Neither HG15 Limited nor the Client accepts any terms and conditions in relation to the subject matter of this Document except the terms and conditions in this Document.
1.1 HG15 Limited will provide payment processing services to the Client at the price and terms indicated. HG15 Limited and its Partners will charge and deduct the Processing Fees as indicated and any ancillary transaction-related fees at cost before remitting proceeds to Client. Payments are remitted directly to the Client by the payment gateway, and HG15 Limited does not handle the funds.
1.2 HG15 Limited will provide Client with Additional Services free of charge via the use of HG15 Limited's "API"; said API providing the conduit to HG15 Limited's merchant acquiring account in respect of payments and additionally, content uploaded by Client from time to time via Client's online account.
1.3 Client agrees to use HG15 Limited as a processor of online payments. Client can promote HG15 Limited's services on their website, and any related 3rd party websites.
1.4 HG15 Limited will provide Client with login details to chnet.com which is the gateway where Client manages Client content and accesses payment data and similar information. chnet.com is a fully owned and controlled service of HG15 Limited.
1.5 Funds collected for Client will be held by our Partner until the client requests the transfer of funds, or automatically according to an agreed schedule.
1.6 Use of the HG15 Limited API remains free of charge to Client and subject to the terms outlined in this document.
1.7 Upon termination of any relationship, access to chnet.com (Additional Services) will cease and the API will no longer function in the Client's website.
2.1 In this Document the following words and expressions shall have the following meanings:
2.2 Save as otherwise provided herein, any references in this Document to clauses, paragraphs, parts or schedules are references to the clauses, paragraphs, parts or schedules of this Document unless the context otherwise admits or so requires.
2.3 A reference in a clause part or schedule to a paragraph is, unless otherwise stated, a reference to a paragraph in that clause part or schedule.
2.4 References to the singular shall include the plural and vice versa and reference to any gender shall include other genders.
2.5 The headings to the clauses in this Document are for reference only and shall not affect the interpretation of this Document.
2.6 A reference to a "person" includes any individual, company, corporation, firm, partnership, joint venture, association, state, state agency, institution, foundation or trust (whether or not having a separate legal personality).
2.7 A reference to an English legal term for a legal document, court, judicial process, action, remedy, legal status, official or any other legal concept or thing is, in respect of a jurisdiction other than England, deemed to be a reference to whatever most closely equates to the English legal term in that jurisdiction.
2.8 A reference to "including" or "includes" does not limit the scope of the meaning of the words preceding it.
2.9 A reference to a particular time of day is, unless stated otherwise, a reference to that time in London, UK.
2.10 References to "liability", unless the context otherwise requires, includes claims, demands, proceedings, damages, losses, cost and expenses.
2.11 A reference to a statute or statutory provision includes a reference to any subordinate legislation and is a reference to that statute, statutory provision or subordinate legislation as modified, consolidated, superseded, re-enacted or replaced from time to time after the date of this Document.
2.12 The expressions "subsidiary undertaking" and "parent undertaking" have the meanings given to them by the Companies Act 1985.
3.1 HG15 Limited shall only provide the Services to the Client if and for so long as the Client has a valid relationship in place with HG15 Limited. The Services shall be provided only in relation to the transactions, card types and currencies made available by HG15 Limited.
3.2 HG15 Limited shall not be responsible for the verification of the identity of Payers.
3.3 Any Client Data stored or hosted by HG15 Limited shall be stored on its private network or the networks of subcontractors but HG15 Limited shall not be responsible for the accuracy or otherwise of any Client Data. HG15 Limited operates as a facilitator of transactions. Payer and transaction information when collected by HG15 Limited is done using industry standard encryption.
3.4 HG15 Limited alone may terminate this relationship at any time and without notice should it no longer be in a position to process payments including through inability of its subcontractors to provide Service.
3.5 Refunds Policy and Cancellation: in the event of a Cancellation or Refund, HG15 Limited's Partner will pass on any and all charges incurred in relation to the transaction and will refund funds direct to the cardholder.
