Terms of Use – GoodPAYE

These Terms of Use govern your use of the GoodPAYE Platform.

Introduction

This agreement is between you and WeAreGoodGiving Ltd (trading as GoodPAYE), a company registered in England and Wales with number 13256341 and its registered office at 85 Great Portland Street, London W1W 7LT (“GoodPAYE”, “we”, “us”, “our”).

Please read these Terms of Use carefully before using the GoodPAYE Platform.

These Terms of Use apply to the access and use of the GoodPAYE Platform by the following categories of users for the following purposes:

if you are an individual employed by a company which operates a payroll giving scheme, for managing your GoodPAYE Platform user account, obtaining information about charities, and providing charitable donation instructions; or
if you are an individual acting on behalf of an employer, for managing your GoodPAYE Platform user account, making payroll deductions in accordance with employees’ charitable donation instructions, and managing charity fundraising and other services provided by us; or
if you are an individual acting on behalf of a charity, for managing your GoodPAYE Platform user account, accessing information relating to employees’ charitable donations and, if applicable, additional contact and other information relating to such employees.

These Terms of Use are a binding contract between you and us, and they set out your and our rights and obligations with respect to your use of the GoodPAYE Platform. By agreeing to these Terms of Use, you represent and warrant to us that:

if you are using the GoodPAYE Platform to make and manage your charitable payroll giving donation instructions, you certify that no portion of your payroll giving donations will be used to make a Gift Aid payment;
if you are agreeing to these Terms of Use on behalf of your employer, a charity or other person or company, you are duly authorised by your employer, the charity or other person or company to agree to these Terms of Use on its behalf;
you are at least 18 years old; and
all information that you provide to us was or will be true and accurate, and not misleading in any material respect, as at the date it was or will be provided.

We may update these Terms of Use from time to time. If we choose to update these Terms of Use in a manner that affects any of your substantive rights, we will notify you of any change at least 10 Business Days before the change takes effect, either by email, when you log on to the GoodPAYE Platform or by other means.

We may suspend your access to the GoodPAYE Platform without notice to you if we suspect that you are using the GoodPAYE Platform in breach of these Terms of Use.

GoodPAYE Platform

You access the GoodPAYE Platform using login credentials that may be set up by you, or provided by us. If the GoodPAYE Platform is accessed using your login credentials then we are entitled to assume that you are the person using the GoodPAYE Platform. It is your sole responsibility to ensure that your login credentials are kept secure at all times.

We hereby grant you a non-exclusive, non-transferable licence for you to access and use the GoodPAYE Platform for the purposes specified in the Introduction above and otherwise in accordance with these Terms of Use.

Except to the extent expressly permitted by these Terms of Use or required by law on a non-excludable basis, the licence granted by us to you is subject to the following conditions:

you must not permit any other person to access the GoodPAYE Platform, and must use all reasonable efforts, including by taking reasonable security measures in relation to your login credentials, to ensure that no unauthorised person accesses the GoodPAYE Platform;
you must not use the GoodPAYE Platform for any unlawful purpose, or in any way that interrupts, damages, impairs or makes the GoodPAYE Platform less efficient;
you must not access or attempt to access the accounts of other users of the GoodPAYE Platform, or penetrate or attempt to penetrate the GoodPAYE Platform’s security measures; and
you must not use the GoodPAYE Platform for any purpose other those specified in the Introduction above.

For the avoidance of doubt, you have no right to access the software code (including object code, intermediate code and source code) of the GoodPAYE Platform.

Technical and other limitations

We operate anti-virus and malicious software prevention measures, but we cannot guarantee that the GoodPAYE Platform will always be virus-free. You should ensure that the computer or other device you use to access the GoodPAYE Platform is protected against viruses and malicious software.

Although we will try to make sure that the GoodPAYE Platform is available at all times, sometimes you will not be able to access and use the GoodPAYE Platform due to maintenance requirements or events outside our control. We are not liable for any periods of non-availability, but we will take all steps that we reasonably can to minimise the interruption.

