Terms and Conditions
This is our terms and conditions page. Please read what we’ve written as it sets out what you can expect from us when you use the Site and vice versa.
These terms and conditions do change from time to time and we suggest that you visit this page each time you look at the site to review any changes. This version of the terms and conditions was produced in May 2018.
By entering the Site you are accepting these Terms and Conditions
These Terms and Conditions are meant to form the basis of the agreement between us and both you and we agree to be bound by what they say.
They comprise the following sections:
If you choose to take any of the services we offer, no binding agreement for the provision of those services will come into effect until we have confirmed to you, by email, that we have accepted you as an Organisation. If we do not accept you as an Organisation and have taken any payment from you, we will immediately refund that payment, using the payment system used to make it.
You warrant that, if you use our services, you are not a consumer.
For the purposes of the Agreement:
- We, Us, Our is Pay Here Limited, Company Reg No 08441319, a company registered in England and Wales whose registered office is at Yew Tree House, Lewes Road, Forest Row RH18 5AA.
- You, Your is a visitor to the Site.
- Organisation is the entity entering in to this Agreement.
- User is a user or member of the Organisation whose Personal Data is being processed by us.
2. YOUR PROMISES TO US
You agree that:
- You have the right to enter into these Terms and Conditions with us and that you are over the age of 18 years.
- You will have only one Account with us for each Organisation you represent.
- Your username will not be offensive, suggest that you are someone else or that you represent a trade or brand name with which you are not associated and that we have the right to insist that you change username if we think it breaks this term.
- You won’t use robots, spiders, scrapers or similar things on the Site.
- You won’t try to get around any things we put on the Site to stop or limit access to parts of it.
- You won’t do anything that might cause our systems to crash.
- You won’t steal the Site or any part of it for use in any other site or application.
- You won’t try to modify, translate, adapt, edit, decompile, disassemble or reverse engineer any programs we use in connection with the Site or the services it offers.
- You won’t copy, imitate or use the software, trademarks and/or designs and/or layout or anything else on or available through the Site which would usually amount to intellectual property and which we own.
3. INTELLECTUAL PROPERTY
- Either we or our business partners or affiliates own all of the information and intellectual property we publish on the Site.
- Unless we give you the right, you don’t have the right to copy or use any of the information or intellectual property we publish on the Site except where it is necessary to use the Site.
- If you post any text or image on the Site you warrant that you have the undisputed right to use the same and grant us without further fee a licence to use the same in whatever form we decide for the promotion of the Site or any other site we may own or control.
4. ACCOUNTS AND PAYMENT
- If you wish to use the services we offer through the Site you must create an Account. When you create an Account you promise that:
- All information you submit is accurate and truthful.
- You will keep this information accurate and up-to-date.
- You will not share your Account with anyone else.
- You will keep your Account details confidential.
- You will not give your username or password to anyone else.
- You will log off when you exit your Account – if you leave it open then other people may be able to use it.
- We have the right (but not the obligation) to cancel your Account at any time if we think that you have broken any of these Terms and Conditions or your Account hasn’t been used for a period of 18 months or more.
- You agree to indemnify and hold us harmless without limit against all costs, losses, claims, demands, proceedings, damages, penalties, liabilities and expenses of any kind, and whether in tort or contract, threatened, claimed or awarded against or otherwise incurred by us and those who represent us (or any of them) arising out of or in connection with these Terms and Conditions or the performance or non-performance of services you contract to provide or your negligent acts or omissions and whether occasioned by your negligence or otherwise unless caused by our wilful misconduct or negligence.
When using any forums or review facilities we may put up on the Site you agree to abide by the following rules:
- You must not use obscene or vulgar language.
- Nothing you submit can be unlawful or otherwise objectionable and you must not use the Site to publish material which may be abusive, threatening, harassing, defamatory, racist, ageist or sexist.
- Nothing you submit may be designed to promote violence.
- All of your posts must be in English.
- You must not post links to other sites which may break these rules.
- You can’t use any forum to advertise.
- You must not impersonate anyone else.
