Terms and Conditions
1. INTRODUCTION
1.1 The Website is operated by us, namely Simply-4-Business (as defined below).
1.2 A Consumer (as defined in Sub-clause 2.1 below) must not take out a paid subscription to any Product or register or make any use of the Website since the Website is intended only for a person or organisation not making any use of it to any extent for their personal purposes and is intended exclusively for the purposes of their business as to which see Sub-Clauses 7.11 and 7.12 below. (Note that consumer protection laws only apply to a consumer as defined in the relevant legislation.)
1.3 Clauses 1-15, and, where applicable, the Multi-User Terms set out in Clause 16, govern:
1.3.1 your and any Sub-User’s use of the Website or items on the Website (whether or not you have either registered or are a subscriber for any Product); and
1.3.2 the Products provided through the Website to you as a subscriber.
1.4 We make available or provide document templates, information and all other items, services or facilities to you strictly on and subject to these Terms and Conditions whether or not you register or become a subscriber for any Product.
1.5. By making any use of the Website or registering or subscribing to any Product, you agree to follow and be bound by Clauses 1-15 and, if applicable, the Multi-User Terms.
1.6 Where the Multi-User Terms apply, they supplement Clauses 1-15 and you must read them together with those Clauses.
1.7 The Multi-User Terms apply specifically to both Master Users and Sub-Users as defined in Clause 16.
1.8 You must read all of these Terms and Conditions including the Multi-User Terms so that you fully understand the rights, responsibilities, and restrictions that apply to your and any Sub-User’s use of our document templates, information or other items, services or facilities.
1.9 These Terms and Conditions form the basis of any contract between us and you. If you wish to subscribe to any Product, then, after you register, we will ask you to provide your card details. After your payment is processed, we will send you a login and password by email to allow you to access the Product to which you are subscribing.
2. DEFINITIONS AND INTERPRETATION
In these Terms and Conditions, reference to any Clause or Sub-Clause means a clause or sub-clause in them, and unless the context otherwise requires, the following expressions have the following meanings:
2.1 “Consumer” for the purposes of these Terms and Conditions means an individual using any services for their personal use or to any extent outside the purposes of any business or profession carried on by them or another;
2.2 "Fee” means the fee that the User pays to access and use the Product for the Fee Period;
2.3 "Fee Period” means one calendar month which starts as soon as the Fee has been paid;
2.4 "Free Period” means eleven calendar months which starts as soon as the Fee Period ends;
2.5 "Permitted Use” means use of the Product as stated in Clause 3;
2.6 "Product” means the document templates, information and other items that we provide or make available through the Website as packaged folders of items. Each of them is provided or made available subject to these Terms and Conditions, individually or collectively as one package;
2.7 "Simply-4-Business" means Simply-4-Business Ltd (trading as Simply-Docs) of Unit 100 Parkway House, Sheen Lane, London SW14 8LS. "We," "us," and "our" also refer to Simply-4-Business;
2.8 "Subscription Period" is the 12-month period that includes the Fee Period and the Free Period, starting as soon as the Fee Period ends.
2.9 "User” means a person or organisation that views or uses the Website who is not a Consumer or a Sub-User, whether or not that person or organisation registers and whether or not their use is as a subscriber for any Product. References to "you", "your" and "yours" refer to you as a User; and
2.10 "Website” means the website that you are currently viewing or using (www.simply-docs.co.uk) and any sub-domain of that website (e.g. subdomain.simply-docs.co.uk) unless it is expressly excluded by its own terms and conditions.
3. PERMITTED USE
Once you have paid the Fee, you will have a non-exclusive perpetual licence for Permitted Use. “Permitted Use” means use on and subject to all of the following conditions and the exceptions, restrictions and conditions in Clause 4:
3.1 you may use (and allow any Sub-User to use but not any other person or organisation to use) the Product and any of the document templates, information or other items forming part of the Product downloaded during the Subscription Period for your own business purposes; and
3.2 for the purposes of supporting that use, to reproduce, print and make back-up copies on any computer system including, but not limited to, mobile devices and cloud storage services; and
3.3 for the purposes of that use, copy, modify, adapt, merge, translate, dis-assemble, all or any part of any Product or create derivative works based on all or any part of it; and
3.4 you may use the Product in the course of and for the purpose of your business to facilitate and execute transactions and to manage any and all of your relevant business affairs, including where that necessitates you distributing copies of the document templates, information or other items in the Product to third parties
4. EXCEPTIONS AND RESTRICTIONS
The exceptions, restrictions and conditions that Clause 3 refers to are as follows.
