Terms of Use — SheetRails

1Introduction and Legal Terms1.1By accessing or using www.sheetrails.com or any application or related platform (collectively, “the Platform”), owned by Sheetrails (Pty) Ltd (reg: 2023/998405/07) (“Sheetrails”) or any of its Services, you agree that you have read, understood, and agree to be bound to the terms and conditions contained herein (“Terms”). All rights in and to the Platform always remain expressly reserved by Sheetrails.
2We are a software company that has created and developed a specific spreadsheet add-on application as part of Microsoft Excel (“Services”).
3These Terms explain the conditions applicable to how you will use the Platform and our Services. Please read these Terms carefully before using the Platform or our Services. We will assume you have read and understood these Terms if you continue to access or make use of our Platform or Services.
4Please pay specific attention to the BOLD paragraphs of these Terms. These paragraphs limit the risk or liability of Sheetrails, constitutes an assumption of risk or liability by you, impose an obligation by you to indemnify Sheetrails or is an acknowledgement of any fact by you.
5The terms "user", “you" and “your” are used interchangeably in these Terms and refer to all persons accessing the Platform or using the Services for any reason whatsoever. Accordingly, the terms “us”, “our” or “we” refers to Sheetrails or its possession.

2Our Application and Services2.1.1SheetRails is an add-on application (“Application”) for use with Microsoft Excel.
1.2The Application can be used by Microsoft users (“Users”) who work with Excel spreadsheets, to control collaboration with others contributing to and consuming data in their spreadsheets, and to document and explain the purpose and intention of, and instructions for use of the spreadsheets.
2The Application provides the following features for Users:
2.1Transform your sheet into a series of user specific activities
2.2Set custom viewable and editable ranges per activity and per user
2.3Give clear and visible step-by-step instructions
2.4SheetRails auto-generates a custom webform for each collaborator
2.5Review changes and inputs before merging into the master sheet.
2.6All your sheet-based processes in one place
2.7Consolidate and control your sheets in a single dashboard
2.8Monitor progress and follow up on overdue activities.

3User Registration Process3.1In order to make full use of the Application, you must first ensure that you have an active account with Microsoft or Google, and access to Microsoft Excel. Thereafter, you must complete the necessary registration process detailed on the Platform and acquire a Profile.
2Users must give permission for Sheetrails to see their Name and Email address when prompted when registering a Profile. Users may then set up additional features of their Profile, as prompted by the Platform. Data inputters are not required to create a profile.
3When creating a Profile on the Platform, you agree to provide accurate, current, and complete information and to update this information as and when it changes.
4To protect your privacy and security, the Platform takes reasonable steps to verify your identity by requiring your chosen password together with your provided email address or mobile number in order to grant access to your Profile and data. To view or change your personal information provided, you can go to the profile section under your Profile.
5By entering your personal information on the Platform, you warrant that the person using the Platform and Application is you and/or you have the legal authority to act on behalf of a corporate entity. You are responsible for your Profile and all actions perpetrated therewith and thereon, and you should not share your login details or password with anyone.

4Subscription and Payment Terms4.1Free trial access to the Application:
1.1You can access and make use of our Services before subscribing by using the obligation free trial. The trial will offer you access to our Services for a period determined during your application for access to the trial. You will not be required to input any billing information to access the trial. After the trial period has ended your account will be suspended until you subscribe to our Services.
2Subscription Package
2.1You must subscribe to the Platform to gain full access to the Application.
2.2To subscribe to our Application, you will be required to pay a Subscription Fee each month.
2.3For an indication of the monthly Subscription Fees to be expected for the Services available from Sheetrails, please see our Platform for a breakdown of the Subscription Fees.
2.4Subscription Fees are billed from the day you first subscribe, and you will be rebilled on the same day of each following month or year (as applicable) thereafter. You can cancel at any time before the next billing date and will continue to have access to your subscription until the next billing date, after which you will not be billed again, and your subscription will end.
2.5Subscription Fees are subject to change at any time in our reasonable discretion. You will be given 30 (thirty) days prior notice where there is a change in the subscription fee charged.
3Payment Terms
3.1Invoices will be emailed to you to the email address provided when subscribing for the Application as well as made available through your Profile.
3.2Invoices will be both emailed, in such cases as an email address is provided on your Profile, as well as being made available for download on your Profile.
3.3We are committed to providing secure online payment facilities for the payment of the Subscription Fee to us. All transactions are encrypted using appropriate encryption technology as operated by our authenticated payment service provider Peach Payment Services (“Peach Payment”) and/or other licenced and verified payment systems.
4When using Peach Payment:
4.1the Platform uses and stores your payment information with Peach Payment with registration number 2012/076633/07, as an offsite third-party payment gateway to keep your banking details secure.
4.2When using our payment gateway, you will be bound to any applicable terms and conditions for the use of their independent services.
5You may contact Sheetrails via email at info@sheetrails.com or go to your Profile to obtain a full record of your transactions with Sheetrails.

