Pay24-7 Terms and Conditions – ParentPay Limited
Pay24-7 User Service Agreement
Pay24-7 Professional Services General Terms and Conditions
Pay24-7 User Service AgreementThis agreement (the "Agreement") is entered into by the parties on the date of
the duly authorised signed document within which this agreement is incorporated by
its explicit reference. ("Effective Date")
1. General Terms
This agreement describes the terms and conditions for using the ParentPay Products
and Services, as operated and offered by ParentPay Limited. The terms "you," and
"your" are referring to you and your users. "We" and "our" refer to ParentPay
Limited. "ParentPay" refers to the ParentPay products which may include, but not
be limited to ParentPay®, ParentPay™ for Schools, ParentPay™ mealScene, ParentPay™
Dinner Money, ParentPay eDm2 and Pay24-7™.
1.1 A license to use ParentPay products is provided under the condition that the
terms and conditions hereunder are equally applied to your subsequent transactions
and users whether by way of trade or otherwise.
1.2 Agreement Duration
1.2.1 This Agreement shall commence on the Effective Date for a period of 36 months
("Initial Term") and shall be renewed annually for periods of 12 months thereafter,
unless earlier terminated in accordance with the terms of subsections 1.2.2 or 1.2.3
1.2.2 Notwithstanding clause 1.2.1, ParentPay shall have the right to terminate this
Agreement immediately in the event:
| ||of breach by you of your representation, warranties, covenants or other obligations under this Agreement;|
| ||that you are delinquent in any payment hereunder fifteen (15) days after the same has become due;|
| ||you assign this Agreement to any party without the consent required under Section 11.1;|
| ||ParentPay is requested to do so by a Financial Institution or any other such party; or you make an assignment for the benefit of your creditors, file a petition in bankruptcy, are adjudicated insolvent or bankrupt, file a petition or apply to any tribunal for any receiver, trustee, liquidator or sequestrator of any substantial portion of your property, commence any proceeding under any law or statute of any jurisdiction respecting insolvency, bankruptcy, reorganization, arrangement or readjustment of debt, dissolution, winding-up, composition or liquidation, or otherwise take advantage of any bankruptcy or insolvency legislation whether now or hereafter in effect, or if any receiver, trustee, liquidator or sequestrator of any substantial portion of your property is appointed.|
1.2.3 ParentPay may also terminate this Agreement without cause at the end of the
initial term on giving at least thirty (30) days’ written notice you. Notwithstanding
clause 1.2.1, you may terminate this Agreement, with or without cause, upon thirty (30)
days’ written notice to ParentPay, but shall pay any and all fees due under this or
related agreements to ParentPay, from the date of termination to the end of the initial
term or subsequent renewal terms of the Agreement.
1.2.4 Upon any termination of this Agreement, you shall immediately discontinue the use
of all of the Processing Services and the license granted under this Agreement shall
terminate. Termination of this Agreement shall not relieve you of your obligations to
pay accrued fees.
1.3.1 By publishing a Change Notice on our website (www.ParentPay.com
), we may modify
any of the terms and conditions within this Agreement at any time and at our sole
discretion, such Change Notice to give at least 30 days notice. These modifications may
include, but are not limited to changes in the scope of available discounts, payment
procedures and terms and conditions of use. If any of the modifications are unacceptable
to you, your only recourse is to terminate this Agreement. If you use ParentPay Products
and Services beyond 30 days after the Change Notice, it will be considered as your
acceptance of the change.
2.1. All prices for services provided by us to you are in Pounds Sterling and are subject to all applicable taxes, including but not solely Value Added Tax at the rate prevailing at the tax point of sale.
2.2 We retain the right to revise our prices to you within the terms of any Terms Sheet that applies for any order placed by You. Such revisions shall apply to orders received by ParentPay Limited on or after the effective date of the revision. Prices for ParentPay will be as displayed from time to time on the website www.ParentPay.com
or such website as we may from time to time designate.
3. Acceptance & Payment
3.1. All orders are subject to acceptance by ParentPay.
3.2. Payment shall be made in Pounds Sterling to ParentPay Limited into the account designated by ParentPay Limited, or as may otherwise be agreed in writing by the parties. Payments are within 30 days of invoice. If due to bank charges, transfer fees, or the like, ParentPay Limited should receive less than its invoice amount, other than charges by credit card companies, ParentPay Limited will re-invoice you for the shortfall. Should payment in full of any invoice (aside from such shortfalls) not be received by ParentPay Limited within forty five (45) days after invoice date, ParentPay Limited will impose a debt service charge amounting to three and a half percent (3.5%) above the base rate quoted from time to time by Barclays Plc, London of the overdue balance for each 30-day period or fraction thereof the overdue amount remains unpaid. In the event that any amount remains unpaid forty-five (45) days after date of invoice, you will be in breach of contract and ParentPay Limited may discontinue, withhold, or suspend services to you without any further notice.