4.1 You will not:
4.1.1 sell any of the Product (or any part of it) to any third party;
4.1.2 distribute any document template, information or other item in the Product (or any part of it) to any third party for sale or resale (or free of charge) either as part of a package or as a separate product;
4.1.3 use the Product (or any part of it) for any purpose rivalling or competing with our business. If there is a dispute between a User and us, we will have the right to define "rivalling" and/or "competing" purposes; and
4.1.4 rent, lease, sub-licence or loan any of the Product (or any part of it) to any third party.
4.2 Sub-Clause 4.1 is subject to the Copyright Designs and Patents Act 1988. We waive our moral rights contained in Sections 77 – 79 of that Act.
4.3 We are and will remain at all times the sole owner of the copyright and all other intellectual property rights in the Product.
4.4 This Clause 4 applies to all parts of the Product but not to any derivative works you create from it.
4.5 All licences, consents and restrictions in these Terms and Conditions will last for the normal duration of copyright in literary works as defined in the Copyright Designs and Patents Act 1988, Section 12 (the life of the author, plus 70 years).
4.6 Nothing (in these Terms and Conditions or otherwise) allows you to use or gives you a right to allow use of any item, or allows you to sublicence or give a right to sublicence any item or any intellectual property rights in any item, except as stated in these Terms and Conditions.
5. OWNERSHIP
We will at all times be the owner of the Product but not of any derivative works created to the extent permitted under Clause 3.
6. FEES, PAYMENT AND PURCHASES
6.1 All Fees on the Website or quoted by us exclude Value Added Tax, which will be added at the point of sale.
6.2 WorldPay UK Ltd handles all transactions on the Website. We do not collect or process your payment details.
6.3 Once you have made payment, your Subscription Period (which includes the Fee Period and Free Period) begins. You will have the right to access the Product (or the relevant part of the Product as determined by your subscription) for the whole of the Subscription Period.
7. SCOPE OF OUR RESPONSIBILITY
7.1 We are an Internet based publishing business providing general information, forms, document templates and other items subject to all of these Terms and Conditions.
7.2 We design and offer to you document templates and other items in good faith only to provide a guide for common situations, and we make them available only as a starting point for you to prepare documents for your purposes. Before you use any item selected, you must ensure that it is suitable for your needs and then, if you decide that it is suitable, you must edit and customise it as necessary so that you are sure that the document that you prepare and finalise is in all respects complete and appropriate for its or your intended purpose and that it meets your requirements and circumstances.
7.3 If you have any questions concerning the appropriateness for your intended or any other purpose or your use of any form, document template or other item that we make available or any information on the Website, you must seek advice from a suitably qualified independent professional. If you need advice as to any changes that you need or might need to make to any form, document template or other item, or if you need help to prepare a document, you must consult such a professional.
7.4 We are not a legal practice. Nothing on the Website is legal or other advice and we do not intend our Products to be used without or to replace legal or other professional advice. We, our employees and consultants do not provide you with any legal advice or prepare any document for you.
7.5 We make available information on the Website and document templates, forms and all other items without any express or implied representation, warranty, term or condition, in particular as to any item that we make available will be fit for its or your intended purpose, useful to you, or of satisfactory quality.
7.6 We may (but have no obligation or liability to do so) at any time and without notice, amend any form, document template or other item, or add, replace, or remove any form, document template or other item for any reason, whether or not for the purpose of correcting any item or part of it.
7.7 You accept that a Product may need updates due to changes in law or practice. We are not responsible for making or advising you of such updates.
7.8 You accept that we make available our document templates, information and all other items included on the Website for you to download on the basis that they are not instruments or other documents that we or our employees or consultants prepare for you, and it is your responsibility to make sure that you are legally entitled to prepare and customise our document templates.
7.9 If you want to use one of our templates to prepare a document but you are not going to be a party to it, you must first consider whether, under the Legal Services Act 2007, it is an "instrument" and, if it is, whether you are legally entitled to prepare it.
7.10 You accept that we make all Products, services, facilities, information, document templates, information and other items available to a User and any Sub-Users to use exclusively for the purposes of and in the course of the User’s business whether or not they register or are subscribers for any Product.
7.11 You warrant to us that:
7.11.1 if you use the Website or any Product, service, facility, information, document template, information or other item on or through it, you and any Sub-Users do so only for the purposes referred to in Sub-Clause 7.10; and
7.11.2 if you subscribe for any Product, you are contracting with us only for the purposes referred to in Sub-Clause 7.10
and in either case you do so not as a Consumer.