5Refunds And Returns

5.1Unless otherwise required by applicable laws, Sheetrails does not refund any Subscription Fee which has been paid by a User for their subscription to the Application. This also means that Sheetrails will not return the Subscription Fee already paid for a subscription period where the User terminates their use of the Application before the paid subscription period has lapsed entirely.

5.2Users have the opportunity to understand the Application offered, such as by first using our trial option, as well as choosing and paying for the subscription package which is right for them. This means that should a User use our Application and purchase any ongoing subscription package; it is assumed that Application is fit for the User’s purpose and refunds will therefore not be provided for any related bases.

6User Responsibilities and Warranties6.1By using the Platform and/or the Application, you warrant that:
1.1you have read and agreed to these Terms and will use the Platform and Application in accordance with them;
1.2you are above the age of 18 (eighteen) years old and have the legal capacity to understand, agree with and be bound with these Terms;
1.3you lawfully possess and submit all information to us for the use of the Application have not made and any misrepresentations and the information provided about you and/or your company is true, accurate and complete in every aspect;
1.4where you represent a juristic entity, you have the consent and/or authorisation to act on behalf of that entity and indemnify us against any claims made in this regard;
1.5your login credentials will be for your internal use only and you will not sell, transfer, or sublicense them to any other entity or person, except that you may disclose your login credentials to your agents and subcontractors performing work on your behalf;
1.6you will not post, upload, replicate or transmit any abusive content via the Platform that is or could reasonably be considered to be threatening, harassing, defamatory, abusive, racist, sexist, discriminatory, in breach of confidence, in breach of privacy or restrict any user in any way from properly using the Application;
1.7you will ensure the information and content processed by us and will not violate these Terms and any of our policies or any applicable law;
1.8you will not use the Platform or Application for any commercial purpose other than as expressly provided for by Sheetrails herein;
1.9you will not breach any applicable law or regulation or perform or encourage any illegal activity including (without limitation) promoting or facilitating money laundering or financial crimes through the Platform or use of the Application; and/or
1.10you will not facilitate or assist any third party to do any of the above; failing which, such action will automatically and immediately be deemed to be a material breach of these Terms, allowing Sheetrails to manifest all of its rights in the case of breach, including but not limited to denying you access to the Website/Services, reporting your actions to an applicable authority, demanding specific performance and/or suing you for damages.
2You are responsible for properly configuring and using the Application and otherwise taking all appropriate steps to secure, protect and backup your Profile and data in a way that will provide appropriate security and protection.
3The Application is only available on compatible devices connected to the internet. It is your responsibility to obtain these devices and any connectivity necessary to use the Application.
4Without prejudice to any of our other rights (whether at law or otherwise), we reserve the right to deny you access to the Application where we believe (in our reasonable discretion) that you are in breach of any of these Terms.
5We do not guarantee that the Application, or any portion thereof, will function on any particular hardware or device.

