TERMS & CONDITIONS

Please read the Terms & Conditions of Use, Terms of Sale, Terms of Business Development Services.

By signing up and using the Payrolld App and/or Business Development Services.

 

Payrolld App Service Terms & Conditions

These Terms and Conditions governs the use of the Payrolld App as a software as a services provided to you (Credit Union) to manage and engage with your Payroll Deduction Partners.

The Payrolld App is supplied by Money Global Limited (11349708). These Terms and Conditions are between Money Global Limited and you Credit Union and User.

“Credit Union”

Means the credit union who have requested and purchased access and the use of the Payrolld App.

“Effective Date”

Means the date where Credit Union requests and pays for access to the Payrolld App.

“Order/Purchase Form”

Means the Form that Credit Union completes when purchasing Payrolld services and access to and use of the Payrolld App.

“Payroll Deduction Partner”

Means the business or organisation that has partnered with Credit Union for their employees to receive Payroll Deduction Services.

“Payrolld”

Means the Payrolld Application or Payrolld App which is the platform and software that Credit Union is using for the administrating, management and promotion of their Payroll Deduction Services.

“Service Provider”

Means Payrolld as the trading name of Money Global Limited.

“Submissions”

Means sending payroll deduction forms to Credit Union from Payroll Deduction Partner.

“User”

Means the Credit Union and Payroll Deduction Partner who accesses and uses the Payrolld App.

Premise

This PAAS Subscription Agreement (“Agreement”), dated as of the Effective Date, governs the use by Credit Union of the Payrolld (the “PAAS System”), and the services provided by Service Provider in connection with the PAAS System (the “PAAS Services”). This Agreement includes each Order Form that provides the type, quantity and payment terms for the Products purchased from Service Provider and the PAAS Services. In the event of conflict among terms, the order of priority shall be the Order Forms, and this Agreement.

  1. Service Provider agrees to sell the Payrolld Services described in each Order Form, and Credit Union agrees to pay for the Payrolld Services and comply with the terms and conditions set forth in this Agreement, and each Order Form as well as the Privacy Policy. The purchase of Payrolld Services is in connection with accessing the PAAS System and use of the Payrolld Services, for Credit Union’s internal business purposes, including but not limited to payroll deduction management, promotion and administration. The fees are shown in the Order Form. Renewals will be set at the fees within the Order Form with notice of 3 months of an increase or change in fees or fee structure. Subsequent purchases of Products shall be made only from Service Provider, and shall be subject to the terms and conditions of this Agreement.
  2. The Term of Service for the PAAS Services is indicated in the Order Form for the PAAS Services. The PAAS Services may be accessed and used only by the Users specified in the Order Form(s), for the Fees corresponding to that number and type of Users. For each User, Credit Union will be provided a user name (User ID) and password, which enables the number of Credit Union’s Users to access the PAAS System and use the PAAS Services. Following expiration of the Initial Term, the Term of Service will automatically renew for successive periods of one (1) year each unless and until either party gives the other party notice of non-renewal at least 60 days prior to the next scheduled renewal date. Credit Union may elect Early Termination of the Services solely as permitted in the Terms of Purchase and Use for the Services.
  3. Service Provider grants to Credit Union a limited, non-exclusive, terminable, non-transferable license to access the PAAS Services through the PAAS System, or by any other means on which the parties may agree, and to use the PAAS Services during the Term of Service, subject to the Terms of Purchase below, as Service Provider may revise such Terms of Use from time to time.
  4. All other terms and conditions that are part of this Agreement shall be as set forth in the Terms of Purchase, and this Agreement (inclusive of the Terms of Purchase), and all Order Forms completed and approved pursuant to this Agreement, constitute the complete and exclusive terms of the agreement between the parties regarding the subject matter and supersedes all other prior and contemporaneous agreements or communications with respect to the subject matter hereof. In the event of a direct conflict between the terms of this Agreement and the terms of the then-current Terms of Use, the terms of the Agreement shall control.
  5. Credit Union represents and warrants that Credit Union has all necessary authorisation to purchase and pay for Payrolld and PAAS Services indicated in each Order Form.
  6. In addition to the initial Order Form, the parties may enter into one or more additional Order Forms, each of which provides a general description of Payrolld and PAAS Services to be provided to Credit Union. For any Order Form to be effective, it must be in writing and signed or otherwise authenticated by Credit Union. Electronic and fax documents are considered to be in writing for this purpose. All terms and conditions set forth in this PAAS Subscription Agreement are automatically incorporated in, and deemed part of, each such Order Form.
  7. If there is any conflict between the terms of an Order Form and the terms of this PAAS Subscription Agreement or the Terms of Purchase, then the terms of the Order Form shall control. Each Order Form, as supplemented by the terms of this PAAS Subscription Agreement and the Terms of Purchase, constitutes an entire and separate agreement between the parties regarding the Products and PAAS Services covered by that Order Form, and supersedes any other prior oral or written understandings and agreements of the parties regarding Payrolld and PAAS Services covered by that Order Form. Any provisions contained in Credit Union’s own purchase order forms, such as pre-printed terms and conditions typically found on their reverse side, shall not apply and are superseded in their entirety by the provisions of this Subscription Agreement, including the applicable Order Form.

