Last updated: September 2024
1. Introduction
1.1 ThatRound has developed a specialist software platform which it makes available to Customers on a subscription basis to enable the evaluation and engagement with fundraising services to raise investment for their business.
1.2 ThatRound has agreed to provide and the Customer has agreed to subscribe and pay for the Services subject to these terms and conditions (Terms).
2. Interpretation
2.1 The definitions and rules of interpretation in this clause apply in these Terms.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential by its nature or is identified as such when disclosed.
Customer: the organisation or person that has subscribed for the Services.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the DPA 2018; the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended and any references to Controller, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures shall be as defined in the DPA 2018 and or UK GDPR.
Documentation: any and all documentation made available to the Customer by ThatRound via the Website which sets out the instructions for use of the Services.
DPA 2018: the Data Protection Act 2018.
Effective Date: the date on which the Customer is first granted live access to the Services.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, rights to goodwill and to sue for passing off and unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;
Business Hours: 9.00 am to 5.00 pm UK time, each Business Day.
Privacy Policy: the privacy policy adopted by ThatRound from time to time and accepted by all Authorised Users as a condition of accessing the Services.
Services: the Software subscription services provided by ThatRound to the Customer.
Service Subscription: the subscription for the Services purchased by the Customer pursuant to 9.1 which entitles Authorised Users to access and use the Services in accordance with these Terms.
Software: the proprietary software application licensed by ThatRound to the Customer as part of the Services pursuant to these Terms.
Subscription Fees: the subscription fees payable by the Customer to ThatRound for the Service Subscription.
Subscription Term: has the meaning given in 13.1.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network.
Website: ThatRound website www.thatround.com or such other website address as may be notified to the Customer from time to time.
2.2 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
2.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
2.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
2.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
2.6 A reference to a statute or statutory provision is a reference to it as it is in force as at the Effective Date and shall include all subordinate legislation made as at the Effective Date under that statute or statutory provision.
2.7 A reference to writing or written excludes fax but not email.
3. Service Subscriptions
3.1 Subject to the restrictions set out in this 3 and the other provisions of these Terms, ThatRound grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sub-licences, to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer's business.
3.2 In relation to the Authorised Users, the Customer undertakes that:
(a) each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep their password confidential;
(b) it shall permit ThatRound or ThatRound's designated auditor to audit the Services to establish the name and password of each Authorised User to audit compliance with these Terms; and
(c) if any of the audits referred to in 3.2(b) reveal that the Customer has underpaid Subscription Fees to ThatRound, then without prejudice to ThatRound's other rights, the Customer shall pay to ThatRound an amount equal to such underpayment as calculated in accordance with the relevant prices within 5 Business Days of the date of the relevant audit.
3.3 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted by these Terms:
(i) attempt to copy, modify, duplicate, create derivative works from, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation in any form or media or by any means; or
(ii) attempt to de-compile, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
(b) access all or any part of the Services to build a product or service which competes with the Services;
(c) license, transfer, assign, distribute or otherwise commercially exploit or make the Services available to any third party except the Authorised Users, or
(d) introduce or permit the introduction of, any Virus into ThatRound's network and information systems.
3.4 The rights provided under this 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
4. Services
4.1 ThatRound shall, during the Subscription Term, provide the Services to the Customer on and subject to these Terms.
4.2 ThatRound shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week. ThatRound shall use reasonable endeavour to provide customer support to Customers during Business Hours. ThatRound may amend its service level policy in its sole and absolute discretion at any time.
5. Data protection
5.1 ThatRound and the Customer each warrant in respect of themselves that they will comply with all requirements of the Data Protection Legislation applicable to them in consequence of the delivery of the Services.
5.2 ThatRound will ensure that:
(a) all personal data that it controls will be stored securely according to industry best practice;
(b) it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to it;
(c) any personal data transferred by ThatRound outside of the UK is made in accordance with the requirements of the Data Protection Legislation which shall include the adoption of standard data protection clauses;
(d) any personal data that the Customer provides in connection with the use of the Services including, without limitation, any data provided in connection with payment, will be processed in accordance with the ThatRound’s privacy policy; and
(e) maintain records to demonstrate its compliance with the foregoing provisions of this clause 5.2.