7Messages and Advertising7.1Data Messages between You and Sheetrails
1.1Data messages, including email messages, you send to us will be considered as received only when we acknowledge or responded to these messages.
1.2Data messages we send to you will be regarded as received when the data message enters your sever inbox or and is capable of being retrieved and processed by you.
1.3We reserve the right not to respond to any email or other data message that contains obscene, threatening, defamatory or otherwise illegal, unlawful, or inappropriate content, and to take appropriate action against the sender of such email or data message if necessary.
1.4Messages sent over the internet cannot be guaranteed to be completely secure as they can be intercepted, lost, or corrupted. We are therefore not responsible for the accuracy or safety of any message sent by email or over the internet.
2Hyperlinks, Deep Links, Framing
2.1The Platform may include links to other websites ("other sites"). We do not own or endorse these other sites and are not responsible for the information, material, products, or services contained on or accessible through these other sites. Any hyperlinks do not imply any endorsement, agreement on or support of the content of these other sites.
2.2We do not own the content on any other site which may be shown on the Platform. Should the owner of any content showcased on the Platform want the content to be removed, please contact us to request the removal of such content.
2.3Your access and use of the other sites remain solely at your own risk and on the terms set by the operator of any other site.

8Intellectual Property8.1All Application/Platform layout, content, material, information, data, software, icons, text, graphics, layouts, HTML, CSS, JavaScript, images, sound clips, advertisements, video clips, user interface design and layout, trade names, logos, trademarks, designs, copyright and/or service marks, together with the underlying software code, (“the intellectual property”) are owned (or co-owned or licenced, as the case may be) by us, our shareholders, directors, and/or partners, whether directly or indirectly, and as such, are protected from infringement by domestic and international legislation and treaties.
2All rights to any intellectual property you provide to us will remain with you, but for which you have provided us with a non-exclusive, non-transferable licence to use such intellectual property to provide you with our services including the use of our Platform.
3Subject to the rights afforded to you in these Terms, all other rights to all intellectual property are expressly reserved. You may not copy, download, print, modify, alter, publish, broadcast, distribute, sell, or transfer any intellectual property, HTML, CSS, JavaScript or other material or the underlying software code owned by us whether in whole or in part, without our written consent first being granted, which consent may be refused at our discretion. No modification of our intellectual property is permitted. Should you breach these provisions, we may launch legal proceedings against you for a breach of contract, resulting in a claim of damages against you.
4We reserve the right to make improvements or changes to the intellectual property, and other materials on the Platform and the Application or to suspend or terminate the Platform and/or Application, at any time without notice; provided that any transactions or functions already concluded, will not be affected by such suspension or termination (as the case may be).
5Where any intellectual property has been licensed to us or belongs to any third party all rights of use will also be subject to any terms and conditions which that licensor or third party imposes from time to time, and you agree to comply with such third-party terms and conditions.
6Subject to adherence to the Terms, we grant to you a personal, non-exclusive, non- assignable and non-transferable license to use the Application on any machine which you are the primary User. However, nothing contained on the Platform or in these Terms should be construed as granting any licence or right to use any intellectual property without our prior written permission.

9Service Adaptations and API Terms

9.1We offer Application Program Interfaces ("API") for our Application. Any use of the API, including through a third-party product and/or platform that accesses our Application, is bound by these Terms plus the following specific terms below:

9.1.1You expressly understand and agree that we cannot be held liable for any damages or losses resulting from your use of the API or third-party products and/or platforms that access data via the API;

9.1.2Abuse or excessively frequent requests to the Application via the API may result in the temporary or permanent suspension of your Profile’s access to the API. Sheetrails, in its sole discretion, will determine abuse or excessive usage of the API. If we need to suspend your Profile’s access, we will attempt to warn the Profile owner first.

9.2Some third-party providers have created integrations between our Application and theirs. We will not be held liable or accountable for any of these third-party integrations.

