WAY2PAY Application - TERMS OF USE AGREEMENT

1. INTERPRETATION: 

Unless the context otherwise requires the following expressions shall have the meanings set out below.

"Activities and Events" means activities and events organised by the Customer

"Authorised Users" means only that number of individual employees and independent contractors of the Customer who are entitled to access and use the Software and Services for the purposes of communicating with or disseminating information to End User

"Confidential Information" means all knowledge, information or know how pertaining to or concerning either party or any of its related entities, including that party's systems, processes, data, Customer, properties, which is disclosed to the other party.

"Contributions and Donations" means income offered to the Customer

"Customer" means any school, club, society or business that purchases the Services, promotes or advertises, and accepts payment for one or more of following; contributions and donations, products, activities and events.

"End User" means any pupil of the Customer or the parent/guardian of the pupils or any member of the Customer's organisation or club or the parent/guardian of that member.

"Fees" means the fees payable by the Customer to the Supplier in respect of the Software and Services as more particularly set out in the Order Specification to the Agreement

"First Line Support Provider" means Three Ireland Services (Hutchison) Limited, a company registered in the Republic of Ireland under company number 234895 whose registered office is at 28/29 Sir John Rogerson’s Quay, Dublin 2, Ireland (“Three”); its employees, agents and sub-contractors

"Log out" Where the Authorised User exits the Software by clicking on the "log out" button displayed on screen.

"Minimum Password Security Requirements" – See annexed "Minimum Password Security Requirements" document.

"Password Security" the policy to be adopted by the Customer and the Authorised Users to prevent unauthorised users from accessing the Software or User Data in conjunction with the Minimum Password Security Requirements.

"Products" means products offered by the Customer to the end user
"Services" means any support services provided by the Supplier in respect of the Software as detailed in Schedules 2 & 3.

"Software" means the Supplier's proprietary computer software programs including any error corrections, updates, upgrades, modifications and/or enhancements to it provided to the Customer under this Agreement

"Supplier" means Way2pay Limited, registered in Ireland Company Number no.541166, whose registered office is at 24/26 Westland Square, Dublin 2, Ireland, its employees, agents and sub-contractors.

"User Data" means the data input into the information fields of the Software and includes student name, class, parent/guardian name, mobile phone number of student/parent/guardian, student class and any other information provided to the Supplier.

2. BACKGROUND

The Supplier (as defined above) has developed Software to enable organisations to organise and enable the issuance of bills and invoices which can be collected automatically in a click-to-pay model using web based and smartphone technology. The functionality of the Software allows for the following:

• Enables Customer to register a new account. This new account will be verified by the Supplier. After this verification process the Supplier reserves the right to refuse to enable the Customer access to the Supplier system.
• Enables Customer to upload User Data associated with that Customer.
• Provides an income collection service to the Customer (web based services) for the purpose of collecting donations and contributions and passing them immediately to the Customer.
• Creates a verification process for End User to identify and verify the accuracy of the information in the payments requests they receive.
• Provides a payment web page where End User can login securely and verify their details before entering a secure payments page to pay voluntary contributions and make other contributions towards activities provided by the Customer, using their credit and debit cards.
• Provides a text messaging and email service to the Customer enabling them to contact the End User by electronic means (web based services) for the purposes of disseminating information, as required by the Customer, relevant to the End User.

The Supplier shall provide technical support to the Customer and payment support to End Users – collectively being the Services in respect of the Software, based on the service levels described in Schedule 3 during the hours of service defined in Schedule 2.

3. GENERAL USAGE

3.1 The Customer will use the Supplier's Software for the collection of payment for an activity, event, product or contribution/donation from the End User associated with that Customer

3.2 The Customer will login securely to the Supplier’s Software to set up a request for income from their End User community for an activity, event, product or contribution/donation which the Customer agrees to supply and take absolute responsibility for its delivery.

3.3 The Supplier takes no responsibility or accepts any liability for the delivery of the activity, event, product or contribution/donation advertised by the Customer.

3.4 The End User waives its statutory right to hold the Supplier liable for the delivery of these services and except the Customer is the party responsible for the delivery of service in every case.

3.5 The Supplier has agreed to provide and the Customer has agreed to avail of and pay the Fees for the Supplier's Software and Services subject to the terms and conditions of this Agreement.

3.6 The Customer database will be updated in real-time indicating that the Customer has been paid for the activity, event or product, which the Customer had requested payment for.

3.7 The End User agrees that by using the Supplier’s Software they will liaise directly with the Customer in relation to supply the activities, events or products. The End User agrees that the Customer is requesting payment to their organisation for these activities, events and products. The End User waves their statutory right to make the Supplier liable for the delivery of services and products advertised by the Customer using the Supplier’s Software.

