BACKGROUND:

These Terms of Sale set out the terms under which Services are sold and provided by Us to business customers through this website, https://numerint.com (“Our Site”). Please read these Terms of Sale carefully and ensure that you understand them before ordering any Services from Our Site. You will be required to read and accept these Terms of Sale when ordering Services. If you do not agree to comply with and be bound by these Terms of Sale, you will not be able to order Services through Our Site. These Terms of Sale, as well as any and all Contracts are in the English language only.

1. Definitions and Interpretation

1.1 In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:

2. Information About Us

Our Site, https://numerint.com, is owned and operated by Numerint Limited, a limited company registered in England under 14386813, whose registered address is 9 Kingswell Road, Bournemouth, England, BH10 5DF. Our VAT number is GB437720392.

3. Access to and Use of Our Site

3.1 Access to Our Site is free of charge.

3.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.

3.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

4. Business Customers and Consumers

4.1 These Terms of Sale apply to business customers only. These Terms of Sale do not apply to individual consumers purchasing Services for personal purposes (that is, not in connection with, or for use in, their trade, business, craft, or profession).

4.2 These Terms of Sale, together with any other terms and, where applicable, Data Processing Agreements referenced herein that are applicable to the Services ordered, constitute the entire agreement between Us and you with respect to your purchase of Services from Us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out or otherwise referred to in these Terms of Sale and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.

5. Services Location

Our Services are assumed for enjoyment only in the United Kingdom only.

6. Services, Pricing and Availability

6.1 We make all reasonable efforts to ensure that all general descriptions of the Services available from Us correspond to the actual Services that will be provided to you, however please note that the exact nature of the Services may vary depending upon your individual requirements and circumstances.

6.2 Please note that sub-Clause 6.1 does not exclude Our responsibility for mistakes due to negligence on Our part and refers only to variations of the correct Services, not to different Services altogether.

6.3 The selected services package and subsequent price will depend on the offer on screen.

6.4 We neither represent nor warrant that all Services will be available at all times and cannot necessarily confirm availability until confirming your Order.

6.5 We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary. All pricing information is reviewed and may be updated every 6 months. Changes in price will not affect any Order that you have already placed (please note sub-Clause 6.8 regarding VAT, however).

6.6 All prices are checked by Us when We process your Order. In the unlikely event that We have shown incorrect pricing information, We will contact you in writing before proceeding with your Order to inform you of the mistake and to ask you how you wish to proceed. We will give you the option to purchase the Services at the correct price or to cancel your Order (or the affected part thereof). We will not proceed with processing your Order until you respond. If We do not receive a response from you within 30 days, We will treat your Order as cancelled and notify you of the same in writing.

6.7 In the event that the price of Services you have ordered changes between your Order being placed and Us processing that Order and taking payment, you will be charged the price shown on Our Site at the time of placing your Order.

6.8 Prices on Our Site are shown exclusive of VAT. If the VAT rate changes between your Order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.

7. Orders - How Contracts Are Formed

7.1 Our Site will guide you through the ordering process. Before submitting your Order to Us you will be given the opportunity to review your Order and amend any errors. Please ensure that you have checked your Order carefully before submitting it.

7.2 Upon submitting payment for the order there will be a legally binding contract between Us and you (“the Contract”) and this constitutes the order confirmation.

7.3 Once the services are made available for download the order has been fulfilled.

7.4 If We, for any reason, do not accept or cannot fulfil your Order, no payment shall be taken under normal circumstances. If We have taken payment, any such sums will be refunded to you as soon as possible and in any event within 30 days.

7.5 Any refunds due under this Clause 7 will be made using the same payment method that you used when ordering the Services.

8. Payment

8.1 Payment for the Services will be due in the form of an advance payment of 100% of the total price for the Services. Price and payment details will be confirmed in the Order Confirmation. Your chosen payment method will be charged as indicated.

8.2 All sums due must be paid in full without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).

8.3 We accept the following methods of payment on Our Site:

8.3.1 Any card payment method that is listed at the payment page as at the time of ordering.

9. Provision of the Services

9.1 We will provide the Services with reasonable skill and care consistent with best practices and standards in the market. We will begin providing the Services upon the order confirmation.

9.2 The customer confirms that by accepting the order, they have the means to download and store the services.

9.3 The services made available for download will be available for re-download for a period of 30 days from the point of order confirmation.

9.4 We will make every reasonable effort to provide the Services in a timely manner and to complete them on time. We cannot, however, be held responsible for any delays if an event outside of Our control occurs. Please refer to Clause 14 for events outside of Our control.

9.5 Any and all personal data processed by Us (as a data processor) on your behalf (as a data controller) in the course of providing the Services shall be processed in accordance with Clause 16, as per the requirements of the Data Protection Legislation.

9.6 If We require any information or action from you in order to provide the Services, We will inform you of this as soon as is reasonably possible. Depending upon the nature of the Services you have ordered, We may require information or action such as including but not limited to access to any 3rd party provider or permissions within the client system.

9.7 If the information you provide or the action you take under sub-Clause 9.5 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result. If additional work is required from Us to correct or compensate for a problem arising as a result of delayed, incomplete or otherwise incorrect information or action that you have provided or taken, We may charge you a reasonable additional sum for that work.