3.3. You hereby agree to pay any and all legal fees, court costs, and related expenses incurred by ParentPay Limited in the collection of any amount due it.
4. Duties of Central User
4.1. You will support end users (Consumers) by providing first line support in the local language of your main location.
4.2. ParentPay is sold under the absolute condition that it may not be used to support unsolicited commercial emailing, bulk emailing, copyright violation, defamatory speech, distribution of Internet viruses, worms, Trojan horses and other destructive activities, flaming or illegal pornography or abusive UseNet postings. Any such use, or what may be reasonably interpreted as such use would be a breach of the license of use and not withstanding any payments made or received will cause ParentPay Limited to take such action as is necessary to preserve the good name of ParentPay at their sole discretion.
5. Duties of ParentPay Limited
5.1. ParentPay Limited will use its best endeavours to support you in all matters relating to the use of ParentPay as described in our Service Level Agreement, "SLA" (Schedule 1 to this Agreement).
5.2. ParentPay Limited support team will be available during office hours, (8.30 a.m. – 5.00 p.m. excluding weekends and bank holidays)
5.3. ParentPay agrees to satisfy all promises specified in its SLA published from time to time on its website.
6. Rules & Regulations
ParentPay Limited may impose reasonable conditions regarding the ethical, moral and legal use of its services from time to time. You shall impose such conditions on your users to the extent necessary to ensure compliance.
7. Limitation of ParentPay Limited Obligation & Liability
7.1. ParentPay Limited will utilise its best efforts to maintain acceptable performance of services contracted for, but ParentPay Limited makes absolutely no warranties whatsoever, express or implied, including warranty of merchantability or fitness for a particular purpose. ParentPay Limited cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via its system or via the Internet. ParentPay Limited will not be liable for the inadvertent disclosure of, or corruption or erasure of, data transmitted or received or stored on its system or by the use of ParentPay. ParentPay Limited shall not be liable to you or any of your users, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, non - deliveries, or service interruptions whether or not caused by the fault of ParentPay or negligence of ParentPay Limited.
7.2. ParentPay Limited may discontinue servicing ParentPay. Such discontinuation or requirement may not be unreasonable, however, and ParentPay Limited agrees to provide you with reasonable notice via a Notice of Change of any such intent to discontinue.
7.3. Services provided by ParentPay Limited to you shall be deemed accepted for all purposes fifteen (15) days after presentation of invoice for such services, if no written claim or objection regarding such services has been received by ParentPay Limited within that 15-day period. No claim related to such accepted services shall be raised.
7.4. ParentPay Limited’s liability to you, and any user of ParentPay is limited to the amount paid to and received by ParentPay Limited for services not accepted. In no event shall ParentPay Limited be liable to you, or any user or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if ParentPay Limited has been advised of the possibility of such damage.
7.5. You will take all reasonable measures to preclude ParentPay Limited from being made a party to any lawsuit or claim regarding ParentPay provided to any user. You hereby agree to indemnify and hold harmless ParentPay Limited from any and all claims of whatever nature brought by any of your users against ParentPay Limited in excess of the remedy set forth in paragraph 7.4.
8.1 You acknowledge that by reason of your relationship with ParentPay Limited hereunder, you may have access to certain information and materials relating to ParentPay Limited’s business, plans, customers, software technology, and marketing strategies that is confidential and of substantial value to ParentPay Limited, which value would be impaired if such information were disclosed to third parties. You agree that you will not use in any way for your own account nor for the account of any third party, nor disclose to any third party, any such information revealed to it by ParentPay Limited. You further agree that you will take every reasonable precaution to protect the confidentiality of such information. In the event of termination of this agreement, there shall be no use or disclosure by you of any such confidential information in your possession, and all confidential materials shall be returned to ParentPay Limited or destroyed. The provisions of this section shall survive the termination of the agreement for any reason. Upon any breach or threatened breach of this section, ParentPay Limited shall be entitled to injunctive relief, which relief shall not be contested by you.
9. Relationship of the Parties
9.1 The relationship between ParentPay Limited and you is that of vendor and purchaser. They shall not be construed as being joint ventures, franchiser/franchisee, or employer/employee. This agreement is a commercial agreement between businesses, not a consumer agreement.
10.1 The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices) and other than the injunctive relief referred to in paragraph 8 shall be subject to formal accredited arbitration upon written demand of either party. Arbitration shall take place in London, England or at another location if the parties so agree.
