Terms of service

These terms govern access to the Spreadsheet Upgrade website and services supplied by Prototime Ltd, company number 15941295. Our registered office is Unit 38 John Baker Close, Llantarnam Industrial Park, Cwmbran, Wales, NP44 3AX, United Kingdom.

Spreadsheet Upgrade is a trading name of Prototime Ltd.

Business customers

Our services are intended for businesses, charities and other organisations, not consumers acting wholly or mainly outside their trade or profession. If you place an order for an organisation, you confirm that you have authority to bind it.

Orders and service scope

We provide spreadsheet assessments, Fully Managed Apps plans (Essentials, Business and Scale), one-time app ownership projects and related services. A contract is formed when we accept an order, confirm a booking or both parties accept a written proposal. The accepted assessment scope, proposal, order summary and any service-specific terms form part of the contract. If there is a conflict, the most recently accepted written proposal takes priority over these general terms.

Assessments and credits

The assessment reviews the supplied workbook and business process and produces recommendations, a proposed scope and a delivery approach. It is not an application build. Assessment timings depend on receiving the information and access we reasonably request.

The £295 assessment price is taken off your bill before VAT when you go ahead. If the full amount cannot be used at once, the rest stays on your account for a later invoice. It is not refundable for cash.

Fully Managed Apps

Essentials is designed for one person using one focused workflow, with small improvements handled one at a time. Business is designed for up to five people sharing one operational workflow with the same access level and an ongoing improvement queue. Scale is designed for larger teams that need multiple workflows, different roles or access permissions, integrations or greater delivery capacity. The exact users, scope and service limits are stated in the approved order.

Business plan requests are queued and worked on one at a time in priority order. Scale may include integration work and larger changes delivered in stages, but does not include third-party fees.

Every plan includes the first application described in the approved assessment scope, secure online hosting suited to the app, regular checks, backups, maintenance, security fixes and support. Material additions outside that scope are quoted or agreed separately. If usage, storage or processing needs increase, we will explain and agree any extra charge before increasing capacity. Unless the order says otherwise, the subscription is billed monthly and continues until cancelled in accordance with the contract, subject to its 12-month initial term unless the accepted order states otherwise.

Branding and domains

A branded web address such as yourbusiness.spreadsheetupgrade.com is included with hosted app plans. If you want to use your own web address, you are responsible for registering it, keeping it renewed and setting it up. We will provide the details needed. You must have the right to use all names, logos and brand materials you provide.

Accounts

You must provide accurate information, keep credentials secure, and ensure authorised use of your organisation’s account. Tell us promptly if credentials may have been compromised. We may suspend access where reasonably necessary to address misuse, non-payment or a security risk.

Your responsibilities

• Provide accurate requirements, decisions, access and test feedback without undue delay.
• Keep an independent copy of source files supplied to us.
• Ensure uploaded content and instructed processing are lawful.
• Review and approve calculations, outputs and workflows before operational use.
• Use the service only for lawful business purposes.

Content and intellectual property

You retain ownership of materials you upload. You grant us a limited licence to process those materials to deliver, secure and support the services. Each party retains ownership of intellectual property it owned or developed independently before the project.

Essentials, Business and Scale provide a non-exclusive right for your authorised users to use the hosted application during the contract. The files needed to run and change the app, including its source code, are not transferred under that plan. Own the Finished App includes only the app files and handover materials identified in the accepted proposal, once all related fees are paid. Third-party and open-source components remain subject to their own licences.

Fees

List prices and written offers exclude VAT unless explicitly stated otherwise. Stripe calculates and displays any tax due and the final payment total at checkout. Hosted app plans have a 12-month initial term and are billed monthly unless otherwise agreed. Invoices and checkout payments are due when stated. We may pause work or suspend service for overdue undisputed amounts after reasonable notice.

Cancellations and refunds

Cancellation rights, notice periods and any project milestones are stated in the accepted order or proposal. Payments for work already completed, committed third-party costs and service periods already supplied are not refundable unless the contract or applicable law requires otherwise.

Availability, maintenance and changes

We use reasonable skill and care in supplying the services. Unless a written service level is agreed, we do not guarantee uninterrupted or error-free availability. We may perform maintenance, apply security updates and make changes needed to keep the service safe and reliable. We will give reasonable notice of material changes where practicable.

Confidentiality and data protection

Each party must protect the other’s confidential information and use it only for the contract. We process personal data as described in our privacy notice. Where we process personal data on your behalf as a processor, the applicable data-processing terms will form part of the project agreement.

Third-party services

The service may depend on third-party hosting, payment, email, domain or integration providers. Their own terms and availability may apply. We are not responsible for a third-party service outside our reasonable control, but we will take reasonable steps to manage providers we appoint.

Third-party subscriptions, paid integrations, usage charges, upgraded infrastructure, licences and similar external costs require your approval and are invoiced separately from the plan.

Limitation of liability

Nothing in these terms limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability that cannot lawfully be limited. Subject to that, neither party is liable for indirect or consequential loss. We are not liable for lost profit, revenue, anticipated savings or business opportunity.

Subject to the previous paragraph, our total aggregate liability arising from a service is limited to the fees paid or payable for that service in the 12 months before the event giving rise to the claim. You remain responsible for business decisions and for checking application outputs before relying on them.

Termination and data

Either party may terminate for a material breach that is not remedied within a reasonable period after written notice, or immediately for insolvency where the law permits. On termination, access to a hosted app ends and outstanding fees become due. We will follow the agreed export and wind-down arrangements. We may delete retained data after the applicable retention period.

Events outside reasonable control

Neither party is responsible for delay caused by events outside its reasonable control. The affected party must notify the other and take reasonable steps to reduce the effect.

Changes to these terms

We may update these terms for legal, security or service changes. The date above shows the latest version. Material changes affecting an active service will be notified reasonably in advance.

Governing law

These terms and any non-contractual dispute are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Contact

Questions about these terms: support@spreadsheetupgrade.com