PLEASE READ CAREFULLY BEFORE ACCESSING or DOWNLOADING ANY SOFTWARE FROM THIS WEBSITE:

This end user licence agreement (“Licence”) is a legal agreement between you (“Licensee” or “you”) and Cleveland R&D Limited, a company incorporated in England and Wales, company No. 14327386 of 79 Weston Street, London SE1 3RS (“Licensor”, “us”, or “we”) for the use of reformat, a legal reformatting and proofing service comprised of:

• the Reformat website https://reformatword.com (“Website”);
• a website based software service available at https://web.reformatword.com (“Web Service”);
• an add-in app for Microsoft Word available through the Microsoft AppSource Marketplace: https://appsource.microsoft.com/en-us/product/office/WA200007463?tab=Overview , (“App”); and
• custom templates created by us for you for use on the App,

these components are collectively referred to as “Reformat” and the “Software”.

The use of Reformat allows users to create or update Microsoft Word documents (“Documents“).

We licence use of the Software to you on the basis of this Licence. We do not sell the Software to you. We remain the owners of the Software at all times.

IMPORTANT NOTICE TO ALL USERS:

BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, OR ATTEMPTING TO DO ANY OF THESE, YOU HAVE ACCEPTED THESE TERMS. IF YOU DO NOT INTEND TO ACCEPT THEM, YOU HAVE NO RIGHT TO (AND MUST NOT) DOWNLOAD OR USE THE SOFTWARE.

You should print a copy of this Licence for future reference.

LICENCE GRANT

In consideration of payment by you of any fees (including without limitation licence fees, subscription fees, custom template fees etc) and you agreeing to abide by the terms of this Licence, we grant to you a non-exclusive, non-transferable, limited licence to use the Software solely on the terms of this Licence. This licence does not convey any ownership rights in the Software.

The Software may contain or be provided with components that are subject to open-source software licences. Any use of those components may be subject to additional terms and conditions, and you agree that any applicable licences governing the use of the components will be incorporated by reference in this Licence.

Licences granted on a subscription basis expire at the end of the applicable subscription period, unless renewed. Licences granted for metered services billed periodically based on usage continue as long as you continue to pay for the usage of the service. 

USERS AND ACCOUNT RESPONSIBILITY

Access to Reformat is granted to individuals or entities that sign up directly (“Primary Account Holder”) or to users who are invited to join the Software by a subscribing entity (“Organisation”), including but not limited to its employees, contractors, or affiliates (“Users”).

The Primary Account Holder may be an individual or an entity that registers for Reformat. If an Organisation subscribes to Reformat, it may invite Users, including its own and/or its affiliates employees and contractors, to access Reformat under its account. The Primary Account Holder and Organisation are responsible for managing and maintaining access rights for all Users associated with their account.

Each User must create and maintain secure login credentials and is solely responsible for any activity conducted through their account. Users must comply with all applicable terms of this Licence, and their access may be suspended or terminated if they violate any provisions of this Licence.

If an Organisation registers for Reformat, it is responsible for ensuring that all Users comply with the terms of this Licence, including employees, contractors, and any affiliated entities granted access. The Organisation remains liable for any misuse of Reformat by its invited Users, and the Organisation will have the sole right to enforce this Licence against us.

We reserve the right to restrict, suspend, or terminate access to any Primary Account Holder, User or Organisation if we determine that Reformat is being used in violation of this Licence, applicable laws, or in a manner that poses a security risk. If an Organisation’s subscription is terminated or suspended, all associated Users may lose access to Reformat.

RESERVATION OF RIGHTS

We reserve all rights not expressly granted in this Licence. The Software is protected by copyright and other intellectual property laws and international treaties. No rights, whether express or implied are granted by waiver, estoppel or otherwise. Access to or use the Software on a device does not grant you any licence or right to implement use, or otherwise exploit our patents, trademarks, copyrights, trade secrets, or other intellectual property in the device, any other software or any other devices.

