Terms & Conditions


THIS SUREFILE ACCOUNTS WEBSITE IS AN OFFICIAL WEBSITE OF XMETRIC LTD.

YOU SHOULD READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE. USING THE WEBSITE INDICATES THAT YOU ACCEPT THESE TERMS REGARDLESS OF WHETHER OR NOT YOU CHOOSE TO REGISTER FOR AN ACCOUNT WITH US. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE WEBSITE.

These terms were last changed on 02 March 2015.



TABLE OF CONTENTS


  1. ACCEPTANCE OF TERMS
  2. RIGHT TO CHANGE WEBSITE AND TERMS
  3. COPYRIGHT
  4. SERVICE ACCESS
  5. WEBSITE SERVICES
  6. LOGIN DETAILS AND SECURITY
  7. AUTHORISED USE OF DATA
  8. USE OF WEBSITE SERVICES AND INFORMATION
  9. PRIMARY AND SECONDARY USERS
  10. STORAGE AND USE OF ACCOUNTS DATA BY XMETRIC LTD
  11. OUR AND YOUR LIABILITY FOR USE OF THE WEBSITE
  12. ADVERTISEMENTS
  13. THIRD PARTY INFORMATION AND RIGHTS
  14. LINKS FROM OTHER WEBSITES
  15. COMMUNICATIONS
  16. YOUR CONDUCT AND DATA
  17. DISCLAIMER OF LIABILITY
  18. PRIVACY POLICY
  19. GOVERNING LAW AND JURISDICTION



1. ACCEPTANCE OF TERMS

These Terms and Conditions of Service ("Terms") apply to and govern your use of the SureFile Accounts website, including all its content, facilities and services (the "Website"). By accessing the Website you agree to the Terms and acknowledge that the Terms govern your use of the Website and services supplied by way of the Website, or in relation to the use of the Website, by Xmetric Ltd ("we", "us" and "our") to you and/or the organisation you represent or purport to represent.

References to 'you', 'your' 'yours' and 'yourself' are references to either the designated holder of a subscriber account, and/or the organisation that you represent or purport to represent, and/or any user who represents or is appointed by your organisation, the employees of your organisation, the clients of your organisation who may benefit directly or indirectly through your use of the Website, and/or any person accessing the Website.

You may access some areas of the Website without registering with us and logging in. Certain areas of the Website are only open to you if you register and login. By accessing, browsing or using ANY part of the Website (which by definition includes any of its content, facilities and services), either directly or via a third-party application, you shall be deemed to have unreservedly accepted these Terms in full. If you do not agree with the Terms as set out below, you must NOT use the Website and must leave it immediately.

If you wish to make a complaint to us regarding anything relating to the Website or its use, including our services, or to remove yourself from the services, you agree that you will notify us in writing by registered post to our address as stated on the Website from time to time. For convenience our address as at the date of the Terms is stated at the end of the Terms. We do not accept phoned, e-mailed or faxed communications on matters relating to complaints.

Xmetric Ltd may decide from time to time to waive or amend without notice any of the Terms governing the Website and the services provided by way of or in relation to the Website. For the avoidance of doubt, in the event of any waiver or amendment to the Terms, we will NOT be deemed to have waived or amended the Terms at any other time, or for any other purpose unless this is otherwise confirmed by Xmetric Ltd in writing.

Where we revise these Terms this may be at any time as described in section 2 below. You should check the service descriptions and the then current Terms each time before you use the Website because the Terms are binding on you.

The Terms include descriptions and other information about our services and facilities on various pages of the Website, including but not limited to those stated in sections below. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on the Website.

Subject to any other provisions of the Terms, the Terms constitute the entire agreement between you and us in relation to the Website and its use, and supersede any other oral or written communications with respect to the Website and its use.

Any use of the Website other than in accordance with these Terms is prohibited. If you breach any of these Terms, your permission to use the Website automatically terminates and you must as soon as reasonably practicable notify us of the same, follow any instructions from us in relation to information from or derived the Website, and promptly, and in any event within 3 business days, destroy any downloaded or printed extracts from the Website unless this requirement is waived in writing by us.

Any rights not expressly granted in these Terms are reserved.

If you want more information about anything on this Website including the Terms, please contact us via the Contact page of the Website.



2. RIGHT TO CHANGE WEBSITE AND TERMS

Xmetric Ltd reserves the right to change the Website, including its content, facilities, services and fees, and the Terms at anytime, either in whole or in part, and in any way, without notice and/or reason to users. At our discretion any significant changes to the services on the Website and/or the Terms will be posted on our Website and/or on this Terms page and will be available for you to view at any time. It is your responsibility to check the Website and these Terms in case there are any changes. If you access and use the Website after we have made a change you shall be treated as having accepted the change. You agree to undertake to check the service descriptions and the Terms each time before you use the Website. If at anytime you disagree with any changes, you must as soon as reasonably possible cease to use the Website and should write to us, using registered post to our address as stated on the Website from time to time, to inform us that you wish to quit use of the services. Upon our acknowledgment to you of our receipt your permission to use the Website will then terminate and you must follow any instructions from us in relation to information from or derived from the Website, and promptly, and in any event within 3 London business days, destroy any downloaded or printed extracts from the Website unless this requirement is waived in writing by us.