10Indemnities, Disclaimers, And Warranties10.1Disclaimers
1.1We design our Platform and Application with care, based on our own experience and the experiences of third parties. However, there is no such thing as a service that pleases everybody. We make no guarantees that our Application will meet your specific requirements or expectations.
1.2We take reasonable security measures to ensure the safety and integrity of the Platform and the Application and the data we are provided with and to exclude viruses, unlawful monitoring and/or access. We also test all of our features extensively before launching them. As with any software, our Application may have some bugs. We track the bugs reported to us and work through priority ones, especially any related to security or privacy. Not all reported bugs will get fixed and we therefore do not warrant or represent that your access to the Platform and the Application will be uninterrupted or error-free or that any information, data, content, software, or other material will be free of bugs, viruses, worms, trojan horses or other harmful components. Your access to and use of the Platform and Application remains solely at your own risk, and you should take your own precautions accordingly.
1.3The Platform and Application are provided "as is" and "as available". We make no representations or warranties, express or implied, including but not limited to warranties as to the accuracy, correctness, or suitability of the Platform and Application.
1.4All content, information, and/or opinions made available in relation to the Platform and Application are those of the authors and not us. While we make every reasonable effort to present such information accurately and reliably on the Platform or Application, we do not endorse, approve, or certify such information, nor guarantee the accuracy or completeness of such information.
1.5Sheetrails, our shareholders, directors, and employees, accept no liability whatsoever for any loss, whether direct or indirect, consequential, or arising from information made available on (or by means of) the Platform and/or Application offered.
1.6Sheetrails, our shareholders, directors, and employees, accept no liability whatsoever for any costs, expenses, fines, or damages, including but not limited to direct or indirect loss or damages, including any economic loss, consequential loss, loss of profits or any form of punitive damages, resulting from the facilitation and offering of the Application, and access to, or use of the Platform in any manner.
2Indemnities
2.1You indemnify and hold Sheetrails, our shareholders, directors, and employees, harmless from any demand, action or application or other proceedings, including for attorneys’ fees and related costs such as tracing fees, made by any third party, and arising out of or in connection with your use of the Platform and/or Application offered or concluded in any way.
2.2You agree to indemnify, defend, and hold Sheetrails, our shareholders, directors, employees, harmless from any direct or indirect liability, loss, claim and expense (including reasonable legal fees) related to your breach of these Terms.
3This clause will survive termination of these Terms.

11Company Information11.1Site owner: Sheetrails (Pty) Ltd
2Legal status: Private Company
3Registration number: 2023/998405/07
4Director: Daniel Hampton
5Description of main business: Online Microsoft Excel add-on product
6Telephone number: [+27799336834]
7Email address: info@sheetrails.com
8Website address: [www.sheetrails.com]
9Physical address: 57 Forest Drive Service Road, Pinelands Cape Town 7405
10Postal address: 57 Forest Drive Service Road, Pinelands Cape Town, 7405
11Membership of any Association: N/A

12Dispute Resolution12.1Negotiation - Should any dispute, disagreement or claim arise between you and Sheetrails concerning the use of the Platform or the Services, we will endeavour to resolve the dispute amicably, by negotiation, and with the best interests of both parties in mind.
2Mediation - Should we fail to resolve such dispute in the aforesaid manner or within such further period as may be agreed to between us, we will approach an independent industry expert who shall mediate the discussions between us to find a mutually beneficial solution.
3Arbitration - If the dispute is still not resolved after such mediation, we will commence and be party to binding and confidential arbitration in terms of the expedited rules of the Arbitration Foundation of Southern Africa (“AFSA”), with an arbitrator selected by Sheetrails.
4Jurisdiction - Notwithstanding the above, both parties' consent to the jurisdiction of a competent South African court. Either party may also always use the dispute resolution services of any applicable legislative tribunal or ombud, as provided for in applicable legislation.
5No publication - The parties both agree that in no circumstance will either party publicise the dispute on any social media or other public platforms. The parties understand that any publicity of this nature can cause serious damage to the other party, which damage may result in a financial claim against the infringing party.

13TERMINATION OF USE OF WEBSITE OR SERVICES13.1Should you wish to terminate your subscription with Sheetrails, you will be required to login into your Profile on the Platform and choose the unsubscribe option from your Profile on the Platform.
2Suspension means you and any other users on your Profile will not be able to access the Profile or the Application. Termination will furthermore result in the deletion of your Profile and the forfeiture and relinquishment of your access to the Application.
3In the event of cancellation of your subscription and with Sheetrails, Sheetrails will delete your Profile from the Platform and from its system within [365] (three hundred and sixty five) weeks/months from the date of termination.
4IN ADDITION TO ITS OTHER RIGHTS HEREIN, SHEETRAILS RESERVES THE RIGHT TO RESTRICT AND/OR TERMINATE AND CANCEL YOUR PROFILE AND USE OF THE PLATFORM AND APPLICATION IF YOU BREACH ANY OF THE TERMS, OR FOR ANY OTHER REASON IN ITS SOLE DISCRETION PROVIDED THAT SHEETRAILS GIVES REASONABLE NOTICE TO YOU.
5Depending on the severity of the breach, Sheetrails, may in its sole discretion, reinstate a User's Profile following restriction thereof.

