Websites made easy – Service Terms and Conditions (for Brochure Sites)
1. Definitions and Interpretation
1.1 In these terms and conditions, the following terms (whether used in singular or plural form) shall have the following meanings:
Approval Date means the date of receipt by takepayments of the signed Approval Form from the Merchant;
Approval Form means the form signed (or to be signed) by or on behalf of the Merchant to confirm that the Merchant has approved the Website created by takepayments (and which, if applicable, sets out details of any changes agreed by the parties to the nature and/or scope of the Service from that set out in the Service Agreement);
Controller has the meaning set out in the UK GDPR;
Cookie Policy means the cookie policy provided (or to be provided) by takepayments and incorporated (or to be incorporated) into the Website by takepayments pursuant to clause 4.10;
Data Laws means all applicable laws and regulations relating to the processing and privacy of personal data, including the Data Protection Act 2018 and the UK GDPR;
Extended Period means a period of twelve (12) months commencing on the expiry of the Minimum Period or (as the case may be) commencing on the date on which the previous such twelve-month period expires;
General Conditions means the ‘Websites made easy - General Terms and Conditions’ (as may be amended from time to time);
Hosting means the provision of technologies and services (including computer servers) needed for the Website to be viewed and accessed on the Internet (and Hosted shall be construed accordingly);
Hosting Personal Data means Personal Data which is Processed by takepayments, in its capacity as Processor on behalf of the Merchant as Controller, in connection with the provision of the Website, the Hosting or the Hosting Support;
Hosting Provider means the third party which licences, provides or otherwise makes available the Hosting to takepayments, for the purposes of the Service;
Hosting Support means such of the Relevant Support as is applicable to the Hosting;
Merchant Content means the Merchant Domain, the items provided by the Merchant for inclusion on the Website pursuant to paragraphs 9.2 and 9.4 and (where applicable) any material or content included on the Website as a result of any changes made by or on behalf of the Merchant pursuant to the functionalities referred to in paragraph 4.8;
Merchant Domain means any url owned by the Merchant or licensed to the Merchant from any third party on which the Website is Hosted (or is to be Hosted);
Merchant Marks means the Merchant’s name and any applicable logos or trade marks owned or used by the Merchant;
Minimum Period means a period of 12 months from (and including) the Effective Date;
Network Attack means any attempt (whether successful or otherwise) to breach the security of or access to the Website or the Systems where such attempt is not for bona fide purposes or any distributed denial of service attack which is designed or intended to reduce the efficiency of the Website or the Systems;
Other Personal Data means any Personal Data where any of the Third Party Providers is responsible for determining the manner and purpose of its Processing;
Other Service Providers means third party service providers which provide (or appear to provide) services which may be of assistance to the Merchant regarding any of its obligations under clause 9.4 and/or the provision of any Merchant Content;
Personal Data has the meaning set out in the UK GDPR;
Processing has the meaning given to such term in the UK GDPR (and Process shall be construed accordingly);
Promotional Material has the meaning set out in paragraph 6.1;
Promotional Material Removal Charge means the prevailing charge for removing the Promotional Material from the Merchant Site pursuant to paragraph 6.9, as set out in the Other Charges List in paragraph 17;
Relevant Personal Data means any Personal Data where takepayments is responsible for determining the manner and purpose of its Processing;
Relevant Support means (as applicable) the Support Services and/or any Support;
Support Services means the services set out in paragraph 5.1;
Terms means these terms and conditions (as may be amended from time to time);
Territory means The United Kingdom of Great Britain and Northern Ireland (including the Channel Islands and the Isle of Man);
Third Party Providers means the Hosting Provider and/or any other Relevant Provider (as applicable);
TP Site means takepayments’ website at www.takepayments.com/online-payments/websites;
Website has the meaning set out in paragraph 3.1.1;
Website Changes has the meaning set out in paragraph 10.1; and
Website Changes Table means the table set out in paragraph 18 which sets out details of certain potential changes and additions to the Website and the applicable charges where such changes or additions are implemented.
1.2 Without prejudice to clause 1 of the General Conditions, any terms which are defined in the General Conditions shall have the meaning so given to them when used in these Terms.
2. Duration of the Contract
2.1 For the purposes of these Terms, the ‘Effective Date’ shall be the date on which Hosting commences pursuant to paragraph 4.6.
2.2 Subject to clause 2.3 of the General Conditions, unless the Contract is terminated earlier in accordance with its provisions:
2.2.1 the Service shall be provided for the Minimum Period; and
2.2.2 the provision of the Service shall continue after the expiry of the Minimum Period for each Extended Period unless and until the Merchant terminates the Contract in accordance with paragraph 2.3.
