Please read these terms of service carefully. By using the service (as defined below), you agree to be bound by the terms and conditions described herein (“terms of service” or the “agreement”). These Terms of Service set out the terms that apply to your use of our website and services. We may change these terms from time to time. If we do, we shall post a revision of these terms on our website and your continued use of services shall be subject to such revised terms.

These Terms of Service apply between you (‘customer’) and Crosspay (‘we’, ‘us’)the term “you” or “your” shall refer to you and such organisation (if any).

Our website includes www.crosspaygiving.com and www.crosspaymt.com

SERVICES

1.1 Our Services include:

• Collecting Donations (‘Giving’) – provided by Crosspay Ltd, terms and conditions can be seen here
• Sending International Payments (‘Money Transfer’) – provided by Crosspay Ltd, terms and conditions can be seen here
• Gift Aid Processing – provided by Crosspay Technologies Ltd, governed by these terms of serviceand the terms and conditions seen here
• Church Management Software – provided by Crosspay Technologies Ltd, governed by these terms of service
• Mobile Applications – provided by Crosspay Technologies Ltd, governed by these terms of service
• Website Development and Hosting – provided by Crosspay Technologies Ltd, governed by these terms of service

1.2 We reserve the right to upgrade, maintain, amend, add to or remove items from, redesign, improve or otherwise alter ourServices at our sole and absolute discretion.

2. REGISTRATION AND ACCOUNT

2.1 You may register your interest and/or open an account by completing the information on the registration pages of Crosspay�s website. You are responsible for maintaining the confidentiality of your user name and password.

2.2 By creating an Account, or using our Services, you represent and warrant that:

• You have full authority to create the Account (including on behalf of any organisation);
• You will provide all information necessary to establish and maintain an Account for use of our Services, including background verification information;
• All information you provide, including all information concerning your name, address, credit card number, bank account details, information required for background checks and other identifying information of any nature is true, complete and accurate; and
• You will maintain the accuracy of all information provided to us.

2.3 For the use of some of our services, such as Giving and Money Transfer we are required to comply with certain laws and regulations which require us to obtain from you, and retain, evidence of your personal identity (or directors of your company and/or your ultimate beneficial owners) in our records from time to time. If satisfactory evidence is not promptly provided to us upon request, we cannot provide you with the Service.
2.4 To assist us with meeting our obligations, we may carry out an electronic verification check and credit reference check via third party providers in order to verify your or your shareholders or officers or partners, identity and credit standing. If such searches are carried out, we may keep records of the contents and results of such searches in accordance with all current and applicable laws. You acknowledge that us carrying out an electronic verification check or credit reference agency check will leave a soft footprint on the individual or entity�s credit history. You warrant that you have obtained the consent of each individual officer and shareholder prior to such checks being carried out.
2.5 Crosspay will enter in to a Services Agreement in addition to the standard terms and conditions, which will stipulate the services that the Charities wish to use along with the fees and other mutually agreed specific terms.

3. TERM AND TERMINATION

3.1 Unless you have agreed to a longer term in a separate written agreement, the initial term of this agreement is one year. Thereafter, this agreement will renew automatically from year to year unless you notify Crosspay of your intention to terminate at least thirty (30) days prior to the end of the then-current contract term, in which case your agreement shall terminate on the last day of then-current contract year.
3.2 Crosspay also reserves the right to:

• limit or suspend your access to the Services; and/or
• terminate the Terms of Services or other agreement with you; and/or
• cancel your account; and/or
• remove Customer data uploaded to the Services,

with immediate effect, if in our reasonable opinion you are in breach of any of the obligations or undertakings in these Terms of Service.

3.3 You will remain liable for all obligations related to your Account even after it is closed. In particular, you will be responsible for any outstanding fees and charges that relate to services provided during the term.

3.4 You are responsible for downloading and transferring any content you wish to retain or re-use or deleting that content from your Account. This must be done before termination.

4. PRICING AND PAYMENTS

4.1 By using the Services, you agree to pay all relevant Service Fees.
4.2 The Service Fees are mentioned in the pricing page of our website.
4.3 Additionally, all the relevant Fees and payment terms will be stipulated in the Service Agreement prior to commencement of the provision of services.

5. PRIVACY AND COOKIE POLICY

Please refer to our Privacy Policy and Cookie Policy for information on how we collect, store, use and disclose information from our users.