Description of PAAS Services

  • BASIC MONITORING. The PAAS Services include access by Credit Union through the PAAS Credit Union Web-based Portal to the Payrolld App which includes features such as payroll deduction submission by Payroll Deduction Partners; statistical content; promotional submissions; communication channels between Credit Union and Payroll Deduction Partners. It also includes some updates and additional feature which are not subject to increase fees (and are therefore governed by their own Order Forms).

(2) HOSTING AND MANAGEMENT SERVICES. The PAAS Services include the following managed services:

  • Network administration, including communications between the Gateway and the network operations centre through cellular wireless transmission or Credit Union provided Ethernet connection
  • Software administration
  • Data administration
  • Periodic over-the-air firmware upgrades

(3) AUTHORISED USER LICENSE (WEB PORTAL). The Authorized User License for the number of Authorised Users set forth above includes on-going hosting enabling access to the Portal.

 (4) PORTAL AND BUSINESS PROCESS TRAINING. Credit Union will receive training material at the time of purchase and further training materials to be edited and distributed by Credit Union to the Payroll Deduction Partners. Inhouse/On premises charges will incur additional fees as set out upon request for such services by Credit Union to Service Provider.

(5) SUPPORT SERVICES. Support Services include unlimited remote service and support during normal business hours. Credit Union will designate one individual who will be the authorised point of contact for all technical support communications between Service Provider and Credit Union at all times. Service Provider will use commercially reasonable efforts to keep the PAAS System available on a 24 hours a day, 7 day a week basis, via web site access utilizing the Minimum Configuration, subject to occasional scheduled downtime (during non-working hours, for short periods of time, typically on weekends and communicated in advance) for maintenance purposes, unforeseen maintenance and systems outages, or routine testing of the Services. As used herein, “Minimum Configuration” means the minimum configuration of client hardware and software required to access the Services, which, shall be that users have an Internet connection and the latest version of Microsoft Edge, Internet Explorer, Google Chrome, Firefox, and Safari.

Terms of Purchase and Use

PLEASE READ CAREFULLY BEFORE PURCHASING THE PRODUCTS AND USING THIS PAAS SERVICE. BY PURCHASING THE PRODUCTS, AND/OR ACCESSING AND USING THE PAAS SERVICE AND THE ASSOCIATED WEBSITE, APPLICATIONS AND TOOLS, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. THESE TERMS OF PURCHASE AND USE FORM PART OF THE PAAS SUBSCRIPTION AGREEMENT, WHICH YOU ARE REQUIRED TO ACCEPT IN CONNECTION WITH YOUR INITIAL AND ALL SUBSEQUENT PURCHASING OF THE PRODUCTS AND USE OF THE PAAS SERVICE.

Purchase of Access to the Payrolld App and Associated Services

You agree to purchase access to Payrolld App consisting generally of the devices, software and firmware programs incorporated into the master controllers, and other equipment, parts and supplies shown in each Order Form that is completed and approved under the PAAS Subscription Agreement.