9.8 In certain circumstances, for example where there is a delay in you sending Us information or taking action required under sub-Clause 9.5, We may suspend the Services (and will inform you of that suspension by email and or telephone).

9.9 In certain circumstances, for example where We encounter a technical problem, We may need to suspend or otherwise interrupt the Services to resolve the issue. Unless the issue is an emergency that requires immediate action any planned services interruption will be published at https://numerint.com

9.10 We always use reasonable endeavours to ensure that Our Services are trouble-free. If, however, there is a problem with the Services please contact Us as soon as is reasonable possible via info@numerint.com.

9.11 We will use reasonable endeavours to remedy problems with the Services as quickly as is reasonably possible and practical.

9.12 If We determine that a problem has been caused by you, including your provision of incorrect or incomplete information or taking of incorrect action, sub-Clause 9.6 will apply and We may charge you for the remedial work.

10. Cancelling the Services

10.1 Once your order is confirmed for these Services it cannot be cancelled.

11. Ending the Contract

11.1 We may end the Contract immediately at any time by giving you written notice in the following circumstances:

11.1.1 You breach the Contract in a material way and fail to remedy the breach within 30 days of us asking you to do so in writing;

11.1.2 You or us go into liquidation or have a receiver or administrator appointed over Our assets;

11.1.3 We are adversely affected by an event outside of Our control that continues for more than 30 days (as under sub-Clause 14.2.5).

11.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

12. Our Liability

12.1 Subject to sub-Clause 12.3, We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and Us.

12.2 Subject to sub-Clause 12.3, Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be 100% of the total sums paid by you to us under the contract in question, whichever is the greater sum.

12.3 Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.

13. Events Outside of Our Control (Force Majeure)

13.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

13.2 If any event described under this Clause 14 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:

13.2.1 We will inform you as soon as is reasonably possible;

13.2.2 Our obligations under these Terms of Sale (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;

13.2.3 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;

13.2.4 If the event outside of Our control continues for more than 30 days We may cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event no later than 14 calendar days after the date on which We inform you of the cancellation;

13.2.5 If an event outside of Our control occurs and continues for more than 30 days and you wish to cancel the Contract as a result, you may do so by using the following details: Email: info@numerint.com Post: 9 Kingswell Road, Bournemouth, England, BH10 5DF; In each case, providing Us with your name, address, email address, telephone number, and Invoice number. Any refunds due to you as a result of such cancellation will be paid to you as soon as is reasonably possible and in any event no later than 14 calendar days after the date on which you inform Us that you wish to cancel.

14. Communication and Contact Details

14.1 When we refer to “in Writing” within these Terms of Sales, this includes electronic mail communication.

14.2 If you wish to contact Us with general questions or complaints, you may contact Us by email at info@numerint.com, or by post at 9 Kingswell Road, Bournemouth, England, BH10 5DF.

14.3 For matters relating to Our Services or your Order, please contact Us by email at info@numerint.com, or by post at 9 Kingswell Road, Bournemouth, England, BH10 5DF..

14.4 For matters relating to cancellations, please contact Us, by email at info@numerint.com, or by post at 9 Kingswell Road, Bournemouth, England, BH10 5DF..

15. Complaints and Feedback

15.1 We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.

15.2 If you wish to give Us feedback about any aspect of your dealings with Us, please contact Us in one of the following ways:

15.2.1 In writing, addressed to 9 Kingswell Road, Bournemouth, England, BH10 5DF.

15.2.2 By email, addressed to info@numerint.com.

16. How We Use Your Personal Information (Data Protection)

16.1 All personal information of yours that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and your rights thereunder.

16.2 Both parties will comply with the applicable obligations under the Data Protection Laws.

16.3 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy https://numerint.com/privacy.

16.4 The majority of Data that you will provide to us will not be 'personal data' as such term is defined in Data Protection Laws (meaning the Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679) or the UK GDPR as defined in section 205(4) of the Data Protection Act 2018).

16.5 As the services we are providing are an intermediary services between parties, you acknowledge and subsequently agree that where any data exists that you are acting as the data controller and as an intermediary we are acting as the data processor.

16.6 By placing an order for our services, we will transfer the data from the third party and make it available for you in a download. You acknowledge that we do not have a 3rd party data agreement in place with the third party from which we transfer the data and you have your own agreement in place with said 3rd party.

16.7 Any client data provided by you to us to deliver the services which is deemed personal data will be used to

a) Process the payment for the order of the services.

b) Inform you about any similar services or offers that we have on. Should you wish to stop receiving this you may contact us.

16.8 You will be notified without delay should we become aware at any point of a personal data breach that impacts your personal data.

17. Other Important Terms

17.1 We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms of Sale will not be affected and Our obligations under these Terms of Sale will be transferred to the third party who will remain bound by them.

17.2 You may not transfer (assign) your other obligations and rights under these Terms of Sale (and under the Contract, as applicable) without Our express written permission.

17.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.

17.4 If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.

17.5 No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.

17.6 We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale at any time, they will be updated on the order page and will need to be accepted before any future order.

18. Law and Jurisdiction

18.1 These Terms of Sale, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.

18.2 Any disputes concerning these Terms of Sale, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.