Terms of supply of services
PLEASE READ THESE INFORMATIONS ALONG WITH THE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE.
These informations and terms were most recently updated and taken effect on: 14th of August 2018.
Terms of supply of services
This page tells about us and the legal terms and conditions (Terms) on which we sell any of the services (Services) listed on www.acsinvoicing.com (our site) to you.
These Terms will apply to any contract between us for the sale of Services to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Services from our site. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Services from our site.
We recommend you print a copy of these Terms or save them to your computer for future reference. These Terms, and any Contract between us, are only in the English language.
We amend these Terms from time to time. Every time you wish to order Services, please check these Terms to ensure you understand the terms which will apply at that time.
1. INFORMATION ABOUT US
These Terms will apply to any contract between us for the sale of Services to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Services from our site. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Services from our site.
We recommend you print a copy of these Terms or save them to your computer for future reference. These Terms, and any Contract between us, are only in the English language.
We amend these Terms from time to time. Every time you wish to order Services, please check these Terms to ensure you understand the terms which will apply at that time.
1. INFORMATION ABOUT US
1.1 We operate the website www.acslinvoicing.com. We are ACS Invoicing & Business Solutions Ltd, a company registered in England and Wales under company number 10096069 and with our registered office and main trading address at 171 Kingston Road, Teddington, TW11 9JP.
1.2 Contacting us. You may contact us by e-mailing us at [email protected]. If you wish to give us formal notice of any matter in accordance with these Terms of supply of services, please contact us via email.
2. USE OF OUR SITE
2.1 Your use of our site is governed by our terms of website use together with our Acceptable Use Policy. Please take the time to read these, as they include important terms which apply to you.
3. HOW WE USE YOUR PERSONAL INFORMATION
3.1 We only use your personal information in accordance with our Privacy Policy. Please take the time to read our Privacy Policy as it includes important terms which apply to you.
4. THE CONTRACT BETWEEN US
When you apply for one of our Services, you are offering to buy Services in accordance with these Terms. Your offer is deemed accepted when we confirm acceptance to you via your dashboard and email and the contract (Contract) between us is formed at that date (Start Date). We do not have to accept your offer, and we do not have to give a reason why we do not accept it. These Terms apply to the Contract to the exclusion of any other terms you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
5. MONEY LAUNDERING
5.1 We must comply with the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002, and the Terrorism Act 2000. These require us to carry out identity verification checks before we may provide any Services. We may request and retain from you such information and documentation as needed for this compliance and/or make searches of appropriate databases and to report. If we cannot adequately confirm your identification we reserve the right to refuse to provide any Services to you.
5.2 We have a duty under the Proceeds of Crime Act 2002 to report to the Serious Organised Crime Agency (SOCA) if we know, or have reasonable cause to suspect, that you or anyone connected with your business is or has been involved in money laundering. Failure on our part to make a report where we have knowledge, or reasonable grounds for suspicion, would constitute a criminal offence. If this happens, we may not be able to inform you that a disclosure has been made or of the reasons for it because the law prohibits ‘tipping-off’.
6. OUR SERVICES
6.1 We shall supply the Services to you in accordance with these Terms, using reasonable care and skill. Where we need to change the Services in a non-material way, such as to comply with an applicable law, we shall inform you of such change. We shall use all reasonable endeavours to meet any performance dates specified to you, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. We have no liability or duty to check whether the information you provide is complete, accurate and/or current.
6.2 If our performance under a Contract is impaired as result of any act or omission of you (Default), then we have the right, without limiting our other rights and remedies, to stop work on your Contract until you have remedied the Default to our satisfaction, and to rely on the Default to relieve us from the performance of any of our obligations to the extent the Default prevents or delays our performance of any of our obligations. We shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our inability to carry out our obligations under the Contract where there is a Default. You shall indemnify us on demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Default.
6.3 Data transferred between our servers and any third party is encrypted and processed using your personal data (including your name, contact details, address and any other information which personally identifies you) in accordance with our Privacy Policy.
7. YOUR OBLIGATIONS
7.1 You shall
(a) provide us, on our request, with complete, accurate and current information throughout the time you have a Contract with us; and
(b) co-operate with us in all matters relating to the Services;
7.2 You are liable for any breach of your obligations under these Terms and any consequences of such breach(es).
7.3 You acknowledge that that we have no liability to you or to any third party for such breach(es) or the consequences of such breach(es) and you shall indemnify us in relation to the same in accordance with clause 10.8.
8. PAYMENT & REFUND
8.1 A fee for use of the Service is payable in advance. The fees are posted on our website www.acsinvoicing.com and we may vary these from time to time. Prices on our website are quoted in Pounds Sterling and include VAT, which is also payable.
8.2 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting our other rights or remedies, set-off any amount you owe us against any amount payable by us to you.
8.3 Where you pay in advance for monthly or annual contract, we do not offer a refund for any part of the remaining time of Contract if you cancel your Contract before the end date, unless we have been in material breach of the Contract.
8.4 Refunds. Except when required by law, ACS Invoicing & Business Solutions Ltd shall be under no obligation to issue refunds under any circumstances. In the event that ACS Invoicing & Business Solutions Ltd determines that Customer is entitled to a refund of all or part of the fees paid hereunder, such refund shall be made using the payment method originally used by Customer to pay such fees.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 The term Intellectual Property Rights means: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
9.2 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by us.
