ONLINE TERMS FOR THE SUPPLY OF FINANCIAL MODELLING SERVICES

 

1 ABOUT THESE TERMS

 

1.1 These terms and conditions (Terms) set out the terms on which you can purchase Financial Model
Services (Services) through our website (Website). You must accept these Terms for us to provide
the Services to you. By purchasing one or more of our Services, you confirm that you accept these
Terms and you become legally bound by them.

1.2 Please read these Terms carefully. These Terms tell you who we are and other important
information. They describe how we sell our Services, set out your rights and responsibilities and tell
you what to do if there is a problem. These Terms also limit our liability.

1.3 By engaging us to provide the Services, you are agreeing to these Terms. If you do not agree to
these Terms, you must not purchase our Services.

1.4 Please note that we reserve the right to update, change or replace any part of these Terms at our
sole discretion. However, the terms which apply to your order will be those in force at the time you
submitted your order to us.

1.5 We will collect some personal data about you in order to provide our Services (e.g. your name,
email address, payment details and delivery information). For information regarding how we process
personal data, please see our privacy policy at https://www.apini.co.uk/privacy-policy.

1.6 These terms cover the terms and conditions if you purchase Services via the Website.

 

2 WHO ARE WE?

2.1 We are APINI CONSULTING LIMITED (APINI), registered in England and Wales with company number
15351209 whose registered address is 124 City Road, London, EC1V 2NX (we/us/our). Our VAT
number is 462670288.

 

2.2 We are a provider of outsourced CFO Services and in the business of selling CFO level services
and support.

2.3 If you have any questions about these Terms, please contact us using the details below:
Email: philip.k@apini.co.uk

 

3 PLACING AN ORDER

3.1 To engage us to provide the Financial Modelling Services, you will need to confirm your order by
email following your initial discovery call.

3.2 Please check your order carefully before confirming it. You are responsible for ensuring that your
order is complete and accurate.

3.3 The order will only be accepted when we send you a written acceptance of the order by email.
When we send you an email confirming the order, a contract between you and us will be created to
abide by these Terms. We will then send you information to confirm your booking.

3.4 We reserve the right to accept or reject any order at our discretion. If we are unable to accept your
order, we will notify you as soon as possible.

3.5 If you would like to make any changes to your order after you have submitted it, please contact us
as soon as possible, and we will let you know if it is possible to change your order.

 

4 DESCRIPTION OF OUR SERVICES

4.1 Descriptions of our Services are as set out on our Website at https://www.apini.co.uk/financial-
model.

4.2 If we provide the Services in a way which is based on a description or information provided by
you, you are responsible for ensuring that information is correct. If this information is incorrect, this
may change the Price for the Services.

 

5 PERFORMANCE OF OUR SERVICES

5.1 While we make every effort to perform our Services to you on your chosen date or as soon as
reasonably possible and in any event within 30 days of accepting your order, the time of performance
is not guaranteed.

5.2 We will do all that we reasonably can to provide the Services at the time(s) and date(s) or within
the period agreed with you. If there might be a delay before we can start or restart the Services, we
will email you to let you know as soon as reasonably possible. However, we are not liable to you for
any losses you incur as a result of any delay caused by circumstances beyond our reasonable control
(for example, but not limited to, severe weather, accidents or unpredictable traffic delays).

5.3 Where a delay is caused by circumstances beyond our reasonable control, we will usually try to
start or restart the Services as soon as the issue causing the delay has been resolved. If the Services are
delayed by more than 5 working days, we will email you to let you know and offer you the option to
either continue waiting until the issue has been resolved (if this is possible) or to cancel your order
and get a full refund.

6 PRICE AND PAYMENT

6.1 The price for our Services will be shown on the Website and as set out in your order (Price). The
Price is inclusive of VAT.

6.2 Prices for our Services may change at any time. This will not affect existing orders unless:

6.2.1 the information you provided us in relation to your order was materially different from the
information we required in order to provide the Services (for example, measurements, weights etc.);
or
6.2.2 there has been an error on the Website regarding the pricing of any of our Services and this
affects your order, we will try to contact you using the contact details you provided when you placed
your order. If this happens, we will give you the option to re-confirm your order at the correct price or
to cancel your order.

6.3 We will charge the Price to the credit or debit card that you have provided at the time we accept
the order. All amounts due must be paid in full in advance.

6.4 We will provide you with an invoice for payment. All amounts due must be paid in full in
advance. Your invoice will be sent to the email address you provided when you placed your order and
must be paid by you prior to work commencing.