2.3 The Merchant may terminate the Contract for the Service:
2.3.1 on or after the expiry of the Minimum Period; or
2.3.2 on the expiry of any Extended Period,
by giving not less than two (2) months’ prior written notice to takepayments.
2.4 For the avoidance of doubt, where any notice served by the Merchant pursuant to paragraph 2.3 is not served within sufficient time to give the full period of notice (as required by such paragraph) prior to the expiry of the Minimum Period or (as the case may be) the relevant Extended Period, then such notice shall not take effect until the expiry of the subsequent Extended Period.
3. The Service
3.1 Subject to the relevant provisions of the Contract, the Service shall comprise:
3.1.1 the creation and provision of a website for the Merchant (the “Website”); and
3.1.2 the Hosting (on a url provided by takepayments or on the Merchant Domain, at the Merchant’s option but subject to clause 9.5).
3.2 Notwithstanding reference to any other services on the TP Site (and without prejudice to clause 13.16 of the General Conditions), for the purposes of the Contract the nature and scope of the Service shall (unless otherwise expressly provided on the Approval Form) be as set out in the Service Agreement and as more particularly described on the TP Site with regard to such Service.
3.3 If, after the Merchant has signed the Service Agreement but before the Website is Hosted, the parties agree to alter the nature and/or scope of the Service from that set out in the Service Agreement then the Approval Form shall set out the applicable nature and/or scope of the Service which has been so agreed. For the avoidance of doubt, in such circumstances:
3.3.1 for the purposes of the Contract, the Service shall be as referred to in the Approval Form with effect from (and including) the Approval Date and references in the Contract to the Service (including references to the Service Agreement insofar as applicable to the description of the Services) shall be construed accordingly; and
3.3.2 with effect from (and including) the Approval Date, the Service as referred to in the Service Agreement shall not apply for the purposes of the Contract, but this shall not affect the provisions of the Contract (including in the Service Agreement) as applicable prior to the Approval Date.
3.4 Without prejudice to any other provision of the Contract, takepayments may, from time to time (and at its absolute discretion):
3.4.1 make the Merchant aware of the existence of Other Service Providers; and/or
3.4.2 provide assistance to the Merchant in connection with its use of any services provided by Other Service Providers. Such assistance shall be in such form as takepayments may, in its absolute discretion, determine from time to time (and subject always to clause 3.5).
3.5 The Merchant acknowledges and agrees that:
3.5.1 notwithstanding that takepayments may make the Merchant aware of the existence of Other Service Providers:
3.5.1.1 (unless expressly otherwise stated by takepayments in writing) takepayments does not recommend or otherwise endorse any Other Service Provider;
3.5.1.2 the engagement of any Other Service Provider by the Merchant is solely a matter between the Merchant and such Other Service Provider and any ensuing contract shall only be between the Merchant and the relevant Other Service Provider; and
3.5.2 any assistance provided by takepayments as referred to in clause 3.4.2 is provided purely as an aid to the Merchant regarding its use of the services provided by the relevant Other Service Provider and accordingly, notwithstanding the provision of such assistance:
3.5.2.1 it is the Merchant’s sole responsibility to ensure that the information and responses provided to the Other Service Provider in connection with such services are truthful, complete and accurate in all respects;
3.5.2.2 such assistance shall not relieve the Merchant of its obligations in connection with the contract for such services, which shall remain the sole responsibility of the Merchant at all times; and
3.5.2.3 takepayments shall have no responsibility or liability to the Merchant in respect of such provision of such assistance; and
3.5.3 takepayments shall have no responsibility or liability to the Merchant in respect of the services provided or contemplated to be provided to the Merchant by any Other Service Providers.
4. Provision of the Website and Hosting
4.1 takepayments shall commence building the Website within a reasonable period after the Commencement Date, subject to the Merchant:
4.1.1 identifying and confirming to takepayments which template the Merchant wishes to base the Website on, from the selection made available on the TP Site; and
4.1.2 providing the items referred to in paragraphs 9.2 and 9.4.
4.2 After the Website has been completed in accordance with the provisions of the Contract, takepayments shall issue the Approval Form to the Merchant for signature and return.
4.3 The Merchant shall sign and return the Approval Form to takepayments within 7 (seven) days of it being sent to the Merchant. Should the Merchant wish to change any details on the Approval Form issued to it then it shall notify takepayments promptly after receipt of the Approval Form (and in any event prior to the expiry of such 7-day period).
4.4 Signature of the Approval Form by or on behalf of the Merchant shall constitute the Merchant’s confirmation that the Website has been Merchant has created and completed to the Merchant’s satisfaction.
