Terms and conditions of use
1. About us
Company details. Check an Invoice Limited (company number 11673566) (we, our and us) is a company registered in England and Wales and our registered office is at 92 Drayton Avenue, West Ealing W130LF, London. Our main trading address is at 92 Drayton Avenue, West Ealing W130LF London. Our VAT number is 338410610. We operate the website https://www.checkaninvoice.com.
- Contacting us. To contact us telephone our customer service team at e-mail firstname.lastname@example.org. How to give us formal notice of any matter under the Contract is set out in clause 15.2.
2. Our contract with you
- Our contract. These terms and conditions (Terms) apply to the supply of the Service by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
- Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
- Language. These Terms and the Contract are made only in the English language.
- Your copy. You should print off a copy of these Terms or save them to your computer for future reference.
- Use on behalf of organisation. If you use our website or expressly agree to these Terms in the course of a business or other organisational project, then by so doing you bind both yourself and the person, company or other legal entity that operates that business or organisational project, to these Terms, and in these circumstances references to "you" in these Terms are to both the individual user and the relevant person, company or legal entity, unless the context requires otherwise.
- Registration. Please follow the onscreen prompts to register as a customer and for using the Service. You may only register and use the website by the method set out on the website. Each time you use the website to check and authenticate an invoice (Service) it is subject to these Terms.
- Correcting input errors. Our process allows you to check and amend any errors before submitting your registration or creating supplier fraud settings. Please check all information you supply carefully before confirming it. You are responsible for ensuring that your input information is complete and accurate. Any inaccuracy will cause delay and create exceptions for supplier invoices submitted if the supplier fraud settings are incomplete or inaccurate.
- Accepting your registration. Our acceptance of your registration as a customer and user of the Service takes place when we send an email to you confirming you are successfully registered and the Contract between you and us will come into existence when you activate your account as requested in our email. The Contract will relate to the Service as used by you from that time onwards.
- To be eligible for an account on our website, you must be registered company.
- You must not allow any other person / organisation to use your account to access the website.
- You must notify us in writing immediately if you become aware of any unauthorised use of your account.
- You must not use any other person's / organisation’s account to access the website, unless you have that person's express permission to do so.
- If we cannot accept your registration. If we are unable to supply you with the Service for any reason, we will inform you of this by email and we will not process your registration.
- User login details. If you register for an account with our website, you will be asked to choose a user ID and password. Your user ID must not be liable to mislead and must comply with the content rules set out in clause 5. You must not use your account or user ID for or in connection with the impersonation of any person. You must keep your password confidential.
- You must notify us in writing immediately if you become aware of any disclosure of your password.
- You are responsible for any activity on our website arising out of any failure to keep your password confidential and may be held liable for any losses arising out of any such failure.
- For so long as your account and subscription remain active in accordance with these Terms, you will benefit from the features specified on our website in relation to your subscription type.
- We may from time to time vary the benefits associated with a subscription by giving you written notice of the variation, providing that, if in our reasonable opinion such a variation results in a substantial loss of value or functionality, you shall have the right to cancel your subscription, and we will refund to you any amounts paid to us in respect of any period of subscription after the date of such cancellation.
- Compliance with description. Subject to our right to amend the description (see clause 4.2) we will supply the Service to you in accordance with the description for the Service appearing on our website at the date you use it in all material respects.
- Changes to description. We reserve the right to amend the description of the Service if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Service.
- Reasonable care and skill. We warrant to you that the Service will be provided using reasonable care and skill.
- Time for performance. We will use all reasonable endeavours to meet performance times for the Service but these times may be affected by volume and other factors which may slowdown the time it takes to perform the Service.
It is your responsibility to ensure that:
- all information supplied to us by you when you register with us is complete and accurate including supplier invoice fraud settings;
- you co-operate with us in all matters relating to the Service;
- you provide us with the information and materials we reasonably require in order to supply the Service, and ensure that this information is complete and accurate in all material respects;
- you comply with all applicable laws, including those relating to privacy and data protection.
You warrant and represent that the information you provide to our website will:
- not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law);
- otherwise comply with all applicable laws and the rights of any third party;
- be true, accurate, current, complete and non-misleading.
Licence to use website. You may:
- (a) view pages from our website in a web browser;
- (b) download pages from our website for caching in a web browser;
- (c) print pages from our website;
- (d) stream audio and video files from our website; and
- (e) use our website Service by means of a web browser, subject to the other provisions of these Terms.
- Except as expressly permitted by clause 5.3 or the other provisions of these Terms, you must not download any material from our website or save any such material to your computer. You may only use our website for your own personal and business purposes, and you must not use our website for any other purposes.
- Except as expressly permitted by these Terms, you must not edit or otherwise modify any material on our website.
Unless you own or control the relevant rights in the material, you must not:
- (a) republish material from our website including republication on another website;
- (b) sell, rent or sub-license material from our website;
- (c) show any material from our website in public;
- (d) exploit material from our website for a commercial purpose; or
- (e) redistribute material from our website.
- Notwithstanding the above, you may redistribute our newsletter in print and electronic form to any person.
- We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion and you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.