8. OUR LIABILITY
We, our agents, directors, officers, employees, contractors and sub-contractors will not be liable to any User or Sub-User, whether in contract, tort (including negligence) breach of statutory duty, or otherwise, for any special, direct, indirect or consequential loss, damage, cost, expense, claim, demand, liability or proceedings, or for any loss of profit, loss of sales, business, business opportunity, agreements, contracts, revenue, goodwill or anticipated savings, arising directly or indirectly from:
8.1 any use whatsoever of either the Website or anything on the Website, or
8.2 any use of anything accessed directly or indirectly by means of the Website; or
8.3 without prejudice to the generality of any of the foregoing:
8.3.1 any omission from, error or defect in, or unsuitability of, any Product, document template, form, information or other item available from us or on the Website; or
8.3.2 the possession, publication, use of or reliance on any such Product, document template, form, information or other item; or
8.3.3 incorrect selection, completion, alteration, use or filing of, or inability to use, any such document template, form, information or other item; or
8.3.4 any use of any Product, document template, form, information or other item which is not up to date or is not accurate, whether or not we have taken any such steps are as referred to in Sub-Clause 7.6 and Clause 10.
Nothing else in the Terms and Conditions will limit or otherwise prejudice the effect of this Clause 8.
9. REFUNDS
Any refunds will be subject to our absolute discretion and to the Terms and Conditions. If you want to request a refund, you should contact us for further information.
10. CHANGES TO THE WEBSITE, THE PRODUCT AND THESE TERMS AND CONDITIONS
We are entitled to change the Website, the Product or these Terms and Conditions or our Privacy Policy at any time. Changes that we make to the Terms and Conditions will be legally binding on you as soon as you either log in after the change or we notify you of it by email.
11. AVAILABILITY OF THE WEBSITE AND THE PRODUCT
11.1 We provide the Website and the Product on an "as available" and "as is" basis.
11.2 We give no warranty that the Website or its operation or the Product or anything on or in them will not have defects and/or faults.
11.3 We do not accept liability for any disruption or non-availability of the Website or your inability to download any item from it caused by anything within or beyond our control including, but not limited to, internet service provider equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
12. WAIVER
If we fail to enforce your fulfilment of anything in these Terms and Conditions, that will not be a waiver by us of our right to subsequently enforce that provision or any other provision. Such a failure by us will not be a waiver by us of any preceding or subsequent breach and it will not be a continuing waiver by us.
13. SEVERANCE
If any part of these Terms and Conditions is found to be legally invalid or unenforceable, we will remove it, and the rest will remain valid and enforceable.
14. DATA PROTECTION AND PRIVACY
14.1 We collect, hold and process all personal data in accordance with your and any Sub-User’s rights and our obligations under the Data Protection Act 2018 and the UK GDPR, and we take appropriate steps to ensure that your and their information is protected consistent with the principles set out in that legislation, any other applicable privacy laws, these Terms and Conditions, and our Privacy Policy, whether that information is held by us or shared by us with third parties.
14.2 For full details of our collection, use, and holding of personal data, information about your and any Sub-User’s legal rights as a data subject and how to exercise them, please refer to our Privacy Policy.
15. LAW AND JURISDICTION
These Terms and Conditions and any contract between you and us are governed by the laws of England and Wales, and any dispute, proceedings, or claim relating to these Terms and Conditions or such contract, will be within the exclusive jurisdiction of the courts of England and Wales.
16. MULTI-USER TERMS
16.1 The following are the Multi User Terms. They apply, in addition to Clauses 1-15 of the Terms and Conditions, to both a User (as defined above) and a Sub-User (as defined below) where that User is a Master User (as defined below). Where these Multi User Terms apply, “User” in Clauses 1-15 above means a Master User.
16.2 In these Multi User Terms:
16.3 “Master User” means a User that we grant a licence to under Clause 3 above for any particular Product where:
16.3.1 we also agree that the licence extends to one or more “Sub-Users” (as defined below) using that Product on behalf of and in addition to that User; and
16.3.2 that User, in addition to personally using such Product(s) under the said licence, also nominates and permits one or more individuals to do so on the Sub-User Terms (as defined below) but only if each individual is a “Sub-User” (as defined below).
16.4 “Sub-User” means any individual person (not acting as a “Consumer” as defined in Clause 2) within the Master User’s organisation who the Master User nominates and authorises to have access to and use the Product that we licence to the Master User as a User. However, they will not become a Sub-User if we for any reason reject them when the Master User nominates them. If we reject them, they must not make any use of or access the Website.
16.5 “Sub-User Terms” means the provisions of both these Multi User Terms and Clauses 1-15 that govern the access to and use of any Product.
16.6 A Sub-User (but no other person or entity) may access and make use of a Product for the Master User’s business purposes only and within the “Permitted Use” (as defined in clause 3 above) and not for any personal or other purpose of the Sub-User, and accordingly the same terms and restrictions will apply to access and use by a Sub-User as apply to the Master User. Any Sub-User’s email address must be the same as the email address of the Master User’s organisation except that it must have a unique difference which identifies that Sub-User, distinguishes them from any other person, and serves to direct an email to that address for their sole attention.
16.7 A Sub-User must not allow any other person or entity (whether within the Master User’s organisation or otherwise) to have access to or make use of any Product by means of the Sub-User’s unique log in and account.