4.5 Subject to these Terms and any other applicable provisions of the Contract (and in consideration of the payment of the applicable Service Charges by the Merchant), takepayments grants to the Merchant the right to use the Website (once Hosted), in the Territory during the term of the Contract, for the proper purposes of the Merchant’s business.
4.6 The provision of the Hosting shall commence within a reasonable period after the Approval Date.
4.7 Unless otherwise expressly agreed in writing by takepayments, no ‘search engine optimisation’ or similar services shall be provided by takepayments in connection with the Website.
4.8 The provision of the Website shall (unless otherwise specified by takepayments or otherwise specified on the TP Site or in the Approval Form) include the functionality for the Merchant to edit certain aspects of the Website content, to edit the product menu options on the Website, to copy and paste images on elements of the Website content and to effect some minor changes to the ‘look and feel’ of the Website (subject to the available options applicable to the Service for the Website as referred to in paragraph 3.2).
4.9 takepayments may, in its sole and absolute discretion, update and/or amend the Website and any content thereon (excluding the Merchant Content) at any time and for any reason, without being required to give any notice to the Merchant, provided always that the Website’s functionality and features are not materially adversely affected.
4.10 As part of the provision of the Service, takepayments shall provide and incorporate into the Website a cookie policy covering the features and functionalities of the applicable cookies on the Website, as provided by takepayments (and as approved by the Merchant pursuant to clause 4.4) or as may be amended from time to time pursuant to clause 4.13.
4.11 takepayments shall use reasonable endeavours to ensure that the Cookie Policy:
4.11.1 accurately reflects the features and functionalities of the applicable cookies on the Website, as provided by takepayments (and as approved by the Merchant pursuant to clause 4.4) or as may be amended from time to time pursuant to clause 4.13; and
4.11.2 conforms with Applicable Laws, to the extent applicable to the Cookie Policy alone (and having regard only to the applicable features and functionalities referred to in clause 4.11.1).
4.12 For the avoidance of doubt:
4.12.1 takepayments does not warrant that the Cookie Policy will conform with Applicable Laws;
4.12.2 takepayments shall have no responsibility for assessing or altering the content of the Cookie Policy with regard to the provisions of the privacy policy or the terms and conditions to be provided by the Merchant pursuant to clause 9.4.3; and
4.12.3 it shall be the Merchant’s sole responsibility to ensure that the provisions of the privacy policy (and, where applicable, the terms and conditions) to be provided by the Merchant pursuant to clause 9.4.3 accurately reflect the provisions of the Cookie Policy and are consistent with (and compatible with) with the provisions of the Cookie Policy.
4.13 takepayments may, in its sole and absolute discretion, update and/or amend the Website and any content thereon (excluding the Merchant Content) at any time and for any reason, without being required to give any notice to the Merchant, provided always that the Website’s functionality and features are not materially adversely affected.
5. Provision of Support Services
5.1 takepayments shall provide the Merchant with technical support in the event of any downtime or other issues affecting the Website or the Hosting.
5.2 The Support Services shall be provided within a reasonable period following any request by the Merchant relating to the provision of any such Support Services.
5.3 takepayments may, at its discretion, use any of the Third Party Providers to provide all or any of the Support Services.
6. Promotional Material
6.1 takepayments may (in its absolute discretion) from time to time provide the Merchant with signage, stickers, posters and/or other materials (“Promotional Material”), to assist the Merchant in promoting awareness and use of the Website.
6.2 Without prejudice to the generality of paragraph 6.1, the parties acknowledge and agree that:
6.2.1 takepayments shall have no obligation to provide any Promotional Material (except if and to the extent otherwise expressly agreed in wording by the parties);
6.2.2 use of any Promotional Material is at the Merchant’s sole discretion (but any use shall be subject to paragraphs 6.3 to 6.5, inclusive); and
6.2.3 the Promotional Material shall be provided solely with the intention of assisting the Merchant to promote awareness and use of the Website and shall be provided on an ‘as is’ basis (and accordingly no warranties are given by takepayments in connection with the Promotional Material or the potential use thereof by the Merchant and takepayments shall have no liability whatsoever to the Merchant in respect of any Promotional Material which is provided).
6.3 Unless otherwise expressly agreed by takepayments in writing, the Merchant shall (and shall ensure that all its staff shall) use and display the Promotional Material only at the Merchant Site and shall not move any Promotional Material from the Merchant Site at any time.
6.4 Unless otherwise expressly agreed, the Merchant shall (and shall ensure that all its staff shall) use the Promotional Material only on the basis permitted pursuant to these Terms and in accordance with any applicable instructions or guidelines issued by takepayments from time to time. Without prejudice to the foregoing, the Merchant shall not (and shall ensure that all its staff shall not) adapt, deface, modify or add to the Promotional Material in any way.