6. ACCEPTABLE USE

6.1 You will abide by, and utilise the Services only in accordance with our Acceptable Use Policy, as updated from time to time. The Acceptable Use Policy is available on our website.
6.2 Organisation Administrators and Authorised Users and any other Users of the Services must also comply with Acceptable Use Policy.

7. INTELLECTUAL PROPERTY

7.1 Subject to the limited rights expressly granted here under, we reserve all rights, title and interest in and to the Services and content, including all related intellectual property rights. No rights are granted to you here under other than as expressly set forth herein.
7.2 You have the right to access and use applicable Content subject to this Agreement. None shall, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from us, or use the Services or websites in a way that violates any laws, infringes on anyone�s rights, is offensive, or interferes with the Services or Websites.
7.3 Any feedback, answers, questions, comments, suggestions, ideas or the like which you send to us relating to the Services will be treated as being non-confidential and non-proprietary. We may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever.
7.4 You grant to us a non-exclusive, royalty-free, worldwide right and license during the Term to do the following to the extent necessary in the performance of Services:

• digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink the Customer data; and
• make archival or back-up copies of the Customer data and Customer websites.

7.5 Except for the rights expressly granted above, we not acquiring any right, title or interest in or to the Customer data, all of which shall remain solely with Customer.

7.6 We reserve the right to use all data collected, processed or derived by us in relation to the Services, including de-identified Customer data, for the purpose of industry trend and best practices reporting, statistical analysis and research and research relating to the development or improvement of any of our services or products. We will not publish or disclose statistical findings of individual Customer or Donor activity.

8. WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS

8.1 You warrant and represent to us (such representations and warranties to be made both on the date you sign these Terms and on each Contract Date) that:

• all information that you supply to us is complete, true, accurate and not misleading in any material respect;
• all sums which you send to us or are sent to us on your behalf (until these monies become due to us or are paid back to you) are and will remain owned by you and you have not created and will not create any charge or other encumbrance over or in respect of such monies.
• you are acting as principal and not as another party’s agent or representative;
• you are not prevented by any legal disability or subject to any law or regulation from performing your obligations under these Terms and any related transactions contemplated by them.
• you have all necessary consents and have the authority to enter into these Terms and subsequent Contracts and if you are a body corporate, you are properly empowered and have obtained all necessary corporate or other authority pursuant to its constitutional and organisational documents; and
• you comply with all relevant laws, regulations, exchange control requirements and registration requirements.

9. LIMITATION OF LIABILITY

9.1 In no event shall Crosspay or any of its corporate affiliates, independent contractors, service providers or consultants, or any of their respective directors, employees and agents, be liable for any direct, special, indirect or consequential damages, including but not limited to, loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way related to or connected with the service or the customer materials and the service materials contained in or accessed through the service, including without limitation any damages, loss or injury caused by or resulting from reliance on any information obtained from our site or media app, or any other part of the service, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction or unauthorised access to Crosspay�s records, programs or services.
9.2 The aggregate liability of Crosspay, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or any other theory, arising out of or relating in any manner to the use of our site or media app, any other part of the service, or the service materials, shall not exceed any compensation you pay, if any, to Crosspay.

10. INDEMNITY

You agree to indemnify, defend and hold Crosspay, its subsidiaries, affiliated companies and their respective shareholders, directors, officers, employees, agents, attorneys, successors and/or assigns, (the “Indemnified Parties”) harmless from, and to reimburse the Indemnified Parties for, any claims, cost, expenses, losses, demands, damages, legal fees and costs, penalties, and/or liabilities of any kind or nature, resulting from or relating in any way to your use of our Service. You further agree to indemnify, hold harmless and defend Crosspay against any claims asserted or threatened against Crosspay by your end users related to or arising in any way out of your breach of warranties or representations, services, operation of your organization, use of our Service, or failure to provide services. We may defend any such claim, at our option, and you must pay our attorney fees and costs. This indemnity will continue in full force after expiration or termination of this Agreement.