If the Order Form provides a schedule for delivery of access, the schedule is an estimate and is subject to the readiness of the site for installation, and scheduling of installers, as applicable. In the event the Payrolld App is not available within a reasonable period of the scheduled delivery of access, you may at your option (a) terminate the purchase of undelivered access to Payrolld App, or (b) to accept postponement of delivery until such time as Service Provider can complete the delivery of access to the Payrolld App. In no event shall Service Provider be liable to you or any users for any delay or impact costs or damages associated with any late, partial or incomplete delivery.

You can only cancel payment for the access to Payrolld App and associated services prior to work undertaken to build Credit Union login and dashboard, and Payroll Deduction Partners login and dashboard – approximately 3 business days after receipt of payment. Any request for cancellation of payment shall be within the absolute and sole discretion of Payrolld staff.

Unless otherwise indicated in the Order Form, you agree to be responsible for all site preparation, including utility connections and procurement of necessary equipment or peripheral devices, and for installation of the Payrolld App.

You are advised that it is your responsibility to determine whether to purchase and pay for extended warranty service, maintenance, installation assistance, training or Credit Union support available for the Payrolld App and supported services. If Service Provider provides any such service in connection with the Payrolld App, Service Provider does so on terms and prices provided in an Order Form completed and approved by Service Provider.

Orders accepted by Service Provider may not be cancelled by you except with Service Provider’s written authorisation.

PAAS Services; Grant of Rights

If PAAS Services are obtained pursuant to an Order Form, Service Provider grants you and your staff (collectively, the “Users”), for the Term of Service indicated in the Order Form, a limited, non-exclusive, terminable, non-transferable license to access and use the services, tools and applications provided through the PAAS Service subject to these Terms of Purchase and Use. The PAAS Service may include download areas and product information provided by Service Provider or third-party vendors. All PAAS Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to these Terms of Purchase and Use. All rights not expressly granted to you and your Users pursuant to the PAAS Subscription Agreement are reserved to Service Provider, and all uses of the PAAS Service not expressly permitted hereunder are prohibited.

Permitted and Prohibited Use

Limited Use. You and your Users may access the PAAS System and use the PAAS Services solely to support and operate in your internal business (i) the access to the Payrolld App purchased by you from Service Provider; and (ii) PAAS Services of payroll deduction management, promotion and administration. Service Provider reserves the right, in its sole discretion, to limit your and/or your Users’ use of the PAAS Services in the event that Service Provider determines that your and/or your Users’ use thereof to be inconsistent with such purposes, and/or otherwise inconsistent with these Terms of Purchase and Use.

Prohibited Uses. You agree, for yourself and all your Users, as a condition of use of the PAAS Services, not to use the PAAS Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You and your Users may not use the PAAS Service in any manner that could damage, disable, overburden, or impair any Service Provider or subscriber server, or the network(s) connected to any Service Provider or subscriber server, or interfere with any other party’s use and enjoyment of any of the PAAS Services. You and your Users may not attempt to gain unauthorised access to any part of the PAAS Services, other accounts, computer systems or networks connected to any Service Provider or subscriber server or to any part of the PAAS Services, through hacking, password mining or any other means. You and your Users may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the PAAS Services. Except as expressly set forth herein, you and your Users may not (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate the PAAS Services, or any associated applications, tools or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide the PAAS Services, or use a robot, spider, or any similar device to copy or catalog any materials or information made available through the PAAS Services; or (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the PAAS Services’ control or security systems, or allow or assist a third party to do so.

Suspension of Service. Service Provider may at any time suspend (or require that you suspend) the access of Users to the PAAS Services and/or disable their Login Information in the event of violation of these terms and conditions. Grounds for doing are not limited but may include, for example, legal or regulatory reasons, investigation of suspicious activities, or action by authorities, or if Service Provider or you have has reason to suspect any such User is engaged in activities that may violate these Terms of Purchase and Use, applicable laws, or subscriber policies, or are otherwise deemed harmful to Service Provider, your organisation, your and our respective network or facilities, or other Users. Service Provider shall not be liable to any User for suspension of PAAS Service, regardless of the grounds.

Ownership; Subscriber and User Submissions

As between you and your Users and Service Provider, the PAAS Services, any material or information provided pursuant to the PAAS Services, and any associated applications, tools or data, and all additions, modifications and improvements made or specified by Service Provider, its agents or contractors, are the property of Service Provider, and are protected by English and international copyright, trademark and patent laws, as applicable. By using the PAAS Services, neither you nor your Users gain any ownership interest in such items.