3. COPYRIGHT

Unless otherwise stated, the copyright, trade marks and other intellectual property rights in all material on the Website (including without limitation text, tools, photographs and graphical images) are owned by Xmetric Ltd or our licensors. The copyright of accounts uploaded to the Website remains with the originator.

The name and trademarks of Xmetric Ltd and the Surefile Accounts Service may NOT be used in advertising or publicity pertaining to this service without specific, written prior permission from Xmetric Ltd. Title to the copyright in this Website and documents provided via the Surefile Accounts Service will at all times remain with copyright holders.

You may not reproduce or adapt the Website in whole or in part without our prior written consent. Except for the use of reports specifically provided to you as part of our services as described on the Website and in these Terms, you may not reproduce, copy, download, store, record, broadcast, retransmit or distribute any part of the Website in any public or private electronic retrieval system or service or in any other publication without our prior written permission. This restriction applies to any use of information from the Website, including its modification of merging with other data or software.

You shall not alter or remove any copyright notice and/or proprietary legend contained in or on information obtained from the Website.



4. SERVICE ACCESS

While the Website is normally available 24 hours a day, we shall not be liable if for any reason the Website is unavailable at any time. Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control. Xmetric Ltd will use its best endeavours to remedy any problems with the website and make it available to you.



5. WEBSITE SERVICES

5.1 Description of the Basic Validation Service

The SureFile Accounts Basic Validation Service (the "Basic Service") provided through the Website enables subscribers to test file Inline XBRL accounts to check their expected validity on the HMRC and Companies House filing gateways. The service provides error messages which give guidance to users on how they may try to deal with validation errors.

The features and use of the Basic Service are described on the Website, particularly, but not only, on the What Surefile does and How to use Surefile pages and the subsidiary pages in those sections. The subscriber account page, ‘Your Account’, and its supplementary guidance pages provide further information on using the Basic Service as well as enabling a user to operate the service.


5.2 Fees and subscription to the Basic Service

The current scale of fees, means of subscription and terms and conditions of subscription to the Basic Service are set out on the Website pages, particularly, but not only, on the Subscribe and Subscriptions – more information pages. The information on these pages forms part of our contractual agreement with you if you choose to use the services. They are part of the Terms.

The subscriber account page, ‘Your Account’, provides information on the status of a subscription.

The 'fair use limit' that applies to the number of test filings which may be made for an individual entity's accounts for a specific reporting period under 'per entity pricing' will be determined by Xmetric Ltd on a reasonable basis but subject to Xmetric Ltd's absolute discretion. Xmetric Ltd will set the limit at a level which it does not believe should be breached in the normal course of business. Decisions on the limit by Xmetric Ltd will be final and not subject to appeal. Xmetric Ltd will endeavour but does not guarantee to forewarn you if you are approaching the limit. Xmetric Ltd reserves the right to prevent further filing of an entity's accounts, without notice, if you breach the limit. Xmetric Ltd reserves the right to cancel your account immediately and without notice if you persistently breach the fair use limit. Our decision on cancellation will be final and not subject to appeal. A cancellation in these circumstances will be deemed to be due to a breach by you of the Terms, as described under 'Cancellation of a subscription to the Basic Service', section 5.4, below.


5.3 Transfer of your subscription to the Basic Service

If you are a subscriber as part of your role in an organisation and you leave that organisation or change your role so that you no longer require use of your subscription, you may transfer the remainder of your subscription to a replacement user agreed and authorised by your organisation. This is achieved by changing the registered e-mail address operating as the User ID to that of the replacement user. You are responsible for the efficient and secure transfer of the remainder of your subscription to the replacement user. You must ensure the security and authorised use of accounts or other data is not compromised in any way by such a transfer. You must ensure that any replacement user is fully aware of these Terms. By using the website or the services, any new user is bound by these Terms.


5.4 Cancellation of a subscription to the Basic Service

You cannot cancel a subscription and obtain a monetary refund on unused attempts or entities in the normal course of operation of the Basic Service. Unused attempts or entities in the current reporting year are carried through to the next reporting year. The Basic Service is designed as a low-cost service. The complexity and administrative effort involved in supporting cancellations and refunds on request would significantly drive up costs, disadvantaging subscribers in general. Users are free to purchase a small number of attempts or entities to try out the service before arranging a larger subscription to meet their requirements.

If we cancel a subscription – which we expect only to do in very unusual circumstances – then we will give a monetary refund on any unused attempts or entities at the original purchase price, provided the cancellation does not arise because of breach by you of these Terms.