3.8 The End User agrees that by using the Supplier’s Software they will liaise directly with the Customer in relation to supply the activities, events or products. The End User agrees that the Customer is requesting payment to their organisation for these activities, events and products. The End User waves their statutory right to make the Supplier liable for the delivery of services and products advertised by the Customer using the Supplier’s Software.

3.9 In consideration of payment of the Fees the Supplier agrees to provide the Software and Services to the Customer.

3.10 The Customer hereby agrees to operate a policy for Password Security within their organisation, ensuring that every effort is made to store system, server and End User passwords securely and that access to the Software is granted to the Authorised Users only.

3.11 The Customer agrees that it is solely responsible for maintaining the Customer's password security.

3.12 The Customer agrees that it shall be solely responsible for implementing the Password Security Policy described in Schedule 1.

3.13 The Customer acknowledges that while the Supplier and its employees make user recommendations for password protection and security, the Supplier accepts no responsibility for Customer Password Security policy.

3.14 Where an Authorised User is no longer employed by the Customer it is the Customer's responsibility to ensure that Authorised User's password is no longer capable of being used by any other person.

3.15 The Supplier shall accept no responsibility where the Customer fails, under any circumstances, to Log Out or exit the system correctly resulting in User Data or Confidential Information being lost, deleted or illegally obtained.

3.16 The Supplier's operating procedures are designed to back up User Data and Confidential Information however the Customer acknowledges the Supplier is not responsible for the loss of any User Data or Confidential Information.

3.17 The Customer acknowledges that the Software is proprietary to the Supplier. The Customer will not, and will procure that the Authorised Users do not:

(a) attempt to duplicate, modify, sub-licence, copy, distribute, market, lease, lend, commercially exploit, sell or give away any portion of the Software and/or Documentation; or

(b) merge or integrate the Software into any other computer program or work, and will not create or permit to be created any derivative works of the Software.  Despite this, if the Customer does create any derivative works of the Software, the Customer agrees that these will belong solely to the Supplier and, promptly on request by the Supplier, the Customer will, in consideration of €1 (one euro), assign all right, title and interest in the derivative works to the Supplier (or its nominee);

(c) remove or alter the Supplier’s copyright and other intellectual property rights notices included in the software and/or any documentation intellectual property.

3.18 The Customer shall promptly and fully notify the Supplier of any actual threatened or suspected infringement in the Territory of any Intellectual Property of the Supplier which comes to the Customer's notice; and any claim by any third party coming to its notice that the promotion or licensing of the Services in the Territory infringes the rights of any other person.

4. USAGE OF DATA

4.1 The Supplier hereby grants to the Customer on, and subject to the terms and conditions of, this Agreement a non-exclusive, non-transferable, limited, revocable licence to allow only the Authorised Users to access the Software and to use the Software solely for the Customer's internal business purposes.

4.2 The Supplier shall accept no responsibility for the incorrect or inappropriate use of the Software by the Customer, its employees, contractors or any third party connected with the Customer.

4.3 The Customer is solely responsible for specifying to the Supplier the End User's User Data so that the Customer is to provide User Data to the Supplier for back-up and for ensuring at all times that the correct User Data is made available to the Supplier for back-up. The Customer must comply with all reasonable directions given by the Supplier in connection with the set-up of the Software.

4.4 The Supplier reserves the right at its own discretion to require the Customer to change any or all of the passwords used by the Customer in connection with the Software.

4.5 The Customer will notify the Supplier immediately in writing if the Customer becomes aware of any unauthorised use of the whole or any part of the Software and/or Services by any third party or unauthorised user.

4.6 The Customer must immediately inform the Supplier if there is any reason to believe that any Authorised User's password identity, password or the data encryption key has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way.

4.7 The Supplier reserves the right to suspend End User identity and password access to the Service if at any time the Supplier considers that there is or is likely to be a breach of security or misuse of the Service.

4.8 The Customer will comply with all applicable laws, regulations, rules and codes with respect to its activities under this Agreement.

4.9 The Supplier has no responsibility or liability in respect of whether the Customer (including, the Authorised User's) is compliant with the Data Protection Acts 1988 and 2003 and/or any other applicable data protection legislation.  The Customer is solely responsible for obtaining the relevant consents from the End User with regard to the use and dissemination of Confidential Information and User Data.

4.10 The Supplier confirms it will keep in confidence any User Data or Confidential Information obtained under this Agreement or during the course of the Parties' business relationship and will not disclose that information to any person without the prior written consent of the other Party. This clause survives the expiry or termination of this Agreement for any reason whatever.

