Terms & Conditions

Welcome to Expandly! These terms and conditions apply to your use of this Website and/or your purchase of any Services through it. Part 1 applies to all users of the Services (these are our terms of services). Part 2 applies to all users that access the Website and/or use the Services (these are our terms of use and general terms).

This Website and all Services accessible through it are provided by Expandly Limited, a company registered in England and Wales with company number 15025397 and registered office at Unit 5 Mountpark, Southampton, Wide Lane, Southampton, SO18 2FA, United Kingdom. By using this Website and/or creating an Expandly Account you are accepting these terms and conditions.

Annualised Charges

means the actual Charges payable over a period of 12 months immediately preceding the issue giving rise to a claim or, if the Agreement has been in force less than 12 months, the average actual monthly Charges payable multiplied by 12.

Charges

means the amount payable by you for the Services as set out on the price page of this Website calculated in accordance with the Charges & Payment clause of these terms.

Expandly Account

means a user account created online via this Website.

Intellectual Property Rights

means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Our, We or Us

means Expandly Limited registered in England and Wales with company number 08535215.

Minimum Period

means the period that you have selected to use the service for.

Service

means the supply and hosting by us of an e-commerce platform for the purpose of enabling you to sell goods and/or services via various channels including but not limited to, where applicable, live inventory-checking, warehouse integration, system integration and supply of account integration for sales orders; and such additional services as we may agree to provide from time to time.

Trial

means a period of at least 7 days from the date you register with us and create an Expandly Account.

You or Your

means you, the customer, who uses the Website and/or purchases the Service from us via an Expandly Account.

Website

means our website at www.expandly.com.

Your Data

means any data provided to us by you for the use of our Services.

Part 1 – Terms of Services

Use of our Services

If you would like to use our services, you will need to create an Expandly Account. Details of how to open an Expandly Account can be found on the relevant page of our Website. Once you have submitted your application for an account to us, you will receive an email which confirms whether your account has been successfully opened or whether your account has been declined. We reserve the right to refuse to open an Expandly Account without having to give a reason.

By accepting the terms and conditions during the sign-up process, you will be bound by Part 1 of these terms and conditions from such date.

For so long as your Expandly Account remains open, we grant to you a limited, non-exclusive, non-transferable licence to use the Services.

Although we do take steps to ensure that the Services are performed to a reasonable standard, you acknowledge that the Services (and any software, hardware and other technology owned or used by us to deliver the Services) are “As Is” without any warranty or representation as to up-time, response times or results. We do not accept any responsibility for down-time or poor performance of the servers or infrastructure or where the Service is unavailable for any other reason, whether within or outside our direct control.

We have the right to make any changes to the Service which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of the Service and we will notify you of any change.

We may from time to time introduce services in addition to the Service which will be available to all relevant users. Any additional services will be provided to you in accordance with these terms and conditions.

If we are prevented from supplying the Service to you for any reason which is caused by any act or omission by you or you breach any term of these terms and conditions (each a “default”):

– we may suspend the Service until you remedy the default, or if in our reasonable opinion this is not possible, cancel the Service and deactivate your Expandly Account. We will give you at least 7 days written notice prior to such cancellation or deactivation unless an immediate deactivation is required for security reasons or to protect our reputation or avoid suffering loss or damage. You will be responsible for the Charges up to the date of cancellation or deactivation. This will not limit any of our rights or remedies that we may have against you;

– we will not be liable for any costs or losses incurred by you arising directly or indirectly from our suspension or cancellation of the Services; and

– you shall reimburse us for any costs or losses sustained or incurred by us arising directly or indirectly from your default.

Charges and Payment

We will provide you with the Service and charge you the Charges in accordance with clause 3. The Service is free of charge for the Trial Period.

We reserve the right to change our prices and Trial at any time and we will notify you of any change subject to 30 days’ prior written notice.

At least 24 hours before the end of the Trial Period we will notify you that the Trial Period is about to end. At this time, in order for you to continue receiving the benefit of the Services, we will request your credit/debit card details in order for us to collect payment via our secure payment portal. Failure to provide valid credit/debit card details will result in your Expandly Account being deactivated on the final day of the Trial Period.