3.6 HG15 Limited's Partner shall make timely remittances of payments collected on behalf of Client in accordance with the details provided on the Client's online profile and subject always to Client's obligations at 4.1(a).
4.1 The Client assumes full and sole responsibility for the following:
5.1 On completion of the online Registration Form, Client will create a Username and Password in order to access its HG15 Limited / chnet.com account. It is the Client's responsibility to keep its Username and Password secure.
5.2 A Username, Password or any other Shared Secret may not be shared with any other party. Other users of the Client's Username or Password shall be bound by this Document as if they were the Client. The Client agrees to immediately notify HG15 Limited of any unauthorised use of its Username, Password or Shared Secret or any other breach of security of which the Client becomes aware.
6.1 The Client may contact HG15 Limited for support in relation to the Services using the online Support ticketing system, or via the Contact form, Email, or Telephone.
6.2 Support is available Monday to Friday during normal UK business hours and on a "best-effort" basis outside of these hours.
6.3 From time to time it may be necessary for HG15 Limited to complete maintenance on its systems. If the maintenance is likely to result in unavailability of the Services then HG15 Limited will endeavour to advise Clients in advance.
7.1 From time to time upgrades or enhancements may be introduced by HG15 Limited. HG15 Limited will advise Client of the changes and the Client will (where necessary) implement the changes.
8.1 In consideration of HG15 Limited performing the Services, HG15 Limited will deduct the Charges from payments processed on behalf of the Client.
8.2 Unless expressly stated otherwise in this Document, all sums referred to in this Document shall be exclusive of VAT. Any VAT properly chargeable in respect of sums referred to in this Document shall be payable in addition to such sum at the relevant rate from time to time.
8.3 In all cases, any amounts due under this Document will be paid by the Client to HG15 Limited in full without any right of set-off or deduction.
9.1 The HG15 Limited name and any trading names and trademarks are included in the valuable Intellectual Property of HG15 Limited. All Intellectual Property with respect to the Services and the HG15 Limited name and trademarks, whether now existing or which may hereafter come into existence, are reserved to HG15 Limited. Any goodwill generated through the Client's use of the HG15 Limited name and trademark shall inure solely to the benefit of HG15 Limited.
9.2 Unless expressly provided in this Document, nothing in this Document shall be interpreted as granting to the Client a licence to use any of the Intellectual Property of HG15 Limited.
9.3 The Client will promptly notify HG15 Limited of any infringement or threatened infringement or of any challenges to validity or ownership of any Intellectual Property or other right of HG15 Limited of which the Client becomes aware.
9.4 HG15 Limited may include at its discretion the Client's company name, description and hyperlink on its website and other marketing material.
9.5 The Client may, at its discretion display any HG15 Limited graphics and hyper-links provided to the Client by HG15 Limited on the Client's Internet website.
10.1 Each party agrees not to use any Confidential Information disclosed to it by the Disclosing Party for its own use or for any purpose other than the purposes described in and envisaged by this Document. For the avoidance of doubt, nothing in this Document shall prevent HG15 Limited from utilising Payers' data for the purpose of properly running its business.
10.2 Neither party shall disclose or permit disclosure of any Confidential Information of the Disclosing Party to third parties or to employees of the Recipient, other than directors, officers, employees, consultants, advisers and agents to the extent necessary or desirable for them to have the information in order to carry out their obligations hereunder.
10.3 Each party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the Disclosing Party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorised under this Document to have any such information.
10.4 Subject to clause 9.5, on the earlier of: (a) termination of this relationship; and (b) receipt of a request from one party to do so, the other party will return to the requesting party or destroy all documents, notes and other data which constitute, include or incorporate in any way any Confidential Information and any and all copies thereof.
10.5 Each party shall be permitted to retain: (i) corporate records containing Confidential Information from which Confidential Information cannot be separated; and (ii) one copy of the Confidential Information for the purposes of and for so long as required by any Applicable Laws and regulations or by judicial or administrative process or its legitimate internal compliance procedures.