5.3 ThatRound may appoint third party processors to process personal data for the purpose of these Terms, provided that such processors: (a) agree in writing to process that personal data in accordance with ThatRound’s documented instructions; (b) implement appropriate technical and organisational security measures to protect the personal data; and (c) otherwise that they will process the personal data in a manner that will meet the requirements of the DPA 2018.
6. ThatRound’s obligations
6.1 ThatRound undertakes to provide the Services with reasonable skill and care.
6.2 The undertaking at 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to ThatRound's instructions, or modification or alteration of the Services by any party other than ThatRound or ThatRound's duly authorised contractors or agents.
6.3 ThatRound does not warrant that the Customer's use of the Services will be uninterrupted or error-free and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.4 ThatRound is not regulated or authorised by the Financial Conduct Authority. Third parties listed on the Website may or may not be regulated and/or authorised by the Financial Conduct Authority. Customers should make their own enquiries with such third parties as to the regulatory status of such third parties.
7. Customer's obligations
The Customer shall:
(a)provide ThatRound with all necessary co-operation in relation to these Terms and all necessary access to such information as may be required by ThatRound to provide the Services;
(b) without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;
(c) ensure that the Authorised Users use the Services in accordance with these Terms and shall be responsible for any User's breach of these Terms; and
(d) be, to the extent permitted by law, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to ThatRound’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
8. Charges and payment
8.1 The Customer shall pay the Subscription Fees to ThatRound for the Service Subscription in accordance with this clause 9.
8.2 ThatRound offers a variety of payment options and pricing for its Services. Payment options may include the ability to make a web payment using a third party payment processor, such as Stripe. When you make a payment, you explicitly agree to pay the price listed at the time of purchase for the Services.
8.3 ThatRound may share your payment information with payment services providers to process payments; prevent, detect, and investigate fraud or other prohibited activities; facilitate dispute resolution and for other purposes associated with the acceptance of credit or debit cards. It is your responsibility to make sure your banking, credit card, debit card, and/or other payment information is up to date, complete and accurate at all times.
8.4 The Customer will be able to arrange payments to third parties introduced by ThatRound via the Website. These payments shall be processed by ThatRound as agent on behalf of such third parties. These payments on behalf of third parties may arise even after the end of the Subscription Term provided these are legitimate and are hereby approved by the Customer.
8.5 If ThatRound has not received payment within 5 days after the due date, and without prejudice to any other rights and remedies available:
(a) ThatRound may, without liability to the Customer, disable the Customer’s password, account and access and that of any of its Authorised Users to all or part of the Services and ThatRound shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue daily on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.6 All amounts and fees stated or referred to in these Terms:
(a) shall be payable in pounds Sterling;
(b)are, subject to clause 12.3(b), non-cancellable and non-refundable;
(c) are exclusive of credit or debit card charges and bank fees; and
(d) are exclusive of value added tax, which shall (if applicable) be added to ThatRound’s invoice(s) at the appropriate rate.
9. Proprietary rights
9.1 The Customer acknowledges and agrees that ThatRound and/or its licensors own all Intellectual Property Rights in the Services and the Documentation. Except as expressly stated herein, these Terms do not grant the Customer any rights to, under or in, any Intellectual Property Rights, or any other rights or licences in respect of the Services or the Documentation.
ThatRound confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.
10. Indemnity
The Customer shall defend, indemnify and hold ThatRound harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with its use of the Services, provided that:
(a) ThatRound provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
(b) the Customer is given sole authority to defend or settle the claim.
11. Limitation of liability
11.1 Except as expressly provided in these Terms:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer and Authorised Users. ThatRound shall have no liability for any damage caused by errors or omissions in any information or instructions provided to ThatRound by the Customer in connection with the Services, or any actions taken by ThatRound at the Customer’s request or direction;
(b) the Website contains links to other websites. ThatRound assumes no responsibility for the content of such websites and this should not be taken as an endorsement to use such website;
(c) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
(d) the Services are provided to the Customer on an "as is" basis.
11.2 Nothing in these Terms excludes the liability of ThatRound for death or personal injury caused by ThatRound’s negligence or for fraud or fraudulent misrepresentation.
