Terms Of Use

WAY2PAY limited

STANDARD CONDITIONS OF SERVICE

Interpretation. In these conditions of service:

"Supplier" means Way2pay Limited, registered in Ireland Company Number no.541166, whose registered office is at NDRC, Digital Hub, Dublin 8, its employees, agents and sub-contractors.

"Customer" means any school that purchases the Services, accepts payment, promotes or advertises activities

"Activities and Events" means events organised by the customer

"Contributions and Donations" means income offered to the customer

"Products" means products offered by the customer to the end user

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

"Services" means the services ordered by the Customer from the Supplier, in an order which has been accepted by the Supplier.

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

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

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

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

"Fees" means the fees payable by the Customer to the Supplier in respect of the Services as more particularly set out in Schedule 1 of this Agreement

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

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

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

BACKGROUND

The Supplier has developed and provides a service consisting of access to a web page which:

Enables customers to register a new account. This new account will be verified by the supplier. After this verification process the supplier reserves the right to refuse to enable the customer access to the way2pay system.

Enables customers to upload Users Data associated with that customer.

Provides an income collection service to the Customer (web based services) for the purpose of collection donations and contributions and passing them immediately to the customer.

Creates a verification process for End Users to identify and verify the accuracy of the information in the payments requests they receive.

Provides a payment web page where End Users can login securely and verify their details before entering a secure payments page to pay voluntary contributions and make other contributions towards activities provided by the customer, using their credit and debit cards.

Provides a text messaging and email service to the customer enabling them to contact the End Users by electronic means (web based services) for the purposes of disseminating information, as required by the customer, relevant to the End Users.

The Customer will use the Supplier's service for the collection of income, contributions and donations from the End Users associated with that customer.

The customer will login securely to the way2pay web based system and set up a request for income from their End User community for a service, activity, event, product or contribution/donation which the customer agrees to supply and take absolute responsibility for its delivery.

The supplier takes no responsibility or accepts any liability for the delivery of the service, activity, event or product advertised by the customer.

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

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

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

The End User agrees that by using the way2pay system they will liaise directly with the customer in relation to supply the activities, events or products. The End User agrees that the customer is requesting payment to their organisation for these activities, events and products. The End User waves their statuary right to make the supplier liable for the delivery of services and products advertised by the customer using the way2pay system.

The End User agrees that by using the way2pay system they will liaise directly with the customer in relation to supply the activities, events or products. The End User agrees that the customer is requesting payment to their organisation for these activities, events and products. The End User waves their statuary right to make the supplier liable for the delivery of services and products advertised by the customer using the way2pay system.

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

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

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

The Customer agrees that it shall be solely responsible for implementing the Password Security Policy

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

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

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

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

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

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

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

remove or alter the Supplier's copyright and other Intellectual Property Rights notices included in the Software and/or any Documentation Intellectual property right

The Customer shall promptly and fully notify the Supplier of:

any actual threatened or suspected infringement in the Territory of any Intellectual Property of the Supplier which comes to the Customer's notice; and

any claim by any third party coming to its notice that the promotion or licensing of the Services in the Territory infringes the rights of any other person.

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

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

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

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

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

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

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

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

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

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

The obligation in clause 20 does not apply to information which (i) is or becomes a part of the public domain through no act or omission of the Supplier; (ii) is lawfully in the possession of the Supplier before such disclosure took place; or (iii) is lawfully disclosed to the Supplier by a third party without restriction on disclosure. This clause survives the expiry or termination of this Agreement for any reason whatever.

On the termination or expiration of this Agreement for any reason

the Customer will deliver up and return all copies of the Software to the Supplier and will expunge all electronic versions of the Software from its computer systems and servers after said termination or expiration

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

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

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

Queries and Complaints. Notification of queries and/or complaints must be notified to the Supplier in writing within 5 days of the problem arising, or days of completion of the Services, whichever is the earlier. Procedure for management of queries and or complaints is outlined in complaints policy, schedule 2.

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

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

Time of Invoice. Unless otherwise agreed in writing, The Supplier may invoice the Customer monthly.

Payment Terms. Unless otherwise agreed in writing by the Supplier, the Customer shall make all payments due to the Supplier, on or within 14 days of the date of the invoice, [by cheque] OR [in cleared funds to the bank account nominated by the Supplier] or Direct Debit

No Deductions. The Customer shall make all payments in Euros, without set-off or counterclaim and free and clear of all taxes, deductions, withholdings and other charges.

Interest. The Customer shall pay to the Supplier interest on any overdue amount at a rate of % per annum above the refinancing base rate of the European Central Bank, from the due date for payment until payment, calculated on a daily basis and compounded monthly.  Interest will be payable both before and after judgment.

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

Remedy. Subject to Clause 32, if the Supplier is in breach of the warranties given by it its liability shall be limited to:

[Correcting the relevant fault, at its own expense; or

at the option of the Supplier, reimbursement of the price of the Services in question.]