6.5 The Merchant shall be solely responsible (as between the parties) for:
6.5.1 the installation, display and erection of all Promotional Material at the Merchant Site (including the costs thereof);
6.5.2 obtaining all necessary permits and/or approvals for the installation, display, erection and removal of all Promotional Material at the Merchant Site (including any removal which is effected by takepayments’ representatives pursuant to paragraph 6.9);
6.5.3 (without prejudice to paragraph 6.5.2) ensuring that all use by it of the Promotional Material complies with all applicable legal and regulatory requirements;
6.5.4 ensuring that the Promotional Material is not stolen, defaced, damaged or removed from the Merchant Site; and
6.5.5 any damage or injury caused by or in connection with the installation, display, erection or removal of any Promotional Material (even if the removal is effected by takepayments’ representatives pursuant to paragraph 6.9), save if and to the extent that any such damage or injury is caused by any default or negligence of takepayments or its representatives.
6.6 The Merchant hereby grants to takepayments a royalty-free, non-exclusive, irrevocable licence to use the Merchant Marks for the purposes of the creation distribution and use of the Promotional Material.
6.7 The Promotional Material shall remain the exclusive property of takepayments at all times. All Intellectual Property Rights in the Promotional Material (save in respect of the Merchant Marks) shall remain vested in takepayments at all times.
6.8 takepayments may at any time (including on or after termination of the Contract) require the Merchant to:
6.8.1 destroy any Promotional Material in the possession of the Merchant at the relevant time, in which case the Merchant shall, promptly after such request, securely and responsibly destroy such Promotional Material at its own cost; and/or
6.8.2 return any Promotional Material in the possession of the Merchant at the relevant time, in which case the Merchant shall, within seven (7) days of such request, return such Promotional Material to takepayments at its own cost.
6.9 If the Merchant does not return or destroy any applicable Promotional Material in accordance with paragraph 6.8 then takepayments shall be entitled to access the Merchant Site (or any other premises at which such Promotional Material is or may be located) without prior notice to collect such Promotional Material. The Merchant shall (if necessary or if requested by takepayments) provide full co-operation to enable takepayments’ representative to remove the Promotional Material (including providing reasonable assistance and facilities where requested by the representative for such purposes). Where takepayments’ representative visits the Merchant Site for the purposes referred to in this paragraph 6.9 then the Merchant shall pay the Promotional Material Removal Charge on demand (even if such representative did not successfully remove the Exterior Promotional Material).
7. Merchant Information
7.1 The Merchant agrees that takepayments shall be entitled to obtain and use all information provided by or on behalf of the Merchant in (or pursuant to the terms of) any other contract entered into at any time with takepayments, as though such information was also provided directly to takepayments as part of the Contract.
7.2 The Merchant acknowledges and agrees that any of the information referred to in paragraph 7.1 may be used and disclosed by takepayments for any of the purposes specified in the General Conditions and (where the information comprises Personal Data) the Privacy Policy, including after termination of the Contract for any reason.
8. Warranties and Indemnities
8.1 Without prejudice to clauses 3.5 and 3.6 of the General Conditions:
8.1.1 takepayments does not warrant that the Website and/or the Hosting:
8.1.1.1 will be available at all times or be provided on a continuous or uninterrupted basis; or
8.1.1.2 will achieve any particular performance criteria;
8.1.2 the Merchant acknowledges and agrees that takepayments gives no warranties regarding the availability of the Website or the Hosting; and
8.1.3 it is the Merchant’s sole responsibility to ensure that the Website and the Hosting (including any applicable Performance Standards) are suitable for the Merchant’s intended use and meet the Merchant’s requirements.
8.2 Notwithstanding paragraphs 8.1.1 and 8.1.2 (and without prejudice to clause 3.6.2 of the General Conditions), in the event of any downtime of the Website or the Hosting, takepayments shall use reasonable endeavours to restore its availability within one (1) Working Day of becoming aware of such downtime.
8.3 The Merchant warrants and represents to takepayments and the Third Party Providers that it fully complies with and shall continue to comply with all Applicable Laws relating to the use of the Website and/or the Relevant Support by the Merchant as contemplated by the Contract.
8.4 The Merchant shall indemnify and hold harmless each of takepayments and the Third Party Providers and keep each of them, their respective Group Companies, directors, officers, employees, contractors and agents indemnified in full and held harmless against all losses, liabilities, damages, claims, costs (including legal costs and disbursements on an indemnity basis) and damages which they may suffer or incur arising directly or indirectly as a result of or in connection with:
8.4.1 any Network Attack which is traced to the Merchant or its employees or contractors;
8.4.2 any act of illegality committed by the Merchant or its employees or contractors;
8.4.3 any third-party claim that any Merchant Content infringes the rights (including any Intellectual Property Rights) of any person;
8.4.4 any third-party claim that the use of the Merchant Marks on any Promotional Material infringes the rights (including any Intellectual Property Rights) of any person;
8.4.5 any breach by the Merchant of paragraph 9.6; and/or
8.4.6 any breach by the Merchant of paragraph 14 or any breach of the Data Laws attributable to or caused by the Merchant, the Merchant’s employees or agents or sub-contractors.
