Terms and Conditions

1. LICENCE AND RIGHTS

YOUR LICENCE

1.1 In consideration of you paying our Fee (as detailed in clause 4), we grant to you a non-exclusive, non-transferable licence to use the iKnow Charity cloud-based software and/or mobile app (“the Software”) in accordance with your rights set out below.

1.2 This Licence starts on the Commencement Date given on the Signature Sheet and shall continue until terminated in accordance with clause 8.

YOUR RIGHTS

1.3 You have the right for the duration of this Licence to:

(a) access the Software;

(b) download our app;

(c) use the Software in order to provide a website for your charity;

(d) use the Software to carry out the administrative functions of your charity;

(e) subject to any limits, provide user accounts to your individual users so that they can access their own accounts in accordance with our End User Licence; and

(f) organise, take bookings and payments for events.

1.4 We will provide the support services detailed in the schedule without further charge (unless agreed otherwise between us).

1.5 You understand and acknowledge that:

(a) use of the Software is restricted to use by you in order to carry out the administrative functions for your charity or organisation and it does not permit you to use the Software to provide services to another organisation; 

(b) you may not allow any third party to use the Software or any unique access code or password except as permitted under this Licence;

(c) you may not access all or any part of the Software, or allow any third-party access, in order to build a product or service which competes with the Software or us; and

(d) you may not (or permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make corrections to any part of the Software.

2. YOUR RESPONSIBILITIES

2.1 You shall:

(a) comply with our reasonable advice regarding the appropriate platforms (including hardware) for accessing the Software;

(b) provide remote access to your systems upon request so that we can comply with our obligations under this Licence; 

(c) comply with all legal obligations when using the Software;

(d) comply with the provisions of our Privacy Policy and Website Terms and Conditions;

(e) comply with the terms of our End User Licence Agreement when accessing the Software as an individual user;

(f) ensure that any personal information that you or any individual user collects and processes using the Software is done in accordance with any applicable data protection legislation and you will indemnify us against any damages we may incur in the event that you breach this obligation;

(g) comply with any child protection legislation and safeguarding guidance when using the Software;

(h) ensure that any individual users agree to, and comply with, our End User Licence terms; 

(i) pay our fee in accordance with this Licence; and

(j) indemnify us against any claims made by any individual whom you have granted access to the Software, where such a claim arises from your actions or any information (including personal data) that you have inputed into the Software.

3. YOUR DATA AND PERSONAL DATA

YOUR DATA

3.1 You own all rights, title and interest in and to all the data (including personal data) that you input into the Software and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of your data.

3.2 We have standard archiving procedures set out in our Back-Up Policy, as such document may be amended by us at our sole discretion from time to time.

3.3 In the event of any loss or damage to your data (excluding personal information), your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged data from the latest back-up of such data maintained by us.

3.4 On termination for any reason, provided there are no sums outstanding, we will, if requested, promptly provide you with a copy of your data.

PERSONAL DATA

3.5 Both of us will comply with all applicable requirements of the GDPR (in so far as it applies to the UK) and any UK data protection legislation in force at the time.

3.6 You shall at all times remain the data controller of the personal data that you input into the Software and we shall be your data processor.

3.7 You shall ensure that you have all necessary consents, or that you have complied with another processing condition, and have the appropriate consent notices in place to enable the lawful transfer of any personal information to us for the duration and for the purposes of this Licence.  

3.8 Whilst our Software assists you to collect the relevant consent(s) and provides data collection notices, you shall remain entirely responsible for ensuring compliance with data protection legislation and shall obtain your own advice on the adequacy of such notices, particularly where personal data is collected from children or contains special category personal data.

3.9 We warrant that to the extent that we store or process any personal data on your behalf we will:

(a) act only on your instructions; 

(b) have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal information. Such measures shall be appropriate to any harm that might result in such unauthorised or unlawful use;

(c) ensure all staff who have access to personal data are obliged to keep it confidential;

(d) assist you (if requested) to respond to a request by an individual in relation to their personal data;

(e) assist you (if requested) with any breach notifications, impact assessments or investigation by a supervisory authority; 

(f) destroy any copies of the personal data on termination unless otherwise required by law; 

(g) maintain complete and accurate records to demonstrate its compliance with this clause and allow for audits by you; and 

(h) maintain a register of data processing (if appropriate).

3.10 We shall not appoint any third party sub-processors without your consent and shall only do so if they have entered into terms substantially the same as these terms. 

3.11 If any transfer of information is to a country outside of the European Economic Area or is to a country that has not been deemed to have adequate protection for personal information by the EU, then we shall ensure that we enter into a data transfer agreement containing the EU Standard Contractual clauses.