No Other Liability. Subject to Clause 32, the Supplier shall have no further liability to the Customer, whether under these conditions of service or on any other basis including liability in tort as a result of the sale of the Services.

Consequential Loss Etc.: Subject to Clause 32, the Supplier shall not under any circumstances be liable to the Customer by reason of any representation or warranty, condition or other term or any duty of common law, or under the express terms of these conditions or service, for any consequential, special, incidental or punitive loss or damage (whether for loss of current or future profits, loss of enterprise value or otherwise) and whether occasioned by the negligence of the Supplier, its employees or agents or otherwise, even if advised of the possibility of such damages.

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

Sub-Contracting: The Supplier may in its discretion delegate any of its duties in the provision of the Services.

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

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

Changes to the terms and conditions

Schoolspace Ltd reserves the right at any time to modify or discontinue, temporarily or permanently the website with or without notice. The customer agrees that Schoolspace Ltd shall not be liable to you or any third party for any modification, suspension or discontinuation of the service.  Every time the customer uses the Schoolspace SMS service they are deemed to have understood and accepted the latest terms and conditions as published at the time.

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

SCHEDULE 1

Price

The Supplier shall charge 4.9 cent per text message, unless otherwise agreed between the supplier and the customer.

The supplier does not charge an Annual Maintenance fees on the basic service.

The supplier charges €149 for a standard rollover.

At the customer's request support services are charged at €45 per hour.

The supplier charges €290 for the online payments service.  The supplier charges 2% on transactions to a maximum of €1.90 per transaction and €19 monthly for using the service.

SMS Bundles are available to purchase in advance on our website at the following rates

10,000 text messages at 3.9cent

20,000 text messages at 3.8cent

50,000 text messages at 3.7cent

100,000 text messages at 3.5cent

Payment is also accepted via PayPal, Laser , Visa and MasterCard

SCHEDULE 2

Complaints & Queries Policy

To follow is the Schoolspace policy for customer complaints and quires in relation to the status of text message delivery to the end user. This policy has been implemented to maintain a high level of customer satisfaction with the Schoolspace Texting system.

On receipt of a complaint by a customer relating to end users not receiving text messages the supplier will

Locate the customer record on the Schoolspace text system and verify it has been correctly input. 

The supplier will investigate the inclusion of this record in the customer group.

The supplier will send a unique text message to the end users mobile phone and request confirmation of receipt.

If following these initial procedures the problem is not resolved the supplier will review the logs and provide the customer with a report on the massage status.

Occasionally the logs will show an error delivering a message.

This can be caused by a problem with the end users mobile phone when the end users phone is switched off for long periods or the message box is full.

There may be an error caused by the networks including poor coverage in an area.

Although the supplier will make every effort to ensure all messages are delivered to end users, the supplier accepts no responsibility for errors in delivery of messages to end users.

SCHEDULE 3

Password Security Policy

To follow are the minimum requirements Schoolspace expect a Customer to take in order to uphold high security on the Schoolspace Texting system,

Keep passwords secure

Never write passwords down

Never tell password to anybody

Change passwords frequently

Always disconnect from the SMS gateway by clicking on the logout button.

The customer must not end the session by closing the browser window (as a back button can regain access to the schoolspace texting system).

The Customer should never leave the SMS gateway open on the Customer's computer.

The system will automatically disconnect after 10 minutes of inactivity.

SCHEDULE 4

SCHEDULE 5

Refund policy for SMS Bundles

Schoolspace have a refund policy for SMS bundles purchased in advance.

Schoolspace ask the customer to contact our customer support team outlining their reason to request a refund.

Simply email us at info@schoolspace.ie specifying the reasons for requesting the refund. The more informative this is, the quicker the process.

Schoolspace customer service department will investigate the request and endeavour to respond to your refund request within 3 days.

All reasonable requests will be granted a refund. Schoolspace endeavour to deliver 90% of all SMS sent within one hour.

Reasons for refunds being granted include,

Non delivery of 10% of messages sent.

Delay of more than 1 hour of delivery of more than 10% of messages sent.

If we agree to your request for a refund, then we will send you a confirmation email and contact you directly to arrange to refund for unused SMS credits.

Our policy is not to refund any credits previously used by the customer being part of the same bundle.

SCHEDULE 6

Way2Pay

1. Registration Process

In using or registering as a new customer on the way2pay website. You represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of any applicable jurisdiction, or in the case of a company or other User that is not an individual  You represent that You have the capacity to enter into a contract with Schoolspace.ie

You also agree to provide:

True, accurate, current and complete information about yourself and your organisation.

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

Schoolspace.ie reserves the right to refuse registration of any organisation at its absolute discretion.

2. Customers

Following the registration process the customer will receive login details from the supplier.