10.6 Each party will ensure that each person to whom any disclosure of Confidential Information is made in accordance with this clause adheres to the terms of this clause 10 as if he, she or it were a party to this relationship.
11.1 If the relationship between HG15 Limited and Client is terminated, each of the parties will promptly return to the other all property of the other then in its possession. The Client shall cease to use the Additional Services, the Programs and any software provided by HG15 Limited to the Client under this Document. In addition, the Client will remain liable to HG15 Limited for any outstanding amounts owed, including disputed amounts occurring within six (6) months of termination of relationship.
11.2 Notwithstanding the foregoing, HG15 Limited may suspend or terminate the Services without notice and may also terminate this relationship if the Client shall (i) fail to pay any Charges when due, (ii) if the Additional Services are used for other purposes including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Services, (iii) if the Additional Services are used in a manner contrary to what HG15 Limited considers acceptable usage (iv) for scheduled or emergency maintenance (v) in the event that HG15 Limited becomes aware that Client is no longer a Bona Fide Organisation.
11.3 The HG15 Limited Acceptable Usage Policy prohibits the processing of transactions involving the making available or sale of content, services or products which are deemed by HG15 Limited in its sole discretion as being inappropriate or unlawful. HG15 Limited prohibits the processing of transactions using the Services where the transactions would breach the United States Unlawful Internet Gambling Enforcement Act of 2006.
11.7 The provisions in this Document which expressly or by implication are intended to have effect after termination shall continue to apply and be enforceable notwithstanding termination.
12.1 This Clause 12 sets out the entire liability of HG15 Limited to the Client in respect of any breach of its obligations under this Document and/or tortious act and/or omission, negligence and/or representation made in connection with this Document.
12.2 HG15 Limited assumes no responsibility, and the Client shall indemnify and keep indemnified HG15 Limited and its employees or agents for loss, damage, or injury to any person or property arising from: (i) breach by Client of any Applicable Laws; (ii) representations made to payees by the Client; (iii) the inaccuracy or unlawfulness of any content provided by Client; (iv) reliance by the Client on any information issued by its bankers; (v) any fraudulent or erroneous transactions; (vi) any charge-backs or refunds payable to or from any Payers; (vii) any cause over which HG15 Limited does not have direct control; (viii) unauthorized interception or use of data; (ix) any actions by any individual using the Client's Username or Password; (x) any breach by the Client of its obligations under the Data Protection Laws.
12.3 HG15 Limited shall not be liable to the Client or any third party in contract, tort or otherwise for any loss of revenue, business, use, goodwill, anticipated savings, profit, data or for any financial loss whatsoever or for any indirect, special, incidental, punitive or consequential loss or damage howsoever arising in relation to the use of any Additional Services or any failure or error or default by HG15 Limited in the provision thereof.
12.4 In no event whatsoever shall HG15 Limited be liable to the Client for an amount exceeding the amount actually paid to HG15 Limited by the Client for the Services.
12.5 Without prejudice to any other rights or remedies that HG15 Limited may have, the Client acknowledges and agrees that damages alone would not be an adequate remedy for any breach by the client of the provisions of this Document and that accordingly HG15 Limited shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief.
12.6 Nothing in this document limits or excludes liability of either party in respect of: (a) any claims for death or personal injury caused by the negligence of such party; (b) any claims resulting from any fraud including fraudulent misrepresentation; or (c) any claims for which liability may not otherwise lawfully be limited or excluded.
12.7 The rights and remedies provided by this Document are cumulative and do not exclude any rights and remedies provided by law.
12.8 Unless expressly provided otherwise, all agreements, obligations and liabilities assumed in this Document by more than one person are assumed jointly and severally.
13.1 HG15 Limited warrants that: (i) it has the necessary skill to supply the Additional Services; (ii) it will carry out the Services with reasonable care and skill; (iii) the Intellectual Property in the software used in providing the Services vests in HG15 Limited or its licensors; and (iv) it has the right to enter into this relationship and provide the Services hereunder. All other warranties express or implied, in relation to the Additional Services are hereby excluded to the fullest extent permitted by law.