9.3 You acknowledge that, in respect of any third party Intellectual Property Rights, your use of any such Intellectual Property Rights is conditional on us obtaining a written licence from the relevant licensor on such terms as will entitle us to license such rights to the Customer.
10. WARRANTIES, LIMITATIONS AND INDEMNITY
10.1 ACS Invoicing & Business Solutions Ltd warrants that it has all requisite power and authority to execute, deliver and perform its obligations in accordance with these Terms.
10.2 You warrant that you have all requisite power and authority to execute, deliver and perform its obligations in accordance with these Terms and that you shall comply with all applicable laws and regulations of any competent authority as they apply to the Services.
10.3 We will use reasonable endeavours to ensure that the Services are suitable for your intended use but we do not warrant that the Services will meet your requirements or that they will be error-free, timely, reliable, entirely secure, virus-free or available at all times since we are dependent on the reliability of the Internet and your use of your own information technology system to access the Services. We will try to keep any disruptions to a minimum but it may be necessary to suspend the Services from time to time to carry out maintenance and support work.
10.4 The Services are provided on an "as is" basis. Save as expressly set out in these Terms, all warranties, representations, undertakings or terms whether express or implied, statutory or otherwise, including in particular any implied warranty of satisfactory quality or fitness for any particular purpose or use are excluded to the fullest extent permitted by law.
10.5 Nothing in these Terms shall limit or exclude our liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
(b) fraud or fraudulent misrepresentation.
10.6 Subject to clause 10.5, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of damage to goodwill; and
- any indirect or consequential loss.
10.7 Subject to clause 10.5, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total amount you paid us for the Services under the Contract. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.8 You hereby undertake and agree to indemnify ACS Invoicing & Business Solutions Ltd and keep us fully indemnified for and against any and all costs, losses, damages, expenses and/or liabilities (including, without limitation, any legal fees and expenses) which may be suffered or incurred by us arising out of or in connection with (i) any breach of your undertakings or obligations set out in these Terms, and/or (ii) your negligence, fraud or misconduct.
This clause 10 shall survive termination of the Contract.
11. TERMINATION – HOW A CONTRACT ENDS AND THE CONSEQUENCES
11.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 1 (one) months' written notice. As stated under clause 8 above, where you terminate a monthly or annual (yearly) contract early, you will not receive a refund unless we have been in material breach of the Contract.
10.8 You hereby undertake and agree to indemnify ACS Invoicing & Business Solutions Ltd and keep us fully indemnified for and against any and all costs, losses, damages, expenses and/or liabilities (including, without limitation, any legal fees and expenses) which may be suffered or incurred by us arising out of or in connection with (i) any breach of your undertakings or obligations set out in these Terms, and/or (ii) your negligence, fraud or misconduct.
This clause 10 shall survive termination of the Contract.
11. TERMINATION – HOW A CONTRACT ENDS AND THE CONSEQUENCES
11.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 1 (one) months' written notice. As stated under clause 8 above, where you terminate a monthly or annual (yearly) contract early, you will not receive a refund unless we have been in material breach of the Contract.
11.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract (which shall include non-payment by you to us of any fees due to us by the due date we have specified to you) and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;
(a) the other party commits a material breach of any term of the Contract (which shall include non-payment by you to us of any fees due to us by the due date we have specified to you) and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.3 Without limiting its other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if:
(a) you fail to pay any amount due under the Contract on the due date for payment and remains in default not less than 5 days after being notified by email or in writing to make such payment; or
(b) there is a change of Control of the Customer (where Control is defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
11.4 Without limiting its other rights or remedies, we may suspend provision of the Services under the Contract or any other contract between you and us if you become subject to any of the events listed in clause 11.2(b) to clause 11.2(d) or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.
11.5 On termination of the Contract for any reason:
(a) you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(c) clauses which expressly or by implication survive termination shall continue in full force and effect.
12. GENERAL
12.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
12.2 Assignment and other dealings.
(a) We may at any time assign, transfer, mortgage, 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 its obligations under the Contract to any third party or agent.
(b) You shall not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
12.3 Confidentiality.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.3(b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
12.4 Entire agreement.
(a) This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
12.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; or
(b) prevent or restrict the further exercise of that or any other right or remedy.
12.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
12.8 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.8(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
12.9 Third parties. No one other than you or us shall have any right to enforce any of the Contract’s terms.
12.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
12.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.3 Without limiting its other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if:
(a) you fail to pay any amount due under the Contract on the due date for payment and remains in default not less than 5 days after being notified by email or in writing to make such payment; or
(b) there is a change of Control of the Customer (where Control is defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
11.4 Without limiting its other rights or remedies, we may suspend provision of the Services under the Contract or any other contract between you and us if you become subject to any of the events listed in clause 11.2(b) to clause 11.2(d) or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.
11.5 On termination of the Contract for any reason:
(a) you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(c) clauses which expressly or by implication survive termination shall continue in full force and effect.
12. GENERAL
12.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
12.2 Assignment and other dealings.
(a) We may at any time assign, transfer, mortgage, 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 its obligations under the Contract to any third party or agent.
(b) You shall not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
12.3 Confidentiality.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.3(b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
12.4 Entire agreement.
(a) This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
12.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; or
(b) prevent or restrict the further exercise of that or any other right or remedy.
12.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
12.8 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.8(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
12.9 Third parties. No one other than you or us shall have any right to enforce any of the Contract’s terms.
12.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
12.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