11.1 You may not assign this Agreement or any rights hereunder, directly or by operation of law, without the prior written consent of ParentPay which consent may be withheld for any reason in ParentPay’s sole discretion. For purposes of this Agreement, assignment shall include, but not be limited to, transfer of control of your company or its assets, any ownership change which results in a new majority owner and any change in the jurisdiction of incorporation of your company or its assets.
12. Partial Invalidity
12.1 If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. ParentPay Limited and you agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitute provision.
13. Applicable Law, Jurisdictional Matters
This agreement takes effect when accepted by ParentPay Limited in England. It is to be governed by and construed under the laws of the England which shall have exclusive jurisdiction to adjudicate any non-arbitrable dispute arising out of this agreement. You hereby expressly consent to (1) the use of English law and (2)service of process being effective upon it by registered mail sent to the address set forth in paragraph 1.3.1 of this document, as may be changed from time to time by written notice actually received by ParentPay Limited. ParentPay Limited will comply with all orders issuing from tribunals having jurisdiction over ParentPay Limited, and that such compliance could affect the services provided by ParentPay Limited to you or your users; you agree to hold ParentPay Limited harmless from any claims resulting from such compliance.
Pay24-7 Professional Services General Terms and ConditionsThis agreement (the "Agreement") is entered into by the parties on the date of the duly authorised signed document within which this agreement is incorporated by its explicit reference. ("Effective Date")
The Agreement is between ParentPay Limited and the customer of ParentPay that accepts the Agreement, hereinafter referred to as "Client".
The Client wishes to engage any or all of the following services of ParentPay:
Development and Customisation of ParentPay Products;
ParentPay PayPoint Service;
The Client has signed an application form, proposal or other similar agreement referencing this Agreement and in doing so authorises ParentPay to provide the services defined in such an application form, proposal or similar based on the terms and conditions contained herein.
This Agreement is intended to be considered in parallel to other related agreements, including but not limited to, ParentPay User Service Agreement, Pay24-7 User Service Agreement, ParentPay Standard Terms and Conditions, Pay24-7 Standard Terms and Conditions, ParentPay Professional Services General Terms and Conditions, Proposals, Contracts and Statements of Work, and/or any other documents signed by the Client or documents referenced in any document signed by the Client.
The parties have agreed the following:
1. Definitions and Interpretation
1.1 This Agreement is divided into service categories based on the different services and also contains general terms and conditions. The headings are inserted for convenience only and will not affect the construction or intent of this Agreement.
|"Agreement"||the agreement between ParentPay and the Client for the provision of Professional Services, to include any of the following services: Development and Customization of ParentPay Products; the ParentPay PayPoint Service; including the Conditions contained herein,|
|"ParentPay"||ParentPay and or any of its group companies, |
|"Business Day"||a day (other than a Saturday or Sunday) on which banks are open for normal banking business in the City of London and "Business Days" shall be construed accordingly,|
|"Cardholder"||the person or legal entity who or which is the legally entitled holder of either a PayPoint Card, issued by or on behalf of the Client, and whose account number is used in a transaction,|
|"Client"||the customer that has entered into the agreement with ParentPay,|
|"Conditions"||these ParentPay Professional Services General Terms and Conditions,|
|"Confidential information"|| all information which prior to or upon its disclosure is designated as such by one party (the Disclosing party's) to the other party (the Receiving party's), or which should reasonably be considered as information of a confidential nature by the Receiving Party,|
|"Consumer"||the person or legal entity who or which has ordered goods and/or services from the Client,|
|"Effective Date"||the date of the duly authorised signed document within which this agreement is incorporated by its explicit reference,|
|"Holding Account"||a dedicated bank account of ParentPay where the Settled Amount on behalf of the Client is received from PayPoint and held by ParentPay while awaiting Remittance to Client and/or transfer to another ParentPay bank account|
|"PayPoint"||PayPoint plc and other Group companies that process the payment instructions received from the Consumer through the PayPoint Payment Network and that, following authorization, effects payment of the Transaction Value,|
|"PayPoint Fees"||the commissions and charges levied by ParentPay for the provision of the PayPoint Payment Services in accordance with this agreement and the proposal, service schedule, or contract with the Client, as amended from time-to-time,|
|"PayPoint Payment"||payment made in cash by Consumers over the counter at PayPoint branded and authorised retailers, agents or terminals|
|"PayPoint Payment Network"||the network of agents, retailers and terminals operated by or on behalf of PayPoint, and the PayPoint processing facility and equipment which when combined allows the provision of the PayPoint Service |
|"Remittance"||the amount due and payable by ParentPay to the Client calculated in accordance with this agreement and any related agreement, contract, proposal or service or pricing schedule,|
|"Service Charge"||the charges, fees and prices for the ParentPay PayPoint Service as calculated in accordance with this agreement and the proposal, service schedule, or contract with the Client,|
|"Settled Amount"||the Transaction Value minus any fees, charges and commission withheld by, or due to, PayPoint,|
|"Trademarks"||all trademarks and logo's of ParentPay that exist now or in the future, both registered and non-registered, all as may be specified by ParentPay from time to time,|