6.5 We may use a third-party payment provider to process payments on our Website.

 

7 IF THE SERVICES DO NOT MEET THEIR DESCRIPTIONS

7.1 Where the Services or deliverables do not meet the descriptions on our Website:

7.2 You must notify us in writing within 14 days of receipt of the Services and any deliverables
setting out the nature and extent of the defects; and

7.3 We shall, at our option, remedy or re-perform or refund (in whole or in part) the Price for the
Services. We do not offer refunds in any circumstances, unless expressly agreed in writing by Apini.

 

8 YOUR OBLIGATIONS AND RESTRICTIONS
8.1 You agree that:

8.1.1 you will pay the Price for the Services;

8.1.2 you will provide complete and accurate information when placing an order;

8.1.3 you are responsible for making sure that the information you provide us in order to enable us to
provide the Services is correct;

8.1.4 you will comply with these Terms, and any other documents referred to in it, when using our
Website and placing an order for Services; and

8.1.5 in reading and accepting these Terms, you are aware of and understand your rights and
responsibilities, and if you are not sure, you have contacted us on our Contact page for help or more
information.

 

9 Liability

9.1 The Financial Model is provided as a template designed to assist you with undertaking the
Permitted Purposes, and can be edited and adapted by you for your own specific purposes and
objectives. Apini cannot offer any guarantee on the accuracy of or outcomes achieved by using the
Financial Model. Accordingly, Apini hereby excludes any liability for any use of the Financial
Models by you or on your behalf.

9.2 You should seek appropriate financial, legal and tax advice in relation to any decisions made
relating to your business. Apini is not a financial, legal or tax advisor and its products are not intended
to be relied upon for financial, legal or tax compliance. Accordingly, the Financial Models are
provided on an “as-is” basis and without warranties of any kind. To the fullest extent permitted by
law, all express or implied warranties in respect of the Financial Models are hereby excluded. For the
avoidance of doubt, we make no warranties in respect of fitness for purpose, non-infringement,
originality or merchantability.

9.3 Nothing in these Product Terms intends to exclude or limit any liability for fraud or for any other
liability which cannot lawfully be excluded or limited.

9.4. Subject to clause 9.3, Apini’s total aggregate liability to you in respect of the Financial Model
product or otherwise in relation to these Product Terms, whether arising in contract, tort (including
negligence) or otherwise shall be limited to the purchase price received by Apini in respect of the
Product.

9.5. Subject to clause 3.3, Apini shall not be liable to you for any: (a) loss of revenue, profits,
fundraising or investment; (b) loss or corruption of data; (c) loss of opportunity, sales, business or
contracts; (d) loss of anticipated savings; (e) loss of goodwill or reputation; (f) losses you could have
avoided by acting reasonably and in accordance with good business practice; or (g) indirect,
consequential, exemplary or special losses.

 

10 OUR RIGHT TO END THE CONTRACT

10.1 We may terminate any and all contracts we have with you at any time by contacting you in
writing if:

10.1.1 you commit a serious breach of these Terms;

10.1.2 you do or take part in anything illegal when using our Website or purchasing our Services; or

10.1.3 you fail to pay any amount due under a contract on the due date.

10.2 You can cancel your order under clause 7 (if the services do not meet their descriptions).

10.3 Our right to terminate does not affect any of your rights.

If you are a business customer:

10.4 We may terminate any and all contracts we have with you if:

10.4.1 you are in material or persistent breach under this contract and that breach has not been
remedied 30 days after receiving written notice from us;

10.4.2 you fail to pay any amount due under the contract on the due date and such amount remains
unpaid 30 days after the date that we have given notification to you;

10.4.3 you are unable to pay your debts, you have a receiver, manager, administrator or administrative
receiver appointed over all or any part of your undertakings, assets or income; or

10.4.4 you cease or suspend, or threaten to cease or suspend, the carrying on all or any part of your
business.

11 OUR LIABILITY TO YOU

11.1 We are not liable to you for any losses you incur where the Services are delayed or cannot be
performed because:

11.1.1 you fail to make information available to us or fail to provide us with adequate instructions or
information to allow us to perform the Services; or

11.1.2 you fail to make the location available to us, or fail to prepare the location as required for us to
provide the Services, or fail to provide us with adequate instructions or information to allow us to
perform the Services.

11.2 If we are affected by an unforeseeable event, we will promptly write to you to let you know if
this means we are unable to fulfil a contract.