16.8 We may at any time carry out checks to find out whether or not a Sub-User is or has been abiding by the Sub-User Terms. The Master User must, on request, provide us with any assistance or cooperation as is reasonably necessary for that purpose.
16.9 Sub-Users acknowledge that, as between them and the Master User, we do not control or limit whether or how the Master User has access to, uses or stores, any data or documents related to or arising from all proper access to and use of any Product(s) by its Sub-Users (e.g., document downloads, document history, usage logs).
16.10 Our Privacy Policy applies to Sub-Users as it applies to the Master User where relevant and applicable to a Sub-User rather than a Master User.
16.11 To the extent that the Master User is a data controller or data processor with respect to a Sub-User’s personal data, the relevant obligations and provisions of all applicable laws (including, but not limited to, the Data Protection Act 2018 and the UK GDPR) will apply to the Master User’s collection, holding, and processing of such Sub-User data.
16.12 When a Sub-User is to cease as a Sub-User the following will apply:
16.12.1 The Master User may at any time(s) in its discretion delete or deactivate a Sub-User by accessing the Master User’s account online and implementing that deletion or deactivation;
16.12.2 Except as follows, the consequence of deletion or deactivation of a Sub-User will be that that Sub-User will no longer be able to access or use any Product or related data, and that all personal data and other information and data related to that Sub-User or their previous access to or use of any Product(s) will be automatically permanently deleted;
16.12.3 When the Master User implements deletion and at the same time opts for the Sub-User’s account to be reallocated to a new Sub-User from the time of deletion, access to and use of the account will continue without any change other than the change of Sub-User and Clause 16.12.2 will accordingly not apply; and
16.12.4 Where the Master User intends to delete any Sub-User, and the Master User wishes, after deletion, to retain access to and use of any data or documents in that Sub-User’s account, the Master User must, before deletion, ensure that it downloads any documents in the Sub-User’s download history that it wishes to retain and makes a manual record of any other information from the Sub-User’s account that it wishes to retain.
16.13 The Master User accepts that we will only permit a Sub-User to have access to and use any Product if the Sub-User first undertakes directly to us to accept and be bound by the Sub-User Terms, and a Sub-User will then be directly responsible and liable to us for abiding by them. Each Sub-User must give that undertaking via the Website in the way that we specify during the process of logging in for the first time. A Sub-User does not have to pay any Fee or other sum to us. (Only a Master User has to pay Fees to us.)
16.14 Each Sub-User must at all times abide by the Sub-User Terms.
16.15 If at any time we become aware of any non-compliance with any of the Sub-User Terms by the Master User, any Sub-User(s), or both, we may, without first giving notice to the Master User or the Sub-User(s) concerned, suspend access to any Product or other data or item by all or any of the Sub-User(s) and/or the Master User, as appropriate.
16.16 The Master User will be responsible and liable to us for any non-compliance with the Sub-User Terms by the Sub-User. If there is any non-compliance with the Sub-User Terms by the Sub-User we may, in our discretion, use our rights arising from that non-compliance against either the relevant Sub-User or the Master User, or against both of them.
16.17 The Master User must indemnify us against and hold us harmless from any and all claims, demands, liabilities, losses, expenses, costs (including legal fees), and damages suffered by, incurred by, or awarded against us arising out of or in connection with either any non-compliance by a Sub-User with any of the Sub-User Terms or any other negligent or other act or omission of a Sub-User, whether or not we have used our rights (or sought to do so) only or also against any such Sub-User.
16.18 We will not intervene in or be in any way involved in resolving any issue arising between the Master User and a Sub-User, including (but not limited to) any issue about Product, data or document access, use, or removal.
16.19 When the subscription period of a Master User’s account ends or either party ends it, the period of the accounts of all of the Sub-Users of the Master User will also automatically end at the same time.
16.20 When we need to communicate with a Sub-User, we will do so by email to the email address assigned by the Master User for that Sub-User’s account.
16.21 When:
16.21.1 a new customer wants to subscribe as a Master User from the start of their Subscription Period and so wants to nominate one or more Sub-Users; or
16.21.2 an existing customer subscribing as a User subsequently wants to become and to subscribe as a Master User by nominating one or more Sub-Users; or
16.21.3 an existing customer subscribing as a Master User has previously added any Sub-User(s) and now wants to nominate one or more additional Sub-Users,
Clause 16.22 shall apply.
Where this Sub-clause applies:
- we will advise the customer, as part of the subscription process, of which subscription options they have in the circumstances together with the Fee(s) that they must pay for each such option;
- the Fee amount(s) quoted in each case will depend on the subscription option the subscriber chooses, the period of the subscription and the other relevant circumstances; and
- the subscriber must advise us, as part of the online subscription process, of the option they wish to take up, and we will then indicate during that process the amount of Fees they have to pay and how to pay them.