11.3 Subject to clause 12.1 and clause 12.2:
(a) ThatRound shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
(b) ThatRound’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services shall be limited to the total fees paid for the Services during the 12 months immediately preceding the date on which the claim arose.
11.4 In no event shall ThatRound, its employees, agents and sub-contractors be liable to the Customer to the extent that any claim arises in consequence of the Customer’s or User’s use of the Services in a manner contrary to ThatRound’s instructions.
11.5 Nothing in these Terms excludes the liability of the Customer for any breach, infringement or misappropriation of ThatRound’s Intellectual Property Rights in the Services.
12. Term and termination
12.1 ThatRound offers a variety of Subscription Terms with different pricing options. Before the end of the Subscription Term, the Customer shall be able to change the Subscription Term for the next automatic renewal to one of the other Subscription Terms offered on the Website.
12.2 The Services shall, unless otherwise terminated as provided in this 13.1, commence on the Effective Date and shall continue on an automatic renewal basis for the same Subscription Term unless and until:
(a) either party notifies the other party of termination in writing or via the Website, in which case the Services shall terminate at the end of the Subscription Term for which the Customer has paid; or
(b) otherwise terminated in accordance with these Terms;
the duration for which the Services are provided shall be referred to as the Subscription Term.
12.3 Without affecting any other right or remedy available to it, ThatRound may terminate the provision of the Services hereunder with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 10 days after being notified in writing to make such payment; or
(b) the Customer commits a material breach of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified to do so.
12.4 On termination of the Services for any reason:
(a) all licences granted under these Terms shall immediately terminate and the Customer shall immediately cease all use of the Services; and
(b) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.
13. Force majeure
ThatRound shall have no liability to the Customer under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of ThatRound or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, pandemic (including Government responses thereto), malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
14. Variation
ThatRound shall be entitled to amend these Terms at any time and will notify you at least 10 days before we make changes to these Terms so and give you an opportunity to review them before they go into effect.
15. Waiver
No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16. Rights and remedies
Except as expressly provided in these Terms, the rights and remedies provided hereunder are in addition to, and not exclusive of, any rights or remedies provided by law.
17. Severance
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
18. Entire agreement
18.1 These Terms constitute the entire agreement between the parties and supersede and extinguish all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
18.2 Each party acknowledges that it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
19. Assignment
19.1 The Customer shall not, without the prior written consent of ThatRound, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
19.2 ThatRound may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
20. No partnership or agency
Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
21. Third party rights
These Terms do not confer any rights on any person or party (other than the parties hereto and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
22. Notices
22.1 Any notice required to be given under these Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its registered office address, usual place of business, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as notified from time to time.
22.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in Business Hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received on the Business Day following the date of sending or (if shown by a delivery receipt obtained by the sender) at the time of transmission.
23. Governing law and jurisdiction
23.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
23.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).
Last updated: September 2024
1. Introduction
1.1 ThatRound has developed a specialist software platform which it makes available to Customers on a subscription basis to enable the evaluation and engagement with fundraising services to raise investment for their business. These Terms govern the relationship between ThatRound and Partners.
1.2 ThatRound has agreed to provide and the Partner has agreed to subscribe and pay for the Services subject to these terms and conditions (Terms).
2. Interpretation
2.1 The definitions and rules of interpretation in this clause apply in these Terms.
Authorised Users: those employees, agents and independent contractors of the Partner who are authorised to use the Services.
Partners: an organisation or person that is able to provide fundraising services to businesses and has subscribed to the Services hereunder.
Partner Terms: means the agreed form terms of service on which basis the Partner has agreed to provide its services to Customers via the Website.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Business Hours: 9.00 am to 5.00 pm UK time, each Business Day.
Confidential Information: information that is proprietary or confidential by its nature or is identified as such when disclosed.
Customer: an organisation or person that has subscribed to ThatRound and wishes to raise investment and with whom the Partner wishes to engage.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the DPA 2018; the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended and any references to Controller, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures shall be as defined in the DPA 2018 and or UK GDPR.
Documentation: any and all documentation made available to the Partner by ThatRound via the Website which sets out the instructions for use of the Services.
DPA 2018: the Data Protection Act 2018.