The customer will login and upload the information for their members' parent or guardian phone number, email, and student name, DOB, class and email phone number where necessary.

The customer will login and create a new bill and send it to its community via SMS and Email. The bill will contain the invoice number for the end user.

Customers are at all times responsible for the delivery of service to the End User. The customer is at all-time responsible for the refund of contributions made by the End User using the way2pay payments gateway.

When the end user will pays their bill the customer's dashboard will be updated in real time.

3. EVENTS, ACTIVITIES, PRODUCTS, DONATIONS AND CONTRIBTUIONS

Schoolspace shall not have any responsibility for or liability in connection with the activities of Organisations registered with this Website.

The Customer will use the Supplier's service for the collection of income, contributions and donations from the End Users associated with that customer. Way2pay is a payments gateway enabling collection of income and the immediate transfer of income.  The customer will use Way2pay as payments gateway, similar to an online "cash register" delivering immediate payment information to the customer and immediate transfer of money to the customer's bank account.

The customer will login securely to the way2pay web based system and set up a request for income from their End User community for a service, activity, event, product or contribution/donation which the customer agrees to supply and take absolute responsibility for its delivery.

The supplier takes no responsibility or accepts any liability for the delivery of the service, activity, event or product advertised by the customer.

The End User waves its statuary right to hold the supplier liable for the delivery of these services and except the Customer is the party responsible for the delivery of service in every case.

Registered Organisations in Ireland and the UK can register for way2pay at the absolute discretion of Schoolspace.ie.

4. PAYMENTS MADE USING THE WAY2PAY PAYMENTS GATEWAY

Schoolspace.ie has agreed with each Organisation registered with way2pay that fees and bank fees will automatically be deducted from every payment made using the Way2pay payments gateway.

The fees deducted will be as follows:

Visa Debit Card

Credit Cards

40c for transactions of €10 to €19.99

2.9% on all visa and master cards.

55c for transactions of €20 to €39.99

70c for transactions of €40 to €74.99

€1.00 for transactions of €75 to €150

€1.50 for transactions of more than €150

Visa Debit Card

Credit Cards

35p for transactions of £10 to £19.99

2.9% on all visa and master cards.

45p for transactions of £20 to £39.99

60p for transactions of £40 to £74.99

75p for transactions of £75 to £150

£1.30 for transactions of more than £150

The payment will be processed immediately by Schoolspace and the processing bank, Schoolspace will not hold any money it will be transferred directly in to and out of the Schoolspace bank account.

End users acknowledge that in the absence of fraud they shall not have the right of cancellation of your payment and in placing a payment End Users waive the statutory rights they may have to cancellation of the processing of your payment by Schoolspace.ie. The End User will liaise directly with the customer in relation to refunds.

Schoolspace accepts no responsibility for the activities of their customers.

5. CREDIT CARD PAYMENT

Users making Payments by charge card or credit card hereby agree and assure Schoolspace.ie that:

all charge card or credit card information supplied is true, correct and complete;

the person making the Payment is duly authorized to use the charge card or credit card for that purpose and

the Payment and the fees will be honoured by the donor's credit card company.

all Payments made via the way2pay payments gateway are final unless fraudulent use of the card is proven.

6. USE OF INCOME COLLECTED USING WAY2PAY PAYMENTS GATEWAY

Schoolspace.ie takes no responsibility for any dissatisfaction with the use of income collected via the way2pay payments gateway.

End Users acknowledge that Schoolspace Ltd has no control over the use of payments, which are made to customers registered with way2pay.

If End Users have cause for dissatisfaction with the use of their payments they may contact the Customer directly.

7. LIMITATION OF LIABILITY

Schoolspace.ie shall use reasonable skill and care in the operation of the way2pay. However, Customers acknowledge that:

Schoolspace.ie makes no warranty as to the accuracy, reliability or currency of any information on the way2pay website.

Schoolspace.ie shall not be liable for any interruption or suspension of the way2pay website or related services due to circumstances beyond its control including, without limitation any breakdown in Internet connectivity or security.

Schoolspace shall not be liable for the non-delivery of services advertised by the customer and payment requests sent to the End User using the way2pay income collection tool. Schoolspace transfer income immediately (within 3 days) to the customer's bank account.

8. WAY2PAY REFUND POLICY

Schoolspace accept no responsibility for the delivery of services or product to the End User.

Schoolspace shall not be liable for the non-delivery of services advertised by the customer and payment requests sent to the End User using the way2pay income collection tool. Schoolspace transfer income immediately (within 3 days) to the customer's bank account.

The customer will use way2pay as payments gateway, similar to an online "cash register" delivering immediate payment information to the customer and immediate transfer of money to the customer's bank account.

Way2pay will direct End Users to the customer to obtain a refund for their failure to deliver a service or product to the satisfaction of the End User.

In a case where Schoolspace do give End Users refunds, the customer is immediately required to reimburse Schoolspace for this amount.