- You may not post anything which contains any viruses, trojans, crawlers or anything else which might damage, interrogate or otherwise access our software, hardware or communications networks.
- We have the absolute right to moderate all posts on the Site and to remove any post that we do not want.
- When you submit a post you are warranting that you are the author of that post and that you own or have the right to use all the intellectual property rights associated with it and you agree that we may use your post for any reason, in whole or in part and in any manner we choose without paying you, telling you or acknowledging you as the owner.
- When viewing posts you accept that we are not the author and that any views expressed do not necessarily represent our views.
- If you see a post which you find objectionable tell us as soon as you can and we will consider whether or not it should be removed.
6. PRIVACY AND COOKIES
- The service we offer is solely that of an administration and payment portal;
- We are responsible for monies paid only when they are in our hands and if you authorise payment out of our hands of any nature you are acknowledging that as soon as we have carried out your request our responsibility has ended.
- We make no warranty that any payment we process has been paid legitimately or otherwise.
- We can’t promise that the Site will meet your needs; that it will work properly; that it will be fit for a particular purpose or that it will not infringe the rights of others.
- We can’t promise that the Site will work with all systems; that it will be secure and that all information provided will be accurate.
- We don’t give advice on the Site and you must not rely on what we say when you make any decisions. If you need to make a decision on any issue on which we provide comments, you agree to seek full professional advice first.
- We take all reasonable effort to test material and functionality before placing it on the Site. In the very unlikely event of any loss, disruption or damage to your data or computer system which may occur whilst using material derived from the Site, we cannot be held responsible for any loss.
- If you link to any other site using the Site then you understand that separate conditions will apply to those sites and that we have no control over those conditions ‒ so you agree that you will read and understand them before using those sites.
8. AVAILABILITY OF THE SITE
- We do not guarantee that the Site will be available all the time and if it is not available for any reason you can’t hold us responsible for anything you lose as a result.
- We have the right to change the Site and the services it offers, suspend it or stop it at any time.
9. LIMITATION OF LIABILITY
As far as we are allowed by law we deny liability for any losses of all kinds which you incur from visiting the Site. You use the Site at your own risk but nothing in these Terms and Conditions excludes or restricts our liability for death or personal injury resulting from any negligence or fraud on our part.
10. LINKS TO OTHER WEBSITES
- We don’t control any of the websites we link to and so we can’t be responsible for the content of such websites and we disclaim liability for any losses which come out of you using them.
- Because we link to another site does not mean that we endorse or recommend that site.
- We can never guarantee that a link will work.
- If you find any link we offer to be offensive, please let us know and we will consider removing it.
11. MODIFICATIONS TO THESE TERMS AND CONDITIONS AND THE SITE
- We’ve already said this but we need to make it clear that these Terms and Conditions will change from time to time and we don’t have the resources to let all our visitors know about the changes. As a result, you MUST come back to this page to make sure that we haven’t changed these Terms and Conditions. Whenever you access the Site, you are confirming to us that you are aware of any changes.
- We also have the right to change the Site as and when we want to but these Terms and Conditions will still apply to any changes we make.
12. GENERAL MATTERS
- These Terms and Conditions are made under the laws of England and Wales and that is the only jurisdiction which can govern them.
- We and you agree that these Terms and Conditions do not form the basis of any partnership or co-venture.
- These Terms and Conditions supersede any previous terms and conditions between us in relation to the matters dealt with in them and represent the entire understanding between us.
- Time will not be of the essence in any part of the agreement between us.
- All parties acknowledge and agree that they have not entered into any agreement with us in reliance on anything said or promised by the other which is not in these Terms and Conditions.
- If a Court or other body says that any part of these Terms and Conditions is unenforceable, the rest of them will stand.
- If either you or we need to give formal notice to the other it must be done by email to the address that each of us gives to the other from time to time.
- These Terms and Conditions contain the entire understanding between us.
SERVICE TERMS ‒ ORGANISATION
1. THE SERVICE
- Provision of the Service will commence on the date we accept your request for it.