Effective Date: the date on which the Partner is first granted live access to the Services.
Funding Engagement means an arrangement between the Partner and Customer where the Partner is appointed to help the Customer raise investment.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, rights to goodwill and to sue for passing off and unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;
Privacy Policy: the privacy policy adopted by ThatRound from time to time and accepted by all Authorised Users as a condition of accessing the Services.
Services: the services provided by ThatRound to the Partner by which the Partner will be entitled to a listing on the Website as a potential provider of fundraising services to a Customer.
Service Subscription: the subscription for the Services purchased by the Partner pursuant to 8.1 which entitles Authorised Users to access and use the Services in accordance with these Terms.
Software: the proprietary software application licensed by ThatRound to the Partner as part of the Services pursuant to these Terms.
Subscription Fees: the subscription fees payable by the Partner to ThatRound for the Service Subscription as set out in clause 8.
Subscription Term: means the period of 12 months.
Referral Fee: a fee payable to ThatRound by the Partner on receipt of any fees earnt in relation to a Funding Engagement with a Customer.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.
Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network.
Website: ThatRound website www.thatround.com or such other website address as may be notified to the Partner from time to time.
2.2 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
2.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
2.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
2.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
2.6 A reference to a statute or statutory provision is a reference to it as it is in force as at the Effective Date and shall include all subordinate legislation made as at the Effective Date under that statute or statutory provision.
2.7 A reference to writing or written excludes fax but not email.
3. Service Subscriptions
3.1 Subject to the restrictions set out in this 3 and the other provisions of these Terms, ThatRound grants to the Partner a non-exclusive, non-transferable right and licence, without the right to grant sub-licences, to permit the Authorised Users to use the Services during the Subscription Term solely for the Partner’s business.
3.2 In relation to the Authorised Users, the Partner undertakes that:
(a) each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep their password confidential;
(b) it shall permit ThatRound or its designated auditor to audit the Services to establish the name and password of each Authorised User to audit compliance with these Terms; and
(c) if any of the audits referred to in 3.2(b) reveal that the Partner has underpaid Subscription Fees or Referral Fees to ThatRound, then without prejudice to ThatRound’s other rights, the Partner shall pay to ThatRound an amount equal to such underpayment as calculated in accordance with the relevant prices within 5 Business Days of the date of the relevant audit.
3.3 The Partner shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted by these Terms:
(i) attempt to copy, modify, duplicate, create derivative works from, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation in any form or media or by any means; or
(ii) attempt to de-compile, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
(b) access all or any part of the Services to build a product or service which competes with the Services;
(c) license, transfer, assign, distribute or otherwise commercially exploit or make the Services available to any third party except the Authorised Users, or
(d) introduce or permit the introduction of, any Virus into ThatRound’s network and information systems.
3.4 The rights provided under this 3 are granted to the Partner only, and shall not be considered granted to any subsidiary or holding company of the Partner.
4. Services
4.1 ThatRound shall, during the Subscription Term, provide the Services to the Partner on and subject to these Terms.
4.2 ThatRound will provide a directory style listing for the Partner on the Website which is displayed to potential Customers looking to raise equity or debt finance for their business. The Partner and Customer may engage and conclude an agreement with each other based on the standard terms ThatRound provides. ThatRound will then offer ongoing services to manage the relationship between the Partner and Customer, as is outlined on the Website Features pages.
4.3 ThatRound shall act as agent on behalf of the Partner to offer the Partner’s services via the Website with authority to bind the Partner to the Partner Terms.
4.4 ThatRound shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week. ThatRound shall use reasonable endeavour to provide customer support to Partners during Business Hours. ThatRound may amend its service level policy in its sole and absolute discretion at any time.
5. Data protection
5.1 ThatRound and the Partner each warrant in respect of themselves that they will comply with all requirements of the Data Protection Legislation applicable to them in consequence of the delivery of the Services.
5.2 ThatRound will ensure that:
(a) all personal data that it controls will be stored securely according to industry best practice;
(b) it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to it;
(c) any personal data transferred by ThatRound outside of the UK is made in accordance with the requirements of the Data Protection Legislation which shall include the adoption of standard data protection clauses;
(d) any personal data that the Partner provides in connection with the use of the Services including, without limitation, any data provided in connection with payment, will be processed in accordance with the ThatRound’s privacy policy; and
(e) maintain records to demonstrate its compliance with the foregoing provisions of this clause 5.2.
