Terms and conditions.
 

Please read this information carefully and print a copy and/or retain this information electronically for future reference.
By using, downloading, installing or accessing any element of the “Product” (as defined below) from invoiceREF Limited (hereafter referred to as the “Provider”) you (“You” means the person or entity using the invoiceREF Product, “the User”), confirm you have read, understood, and agree to be bound by the Terms of Use (“Terms”) along with all policies, warrants, conditions of use and disclaimers provided herein, that govern your use of the Product, forming a legal contract between the Provider and, you as the Customer of the Provider.   
By electronically accepting these Terms, or by establishing an invoiceREF account, or by using the Product after the Effective Date of these Terms, you consent and agree to comply, and be bound by these Terms. 
When you agree to these Terms and accept this Agreement, you do so on behalf of yourself and any person that you entitle or authorise to use your invoiceREF account (with you, each a “User” of the Product).
 

The Provider, in their sole discretion, may amend, revise or update these Terms and any additional terms and conditions that may apply, in its sole discretion, and it will post the amended Terms in the relevant section of the invoiceREF.com website (www.invoiceref.com/terms) a link to which is contained in the settings section of the invoiceREF app. The Provider shall notify you of any material changes via email to your nominated email address.  The changes will come into effect immediately unless otherwise specified in the notice of change. Your continued use of invoiceREF after any changes to the Terms shall constitute your consent to such changes.
 

These are the terms of use for the “Product”, an application and supporting services that allows you to create invoice(s) that can be sent in a PDF format as an attachment or link via text message and/or mail to contacts, whose details you have entered into the Product . 
Your rights to use the Product are non-exclusive, non-transferable and non-sublicensable. You will not (or permit anyone else to): (i) rent, lease, reproduce, modify, create derivative works of, distribute or transfer the Product; (ii) use the Product for the benefit of any third party or incorporate the Product into any other product or service; (iii) circumvent mechanisms in the Product intended to limit your use; (iv) reverse engineer, disassemble, decompile, or translate the Product or attempt to derive the source code of the Software or any non-public APIs; (v) publicly disseminate information regarding the performance of the Product; (vi) access the Product to build a competitive product or service; (vii) submit any viruses, worms or other harmful code to the Product or otherwise interfere with or cause harm to the Product; (viii) seek to access information or data of other Product customers; (ix) use the Product to transmit spam or other unsolicited email; or (x) use the Product except as expressly permitted herein.
 

You must be at least 18 years of age to use the Product. Use of the Product will require you to create an account and register your email address, mobile telephone number, and a password (“Login Credentials”). To register for an invoiceREF account and/or enroll as a User, you will be required to provide us with personal information about yourself (“You”), including but not limited to your name, principal residential address, email address, mobile telephone number, date of birth, and other contact or identifying information as needed or requested to verify your identify, and the details of your business, trading name or organisation, (hereafter referred to as the “Business”) that you will be creating invoices in the name of, or on behalf of, the type of business, registered address, contact telephone number, your relationship with the business and/or undertaking of authority to act on behalf of the business, as appropriate.  You agree that the information you provide to us will be accurate and that you will keep it up-to-date at all times.
 

You acknowledge and confirm that the invoice created by invoiceREF is a retail invoice only, intended for requesting payments from your customers or clients for the goods and services you provide directly to them, such invoice being for valid and legitimate, lawful supply in accordance with the laws and regulations in the legal jurisdictions in which they were supplied and provided. 
Where you have selected to add Value Added Tax (“VAT”) to your invoices, subject to you providing a verified and legitimate VAT number, supplied by the tax authorities where your business is located, it is your responsibility to ensure the correct VAT rate has been applied, and that the VAT amount, for each element contained in your invoice and, in total for the complete invoice are correct. You acknowledge wholly and fully that this remains solely your responsibility in all instances regardless of whether a calculation has been performed by the Product, and indemnify the Provider fully and without encumbrance or reservation of any errors in the amounts of VAT detailed within invoices created by your use of the Product and any subsequent monies collected or taxes due.  
 

You further acknowledge and agree that it is your responsibility to confirm that the invoices you create are true and correct, and that they contain complete and accurate information regarding the transaction described therein and the payment to be made to you in connection thereof.
 

You represent and warrant that you have all rights to all content and data uploaded by you as part of your use of the invoiceREF Product and you hereby grant the Provider the right to use the data uploaded for the purposes of providing to you the invoiceREF Product and service(s). To the extent that any information or data provided by you comprises personal data, such personal data will have been obtained, and that the provision of such personal data to us for the purposes hereof will be, in compliance with all relevant data protection laws. 
 

During and after the term of this agreement, we may use non-personally identifiable data within the invoiceREF Product for purposes of enhancing the service, aggregated statistical analysis, technical support and other legitimate business purposes.
You acknowledge that you are solely responsible for all activity in your user account. Accordingly, you must use all reasonable efforts to prevent unauthorized access to your user account, and notify the Provider promptly of any such unauthorised access, or suspicion of such; keeping your Login Credentials secure and confidential. You acknowledge and agree that if Users allow a person to gain access to Login Credentials, with or without permission, the User is authorising that person to use the Product, and you will be responsible for all transactions, instructions, and actions that result from such access, even if they are unauthorised.   
 