Acceptable use. You must not:
- (a) use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website;
- (b) use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
- (c) use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of or is linked to any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
- (d) conduct any systematic or automated data collection activities including without limitation scraping, data mining, data extraction and data harvesting on or in relation to our website without our express written consent;
- (e) access or otherwise interact with our website using any robot, spider or other automated means, except for the purpose of search engine indexing;
- (f) violate the directives set out in the robots.txt file for our website;
- (g) use data collected from our website for any direct marketing activity including without limitation email marketing, SMS marketing, telemarketing and direct mailing; or
- (h) use data collected from our website to contact individuals, companies or other persons or entities.
If our ability to perform the Service is prevented or delayed by any failure by you to fulfil any obligation listed in clauses 5.2 to 5.9 (Your Default):
- we will be entitled to suspend performance of the Service until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Service, in each case to the extent Your Default prevents or delays performance of the Service. In certain circumstances Your Default may entitle us to terminate the Contract under clause 12 (Termination);
- we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Service; and
- it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
Breaches of these Terms. Without prejudice to our other rights under these Terms, if you breach these Terms in any way, or if we reasonably suspect that you have breached these Terms and conditions in any way, we may:
- (a) send you one or more formal warnings;
- (b) temporarily suspend your access to our website;
- (c) permanently prohibit you from accessing our website;
- (d) block computers using your IP address from accessing our website;
- (e) contact any or all of your internet service providers and request that they block your access to our website;
- (f) commence legal action against you, whether for breach of contract or otherwise; and/or
- (g) suspend or delete your account on our website.
- Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking including without limitation creating and/or using a different account.
- In consideration of us providing the Service you must pay our fees (Fees) in accordance with this clause 6.
- The Fees are the prices quoted on our website at the time you register or those agreed in writing between both parties. At the end of any period of subscription for which you have paid, and subject to the other provisions of these Terms, your subscription will be automatically renewed and you must pay to us the applicable Fees, unless you cancel the subscription using the cancellation facility on our website before the date of renewal.
- You must pay to us the Fees in advance, in cleared funds, in accordance with any instructions on our website.
- We may vary Fees from time to time by posting new Fees on our website, but this will not affect Fees for services that have been previously paid. This will also not affect Fees agreed between bpth arties in writing through the executed commercial agreement.
- If you dispute any payment made to us, you must contact us immediately and provide full details of your claim.
If you make an unjustified credit card or debit card charge-back then you will be liable to pay us, within 7 days following the date of our written request:
- (a) an amount equal to the amount of the charge-back;
- (b) all third party expenses incurred by us in relation to the charge-back including charges made by our or your bank or payment processor or card issuer;
- (c) an administration fee of GBP 25.00 including VAT; and
- (d) all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in above including without limitation legal fees and debt collection fees,
- And, for the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on your card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back for the purposes of this clause 6.6.
- If you owe us any amount, we may suspend or withdraw the provision of Service to you.
- We may at any time set off any amount that you owe to us against any amount that we owe to you, by sending you written notice of the set-off.
- Our Fees are exclusive of VAT/Local taxes so you must pay us VAT/local taxes, at the applicable rate, at the same time as you pay the Fees.
- Please follow the website instructions on how to pay our Fees.
You can pay for the Service using a debit card or credit card.
Payment for the Service is by direct debit. Your designated bank account will be charged automatically each month.
- We will send you an electronic invoice within [seven] days of the beginning of the month following payment. For any failed or cancelled payments, a £ administration fee will be levied.
- You must pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding.
- All intellectual property rights in or arising out of or in connection with the Service (other than intellectual property rights in any materials provided by you) will be owned by us.
We will use any personal information you provide to us to:
- provide the Service;
- process your payment for the Service; and
- inform you about similar products or services we provide, but you may stop receiving these at any time by contacting us.
10. Limitation of liability:
- We have been unable to obtain insurance in respect of certain types of loss at a commercially viable price. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
- Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
- Subject to clause 10.2, we will 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:
- Subject to clause 10.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract in the 12 months prior to the relevant breach.
- We have given commitments as to compliance of the Service with the relevant description in clause 5.2 . In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
- Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
- This clause 10 will survive termination of the Contract.
- We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 11.2.
We each may disclose the other's confidential information:
- to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 11; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
Without limiting any of our other rights, we may suspend the performance of the Service, or terminate the Contract with immediate effect by giving written notice to you if:
- you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
- you fail to pay any amount due under the Contract on the due date for payment;
- you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your 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 your 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;
- you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
- your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
- Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
13.Events outside our control
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
- we will contact you as soon as reasonably possible to notify you; and
- our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Service with you after the Event Outside Our Control is over.
- You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Service up to the date of the occurrence of the Event Outside Our Control.
You must not attempt to procure any Service that is competitive with the Service from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Service to you and for a period of six months following termination of the Contract.
- When we refer to "in writing" in these Terms, this includes email.
- Any notice or other communication given in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
A notice or other communication is deemed to have been received:
- if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
- if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
- if sent by email, at 9.00 am the next working day after transmission.
- In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
- The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
- Assignment and transfer.
- Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
- Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
- Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
- Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
- Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.