5.3 ThatRound may appoint third party processors to process personal data for the purpose of these Terms, provided that such processors: (a) agree in writing to process that personal data in accordance with ThatRound’s documented instructions; (b) implement appropriate technical and organisational security measures to protect the personal data; and (c) otherwise that they will process the personal data in a manner that will meet the requirements of the DPA 2018.
6. ThatRound’s obligations
6.1 ThatRound undertakes to provide the Services with reasonable skill and care.
6.2 The undertaking at 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to ThatRound’s instructions, or modification or alteration of the Services by any party other than ThatRound or ThatRound’s duly authorised contractors or agents.
6.3 ThatRound does not warrant that the Partner’s use of the Services will be uninterrupted or error-free and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Partner acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.4 ThatRound is not regulated or authorised by the Financial Conduct Authority to provide any regulated activity and these Terms shall not require it to carry out any such regulated activity or any activity that would cause it to be or become at any time in breach of the general prohibition contained in section 19 of the Financial Services and Markets Act 2000. ThatRound in its sole discretion, is entitled to refuse to act on any instruction or perform any activity that it determines might cause it to perform any activity which breaches the general prohibition contained in section 19 of the Financial Services and Markets Act 2000.
7. Partner’s obligations
The Partner shall:
(a) provide ThatRound with all necessary co-operation in relation to these Terms and all necessary access to such information as may be required by ThatRound to provide the Services;
(b) without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;
(c) ensure that the Authorised Users use the Services in accordance with these Terms and shall be responsible for any User’s breach of these Terms; and
(d) be, to the extent permitted by law, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to ThatRound’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Partner’s network connections or telecommunications links or caused by the internet.
8. Charges and payment
8.1 The Partner shall pay the Subscription Fees and Referral Fees to ThatRound for the Service Subscription in accordance with this clause 8.
8.2 ThatRound’s charges are:
(a) An ongoing monthly Subscription Fee charge payable during the Subscription Term as agreed by the parties; and
(b) A Referral Fee as agreed by the parties based on a percentage of all fees charged by the Partner to the Customer which becomes due at the same time as any fee is paid to the Partner by the Customer and is payable on the same date as the monthly Subscription Fee.
8.3 Payments shall be made using a third party payment processor, such as Stripe. When you make a payment, you explicitly agree to pay the price and terms listed at the time of purchase for the Services.
8.4 ThatRound may share your payment information with payment services providers to process payments; prevent, detect, and investigate fraud or other prohibited activities; facilitate dispute resolution and for other purposes associated with the acceptance of credit or debit cards. It is your responsibility to make sure your banking, credit card, debit card, and/or other payment information is up to date, complete and accurate at all times.
8.5 The Partner authorises ThatRound to collect payments it is owed by Customers to whom it provides fundraising services. ThatRound shall do so as agent on behalf of the Partner and shall remit such amounts to the Partner within 5 Business Days less any payments the Partner owes to ThatRound in connection with such the Services provided hereunder. These payments may arise even after the end of the Subscription Term.
8.6 If ThatRound has not received payment of the Subscription Fees or Referral Fees within 5 days after the due date, and without prejudice to any other rights and remedies available:
(a) ThatRound may, without liability to the Partner, disable the Partner’s password, account and access and that of any of its Authorised Users to all or part of the Services and ThatRound shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue daily on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.7 All amounts and fees stated or referred to in these Terms:
(a) shall be payable in pounds Sterling;
(b) are, subject to clause 11.3(b), non-cancellable and non-refundable;
(c) are exclusive of credit or debit card charges and bank fees; and
(d) are exclusive of value added tax, which shall (if applicable) be added to ThatRound’s invoice(s) at the appropriate rate.
9. Proprietary rights
9.1 The Partner acknowledges and agrees that ThatRound and/or its licensors own all Intellectual Property Rights in the Services and the Documentation. Except as expressly stated herein, these Terms do not grant the Partner any rights to, under or in, any Intellectual Property Rights, or any other rights or licences in respect of the Services or the Documentation.
