Client Terms and Conditions
1. Who We Are & Contacting Us
TeamFeePay (the Platform) is a platform operated by Concept Apps Ltd (we, us or our) and accessible through our website at www.teamfeepay.com or as may be amended from time to time (the Site). We are registered in Northern Ireland under company number NI629473 and have our registered office at Office Catalyst, The Innovation Centre, Queen’s Road, Belfast, BT3 9DT. Our VAT number is GB220507651. To contact us, please email firstname.lastname@example.org.
2. Applicability & Acceptance of these Terms
By accessing the Client Page, you confirm that: you have all necessary authority to bind the organisation you represent; you are legally allowed to enter into legal agreements like these terms; and you accept and agree to comply with these terms, the Processing Notice and other terms and conditions that may apply to specific functionalities of the Site or Platform (such as lotto or lotteries) and which are notified to you from time to time. If you do not agree to these terms, you are not authorised to, and must not, use our Platform.
3. Changes to these Terms
We may unilaterally amend these terms from time to time. If we make changes that materially affect your use of our Platform we will notify you by posting notice of the change on the Platform and drawing these to your attention the next time you access the Platform. Any changes to these terms will be effective upon our posting of notice of the changes on the Platform and every person who you provide with login details to access the Client Page is deemed to have all necessary authority to accept the updated terms on behalf of the Client.
This version of these terms was most recently updated on 19th August 2021. We recommend that you print a copy of these terms for future reference.
4. Permitted Uses of Our Site & Platform
Our Platform provides a platform for organisations, who register an account with us, to manage and coordinate their organisation’s general administration and operations, memberships, shop sales, fundraising activities (each as relevant) where the Platform’s functionality allows, and to process payment for each where necessary (Purpose).
We are not obliged to accept any organisation on our Platform at any time and may suspend or terminate your account with us at any time and for any reason, at our absolute discretion.
The Platform is accessible using generally available computer equipment, and you are required to obtain and maintain such equipment and network connectivity in order to access and use the Platform. You must also obtain and maintain access to your own account on our nominated third-party payment service provider (such as Stripe).
We reserve the right at all times to display and communicate third party advertisements and promotions (whether targeting Users or others) on and through the Site and Platform.
5. User Purchases & Charges
Clients are granted access to our Platform to (amongst other things) facilitate payments being sent by Users and received by the organisations. Registration of a Client and maintenance of their account is provided by us, on the basis of these terms, free of charge and we charge a processing fee for all financial transactions. Our processing fee is applied in accordance with our Payment Schedule that is available on request (and which we may amend from time to time).
Funds paid by Users are processed using a third-party payment service provider, currently, Stripe, who also charge a processing fee and their terms and conditions available here https://stripe.com/en-gb/checkout/legal are incorporated herein by reference.
We do not hold any funds paid by Users, which are instead taken from the payer and transferred to you (less the charges levied by the third-party payment service provider and by us) as soon as such payments are cleared (which may be amended from time to time and could be more or less than 7 days).
Please see clause 15 below for a description of how refunds will be handled.
6. Your Account Details
Before registering an account with us, you acknowledge that we may undertake background checks on you and your Client, including credit checks, and checks to ascertain whether you are part of any recognised or accredited body that is mentioned in connection with your account application.
You warrant and represent that all information you provide to us in connection with your account application is true, accurate and complete and that you will inform us if that information changes at any time whilst your business is featured on our site. Without limitation, you are fully responsible for the accuracy of all information you provide to us at any time, including (without limitation) at the time of registration and regarding contact information and payment account details. We are not required to carry out any verification of this or any other information you provide.
If you choose, or you are provided with, a password or any other piece of information as part of our security procedures, you must treat such information as confidential and must not disclose it to any person who does not have permission to access the Client Page.
We have the right to disable any identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion the Client has failed to comply with any of the provisions of these terms.
If you know or suspect that any unauthorised person who access your Client Page’s security information, you should promptly reset the password.
If you wish to remove your account from our Platform, you are required to provide a minimum of one month’s notice.