9. Merchant’s General Obligations
9.1 The Merchant shall co-operate in good faith with takepayments regarding the creation of the Website and shall respond promptly to any queries, requests for information or approvals sought by takepayments relating to the creation of the Website.
9.2 Where the Merchant elects to use a Merchant Domain, the Merchant Domain shall be provided at the Merchant’s risk and cost.
9.3 Without prejudice to clause 5.1 of the General Conditions, the Merchant shall be responsible for providing (at its own expense), promptly following request from takepayments, all necessary content for inclusion on the Website, including:
9.3.1 all images, including the Merchant’s logo and/or trademarks, in such minimum size as shall be specified by takepayments, in a jpg, png, webp or svg format; and
9.3.2 all text content relating to the Merchant’s business, products and services, in Word doc, txt, email text or HTML format.
9.4 In addition to its responsibilities under paragraph 9.2, the Merchant shall be solely responsible for providing (at its own expense), the following items for inclusion on the Website:
9.4.1 details of the legal form by which the Merchant will trade via the Website (such as, for the purposes of illustration only and without limitation, where that is a corporate entity, details of the legal entity, registered office address and registered number);
9.4.2 details of the Merchant’s place of business (if different to any applicable registered office address) and any applicable VAT number;
9.4.3 legal documentation comprising:
9.4.3.1 a privacy policy;
9.4.3.2 terms and conditions of website use;
9.4.3.3 terms and conditions of business (including terms relating to delivery, cancellations and refunds); and
9.4.4 (except for the Cookie Policy) all other applicable terms, information and policies required to be included on the Website pursuant to Applicable Laws.
9.5 The Merchant acknowledges and agrees that the items referred to in paragraphs 9.2 and 9.4 (and the Merchant Domain, where applicable) must be provided by the Merchant before takepayments will be able to complete the creation, provision and Hosting of the Website. Takepayments may (at its discretion) provide and Host the Website without inclusion of the items referred to in paragraphs 9.4.3 and 9.4.4 and if so the Merchant accepts sole responsibility for any consequences of such items not being included on the Website, but takepayments shall include such items on the Website within a reasonable period after being provided with them by the Merchant.
9.6 As between the parties, it is the Merchant’s sole responsibility to ensure that (and the Merchant warrants and represents to takepayments that):
9.6.1 it has full authority and capacity (and, where applicable, has obtained all necessary licences, authorisations or approvals from any third party) to provide the Merchant Content for the Website and the Hosting;
9.6.2 the Merchant Content complies with all Applicable Laws; and
9.6.3 the Merchant Content does not infringe the rights (including any Intellectual Property Rights) of any third party.
9.7 The Merchant shall not (and shall ensure that its employees and representatives shall not) without the prior written consent of takepayments effect, or attempt to effect, any changes to the Website (including changes to the code, layout or content of the Website), other than as are permitted to be effected by the Merchant pursuant to the functionalities referred to in paragraph 4.8.
9.8 The Merchant shall not (and shall ensure that its employees and representatives shall not) use the Website for any unlawful purpose.
9.9 The Merchant shall be solely responsible, at its own cost, for ensuring that it holds and maintains all necessary copies (including back-up copies) of all Merchant Content and all data processed via the Website (including any data relating to customer enquiries), provided always that this shall not affect takepayments’ obligations under paragraph 14 if and to the extent that any such data comprises Hosting Personal Data.
9.10 The Merchant shall (and shall ensure that all its staff who make use of the Service shall) immediately report to takepayments any malfunctioning or failure of the Website.
9.11 If required by takepayments, the Merchant shall promptly provide full cooperation and assistance to takepayments in connection with any updates or amendments which takepayments may wish to make to the Website and any content thereon pursuant to paragraph 4.9.
10. Variations to the Website
10.1 Subject to the following provisions of this paragraph 10, the Merchant may from time to time request changes or additions to the Website (“Website Changes”), including those referred to in the Website Changes Table.
10.2 takepayments shall be under no obligation to implement any Website Changes.
10.3 Where takepayments agrees to implement any Website Changes then it shall do so within a reasonable period following such agreement.