- We may, at our sole discretion, alter, improve or otherwise modify the Service provided that any such change will not alter the Service received by you to your material disadvantage. If you make any changes you will receive full details of any action required on your part. No alterations to the Service will affect the Fee you pay.
- We will use reasonable endeavours to ensure that the Service is provided to you on a constant, uninterrupted basis throughout the duration of your agreement with us.
- We will have no liability for downtime or interruptions to the Service where such downtime or interruptions are the responsibility of a third party, including any service provider we use.
- Where the Service is unavailable for more than one day, we will contact you and provide as much information about the problem and its solution as we are reasonably able to give.
2. FEES AND PAYMENT
- Fees for the Service can be found here:
- We may, at any time, change the price of the Service. We will give you 60 days’ notice of any changes in our Fees.
- All Fees payable must be paid in full, without set off or deduction. We reserve the right to suspend the Service or terminate the Agreement if Fees are not paid.
- The Service is provided at no cost to Users.
3. YOUR OBLIGATIONS AND UNDERTAKINGS
- You may not use the Service for any unlawful or otherwise inappropriate purposes. This includes, but is not limited to:
- distribution of computer viruses, malware, spyware or any other form of code designed to cause harm or nuisance to hardware or software or to obtain data without consent;
- distribution of pirated material including, but not limited to, software, videos, music and written works; and
- distribution of obscene or illegal material including that which is pornographic, abusive, threatening, malicious, harassing, fraudulent, defamatory or that which encourages criminal activities.
- You undertake to:
- monitor and supervise any and all activity by Users using the Service (including, but not limited to, the submission of material by Users and the use of communication systems such as forums);
- to prevent any User from taking any action by use of the Service, which would break these Terms and Conditions and/or would be a breach of the law, a breach of GDPR, give rise to a civil action against us or would otherwise cause a loss to us;
- remove any activity that falls within the provisions of Clause 3.1 without delay.
- You must use reasonable endeavours to ensure that we are furnished with any information reasonably required to provide the Service in a timely manner.
- You will request and receive online payments via the Service (either using GoCardless or PayPal). If we deem that you are not actively using our Service to collect the majority of your fees due to you with online payments via our software, your account may be suspended and ultimately deleted, after we have given you due notice.
4. PAYMENT REFUNDS
- For PayPal, we are able to process refunds to Users only within the period commencing 60 days from the date of payment and such refunds will include a refund of any transaction fee paid. All transaction fees associated with the original payment will be refunded.
- For GoCardless payments, we are able to process refunds without date restriction. Transaction fees associated with the original payment are not refundable.
- If we are unable to process a refund for any reason (either during or after the period of 60 days mentioned in sub-Clause 4.1.1) then you must make that refund through your own resources and we will not refund the transaction fee.
- You agree to be bound by PayPal’s acceptable use policy, details of which are located here: https://www.paypal.com/uk/webapps/mpp/ua/acceptableuse-full?locale.x=en_GB
- From time to time, your Users may raise a payment dispute. This typically happens when a User doesn’t recognise the name on their bank / credit card statement, forget they have pre-authorised payments to your organisation or dispute the amount charged. These payment disputes are also known as chargebacks. When a User pays by PayPal and raises a chargeback, funds can be returned to them. In this scenario, as we have already forwarded funds to your Organisation, your Organisation is liable for paying the disputed amount back to us. To ensure collection of these funds, your Organisation must pre-authorise payments to us. Failure to make these payments will lead to your Organisations account being suspended.
6. DATA PROTECTION
- Data Protection within these Terms and Conditions is governed by GDPR and all definitions contained within GDPR will apply to these Terms and Conditions, except where they are inconsistent with the provisions of these Terms and Conditions.
- In entering into the Agreement you become the Controller of the data supplied to us for the purposes of providing the Service.
- We are the Processor of the Personal Data passed to us by your Users when using the Service.
- You have the following obligations:
- You must process Personal Data in accordance with the provisions of GDPR.
- You will process only the following Personal Data and in the following manner:
- A person’s data will only be Processed for as long as necessary.