SCOPE OF USE

The Software is licenced, not sold. This Licence only gives you limited rights to use the Software. Unless the law gives you more rights, despite this limitation, you may use the Software only as expressly permitted in this Licence. In doing so, you must comply with any technical limitations in the Software that only allow you to use it in certain ways. If documentation (“Documentation”) is provided with the Software, you may copy and use the Documentation solely for your reference purposes.

For each User Licence purchased, you may:

• download, install and use the Software for your internal business purposes only on one central processing unit; or
• transfer the Software from one computer to another, provided that it is used on only one computer at any given time; and
• receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by us from time to time.

You may not install or use a copy of the Software on a device you do not own or control.

The Software may only be used within the terms specified in this Licence. You may not sublicence, distribute, or sell the Software or any component of it.

RESTRICTIONS

Except as expressly set out in this Licence or as permitted by any local law, you undertake:

• not to, nor attempt to, work around any technical limitations in the Software or Documentation;
• not to, nor attempt to, use the Software or Documentation in any manner that infringes the intellectual property rights of the Licensor or any third party;
• not to, nor attempt to, copy the Software or Documentation except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
• not to, nor attempt to, publish, or otherwise make the Software available for others, to copy, rent, lease, sub-licence, loan, translate, transfer, merge, adapt, vary or modify the Software in whole or in part or use the Software to offer hosting services to a third party;
• not to, nor attempt to, make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programmes;
• not to, nor attempt to, disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software, except to the extent that such actions are necessary to achieve inter-operability of the Software with another software programme as permitted  by virtue of section 296A of the Copyright, Designs and Patents Act 1988), and provided that the information obtained by you during such activities:
• is used only for the purpose of achieving inter-operability of the Software with another software programme; and
• is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
• is not used to create any software which is substantially similar to the Software;
• not to, nor attempt to, use the Software or Documents in any way that could harm it or impair anyone else’s use of it;
• not to, nor attempt to, use any Internet-based service to try to gain unauthorised access to any service, data, account, or network by any means in relation to the Software;
• not to, nor attempt to, install or use any third-party software or technology in any way that would subject the Licensor’s intellectual property or technology to any other licence terms;
• not to, nor attempt to, separate and run parts of the Software on more than one device;
• not to, nor attempt to, upgrade or downgrade parts of the Software at different times;
• not to, nor attempt to, use the Software or Documentation for any unlawful purpose;
• to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
• to supervise and control use of the Software and ensure that the Software is used by your employees and contractors in accordance with the terms of this Licence;
• to include our copyright notice on all entire and partial copies you make of the Software on any medium;
• not to, nor attempt to, provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your and/or your affiliates employees and contractors without prior written consent from us; and
• to comply with all applicable technology control or export laws and regulations.

PRICING AND PAYMENT

The fees for Reformat, including but not limited to custom template creation (“Custom Template Creation”), custom template updates, and volume and unlimited standard user licences, shall be as set out in the App, which may be updated from time to time. Pricing varies based on the type of service selected, including one-time fees, subscription-based fees, fees for usage in the case of metered services, and recurring charges for ongoing updates or licences.

Fees are payable in advance unless otherwise agreed in writing between you and us. Subscription-based services are billed on a monthly or annual basis, as specified at the time of purchase. One-time services (such as custom template creation) are payable in full in advance before work commences, unless agreed otherwise.

We reserve the right to modify our pricing from time to time. Any pricing changes will be communicated in advance by updating our pricing in the App and will apply to future purchases or renewals. For subscription services, any price adjustments will take effect upon renewal of the subscription term.

Payments shall be made to us via the accepted payment methods specified by us, which may include credit card, bank transfer, or other electronic payment options, and will be made within Reformat. Any applicable taxes, duties, or transaction fees shall be the responsibility of the Licensee.

If payment is not received by the due date, we may suspend or terminate access to Reformat until payment is made in full. Late payments may be subject to interest charges in accordance with applicable laws.

Payments made for the Software are non-refundable, except where required by law or as explicitly stated in this Licence. Subscription services may be cancelled in accordance with our cancellation policy (See Cancellation and Refunds Policy below), and access will remain available until the end of the paid term.

