SIMPLYDUTY TERMS & CONDITIONS
1.1 The SimplyDuty.com website and any associated app (the Website) is owned and operated ParcelWorks Limited (Company No 8867179; VAT No. GB186 019 008) (SimplyDuty, we, us, our). This Website is intended for use by businesses and organisations (you).
1.2 By using the Website and/or using any content accessible on the Website, including all results, duty calculations and computations generated by the Website, tax rate levels and HS codes and any API keys (the Content), you agree to be bound by these Terms (the Terms). If you do not agree to be bound by these Terms, you should not use the Website.
1.3 We reserve the right to revise these Terms at any time at our discretion. If we do so, the updated version will be effective as soon as it is accessible. You are responsible for regularly reviewing these Terms so that you are aware of any changes to them. These Terms were last updated in February 2017.
1.4 If you have any questions or any problems concerning the Website you should email support@SimplyDuty.com.
2.1 You must provide true, accurate, current, and complete information about your business/organization when providing your account details and you must make any necessary changes to that information within your account on the Website.
2.2 You shall not open up more than one account at the same time, and not open up an account under a different business/organization name than you have previously.
2.3 You are responsible for maintaining the confidentiality of your login details, and you are solely responsible for all activities that occur under your login details. You may not share your log in details and/or API key with any third party. You shall notify SimplyDuty immediately of any unauthorised use of your account. We shall not be liable for any loss or damages or costs incurred if a third party uses your login details or API key, either with or without your knowledge. You shall only permit your employees to access the Website through your account and shall procure that your employees comply with these Terms.
2.4 Notwithstanding anything to the contrary in these Terms, SimplyDuty reserves the right not to allow anyone or any entity to sign up for any account.
3.1 Subject to these Terms, SimplyDuty grants you a non-exclusive, personal, non-sub licensable, and non-transferable licence to access the Website to generate Content and to use such Content once-only for your internal business purposes.
3.2 When you use the Website you must comply with all applicable laws. In particular, but without limitation, you agree not to (a) try to gain unauthorised access to the Website or any networks, servers or computer systems connected to the Website; (b) use the Website in any manner that could damage, disable, overburden or impair our servers or networks or interfere with any other user’s use and enjoyment of the Website; (c) save to the extent expressly permitted by law and not capable of exclusion by law, copy, reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble all or part of the Website; (d) post or transmit to or from the Website anything that is technically or otherwise harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data, or other malicious software or harmful data); (e) frame or use any framing techniques to enclose the Website, or any part of it, or any web page from which any of the Content is accessible; (f) cache any part of the Website or Content; (g) use any robot, bot, rover, spider, scraper, data mining device, or other automatic device, system, process, or means to access the Website or Content; (h) distribute, sell, supply, modify, alter, adapt, translate, amend, incorporate, merge, or otherwise change the Website or Content; (i) create any database of the Website or Content or any product or service that competes with the Website; (j) redistribute, encumber, sell, rent, lease, transfer, or otherwise use any of the Website or Content; (k) breach the security or authentication measures on the Website or any network connected to the Website; and/or (l) modify or remove any copyright and/or other intellectual property notices on any of the Website or Content.
3.3 You may link to the home page of Website from your website, provided that (a) you do not create a frame or any other browser or border environment around the Website; (b) you do not imply that we are in any way connected to you, or endorse any of your products or services; and (c) your website does not contain anything that infringes any intellectual property rights or other rights of any other person or does not comply with all applicable laws and regulations. We may terminate this licence at any time on notice to you.
3.4 Any licence or rights not expressly granted in these Terms are reserved to SimplyDuty.
4.1 You shall pay SimplyDuty the fees set out on the Website from time to time. VAT, if applicable, shall be paid in addition. We reserve the right to increase the fees without prior notice and you are responsible for ensuring you are aware of the current fees.
4.2 SimplyDuty shall be entitled to invoice you once a month in respect of all fees due and payment shall be made within 15 days of receipt of an invoice. If payment is not made when due, SimplyDuty may (a) under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) claim debt recovery costs and interest from the due date for payment accruing on a daily basis, until payment is made; and/or (b) terminate your account.
4.3 You acknowledge and agree that any account, credit card, and related billing and payment information that you provide to SimplyDuty may be shared by SimplyDuty with its subcontractors for the purpose of performing credit checks, effecting payment to SimplyDuty, collecting debts owed to SimplyDuty, and/or servicing your account.
4.4 In the event of billing disputes, SimplyDuty reserves the right in its sole discretion to apply credits to future sums due rather than refunds against past payments.
- TERM AND TERMINATION
5.1 Notwithstanding anything else in these Terms, you or SimplyDuty may terminate your SimplyDuty account with immediate effect at any time and for any reason whatsoever.
5.2 If you terminate your SimplyDuty account, you will not receive any refund of any money you have already paid. If we terminate your SimplyDuty account, provided that you are not in breach of these Terms, we will refund to you the unused portion of any money you have already paid for Content not received.
5.3 All fees invoiced and/or otherwise due in respect of your use of the Website shall remain due and payable notwithstanding termination. Clauses 8, 9, 11, 12, 13 and 14 shall continue in force notwithstanding termination.
6.1 There may be occasions when access to the Website may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. You also acknowledge that the Website may be subject to breaches of security and that the submission of content a may not be secure.