14NOTICES AND SERVICE ADDRESS14.1Each of the parties chooses their service address for the purposes of the giving of any notice, the serving of any process and for any other purposes arising from these Terms as being:
1.1in the case of Sheetrails, at info@sheetrails.com; or
1.2in the case of the user, at the e-mail and addresses provided by the User to Sheetrails in the registration process and/or in their Profile.
2Each of the parties will be entitled from time to time, by written notice to the other to vary its service address to any other address which is not a post office box or poste restante, provided that the change will become effective only 14 (fourteen) days after service of the notice in question.
3Notwithstanding the above, any notice given in writing in English, and actually received by the party to whom the notice is addressed, will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with this clause.

15Legal Terms15.1Relationship Between the Parties - The relationship of the parties shall be governed by these Terms and nothing contained herein shall be deemed to constitute a partnership, joint venture, employer/employee agreement, agency agreement, or the like between them. No party shall by the reasons of the actions of the other party incur any personal liability as co- partner to any third party.
2Force Majeure - If either party is prevented, whether in whole or in part, or delayed from performing any of its duties, functions or obligations under these Terms, whether timeously or at all, due to an event out of their control (which for the purposes hereof shall mean war, political riots, civil commotions, electrical load-shedding or surges, legal prohibitions or restrictions, epidemics, pandemics, governmental lockdowns, fire, floods or other similar natural disasters), then such failure shall not constitute a breach under these Terms, and the obligation to perform shall be suspended to the extent and during the continuance of such prevention provided that the parties shall use their reasonable commercial endeavours to minimise any delay occasioned.
3Change Without Notice - The Platform, Application and these Terms are subject to change without notice. These Terms are updated or amended from time to time and will be effective once we upload the amended Terms to the Platform and Application. Your continued access or use of the Platform and Application constitutes your acceptance to be bound by these Terms, as amended. It is your responsibility to read these Terms periodically to ensure you are aware of any changes.
4Entire Agreement - This document contains the entire agreement between the parties in relation to the subject matter hereof. Save as contemplated in clause 15.3, no alteration, cancellation, variation of, or addition hereto will be of any force or effect unless reduced to writing and signed by all the parties to these Terms or their duly authorised representatives.
5No Indulgence - No indulgence, leniency or extension of time granted by Sheetrails shall constitute a waiver of any of our rights under these Terms and, accordingly, we shall not be precluded as a consequence of having granted such indulgence, from exercising any rights against you which may have arisen in the past or which might arise in the future.
6Importation of Words - Words importing the singular will include the plural and vice versa. Words importing one gender will include the other genders, and words importing persons will include partnerships, trusts, and bodies corporate, and vice versa.
7Headings as Reference - The headings to the paragraphs in these Terms are inserted for reference purposes only and will not affect the interpretation of any of the provisions to which they relate.
8Governing Law - Your access and/or use of the Platform and/or the Application and the operation of these Terms (including any transaction concluded pursuant thereto) shall be governed by and construed in accordance with the laws of the Republic of South Africa.
9Failure to Pay - In the event of you failing to pay any amount timeously or breaching these Terms, you will be liable for all legal costs (on the scale as between attorney and client) (including collection commission) which may be incurred by us in relation to the payment failure or breach.
10Severability - Each sentence, paragraph, term, clause and provision of these Terms and any portion thereof shall be considered severable and if for any reason, any such sentence, paragraph, term, clause or provision is held to be invalid, contrary to, or in conflict with any applicable present or future law or regulation or in terms of a final, binding judgment issued by any court, it shall to that extent be deemed not to form part hereof and shall not impair the operation of, or have any effect upon such other sentence, paragraph, term, clause or provision hereof as may otherwise remain valid or intelligible, which shall continue to be given full force and effect and bind the parties hereto.
11Prohibited Provision - No term or condition of these Terms is intended to breach any peremptory provisions of any consumer protection legislation and any regulations thereto ("Prohibited Provision"). Any breach of any such Prohibited Provision shall be governed by the provisions of clause 15.10.