The Charges are payable monthly or annually, depending on the selection you have made on our pricing page, in advance via our secure payment portal. Payment is usually taken on the same day of each month or where relevant each year from which the subscription commenced. The first Charge is due on the day after the end of the Trial Period.

Where a Minimum Period is longer than 12 months, you are liable for any unpaid Charges.

Where a payment is declined or is not received by us on the due date for any reason, access to your Expandly Account may be suspended until such time as the payment has been processed and received and an active credit/debit card is associated with your Expandly Account.

We will monitor the total sales volume generated through your use of Expandly on a monthly basis. If in any month we deem your sales volumes to be excessive applicable to your Expandly Account, we may notify you in writing that this has occurred and amend your Charge. You are entitled to object to this by notifying us in writing provided that such objection is raised within 1 month of such a change. If in any period of 2 months the total sales volume generated through your use of Expandly is deemed excessive (and you have objected to a change in Charge) then we reserve the right to suspend and or terminate your Expandly Account.

Amounts due and paid under these terms and conditions with us shall be paid in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

Your Expandly Account

If you register for an Expandly Account in accordance with the clauses above and are issued with a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

Expandly is not intended for use by consumers. Our Services and the Expandly Account are offered to individuals or corporate entities acting entirely for the purpose of their business, trade, craft or profession and by registering for an Expandly Account you confirm that you are acting entirely for such purpose.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms and conditions.

If you know or suspect that anyone, other than you, is in possession of your identification code or password, you must promptly notify us at [email protected].

Your Data

Your Data shall remain your property (and at your risk) at all times. We do not review, inspect or verify the accuracy or inaccuracy of Your Data.

You grant to us a worldwide, royalty-free, non-exclusive license to publish, alter, adapt, compile, host and use Your Data for the purpose of providing you with the Service.

You warrant that Your Data does not belong to a third party whose rights have been infringed by the content posted in relation to the Service. If any content is owned by a third party you agree to pay all royalties, fines and settlements owed to that party, without seeking any contribution from us.

Your Obligations

You shall:

– co-operate with us in all matters relating to the Service;

– obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Service is to start;

– use your Expandly Account appropriately and only for the purpose of receiving and using the Service;

– not provide access to the Service to any third party, nor modify, disrupt or interfere with the Service, supporting servers or networks or excessively overload our systems that we use to provide the Service;

– after the Trial Period, pay for the Service in accordance with the Charges and Payment clause;

– maintain a valid credit/debit card details at all times on your account for the purposes of paying the Charges; and

– comply with any third party licence conditions provided to you in using the Service.

– settle any unpaid Charges related to a Minimum Period where you terminate the Service before the end of such a Minimum Period.

You must not under any circumstances sell, resell or licence the Services for any use other than for your own internal commercial purposes.

Data Protection

We are a data processor (as defined in the Data Protection Act 1998) of Your Data.

We undertake that we will comply, and will cause our employees, agents and sub-contractors to comply, with the Data Protection Act 1998 and all applicable data protection laws in connection with the performance of our obligations in relation to the Services and the Website.

To the extent that we need to process any personal data as part of the Services, we agree to:

– process such personal data only in accordance with your instructions; and

– take appropriate technical and organisational measures against the unauthorised or unlawful processing of personal data and against the accidental loss or destruction of, or damage to, such personal data.

Limitation of Liability and Indemnity

Nothing in these terms and conditions excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

Subject to the above:

– we shall not be liable to you under any circumstances during the Trial Period;

– we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

– loss of profit, sales or business (whether direct or indirect);

– loss of revenue (whether direct or indirect);

– business interruption (whether direct or indirect);

– loss of anticipated savings (whether direct or indirect);

– loss of business opportunity, goodwill or reputation (whether direct or indirect);

– loss or corruption of data including Your Data (whether direct or indirect);

– any indirect or consequential loss.

– our total liability to you in respect of all other losses arising under or in connection with these terms and conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 150% of the Annualised Charges.

The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these terms and conditions.

You agree to indemnify and hold us, our affiliates and partners and their respective officers and employees harmless from any loss, fines, fees, liability or claim made by any third party arising from:

– any use made by us of Your Data in the provision of the Services;

– any alleged infringement of a third party’s intellectual property rights arising from any information, content or data (including Your Data) provided to us.