|"Transaction Value"||the price payable by the Consumer to the Client|
1.3 References to ‘party’ and ‘parties’ shall be construed as references to a party or parties to this Agreement.
1.4 References to statutory provisions will be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time and will include references to any provisions of which they are re-enactments (whether with or without modification).
1.5 References to ‘including’ shall include without limitation.
1.6 Words importing the singular include the plural and vice versa, words importing a gender include every gender and references to persons include any body corporate, unincorporated association or partnership.
2. Development and Customisation of ParentPay Products
2.1 At Client’s request, ParentPay will perform Development and Customisation of ParentPay Products ("Services") including: bespoke development of software, customisation of software, installation and conversion services, education and training, interface development, software consulting, technical consultation, and similar services. Any such services shall be described in a Statement of Work or Proposal defining the Services, executed by ParentPay and Client.
2.2 Before commencing work under any Statement of Work or Proposal, ParentPay will furnish to Customer an estimate of the number of man days that will be required to complete the work. Any estimate of charges specific to a Statement of Work or Proposal or any other estimate given by ParentPay to Customer for the performance of any Services, whether oral or in writing, shall have been based on information available to ParentPay at the time of the estimate, shall not be guaranteed by ParentPay as the final cost, and shall not have the effect of making this Agreement or any Statement of Work or Proposal, or modifying this Agreement or any Statement of Work or Proposal to become, a fixed price contract unless the Statement of Work or Proposal specifically states that the particular project is a fixed price contract.
2.3 ParentPay will use commercially reasonable efforts to complete the services specified in a Statement of Work or Proposal within the estimate of charges and within the estimated schedule set forth therein. Client acknowledges and agrees however, that owing to the nature of the work being performed by ParentPay, the Services specified in the Statement of Work or Proposal may not be completed within the estimate of charges or within the estimated schedule. If ParentPay determines that it will exceed the estimate of charges and/or the estimated schedule, ParentPay will notify Client, and provide a new estimate, as of the date of such notice, of charges required to complete the work specified in the Statement of Work. Upon such notification, Client shall elect one of the following options with respect to time and material contracts: (1) authorise ParentPay to continue to provide Services under the applicable Statement of Work or Proposal pursuant to the terms of ParentPay’s written notice, or (2) terminate the applicable Statement of Work or Proposal by paying all of the then outstanding charges for Services rendered through the date of termination. Client must notify ParentPay in writing of its election within five (5) days after receipt of ParentPay’s written notification. Failure by Client to provide ParentPay notice terminating the Statement of Work or Proposal shall be deemed an election by Client to approve ParentPay’s new estimate and shall result in ParentPay continuing to provide the Services set forth in the Statement of Work or Proposal.
2.4 Client’s failure timely to fulfil its responsibilities under this Agreement and/or any Statement of Work or Proposal may result in increased charges to compensate ParentPay for the additional costs incurred by ParentPay by reason thereof. Client agrees that it shall release ParentPay from its obligations hereunder to the extent that ParentPay is adversely affected by such Customer delay or failure.
2.5 In addition to paying ParentPay’s charges for the provision of services hereunder, Customer shall reimburse ParentPay for all reasonable expenses incurred in connection with performance of the services, including reasonable communications, travel and living expenses. Travel expenses shall include charges for travel time incurred by ParentPay’s personnel at one hundred percent (100%) of the hourly rate during normal working hours (as measured by the work day of the ParentPay office of the assigned ParentPay personnel), Sundays and public holidays. ParentPay will charge 50% of the hourly rate for any portion of travel by ParentPay personnel that occurs outside the normal workday of the office of the assigned personnel, including Saturdays.
2.6 Client agrees to provide reasonable workspace, administrative support, computer facilities and other support, each as may be described more particularly in a Statement of Work or Proposal, which are necessary to perform the Services under a Statement of Work or Proposal. Customer agrees to perform in a timely fashion those tasks and provide the personnel agreed to by the parties and set forth in a Statement of Work or Proposal.
2.7 Client personnel assigned to work on matters related to this Agreement will be qualified for the tasks for which they are assigned.