If we significantly reduce or remove important features of the Basic Service, we will accept this as grounds for you to request a cancellation. However, cancellation remains at our discretion and will only be agreed in the unlikely event that the functionality of the Basic Service is significantly reduced. Changes to the service which do not significantly reduce or remove important features will NOT be accepted as grounds for cancellation. Important features, for the purpose of this paragraph, are defined as those features which are critical to the effective operation of the Basic Service – not features which are supplementary to its operation. If you request a cancellation on the grounds of changes to the Basic Service, you must cease to use the service immediately you are aware, or can reasonably be assumed to be aware, of the changes. You must also send the request for cancellation in writing by registered post to our address (as stated on the Website and at the end of these Terms) as soon as possible after the changes are introduced. We reserve the right to refuse, without further justification, any cancellation request related to changes which are more than three months old. Aside from the service changes described in this paragraph, we do not foresee any other legitimate grounds for cancellation at your request.

Xmetric Ltd reserves the right to cancel your subscription and your use of the Basic Validation Service immediately and without notice if it reasonably believes that you are in breach of these Terms. In these circumstances, Xmetric Ltd reserves the right not to pay any refund on your subscription in order to cover administrative and other costs involved in dealing with the breach and cancellation. You agree that Xmetric Ltd has the right to cancel your subscription on these grounds, that its decision is final and you have no right to appeal for reinstatement of your subscription. You also agree that you will not be entitled to compensation of any kind for losses or inconvenience arising out of the cancellation of the use the Website in these circumstances.

You may request Xmetric Ltd via the 'Contact' page on the Website to deactivate a subscription which you no longer require, but you understand that Xmetric Ltd will not provide a refund on unused attempts or entities. You further understand that Xmetric Ltd will continue to store any accounts or related data which you have uploaded as part of your use of the Basic Service prior to deactivation in order to handle queries which may arise in the future over Validation Reports which we may have provided. On receipt of a deactivation request, Xmetric Ltd will take reasonable steps to try to ensure the deactivation request is a genuine one, including requiring you to follow various confirmatory processes.


5.5 Login to the Basic Service

The process for obtaining and using login details for the Basic Service are described on the How to use Surefile page and its subsidiary guidance pages on the Website. Login details ("Login Details") comprise User ID, password, memorable information and any authentication code sent out as part of the login process. Login Details are obtained through signing on via the Subscribe page or through the setting up of secondary users via the subscriber account page, 'Your Account'.

Security requirements which apply to Login Details are set out in 'Login Details and Security', section 6, below.

By registering and obtaining login details for the Basic Service, you are obtaining facilities to use the Basic Service. By doing so, you agree to be fully bound by these Terms.


5.6 Other services on the Website

Xmetric Ltd may add further SureFile Accounts services on the Website in the future. Where appropriate, these will be covered by additional sections to these Terms, which will be identified as specifically applying to the additional services.

Unless specifically identified otherwise, all Terms apply to all users of any content, feature or service of the Website.


5.7 Other information on the Website

Aside from the Basic Service, the Website provides some background information which may be of interest to those preparing or filing accounts in iXBRL in the UK. This includes information about filing requirements to HMRC and Companies House. This may appear, among other places, on the News pages. It may be accessed without registering and logging in to the Website.

This information is provided in good faith and Xmetric Ltd makes reasonable efforts to ensure its accuracy. However, you should make independent efforts to verify any information from the Website on which you choose to rely and we are NOT liable for any consequential loss which you may suffer from any inaccuracies or gaps in the information on the Website. Our Disclaimer of Liability for your use of the Website is set out below in section 17.


5.8 Changes to fees and charges

Xmetric Ltd reserves the right to change its published fees and/or charges at any time without notice. We may at our absolute discretion waive any fees and/or charges and allow any free usage at any time, but if we do so, we will not be deemed to have waived the fees and/or charges on any other occasion and all other Terms will remain in force.


5.9 Invoicing and payment

Unless otherwise stated, all fees are payable in British Pounds sterling and all invoices are subject to VAT at the prevailing rate and are payable before the specified due date. You agree that we may issue you with invoices in an electronic format by e-mail or placing in a place where you can print them at anytime. You accept that these electronic invoices are Xmetric Ltd official invoices and you undertake to print out the invoice yourself should you require a hard copy.

In the event of payment not being received before the specified payment due date, we reserve the right to suspend immediately your use of the Website as well as the right to charge interest at 3% over the UK base rate on all accounts remaining unpaid after their due date. Should you decide to stop using the Website, you will remain liable for payment of all invoices for services for which you have contracted and any costs incurred by Xmetric Ltd in seeking and recovering payment.

If your card payment for a subscription and/or use of a service is subsequently refused by your bank then the amount payable becomes due immediately and Xmetric Ltd reserves the right to terminate your subscription immediately without notice and without compensation, treating you as in breach of the Terms, as described in section 5.4. In these circumstances, you will remain liable for payment for all services for which you have contracted and any costs incurred by Xmetric Ltd in seeking and recovering payment.