4.11 The obligation in clause 4.10 does not apply to information which (i) is or becomes a part of the public domain through no act or omission of the Supplier; (ii) is lawfully in the possession of the Supplier before such disclosure took place; or (iii) is lawfully disclosed to the Supplier by a third party without restriction on disclosure. This clause survives the expiry or termination of this Agreement for any reason whatever.

4.12 On the termination or expiration of this Agreement for any reason, the Customer will deliver up and return all copies of the Software to the Supplier and will expunge all electronic versions of the Software from its computer systems and servers after said termination or expiration

4.13 The Supplier may destroy or otherwise dispose of any of the User Data in its possession unless the Supplier receives, no later than ten (10) days after the effective date of the termination or expiry of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the User Data. The Supplier will use reasonable commercial efforts to deliver the back-up to the Customer within thirty (30) days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination and/or expiration (whether or not due at the date of termination/expiration). The Customer will pay all reasonable costs and expenses incurred by the Supplier in returning or disposing of User Data;

4.14 If any provisions of the Agreement are held to be unenforceable, illegal or void in whole or in part the remaining portions of the Agreement shall remain in full force and effect

4.15 The Supplier accepts no responsibility for messages that are not delivered or where an incorrect text message is sent to any End User. The Supplier endeavours to ensure that all User Data is correctly input into the Software and, upon receipt of notification, shall seek to remedy any such error to the best of its ability.

4.16 All elements of the Way2Pay service provision will be GDPR compliant when enforcement is due to commence by May 2018.

4.17 The Supplier will provide the capability under GDPR Personal Privacy to provide individuals and organisations with the right to access their personal data, correct errors in their personal data, erase their personal data, object to processing of their personal data and export personal data.

4.18 The Supplier will provide the capability under GDPR for Customers to have their data protected using appropriate security, and the Supplier will notify the relevant authorities of personal data breaches, obtain appropriate consents for processing data, will keep up to date records detailing data processing, will provide clear notice of data collection, will outline processing purposes and use cases, and define data retention and deletion policies on demand.

4.19 The obligations of the Customer will be the responsibility of the Customer, with the Supplier providing best endeavours to assist with queries through a nominated Data Protection Officer.

5. REGISTRATION AND LOGIN

5.1 CUSTOMER REGISTRATION PROCESS

5.1.1 In using or registering as a new Customer for use of the Supplier’s Software, the Customer represents that it is of legal age to form a binding contract and are not a person barred from receiving services under the laws of any applicable jurisdiction, or in the case of a company or other User that is not an individual you represent that you have the capacity to enter into a contract with the Supplier

5.1.2 The Customer also agrees to provide:

- True, accurate, current and complete information about their organisation, staff and Software users associated with their organisation.

- Maintain and promptly update the data to keep it true, accurate and complete.

- The Supplier reserves the right to refuse registration of any organisation or individual at its absolute discretion.

5.2 CUSTOMER LOGIN

5.2.1 Following the registration process the Customer will receive login details from the Supplier.

The Customer will login and upload the information for their members' contact or parent or guardian phone number, email, name, DOB, class where applicable.

5.2.2 The Customer will login and create a new bill and send it to its community via text message and/or Email. The bill will contain the invoice number for the end user.

5.2.3 When the end user pays their bill the Customer's dashboard will be updated to reflect same.

6. PAYMENTS

6.1 Any payment will be processed immediately by the Supplier and the processing bank, the Supplier will not hold any money in a Supplier account, it will be transferred directly into the Customer’s associated bank account.

6.2 End User acknowledges that in the absence of fraud they shall not have the right of cancellation of their payment and in placing a payment End User waive the statutory rights they may have to cancellation of the processing of your payment by Supplier.

6.3 The Customer is at all times responsible for the delivery of the activity, event, or product to the End User.

6.4. USE OF INCOME COLLECTED USING SUPPLIER’S SOFTWARE

6.4.1 The Supplier takes no responsibility for any dissatisfaction with the use of income collected via the Supplier’s Software.

6.4.2 The Supplier agrees that should the End User have cause for dissatisfaction with the use of their funds paid using the Supplier’s Software they may contact the Customer directly.

7. REFUNDS

7.1 The Customer is at all times responsible for the refund of payments for activities, events, products, donations or contributions made by the End User using the Supplier’s Software where refunds are due.

7.2  The End User will liaise directly with the Customer in relation to refunds. In a case where the End User contacts the Supplier in relation to a refund for the Customer’s failure to deliver a service, activity, event or product to the satisfaction of the End User, the Supplier will direct End User to the Customer.

7.3 In a case where Supplier does give the End User a refund directly, the Customer is required to reimburse Supplier for this amount.

8. OTHER GENERAL TERMS OF USE

8.1 Queries and Complaints. Notification of queries and/or complaints must be notified to the Supplier in writing within 5 days of the problem arising, or days of completion of the Services, whichever is the earlier.

