TERMS AND CONDITIONS OF SALE  OF EXELA Limited

Important notice: We do not require a signed agreement. Your use of any services or resource provided by us, including this website, denote your complete agreement with and acceptance of these terms and conditions.

Geographic statement: EXELA Limited is a United Kingdom based company trading in the United Kingdom with employed and freelance Assistants in the UK and outside the UK.

Our service and these Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.

Regardless of currency, all invoices and payable charges for our service originate from the United Kingdom and, as such, we are a United Kingdom based company trading in the United Kingdom for tax purposes.

1 DEFINITIONS
1.1 “Buyer” means the individual or organisation that buys or agrees to buy the Services from the Supplier
1.2 “Consumer” shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977;
1.3 “Contract” means the contract between the Supplier and the Buyer for the provision of Services incorporating these Terms and Conditions;
1.4 “Services” means the services that the Buyer agrees to buy from the Supplier;
1.5 “Supplier” means EXELA Limited of Cheltenham Film Studio, Arle Court, Hatherley Lane, Cheltenham, GL51 6PN, United Kingdom that owns and operates all websites.
1.6 “Terms and Conditions” means the terms and conditions for the provision of Services set out in this agreement and any special terms and conditions agreed in writing by the Supplier;
1.7 “Website” means exela.co.uk and any subdomains of these.
1.8 “Bill day” means the monthly anniversary of the original signup, upon which further monthly subscription fees will be taken. In the event that the original bill day is not available in a future month (for example 31st) the fees will be taken on he 28th of the month.
1.9 “Signup form” means the online web page where the number of hours to be purchased is chosen, the price of each hour purchased is agreed, agreement to the Supplier’s terms and conditions is made and the Buyer’s initial purchase is made.

2 CONDITIONS
2.1 Nothing in these Terms and Conditions shall affect the Buyer’s statutory rights when buying as a Consumer.
2.2 These Terms and Conditions shall apply to all contracts for the provision of Services by the Supplier to the Buyer and shall prevail over any other documentation or communication from the Buyer.
2.3 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Supplier.
2.4 Any complaints should be addressed to the Supplier’s address stated in clause 1.5.
2.5 Any special conditions applying to the provision of the Services are set out in the Schedule to this agreement.
2.6 Nothing in these Terms and Conditions shall be taken to confer any rights under the Contracts (Rights of Third Parties) Act 1999.

3 ORDERING
3.1 All orders for Services shall be deemed to be an offer by the Buyer to purchase Services pursuant to these Terms and Conditions and are subject to acceptance by the Supplier. The Supplier may choose not to accept an order for any reason.

4 PRICE AND PAYMENT
4.0 The price of the Services shall be that stipulated on the Signup form, and is customised to the Buyer’s needs. The price is exclusive of VAT, which is only payable if the Buyer resides within the United Kingdom.
4.1 Payment of the monthly subscription price plus VAT for United Kingdom based buyers, must be made monthly by Paypal, credit or debit card or Direct Debit. Payment must be made without deduction or set-off.
4.2 Where applicable, if any payment is not paid on time or any payment is rejected or refused, the amount owing will be treated as overdue and the Supplier will be entitled immediately to cease or suspend the provision of the relevant Service until payment has been received.
4.3 Where applicable, the Supplier shall be entitled to charge interest daily on overdue invoices from the date when payment becomes due until the date of payment at a rate of 4% per annum above the base rate of HSBC bank from time to time in force.
4.4 The Supplier reserves the right to refer unpaid and overdue invoices to an accredited debt collector of the Supplier’s choosing, which may incur additional fees.
4.5 Subscription fees are taken on the Buyer’s Bill day at the beginning of the monthly period.
4.6 Fees for additional work requested by the Buyer are due prior to any additional work commencing and can be made via Stripe, credit or debit card or Direct Debit.
4.7 Refunds are available solely at the discretion of the Supplier.