11. CONFIDENTIALITY

11.1 Each party will not, without the prior written consent of the other party, use or disclose to any person any Proprietary Information of the other party disclosed or made available to it, except for use of such Proprietary Information as required in connection with the performance of its obligations or use of theServices or as otherwise provided hereunder. Each party will (i) treat theProprietary Information of the other party as secret and confidential, (ii)limit access to the Proprietary Information of the party to those of its employees who require it in order to effectuate the purposes of this Agreement, and (iii) not disclose the Proprietary Information of the other party to any other Person without the prior written consent of the other party.

11.2 Each party acknowledges that disclosure of any aspect of the Proprietary Information of the other party shall immediately give rise to continuing irreparable injury to the other party inadequately compensable in damages at law, and, without prejudice to any other remedy available to the other party, shall entitle the other party to injunctive or other equitable relief. Upon expiration or termination of these Terms of Service for any reason, each party shall promptly return to the other party all Proprietary Information of the other party (including all copies thereof) in its possession or control.

12. ASSIGNMENT

12.1 You may not assign, transfer or sublicense any of its rights, duties or obligations under these Terms of Service, in whole or in part, to any person or entity without the prior written consent of Crosspay.

12.2 Crosspay may assign any or all of its rights under theseTerms of Service to an affiliate, agent or subcontractor in performing its duties and exercising its rights hereunder; or to any third party acquiring all or substantially all of the assets of Crosspay, without your consentThese Terms of Service shall be binding upon and shall inure to the benefit of the parties here to and their respective successors and permitted assigns.

13. RELATIONSHIP OF THE PARTIES

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Crosspay.

14. THIRD PARTIES

14.1 Subject to The Privacy Policy:

• You understand and accept that Crosspay uses third parties to assist in the delivery of its Services;
• By agreeing to these Terms or by using the Services, you agree to be bound by the Terms of those third parties where they apply;
• Crosspay accepts no liability for your use of these third-party service providers.

15. FORCE MAJEURE

Neither party is liable for any default or delay in the performance of any of its obligations under these Terms of Service (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party�s reasonable control, including, without limitation, fire, flood, acts ofGod, labour disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations here under.

16. DISPUTE RESOLUTION

16.1 If there is a dispute, claim or controversy arising out of or relating to the breach, termination, enforcement, interpretation or validity of any provision of these Terms of Service, either party may commence arbitration by providing a written demand for arbitration, setting forth the subject of the dispute and the relief requested. Arbitration will then be conducted in accordance with the following:

• under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
• The number of arbitrators shall be one.
• The seat, or legal place, of arbitration shall be a country as agreed or, failing agreement, London.
• The language to be used in the arbitral proceedings shall be English.
• The governing law of the contract shall be the substantive law of the England and Wales.

16.2 Nothing in this paragraph precludes the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

17. GOVERNING LAW AND JURISDICTION

17.1 This Agreement and any dispute, claim or obligation (whether contractual or no contractual) arising out of or in connection with this Agreement, its subject matter or formation shall be governed by English law.

17.2 The parties irrevocably agree that the English courts shall have non-exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with this Agreement, its subject matter or formation.

18. WAIVER

No failure or delay by any party hereto to exercise any right or remedy here under shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further the exercise of any other right or remedy. No express waiver or assent by any party here to any breach of or default in any term or condition of these Terms of Service shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.

19. SEVERABILITY

If any of these Terms of Service should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such term shall be enforced only to the extent it is enforceable and the remaining terms shall survive and remain in full force and effect and continue to be binding and enforceable.

20. ENTIRE AGREEMENT

These Terms of Service, including documents incorporated herein by reference,supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and constitutes the sole and entire agreement between the parties with respect to the matters covered hereby. No additional terms or conditions relating to the subject matter of these Terms of Service shall be effective unless approved in writing by any authorized representative of you and Crosspay.

21. NOTICES

21.1 Notices and demands required or contemplated hereunder by one party to the other shall be in writing and, unless otherwise specified, shall be deemed to have been duly made and given upon date of delivery if delivered in person orby an overnight delivery or postal service, or upon the expiration of five days after the date of posting if mailed by certified mail, postage prepaid, to the addresses set forth below.
Crosspay Address for notice:

Crosspay
Suites 1-2, Essex House
Upminster, RM14 2SJ
United Kingdom

21.2 Crosspay may give written notice to Customer via e-mail to the Customer’s e-mail address as maintained in Crosspay’s records. Either party may change its address or facsimile number for purposes of these Terms of Service by notice in writing to the other party as provided herein.