8.2 Expenses. Unless expressly quoted as including all expenses, all prices are exclusive of the Supplier's reasonable hotel, travel and other out-of-pocket expenses in providing the Services. The Customer shall reimburse the Supplier for such expenses, subject to the Supplier properly vouching for them.

8.3 VAT. Unless expressly quoted as including VAT, all prices are exclusive of value added tax or any other government taxes or duties which, if applicable, shall be paid by the Customer.

8.4 Warranties. The Supplier warrants that the Services will be provided with due skill, care and diligence, and that the Supplier will make reasonable efforts to ensure the security and integrity of the Software Without prejudice to the foregoing the Supplier does not warrant that the use of the Services will meet the Customer's data processing requirements or that the operation of the Services will be uninterrupted or error free. The Customer hereby acknowledges that software in general is not error free and agrees that the existence of such errors shall not constitute a breach of this agreement.

8.5 Remedy. Subject to Clause 8.4 if the Supplier is in breach of the warranties given by it its liability shall be limited to correcting the relevant fault, at its own expense; or at the option of the Supplier, reimbursement of the price of the Services in question.

8.6 No Other Liability. Subject to Clause 8.4, the Supplier shall have no further liability to the Customer, whether under these conditions of service or on any other basis including liability in tort as a result of the sale of the Services.

8.7 Consequential Loss Etc.: Subject to Clause 8.4, the Supplier shall not under any circumstances be liable to the Customer by reason of any representation or warranty, condition or other term or any duty of common law, or under the express terms of these conditions or service, for any consequential, special, incidental or punitive loss or damage (whether for loss of current or future profits, loss of enterprise value or otherwise) and whether occasioned by the negligence of the Supplier, its employees or agents or otherwise, even if advised of the possibility of such damages.

8.8 Non-Excludable Liability. Nothing in these conditions of service shall exclude or limit the liability of the Supplier for death or personal injury resulting from the negligence of the Supplier or any of its employees or agents, nor shall they operate to exclude or limit any statutory rights which cannot be legally excluded or limited, including the statutory rights of a consumer.

8.9 Sub-Contracting: The Supplier may in its discretion delegate any of its duties in the provision of the Software and/or the Services.

8.10 Relationship of the Parties: Nothing in these conditions of service or elsewhere shall be deemed to make the Supplier an employee, agent or partner of the Customer for any purpose whatsoever.

8.11 Application. These conditions of service shall apply to any purchase of services under an order which is accepted by the Supplier. No other terms shall apply to the sale of the Services, including any standard conditions of purchase of the Customer, even if they are printed on the written order of the Customer or any other document issued by the Customer.

8.12 Changes to the terms and conditions

The Supplier reserves the right at any time to modify or discontinue, temporarily or permanently the Software and Services with or without notice. The Customer agrees that Supplier shall not be liable to you or any third party for any modification of the Software, or any suspension or discontinuation of the Software or Services.  Every time the Customer uses the Supplier’s Software they are deemed to have understood and accepted the latest terms and conditions as published at the time.

8.13 Governing Law. These conditions of service shall be governed by Irish law.

SCHEDULES

SCHEDULE 1 – PASSWORD SECURITY POLICY

The following are the minimum requirements the Supplier expects a Customer to take to uphold high security on the Supplier’s Software:

• Keep passwords secure
• Never write passwords down
• Never tell password to anybody
• Change passwords frequently
• Always disconnect from the Software by clicking on the logout button before leaving computer unattended.
• The Customer should never leave the Software open unattended on the Customer's computer while logged-in.

SCHEDULE 2 – SUPPORT HOURS OF SERVICE

The Supplier will provide technical support of the Software and payment support to End Users between the hours of 9.00am and 5:00pm, GMT, Monday through Friday (excluding bank holidays).

SCHEDULE 3 - SERVICE LEVELS

3.1 Issue Severity Levels

3.1 Error Reporting and Resolution
The Supplier will manage the process of Error resolution as detailed below.

3.1.1 Upon notice to the Supplier by the Customer and/or the End User(s) in writing (including by email) or telephone promptly following the discovery of any Error the Supplier shall provide the resolution as specified below. Upon discovery of such an Error, the Customer shall, if requested by the Supplier, submit to the Supplier a list of output and any other data that the Supplier may reasonably require to reproduce the Error and the operating conditions under which the Error occurred or was discovered. Such list and data shall be deemed confidential information.

3.1.2 Software Error Corrections. During the term of this SLA, the Supplier shall use commercially reasonable efforts to provide Software Error Corrections for Errors in the Software reported by Customer to the Supplier.

3.1.3 Limitations: The Customer acknowledges that the Supplier is under no obligation to perform services with respect to any hardware or any third-party software, which is not part of the Service.