13.2 The Client warrants to HG15 Limited that: (i) it has all necessary licences, permits, authorisations, registrations, approvals, notifications and/or consents to enter into and perform all of its obligations under this Agreement; (ii) it has full capacity and authority to enter into and to perform this relationship; (iii) this relationship has been executed by a duly authorised representative of the Client; (iv) this Document shall constitute its legal, valid and binding obligations; (v) its proposed activities hereunder do not infringe any applicable law or the rights of any third party; and (vi) the terms of this Document do not conflict with any contract entered into with any third party before the date of commencement of the relationship.
14.1 Except in relation to obligations under this Document to make payments when due, neither party shall be liable for any failure, interruption or delay in the performance of its obligations under this Document, in whole or in part, if such delay or failure is due to Force Majeure.
14.2 The parties shall make all reasonable efforts to minimise the effect of Force Majeure upon the performance and fulfilment of this relationship and shall meet as soon as possible and in any event within 48 hours from the date of notice of any Force Majeure to agree upon any action to avoid delays.
14.3 HG15 Limited shall not be in breach of this Document to the extent that its delay in providing, or failure to provide, the Additional Services or perform any other obligation under this Document is a result of a Relief Event, and HG15 Limited shall use all reasonable endeavours to provide any Additional Services and perform its obligations under this Document notwithstanding the Relief Event.
14.4 If HG15 Limited incurs costs in providing any Additional Services as a result of any Relief Event it shall be entitled to recover those costs from the Client.
15.1 HG15 Limited shall comply with its obligations as a data controller and data processor under and all applicable data protection laws and HG15 Limited shall comply with its obligations as a data processor acting on the instructions of the Client under such data protection laws.
15.2 HG15 Limited undertakes that it will: (i) only process data in accordance with the terms of this Agreement; (ii) take such appropriate technical and organisational measures as required to enable it to process data including measures designed to protect any personal data that it processes against any unauthorised use or unlawful processing, and accidental loss, destruction or damage.
15.3 The parties acknowledge that in the course of the performance of this relationship personal data may be transferred outside the European Economic Area ("EEA"), in which event the Client shall prior to the transfer of any personal data outside the EEA: (i) ensure that proper wording is included on documentation presented to Payers and/or Payees notifying them that processing may take place outside the EEA; and (ii) enter into, with HG15 Limited, such appropriate model contracts approved by the European Commission which enable the transfer of personal data outside the EEA.
15.4 HG15 Limited is solely responsible for the lawful collection, delivery, obtaining of consents and use of all donor Data according to the EU GDPR and any other applicable laws and regulations.
15.5 HG15 Limited will process data in accordance with this Document and will only share data where it is necessary for the performance of this relationship.
15.6 HG15 Limited may aggregate information in its database for the purposes of fraud detection and specifically in this event the Client agrees that HG15 Limited can use its historical information to detect possible fraudulent transactions for other clients that use the HG15 Limited service.
16.1 A notice, permission or other communication under or in connection with this document must be: (i) in writing; (ii) in English; (iii) signed by or on behalf of the person giving it; and (iv) sent by recorded delivery post or by fax or email to the relevant party to the contact address set out in this Document.
16.2 Such notices addressed to HG15 Limited should be sent to: HG15 Limited (email address admin@hg15.com).
16.3 Unless there is evidence that it was received earlier, a notice or other communication that complies with clauses 16.1 and 16.2 is deemed given: (i) if sent by recorded delivery post, at 9.00am on the second Business Day after the day of posting; (ii) if sent by email, at the time of its transmission.
16.4 A party may notify the other party of a change to any of its contact details for notices. The notice must comply with the terms of this document and must state the date on which the change is to occur.