2.8 Client is solely responsible for the evaluation, selection, installation, implementation, compatibility, use and performance of and results obtained from any hardware, systems software, utility software, telecommunication equipment or software, and applications software selected by Client and used in connection with the Services contemplated by this Agreement, unless (and only to the extent) otherwise expressly agreed in a particular Statement of Work or Proposal. Except as expressly provided in a particular Statement of Work or Proposal, Client and/or the third party vendors of the software packages selected for use by Client are responsible for the installation, acceptance, and performance of the selected software packages.
2.9 Should Client fail to perform any of its obligations under this Agreement or a Statement of Work or Proposal, ParentPay shall not be responsible for any delay, cost increase or other consequences due to such failure, and Customer shall reimburse ParentPay for any costs or expenses incurred due to such failure, including but not limited to payment at ParentPay’s standard professional services rates for the personnel that must be kept available during any delay caused by Client’s non-performance. ParentPay will use reasonable efforts to mitigate such costs or expenses. Any ParentPay deadline that is affected by any Client default shall be extended by an amount of time equal to the length of such failure plus an additional period of time, if reasonably necessary, to compensate for such default.
2.10 Services are charged on a time and material basis as provided in the applicable Statement of Work or Proposal unless the Statement of Work or Proposal specifically states that the particular project is a fixed price contract.
2.11 For Services the ensuing work and travel times are charged according to the calculation rates in the ParentPay price list for services valid at the time, as are material used at the prices valid at the time of the performance. Other performances, including accommodation and travel expenses, are charged separately according to the price list for services. Invoices are presented in accordance with the Statement of Work or Proposal.
2.12 The calculation rates for Services on a time and material basis mentioned in the contract may be altered by ParentPay only three months after the formation of a contract for services.
2.13 ParentPay may subcontract its Services. The provisions for ParentPay personnel contained in the general terms and conditions for Services, including but not limited to confidentiality and ownership of property rights, copyrights, and inventions, shall apply to an equal extent to the personnel of any subcontractor. ParentPay shall be responsible for the fulfilment of its obligations hereunder, notwithstanding the performance of such obligations by its subcontractors.
3. ParentPay PayPoint Service
3.1 At Client’s request, ParentPay will perform the ParentPay PayPoint Service which supports the processing of PayPoint Payments through the PayPoint Payment Network. The payment instructions of Consumers shall be processed by (i) the routing of card data by PayPoint, for authorisation, clearing and settlement purposes; (ii) ParentPay updating accounts, records or other relevant data in ParentPay Products as used by the Client to reflect the amounts paid by Consumers (iii) ParentPay receiving the Settled Amount, and (iv) transferring the Remittance to the Client.
3.2 For the purpose of performing the above, the Client hereby instructs and authorises (i) ParentPay to claim the Settled Amount from PayPoint for the account of the Client; and (iii) ParentPay to receive the Settled Amount on behalf of the Client from PayPoint and to hold such funds in a Holding Account.
3.3 ParentPay will receive the Settled Amount and pay-on the Remittance to the Client as set out below. ParentPay will provide the Client with overviews of all Remittance received by ParentPay on behalf of the Client at the point the Remittance is transferred to the Client.
3.4 ParentPay shall transfer the Remittance at monthly intervals unless otherwise specified in writing.
3.5 The Remittance shall consist of the total outstanding settled Transaction Value received by ParentPay for the account of the Client after deduction of the following: PayPoint Fees; Refunds due to PayPoint for the settlement of debt incurred through the non-collection of funds from PayPoint retailers or agents; any other fines, fees, charges or commissions to be paid by ParentPay to PayPoint; any charges or amounts due to ParentPay under the Agreement other than charges or amounts mentioned above.
3.6 In making payment pursuant to clause 3.3 and 3.5, ParentPay is entitled to set-off any indebtedness of the Client towards ParentPay pursuant to clause 3.8.
3.7 For the avoidance of doubt, any such set-off may include any indebtedness of the Client towards ParentPay whether for fees related to the ParentPay PayPoint Service or any other products or services provided by ParentPay to the Client under this Agreement or under any related Agreement that is covered by the Proposal, Contract, Services Agreement or Document signed by the Client.
3.8 Client authorizes ParentPay to set-off invoices with the Remittance as mentioned in paragraph 3.6 and 3.7 above.
3.9 In case ParentPay intends to use set-off it may do so for any debt that is 45 days or greater from the date of invoice without informing Client in advance of its intentions and without seeking any further authorisation from the Client other than that already provided by this Agreement.