Users can purchase a plan on either a monthly or annual basis. Users can subscribe to both the Volume Plan and Unlimited Plan at the same time. Each plan is billed and managed separately, including proration. Upgrading a plan (or switching from monthly to annual) is prorated based on the unused time on the current plan. The upgrade is charged immediately. For the Unlimited Plan, users can increase or decrease the number of users (minimum of 10), and charges are prorated accordingly.

FEEDBACK

Any feedback provided by you or a User is voluntary, provided without charge, and we are granted an irrevocable, perpetual, non-exclusive, royalty-free licence to use, modify, incorporate, distribute and commercialise the feedback into the Software, Documentation or any other service or product, in whole or in part, without any obligation to you or a User and without regard to whether such feedback is marked or otherwise designated by you or a User as confidential.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge that all intellectual property rights in the Software and the Documentation anywhere in the world belong to us.

You acknowledge that you have no right to have access to the Software in source code form.

HOW WE MAY USE YOUR PERSONAL INFORMATION AND DATA SECURITY

Under UK data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Software and the Documentation, the purposes for which process such personal data and those individuals’ rights in relation to their personal data and how to exercise them. This is set out in our privacy policy here: https://reformatword.com/legal/privacy-policy/. It is important that you read this privacy  policy.

The Software may collect and process certain personal data to provide and improve the Software. Each User consents to this data processing with respect to the processing of personal data.  and represents that they have obtained all necessary consents from third parties 

We will implement appropriate technical and organisational security measures to protect data processed by the Software. However, we are not responsible for any data breaches that occur outside our reasonable control.

CONFIDENTIALITY

For the purposes of this Licence, “Confidential Information” shall mean any and all proprietary, confidential, or trade secret information related to the Software, including but not limited to the source code, object code, algorithms, data, and documentation, as well as any information disclosed by the Licensor or its affiliates to the Licensee in connection with the Software.

The Licensee agrees to:

• keep the Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Licensor;
• use the Confidential Information solely for the purpose of using the Software as permitted by this Licence and not for any other purpose; and
• take reasonable security precautions to protect the confidentiality of the Confidential Information which are at least as great as the security precautions it takes to protect its own confidential information.

The obligations set forth above shall not apply to Confidential Information that:

• is or becomes publicly or subsequently comes in the public domain available through no breach of this Licence  by the Licensee;
• was lawfully obtained by the Licensee from a third party without any breach of an obligation of confidentiality; or
• is independently developed by the Licensee without reference to or reliance upon the Confidential Information.

Upon the termination or expiration of this Licence, the Licensee shall promptly return to the Licensor or destroy, at the Licensor’s option, all Confidential Information in the Licensee’s possession or control.

The confidentiality obligations shall remain in effect for as long as the Confidential Information remains confidential, unless the Licensor consents in writing to the disclosure of the information or unless the information is no longer confidential as per the exclusions outlined in above.

If the Licensee is required to disclose any Confidential Information by law, regulation or court of competent jurisdiction, the Licensee shall provide the Licensor with prior written notice of such requirement, to the extent permitted by law and reasonably practicable, so that the Licensor may seek a protective order or other appropriate remedy.

WARRANTY

The Product is provided “as is”, “with all faults” and “as available”, without warranty of any kind. You bear the risk of using it. The Licensor, on behalf of itself and its affiliates (“Affiliates”), vendors, agents and suppliers, disclaims all warranties, guarantees or conditions, expressed, implied, statutory or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement no matter how arising.

LIMITATION OF LIABILITY

You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise. It is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.

You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.

To the maximum extent permitted by law, our total liability to you in respect of any claim or loss arising out of or in connection with this Licence, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be strictly limited to a pro-rata refund of any prepaid but unused portion of your subscription fees at the time of termination.

For one-time services, such as Custom Template Creation, our liability is limited to the fees paid for the specific service, provided that the work has not yet commenced. Once work has begun, such fees shall be non-refundable.