10.4 The Merchant shall pay all applicable charges relating to the Website Changes which takepayments implements.
10.5 Where the Website Changes fall within any of the parameters set out in the Website Changes Table, then the applicable charge shall be as set out in the Website Changes Table for the relevant Website Changes.
10.6 Where the Website Changes fall outside of the parameters set out in the Website Changes Table, the applicable charge for the relevant Website Changes shall be as notified to the Merchant at the relevant time.
11. Liabilities
11.1 Without prejudice to any other provision of the Contract, takepayments shall not be liable for, nor have any obligations under the Contract in respect of:
11.1.1 any issues arising from the SSL certificate issued to the Merchant Domain; and/or
11.1.2 any domain name issues or domain level issues related to the Merchant Domain.
11.2 Notwithstanding any other provision of the Contract, any changes to the Website which are made by the Merchant or by any third party on its behalf (including pursuant to the functionalities referred to in paragraph 4.8) shall be entirely at the Merchant’s own risk and accordingly:
11.2.1 takepayments shall have no liability to the Merchant regarding any such changes, including where such changes affect the proper functioning of the Website;
11.2.2 takepayments shall have no obligation to correct any problems or defects with the Website (including its Hosted availability) or their respective functioning which are caused, directly or indirectly, as a result of any such changes; and
11.2.3 takepayments shall not be obliged to provide any Support Services relating to such problems or defects.
11.3 For the avoidance of doubt, but without prejudice to paragraphs 13.2 and 13.3, takepayments shall have no liability whatsoever to the Merchant resulting from any suspension of the Service or the termination of the Contract in accordance with its terms (including, for the avoidance of doubt, relating to the lack of availability of the Website).
12. Suspension and Termination
12.1 In addition to its rights of suspension pursuant to the General Conditions and in paragraph 14.10.2, takepayments shall be entitled to suspend the provision of the Service (without prior notice to the Merchant) if requested to do so by any Third Party Provider.
12.2 In addition to its rights of termination pursuant to the General Conditions and in paragraph 14.10.1, takepayments shall be entitled to terminate the Contract immediately on giving notice to the Merchant if requested to do so by any Third Party Provider.
13. Consequences of Termination
13.1 Without prejudice to any other provisions of the Contract (or to any other right or remedy which takepayments may have), on termination of the Contract (for any reason):
13.1.1 takepayments shall be entitled to cease the Hosting on, or at any time after, such termination;
13.1.2 the Merchant shall no longer be entitled to any use of the Website;
13.1.3 the Merchant shall immediately cease to display or use any Promotional Material; and
13.1.4 if so requested by takepayments (and without prejudice to clause 6.9), destroy or return to takepayments all applicable Promotional Material pursuant to paragraph 6.8.
13.2 On termination of the Contract (for any reason), takepayments shall be under no obligation to provide any further services to the Merchant in connection with the Website or the Hosting.
13.3 For the avoidance of doubt but without prejudice to the generality of paragraph 13.2, takepayments shall not have any obligation upon termination of the Contract to:
13.3.1 continue to provide any Hosting of the Website or otherwise continue to make it available to the Merchant or any third parties; or
13.3.2 store or return to the Merchant any data pertaining to the Website, including data relating to any customer enquiries, except if and to the extent any data comprises Hosting Personal Data (as to which the provisions of paragraph 14.7.10 shall apply).
14. Data Protection
14.1 Each party shall comply with the Data Laws.
14.2 In respect of the Hosting Personal Data, the parties acknowledge and agree that:
14.2.1 the Merchant shall be Controller;
14.2.2 takepayments shall be Processor in relation to the provision of the Hosting and the Hosting Support; and
14.2.3 the Hosting Provider and/or other Relevant Provider (as applicable) shall act as a sub-Processor of takepayments in relation to the provision of the Hosting and, where applicable, the Hosting Support.
14.3 The parties agree that the scope of the Processing of Hosting Personal Data carried out by takepayments as a Processor is as follows:
14.3.1 scope, nature and purpose of Processing: Processing of Hosting Personal Data in connection with the Contract, including for the purposes of the provision of the Hosting and the Hosting Support;
14.3.2 duration: for the term of the Contract (and thereafter for so long as is required for any purposes referred to in paragraph 14.3.1 and any associated obligations that continue to have effect after termination of the Contract); and
14.3.3 types of Personal Data and categories of Data Subjects: Personal Data relating to the Merchant’s customers and prospective customers and other third parties who contact the Merchant and/or place orders via the Website.
14.4 For the avoidance of doubt, the Merchant has agreed to takepayments appointing the Hosting Provider and any other Relevant Provider (as applicable) as sub-Processors to Process the Hosting Personal Data on the Merchant’s behalf, as required for the provision of the Website, the Hosting and the Hosting Support.
