EXCEL RESCUE (“EXCEL RESCUE LIMITED”, “WE” OR “US”) TERMS OF SERVICE

DEFINITIONS

• “Services” means the Excel Rescue services we provide (including estimating, scoping, building, modifying, troubleshooting, and delivering Excel and related solutions), whether through the Site, email, or other channels.
• “Platform” means any portal, workflow, tools, or interfaces used to submit Projects, communicate, pay, or receive deliverables.
• “Properties” means any domains, subdomains, sites, pages, or online services operated by or on behalf of Excel Rescue Limited, including excelrescue.net and excelrescue.com, and any successor or replacement domains.
• “Site” means the Properties and Platform together.
• “User” means any person or entity that uses the Site or Services (including customers who submit Projects).
• “Developer” means any employee or subcontractor engaged by Excel Rescue Limited to perform Services.
• “Project” means an Excel or related task submitted to us for completion.

These terms and conditions (the “Terms”) govern your access to and use of the Site and Services and form a legal agreement between you and Excel Rescue Limited. If you do not agree, do not use the Site or Services.

If you use the Site or Services on behalf of a company, you represent you are authorized to bind that company and to grant us permission to access and modify the relevant files and systems for your Projects.

We may update these Terms by posting changes on the Site. If you continue using the Site or Services after changes are posted, you are deemed to accept the updated Terms.

Note: These Terms contain a dispute resolution and arbitration provision, including a class action waiver, that affects your rights. You may opt out as described below.

1. HOW OUR SERVICES WORK

Excel Rescue Limited provides a managed service for Microsoft Excel and related solutions. You submit a Project and we scope it, quote it, and deliver the work using our internal team and/or subcontracted Developers.

You must provide accurate requirements, files, and (if needed) access credentials, and you must have the authority to provide them. We may reject Projects that are out of scope or not reasonably clear.

1A. SUBCONTRACTORS

Your contract is with Excel Rescue Limited. We may use employees and subcontractors to perform Services. You agree we may share your Project information, files, and access details with them on a need-to-know basis to deliver the Services. Unless we expressly agree otherwise in writing, you do not have a separate contract with any Developer.

1B. REQUIREMENTS, ASSUMPTIONS, AND CHANGES

Quotes and timelines are based on the information you provide and stated assumptions. If requirements change, new information is discovered, or the scope expands, we may revise the quote, delivery timeline, and/or scope (including adding additional “Tweaks”). Where appropriate, we may make reasonable implementation assumptions to complete the Project and communicate them during delivery.

2. SITE SECURITY

If your Project requires access credentials, we will only share them with authorized personnel and subcontractors as needed to complete your Project. You are responsible for the security of your own devices, accounts, and environments and for promptly notifying us of suspected unauthorized use or security incidents.

We are not liable for loss or damage arising from your failure to maintain adequate security in your environment.

3. BACKUPS

You must maintain backups of your files throughout development. While we make reasonable efforts to maintain working copies, deleting or relying on backups is at your own risk.

We are not liable for any loss of data where you fail to maintain appropriate backups.

4. TIMING, REVIEW, AND ACCEPTANCE

We do not guarantee completion times. Any delivery estimates are non-binding. Certain Projects may qualify as “Tiny Tasks” at our discretion.

You are responsible for reviewing, testing, and validating deliverables before relying on them. Deliverables are deemed accepted when you (a) confirm acceptance; (b) mark the Project complete; (c) use the deliverable for a business purpose; or (d) do not notify us of a material issue within the review windows in the Refunds section.

5. ELIGIBILITY

You must be at least 18 years old to use the Site or Services. You agree the information you submit is accurate and that your use does not violate applicable law. We may terminate access if you are ineligible or provide inaccurate information.

6. SITE MATERIALS; USE RESTRICTIONS

Content and materials on the Site (excluding Submissions) are owned by Excel Rescue Limited or its contributors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable right to access and use the Site and Site Materials solely for their intended purpose in connection with the Services.

Except as expressly permitted by these Terms, you may not copy, reproduce, modify, distribute, create derivative works from, reverse engineer, or otherwise exploit any Site Materials.

7. ACCOUNTS; PASSWORD RESTRICTED AREAS

You may browse the Site without registering. To access certain areas or Services (such as retrieving a quote or placing an order), you must create an account. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.