11.3 We are not liable to you for any loss or damage that was not foreseeable, any loss or damage not
caused by our breach or negligence, or any business loss or damage. If we are affected by an
unforeseeable event, we will promptly write to you to let you know if this means we are unable to
fulfil a contract.

11.4 Nothing in these Terms excludes or limits our liability for any death or personal injury caused by
our negligence, liability for fraud or fraudulent misrepresentation, or any other liability that the law
does not allow us to exclude or limit.

The following clauses in this clause 11 only apply if you are a business customer.

11.5 Subject to the below, our liability under or in connection with these Terms (regardless of whether
such liability arises in tort, contract or in any other way and whether or not caused by negligence or
misrepresentation) will not exceed the price for the Services paid by you.

11.6 We will not be liable to you under or in connection with these Terms (regardless of whether such
liability arises in tort, contract or in any other way and whether or not caused by negligence or
misrepresentation) for:

11.6.1 consequential, indirect or special losses; or
11.6.2 any of the following (whether direct or indirect):
11.6.3 loss of profit;
11.6.4 loss or corruption of data;
11.6.5 loss or corruption of software or systems;
11.6.6 loss or damage to equipment;
11.6.7 loss of use;
11.6.8 loss of opportunity;
11.6.9 loss of savings, discount or rebate (whether actual or anticipated); or
11.6.10 harm to reputation or loss of goodwill.

11.7 Where we have failed to provide you with the Services or some or all of the materials described
on the Website as part of the Services purchased, we shall only be liable up to the limit of the price
paid for the Services.

 

12 PRODUCT LICENCE AND INTELLECTUAL PROPERTY RIGHTS

12.1 You agree that we and our licensors own all intellectual property rights in the Services. Except as
expressly stated as part of the Services, these Terms do not grant you any rights to any intellectual
property rights in the Services.

12.2 You must not use our trademarks or our trade names on your website or in any marketing
materials without our express written consent.

12.3 When you purchase an Apini Financial Model, upon receipt of full payment we grant you a non-
exclusive, non-transferable licence to use the Financial Model on the following terms.

12.4 You may only use the Financial Model within your Company or Business and for the following
purposes: financial modelling, budgeting, business planning, fundraising (the "Permitted Purposes").
You may not use the product for any other purpose without prior written consent.

12.5 Our Financial Models are unlocked and editable, and you may edit them to meet your needs
within the Permitted Purposes.

12.6 You may use and share the Financial Model within your Company or business and with third-
parties only as necessary for the Permitted Purposes. You must not share this product with any third-
party beyond these purposes without prior written consent.

12.7 You may not sell, licence, sublicence or make the Financial Model available to any third-party.

 

13 FEEDBACK AND COMPLAINTS

13.1 We welcome any feedback about our Services. We hope that you are satisfied with any purchase
you make with us, and we are always keen to hear about ways to improve our Services. If you have
any comments, please let one of our sales assistants know or submit these to philip.k@apini.co.uk.

13.2 If you do have any complaints, please submit them to philip.k@apini.co.uk and we will aim to
deal with these swiftly.

 

14 GENERAL

14.1 You are not allowed to transfer your rights or obligations under these Terms to anyone without
our prior written consent. We may transfer our rights and obligations under these Terms to another
business without your consent, but we will notify you of the transfer and make sure that your rights
are not adversely affected as a result.

14.2 If any provision of these Terms (or part of any provision) is or becomes illegal, invalid or
unenforceable, the legality, validity and enforceability of any other provision of these Terms will not
be affected.

14.3 If you breach these Terms and we take no action, we will still be entitled to use our rights and
remedies in any other situation where you breach these Terms.

14.4 Under this contract, notices must be in writing and sent to the other party's address or email
address, as set out in the order confirmation. Letters sent in the United Kingdom will be deemed
delivered in 3 business days (excluding English Bank Holidays), after sending. Emails will be deemed
delivered the same day (or the next business day, if sent on a non-business day or after 5pm on any
business day at the recipient's location).

14.5 Each contract, these Terms and the terms of each accepted order represent the entire agreement
between us and replace any terms and conditions of purchase or supply that you have been provided
with previously.

14.6 Each contract, these Terms and the terms of each accepted order and any dispute or claim arising
out of them will be governed by, and interpreted in accordance with, the laws of England and Wales
and the parties agree that the courts of England and Wales will have exclusive jurisdiction to settle
such disputes or claims