Terms of Service

1. Definitions and Interpretation

1.1 The following definitions will apply throughout this agreementAgreement: the agreement between Neatly and you, which is based on these Registration Terms, the Neatly.io Privacy Policy and the information you provide during Registration.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Commencement Date: the date upon which Neatly sends to you an email confirming the acceptance of your Registration.

Confidential Information: any information that is confidential in nature and that has been disclosed either deliberately or accidentally to either party.

Defect: a defect, error or bug having a materially adverse effect on the appearance, operation or functionality of the Platform, but excluding any defect, error or bug caused by or arising as a result of:

1. (a) your act or omission or an act or omission of one of your employees, officers, agents, suppliers or sub-contractors; or
2. (b) an incompatibility between the Platform and any other system, application, program or software not specified as compatible on the Website;

Fair Use Policy: the acceptable use policy, which is available for inspection on the Website here.

Intellectual Property Rights: 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.

Mandatory Policies: the Privacy Policy, the Fair Use Policy and Security Policy and such other policies as Neatly may introduce from time to time, all of which are available for inspection on the Website.

Material Breach: any breach of the terms of this Agreement that is so substantial it is irremediable by either of us, or those terms and clauses throughout the agreement otherwise listed specifically as capable of being a material breach.

Permitted Purpose: the aggregation, presentation and analysis of data relating to the performance of your business.

Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 1998.

Platform: the software platform known as Neatly.io that is owned and operated by Neatly and will be made available to you, upon your consent to this agreement.

Privacy Policy: the Neatly Privacy Policy, which you can find here.

Registration: the sign-up process for the Neatly.io, which will allow you to access to the Platform.

Registration Terms: the terms and conditions set out in this document, which forms part of our Agreement with you.

Services: the services that Neatly will provide under the Agreement as confirmed during Registration and as updated or amended from time to time.

Upgrades: means new versions of, and updates to, the Platform, whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of the Platform.

User Materials: Means all information and data inputted by you into the Platform to be used to allow Neatly to provide the Services.

Website: means http://www.neatly.io/.

2. 1.2 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
3. 1.3 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
4. 1.4 A reference to writing or written shall include email.
5. 1.5 References to clauses are to the clauses of these Registration Terms. Clause titles are for ease-of-use only and shall not affect the way the clauses are interpreted.

2.

The Contract

1. 2.1 Your submission of your Registration details and your acceptance of these Registration Terms constitutes an offer to enter into a contract with Neatly, the acceptance of which Neatly will indicate when it sends to you an email confirming the completion of your Registration.
2. 2.2 This Agreement commences on the Commencement Date and shall continue indefinitely until terminated by either of us under clause 8.

3. Platform Use

1. 3.1 Upon the Commencement Date, Neatly grants you a non-exclusive, non-transferrable license to use the Platform for the Permitted Purpose. Your access to the Platform is conditional upon you observing these terms and conditions and any Mandatory Policies.
2. 3.2 All existing and future Intellectual Property Rights in the Platform are and will remain the property of Neatly or its licensors, as the case may be.
3. 3.3 The Platform may only be used by the user(s) named in the Registration and each such user accepts these Registration Terms in using the Platform.
4. 3.4 Users may not access any object code or source code of the Platform, save only to the extent permitted by the law.
5. 3.5 You may use the Platform only for the Permitted Purpose and never for anything that in our discretion we deem to be unlawful, illegal, fraudulent or harmful, whether directly or indirectly, in any way howsoever. If we consider that you have breached this clause, we may suspend your account without notice or terminate this Agreement and with it your Registration. We may erase all User Materials from our systems or, at our discretion, pass such User Materials on to law enforcement authorities.
6. 3.6 From time to time, at its discretion Neatly will Upgrade the Platform software. Such Upgrades may, from time to time, change the functionality provided by the Platform. As well as improving existing functionality and providing new functionality, Upgrades may include the removal of existing functionality and Neatly shall have no liability to you or to any third party for any existing functionality so removed.

4. User Materials

1. 4.1 You grant Neatly a non-exclusive, royalty-free licence to store, copy, distribute and use the User Materials in the provision of the Services.
2. 4.2 In addition, subject at all times to its obligations under clause 5 (Data Protection) and clause 12 (Confidentiality), you grant Neatly a non-exclusive, royalty-free licence to use the User Materials as part of an aggregated and anonymised dataset for:
   1. 4.2.1 the marketing and/or promotion of Neatly, the Platform and the Services; and
   2. 4.2.2 the conduct of data and market analytics, including the creation and publication of reports concerning such analyses.
3. 4.3 You warrant that when using the User Materials, Neatly will not breach any:
   1. 4.3.1 the Intellectual Property Rights (or other legal or moral rights) of third parties;
   2. 4.3.2 laws, statutes, regulations or legally-binding codes; or
   3. 4.3.3 give rise to any cause of action against you or Neatly or any third party

   and you hereby agree to indemnify Neatly and hold it harmless in respect of all costs and expenses (including awards of damages, compensation, fines, interest and the cost of all legal representation) on demand should you breach the warranties set out in this clause 4.3.