3.10 In the event that any outstanding debt or amount due to ParentPay remains unsettled by the Client beyond 45 days of the date of invoice, or in the event that the Remittances are insufficient to pay the amounts owing by the Client to ParentPay, this will constitute a breach of contract and ParentPay may at any time serve a notice of breach of contract and terminate all and any services of ParentPay for the Client, including but not limited to ParentPay products and services, ParentPay Development and Customisation Services, ParentPay PayPoint Services or any other services contracted by the Client, giving fourteen (14) days notice of such termination pursuant to clause 6.2 below.
3.11 ParentPay shall have the right to withdraw from the Holding Account any and all amounts owed to it without notice or demand. ParentPay shall have the additional right to withdraw from Holding Account any and all amounts owed to it as defined in clause 3.6 and 3.7 above, should the Client fail to pay such amounts within fourteen (14) days of written default of payment notice to the Client. ParentPay’s rights to sums owed to it by Client shall in no way be limited by the balance or existence of the Holding Account. ParentPay’s rights with respect to the Holding Account shall survive the termination of this Agreement.
3.12 All interest which may accrue in respect of the Holding Account shall be for the sole account of ParentPay.
3.13 ParentPay is entitled to alter the prices of the ParentPay PayPoint Service taking into account a reasonable notice period. If the prices are amended the Client is entitled to terminate the Agreement per the effective date of the amendment by sending ParentPay a written notice within fourteen days after the posting of such Change Notice on ParentPay websites.
3.14 The Client has no right to set-off, or to withhold payments to ParentPay, in connection with any amounts due to the Client by ParentPay.
4. Privacy and Confidentiality
4.1 The Client agrees that it will: not use for purposes other than this Agreement; not disclose to any third party; and will retain in strictest confidence; any or all Confidential Information except in the performance of its obligations under this Agreement.
4.2 The Client agrees that it will not issue any press releases or similar publicity statement regarding this Agreement without the prior written consent of ParentPay or as required by law.
4.3 Termination of this Agreement shall not release the Client from its obligations under Sections 4.1 and 4.2.
4.4 ParentPay agrees that it will retain in strictest confidence the names and other personal information about the Client’s customers as defined in its Privacy and Data Protection Policy as published from time to time, unless such disclosure is required by law or by another competent authority.
4.5 Termination of this Agreement shall not release ParentPay from its obligations under Section 4.4
5. Intellectual Property Rights
5.1 ParentPay hereby grants the Client a royalty-free and non-exclusive right for the term of this Agreement to use the Trademarks on its website(s) and in any off-line promotional materials solely in order to indicate that it makes use of the ParentPay PayPoint Service and other ParentPay products and services. The Client shall use such Trademarks in accordance with ParentPay's directions for the use of such Trademarks. The Client does not have a right of sub-license. ParentPay may apply limitations to the right granted to the Client under this paragraph at its sole discretion.
5.2 The Client hereby grants ParentPay a royalty free and non-exclusive right for the term of this Agreement to use its trademark and logo's on their websites and in off-line publications for promotional purposes.
5.3 When using the Trademarks the Client and ParentPay will ensure that no composite marks are created with its own trademarks and/or logo’s. The Client and ParentPay acknowledge that their use of the Trademarks does not create for itself any rights in the Trademarks other than those explicitly granted in this Agreement.
5.4 All proprietary rights in the equipment, software (such as interfaces) and other materials used by ParentPay in the performance of this agreement, whether or not supplied to the Client, shall remain with ParentPay or their licensors. The Client shall exclusively acquire such right of use as is explicitly granted hereunder or otherwise.
5.5 For the avoidance of doubt, clause 5.4 above shall include, and not be limited to, any software development, customisation software or other enhancements, features, interfaces or otherwise, developed by ParentPay under this Agreement, or used by Client under this Agreement, regardless or whether these developments were specified, requested or paid for by the Client. No terms under this Agreement will prevent such enhancements being provided by ParentPay to other clients, either during the term of the Agreement or afterwards.
5.6 Upon termination of this Agreement the Client will immediately withdraw any reference to ParentPay from its website(s) and will cease the use of the Trademarks.
6. Term and Termination
6.1 This Agreement shall commence on the Effective Date for a period of 36 months ("Initial Term") and shall be renewed annually for periods of 12 months thereafter, unless earlier terminated in accordance with the terms of clauses 6.2 or 6.3 hereof.