Our standard credit term is not more than 30 days.


5.10 Termination of services on the Website

Xmetric Ltd's right to change the Website, set out in full in section 2 above, includes the right to withdraw, either in whole or in part, any of the content, facilities or services of the Website at any time, without notice and/or reason to users. Its discretion on refunding the unused part of subscriptions in these circumstances is described in section 5.4 above.



6. LOGIN DETAILS AND SECURITY

The login process to the Basic Service involves the use of a User ID, password, memorable information and authentication code ("Login Details").

You are responsible for maintaining the security of your Login Details and the Login Details of any other user in your or any related organisation of which you may become aware during business operations.

You undertake to keep secret your Login Details and any other sign up and sign in information belonging to you and/or other users. You undertake to change your password regularly. You must not tell anyone these Login Details or record them in a manner that would allow someone else to discover them and/or use them and access your data. You understand that Xmetric Ltd will never ask you to enter your password or related security information in any other website, e-mail or letter. You will not tell anyone, including Xmetric Ltd staff, your Login Details over the phone or by any other correspondence or e-mail. You should not enter your Login Details while others can read them.

You must advise us as soon as reasonably possible via the Contact page on the Website if you suspect that someone knows your Login Details and/or has accessed your data.

If you forget your Login Details, the only way for you to recover them is via the Contact page, selecting the appropriate "forgotten…" item from the Query Type drop down menu.

Xmetric Ltd will communicate with you, when necessary, via the registered e-mail address used as your User ID. For example, e-mails related to Test-in-Live submissions will be sent to that address. You undertake to keep your registered e-mail address up-to-date so that your User ID shows your correct, authorised and latest e-mail address.

You acknowledge that you are responsible for ensuring the security of accounting and other information which may be accessed via your computer while you are logged in to the Website.

You understand that you should never leave your computer unattended whilst you are logged in to the Website. You must always sign-out from the Website and its facilities whenever you are not using it. If using a public or shared computer, you must log out and close any browser windows when you have finished using the Website and take all reasonable steps to ensure that third parties have no access to your Login Details or your data on, or available via, the Website.

If you are a subscriber as part of your role in an organisation and you leave that organisation or change your role so that you no longer require use of your subscription, you are responsible for the efficient and secure transfer of the remainder of your subscription to a replacement user agreed and authorised by your organisation. You must ensure the security and authorised use of accounts or other data is not compromised in any way by such a transfer. You must ensure that any replacement user is fully aware of these Terms. By using the website, any new user is bound by these Terms.

You expressly acknowledge and agree that any material and/or information uploaded or downloaded or otherwise obtained through the use of our Website and its facilities is done at your own discretion and risk and that you shall be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data.

You expressly agree to indemnify Xmetric Ltd and to hold Xmetric Ltd harmless for liabilities, loss or damage which Xmetric Ltd may incur in relation to your, or your clients' data that is caused by a breach of this 'Login Details and Security' section of the Terms.



7. AUTHORISED USE OF DATA

You expressly confirm that you are authorised to upload any accounts or related data which you submit to the Website. You undertake to seek any necessary consent from your clients before entering any of their data on the Website. You agree to indemnify Xmetric Ltd and hold Xmetric Ltd harmless for the consequences of any authorised and/or unauthorised entry of your clients' data on the Website.

In particular, you acknowledge that the service is for UK and/or Irish iXBRL Accounts only, and that you are not based within the Russian Federation. Xmetric Ltd retains the right to terminate the service summarily to users based within the Russian Federation.

We have no control over the authority, the quality or safety of your data input.



8. USE OF WEBSITE SERVICES AND INFORMATION

You expressly acknowledge that your submission of data to the Website is for, and only for, the fulfilling of the specific services described on the Website related to conversion of accounts into iXBRL.

We do not review or offer guidance in any form on the accounting content of the submitted data. Xmetric Ltd does not provide or endorse any tax advice, accounting advice, legal advice or any kind of financial advice.

Any statement, correspondence or incidental conversation between the staff of Xmetric Ltd and yourself, which could be seen or construed as advice, is entirely between you and the individual staff member concerned. You agree that any advice given by any Xmetric Ltd staff member, or any statement you have seen in the Website, either expressly or implied, whether or not under our letterhead, should be taken as purely a personal opinion.

You undertake that any final decisions you make on the conversion of accounts into Inline XBRL will not be based on information from the Website or any statement of any type made by Xmetric Ltd or its staff. Your understand that the Website cannot tell you all you may need to know about correct tagging and conversion of accounts into iXBRL. You acknowledge that you will make your final decisions only after consulting suitable qualified accounting or iXBRL experts.

You and you alone are responsible for the accuracy and completeness of your records. You expressly accept that we are not liable for any problems or issues which arise in whole or part from errors, inaccuracies, omissions, or a lack of clarity in your data records.