7. Use of Material
By using the Platform, you acknowledge and agree that all copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, database rights, domain names and all similar rights wherever existing (Intellectual Property) in the Site and Platform and as otherwise used or generated by us in connection with these terms and/or making the Site and Platform available for use (other than the material and Intellectual Property that you upload to the Client’s Page (including, without limitation, Contributions) that shall be Client Material) shall be our sole and undisputed property and that you shall have no right to any of it other than rights of use as expressly stated in these terms.
“TeamFeePay” and the TeamFeePay logo are our Intellectual Property and you are provided with a revocable (at any time), non-exclusive licence to use that trading name and logo to promote that the Client uses the Platform and to direct Users to make payments through the Platform, but not for any other reason. The licence granted in this paragraph may be revoked by us at any time and is subject to your ongoing compliance with any instructions and brand guidelines that we may provide to you (or amend) at any time.
Provided that and for so long as you do not breach any of these terms loss of profits, sales, business, or revenue; we hereby grant to the Client, with effect from the first acceptance of these terms, a limited, revocable, non-exclusive, non-transferable right to use (but not download or modify, in full or in part) the Platform solely in order for the Client to carry out the Purpose.
You shall not: (a) other than as permitted by law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Site or Platform in any form or media or by any means; nor attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Site or Platform or any other software we make available; or (b) access all or any part of the Site or Platform in order to build a product or service which competes with either; or (c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Site or Platform available to any third party; or (d) interfere with or disrupt the integrity or performance of the Site or Platform or third party data or intellectual property contained therein; or (e) attempt to gain unauthorised access to the Site or Platform or our related systems or networks.
We shall be entitled to use the Client’s name and logo on the Site and Platform and marketing collateral for marketing and promotional purposes and you hereby warrant that you are entitled to, and do, provide such permission.
8. Changes to, Withdrawal of and Reliance on, our Site & Platform
Our Site and Platform are made available free of charge to Users and Clients free of charge (as explained in the User Purchases & Charges clause above). Our Site, the Platform and the content on both is provided for general information only on an “as-is” and “as available” basis.
You should be aware that we may update and change our Site and the Platform from time to time, and that we do not guarantee that our Site, the Platform or any content on either, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Site or the Platform for business and operational reasons such as when we are carrying out development or installation work. We will try to give you reasonable notice of any planned downtime, suspension or withdrawal.
If any information about you as a Client featured on our Site or the Platform becomes inaccurate or incomplete at any time, you agree to inform us as soon as reasonably possible, or update such information directly, where you have the ability to do so through your Client Page.
9. Linked Websites
Where our Site or Platform contains links to other sites and resources provided by third parties, such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents or functionality of those sites or resources. Any contract entered into and any transaction completed via any third-party website is between the Client or the User and the relevant third party, and not us. We recommend that you refer to the third party's website terms and conditions and Processing Notice prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Site or Platform.
10. Transmission of Information
Because we do not control the security of the Internet or other networks you use to access our site or communicate with us, we can’t be and are not responsible for, the security of information that you choose to communicate with us and our site while it is being transmitted. In addition, we are not responsible for any data lost during transmission.
11. Our Responsibility & Liability
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence and for fraud or fraudulent misrepresentation.