Service Provider does not claim ownership of the usage information you or your Users provide for the use and operation of the PAAS Services. Service Provider and its vendors and contractors may use such information to operate and administer the PAAS Services. In addition, Service Provider may retain, analyse, use and share such information in anonymous, filtered, or aggregate form for general business purposes.

Service Provider reserves the right to upgrade, modify, replace or reconfigure the PAAS Services at any time, provided that you will be provided at least thirty (30) days’ advance notice for changes that materially and adversely affect any use of the PAAS Services. Service Provider may also change the fee schedule, support terms, and service level agreements for the PAAS Services subject to at least thirty (30) days’ advance notice, except that the change will not apply for the remainder of the Term of Service to the amount and type of PAAS Services you have contracted for under existing Order Forms. Any such notice may be given and shall be effective if posted by Service Provider  if provided in an email sent to your account representative, or if included in any amendment, extension or new version of this Agreement or any Order Form.

Links to Third Party Sites

The PAAS Service may provide links that allow you or your Users to leave Service Provider’s site and/or access third party websites. The linked sites in many cases are not under the control of Service Provider and Service Provider is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Service Provider is not responsible for webcasting or any other form of transmission received from any linked site. Service Provider provides these links only as a convenience, and the inclusion of any link does not imply endorsement by Service Provider of the site.

Use of Passwords; Internet

Each User must have a valid username and password for the purpose of accessing the PAAS Services. You and your Users must keep all Log-In Information strictly confidential. Log-In Information may be used only by the assigned User and may not be shared or transferred without your consent and control.

You and your Users are responsible for maintaining the confidentiality of that User’s username and password. You and your Users are responsible for any and all activities that occur under all your Users’ accounts. You agree to notify Service Provider immediately of any unauthorised use of your Users’ accounts or any other breach of security. Service Provider will not be liable for any loss that you or a User may incur as a result of someone else using your Users’ passwords or accounts, either with or without the applicable Users’ knowledge.

Service Provider does not guarantee the security of any information transmitted to or from you or any User over the Internet, including through the use of e-mail. Access to the Internet, if employed, is your and each User’s sole responsibility and the responsibility of Internet provider(s) you select. Service Provider does not accept any responsibility for failure of service due to Internet facilities, including related telecommunications or equipment.

Communications from Service Provider

Service Provider may periodically contact you or Users for Credit Union service purposes. By accessing the PAAS Services, you and each Use consent to receive such communications. You agree that Service Provider may reference its business relationship with you in its marketing or sales materials.

Communications may include promotional materials relating to Payrolld, Money Global, MoneySmrt and partners. You may opt out of receiving any promotional materials by contacting Payrolld Support.

Payments, etc.

You agree to pay at the time indicated in each Order Form all payments due from you thereunder. If not otherwise indicated in the Order Form, all payments are due 7 Business Days from invoice.

You agree to accept responsibility for paying and reporting (a) all local and international taxes, however designated, levied or based on account of the purchase price of the Payrolld App or PAAS Services or on account of your acquisition or ownership or use of the Products (exclusive only of taxes based on net income derived by Service Provider), and (b) all foreign taxes, export or import tariffs, and custom duties, however designated, levied or based in connection with the sale conducted hereby, the purchase price of the Products and the PAAS Services, or your acquisition or ownership or use of the Products. You agree to hold Service Provider harmless from all claims and liability arising in connection with Purchaser’s failure to report or pay such taxes.

In the event that you default in any of the terms and conditions of the PAAS Subscription Agreement, including these Terms of Purchase and Use and any Order Forms completed and approved thereunder, or a petition for bankruptcy is filed by or against you, then, to the extent permitted by applicable law, Service Provider shall have the right to exercise one or more of the following remedies: (a) To declare the entire amount of the unpaid total purchase price due and payable plus all service fees that would otherwise come due for the remainder of the Term of Service, together with interest thereon at the lesser of 8% per annum or the then highest allowable legal rate per annum. All remedies of Service Provider hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or consecutively and jointly or severally, and the exercise of any one remedy shall not be deemed to be an election of such remedy to preclude the exercise of any other remedy. No failure on the part of Service Provider to exercise, and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by Service Provider of any right or remedy hereunder preclude any other or further exercise of any partially exercised right or remedy.