You acknowledge and agree that our security procedures are a commercially reasonable method of verifying your identity and instructions, providing security against unauthorised transactions, unauthorised actions, and fraud, and protecting your invoiceREF account.
You warrant that you will not use the invoiceREF Product for any illegal, fraudulent or other prohibited activity. If we suspect that you may be engaging in or have engaged in a fraudulent, illegal or prohibited activity, or be using the Product to create illegitimate invoices where no service or product has been supplied, or, including any violation of these Terms, your access to the invoiceREF Product may be suspended or terminated without notice. Additionally, we reserve the right to contact law enforcement agencies.
 

Liability Indemnification 
You agree to defend, reimburse or compensate the Provider and hold them and any third parties on which they rely, or partner with, to deliver the Product, harmless from any claim, demand, expenses or costs (including legal fees, fines or penalties) that they incur or suffer due to, or arising out of your or your agents’ breach of these Terms, breach of any applicable law or regulation and/or use of the Product. This provision shall survive termination of the relationship between you and the Provider.
 

Use of Product
The Product is provided on an “As Is” basis without warranties of any kind. Your use of the Product is at your own risk and you accept the Providers disclaim on all warranties, either expressed or implied, including but not limited to, warrants of merchantability and fitness for a particular purpose. 
No content, form or information provided by the Provider whether part of the Product, or as an additional Service, or as part of the Providers general or specific communications, shall constitute or be construed as legal advice, business advice, or tax advice. The User warrants that they, in their sole capacity, as the User of the Product, are solely and wholly responsible for seeking information with respect to the tax regulations and any applicable legal requirements, including the reporting and filing of tax returns and, including any decisions or judgments applied, from a competent tax advisor or legal advisor.
The Provider disclaims any liability for damage to any computer system, mobile phone, mobile phone operating system or mobile phone applications resulting from accessing or downloading information in connection with the Product, and reserves the right, in its sole discretion, to cancel, modify or suspend the services of the Product should a virus, bug, computer problem, unauthorized intervention or other causes beyond our control, corrupt the administration, security or proper administration of the Product.
 

Use of Personal Data
The Provider will ensure that all your personal data is held in accordance with the general data privacy and security provisions of applicable law and our published Privacy Policy. Your use of the Product is subject to the Privacy Policy which you agree to as part of these Terms and by your use of the Product. We may amend the Privacy Policy by an update on the Privacy Policy page of our website (www.invoiceref.com/privacy).
Your use of the Product constitutes acknowledgement and agreement that the Provider has the right to access and disclose Personal data relating to you, to comply with all applicable laws and regulations, and any lawful requests from legal and regulatory authorities, and/or to disclose Personal data relating to you to Third parties if we have reason to believe that your use of the Product is in violation of these terms and conditions, or we believe or have reason to believe your use of the Product jeopardizes our customers, suppliers, partners and business.
 

Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, WE, OUR AGENTS, REPRESENTATIVES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR INJURY OR ANY DAMAGES, EITHER DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO) WHETHER IN CONTRACT, WARRANTY, DELICT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR: -
1.    LOSS OF INCOME OR REVENUE;
2.    LOSS OF BUSINESS;
3.    LOSS OF PROFITS OR CONTRACTS;
4.    LOSS OF ANTICIPATED SAVINGS;
5.    LOSS OF DATA;
6.    LOSS OF GOODWILL; OR
7.    SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGE
ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE PRODUCT, YOUR USE OF THE PRODUCST OR THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, OUR LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, SHALL NOT AT ANY TIME EXCEED THE AMOUNT OF THE TOTAL FEES YOU PAID FOR THE USE OF THE PRODUCT OR £100.00 (ONE HUNDRED POUNDS) WHICHEVER IS THE LOWER AMOUNT.
THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER THE CLAIM ASSERTED IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. IN NO EVENT SHALL WE, OUR AFFILIATES, AGENTS, REPRESENTATIVES, DIRECTORS, OFFICERS, OR EMPLOYEES BE LIABLE FOR ANY ACT OR OMISSION RESULTING FROM CIRCUMSTANCE BEYOND THEIR REASONABLE CONTROL. YOU HEREBY WAIVE ANY AND ALL RIGHTS TO BRING ANY CLAIM OR ACTION RELATED TO YOUR USE OF THE PRODUCT BEYOND ONE (1) YEAR FROM THE FIRST OCCURRENCE OF THE ACT, EVENT, CONDITION OR OMISSION ON WHICH ANY SUCH CLAIM IS BASED.
 

Jurisdiction and Applicable Laws
The Product is operated from the United Kingdom of Great Britain and Northern Ireland and these Terms shall be governed by and interpreted in accordance with the laws of therein. Any dispute under these Terms and Conditions or otherwise in connection with your use of the Product shall be brought exclusively in the courts of the England & Wales.
If any part of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of the Terms, which shall continue to be valid and enforceable to the fullest extent permitted by law.
 

We reserve the right to make changes or additions to these Terms for any reason at any time. We reserve the right to cancel or suspend the Products should it determine, in its sole discretion.