14.5 The Merchant acknowledges and agrees that takepayments shall be a Controller in relation to the Relevant Personal Data and that the applicable Third Party Provider shall be a Controller in relation to Other Personal Data, including (in each case) for the purposes of:
14.5.1 risk management including fraud monitoring, prevention, detection and prosecution, as well as authentication and authorisation management, and risk mitigation strategies;
14.5.2 regulatory compliance activity including anti-money laundering, financial crime compliance and identity screening; and/or
14.5.3 compliance with any other Applicable Laws.
14.6 The Merchant shall ensure that:
14.6.1 the Merchant has complied with and shall comply at all times with the Data Laws;
14.6.2 in respect of all Personal Data (including Hosting Personal Data), which the Merchant provides to takepayments and/or the Third Party Providers (as applicable, in their respective capacities as Processors), all necessary fair processing notices have been provided to the Data Subjects;
14.6.3 the Merchant is authorised to transfer Personal Data (including Hosting Personal Data) to takepayments and/or the Third Party Providers (as applicable); and
14.6.4 where required by the Data Laws, the Merchant shall obtain all necessary consents in order to:
14.6.4.1 disclose any Personal Data (including Hosting Personal Data) to takepayments and/or the Third Party Providers; and
14.6.4.2 allow takepayments to Process such Personal Data for the purposes of the provision of the Website, the Hosting and the Relevant Support.
14.7 In its capacity as a Processor of the Hosting Personal Data pursuant to paragraph 14.2.2, takepayments undertakes that it shall:
14.7.1 Process the Hosting Personal Data only in accordance with the Merchant’s documented instructions, except to the extent that any Processing of Hosting Personal Data is required by Applicable Laws;
14.7.2 where it must Process Hosting Personal Data to comply with Applicable Laws, inform the Merchant of the relevant legal requirement before Processing, unless prohibited from doing so by such Applicable Law;
14.7.3 notify the Merchant where takepayments believes that any documented instructions from the Merchant in respect of the Processing of Hosting Personal Data infringe any Data Laws or any other Applicable Laws;
14.7.4 ensure that its personnel who are authorised to Process the Hosting Personal Data have committed themselves to confidentiality;
14.7.5 implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk of Processing and in compliance with Article 32 of the UK GDPR;
14.7.6 taking into account the nature of the Processing, assist the Merchant by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Merchant’s obligation to respond to requests for exercising Data Subjects’ rights under the UK GDPR;
14.7.7 assist the Merchant in the Merchant’s compliance with the Merchant’s obligations as Controller pursuant to Articles 32 to 36 of the UK GDPR, insofar as it is able taking into account the nature of the Processing and the information available to it; and
14.7.8 permit the Merchant or the Merchant’s representatives (upon not less than 30 days’ prior notice, unless shorter notice or no notice is required for the Merchant to comply with the Data Laws or the requirements of any applicable regulator) to audit and inspect its compliance with this paragraph 14.7 (and shall provide all reasonable co-operation, information and assistance with regard to any such audit), provided that any such audit or inspection shall:
14.7.8.1 be conducted during takepayments’ normal office hours; and
14.7.8.2 be undertaken in compliance with takepayments’ security policies and appropriate confidentiality obligations (insofar as they do not restrict the Merchant from exercising the Merchant’s rights of audit pursuant to the Data Laws);
14.7.9 make available to the Merchant all information necessary to demonstrate compliance with its obligations in this paragraph 14.7; and
14.7.10 following any termination of the Contract, delete or return to the Merchant (at the Merchant’s option) all of the Hosting Personal Data Processed and delete any copies of such Hosting Personal Data unless any Applicable Laws require that copies are kept.
14.8 For the avoidance of doubt, clause 5.5.3 of the General Conditions shall not affect or limit takepayments’ obligations under paragraph 14.7.5.
14.9 In addition to takepayments’ rights to use certain information and data pursuant to the General Conditions, the Merchant acknowledges and agrees that in connection with the provision of the Relevant Support, takepayments may use and share information (including Relevant Personal Data and Other Personal Data) with the Third Party Providers and certain other third parties, including takepayments’ group companies. Where the data is Relevant Personal Data and Other Personal Data then such use and disclosure shall be in accordance with the Privacy Policy.
14.10 takepayments shall notify the Merchant of any changes to any person appointed to sub-Process the Personal Data pursuant to paragraph 14.4 and of details of the appointment of any additional person to be used as a sub-Processor of any Hosting Personal Data under the Contract. The Merchant shall be deemed to consent to all such appointments, unless the Merchant promptly (and in any event within 14 days of being so notified) objects in writing to any such appointment. If the Merchant does object to the appointment of any such person as sub-Processor then takepayments may, at its sole option and without any liability to the Merchant:
14.10.1 terminate the Contract with immediate effect on giving notice to the Merchant at any time thereafter; or
14.10.2 immediately suspend the provision of the Website, the Hosting and/or the Relevant Support (at takepayments’ discretion and without being obliged to notify the Merchant) for an indefinite period.
