Definitions

1. Us, We, Our

   1. Excelmate Consulting Limited, Company, Edwin Williams, Sole trader

2. You, Your

   1. The individual or corporate entity of any kind using, purchasing or subscribing to Our services.

3. Services

   1. The Services described in any Schedule made hereunder and which are supplied or to be supplied by Excelmate to You on and subject to the terms of this Agreement and any schedules made hereunder.

Preamble

1. This Agreement sets out the terms which have been agreed between Us and You for the provision of Services by Us to You and shall be supplemented from time to time by Schedules setting out specific details of such services requested by You.

2. You as an individual, or the person entering into this Agreement on behalf of You where You are an entity, warrants that You are 18 years of age or older, and capable and authorised to enter into this Agreement.

3. This Agreement constitutes the whole and only agreement and understanding between the parties relating to its subject matter and supersedes and extinguishes any drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the parties in connection with the subject matter of this Agreement whether existing prior to or at the same time as this Agreement. The Agreement will be on these conditions only, to the exclusion of any other terms and conditions (including any terms and conditions which You purport to apply under any purchase order, confirmation of order, specification or other document). Your terms and conditions shall not apply to this Agreement.

Paragraph Headings

1. Headings used in this Agreement are inserted solely for convenience of reference and are neither a part of nor intended to limit the construction of any term or provision.

Unenforceable Provision

1. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall either be amended in such a manner to as closely reflect the intention of the parties or, in the event such amendment is not permissible, the offending provision shall be excluded from this Agreement. The remainder of this Agreement shall not be affected.

No Waiver

1. Except as explicitly provided for in this Agreement, no failure or delay by either Us or You in exercising any rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Us or You of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

No Assignment

1. You may not assign this Agreement without Our prior written consent. We may assign or subcontract all or part of Your rights and obligations under this Agreement at any time at Our sole discretion.

Governing Law

1. This Agreement shall be construed in accordance with the laws of the United Kingdom and any such action arising out of or relating to the Services shall be presented in an English court of law within the United Kingdom. You agree to submit to the jurisdiction of courts of the United Kingdom.

Amendments

1. We may, without prior notice to You, change this Agreement by posting any such changes to Our website. Any such changes shall become effective and binding upon You with immediate effect. You shall have sole responsibility for monitoring changes to this Agreement. If You do not agree to any such changes, Your sole recourse shall be to terminate Services used by You.

2. This Agreement may not be amended or modified by You except when made in writing and signed by a duly authorised representative of Us. Nothing in this Agreement gives any third party any rights or remedies under this Agreement.

3. We reserve the right at any time and from time to time to amend, improve or correct the Services. We shall not be liable to You or to any third party for any such modification or any failure to give such notice.

Privacy Policy

1. By contracting our Services, you are agreeing that we can disclose personal or personnel names, project names, and project details to third parties without further written consent as long as such use is appropriate to the provision of our Service. We shall not be liable to You for attempting to provide our Service where it can be shown we have acted in good faith.

2. You can always choose whether or not to disclose personally identifiable information and that choice will not prevent you from using Our Website or Services. Please note, however, if you should choose to withhold requested information, we may not be able to provide you with some of the Services dependent upon the collection of this information.

3. You shall have sole responsibility for maintaining the accuracy of Your information provided to Us, including, but not limited to, Your electronic mail (e-mail) address(es) for correspondence and notification purposes. You must ensure such contact details are current and up to date at all times in order to receive our Services. We shall have no liability whatsoever for any consequences arising from lost or misdirected communications, including but not limited to electronic mail (e-mail), between You and Us.

Use of Name

1. Unless otherwise restricted in writing by You, We retain the right to use Your registered company or trading name in Our sales and marketing activities which include, but are not limited to, press releases, sales and marketing materials, web pages and presentations.

Service Notifications

1. You agree to receive announcements and notifications relating to Services supplied to You by Us via electronic mail (e-mail) or any other means of communication.

Promotional Communications

1. You agree to receive sales and marketing materials relating to the Services made available by Us via electronic mail (e-mail) or any other means of communication. Such materials may include, but are not limited to, newly available Services, special offers and promotions.

Acceptable Use Policy

1. Our Acceptable Use Policy ("Policy") is intended to help protect Our service, You and Our consultants from irresponsible or, in some cases, illegal activities, and You agree to be bound by the Policy.