4. LICENCE FEES

4.1 The details of the Licence Fee and payments are shown on our pricing page.

4.2 The Licence Fee may increase in the event that you request to increase the number of users of the Software.

4.3 In the event that you fail to make a payment on time, we may suspend your use of the Software until we receive payment from you.

4.4 All payments shall be made using direct debit. An administration fee may be charged for late payments or returned direct debits.

5. SUPPORT SERVICES

5.1 We shall use commercially reasonable endeavours to make the Software available 24 hours a day, seven days a week except for planned maintenance.

5.2 We warrant that the Software is, so far as we are aware, free of material defects and has been created in accordance with good industry practice.  If you discover a defect or fault with the Software (and such defect or fault does not result from you, or anyone acting on your authority having amended or misused the Software), you shall provide us with all the information that may be necessary to assist us in resolving the defect, including sufficient information to enable us to re-create the defect and shall endeavour to do so within 48 hours of discovering the defect or fault.

5.3 We do not warrant that your use of the Software will be uninterrupted or error-free.

5.4 You accept responsibility for the selection of the Software to achieve the results you require.

5.5 All other warranties, conditions and other terms implied by statute or common law are excluded from this Licence to the fullest extent permitted by law.

6. LIMITS OF LIABILITY

6.1 The following provisions set out our entire liability (including any liability for the acts or omissions of our employees) to you in respect of any breach of this Licence and any representation, statement or tortious act or omission (including negligence) arising out of or in connection with the Licence.

6.2 Nothing in these conditions excludes or limits our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.

6.3 Subject to clause 6.2 

(a) Because we cannot work out the potential harm to you, we shall have no liability for any loss or damage which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, which fall within the following categories:

(a) lost income, loss of profits, anticipated savings, business opportunity or goodwill;

(b) loss of or corruption of data; and 

(c) downtime.

(d) Our total liability whether in contract, tort or otherwise and whether in connection with this Licence or any collateral contract, shall in no circumstances exceed the fees payable to us  for a month.

7. Intellectual property rights 

7.1 You acknowledge that all Intellectual Property Rights in the Software shall belong to us, and you shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Licence.

8. Termination

8.1 We may terminate this Licence at any time on written notice if you:

(a) are in material or persistent breach of any of the terms of this Licence and either that breach is incapable of remedy, or you fail to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or

(b) you cease to exist; or 

(c) we give you 3 months written notice.

8.2 You may terminate this agreement by giving us 3 months written notice. Such notice cannot expire earlier than 9 months after the Commencement Date.

8.3 On termination for any reason:

(a) all rights granted under this Licence shall cease;

(b) we will disable your account;

(c) you shall cease all activities authorised by this Licence;

(d)  you shall immediately pay to us any sums due; and

(e) you shall delete all copies of any locally stored parts of the Software.

8.4 Termination by either party in accordance with the rights contained in clause 8 shall be without prejudice to any other rights or remedies of that party accrued prior to termination.

9. Force majeure

No party shall be liable to the other for any delay or non-performance of its obligations under this Licence arising from any cause beyond its control.  For the avoidance of doubt, nothing in clause 9 shall excuse you from any payment obligations under this Licence.

10. Variations

We may amend these Licence Terms and Conditions from time to time and will use reasonable endeavours to bring any changes to your attention. 

11.THIRD PARTIES

No term of this Licence is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this Licence.

12. Notices

Any notice required to be given pursuant to this Licence shall be in writing, and shall be sent to the other party marked for the attention of the person at the address set out for such party in this Licence. Notices may be sent by first-class mail or e-mail. Correctly addressed notices sent by first-class mail shall be deemed to have been delivered 72 hours after posting. Correctly addressed notices sent by e-mail shall be deemed to have been given at the end of the first business day after effective transmission of the e-mail. 

13. Entire Licence

This Licence contains the whole Licence between the parties relating to the subject matter hereof and supersede all prior Licences, arrangements and understandings between the parties relating to that subject matter, save for any fraudulent misrepresentations.

14. Governing law and jurisdiction

This Licence shall be governed by and construed in accordance with English law and each party hereby submits to the non-exclusive jurisdiction of the English courts.

 

Schedule

Support Services

1) General support 

We provide first line support by email and telephone for systems not working or ad hoc enquiries on the current released version of the Software.

  • Support will be available between 8.30am and 5pm GMT (Working Hours).
  • We will provide updates on progress of any issues as appropriate.

2) Upgrades/Scheduled Releases

  • We will issue periodic updates of the Software.  

3) Services not covered 

  • We reserve the right to charge for the following:
    • support required as a result of you breaching the terms of the iKnow Church Licence, modifying your data other than by use of the Software, altering structures or functions;
    • programming of user specified modifications; and
    • training.

4) Fees for Additional Services

You will be informed of any such charges at the time of the request and support charges will be at the current price.