Without limitation to any other disclaimers or limitations expressed within these terms:
- We shall use reasonable commercial endeavours to provide the support services in accordance with our Support & Back-up Services Policy [note: hyperlink to be added] in effect at the time such support is supplied, but do not otherwise give any guarantee or commitment regarding the availability of the Site or Platform. In particular, we reserve the right to remove the availability of all or part of the Site or Platform at any time without notice in order to provide scheduled or unscheduled maintenance or for any other reason. We may amend the Support Services Policy in our sole and absolute discretion from time to time;
- We shall follow our standard backup procedures from time to time for Client Material, in accordance with our Support & Back-up Services Policy [note: hyperlink to be added] as such policy and procedures may be amended by us in our sole discretion from time to time. In the event of any loss or damage to Client Material, the Client’s sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Client Material from the latest back-up of such Client Material maintained by us, for which we shall be entitled to charge the Client at our prevailing rates. We shall not be responsible for any loss, unavailability, destruction, alteration or disclosure of Client Material caused by any third party;
• We hereby disclaim any and all representations, warranties and conditions, whether express or implied, as to the operation of our Site or the Platform or the content, statements or other information contained on either, including, but not limited to those of title, non-infringement, merchantability, availability, timeliness, and fitness for a particular purpose;
- We disclaim all liability, however arising, for any loss or damage in excess of the total amounts actually received by us from you over the period of 12 months immediately preceding the date of the relevant claim;
- We will not be liable to you or anyone for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: use of, or inability to use, our Site or the Platform; or use of or reliance on any content displayed on our Site or the Platform;
- Business interruption;
- Damage or loss of use of any other software or hardware used in conjunction with the Site or Platform;
- Loss of anticipated savings;
- Loss of business opportunity, goodwill or reputation;
- Loss of, damage to, or corruption of data; or
- Any indirect, special, punitive or consequential loss or damage,in particular (and without limitation to any other provision within this clause 11), we will not be liable for your:
Whether those losses are foreseeable, known, foreseen or otherwise; and
- You expressly agree that use of the Site and the Platform is at your sole risk. Neither us nor our affiliates or any of their respective employees, agents, merchants, third-party content providers or licensors, or any of their officers, directors, employees or agents, warrant that use of our Site or the Platform will be uninterrupted or error-free; nor do they make any warranty as to the results that may be obtained from the use of our Site or the Platform; or the accuracy, completeness, reliability or content of any information (including, but not limited to, product descriptions) provided through our Site or the Platform.
You agree to defend, indemnify and hold harmless us, our group companies, affiliates and their respective directors, officers, employees and agents from and against all claims, damages, liabilities, fines and expenses (including without limitation professional fees), arising out of or related to:
- Interactions with Users by you and your Authorised Users and any other Users;
- Any products, services, subscriptions or lotteries operated, promoted or provided by you in connection with our Site or the Platform;
- The management or mismanagement of the Client or funds collected by you through the Platform;
- Any action or inaction by you or anyone connected to your Client including (without limitation) your or their failure to comply with applicable law and/or failure to abide by the terms of a contract with a User placed through the Site or Platform;
- Any breach by the Client or any of its members, employees, directors or officers of any laws (including, without limitation, Data Protection Laws and laws relating to lotteries);
- Any conduct, speech act or omission by the Client and the Users; and
- Any use of our Site or the Platform by you or the Users in breach of these terms or the terms applying to Users (including, without limitation, if any User is under the age of eighteen).
13. Uploading Content
Whenever you make use of a feature that allows you to upload content to the Platform (including, without limitation, to or through your Client Page or any messaging functionalities), or to make contact with Users, you warrant that such content complies with the content standards set out in these terms and does not infringe any third party’s rights. You will be liable to us for, and indemnify us against, any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
These content standards (Content Standards) apply to any and all material which you contribute to our Site, the Platform and your Client Page (Contribution), and to any interactive services associated with it. The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole. We will determine, at our sole discretion, whether any Contribution breaches our Content Standards.
Any Contribution must:
- Be accurate (where it states facts);
- Be genuinely held (where it states opinions).; and
- comply with the law applicable in Northern Ireland and in any country from which it is posted.
A Contribution must not:
- Be defamatory of any person;
- Be obscene, offensive, hateful or inflammatory;
- Bully, insult, intimidate or humiliate;
- Promote sexually explicit material;
- Promote violence;
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- Infringe any copyright, database right or trademark of any other person;
- Be likely to deceive any person;
- Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
- Promote any illegal activity;
- Be in contempt of court;
- Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
- Be likely to harass, upset, embarrass, alarm or annoy any other person;
- Impersonate any person, or misrepresent your identity or affiliation with any person;
- Give the impression that the Contribution emanates from us or one of our employees if this is not the case;
- Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
- Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism; or
- Contain any advertising or promote any services or web links to other sites.
We have the right to remove any Contribution you make on/to our Site or Platform (including, without limitation, your Client Page) in our absolute discretion.