8. PURCHASES; SCOPE CHANGES

After you submit a Project, we may provide a quote. If you accept, we will charge you and proceed. Quotes are based on the scope and/or number of Tweaks. If scope changes, we may adjust the quote and you may choose to (i) proceed with the updated scope and price; (ii) proceed only with the originally quoted scope; or (iii) cancel and receive a refund, in which case we may roll back work completed to restore the spreadsheet to its prior state.

If payment fails or remains outstanding, we may charge your designated payment method and/or suspend or stop work until payment is received.

9. REFUNDS AND CANCELLATIONS

We offer a satisfaction guarantee as described here. If you are not satisfied with the Project Outcome, you must notify us via our contact page within the timeframes below.

After a Project is marked “Built,” you have forty-eight (48) hours to review and either mark it “Complete” or notify us you are not satisfied. If you take no action within 48 hours, the Project will be marked “Complete.” You then have seven (7) days from “Complete” to notify us you are not satisfied. If you do not notify us within these timeframes, no refund will be provided.

If you notify us in time, we will, at our discretion, either reopen the Project and attempt to rectify the issue (which may include additional Tweaks) or issue a full refund. If a refund is issued, we may discontinue current or future Projects for the User.

10. ELECTRONIC COMMUNICATIONS

By using the Site or Services, you consent to receiving electronic communications from us (including notices about fees, transactions, Project updates, and other information related to the Site or Services). You agree electronic communications satisfy any legal requirements that such communications be in writing.

11. THIRD-PARTY SITES AND SERVICES

The Site may link to third-party sites. Third-party sites and services are governed by their own terms and privacy policies, and we are not responsible for them. The Services and deliverables may also rely on third-party products and services (including Microsoft products). We do not control and are not responsible for their availability, changes, or performance.

12. SUBMISSIONS; CUSTOMER CONTENT

You are responsible for all content, data, and materials you provide or make available in connection with a Project (“Submissions”), including ensuring you have the necessary rights to provide them. You are solely responsible for any infringement or harm arising from your Submissions.

12A. AUTHORITY; INDEMNITY

You represent and warrant you have all necessary rights and permissions to provide files, data, content, credentials, and instructions (including any third-party data) for us to perform the Services. You agree to indemnify and hold harmless Excel Rescue Limited and its officers, directors, employees, affiliates, agents, licensors, subcontractors, and business partners from claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to your breach of this section.

12B. GENERAL INDEMNITY

You agree to indemnify, defend, and hold harmless Excel Rescue Limited and its officers, directors, employees, affiliates, agents, licensors, subcontractors, and business partners from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use or misuse of the Site or Services; (b) your violation of these Terms or applicable law; or (c) any claim by a third party arising from your Projects, Submissions, instructions, data, or use of any deliverables.

13. PROJECT CONFIDENTIALITY

Customer supplied files and information are treated as confidential by default unless you direct otherwise or the information is already public. Mutual non-disclosure terms are described in the Mutual Non Disclosure Agreement, which you agree to by working with us.

14. UNAUTHORIZED ACTIVITIES

When using the Site or Services, you agree not to:

• violate the legal rights of others (including privacy and publicity rights);
• post unlawful, abusive, obscene, or harmful content;
• exploit minors or depict cruelty to animals;
• post copyrighted or trademarked materials without permission;
• send spam or unsolicited advertising;
• use automated means to access the Site or impose unreasonable load on our systems;
• disrupt, harm, or interfere with the Site or Services, or violate these Terms.

We may suspend or terminate access at any time for violations or misuse. We may report suspected illegal activity to law enforcement and cooperate with investigations as required or as we deem appropriate.

15. INTELLECTUAL PROPERTY

Excel Rescue Limited and its licensors own the Site and Site Materials. “Excel Rescue” is a trademark of Excel Rescue Limited in Canada. Other trademarks are the property of their respective owners.

15A. DELIVERABLES; REUSABLE MATERIALS

You retain rights in your pre-existing materials and files (“Customer Materials”). We retain rights in our pre-existing tools, templates, libraries, methods, processes, know-how, and reusable components (“Excel Rescue Materials”). If Excel Rescue Materials are incorporated into deliverables, we grant you a non-exclusive, perpetual license to use the deliverables for your internal business purposes and for the purposes contemplated by the Project. Unless we agree otherwise in writing, we do not transfer ownership of Excel Rescue Materials.