- The data will be processed automatically by Pay Here Limited and sub-Processors that are deemed necessary to deliver the service described.
- Data will be Processed for the purpose of administration and payment collection.
- The data Processed will be Personal Data, non-Personal Data and, where necessary, Special Categories of Personal Data.
- The data Processed will belong to the people that are, or have been, actively involved in your Organisation in line with the Duration above.
- You agree, at all times, to ask us to process Personal Data only in accordance with GDPR and you warrant that you will, at all times, be able to demonstrate your compliance with the provisions of GDPR.
- You agree that you are responsible for ensuring that the Data Subjects’ Rights under GDPR are upheld and that suitable processes are in place to support these.
- We have the following obligations:
- only to act on your written instructions (unless required by law to act without such instructions);
- to ensure that anyone Processing the data is subject to a duty of confidence;
- to take appropriate measures to ensure the security of the Processing;
- to engage only sub-processors as are necessary to help us deliver the Service and you agree that by entering into this Agreement, you are agreeing to us appointing such sub-Processors as we reasonably require. We will provide details of these sub-Processors upon request from you;
- to assist you in allowing data subjects to exercise their rights under GDPR;
- to assist you in meeting your obligations under GDPR in relation to the security of Processing, the notification of Personal Data breaches and data protection impact assessments;
- to delete or return all Personal Data to you as requested at the end of the Agreement;
- to keep records of the Processing activities we undertake on your behalf;
- to submit to audits and inspections, and to provide you with whatever information you need to ensure that you comply with your obligations under GDPR; and
- to tell you immediately if we are asked to do something in relation to the Service which may infringe GDPR or other data protection law of the EU or a member state.
- You understand and agree that we may:
- collect Personal Data necessary to perform the Service;
- Process Personal Data automatically; and
- use sub-Processors both inside and outside of the European Economic Area.
- We agree:
- only to Process Personal Data for the purpose of providing the Service;
- to ensure that agreements and adequate safeguards are in place to protect Personal Data we hold in relation to the Service;
- to Process Personal Data lawfully and in accordance with GDPR;
- delete Personal Data for the Duration;
- not to edit, manipulate or alter Personal Data; and
- not to share Personal Data with any third party save as permitted by these Terms and Conditions.
7. LIMITATION OF OUR LIABILITY
- Subject to the remainder of this Clause 7, and to the fullest extent permitted by law, we will not be liable to you or to any third party, whether in contract or tort (including negligence) for any loss or damage, direct or indirect, whether foreseeable or otherwise (including any indirect, consequential, special or exemplary damages) arising from:
- interruptions or downtime to the Service;
- any damage, loss or corruption of data unless we have caused such damage, loss or corruption;
- any incompatibility of our systems with any of your own equipment (or that of any third party);
- any inability, on your part, to use the Service (including, but not limited to, failure to follow reasonable instructions provided by us);
- the loss of confidentiality caused by the storage of information on the internet.
- Nothing in these Terms and Conditions will exclude or restrict liability for:
- death or personal injury resulting from our negligence or that of our employees or agents;
- fraud or fraudulent misrepresentation
- any loss resulting from our failure to use reasonable skill and care, from our gross negligence, or from our wilful misconduct.
8. WARRANTY DISCLAIMER
Subject to the provisions of these Terms and Conditions, we give no further warranty, express or implied, in connection with the Service as to fitness for purpose, quality, non-infringement or merchantability.
9. YOUR INDEMNITY
You will fully indemnify us against all costs, expenses, liabilities, losses, damages and judgments that we may incur or be subject to as a result of any of the following:
- your misuse of the Service;
- your breach of these Terms and Conditions and of GDPR;
- your negligence or other act of default;
- the activities of your Users.
- Except as provided by Clause 10.2 or as authorised in writing by the other Party, each Party will, at all times during the continuance of the Agreement and its termination:
- keep confidential all Confidential Information;
- not disclose any Confidential Information to any other party;
- not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions;
- not make any copies of, record in any way or part with possession of any Confidential Information; and
- ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 10.1.1 to 10.1.4 above.
