A. Definitions

  1. Spendgate Account” means a currently active Spendgate account allowing access to the Software Service;
  2. Software Service” means our Spendgate software which is accessed and used via our password protected websites and publicly available websites;
  3. us“, “we” and “our” refers to Spendgate Limited (operating as “Spendgate”), a company registered in England with registered number 06493589 and having its registered office at 2nd Floor, 145-157 St John Street, London, EC1V 4PY, United Kingdom;
  4. you” and “your” means you, the person or organisation who accesses and uses this website and/or the Software Service;
  5. Data” means any data entered or uploaded by you while using the Software Service.
  6. Google Apps™” means Google’s™ business productivity suite through which you may access the Software Service
  7. Spendgate Administrator” means the person within your organisation who registered for a Spendgate Acount to access and set up the Software Service on behalf of your organisation
  8. Spendgate Purpose” is the use of the Software Service for the purposes of managing of your financial business processes
  9. Account Holder” means any person within your organisation who has access to a Spendgate Account
  10. Invoice Management Services” means the additional services provided by Us where we manage our customer’s invoices on their behalf

B. Terms of Software Service

  1. By using the Software Service you are agreeing to be bound by the following terms and conditions (“Terms of Service”):
  2. We reserve the right to update and change the Terms of Service from time to time without notice;
  3. Any new features that augment or enhance the current Software Service, including the release of new tools and resources, shall be subject to the Terms of Service;
  4. Continued use of the Software Service after any such changes shall constitute your consent to such changes;
  5. You can review the most current version of the Terms of Service at any time at: http://spendgate.com/terms;
  6. Violation of any of the terms will result in the termination of your Spendgate Account;
  7. You agree to use the Software Service at your own risk.

C. Spendgate Account Terms

  1. You must provide your organisation’s full legal name and address along with a valid email address, and any other information requested in order to complete the sign up process;
  2. Your login may only be used by one person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as you require;
  3. You are responsible for maintaining the security of your account and password. We cannot and will not be liable for any loss or damage from your failure to comply with this security obligation;
  4. You are responsible for all uploaded documents, comments and information held on your account (even when created or uploaded by others who have user names under your account).
  5. The user assumes all the risks and costs inherent to the use of the Software Service but grants;
  6. One legal entity may not maintain more than one account;
  7. The Software Service may only be used for the Spendgate Purpose. It must not be used as a general document repository. You may not use the Software Service for any illegal or unauthorised purpose. You must not, in the use of the Software Service, violate any laws in any jurisdiction (including but not limited to copyright laws).
  8. If you made any mistakes in the details you gave to us when applying for a Spendgate account, these errors can be corrected by a Spendgate Administrator accessing the Software Service and using the “setup” functions on the “Organisation”, “Users” or “Departments” pages.
  9. Your use of Spendgate should be restricted to the Spendgate Purpose, at no time should you provide services using Spendgate that are in direct competition to Our Invoice Management Services. A reseller programme is available if you want to provide these services to your customers.

D. Usage Terms

  1. Customers can review their Spendgate account data including uploaded invoices (“Site Usage”). Any Site Usage must be carried out as part of the Spendgate Purpose and is bound by the terms of this agreement plus the following specific terms:
  2. You expressly understand and agree that we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from your Site Usage or third-party products that access data via your Spendgate Account (including integrated accounting systems)
  3. We reserve the right at any time to modify or discontinue, temporarily or permanently, your access to the Software Service (or any part thereof) with or without notice.
  4. In the case of the Software Service being permanently discontinued, we shall inform the user of this fact within 15 (thirty) days before the date of account closure.

E. Cancellation and Termination

  1. You are solely responsible for properly cancelling your account. An email or phone request to cancel your account is not considered cancellation. You can cancel your account at any time through Spendgate. The Spendgate Account “Organisation” screen provides a cancellation link. Alternatively it can be removed from Google Apps by a domain administrator.
  2. If the user cancels his account, it’s content shall be immediately removed and the information and content in the memory/saved/maintained shall not be recoverable, and so we strongly advise the user to download any information, scanned images or reports they require before cancelling the account.
  3. We, in our sole discretion, have the right to suspend or terminate your account and refuse any and all current or future use of the Software Service, or any other Spendgate service, for any reason at any time. Such termination of the Software Service will result in the deactivation or deletion of your Spendgate Account or your access to your Spendgate Account, and the forfeiture and relinquishment of all data contained within your Spendgate Account. We reserve the right to refuse service to anyone for any reason at any time.

F. Modifications to the Software Service and Prices

  1. We reserve the right at any time to modify or discontinue, temporarily or permanently, the Software Service (or any part thereof) without notice.
  2. We may temporarily discontinue the Software Service or part of it, whenever it becomes necessary to change or correct defects within it. The user expressly accepts that we automatically supply the Spendgate Service with such corrections or changes and any possible bugs of defects inherent to these changes. At all times we will use reasonable endeavours to ensure these bugs or defects are rectified in a reasonable time. We shall not be liable towards any user or any third-party for any damages that may result or arise from the termination or suspension of the account and/or access to the Software Service by the user.
  3. We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Software Service.