4. 4.4 Where Neatly reasonably suspects that there has been a breach by you of the provisions of this Clause 4, Neatly may:

1. 4.4.1 delete or amend the relevant User Materials; and/or
2. 4.4.2 suspend any or all of the Services and/or your access to the Platform while it investigates the matter.

5. 4.5 Any breach by you of this Clause 4 will be deemed to be a material breach of the Agreement for the purposes of Clause 7.
6. 4.6 Neatly shall ensure that the User Materials stored and processed by the Platform are stored separately from, and are not co-mingled with, the materials Neatly’s other customers.

5. Data Protection

1. 5.1 You warrant that you have the legal right to disclose all Personal Data that you do in fact disclose to Neatly in using the Platform and deploying the Services.
2. 5.2 Neatly warrants that:

5.2.1 in processing any Personal Data on your behalf of the Customer, Neatly will act only on your instructions; and

5.3 it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of the Personal Data that it processes on your behalf.

6. Warranties

1. 6.1 You warrant to Neatly that you have the legal right and authority to enter into and perform your obligations under the Agreement.
2. 6.2 Neatly warrants:
   1. 6.2.1 that it has the legal right and authority to enter into and perform its obligations under the Agreement;
   2. 6.2.2 that it will perform its obligations under the Agreement with reasonable care and skill;
   3. 6.2.3 that the Platform will operate without Defects and will perform substantially in accordance with the specification set out on the Website (subject to any Upgrades);
   4. 6.2.4 that the Platform (excluding for the avoidance of doubt the Customer Materials) will not:
      1. (a) breach any laws, statutes, regulations or legally-binding codes;
      2. (b) infringe the Intellectual Property Rights or other legal rights of any third party; or
      3. (c) give rise to any cause of action against the Provider or the Customer or any third party,

      in each case in England and Wales and under English law; and

   5. 6.2.5 that the Platform will undertake every effort to ensure the Platform remains free from viruses and other malicious software programs.
3. 6.3 You acknowledge that:

1. 6.3.1 complex software is never wholly free from defects, errors and bugs, and Neatly gives no warranty or representation that the Platform will be wholly free from such defects, errors and bugs;
2. 6.3.2 Neatly does not warrant or represent that the Platform will be compatible with any application, program or software;
3. 6.3.3 Neatly will not and does not purport to provide any legal, taxation or accountancy advice under the Agreement or in relation to the Platform and (except to the extent expressly provided otherwise) Neatly does not warrant or represent that the Platform will not give rise to any civil or criminal legal liability on the part of the Customer or any other person.

6.4 All the warranties and representations given by either party in respect of the subject matter of the Agreement are expressly set out in these Registration Terms. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement.

7. Termination

1. 7.1 You may terminate the Agreement with immediate effect by following the steps required on the Platform to terminate your Registration.
2. 7.2 Neatly may terminate the Agreement immediately on written notice to you should:
   1. 7.2.1 you commit any material breach of these Registrations Terms or of the Fair Use Policy, and:
      1. (a) the breach is not remediable; or
      2. (b) the breach is remediable, but you fail to remedy the breach within 14 days of receipt of a written notice requiring you to do so;
   2. 7.2.2 you persistently breach these Registration Terms or the Fair Use Policy (irrespective of whether such breaches collectively constitute a material breach).
   3. 7.2.3 you be dissolved;
   4. 7.2.4 you cease to conduct all (or substantially all) of your business;
   5. 7.2.5 you are or become unable to pay your debts as they fall due;
   6. 7.2.6 you are or become insolvent or are declared insolvent; or
   7. 7.2.7 you convene a meeting or make or propose to make any arrangement or composition with your creditors;
   8. 7.2.8 an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of your assets;
   9. 7.2.9 an order is made for your winding up or you pass a resolution for your winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or

7.2.10 being an individual, you die or as a result of illness or incapacity you become incapable of managing your own affairs, or you are the subject of a bankruptcy petition or order.