6.2 Notwithstanding clause 6.1, ParentPay shall have the right to terminate this Agreement immediately in the event:
| ||of breach by the Client of its representation, warranties, covenants or other obligations under this Agreement;|
| ||that the Client is delinquent in any payment hereunder fifteen (15) days after the same has become due;|
| ||the Client assigns this Agreement to any party without the consent required under Section 10.2;|
| ||ParentPay is requested to do so by a Financial Institution or any other such party; or|
| ||the Client makes an assignment for the benefit of its creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, files a petition or applies to any tribunal for any receiver, trustee, liquidator or sequestrator of any substantial portion of its property, commences any proceeding under any law or statute of any jurisdiction respecting insolvency, bankruptcy, reorganization, arrangement or readjustment of debt, dissolution, winding-up, composition or liquidation, or otherwise takes advantage of any bankruptcy or insolvency legislation whether now or hereafter in effect, or if any receiver, trustee, liquidator or sequestrator of any substantial portion of its property is appointed.|
6.3 ParentPay may also terminate this Agreement without cause at the end of the initial term on giving at least thirty (30) days’ written notice to Client. Notwithstanding clause 6.1, Client may terminate this Agreement, with or without cause, upon thirty (30) days’ written notice to ParentPay, but shall pay any and all fees due under this or related agreements to ParentPay, from the date of termination to the end of the initial term or subsequent renewal terms of the Agreement.
6.4 Upon any termination of this Agreement, the Client shall immediately discontinue the use of all of the Processing Services and the license granted under subsection 3.2 shall terminate. Termination of this Agreement shall not relieve the Client of its obligations to pay accrued fees.
7. Limitation of Liability
7.1. ParentPay Limited will utilise its best efforts to maintain acceptable performance of services contracted for, but ParentPay Limited makes absolutely no warranties whatsoever, express or implied, including warranty of merchantability or fitness for a particular purpose. ParentPay Limited cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via its system or via the Internet. ParentPay Limited will not be liable for the inadvertent disclosure of, or corruption or erasure of, data transmitted or received or stored on its system or by the use of ParentPay. ParentPay Limited shall not be liable to the Client or any of Client’s users or Consumers, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, non - deliveries, or service interruptions whether or not caused by the fault of ParentPay or negligence of ParentPay Limited.
7.2. ParentPay Limited may discontinue servicing ParentPay. Such discontinuation or requirement may not be unreasonable, however, and ParentPay Limited agrees to provide the Client with reasonable notice via a Notice of Change of any such intent to discontinue.
7.3. Services provided by ParentPay Limited to the Client shall be deemed accepted for all purposes fifteen (15) days after date of invoice for such services, if no written claim or objection regarding such services has been received by ParentPay Limited within that 15-day period. No claim related to such accepted services shall be raised.
7.4. ParentPay Limited’s liability to the Client, and any user of ParentPay or any Consumer is limited to the amount paid to and received by ParentPay Limited for services not accepted. In no event shall ParentPay Limited be liable to the Client, or any user, Consumer or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if ParentPay Limited has been advised of the possibility of such damage.
7.5. The Client will take all reasonable measures to preclude ParentPay Limited from being made a party to any lawsuit or claim regarding ParentPay provided to any user or Consumer. The Client hereby agrees to indemnify and hold harmless ParentPay Limited from any and all claims of whatever nature brought by any of Client’s users or Consumers against ParentPay Limited in excess of the remedy set forth in paragraph 7.4.
8. Representations, Warranties and Disputes
8.1 The Client will review the invoices provided to it by ParentPay and provide ParentPay with a written objection specifying the particular item in dispute within fifteen (15) days of the date of the invoice failing which all information appearing thereon shall be deemed accurate and accepted by Client.
8.2 The Client hereby represents and warrants to ParentPay that:
it will not conduct its business in any manner that harms the value and reputation of ParentPay or PayPoint;
it will advise ParentPay in writing of any material errors in the Processing Services;
it will conduct its business affairs in an ethical manner and in accordance with the terms and intent of this Agreement, and in compliance with all applicable government laws and regulations;
it shall not use the payment services in connection with any illegal or fraudulent business activities as determined by an applicable jurisdiction;
it shall not permit nor authorise any other person or business to use the Processing Services unless specifically agreed with ParentPay in writing in advance;
it shall respond promptly to inquiries from Cardholders and shall resolve any disputes amicably.
8.3 The Client acknowledges to ParentPay that they are independent contractors and that nothing herein shall be construed so as to constitute the Client and ParentPay partners, representatives or joint venturers or so as to create any other form of legal association which imposes liability upon ParentPay for the acts or omissions of the Client. The Client shall not have any right, power or authority to enter into any agreement for or on behalf of or incur any obligation or liability of, or to otherwise bind, ParentPay. For greater certainty, the Client acknowledges that ParentPay is not involved in the Client’s business.