- Either Party may:
- disclose any Confidential Information to:
- any sub-contractor or supplier of that Party;
- any governmental or other authority or regulatory body; or
- any employee or officer of that Party or of any of the aforementioned persons, parties or bodies,
to such extent only as is necessary for the purposes contemplated by these Terms and Conditions (including, but not limited to, the provision of the Service by us), or as required by law. In each case that Party will first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 10.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 10, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
- use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of your acceptance of these Terms and Conditions, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.
- The provisions of this Clause 10 will continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.
11. FORCE MAJEURE
Neither Party to the Agreement will be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
12. TERM AND TERMINATION
- There is no minimum term for the Agreement.
- Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
- any sum owing to that Party by the other Party under these Terms and Conditions is not paid within 30 days of the due date for payment;
- the other Party commits any other breach of any of these Terms and Conditions and, if the breach is capable of remedy, fails to remedy it within 30 days after being given written notice giving full particulars of the breach and requiring it to be remedied;
- an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
- the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
- the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under these Terms and Conditions);
- anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
- that other Party ceases, or threatens to cease, to carry on business; or
- control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of this Clause 12, “control” and “connected persons” will have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
- For the purposes of sub-Clause 12.2.2, a breach will be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
- The rights to terminate the Agreement will not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
13. EFFECTS OF TERMINATION
Upon the termination of the Agreement for any reason:
- We will cease processing all Personal Data under the Service and will ask the Organisation to remove all Personal Data from the systems we operate, save that required by us in relation to any legal action or which we are obliged to retain by law;
- any sum owing by either Party to the other under these Terms and Conditions will become immediately due and payable;
- all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement will remain in full force and effect;
- termination will not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of these Terms and Conditions which exists at or before the date of termination;
- subject as provided in this Clause 13 and except in respect of any accrued rights neither Party will be under any further obligation to the other; and
- each Party will (except to the extent referred to in Clause 10) immediately cease to use, either directly or indirectly, any Confidential Information, and will immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
14. NO WAIVER
No failure or delay by either Party in exercising any of its rights under these Terms and Conditions will be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of these Terms and Conditions will be deemed to be a waiver of any subsequent breach of the same or any other provision.
Neither Party will be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.
16. ASSIGNMENT AND SUB-CONTRACTING
- Subject to Clause 16.2 the Agreement will be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-license or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
- We will be entitled to perform any of the obligations undertaken by us through any other member of our group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor will, for the purposes of these Terms and Conditions, be deemed to be our act or omission.
17. USE OF YOUR NAME AND LOGO
- You agree that we may have a royalty-free, unrestricted licence, not limited as to time, to use your name, trading name and logo for the purposes of marketing our company and the services it offers.
- You may terminate the licence contained in Clause 17.1 on giving us one month’s notice in writing and from that date we will cease to use your name, trading name and logo in any future marketing material we produce but will not have the obligation to remove such things from any marketing material which was created prior to the date of your notice.
18. RELATIONSHIP OF THE PARTIES
Nothing in these Terms and Conditions will constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in these Terms and Conditions.
19. THIRD PARTY RIGHTS
- No part of these Terms and Conditions is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 will not apply.
- Subject to this Clause 19 the Agreement will continue and be binding on the transferee, successors and assigns of either Party as required.
In these Terms and Conditions, except where it is inconsistent with the context, the following words and phrases will have the following meanings:
- means the account you create with us if you register with the Site.
- means the agreement which comes into effect when you pay a Fee to use the Service.
- means any comment left having used our service.
- means the Company’s secrets or confidential information and extends to all knowledge and information relating to the Company’s business, organisation, finances, and clients and its affairs and all and any Personal data supplied by you to the Company.
- means the fee we publish from time to time on the Site as payment for the Service.
- means the General Data Protection Regulation EU 2016/679.
- means the payment collection and other services we offer through the Site.
- means the user, member or customer of the Organisation whose Personal Data is being processed by us.
- means the entity entering in to this Agreement.