3. 7.3 If Neatly stops or makes a good faith decision to stop operating the Platform generally, then it may terminate the Agreement by giving at least 30 days’ written notice of termination to you.
4. 7.4 Neatly may terminate the Agreement immediately by giving written notice of termination to you where you fail to pay to Neatly any amount due to be paid under the Agreement by the due date.

8. Consequences of Termination

1. 8.1 Within 30 days of the termination of this Agreement, Neatly shall erase any Personal Data and all User Materials from its servers.
2. 8.2 Clauses 1, 4, 9, and 12 to 17 will survive termination of the Agreement howsoever arising.
3. 8.3 Termination of the Agreement will not affect either party’s accrued liabilities and rights as at the date of termination.

9. Limitation of Liability

1. 9.1 Nothing in the Agreement will:
   1. 9.1.1 limit or exclude Neatly’s liability for death or personal injury resulting from its negligence;
   2. 9.1.2 limit or exclude Neatly’s liability for fraud or fraudulent misrepresentation;
   3. 9.1.3 limit or exclude any liability that may not be excluded under applicable law.
2. 9.2 The limitations and exclusions of liability set out in this Clause 9 and elsewhere in the Agreement:
   1. 9.2.1 are subject to Clause 9.1;
   2. 9.2.2 govern all liabilities arising under the Agreement or in relation to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
3. 9.3 The Platform and Neatly’s Services are provided free of charge and as such are used by you on an ‘as is’ and ‘as available basis and save as provided in clause 9.1 all liability is hereby excluded. In particular and without limitation, Neatly will not be liable for:
   1. 9.3.1 any loss of profits, income, revenue, use, production or anticipated savings;
   2. 9.3.2 any loss of business, contracts or commercial opportunities;
   3. 9.3.3 any loss of or damage to goodwill or reputation;
   4. 9.3.4 any loss or corruption of any data, database or software;
   5. 9.3.5 any special, indirect or consequential loss or damage; or
   6. 9.3.6 any losses arising out of a Force Majeure Event.

10. Force majeure

10.1 Neatly shall not be liable for any event that is outside its reasonable control of either party. Including, but not exhaustively, faults or problems with the internet, hacker attacks, viruses, power failures, changes to the law, acts of god, terrorist attacks and wars.

11. Assignment

11.1 At certain points throughout this Agreement, Neatly may need to transfer some of our rights and obligations to other parties and this is under this Agreement.

12. Confidentiality

1. 12.1 The Provider will:
   1. 12.1.1 keep confidential and not disclose the User Materials to any person save as expressly permitted by this Clause 12;
   2. 12.1.2 protect the User Materials against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care;
2. 12.2 The User Materials may be disclosed by Neatly to its officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the User Materials so disclosed.
3. 12.3 The obligations set out in this Clause 12 shall not apply to:
   1. 12.3.1 information that is publicly known (other than through a breach of an obligation of confidence);
   2. 12.3.2 information that is in Neatly’s possession prior to disclosure by the Customer;
   3. 12.3.3 information that is received by Neatly from an independent third party who has a right to disclose the relevant Confidential Information; or
   4. 12.3.4 information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body.

13. Entire Agreement and Variation

1. 13.1 The Agreement constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances and representations made previously by either of us.
2. 13.2 Neatly will not be liable in respect of any misrepresentation (whether written or oral) made to you and which you relied upon in entering into the Agreement.
3. 13.3 Neatly may vary these Registration Terms at its discretion. Should it do so, it will notify you as soon as possible and, save where the requirement for the variation is urgent, no less than 14 days before the variation will take effect. Should you continue to use the Platform and deploy the Services after the date specified in the variation notice, you will do so having accepted the revised Registration Terms. Should you not consider the revised Registration Terms to be acceptable, you may terminate your Registration with immediate effect with no further liability.

14. Severance

14.1 If a court finds any part of this Agreement illegal, the rest will continue in force. Each of the paragraphs of this Agreement will operate separately, unless specifically mentioned in the Agreement.

15. Notices

1. 15.1 Any notice to be given by either of us under this Agreement shall be sent in writing to the following addresses:
   1. 15.1.1 Notice to Neatly – should be made via email to hello@neatly.io
   2. 15.1.2 Notice to You – will be made to the email addressed used during your Registration. It is your responsibility to ensure that this address remains accurate throughout.
2. 15.2 Any notice served under this Clause shall be deemed received at 11.00am on the following Business Day after sending.

16. Third parties

16.1 No one other than Neatly or you shall have any right to enforce any of the terms of this Agreement.

17. Governing law and Jurisdiction

17.1 This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by, and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle and such dispute or claim arising.