Terms and conditions upon which the package of documents relating to Independent Examination files are supplied.

Definitions

‘SORPaid’ is a trademark of Undershot Ltd

‘Peter Brown & Co’ is a trading name of Undershot Ltd

The ‘licensor’ is Undershot Ltd, a limited company registered in England, company number 4114468, whose registered office is Acomb Grange, Grange Lane, York YO23 3QZ

The ‘licensee’ is the legal person with whom the licensor has contracted under these terms and conditions, or offers to so contract.

The ‘templates’ (also referred to as programmes or IE Files) are those Word or Excel templates designed to assist in conducting and documenting an independent examination in conjunction with Excel and or Word, the industry standard spreadsheet programme published by Microsoft Inc. Optionally, these may be linked to VT, the addon to Excel, published by VT Software Ltd.

The ‘contract’ is any contract for the supply of templates and other documentation either by sale or licence arising either from an order in the standard form transmitted electronically from the web site of SORPaid, or in other written or verbal form communicated to the licensor by the licensee.

‘Use' means to load, execute, store transmit, display or otherwise utilise the templates for legitimate business purposes.

Any phrase or word such as ‘He’ shall include the female or plural equivalent.

Jurisdiction

Regardless of where the purchaser may be located any contract between the licensor and the licensee in relation to the templates is governed by the laws of England and is subject to the exclusive jurisdiction of the English Courts.

Contractual terms and conditions

1. A contract shall be created when an offer in the form of an order is communicated by the licensee, electronically, in writing or verbally, to the licensor and has been accepted by the licensor, such acceptance to be indicated by the supply to the licensee of instructions for downloading the templates from the internet, or the placing in the post a CD addressed to the licensee at the address communicated to the licensor.
2. The licensor shall be under no obligation to accept the offer from the licensee until payment hasd been made.
3. The contract shall incorporate all these terms and conditions, except where specifically modified by a written consent by the licensor. The licensee warrants that:

4. before communicating the order to the licensee he has examined these terms and
conditions on the website of the licensee or in the manual of procedures which was supplied by download and has consented to them.
5. If the licensee does not agree with these terms and conditions, then the templates
must be removed from the licensee’s computer and all passwords etc destroyed, and
licensor should be notified in writing of the position, and any monies paid shall be
refunded. If such written notice is not received within seven days of delivery of the
templates, then the user will be deemed to have agreed to those terms and conditions.
6. Any payments due under the contract shall be paid to the licensor by credit card payment over the internet, except for Group Consolidation and Endowment Fund licenses which should be paid by cheque.
7. All disks, documents and other physical material supplied to the licensee by the licensor remain the property of the licensor
8. If the licensor does not accept the offer by the licensee, then any monies paid by the licensee shall be returned forthwith.
9. All contents of this software are suggestive and are no substitute for the exercise of professional skill by the user, and no warranty is given either explicitly or by implication that any independent examination conducted by use of this software will comply with any legislative requirement, SORP, Accounting or Auditing Standard without the application of such professional skill by the user.
10. The licensor reserves the right to charge the licensee on a fair time basis for any time spent in assisting the licensee with understanding or operating any aspects of third party software, including Microsoft Windows, Microsoft Excel or VT software
11. The manual and the templates are to be read together as one document, and using the templates for any purpose is deemed to be acknowledgement that any user has assented to these terms and conditions.
12. Copyright in Excel and Word vests in Microsoft Inc. on their usual terms and conditions.
13. Copyright in VT vests in VT Software Ltd on their usual terms and conditions.
14. Copyright in the templates vests in Undershot Ltd, Acomb Grange, Grange Lane, York YO23 3QZ. The templates are supplied on the basis that while every care and effort has gone into their development, they are supplied to professional persons who will be expected to use their own skill and judgment, based on their experience, when they use these templates. Accordingly, no liability can be accepted howsoever arising to any person for any loss arising from the use of these templates.
15. Attention is drawn to section 107 of the Copyright Design and Patents Act 1988 which makes it a criminal offence to perform, without authorisation, certain acts in relation to copyright material. Undershot Ltd may take legal action against any person responsible for the unauthorised reproduction or storage in a retrieval system of all or any part of this document, whether in its original form or any modified form.
16. Notwithstanding the above prohibition, any person who has paid an annual license fee to Undershot Ltd, which is still current, and which shall be evidenced by a receipted invoice from Undershot Ltd may, in accordance with this licence, for their own purposes, or for the purposes of one office only (ie limited to one office) of any accountancy practice, or other organisation, by which they are employed, or in which they are a partner or director, make as many printed copies or electronic copies of this file within that one office as they may wish, and may make any amendments, alterations, additions or deletions from this file as they may wish, provided such deletions shall not delete this copyright page, and provided this copyright page is included in every printed and electronic copy, whether the copy is in its original form or any modified form.
17. Such licence shall only continue for one year only from the date of the aforementioned invoice, whereupon the licence shall be renewed by the licensee if they so wish, on payment of a further annual licence fee, failing which no further printed or electronic copies may be made of this file for any purpose whatsoever, and all unused copies of this file should be destroyed, although the licensee may retain for their own read only purposes without time limit any copies of this file, either printed or electronic, that have been used and to which data has been added for the purpose of preparing a file for carrying out an independent examination.
18. The templates are licensed for use on one computer only, with permission to make and store a backup copy. If copies are made for use on additional computers then an additional license fee is payable in accordance with the current schedule on the website www.sorpaid.com.
19. In consideration of the acceptance by the licensee of these terms and conditions, and payment of the licence fee, the licensor grants a none exclusive, non assignable right to use the templates.
20. The licensee may use the templates on single personal computers or laptops to the maximum number for which a licence fee has been paid.
21. The licensee may transfer the templates from one computer to another owned by the licensee, provided they are not used on more than the number of computers at any one time that the licence permits.
22. Other than permitted under this agreement or by law, the licensee shall not

(a) use,copy, transfer, sell, sub licence, lease, mortgage, rent, loan, publish or distribute this programme to any other person
(b) alter, adapt, merge, modify, translate or create derivative works from the templates.
(c) Remove, change or obscure any of our or any third party proprietary notices, labels or marks
23. The licensee acknowledges that the licensor retains ownership of all intellectual property rights in and to the templates and any amendments made to it by us, regardless of form, including any back up copies the licensee shall make, and subject to this licence you shall not have any right to use them.
24. As described in paragraph 16, the licensee may use the templates for one year after the contract was entered into and such further periods in respect of which the licensee shall have paid an annual fee to Sorpaid, and while such permission is current shall be entitled to any free upgrades that may be issued from time to time by Sorpaid

25. After the first anniversary of the date of the contract, the licensee shall be entitled to such upgrades from time to time, as the licensor shall determine, provided that the licensee has paid an annual maintenance charge at the standard rate of the licensor then prevailing.
26. The licensee acknowledges that the allocation of risk in this agreement reflects the price paid for the templates and also the fact that it is not in the licensor’s control how, and for what purpose, the programme is used. In no circumstances, therefore, will the licensor be liable for any indirect, consequential, incidental or special damage, or loss of any kind (including loss of profits, business, chargeable time, anticipated savings, goodwill, any business interruption or loss or corruption of data) however caused and whether arising under contract, tort or otherwise.
27. The contract between the licensor and the licensee of the templates specifically excludes any liability arising to third parties under the Contracts (Rights of Third Parties) Act 1999.
28. Sorpaid accept no responsibility for the content on any site to which a hypertext link from the electronic independent examination file or this manual file exists. The links are provided "as is" with no warranty, express or implied, for the information provided within them.

Additional legal information

Further information on Distant Selling, Copyright and Data Protection can be found by viewing our Legal Information Page.