16. NO AGENCY

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Excel Rescue Limited (or between Users and Developers).

17. DISCLAIMER; NO PURPOSE SUITABILITY; CUSTOMER VALIDATION

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, SERVICES, SITE MATERIALS, SUBMISSIONS, AND PROJECT DELIVERABLES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WHERE IS,” WITHOUT WARRANTY OF ANY KIND, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT ANY SOLUTION WILL BE SUITABLE FOR YOUR PARTICULAR PURPOSES, COMPLIANCE REQUIREMENTS, WORKFLOWS, OR DOWNSTREAM USE CASES.

YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, TESTING, AND VALIDATING DELIVERABLES BEFORE USING OR RELYING ON THEM, AND FOR ALL BUSINESS DECISIONS AND OUTCOMES BASED ON THEIR USE.

Your exclusive remedy for dissatisfaction with a Project is re-performance (e.g., additional Tweaks) or a refund, at our option, subject to the Refunds section above.

17A. NO PROFESSIONAL ADVICE

We provide spreadsheet and workflow implementation assistance only. We do not provide legal, accounting, tax, financial, compliance, or other regulated professional advice.

18. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF DATA, PROFITS, REVENUE, BUSINESS INTERRUPTION, GOODWILL, OR COST OF REPLACEMENT SERVICES), EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE SITE, SERVICES, OR ANY PROJECT WILL NOT EXCEED THE TOTAL FEES YOU PAID TO US IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (IN CAD), OR, IF NONE, CAD $100.

Some jurisdictions may not allow certain exclusions or limitations. In that case, liability will be limited to the greatest extent permitted by law.

19. FEEDBACK

Feedback you provide is non-confidential and non-proprietary, and you grant us the right to use it without attribution or compensation for any purpose, including improving the Site or Services.

20. TERMINATION

We may suspend or terminate access to the Site or Services at any time for violations of these Terms or misuse. We may also discontinue the Site or Services at any time. We are not liable for termination or discontinuation to the extent permitted by law.

21. FORCE MAJEURE

We are not liable for delays or failures caused by events beyond our reasonable control (including outages, third-party failures, natural disasters, and governmental actions).

22. DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER

Please read this carefully. It affects your rights.

Most concerns can be resolved by contacting us via our contact page. If not resolved, disputes may be subject to binding arbitration and a class action waiver as described below. You may opt out within 30 days as described below.

PRE-ARBITRATION NOTICE

Before starting arbitration, you must mail written notice to: Excel Rescue Limited, 700-1350 Burrard St, Vancouver, Canada V6Z0C2, including your name, address, a description of the Dispute, and the relief you seek. If not resolved within 45 days, either party may commence arbitration.

OPT OUT / SMALL CLAIMS

You or Excel Rescue Limited may pursue a Dispute in small claims court if eligible, or you may opt out of arbitration within 30 days of first consenting to these Terms by mailing notice to the address above stating you do not wish to arbitrate. Opting out has no adverse effect on your relationship with us.

ARBITRATION PROCEDURES

Arbitration will be conducted before a single arbitrator. ADRIC (https://adric.ca/) may administer the arbitration. The arbitration will be individual only (no class arbitration). The seat of arbitration will be Vancouver, British Columbia, Canada. The arbitration will be governed by the British Columbia Arbitration Act and applicable Canadian law. Any award will be final and binding, subject only to rights of review permitted by applicable arbitration legislation.

CLASS ACTION WAIVER

The arbitrator may not consolidate claims or preside over any class or representative proceeding unless both you and Excel Rescue Limited agree after arbitration begins. If you opt out of arbitration, this class action waiver does not apply.

23. TIME LIMIT TO BRING CLAIM

Where permitted by law, any claim arising out of or relating to the Site, Services, or a Project must be commenced within one (1) year after the cause of action accrues, or it is permanently barred.

24. GENERAL

These Terms are governed by the laws of British Columbia and the laws of Canada applicable therein. Except for disputes subject to arbitration, you agree to the exclusive jurisdiction of the courts located in Vancouver, British Columbia, Canada. If any provision is unenforceable, the remaining provisions remain in effect. These Terms are the entire agreement between you and Excel Rescue Limited regarding the Site and Services, and survive termination to the extent they are intended to survive.

25. CONTACT US

Questions? Contact us at https://excelrescue.net/contact.