9.2 ThatRound confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.
10. Indemnity
The Partner shall defend, indemnify and hold ThatRound harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with its use of the Services, provided that:
(a) ThatRound provides reasonable co-operation to the Partner in the defence and settlement of such claim, at the Partner’s expense; and
(b) the Partner is given sole authority to defend or settle the claim.
11. Limitation of liability
11.1 Except as expressly provided in these Terms:
(a) the Partner assumes sole responsibility for results obtained from the use of the Services by the Partner and Authorised Users. ThatRound shall have no liability for any damage caused by errors or omissions in any information or instructions provided to the Partner by the Customer, or any actions taken by ThatRound at the request or direction of the Partner or Customers;
(b) the Website contains links to other websites. ThatRound assumes no responsibility for the content of such websites and this should not be taken as an endorsement to use such website;
(c) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
(d) the Services are provided to the Partner on an "as is" basis.
11.2 Nothing in these Terms excludes the liability of ThatRound for death or personal injury caused by ThatRound’s negligence or for fraud or fraudulent misrepresentation.
11.3 Subject to clause 11.1 and clause 11.2:
(a) ThatRound shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
(b) ThatRound’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services shall be limited to the total fees paid for the Services during the 12 months immediately preceding the date on which the claim arose.
11.4 In no event shall ThatRound, its employees, agents and sub-contractors be liable to the Partner to the extent that any claim arises in consequence of the Partner’s or Authorised User’s use of the Services in a manner contrary to ThatRound’s instructions.
11.5 Nothing in these Terms excludes the liability of the Partner for any breach, infringement or misappropriation of ThatRound’s Intellectual Property Rights in the Services.
12. Term and termination
12.1 The Services shall, unless otherwise terminated as provided in this 12, commence on the Effective Date and shall continue on an automatic renewal basis for the same Subscription Term unless and until:
(a) the Partner notifies ThatRound of its wish to terminate on 3 calendar months’ notice in writing or via the Website, in which case the Services shall terminate at the end of the fourth calendar month in which the Partner has served its notice to terminate; or
(b) otherwise terminated in accordance with these Terms;
the duration for which the Services are provided shall be referred to as the Subscription Term.
12.2 Without affecting any other right or remedy available to it, ThatRound may terminate the provision of the Services hereunder with immediate effect by giving written notice to the Partner.
12.3 On termination of the Services for any reason:
(a) all licences granted under these Terms shall immediately terminate and the Partner shall immediately cease all use of the Services; and
(b) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including:
(i) the right to receive the Referral Fee; and
(ii) the right to claim damages in respect of any breach of these Terms which existed at or before the date of
termination shall not be affected or prejudiced.
13. Force majeure
ThatRound shall have no liability to the Partner under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of ThatRound or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, pandemic (including Government responses thereto), malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
14. Variation
ThatRound shall be entitled to amend these Terms at any time and will notify you at least 10 days before we make changes to these Terms so and give you an opportunity to review them before they go into effect.
15. Waiver
No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16. Rights and remedies
Except as expressly provided in these Terms, the rights and remedies provided hereunder are in addition to, and not exclusive of, any rights or remedies provided by law.
17. Severance
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
18. Entire agreement
18.1 These Terms constitute the entire agreement between the parties and supersede and extinguish all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
18.2 Each party acknowledges that it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
19. Assignment
19.1 The Partner shall not, without the prior written consent of ThatRound, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
19.2 ThatRound may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
20. No partnership
20.1 Nothing in these Terms is intended to or shall operate to create a partnership between the parties, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
20.2 ThatRound shall act as an agent on behalf of the Partner for the specific purposes of issuing the Partner’s invoices to Customers in connection with any fees and charges agreed between the Partner and Customers and to collect and receive payments on behalf of Customers owed to Partners.
21. Third party rights
These Terms do not confer any rights on any person or party (other than the parties hereto and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
22. Notices
22.1 Any notice required to be given under these Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its registered office address, usual place of business, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as notified from time to time.
22.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in Business Hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received on the Business Day following the date of sending or (if shown by a delivery receipt obtained by the sender) at the time of transmission.
23. Governing law and jurisdiction
23.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
23.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).