14. Prohibited Uses
You may use our Site and Platform only for lawful purposes. You may not use either the Site or Platform:
- In any way that breaches any applicable local, national or international law or regulation;
- In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
- In any way which interferes with the listings of other organisations, or attempts to harm them or their business;
- For networking or link building purposes;
- If you are not able to form legally binding contracts;
- For the purpose of harming or attempting to harm others in any way;
- To bully, insult, intimidate or humiliate any person;
- To attempt to, or actually access data not intended for you, such as logging into a server or an account which you are not authorised to access;
- To attempt to scan, or test the security or configuration of our Site or Platform to breach security or authentication measures without proper authorisation;
- To send, knowingly receive, upload, download, use or re-use any
material which does not comply with our content standards;
- To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (known as spam), or any other chain letters or to promote any pyramid schemes; or
- To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree:
- Not to harvest or otherwise collect information about Users, including email addresses without their knowledge and a lawful basis for doing so, or otherwise access, monitor or copy any content or information from our Site or Platform using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
- Not to act illegally or maliciously against our business interests or reputation, or that of other organisations or users;
- Not to reproduce, duplicate, copy or re-sell any part of our Site, Platform or these terms in contravention of these terms;
- Not to take any action that places excessive demand on our services, or imposes, or may impose an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion) supporting our site;
- Not to access without authority, interfere with, damage or disrupt:
- Any part of our Site or Platform;
- Any equipment or network on which our Site is stored;
- Any software used in the provision of our Site; or
- Any equipment or network or software owned or used by any third party.
15. Interaction with Users
We provide a platform to allow organisations and users to interact and transact with one and other. We are neither the buyer nor the seller in any transactions and take no responsibility for the interactions between parties (including for non-payment of any further agreed services directly by users) or other complaints or issues between the parties.
Without prejudice to the foregoing, in all interactions and dealings with Users, you agree:
- To honour all subscriptions and deliver all products or services ordered from you (unless the User is issued a refund or can get similar or same service at a different time and date agreed by both parties);
- Not to solicit Users to become users or customers of other online or offline services directly or indirectly competitive or potentially competitive with our Site or Platform, including, without limitation, aggregating current or previously offered deals, or offering or proposing to transact directly with users in future other than through our Site or Platform;
- To arrange for the provision of subscriptions, goods or services to Users other than through the Platform;
- To act in a professional manner, providing the services with reasonable skill and care in accordance with best industry standards and all relevant law, honouring any commitments you have made or contracts you have entered into with such users;
- Without limiting the above requirement, to ensure your full compliance with all applicable laws and regulations concerning data protection and marketing, anti-money laundering and know-your-customer rules.
Refunds & Disputed Payment Charges
Payments collected from Users may, in certain circumstances, be capable of refunding.
If a refund is required due solely to an act or omission by us (such as payments being processed by the Platform in error), we will refund the full amount charged, including the processing fees charged by us and our third-party payment service provider, subject to you or the User informing us that an error has occurred within a reasonable period of time.
However, if a refund is to be made to a User for any other reason (i.e. where we were not at fault), we will refund the amount charged, less: the processing fees we charged on the original transaction and the refund; and any amounts we have been or will be charged by any third party in respect of the original transaction or the refund.
The Client must note that we may be charged by third parties (such as £45 being charged by some banks) in the event that a User issues a payment dispute (or similar) to such third parties. If we are charged any amount by a third party for payments taken by us without any fault on our part, we will issue an invoice (payable within 14 days) to the Client for that amount and the Client’s sole remedy shall be to seek to recover that amount directly from you the User.
16. Data Protection
Both parties will comply with all applicable requirements of any applicable data protection laws (including, without limitation, the General Data Protection Regulation EU2016/679 as it applies in the UK (GDPR), the Data Protection Act 2018 and any other applicable legislation in respect of privacy and/or Processing Personal Data (as defined in GDPR) (Data Protection Laws).
The parties acknowledge that for the purposes of the Data Protection Laws, the Client is the Controller and we are the Processor of the Personal Data Processed under this agreement (where Personal Data, Processed, Data Subject, Controller and Processor have the meanings given in GDPR).