The limitation of liability above applies without limitation:

• to anything related to the Software, the services (the “Services”) provided through the Software, or any third-party content, code, or integrations that interact with the Software;
• to claims arising from breach of contract, breach of warranty, guarantee, or condition; strict liability; negligence; or any other tort, to the extent permitted by applicable law;
• if repair, replacement, or a refund for the Software or Services does not fully compensate you for any losses;
• if we knew or should have known about the possibility of such damages or losses; or
• if you have relied on any content, features, or third-party integrations that interact with our Software, which may change or be discontinued at any time.

We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the Licence for:

• loss of profits, sales, business, or revenue;
• business interruption;
• loss of use;
• loss of anticipated savings;
• wasted expenditure;
• loss or corruption of data or information;
• loss of business opportunity, goodwill or reputation;
• where any of the losses set out above are direct or indirect; or
• any special, indirect, incidental, punitive or consequential loss, damage, charges or expenses.

This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documentation. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

VERIFYING COMPLIANCE

You must keep records relating to your use of the Software and Documentation. We may verify your compliance with this Licence by directing an independent auditor (under nondisclosure obligations) to conduct an audit or ask you to complete a self-audit process. You must promptly provide any information and documents that we or the auditor reasonably requests related to the verification and access to systems running the Software. If verification or self-audit reveals any unlicensed use, you must order sufficient licences to cover the period of its unlicensed use. The audits may be conducted more frequently, if required by the auditors and/or regulators, of books and records related to this Licence. The expenses for all such audit will be borne by the party conducting the audit. All information and reports related to the verification process will be confidential information and used solely to verify compliance.

You will defend, indemnify and hold harmless the Licensor and its Affiliates from and against any and all third-party claims, actions, suits or proceedings (collectively a “Claim”) arising from or related to your or any User’s violation of this Licence. This indemnification includes,  but not limited to, reasonable legal, damages, costs and expenses, as well as other costs finally awarded against Licensor or its Affiliates in connection with, or as a result of such Claim. It also covers amounts paid by Licensor or its Affiliates under a settlement you approve of in connection with a Claim. The Licensor will provide you with prompt written notice of any such Claim and will allow you the right to assume the exclusive defence and control of the claim provided you cooperate with any reasonable requests assisting your defence and settlement of such matter.

TERMINATION

This Licence remains in effect until terminated by us or you. A User may terminate this Licence by ceasing all use of the Software. We may terminate this Licence if a User breaches any terms of this Licence.

You may terminate this Licence at any time by providing written notice, such termination to take effect at the end of the applicable paid subscription period or current billing period. The effect of termination will depend on whether you are a User or an Organisation:

• Users: Termination will take effect at the end of the current billing cycle, and the User will retain access to the Services until that date.
• Organisations: The Organisation may terminate its entire subscription or remove specific Users from its account. In either case, fees already paid for the current term will not be refunded. The Organisation is responsible for managing access for its Users and ensuring all relevant Users are notified of the termination.

We may suspend or terminate this Licence and the Licensee’s access to the Services immediately if:

• you breach any material provision of this Licence and fails to remedy such breach within 10 days of receiving notice;
• payment is overdue by more than 30 days, despite reminders; and/or
• you engage in fraudulent, unlawful, or unauthorised use of the Services.

If we terminate the Licence for reasons other than a material breach by you, we will provide a pro-rata refund for any prepaid but unused subscription-based services. However, one-time services that have been paid in full upfront (such as Custom Template Creation) are non-refundable once work has commenced.

On termination for any reason:

• all rights granted to you under this Licence shall cease immediately;
• you must immediately cease all activities authorised by this Licence; 
• you must immediately and permanently delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Software and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so; and
• any outstanding fees shall become due and payable. Any such outstanding amounts will be automatically charged to the payment method (e.g., bank card) linked to the Licensee’s account. If payment cannot be successfully processed, you remain legally responsible for settling the outstanding balance immediately upon request.

Organisations remain responsible for ensuring that any Users associated with their account are notified of termination and that any necessary data or content is retrieved before access is revoked. You remain bound by any confidentiality, intellectual property, and liability limitations outlined in this Licence, even after termination.