2. You shall not use the Services for any breach of any applicable law or generally accepted transmission or application protocols applicable to the Internet or any part of it or to anything connected to it or to any user of it, nor permit, enable or assist others to use the Services in such a manner. Such prohibited use includes but is not limited to the following:

   1. civil infringement of and/or criminal offences relating to copyright, trade marks or any other intellectual property right in any jurisdiction;

   2. commission of any criminal offence (including deliberate transmission of computer viruses) under the Computer Misuse Act 1990 (UK) or any similar legislation in any country;

   3. knowingly or recklessly transmitting, displaying or posting to a publicly accessible service any material which is unlawful or actionably defamatory or an invasion of privacy, breach of an intellectual property right or breach of a right of publicity in any jurisdiction with which any publicly accessible service reasonably appears to have any connection or from which it may reasonably be apprehended that a publicly accessible service is likely to be significantly accessed;

   4. transmitting, transferring, displaying or posting to a publicly accessible service any material in breach of the Data Protection Act 1998 (UK) or similar legislation in any other country or of any material which is confidential or is a trade secret or which affects the national security of the United Kingdom or the said territory or which may expose Us or any of Our contractors or subsidiaries to any retribution or penalty under the laws and/or regulations and/or decrees of the United Kingdom or any other country relating to the export of or dealing with military or potentially military resources;

   5. use of the Services or the Internet in any manner which is a violation or infringement of any rights of any kind or nature (whether like to any of the foregoing or otherwise) of any person, firm or company;

   6. any sending of unsolicited email messages or any mass mailing of unsolicited advertising material by You;

   7. any activity that We decide at Our sole discretion is an unsuitable use of the Services.

Warranty

1. The Services are provided "as is" and any expressed or implied warranties including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose are disclaimed. You agree that We are not in a position to assess any consequential loss which You may suffer as a result of any failure of the Services, or any other default on the part of Us. Accordingly it is Your responsibility to properly assess any consequential loss that You and/or Your clients may suffer and to obtain and maintain adequate precautions in relation to such losses.

Limitation of Liability

1. In no event shall We, nor anyone else who has been involved in the creation, production or supply of the Services be liable for any direct, indirect, incidental, special, exemplary or consequential damages however caused and on any theory of liability, whether in contract, strict liability or tort (including negligence or otherwise) arising in any way out of the use of the Services, even if advised of the possibility of such damage. Under no circumstances shall Our aggregate liability to You exceed the lower of i) £5,000.00 or ii) the aggregate fees paid by You to Us for the Services up to the time the cause of action arose. This provision is a material provision in the absence of which neither You nor Us would have entered into this Agreement.

2. We shall have no liability to You for any loss arising from any material, data or instructions supplied whether digitally or otherwise by You or on Your behalf which is incomplete, inaccurate, illegible, out of sequence or in the wrong form or arising from late arrival or non-arrival or any other fault by You or on Your behalf.

3. Nothing in this Agreement shall exclude or limit Our liability for death or personal injury resulting from Our negligence or fraudulent misrepresentation nor affect the statutory rights of consumers.

Indemnity

1. You agree to fully indemnify and keep Us, Our contractors, subsidiaries, affiliates, officers, partners and employees fully indemnified from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including but not limited to legal fees) whatsoever incurred by it or them and arising from any of the following: (i) Your breach of this Agreement or its negligence or other act, omission or default; (ii) Your use or misuse of the Services; (iii) You infringing (whether innocently or knowingly) third party rights (including without limit IPRs).

Payment Terms

1. We reserve the right to restrict Your access to systems We have designed or modified if payment is not made within agreed terms. Such systems and spreadsheets will remain the property of Excelmate Consulting Limited until full payment is made. Standard payment terms are 28 days from invoice date.

Intellectual Property and Distribution

1. Any work We conduct is done for Your sole use. Resale or distribution of Our work to third parties is strictly prohibited unless permission is requested in writing by You and confirmed in writing by Us.

2. We retain the right to reuse any material provided by You or We have prepared for You, such as, but not limited to, coding, formulae, structure, theory, layout.

Termination

1. Without prejudice to any other rights to which We are entitled, We reserve the right to terminate the Services provided to You at any time without issuing any prior notice to You. No refunds or credits shall be given in the event We terminate this Agreement due to a breach of this Agreement by You.

2. All obligations and duties, which by their nature extend beyond the expiration or termination of this Agreement, shall survive and remain in effect beyond expiration or termination of this Agreement.

Legal Contact

1. Please e-mail edd@excelmate.co.uk