We are not involved in any transactions between you, your authorised users, your agents, your employees, and HMRC or Companies House.

You may download and/or print reports from the Website which are specifically provided to you as part of our services as described on the Website and in these Terms. You may circulate these reports to your clients and colleagues as part of normal business work related directly the purposes of the Website services, but not for any other aims or purposes. An Xmetric Ltd report should be treated as a confidential adjunct to the accounts concerned. A report must only be stored, copied, reproduced and/or circulated in full and unaltered, retaining any Xmetric Ltd or SureFile logo and notice.

By using the website services you agree and warrant either that you are located in the UK or outside the EU, or that you are acting on behalf of a business for the purposes of EU Council Implementing Regulation 1042/2013 and The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.



9. PRIMARY AND SECONDARY USERS

These Terms apply fully to all users of the Website, including primary and secondary users as defined on the Website.

Primary users must ensure that any secondary user whom they set up is aware of the Terms.

You expressly acknowledge that a primary user remains responsible for overseeing and ensuring correct use of the Website by the secondary users whom they have set up. If you are a primary user, you accept sole responsibility for whomever you appoint as a secondary user. You undertake that you will check the full credentials and identity of those whom you appoint as secondary users. You also accept that you will not hold us responsible in any way for providing the facility which allows you to appoint a secondary user.

In the event of a breach of these Terms by a secondary user, Xmetric Ltd reserves the right to cancel the subscription concerned in line with section 5.4, thus ending use of the service not only by the secondary user concerned, but also the use of the service by the primary user and all other secondary users covered by the subscription.



10. STORAGE AND USE OF ACCOUNTS DATA BY XMETRIC LTD

You expressly acknowledge that Xmetric Ltd has the right to store accounts and related data which you submit to the Website. You understand that this is necessary for Xmetric Ltd to deal with subsequent queries which may arise over the iXBRL validation of the accounts.

We will not transmit this information via third party servers except in order to provide any service which you have requested. In the latter case, those servers will process but not permanently store or make accessible your information except as required by the law. (For example, to provide the optional Test-in-Live reports described on the Website, we must transmit your data to the HMRC Test-in-Live system. However, Xmetric Ltd acts as a file-only agent when making such a submission, using its own credentials.)

You understand that Xmetric Ltd may use your submitted accounts and related data to test and improve its validation and related processes. You further understand that Xmetric Ltd may use this data in combination with data from other submitters in order to assess the general quality of conversion of accounts into iXBRL and other aspects of iXBRL filing. You understand Xmetric Ltd may provide reports giving an overview of these assessments, without revealing the content of identified individual accounts, and that it may circulate these reports as it deems appropriate.

Xmetric Ltd undertakes to maintain the confidentiality of your submitted accounts and related data using commercially reasonable steps and not to disclose this information to any third party, unless required to do so by court order. However, we reserve the right to supply any such information to any organisation into which Xmetric Ltd may merge in the future, on the understanding that the organisation will protect the information and only use the information in substantially the same way as previously.

Your data is covered by our Privacy Policy, which is set out in section 18.



11. OUR AND YOUR LIABILITY FOR USE OF THE WEBSITE

The Website complies with English law. You should only use it for testing submissions related to the filing of iXBRL accounts in the UK.

You may not always be able to access this Website. We are not responsible for any losses if you cannot do so (for example if you cannot test a set of accounts at the time you planned). We are not responsible if the means of communication you use to access the Website or to send us information or to receive information from us does not work properly.

The Website may contain links to third party sites not maintained by Xmetric Ltd. These links are provided solely for your convenience. If you use these links, you leave the Website. While we take reasonable care to link to appropriate third party websites, we have not reviewed all of their content, we cannot control what they contain and we are not responsible in any way for their content, availability and/or any recommendations they provide. We do not endorse or make any representations about them, or any material found there. The materials and information you may find on these third party sites are provided on an "as is" basis without warranty of any kind, either express or implied, including without limitation any warranty for information, services, or products provided through or in connection with the Xmetric Ltd Website and any implied warranties of merchantability, fitness for a particular purpose, expectation of privacy or non-infringement. We are not responsible for any losses or other damage you suffer as a result of using those other websites. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk.

We are not liable for losses or costs caused by abnormal and unforeseeable circumstances outside our reasonable control, which would have been unavoidable despite all efforts to the contrary, for example delays or failures caused by industrial action, problems with another system or network, third party viruses or malware, mechanical breakdown or data-processing failures.



12. ADVERTISEMENTS

We reserve the right to place advertisements anywhere on the Website at any time. Your correspondence or dealings with, or participation in promotions of, advertisers and merchants found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or merchant. To the fullest extent permitted by applicable law, you agree that Xmetric Ltd shall not be responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such advertisers and merchants on the Website. Any orders placed by you are subject to confirmation by, and the terms and conditions of business of, the relevant merchant.