CANCELLATION AND REFUNDS

Payments are non-refundable (unless otherwise agreed in this Licence) once a billing cycle has commenced. If a User cancels their subscription, they will retain access to the Services until the end of the paid period, after which their access will cease. If an Organisation cancels its subscription, all associated Users under that account will lose access at the end of the current billing period. The Organisation remains responsible for payment until that date.

Fees for one-time services are non-refundable once work has commenced. Downgrading a plan results in the unused time being converted to account credit, which is automatically applied to the next upcoming payment (users cannot choose how much credit to apply).

If we discontinue a service, we may, at our sole discretion, provide a refund or credit for any remaining unused term.

REFERRALS AND INCENTIVES

Users participating in the referral and incentive scheme have the ability to earn credits which can be used for processing documents using Reformat. These cannot be redeemed for cash or refunded in any way, and are exclusively for use in the Reformat App. Users closing or cancelling their accounts will forgo any Document Processing Credits earned through the referral and incentives program.

COMMUNICATION BETWEEN US

We may update the terms of this Licence at any time on notice to you in accordance with this provision. Your continued use of the Software and Documentation following the deemed receipt and service of the notice shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Software and any Documentation on the deemed receipt and service of the notice.

If we have to contact you, we will do so by email to the address you provided in accordance with your account information as provided by you via the Web Service.

Note that any notice:

• given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, or on transmission after an email is sent; and
• given by you to us will be deemed received and properly served on transmission after an email is sent.

In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

EVENTS OUTSIDE OUR CONTROL  

We shall not be liable for any failure, delay, or disruption in the performance of our obligations under this Licence due to circumstances beyond our reasonable control (“Force Majeure Events”). These include, but are not limited to:

• acts of God (including natural disasters, earthquakes, hurricanes, floods, wildfires, or other extreme weather conditions);
• war, terrorism, riots, civil unrest, or military actions;
• cyberattacks, hacking, denial-of-service attacks, or other malicious third-party interference;
• power failures, telecommunications disruptions, internet service provider failures, or other infrastructure failures;
• pandemics, epidemics, public health emergencies, quarantines, or government-imposed restrictions;
• strikes, labour disputes, shortages, lockouts, or industrial actions;
• compliance with any law, governmental order, regulation, or any directive from an authority (including sanctions or trade restrictions);
• any failure or delay caused by third-party vendors, cloud service providers, hosting providers, or software dependencies beyond our control; or
• any other cause, whether similar or dissimilar to those listed above, that is beyond our reasonable control and prevents us from fulfilling our obligations.

If a Force Majeure Event occurs and affects our ability to provide the services, we shall make reasonable efforts to resume normal operations as soon as possible. However, we shall have no liability for any resulting loss, damage, or failure to perform any obligation under this Licence due to such events.

GOVERNING LAW

This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by the laws of England and Wales. Us and you irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

ENTIRE AGREEMENT

This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter. The body of this Licence will take precedence over any conflicting terms in other documents that are part of this Licence that are not expressly resolved in those documents.

You acknowledge that in entering into this Licence you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it.

SURVIVAL

The terms of this Licence that are likely to require performance, or have application to events that may occur, after the termination or expiration of this Licence, will survive termination or expiration, including all indemnity and confidentiality obligations.

ASSIGNMENT

We may assign, transfer or novate, or purport to assign, transfer or novate any of our rights and obligations under this Licence to another organisation without your prior written consent, but this will not affect your rights or our obligations under this Licence.

You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

Upon such transfer, you must uninstall and discontinue using the Licence and render any copies unusable. You must notify us of a Licence transfer and provide the transferee a copy of this Licence and any other documents necessary to show the scope, purpose, and limitations of the licences transferred. Attempted licence transfers that do not comply with this section are void.

THIRD PARTIES

This Contract is between you and Us. No other person shall have any rights to enforce any of its terms. 

WAIVER

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

AMENDMENTS

We may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we may make, as they are legally binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our site.

SEVERABILITY

If any provision of this Licence is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable, then that provision shall be severed from this Licence, and shall be ineffective without, as far as is possible, modifying any other clause or part of this Licence to the extent required. The remaining provisions will continue in full force and effect. By using the Software, you and each User (as applicable) acknowledges and agrees to the terms of this Licence.