5 PERFORMANCE AND TERMINATION
5.1 The Supplier shall perform the Services with reasonable skill and care.
However, the Supplier does not guarantee that the Services will be uninterrupted, secure or error-free or that any data generated, stored, transmitted or used via or in connection with the Services will be complete, accurate, secure, up to date, received or delivered correctly or at all. The Supplier may have to suspend the Services for repair, maintenance or improvement. If so, the Supplier will restore them as quickly as is reasonably possible.
5.2 The Services are subject to an initial contract period of one month and shall continue thereafter on a rolling one-month contract unless and until terminated in accordance with clauses 5.3 and 5.4.
5.3 Subject to clause 5.2, either party may terminate this agreement (as regards some or all of the Services) at any time for any reason by giving written notice, which need not be in advance. Any payment due remains payable.
5.4 The Supplier may terminate this agreement (as regards some or all of the Services) or suspend some or all of the Services immediately on written notice if the Buyer breaches any term of this agreement, and any payment due remains payable and, if already paid, will be non-refundable.
5.5 The Supplier may terminate this agreement (as regards some or all of the Services) or suspend some or all of the Services should the Buyer become financially insolvent.
5.6 The Buyer may not use the Supplier’s service to arrange or in relation to any illegal or immoral activity.
5.7 The Buyer agrees that the Supplier is not a recruitment agency or introducer and does not search or specifically select staff or third parties on behalf of the Buyer and therefore relevant recruitment agency laws and regulations do not apply to the Supplier.
5.8 The Buyer agrees that the Supplier will use vetted, interviewed and approved freelance Virtual Assistants to fulfill the Buyer’s workload, task and project requirements.

6 RIGHTS OF SUPPLIER
6.1 The Supplier reserves the right to periodically update any prices shown on the Website, which cannot be guaranteed for any period of time. The Supplier shall make every effort to ensure any prices shown are correct at the point at which the Buyer places an order.
6.2 If the Supplier updates the price paid by an existing Buyer, notice shall be provided to the email address held on record for the account no less than one full month prior to the change taking effect.
6.3 The Supplier reserves the right to withdraw the Services from the Website at any time.
6.4 The Supplier shall not be liable to anyone for withdrawing the Services from the Website or for refusing to process an order.
6.5 The Supplier may assign their rights to a third party after giving 30 days notice to the Buyer via their account.

7 AGE OF CONSENT
7.1 Where the Services provided involve the purchase of articles which may only be purchased by persons of a certain age the Buyer will be asked when placing the order to declare that they are of the appropriate legal age to purchase the articles.
7.2 If the Supplier discovers that the Buyer is not legally entitled to order certain Services or articles, the Supplier shall be entitled to cancel the order immediately, without notice.

8 CANCELLATION WHEN BUYING AS A CONSUMER
If purchasing as a Consumer the Buyer has the right to cancel the Contract, by notice in writing, at any time before seven working days has passed from the day after the Contract was made. If, however, the Supplier starts to perform its side of the Contract with the agreement of the Buyer before the Buyer exercises this right to cancel, the right to cancel is lost.