13. THIRD PARTY INFORMATION AND RIGHTS

The Website may contain the names and/or logos of third parties and/or material submitted and created by third parties. The names and logos of other companies and products mentioned on the Website may be the trade marks of third parties, including our business partners and are used by us with the permission of their respective owner(s). All trade names and trademarks are the property of their respective companies.

We do not make any recommendation or endorsement as to any service or product or to any material, including advertisements, from third parties which are on our Website. Xmetric Ltd excludes all liability for any illegality arising from, or error, omission or inaccuracy in such material. Your use of any such third party material, service or product is at your own risk.

In the event that you have any right, claim or action against any other user arising from that user's use of the Website, you agree to pursue such right, claim or action independently of and without recourse to us, and you release Xmetric Ltd from all claims, liability, damages, losses, costs and expenses, including legal fees, known and unknown, arising from or in any way connected with such right, claim or action.

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms, but this does not affect any right or remedy of a third party specified in these Terms or which exists or is available apart from that Act.



14. LINKS FROM OTHER WEBSITES

If you link to the Website, you may only do so on the basis that you link to, but do not replicate, the home page of the Website, and subject to the following conditions: (a) you do not remove, distort or otherwise alter the size or appearance of the any images or logos; (b) you do not create a frame or any other browser or border environment around the Website; (c) you do not in any way imply that we are endorsing any products or services other than our own; (d) you do not misrepresent your relationship with us nor present any other false information about us; (e) you do not otherwise use any trade marks displayed on the Website without our express written permission; (f) you do not link from a website that is not owned by you; and (g) your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations. We expressly reserve the right to revoke the right granted in this clause for breach of these Terms and to take any action we deem appropriate. You shall be responsible for any loss or damage suffered by us for breach of this clause.



15. COMMUNICATIONS

Internet servers and communications, including e-mails, are not totally secure and Xmetric Ltd does not accept legal responsibility or liability for the contents of any messages transmitted via the Internet or any breach of security. You expressly acknowledge that any information which you send to or receive from the Website and/or you send to or receive from Xmetric Ltd by e-mail is transmitted at your own risk.

Any views or opinions in our e-mails are solely those of the author and do not necessarily represent those of Xmetric Ltd. Replies to e-mails may be monitored by Xmetric Ltd for operational or business reasons.



16. YOUR CONDUCT AND DATA

You must not post or transmit to or from the Website or to Xmetric Ltd any material: (a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or (b) for which you have not obtained all necessary licenses and/or approvals; or (c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or (d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data). You may not misuse the Website (including, without limitation, by hacking).

You are entirely responsible for any liabilities which arise if you breach these Terms on Conduct and Data.

We will co-operate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of these Terms.



17. DISCLAIMER OF LIABILITY

Whilst Xmetric Ltd has taken steps to ensure the fitness for purpose, suitability, accuracy, quality, timeliness, availability, correctness and completeness of the content, facilities and services provided by the Website, the content, facilities and services are provided on an "as is" and "as available" basis without any warranty of any kind, whether express or implied. Xmetric Ltd makes no representations or warranties, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, suitability, accuracy, quality, timeliness, availability, correctness, completeness and non-infringement or title, relating to your access and use of the Website and its content, facilities and services and that your use will not infringe any third party patents, copyrights, trademarks or other rights, to the maximum extent permitted by applicable law.

Xmetric Ltd shall not be liable for any indirect, special, consequential, incidental damage or loss arising out of any use of the Website.

We do not represent or warrant that the Website and its facilities will be available and will meet all your requirements. We do not represent or warrant that the Website and its facilities shall be available on an uninterrupted basis, and no liability can be accepted in respect of losses or damages arising out of such unavailability. Also, we accept no liability in respect of losses or damages arising out of changes made to the content of this Website and its facilities by unauthorised third parties. We do not represent or warrant that access to the Website and its facilities will be free from delays, failures, errors or omissions or loss of transmitted information, that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to your computer system. You have sole responsibility for ensuring you have adequate protection and to undertake reasonable and appropriate precautions to scan for computer viruses or any other destructive properties. We make no representations or warranties regarding the accuracy, functionality or performance of any third party software that may be used in connection with the Website and its facilities.

We shall not be liable to you in respect of any circumstances arising outside of our reasonable control.

If any exclusion, disclaimer or other provision contained in this Terms of Service is held to be invalid for any reason by a court of competent jurisdiction and we become liable for loss or damage that could otherwise be limited, such liability whether in contract, tort or otherwise, will not exceed the fee actually paid by you for the Website services.

Should there ever be any compensation paid to any Website user for any reason, the total amount of compensation paid will never be more than the total amount the user has paid to Xmetric Ltd. The issue of compensation cannot be subject to any arbitration or jurisdiction. It is solely at the discretion of Xmetric Ltd and the decision of Xmetric Ltd is final. The payment of compensation for whatever reason, at the sole discretion of Xmetric Ltd, is paid on a one-off basis, and this cannot be construed as a precedent for any other payment.