G. Copyright and Content Ownership

  1. All intellectual property rights in the Software Service are reserved to us. The user accepts that the Software Service contains protected and confidential information which is governed by legislation, including copyright.
  2. You may not duplicate, copy, or reuse any portion of the Software Service, our visual design elements or concepts without express written permission from us.
  3. The Account Holder has sole responsibility for the accuracy and reliability of your Data. We reserve the right to disclose your Data to law enforcement officials in the investigation of fraud or other alleged unlawful activities.
  4. We may aggregate your Data with the data of other organisations for statistical purposes. This aggregated and anonymised data may be used to generate information that could be used to by your organisation to save money and will never be held outside of the Spendgate application.
  5. Any Data that can be attributed to a single organisation will never be accessible outside of the Spendgate application. In all other respects your Data will only be used by us to provide the Software Service.

H. General Conditions

  1. Your use of the Software Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
  2. Technical support beyond our support forums is only provided to paying Account Holders.
  3. We use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Software Service.
  4. You must not modify, adapt or hack the Site or modify another website so as to falsely imply that it is associated with Spendgate or the Software Service or any other service we operate.
  5. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of Spendgate or the Software Service without express written permission from us.
  6. You must not upload, post, host, or transmit unsolicited email or “spam” messages through your use of the Software Service
  7. The service is provided online, and so we are not responsible for any fault with any user’s internet connection and any inherent inability to access the Software Service that this may cause.
  8. You must not transmit any worms or viruses or any code of a destructive nature.
  9. The user expressly understands and agrees that We shall not be liable, for any direct, indirect, accidental, special or consequential damages, including but not limited to: damages for loss of profit; good faith; use; data or other resulting intangible losses (even if we had been advised of the possibility of such damages): (i) use of or inability to use the service, (ii) cost of acquiring replacement goods and services as a result of any goods, data, information or services acquired or obtained or messages received or operations contracted through the service, (iii) unauthorised access or change to your transmissions or data, (iv) statements or conduct of others when using the Software Service; (v) or any other matters relating to the Software Service.

Appendix 1: Invoice Management Services

In addition to the terms outlined above, if You have additionally subscribed to Our Invoice Management Services the following terms and conditions apply:

A. Types of Invoice Management Service

  1. You can choose either a standard Invoice Management Service or an Advanced Invoice Management Service.
  2. Our standard Invoice Management Service involves Spendgate receiving, scanning and uploading all invoices received at our postal address, posted by you from your postal address or sent by you or your suppliers to the email address we have communicated to you. Our standard Invoice Management Service does not include supplier liaison and communication. Where a supplier does contact Spendgate directly they will be referred to you.
  3. With the advanced Invoice Management Service we will carry out all those functions we carry out as part of the standard Invoice Management Service but will also accept calls and emails from suppliers who want to be updated on invoice statuses.
  4. Where we provide an advanced Invoice Management Service, You accept that we may disclose certin information regarding invoice statuses to suppliers. We will only supply this information to suppliers who can provide us with the following information
    1. Your organisation’s name
    2. The callers name and organisation
    3. The callers organisation’s postcode
    4. The invoice number
    5. The invoice value

B: Turn-Around Times and Liability

  1. You accept we can only process those invoices we are provided with and will not be held liable for the non-processing of any invoice we have not been provided with.
  2. We will endeavour to process invoices received by us within 3 working days of receipt, however we will not be held responsible for nor be liable for any lost discounts or late payment penalties that may be incurred as a result of any delay, howsoever caused.
  3. We will not be held liable for any other loss, direct or indirect that You may incur as a result of subscribing to our Service.

C: Billing, Payment and Termination

  1. Prior to service commencement you must pay a service set up fee.
  2. You will be invoiced for all invoices logged on your Spendgate Account at the applicable rate.
  3. Billing will be monthly in arrears and invoices will be payable strictly within 30 days from date of invoice.
  4. All charges exclude VAT which will be applied at the then prevailing rate.
  5. Invoice Management Services can be cancelled at any time, but must be cancelled in writing by emailing support@spendgate.com. Cancelling your account will not relieve you from any liability to pay for charges accrued up to the date of termination, nor for any outstanding monies owed to Us.
  6. Late or non-payment of charges may result in suspension or termination of your account. We will notifiy you if, in Our sole discretion, following non-payment of charges, we decide to suspend your account. In this case we will cease processing invoices on your behalf or taking calls or handling emails from your suppliers.
  7. In the event of suspension of your account you will be given a grace period of 5 days to rectify the non-payment after which we may terminate your account.

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