The parties agree that the Personal Data to be Processed under these terms will relate to the Client’s employees, officers, directors, members and (if applicable) members’ guardians, as well as any other Data Subject about whom the Client Processes Personal Data through the Platform, and the Personal Data will include, as applicable, names, roles, age, images, relationship to member, emergency data, health data, home addresses, bank details, membership history, and any other Personal Data identifiable through their use of the Platform). The Processing shall be carried out for the purpose of making available the Platform and shall continue for so long as the Client uses the Platform. The Client warrants that all Personal Data it provides to us in connection with this agreement has been collected and made available to us lawfully and may be used by us for the purposes described in these terms in compliance with the Data Protection Laws.
We shall, in relation to any Personal Data Processed in connection with the performance of our obligations under these terms: (a) Process that Personal Data only on the written instructions of the Client (including by these terms) unless we are required to Process the Personal Data otherwise by applicable law, in which case, we shall notify you of such Processing; (b) ensure that appropriate technical and organisational measures are in place to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data; (c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and (d) transfer any Personal Data outside of the United Kingdom (other than to the European Economic Area) only in the event that the following conditions are fulfilled (in which case the Client’s consent is automatically hereby given): (i) we ensure the recipient provides appropriate safeguards in relation to the transfer; (ii) the Data Subject has enforceable rights and effective legal remedies; and (iii) we comply with our obligations under the Data Protection Laws by providing an adequate level of protection to any Personal Data that is transferred; (e) assist the Client in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (f) notify the Client without undue delay on becoming aware of a Personal Data Breach (as defined in the Data Protection Laws); (g) at the written direction of the Client, delete or return Personal Data and copies thereof to the Purchaser on cessation of the Client’s use of the Platform unless we are required by applicable law to store the Personal Data; and (h) maintain records and information to demonstrate its compliance with this clause.
The Client consents to us appointing third-party processors of Personal Data from time to time, provided that we comply with all reasonable requests for information by the Client. We confirm that we will enter or have entered into a written agreement incorporating terms which are substantially similar to those set out in this clause with such third-party processors.
The Client also agrees that we may collect personal data directly from the Users as a Controller, and use such personal data for our own purposes, beyond those purposes described in these terms.
We do not guarantee that our Site or Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our Site and Platform. You should use your own virus protection software.
You must not misuse our Site or Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Site or Platform, the server on which our Site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990 (as amended). We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site and Platform will cease immediately.
18. Linking to our Site
You may link to the Site’s home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our Site in any website that is not owned by you. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the content standards set out in these terms.
Neither our Site nor our Platform may be framed on any other site, nor may you create a link to any part of our Site other than the home page.
If you wish to link to or make any use of content on our Site or Platform other than that set out above, please contact us using the contact details provided above.
19. Breach of these Terms
When we consider that a breach of these terms has occurred, or the Client or anyone closely linked with it has been subject to negative publicity that we consider may negatively impact our reputation or goodwill, we may take such action as we deem appropriate. Failure to comply may result in our taking all or any of the following actions:
- Immediate, temporary or permanent withdrawal of your and your User’s right to use our Site and/or Platform;
- Immediate, temporary or permanent removal of any Contribution uploaded by you to our Site or Platform;
- Issue of a warning to you;
- Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
- Further legal action against you;
- Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
We exclude our liability for all action we may take in response to breaches of these terms. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
20. Governing Law and Jurisdiction
These terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by the laws of Northern Ireland. We both agree to the exclusive jurisdiction of the courts of Northern Ireland.
21. Additional Provisions
No waiver by either you or us of any breach or default or failure to exercise any right allowed under these terms is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under these terms. The clause headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of these terms invalid, such invalidity shall not affect the enforceability of any other provisions contained in these terms, and the remaining portions of these terms shall continue in full force and effect.
The provisions of these terms apply equally to and are for our benefit, and that of our parent companies, subsidiaries, subsidiaries of parent companies, affiliates and third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.
We will not be liable for any default or delay in the performance of our obligations under these terms due to events beyond our reasonable control, including (without limitation) default of sub-contractors, partial or total failures of utilities and telecommunication networks, acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events.
No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these terms.
These terms constitute the entire agreement of the parties, superseding any previous agreements or terms which the organisation may try to impose or which may otherwise be implied.