8.4 The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices) shall be subject to formal accredited arbitration upon written demand of either party. Arbitration shall take place in London, England or at another location if the parties so agree.
9.1 Any notice or other communication under this Agreement must be in writing and delivered personally, sent by first class mail or by fax and confirmed by mail to the party due to receive the notice as follows:
| ||ParentPay: Limited, P.O Box 3221,Kenilworth,Warwickshire,CV8 9XF|
| ||Client: at the published head office or main company address as published by the Client on its website from time to time.|
| ||(or such other address as either party may specify by notice to the other).|
In the absence of evidence of earlier receipt, any notice or other communication will be deemed to have been duly given:
| ||if delivered personally, when left at the address above;|
| ||if sent by mail two (2) days after posting it; |
| ||if sent by fax, on completion of its transmission as evidenced by a transmission report|
| ||except that where delivery by hand or by fax occurs after 17.00 on a normal working day for the recipient or on a day which is not a normal working day, service will be deemed to occur at 09.00 on the next following working day.|
10.1 The failure to exercise or any delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
10.2 The Client may not assign this Agreement or any rights hereunder, directly or by operation of law, without the prior written consent of ParentPay which consent may be withheld for any reason in ParentPay’s sole discretion. For purposes of this Agreement, assignment shall include, but not be limited to, transfer of control of the Client, any ownership change which results in a new majority owner and any change in the jurisdiction of incorporation of the Client.
10.3 If any provision of this agreement shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected thereby.
10.4 The obligations of the parties under this Agreement that by their nature continue beyond the expiration of this Agreement shall survive any termination or cancellation of the Agreement.
10.5 The Client shall be liable for and shall indemnify and reimburse ParentPay for any and all attorneys’ fees and other costs and expenses paid or incurred by ParentPay in the enforcement of this Agreement, or in collecting any amounts due from the Client hereunder, or resulting from any breach of any of the terms or conditions of this Agreement.
10.6 This Agreement shall be governed by and construed in accordance with the laws of England and Wales whose courts will have sole jurisdiction.
This website is owned by ParentPay Limited. We regard your privacy as important and any personal information you give to us will be used in accordance with the Data Protection Act 1998. We do not store any personal information about individuals who visit this site except where they provide contact information or use one of our online services. Any information you provide will only be used for the reasons specified, and it will not be shared with any third party without your consent, unless required by law. We will amend or delete any personal data relating to you that are found to be incorrect or out of date. If you are aware of any changes that should be made to your personal data, please contact us at the address below as soon as possible. You can request a copy of the details that we hold about you. A small fee may be payable.
ParentPay use a third party hosting company to manage the servers and store the data and for the data subject's assurance, this company are ISO 27001 accredited. They do not access any ParentPay data for the purposes of providing their services to us.
The personal information that we collect is used for the following purposes,
- to provide you with the service applied for
- for the ongoing administration of the service
- to allow us to improve the products and services we offer to our customers
- for research and statistical analysis including payment and usage patterns
- for the prevention and detection of crime and fraud
- to enable us to comply with our legal and regulatory obligations
We do NOT use your personal information for marketing purposes.
We will retain your information for as long as necessary to fulfil the purpose(s) above, and in accordance with the law.
We will only disclose your information to other parties in the following limited circumstances
- where we are legally obliged to do so, e.g. to law enforcement and regulatory authorities
- where there is a duty to disclose in the public interest
- where disclosure is necessary to protect our interest e.g. to prevent or detect crime and fraud
- where you give us permission to do so e.g. on an application form
We use reputable agents (data processors) to fulfil services on our behalf, e.g. payment service providers and acquiring banks for the authorisation and settlement of credit and debit card transactions. We will provide information to those agents specifically for use in connection with those services. The information that we provide to them will be protected by a confidentiality agreement and is to be used solely for fulfilling the service. These agents are required to process the information in accordance with the DPA and our specific instructions.
ParentPay Limited collects statistical data about usage of our websites. This information is not used to identify individuals, but is collected to provide us with an understanding of the areas of interest on our site and how our site is being used.
If you are connected to the internet you will have an IP Address. This may take the form of a figure, such as 444.333.22.1. The address will be automatically collected and logged as part of the connection of your computer to our web server and may be used to determine the total number of visits to each part of the site. This data is not collected and used for other purposes.
ParentPay’s website contains links to other websites. ParentPay is not responsible for the privacy practices of other sites or organisations, and recommends you consult the privacy information on those sites.
Changes to this policy
This policy will be reviewed and updated versions will be posted on the website.
If you would like more information about Data Protection in ParentPay, contact:
The Data and Information Security Officer
PO Box 3221