Notice Specific to Software Available with the PAAS Services

Any software that is made available to download from the PAAS Services (“Software”) is the copyrighted work of Service Provider and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (“License Agreement”). In some cases, you or a User may be unable to install any Software that is accompanied by or includes a License Agreement, unless you first agree to the License Agreement terms.

The Software so provided is made available for download solely for use according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in civil and criminal penalties. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.

Changes to Terms of Use

SERVICE PROVIDER RESERVES THE RIGHT TO CHANGE THESE TERMS OF PURCHASE AND USE FROM TIME TO TIME. SUCH CHANGES WILL BECOME EFFECTIVE WHEN PAAS POSTS THE REVISED TERMS OF USE AS PART OF THE SERVICE OR ON ANY RELATED WEBSITE. THE MOST CURRENT VERSION OF THE TERMS OF USE CAN BE REVIEWED BY CLICKING ON THE “TERMS OF USE” HYPERLINK LOCATED IN THE HOME PAGE FOR THE SERVICE. USERS SHOULD CHECK THE TERMS OF USE FROM TIME TO TIME, AS THEY ARE BOUND BY THE TERMS OF USE SO POSTED FROM AND AFTER THE TIME THE CHANGES ARE POSTED. ANY REVISED TERMS OF USE SHALL SUPERSEDE ALL PREVIOUS VERSIONS.

 

 

Termination of the PAAS Subscription Agreement; Effect of Termination or Expiration

In the event that you breach any term of the PAAS Subscription Agreement, or you or your Users breach these Terms of Purchase and Use, and such breach is not cured within 10 days after receipt of notice thereof from Service Provider, Service Provider may terminate the PAAS Subscription Agreement in whole or in part immediately upon written notice to you. Notwithstanding the foregoing, there shall be no cure period for any Event of Default that is not curable.

Upon expiration or prior termination of the PAAS Subscription Agreement, all rights granted herein shall revert to Service Provider. All access to and use of the PAAS Services by Users must then cease, and all materials, applications and tools downloaded from the PAAS Service must be erased, deleted, or destroyed.

No Warranties, Limitation of Liability

To the extent that the original developer is not Service Provider or its affiliates and such manufacturer makes any warranties covering aspects of the Payrolld App, Service Provider assigns those warranties to you, subject to the conditions and limitations provided by the manufacturer. Service Provider will cooperate with you, at your cost, to process any warranty claim, but Service Provider assumes no other responsibility for such warranties. THE FOREGOING ASSIGNMENT OF WARRANTIES IS EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES PERTAINING TO THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS WARRANTY ARISING FROM ANY DESCRIPTION OR SPECIFICATION PROVIDED FOR THE PRODUCTS, OR ANY SAMPLE OR MODEL PRESENTED TO YOU OR YOUR REPRESENTATIVES, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR TITLE. YOUR EXCLUSIVE REMEDY FOR ANY CLAIM BASED ON THE CONDITION, PERFORMANCE, DEFECT OR NON-CONFORMITY OF THE PAYROLLD APP SHALL BE TO MAKE A CLAIM TO THE ORIGINAL DEVELOPER FOR THE WARRANTIES (IF ANY) PROVIDED BY THE ORIGINAL MANUFACTURER.

THE PAAS SERVICES AND ANY TOOLS, APPLICATIONS, INFORMATION OR MATERIALS PROVIDED TO YOU IN CONNECTION WITH THE PAAS SERVICES ARE PROVIDED “AS IS,” AND ALL WARRANTIES OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RESULTS OR OUTPUT, SECURITY AND, EXCEPT AS MAY BE OTHERWISE STATED IN THIS AGREEMENT, NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. PAAS DOES NOT GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR ACCURACY OF THE PAAS SERVICES.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SERVICE PROVIDER OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF PAAS’S OBLIGATIONS HEREUNDER. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR ANY LOST OR CORRUPTED DATA, DOWNTIME, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, INCLUDING NEGLIGENCE.