6.2 We reserve the right to remove any content or features from the Website for any reason, without prior notice and/or to suspend or cease providing any services relating to the Website without notice, and shall have no liability or responsibility to you in any manner whatsoever in such circumstances save to refund to you the unused portion of any money you have already paid for Content not received in relation to any services that we cease to provide.
- INTELLECTUAL PROPERTY RIGHTS
8.1 You acknowledge and agree that all intellectual property rights (including but not limited to copyrights, database rights and trade marks) in the Website and Content shall remain vested in SimplyDuty or our licensors. You do not acquire any rights of ownership by downloading and/or accessing the Website and/or Content.
8.2 You grant to us a perpetual, sublicensable, and transferrable licence to use the data that you provide to SimplyDuty for any reason.
8.3 You consent to use of your company name and logo within our customer lists, marketing materials, and websites. This licence shall survive the termination of these Terms.
9.1 The recipient of any confidential information will not disclose that confidential information, except to employees and/or professional advisors who need to know the same and have agreed in writing to keep such information confidential. The recipient shall, and shall ensure that its employees and advisors shall (a) use such confidential information of the other party only to exercise rights and fulfill obligations under these Terms; and (b) keep such confidential information confidential. The recipient may also disclose confidential information when required by law after giving reasonable notice to the other party sufficient to give the other party the opportunity to seek confidential treatment, a protective order, or similar remedies or relief prior to disclosure.
9.2 Nothing in this clause 9 shall apply to confidential information which: (a) is lawfully in the recipient’s possession prior to receipt; (b) becomes publicly known, otherwise than as a consequence of a breach of these Terms or being revealed in court; (c) is disclosed to a third party pursuant to written authorisation from the disclosing party; and/or (d) is received from a third party without breach of any other relevant confidentiality obligation.
- LINKS TO THIRD PARTY CONTENT
10.1 The Website may contain links to websites or apps operated by third parties. We do not have any influence or control over any such third party websites or apps and we are not responsible for and do not endorse any third party websites or apps or their availability or content.
10.2 We accept no responsibility for adverts contained within the Website. If you agree to purchase goods and/or services from any third party who advertises in the Website, you do so at your own risk. The advertiser, and not SimplyDuty, is responsible for such goods and/or services and if you have any questions or complaints in relation to them, you should contact the advertiser.
11.1 We use reasonable endeavours to ensure that the Content is accurate, but you agree that much of the Content depends on third party information which may not be accurate or up to date. Accordingly, your use of the Website, and in particular the Content, is at your own risk. The Website and all Content is provided on an “as is” basis. You acknowledge and agree that the Content is provided for information only and should not be relied on as tax, accounting, legal or financial advice, recommendation, arrangement and/or opinion. You should determine whether the Content is fit for purpose, suitable for your particular circumstances and whether or not to use and/or rely on Content without further advice from tax, law and/or accountancy professionals.
11.2 To the maximum extent permitted by law (a) we disclaim all liability whatsoever, whether arising in contract, tort (including negligence) under statute or otherwise in relation to the Website including the Content; and (b) all implied warranties, terms and conditions relating to the Website and the Content (whether implied by statute, common law or otherwise), including any warranty, term or condition as to accuracy, completeness, reliability, satisfactory quality, performance, fitness for purpose, availability and non-infringement are excluded.
11.3 We do not guarantee that the Website and/or Content will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate security safeguards including anti-virus and other security checks.
12.1 Nothing in these Terms shall exclude or limit either a party’s liability for (a) death or personal injury resulting from its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other loss that cannot lawfully be excluded under English law.
12.2 SimplyDuty will not be liable, in contract, tort (including negligence), under statute or otherwise, as a result of or in connection with the Website, for any (a) additional duty and/or taxes charges you may face from a difference in the Content and the sum charged by a duty broker, customs and excise department or other authority; (b) economic loss including loss of revenues, profits, contracts, business or anticipated savings; (c) loss of reputation; (d) loss of data including your content; and/or (e) special or indirect or consequential loss even if advised of the possibility of such losses.
12.3 If SimplyDuty is liable to you directly or indirectly in relation to the Website and/or Content, that liability (howsoever arising) shall be limited to the fees paid by you for the Content in question, and in any event subject always to a maximum of the fees paid by you to SimplyDuty in the month before the claim arose.
13.1 Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure results from events, circumstances, or causes beyond its reasonable control.
13.2 If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties set out in these Terms and all other provisions shall remain in full force. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
13.3 You may not assign or otherwise transfer your rights or delegate your obligations under these Terms, in whole or in part, without the prior written consent of SimplyDuty.
13.4 SimplyDuty may sub-contract, assign, transfer, or delegate any of its obligations or rights under these Terms in whole or in part at its sole discretion.
13.5 These Terms constitute the entire agreement between you and SimplyDuty and supersede and extinguish all previous drafts, agreements, arrangements, and understandings between us, whether written or oral, relating to all subject matters.
13.6 Any notices to be sent under these Terms shall be sent (if to you) by email to the email address you provide us upon registration and (if to SimplyDuty) by first-class post or a prepaid next working day delivery service that provides proof of delivery to the address stated at the beginning of these Terms.
- GOVERNING LAW & JURSIDICTION
14.1 These Terms shall be governed by and construed in accordance with English law. Disputes arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the English courts. Nothing shall prevent us from bringing proceedings to protect our intellectual property rights before any competent