relation to personal data we process, individuals have the following rights in relation to their personal data: a right to be told what data is held (we may charge a fee of £10 to cover our costs in dealing with this); a right to stop marketing messages; a right to stop usage which is causing substantial distress; and a right to ask for the rectification, erasure or blocking of any personal data which is inaccurate or not up to date.
6. LIABILITY AND FORCE MAJEURE
6.1 Liability Not Excluded or Limited
We and our affiliates do not limit or exclude our liability to you: (1) for death or personal injury caused by negligence, or (2) for fraud or fraudulent misrepresentation, or (3) to refund any payments made under any supply contract; or (4) under the Data Protection Act 1998 or the Privacy and Electronic Communications (EC Directive) Regulations 2003.
6.2 Limit on liability under supply contracts
Subject to Clause 6.1, our total liability to you and that of our affiliates in relation to any supply contract for all events giving rise to liability to you in aggregate shall be limited to:-
(a) in the case of liability arising in relation to any annual service or supply, for all events giving rise to such liability in any year of the service or supply, to the price, delivery charges and other amounts payable by you under the supply contract for that year; and
(b) in all other cases, an amount equal to the price, delivery charges and other amounts payable by you under the supply contract.
6.3 Excluded Types of Loss
Subject to Clause 6.1, we and our affiliates shall have no liability to you for: loss of revenue, bargain, profit, anticipated savings, contract, business, expectation, use, production, or goodwill; any costs, expenses, liabilities, or commitments wasted, suffered, incurred or entered into in reliance on any supply contract; any costs of purchasing substitutes or replacements for the services or goods elsewhere; any special, indirect or consequential losses; your liability to any third party; or loss or damage suffered by any third party.
6.4 Force Majeure
We and our affiliates shall not be liable to you for non-performance or late performance of any supply or other contract to which these website and business terms apply due to any matter beyond our or our affiliates reasonable control, including (without limitation) war, threat of war, terrorism, riot, civil commotion, public demonstration, blockade, or sabotage, the act of any government, government authority or legislature, industrial action (including our own employees), lightning, fire, explosion, storm, flood, earthquake, accumulation of snow or ice, or drought, shortages (including of fuel, utilities, and raw materials), vandalism, theft and other criminal action, interruption or failure of utilities, or anything of a similar nature affecting our or our affiliates’ carriers, sub-contractors or suppliers, or the acts, omissions or delays of any third parties outside our or our affiliates’ control, including any postal or courier services, or any companies registry or other government agency.
6.5 Meaning of our liability
Where we are to send any notice to you, we may send such notice to your postal or e-mail address you provide for your account. Where you are to send us any notice, then you must send it to us at email@example.com or by post to our address stated at the start of these website and business terms or on our website.
7.2 Changes to our website and business terms
We may change these website and business terms from time to time, and you agree to be bound by any changes we make. You should check for updates to these website and business terms regularly.
7.3 No assignment
You may not assign, transfer, charge, or declare a trust over the benefit of any supply contract or other contract we may have with you to which these website and business terms apply, or any rights or licences granted under it, without our prior written consent.
7.4 Third Party Rights
Except in relation to our affiliates and their rights, no contract to which these website and business terms apply shall benefit or be enforceable by any third party and the Contracts (Rights of Third Parties) Act 1999 shall not apply.
We may sub-contract our obligations under any contract to which these website and business terms apply.
7.6 Invalid Terms
Each of these website and business terms is separate and severable, and if any term is held to be void or invalid, it shall be severed, and the remaining terms shall continue in full force.
We may on occasion, at our sole and absolute discretion, decide not to exercise or wait before exercising our rights. If we do so, we shall still be entitled to insist on the strict terms of any contract with you later on.
7.8 Law and Jurisdiction
These website and business terms, your use of our website, and any contract to which these website and business terms apply, shall be governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.