14.11 If takepayments does not exercise its right to terminate the Contract pursuant to paragraph 14.10.1, the Merchant acknowledges and agrees that the Merchant may be unable to obtain the full benefit of the Website, the Hosting and/or the Relevant Support and that takepayments shall have no liability in respect of any such inability.
14.12 Where takepayments engages a sub-Processor to Process any Hosting Personal Data, takepayments shall respect the conditions referred to in paragraphs 2 and 4 of Article 28 of the UK GDPR.
14.13 The parties shall, without undue delay, enter into such additional agreements and/or agree to such amendments to the Contract as may be required to comply with the Data Laws.
15. Intellectual Property Rights
15.1 For the avoidance of doubt but without prejudice to clause 11 of the General Conditions, takepayments shall own all the Intellectual Property Rights in the Website (other than the Merchant Content and the Hosting Personal Data).
15.2 The Merchant hereby grants to takepayments a royalty-free, non-exclusive, irrevocable licence during the Term to use the Merchant Content on the Website and other purposes contemplated by the Contract (and to sublicence such right to the Third Party Providers as appropriate).
15.3 Nothing in the Contract shall affect or limit takepayments' right to provide (or grant rights in respect of) any service, licence and/or functionality which is identical or similar to the Website to any person or to grant any person the right to do so (provided always that takepayments shall not be entitled to use the Merchant Content other than pursuant to paragraph 15.2).
16. General matters
Force Majeure
16.1 For the purposes of clause 13.2 of the General Conditions (but without prejudice to the generality of such clause), the events, circumstances or causes beyond the reasonable control of takepayments referred to in such clause shall include any failure or interruption in the Hosting (other than where caused by any default by takepayments in connection with the provision of the Hosting).
Third Party Rights
16.2 Any applicable Third Party Provider shall be entitled to directly enforce against the Merchant any breaches (or alleged breaches) of paragraphs 8.3 and/or 14.1.
16.3 For the avoidance of doubt, no contractual relationship exists between the Merchant and any Third Party Provider in connection with the Contract and the Merchant has no rights in connection with any arrangements between takepayments and the Third Party Providers.
Publicity and publishing of the Website
16.4 The Merchant acknowledges and agrees that takepayments shall be entitled, at any time, to advertise or publish, directly or via any third party (including by means of any public announcements, press releases, promotional emails, marketing materials, the TP Site or other websites), the fact that it has created the Website for the Merchant and/or that the Merchant is a user or customer of the Services, including by publishing copies of the Website and/or links to the Website.
17. Other Charges List
17.1 takepayments’ sundry charges under these Terms are as follows:
| Promotional Material Removal Charge | £100 |
18. Website Changes Table
|
Item |
Summary/description |
Charge |
|
Additional products (simple) Product with pictures (Up to 5 pics per product) |
Cost for uploading additional products that fall outside of the monthly pricing package (Product, detail, content, categorisation, up to 50 images) |
£25 per every 10 products. |
|
Additional products (variable/customisable) Product with pic and variations (i.e. add extra cheese/t-shirt colour change) |
Cost for uploading additional products that fall outside of the monthly pricing package (Product, detail, content, categorisation, up to 50 images) |
£50 per every 10 products. |
|
Small amendments - Content Changes or deletion of products/pages (up to 25 products) |
Updates/deletion of to product/pages names, content, descriptions and pricing & images Link/Menu Changes Social Media link Updates |
£15 per every 25 products |
|
Small amendments - Content Changes or deletion of products/pages (up to 50 products) |
Updates/deletion of to product/pages names, descriptions and pricing & images Link/Menu Changes Social Media Updates |
£25 per every 50 products |
|
Business Logo creation (text only) |
Creation of a logo to be used on the website in recommended font |
£25 |
|
Professionally built additional pages (from template) |
Creation of additional pages designed to attract more visitors to the website |
£25 per page, £100 for 5 pages |
|
Additional email addresses |
Adding additional email addresses over tier allowance (subject to Tier/storage max limit. 50MB per inbox). |
£15 per inbox |
|
Data extract fee |
Export of all data from the website in an XML file along with images – this can be used by another web developer to upload Transfer of domain ownership (if domain was purchased by takepayments) |
£250 |
|
Domain transfer fee |
Transfer of domain ownership (if domain was purchased by takepayments) No export of data - all the data and content on website will be no longer available. |
£10 |