The GoodPAYE Platform contains content uploaded by charities for the purpose of creating their charity profile pages on the GoodPAYE Platform. You acknowledge that such content is not under our control, and we are not responsible for, and do not endorse the content of, those charity profile pages. You must make your own independent judgment about the content on those pages.

The GoodPAYE Platform contains links to charities’ and other third parties’ websites. You acknowledge that such websites are not under our control, and we are not responsible for, and do not endorse the content of, those websites. You must make your own independent judgment about your use of any third party websites, including (but not limited to) the terms of any privacy notice applicable to them.

You acknowledge and accept that data uploaded to the GoodPAYE Platform may be irretrievably lost or corrupted at any time, and it is your sole responsibility to make all necessary copies and backups of any data that you upload. If data uploaded to the GoodPAYE Platform is lost or corrupted, our liability in respect of such loss or corruption shall be limited to restoring the lost or corrupted data using your backups.

Intellectual Property Rights

You retain ownership of all copyright in any text, data, media, images, video or other information you upload or submit to the GoodPAYE Platform. You grant us a worldwide exclusive, royalty-free, non-terminable licence to use, copy, distribute, adapt, reformat, prepare derivate works of, publish and transmit such data in any manner in relation to the operation and promotion of the GoodPAYE Platform.

Subject to the above paragraph as between you and us, we own all copyright and other intellectual property rights existing in or in relation to the GoodPAYE Platform.

Subject to the above paragraphs, if and to the extent that any copyright or other intellectual property rights existing in or in relation to the GoodPAYE Platform vest in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such copyright or other intellectual property rights back to us and provide us with a waiver of moral rights.

Your personal information and privacy

Any and all personal data (as defined in data protection laws) (“Personal Information“) that you provide to us via the GoodPAYE Platform may be collected, stored, processed and used in accordance with our current Privacy Policy. We will comply with all applicable data protection laws in relation to the processing of your Personal Information.

Liability

Nothing in these Terms of Use limits or excludes:

liability for death or personal injury resulting from negligence; or
liability for any damage or loss incurred as a result of fraud or fraudulent misrepresentation; or
any other liability that cannot be excluded or limited by law.

Subject to the above paragraph:

neither GoodPAYE nor you shall be liable for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
GoodPAYE’s total liability in contract, tort (including, but not limited to, negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of our obligations under these Terms of Use shall be limited to £1,000.

Notices

Any notice from you to us in respect of these Terms of Use or your activities on the GoodPAYE Platform must be given by email to [email protected].

Any notice from us to you in respect of these Terms of Use or your activities on the GoodPAYE Platform may be given either through the GoodPAYE Platform or by email to the address in your GoodPAYE Platform user account.

Notices given pursuant to the above paragraphs through the GoodPAYE Platform or by email shall be deemed received by the recipient upon despatch.

General

We may assign, transfer or delegate any of our obligations or rights under these Terms of Use. We may provide information about you and your activities on the GoodPAYE Platform to any person to whom we assign, transfer or delegate our obligations or rights. You may not assign, transfer or delegate any of your obligations or rights under these Terms of Use.

All disclaimers, indemnities and exclusions in these Terms of Use shall survive termination for any reason, as shall any other provisions of these Terms of Use that by their nature are intended to survive such termination.

Neither GoodPAYE nor you will be liable for any failure or delay in the performance of obligations on account of riots, fire, flood, earthquake, explosion, epidemics, war, strike or labour disputes (not involving the party claiming force majeure), embargo, civil or military authority, act of God, governmental action or other causes beyond our or your reasonable control and without our or your fault or negligence.

These Terms of Use are severable in that if any provision is determined to be illegal or unenforceable by any court of competent jurisdiction such provision shall be deemed to have been deleted without affecting the remaining provisions of these Terms of Use.

The failure to exercise or delay in exercising a right or remedy provided by these Terms of Use or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.

These Terms of Use shall be governed by and construed in accordance with the laws of England. GoodPAYE and you irrevocably agree to submit to the exclusive jurisdiction of the English courts.