16.5 Illegality. If a provision of this document is found to be illegal, invalid or unenforceable, then to the extent it is illegal, invalid or unenforceable, that provision will be given no effect and will be treated as though it were not included in this document, but the validity or enforceability of the remaining provisions of this Document will not be affected.
16.6 Applicable law. This document and all non-contractual obligations arising in any way whatsoever out of or in connection with this document are governed by, and shall be construed and take effect in accordance with English law. The courts of England have exclusive jurisdiction to settle any claim, dispute or matter of difference which may arise in any way whatsoever out of or in connection with this document.
16.7 Counterparts. This document may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when executed and delivered shall constitute an original.
16.8 Amendments. Amendments to or modifications of this document may be made only by mutual Agreement of all parties in writing. Notwithstanding the foregoing, where HG15 Limited requires changes to the Services for technical, operational or business purposes HG15 Limited may make such changes and shall endeavour to give at least 30 days prior notice to the Client.
16.9 Waiver. Failure to exercise, or a delay in exercising, a right or remedy provided by this document or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.
16.10 No partnership. This document shall not constitute any party the legal representative, partner or agent of the other parties nor shall any party have the right or authority to assume, create or incur any liability or obligation of any kind express or implied against or in the name of or on behalf of any other party.
16.11 Assignment. The Client may not assign, transfer, charge or deal in any other manner with this document or any or all of its rights or obligations under it, nor sub-contract any or all of its obligations in this document without having obtained the prior written consent of HG15 Limited.
16.12 The Client may not re-sell or make available the Additional Services to any third parties.
16.13 Entire agreement. The terms laid out in this document (together with any documents referred to in it) sets out the entire agreement between the parties and supersedes any previous agreement or arrangement between the parties relating to the subject matter of it.
16.14 Each party agrees and acknowledges that it has not relied on, or been induced to enter into this relationship by, any warranty, statement, representation or undertaking which is not expressly included in this Document.
16.15 Subject to clause 12.8, no party has any claim or remedy in respect of a warranty, statement, misrepresentation or undertaking made to it by or on behalf of the other party in connection with or relating to the subject matter of this document and which is not expressly included in this document.
16.16 This document shall become effective only upon the Client creating an account at CHnet or any other website owned and operated by HG15 Limited.
17.1 The HG15 Limited API contains a payment area where donors of Clients may make payments.
17.2 The Payer will enter their credit / debit card details on a secure page hosted by HG15 Limited or its agents / subcontractors.
17.3 Successful authorisations may be processed individually or batched on a daily basis and processed by HG15 Limited and/or its subcontractors.
17.4 HG15 Limited's partner remits funds directly to the Client, either on request, or on a regular agreed schedule.
17.5 HG15 Limited operates as a processor or agent for the processing of transactions and not as a repository or information store for Clients.
17.6 HG15 Limited alone is responsible for the collection and delivery of data.
17.7 HG15 Limited may, at its discretion, maintain all Client transactions for the generation of internal reports.
17.8 HG15 Limited operates a payer authentication service — this is used by internet Clients when accepting credit card details online.
17.9 The process involves sending a request to HG15 Limited and or its subcontractors, who in turn submit a request to the appropriate scheme (Visa/MasterCard or other) who in turn determine via the issuer if the Payer is enrolled in the scheme.
17.10 HG15 Limited and/or its subcontractors and agents are capable of processing payments in a variety of currencies. Client must specify in their online profile, the currency of preference in case Client does not hold an account in the currency of an incoming payment.
17.11 Transactions will be processed by HG15 Limited's Partner in the currency selected by the cardholder.
17.12 Where details of a card need to be stored, for example when a repeating payment is set up, HG15 Limited's solution registers a "card alias" to a Payers personal HG15 Limited account, assigned by the card authorisation network. This "card alias" is stored against a Payers personal HG15 Limited account, and enables payments when logged in to that account. The actual card details are not held by HG15 Limited, nor ever seen by HG15 Limited.
17.13 HG15 Limited does not store card details, and only uses the "card alias", and only where applicable.