This clause shall survive termination of these terms and conditions and/or termination of the Service provided to you.

Termination

Either you or we may terminate the Service by giving at least 20 days’ prior written notice to the other. Termination shall not limit any other rights or remedies available to you or us. In order to terminate the Services you must send to us an email requesting cancellation to [email protected] or alternatively follow the cancellation process available on the Expandly platform by logging in to your Account. We will send you an email to confirm that the cancellation has been process. Cancellation by any other means is not valid.

On termination of the Service by either you or us, no refunds will be provided where you have paid for the Services but not received the benefit of them. You will be liable for any unpaid Charges related to a Minimum Period.

After termination, we may maintain any data you have uploaded onto our systems. However, you agree that we have no responsibility to you to maintain your Expandly Account or any of Your Data after termination and you shall hold us harmless and free from any fees, damages, or claims you may suffer in relation to the same or any claims or actions you may have or face in relation to the same.

Force Majeure

We shall not be liable to you as a result of any delay or failure to perform our obligations under these terms and conditions as a result of any event beyond our reasonable control.

Part 2 – Terms of Use

Use of this Website

We may update this Website from time to time and may change the content at any time. However, please note that any part of the content on this Website may be out of date at any given time, and we are under no obligation to update it.

The Website is provided “Aa Is” without any warranty or guarantee as to accuracy of content or availability. We do not guarantee that this Website, or any content on it, will always be available or be uninterrupted. We may suspend, withdraw, discontinue or change all or any part of this Website without notice. We will not be liable to you if for any reason this Website is unavailable at any time or for any period.

You are responsible for making all arrangements necessary for you to have access to this Website.

You are also responsible for ensuring that all persons who access this Website through your internet connection are aware of these terms and conditions and that they comply with them.

You may link to this Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to this Website in any website that is not owned by you.

We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the applicable laws and regulations and reasonably acceptable industry standards.

Where this Website contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.

Limitation of Liabilities

Subject to Part 1 of these terms and conditions and in particular the Charges and Payment clause, the Website is provided free of charge. We do not accept any liability arising for your use of the Website. We exclude all liability whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

– your use of, or inability to use this Website; or

– your use of or reliance on any content displayed on this Website.

Intellectual Property Rights

All Intellectual Property Rights in or arising out of or in connection with the Website and/or the Services shall be owned by us or our suppliers/ licensors.

We are the owner or the licensee of all Intellectual Property Rights in this Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from this Website for your personal use and you may draw the attention of others within your organisation to content posted on this Website.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on this Website must always be acknowledged.

If you print off, copy or download any part of this Website in breach of these terms of use, your right to use this Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Privacy

Use of the Service and this Website is also governed by our Privacy and Cookies Notice, which is incorporated into these terms and conditions by reference to them in this clause 15.

No Reliance on Information

The content on this Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on this Website.

Although we make reasonable efforts to update the information on this Website, we make no representations, warranties or guarantees, whether express or implied, that the content on this Website is accurate, complete or up-to-date.

Viruses

We do not guarantee that this Website or the technology that we use to provide the Service will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform in order to access this Website. You should use your own virus protection software.

You must not misuse this Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to this Website, the server on which this Website is stored or any server, computer or database connected to this Website. You must not attack this Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use this Website will cease immediately.

General

Assignment and other dealings: You are not permitted to, without our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under these terms and conditions.

Severance: If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, they shall be deemed modified to the minimum extent necessary to make them valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these terms and conditions.

Variation: We reserve the right to change these terms and conditions at any time and recommend that you check this Website from time to time for any changes. The amended terms and conditions are binding on you when we post them on this Website or if we choose to notify you by other means. Your continued use of this Website and/or the Service after these terms and conditions are amended signifies that you agree and accept to by legally bound by the changes.

Waiver: A waiver of any right under these terms and conditions or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under these terms and conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

No partnership or agency: Nothing in these terms and conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

Third parties: A person who is not a party to these terms and conditions shall not have any rights to enforce the terms.

Governing law: These terms and conditions, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.

Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions or their subject matter or formation (including non-contractual disputes or claims).