Service Provider and its affiliates shall not be liable for loss, injury or damage of any kind to any person or entity resulting from any use, condition, performance, defect or failure in the Payrolld App or the PAAS Services. You and your Users release and waive all claims against Service Provider, its parent, subsidiaries, affiliated companies, agents or content providers, and the directors, trustees, officers, shareholders, employees, agents and representatives of each of the foregoing (the “Service Provider Group”), from any and all claims, damages, liabilities, costs and expenses arising out of your and your Users’ use of the Products and the PAAS Services.

Subscriber Representations

You represent and warrant that (i) you have full power and authority to enter into the PAAS Subscription Agreement, and to agree to all the terms and conditions contained therein and in these Terms of Purchase and Use; (ii) only you and your Users shall per permitted to access the PAAS Services and any related tools, applications, information and materials provided in connection with the PAAS Services; and (iii) you shall obtain and maintain in effect all permits, licenses and authorisations necessary for the purchase and intended use of the Payrolld and the PAAS Services.

Reporting Infringement

By accessing and/or using the PAAS Services, Users agree to report to Service Provider all claims or suspected claims of copyright or other infringement of Service Provider’s intellectual property or other proprietary rights. Claims of infringement should be directed to Support at Payrolld.

Miscellaneous.

Failure to perform by reason of any law, natural disaster, labour controversy, encumbered intellectual property right, war or any similar event beyond a party’s reasonable control shall not be a breach hereof.

Service Provider shall not be liable for any loss or damage of any kind or for any consequences thereof resulting from delay or inability to deliver caused by strikes, lockouts, fire, theft, shortage, inability to obtain materials or shipping space, breakdowns, delays or carriers, manufacturers, or suppliers, acts of God, governmental statutes, proclamations or regulations, riot, civil commotion, war, malicious mischief, receipt of necessary information from Purchaser, or by any cause beyond your reasonable control.

You acknowledge and agree that the PAAS Services and the tools, applications, information and materials provided in connection with the PAAS Services possess a special, unique and extraordinary character that makes difficult the assessment of the monetary damages that would be sustained as a result of unauthorized use, and that unauthorized use may cause immediate and irreparable damage to Service Provider or other Subscribers for which Service Provider or such other Subscribers would not have an adequate remedy at law. Therefore, you agree that, in the event of such unauthorized use, in addition to such other legal and equitable rights and remedies as may be available to Service Provider, Service Provider shall be entitled to injunctive and other equitable relief without the necessity of proving damages or furnishing a bond or other security.

This Agreement shall be construed and enforced under the laws of the England and Wales. User hereby consents to and submits to the jurisdiction of the federal and state courts located in England.

If any provision herein is unenforceable, then such provision shall be of no effect on any other provision hereof.

No waiver of any breach hereof shall be deemed a waiver of any other breach hereof.

Section headings are provided for convenience only, and shall not be used to construe the meaning of any section hereof.

 

 

 

PAYROLLD SERVICES AGREEMENT

 

THIS SERVICE AGREEMENT (the “Agreement”) is entered into between Money Global Limited (through the trading name “Payrolld”) and the Client using Payrolld for business development and payroll deduction processing and engagement services.

WHEREAS, the Client desires to contract with Payrolld to receive payroll deduction services in accordance with terms of this Agreement;

AND, Service Provider desires to provide certain payroll deduction services in order to develop Client’s business activities, on an independent contractor basis as set forth in this Agreement.

 

  1. Definitions

“Agreement” 

means this agreement

 

“Client”

means credit union as purchasing Services

 

“Confidential Information”

means all Personal Data and any information of a commercial, secret, personnel or proprietary nature  (including without limitation the Software, the Data and any information relating to the disclosing party’s know-how, trade secrets and business affairs) disclosed (whether verbally, in writing or by any other means and whether directly or indirectly) by one party to the other party whether before or after the date of this Agreement in connection with this Agreement or the Services

 

“Intellectual Property Rights”

means  patents, trademarks and service marks, database rights, design rights (whether registerable or not), application for any of the foregoing, copyright, know-how, trade or business names and other similar rights or obligations whether registerable or not in any country including but not limited to the United Kingdom.

 

“Service”    

means business development services

 

“Service Provider”

means  Payrolld

 

 

 

 

 

  1. Provision of Services

In consideration of the Client paying to the Service Provider the compensation, the Service Provider shall provide business development services (hereinafter ‘the Services’) in a professional manner and any additional services which the Parties may agree on in accordance with the provisions of this Agreement.