9 LIMITATION OF LIABILITY
9.1 Except as may be implied by law where the Buyer is dealing as a Consumer, in the event of any breach of these Terms and Conditions by the Supplier the remedies of the Buyer shall be limited to damages, which shall in no circumstances exceed the regular monthly subscription price of the Services paid by the Buyer and the Supplier shall under no circumstances be liable for any indirect, incidental or consequential loss or damage whatever.
9.2 Nothing in these Terms and Conditions shall exclude or limit the liability of the Supplier for death or personal injury resulting from the negligence of the Supplier or that of the Suppliers agents or employees.
9.3 To the extent permitted by law, the Supplier shall not be liable to the Buyer save as expressly provided for in this agreement and shall have no other obligations, duties or liabilities whatsoever in contract, tort or otherwise to the customer.
9.3a The Supplier will not be responsible for any damages the Buyer’s business may suffer.
9.3b The Supplier makes no warranties of any kind, expressed or implied for the services provided.
9.3c The Supplier disclaims any warranty or merchantability or fitness for a particular purpose.
9.3d The Supplier is not responsible for any loss of data resulting from delays, nondeliveries, wrong delivery, and any and all service interruptions caused by the Supplier and its employees. The Supplier cannot guarantee that the service will be uninterrupted or error-free, or meet the Buyer’s requirements.
9.3e The Supplier is not responsible for any loss or damages the Buyer or Buyer’s business may suffer as a result of fraudulent or negligent activity carried out by any agent, person, freelancer or company working in association with or on behalf of the Supplier. The Buyer accepts all responsibility and risk for sharing any sensitive data, including financial or payment information, with any agent, person, freelancer or company working in association with or on behalf of the Supplier. The Supplier does not recommend the sharing of credit card information.

10 WAIVER
No waiver by the Supplier (whether express or implied) in enforcing any of its rights under this agreement shall prejudice its rights to do so in the future.

11 FORCE MAJEURE
The Supplier shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, flood or failure of any communications, telecommunications or computer system, and the Supplier shall be entitled to a reasonable extension of its obligations.

12 SEVERANCE
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.

13 CHANGES TO TERMS AND CONDITIONS
13.1 The Supplier shall be entitled to alter these Terms and Conditions at any time but this right shall not affect the existing Terms and Conditions accepted by the Buyer upon making a purchase until the Buyer’s monthly renewal of the Services occurs.
13.2 Monthly renewal of the Services will be subject to the Supplier’s then current Terms and Conditions.
13.3 Notification of changes to these Terms and Conditions will be made within the Buyer’s account.
13.4 The Supplier shall be entitled to alter the price of the Services provided at any time. Price changes will take effect in the next billing due, providing 10 business days’ notice has been provided within the Buyer’s account.

14 GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

SCHEDULE
Special Conditions
1 The Supplier acts as an agent when arranging services for the Buyer.
2 The Supplier operates a vetting procedure for all services arranged for the Buyer – however the Supplier cannot guarantee the quality of the services arranged as an agent. The Buyer may need to agree to the terms and conditions of the external supplier in order for the services to be arranged.
3 The Buyer acknowledges that in order to arrange for the provision of products and services for the Buyer, it may be necessary for the Supplier to provide a third party with the Buyer’s details.
4 The Supplier may contact the Buyer by online customer portal, email and post – the Buyer can request that contact from the Supplier via a specific means ceases by contacting us to request this on 01242 375000.
5 The Buyer will notify the Supplier immediately if the security of their account has been compromised or if an authorised person leaves their employment.
6 The Buyer is granted a non-exclusive licence to access the Supplier’s software and systems on the Supplier’s servers – all intellectual property remains that of the Supplier.
7 EXELA Limited is not an employment agency, recruitment organisation or introducer.
The Buyer or any of it’s officers, employees or associates may not at any time
(either during or within five years of the last provision of service by The
Supplier) contract with, employ, reward or pay – either directly or indirectly* -any agent or freelancer introduced by, retained by or in any relationship with The Supplier. Should The Buyer or any of it’s officers, employees or associates breach this term, a fee of not less than £3000 or £3500 will become payable to The Supplier immediately. The Supplier will invoice the Buyer for this fee if it has a reasonable suspicion that the Buyer is in breach of this agreement, if The Buyer provides evidence in writing that this agreement has not been breached The Supplier will cancel the invoice.

* Including but not limited to other companies controlled by, owned by or
associated with the Buyer or any of the Buyer’s employees, officers or associates.

8 The Supplier will not be able to complete tasks that involve the installation or use of specialist software at their end, unless agreed in advance.

9 The service does not include any international phone calls made by the Supplier on the Buyer’s behalf.

REFUND POLICY
Refunds will be given at the sole discretion of EXELA Ltd.