18. PRIVACY POLICY

This Privacy Policy section forms part of the Terms and should be read in conjunction with other Terms.

Your privacy, and your clients' privacy, is important to Xmetric Ltd – both in principle and for commercial reasons. This Privacy Policy section of the Terms covers issues particularly relevant to personal and business privacy and confidentiality. Other sections of the Terms also cover aspects of security and confidentiality which may be relevant to privacy and you should familiarise yourself with all the Terms, not purely this section. The full set of terms is binding on both you and us.

This Privacy Policy section covers, among other things, how data obtained during your visit and use of the Website may be collected and used. You should read this section carefully. By using the Website, you agree to be bound by the terms of this section as well as all other Terms. If you do not accept these Terms, including any part of the Privacy Policy, you are directed immediately to stop accessing or otherwise using the Website and/or any materials obtained from it. If you are have a query of the Privacy Policy, you may contact us through the Contact page on the Website. If you have a serious complaint relating to the Privacy Policy, then you must notify us in writing by registered post to our address as stated on the Website and at the end of these Terms. We do not accept phoned, e-mailed or faxed communications on serious matters. Otherwise, your only recourse is to disconnect from the Website and refrain from visiting or using it in any way in the future.

The process of maintaining the Website is an evolving one, and we may decide at any time and without any notice to modify the Terms, including this Privacy Policy. Your use of the Website, or materials obtained from the Website, indicates your assent to the Terms, including the Privacy Policy, at the time of such use. The effective Terms, including the Privacy Policy, will be posted on the Website, and you should check upon every visit for any changes.


18.1 Non-personal user information and aggregate information

Non-personal information is data about usage and service operation that is not directly associated with a specific personal identity. We may collect and analyze non-personal information to evaluate how visitors use the Website.

We may gather aggregate information, which refers to information your computer automatically provides to us and that cannot be tied back to you as a specific individual. For example, we record the Internet Protocol (IP) address of a user's computer along with other session information for audit and security purposes. An IP address is a number that is automatically assigned to your computer whenever you access the Internet. When you request a page from the Website, we may log your IP address to create aggregate reports on user demographics and traffic patterns and for purposes of system administration. Other examples of aggregate data we may collect include referral data (the web sites you visited just before and just after our site), the pages viewed and time spent at our Web site.

Every time you request or download a file from the Website, we may store data about these events and your IP address in a log file. We may use this information to analyze trends, administer the Website, track users' movements, and gather broad demographic information for aggregate use or for other business purposes.

Our aim in collecting non-personal or aggregate information about use of the Website is to identify ways of improving the usability and content of the Website.


18.2 Cookies

Our Website may use a feature of your browser to set a 'cookie' on your computer. Cookies are small packets of information that a website stores on your computer. The Website can then read the cookies whenever you visit the Website.

We may use cookies in a number of ways, such as to save your User ID so you don't have to re-enter it each time you visit our site, to deliver content specific to your interests and to track the pages you have visited. These cookies allow us to use the information we collect to customize your Website experience so that your visit to our site is as relevant and as valuable to you as possible.

You agree that if you log in to the Website, the site will store a cookie on your browser to control your access to the Website. This 'session cookie' will be deleted when you log off from the site or close your browser.

The 'remember me' feature on the login page also uses a cookie to store the User ID (email address), but not password, for subsequent visits. This cookie is persistent and outlives a session.

Most browser software can be set up to deal with cookies. You may modify your browser preference to provide you with choices relating to cookies. You have the choice to accept all cookies, to be notified when a cookie is set or to reject all cookies. If you choose to reject all cookies, certain of the functions and conveniences of our web site will not work. In particular, you will not be able to log in to the website, since this requires a 'session cookie' as described above. Most browsers offer instructions on how to reset the browser to control cookies in the 'Help' section of the toolbar. We do not link non-personal information from cookies to personally identifiable information without your permission.

We use Google Analytics cookies to collect information about how visitors use our site. We use the information to compile reports and to help us improve the site. The cookies collect information in an anonymous form, including the number of visitors to the site, where visitors have come to the site from and the pages they visited. If you wish you can opt-out of Google Analytics generally by installing a browser plugin that can be obtained here.

We do not allow other companies that may have advertisements on our Website to set and access their cookies on your computer. Other companies' use of their cookies is subject to their own privacy policies. Advertisers or other third parties do not have access to Xmetric Ltd cookies.


18.3 Data collection and storage for invoicing and user identification purposes

We collect and store a primary user's name, organisation and address for invoicing purposes as well as their e-mail address which also serves as their User ID. We do not collect or store any information on payment cards, which are handled by our payment agent.

We also collect and store a secondary user's name and e-mail address. The e-mail address serves as their User ID.

Our collection and storage of personal details is limited to this information and is solely for the purposes of (a) identifying you as a user of the service; (b) communicating with you about the service; (c) charging for your use of the service.