The Service Provider will use all reasonable endeavours to research, engage and arrange meetings on behalf of the Client to set up payroll deduction services.

  1. Term of Agreement

The Term of this Agreement shall commence on the  date on which the Client have ordered the service by filling the form on the Service Provider’s website and continue until terminated by either party.

  1. The Payment

In consideration for provision of the Services, the Client shall pay the Service Provider the advertised amount on www.payrolld.com/credit-unions/ .

The Client will submit an invoice when the Services are completed in accordance with the provision of Services. The Client shall pay any balance within 14 days of the invoice date otherwise the Service Provider shall be entitled to charge the Client interest on the amount unpaid, at the rate of 8 per cent per annum above the Bank of England’s base rate from time to time.

  1. Client obligation

The Client agrees to cooperate with the Service Provider and shall provide any support, information and facilities to the Service Provider as may be required.

The Client will ensure that the Service Provider is provided in good time with all information needed to enable the Service Provider to perform the Services and the Service Provider will be entitled to rely on that information.

The Client shall commit the meeting which Parties agree on the date and the location in advance.

  1. Ownership of Intellectual Property

Unless otherwise agreed in writing, all Intellectual Property Rights arising out of this Agreement shall vest in the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

The Service Provider may use the Client’s Intellectual Property for display its IP on Payrolld and the Service Provider website and for any purpose other than contracted for in this Agreement except with the written concept of the Client. The Service Provider will be responsible for any or all damages resulting from the unauthorized use of the Intellectual Property. 

  1. Confidentiality

Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

The Service Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Service Provider has obtained, except as the written consent of the Client or as required by law.

The foregoing obligations as to confidentiality shall survive any termination of this Agreement howsoever caused.

  1. Modification of Agreement

No alteration, modification or addition to this Agreement shall be valid unless prior written notice of 1 month is made by Service Provider. Written notice may be communicated by email.

  1. Assignment

Neither party shall assign or novate any of their rights under this Agreement, or delegate the performance of any of the obligations or duties hereunder, without the prior written consent of the other party and any attempt to assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be void and of no effect.

  1. Entire Agreement

This Agreement and any other documents referred to in this Agreement or executed in connection with this Agreement is the entire agreement of the parties and supersedes all other representations, negotiations, arrangements, understandings or agreements and all other communications about the subject matter of this Agreement, whether verbal or in writing.

  1. Severability

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part under present and future laws, this Agreement shall nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

  1. Waiver

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party shall not be construed as a waiver of any of its rights under the Agreement and any subsequent breach of the same or other provisions.

  1. Indemnification

To the maximum extent permitted by applicable law, the Client agrees to defend, indemnify and hold the Service Provider and its affiliates, licensors, partners and employees, officers, directors and agents harmless from and against all claims, damages, losses, liabilities, costs, expenses (including reasonable legal fees) arising out of or related to Client’s or its employees’ negligence or wilful misconduct, and any violation of this Agreement or of any law or the rights of any third party.

  1. Warranty and Rights

The Client represents and warrants that (a) it has the power and authority enter into contract, exercise its rights, and perform and comply with its obligations under this Agreement, (b) all information and authorizations provided by the Client are complete, correct and current, (c) the execution or performance of this Agreement will not violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over the Client.

  1. Limitation of Liability

 TO THE FULLEST EXTENT PERMITTED BY LAW, NO PARTY OR ITS AFFILIATES OR LICENSORS MAY BE HELD LIABLE TO THE CLIENT OR ANY THIRD PERSON UNDER OR IN CONNECTION WITH THESE TERMS (WHETHER IN CONTRACT, TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR OTHERWISE) FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM THE SERVICE PROVIDED UNDER THIS AGREEMENT, EVEN IF THE SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

THE SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF (I) THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.

SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY INCLUDING FOR DEATH OR PERSONAL INJURY; RIGHTS.

  1. Termination

Either party may terminate this Agreement at any time for any reason with 1 month notice. In addition Payrolld may terminate this Agreement immediately at any time upon written notice in the event of material breach of this Agreement.

  1. Governing Law

This Agreement shall be governed by and constructed in accordance with the laws of the English and Wales.

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