Xmetric Ltd may provide your name, address and e-mail address to our payment agent for invoicing and charging purposes.

Aside from this, Xmetric Ltd will not sell, trade, rent, share or otherwise provide your personal details, including name, address and e-mail address, to any third party for marketing purposes and we will maintain the security of this information. However, we reserve the right to supply any such information to any organisation into which Xmetric Ltd may merge in the future, on the understanding that the organisation will protect the information and only use the information in substantially the same way as previously. We also reserve the right to release personal information to protect our systems or business, when we reasonably believe you to be in violation of our Terms or if we reasonably believe you to have initiated or participated in any illegal activity. In addition, we may be required by court order in certain circumstances to release your personal information.


18.4 Accuracy of user information

By subscribing to the Website services, you undertake to keep your personal information, comprising name, address and/or e-mail address, up to date. Facilities for updating this information are available via the Website. If you have any difficulty in updating this information, you should contact us as soon as possible via the Contact page on the Website.


18.5 Storage and use of accounts and related data by Xmetric Ltd

As stated above in 'Authorised Use of Data', section 7:

You expressly confirm that you are authorised to upload any accounts or related data which you submit to the Website. You undertake to seek any necessary consent from your clients before entering any of their data on the Website. You agree to indemnify Xmetric Ltd for the consequences of any authorised and/or unauthorised entry of your clients' data on the Website.

As stated above in 'Storage and Use of Accounts Data by Xmetric Ltd', section 10:

You expressly acknowledge that Xmetric Ltd has the right to store accounts and related data which you submit to the Website. You understand that this is necessary for Xmetric Ltd to deal with subsequent queries which may arise over the iXBRL validation of the accounts.

We will not transmit this information via third party servers except in order to provide any service which you have requested. In the latter case, those servers will process but not permanently store or make accessible your information except as required by the law. (For example, to provide the optional Test-in-Live reports described on the Website, we must transmit your data to the HMRC Test-in-Live system. However, Xmetric Ltd acts as a file-only agent when making such a submission, using its own credentials.)

You understand that Xmetric Ltd may use your submitted accounts and related data to test and improve its validation and related processes. You further understand that Xmetric Ltd may use this data in combination with data from other submitters in order to assess the general quality of conversion of accounts into iXBRL and other aspects of iXBRL filing. You understand Xmetric Ltd may provide reports giving an overview of these assessments, without revealing the content of identified individual accounts, and that it may circulate these reports as it deems appropriate.

Xmetric Ltd undertakes to maintain the confidentiality of your submitted accounts and related data and not to disclose this information to any third party, unless required to do so by court order. However, we reserve the right to supply any such information to any organisation into which Xmetric Ltd may merge in the future, on the understanding that the organisation will protect the information and only use the information in the same way as previously.


18.6 Security

As stated above, Xmetric Ltd will protect your personal and business information on the Website, including using appropriate technical security measures on its servers and communications systems and following appropriate procedural processes. We limit access to your information to those Xmetric Ltd staff who we believe need to come into contact with that information to provide products or services to you or in order to do their jobs.

However, no server is totally secure and the Internet is also not totally secure. You should take this into account when submitting any confidential information to any website, including the Xmetric Ltd Website. Xmetric Ltd assumes no liability for the interception, alteration, or misuse of the information you provide whilst it is in transit across the Internet to/from our website. Please use care when using the Website. You expressly acknowledge that any information which you send to or receive from the Website and/or you send to or receive from Xmetric Ltd by e-mail is transmitted at your own risk.


18.7 Links to third party websites

The Website may provide links to third party websites for the convenience of users. If you access those links, you will leave the Website. Xmetric Ltd does not control these third party websites and cannot represent that their policies and practices will be consistent with this Privacy Policy. For example, other web sites may collect or use personal information about you in a manner different from that described in these Terms. Therefore, you should use other web sites with caution, and you do so at your own risk. We encourage you to review the privacy policy of any website before submitting personal or business information.


18.8 Opting out of Xmetric Ltd communications

From time to time, Xmetric Ltd e-mail you information which we believe may be of interest to you. If you prefer not to receive any or all of these communications, you may opt out by following the directions provided within the e-mailed information.


18.9 Preventing Xmetric Ltd from storing your information

If you do not want Xmetric Ltd to collect and store your personal and/or business information, you must immediately cease to use the Website and you must not subscribe to any Website services or facilities.



19. GOVERNING LAW AND JURISDICTION

These Terms shall be governed by and construed in accordance with English law. Disputes arising in connection with these Terms shall be subject to the exclusive jurisdiction of the English courts.

Copyright © Xmetric Ltd (Company No. 7684471) 2012, 2013, 2014, 2015. All rights reserved.



Xmetric Ltd
Registered Office
Daws House
33-35 Daws Lane
London
NW7 4SD
United Kingdom