Terms of Supply

This page (together with the documents referred to on it) tells you the terms and conditions on which we will supply to you the services (Services) listed on our website www.fundfiler.com (our site). Please read these terms and conditions carefully before ordering any Services from our site. You should understand that by ordering any of our Services, you agree to be bound by these terms and conditions.

You should print a copy of these terms and conditions for future reference.

Please click on the button marked "I Accept" at the end of these terms and conditions if you accept them. If you refuse to accept these terms and conditions, you will not be able to order any Services from our site.

1. Information about Us

www.fundfiler.com is a site operated by Fund Filer Ltd (we). We are registered in England and Wales under company number 6979043 and with our registered office and main trading address at 7a Gateshead Close, Sunderland Road Industrial Estate, Sandy, SG19 1RS.

2. Service Availability

Our site is only intended for use by organisations which are entitled to make a repayments claim under the UK Government’s Gift Aid scheme. We do not accept orders from other organisations.

3. Your Status

By placing an order through our site, you warrant that:

• you are legally capable of entering into binding contracts on behalf of your organisation
• you are a trustee or director for your organisation
• your organisation gives you authority to use our Services on its behalf
• your organisation is entitled to make repayments claims under the UK Government’s Gift Aid scheme.

4. How the Contract is Formed Between You and Us

• After placing an order, you will receive an automatic e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to purchase a licence in respect of our Services. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the Service has been made available for your use (the Confirmation). The contract between us (Contract) will only be formed when we send you the Confirmation.
• The Contract will relate only to those Services whose availability we have confirmed in the Confirmation. We will not be obliged to supply any other Services which may have been part of your order unless and until the availability of such Services has been confirmed in a separate Confirmation.

5. Availability

• Our site is available on the terms set out in our Web Site Terms of Supply and Privacy Policy. In the unlikely event that any Services you have ordered and paid for are not available due to a fault on our part for a period of 30 or more consecutive days we will refund pro rata any payments we have received from you.
• You may print off a reasonable number of copies of the relevant pages from our web site to enable you to keep proper records for your organisation and send information to HMRC, you may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site.

6. Ownership And Use Of The Services

• The Services will be available to use for six weeks free of charge. We will send an email advising you when your free service or any 12 month supply of the Services is coming to an end, at which point, if you wish to continue using the Services you may order the service for a further 12 months.
• Subject to the Confirmation referred to above and receipt of the relevant price we will grant to you a non-exclusive right and licence (with no right to sub-license) to use the Services for purposes connected with the calculation of Gift Aid on behalf of your organisation.
• The information and text submitted by you to be used in connection with the provision of the Services is solely your responsibility and we can accept no liability for errors and/or omissions made by you in using the Services.
• You hereby undertake and warrant to us that:
  • you will indemnify the us against all indirect and/or direct costs, claims, damages, losses, expenses and liabilities suffered or incurred by us as a result of the provisions of these terms and conditions being breached;
  • any information supplied by you to us is accurate, complete and true;
  • in respect of any information that contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or any data by which any living person is or can be identified, you have obtained the express authority of such living person to make use of such name, representation and/or data;
  • all information and or material supplied by you complies with all applicable laws, rules, regulations and codes relating to the same as may be appropriate.

7. Data Protection

1. In light of the requirements imposed by the provisions of the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time (together Data Protection Legislation), the relationship between you and us must be formalised in respect of data protection issues.
2. Both parties acknowledge that for the purpose of Data Protection Legislation, in the provision of the services (Services), you (the Customer) are the data controller and we (Fund Filer Ltd) are the data processor (as defined in the Data Protection Legislation).
3. We will process personal data and sensitive personal data (both as defined in the Data Protection Legislation) (together Data) for the purpose and duration of our provision of Services to you or as otherwise permitted or required by these terms of supply or by the laws of any member of the European Union (EU) or by the laws of the EU applicable to the processing of Data (together the Applicable Laws).
4. Upon termination of the relevant contract for the delivery of Services by us, you must download the relevant Data within 30 days after which we cannot guarantee that the Data will be available for you to download. If it is, it may still be downloaded, but at the customer’s expense, subject to a fee from Fund Filer for doing this.
5. Following the termination of the relevant contract for the delivery of Services by us and the expiry of any relevant limitation period and of any period required by law, a regulatory body or recommended by any relevant code of practice, we will not retain any copy, abstract, precis or summary of any Data and will destroy our records and documentation accordingly on the expiry of such period.
6. You will ensure that all necessary appropriate consents and notices are in place to enable lawful transfer of the Data to us by you and to enable us (and our sub-processors) to lawfully process Data under these terms of supply. A copy of such consents and notices shall be provided to us by you as soon as reasonably practicable following request by us.
7. We shall, in relation to any Data processed in connection with the performance by us of our obligations under this agreement:
   1. Process the Data only on your written instructions or as expressly permitted in this agreement. Where we process Data as permitted or required by Applicable Laws, we shall use our reasonable endeavours to notify you of this unless such Applicable Laws prohibit us from so notifying you;
   2. Ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Data, against accidental loss or destruction of, or damage to, Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the Data to be protected, having regard to the state of the technological development and the cost of the of implementing any measures. Those measures may include, where appropriate:
      • Pseudonymising and encrypting Data;
      • Ensuring confidentiality, integrity, availability and resilience of our systems and services;
      • ensuring that availability of and access to Data can be restored in a timely manner after an incident; and
      • regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by us;
   3. ensure that all personnel who have access to and/or process Data are obliged to keep the Data confidential; and
   4. not transfer any Data outside of the European Economic Area (or any country deemed adequate by the Commission pursuant to Article 25(6) of Directive 95/47EC) unless your prior written consent has been obtained and the following conditions are fulfilled:
      • we have ensured appropriate safeguards in relation to the transfer;
      • the data subject has enforceable rights and effective legal remedies;
      • we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Data that is transferred; and
      • we comply with reasonable instructions notified to us in advance by you with respect to the processing of the Data;
   5. Assist you (at your cost) in responding to any request from a data subject and in ensuring compliance with our obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
   6. Notify you without undue delay on becoming aware of a Data breach;
   7. Maintain complete and accurate records and information to demonstrate our compliance with our obligations under this agreement and make such records available to you (at your cost) upon request in a timely manner.
8. You agree that we may transfer Data:
   1. To a third party processor for the purpose of maintenance of the Fund Filer software;
   2. To a third party purchaser of our business assets on reorganisation, sale or merger of the whole or any part of our business; and
   3. As reasonably required to obtain legal advice, comply with legal requirements, enforce or apply any agreements and protect the rights, property or safety of Fund Filer Ltd, our employees, clients, customers and others.
9. Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this clause 7 or with its obligations under Data Protection Legislation.
10. You acknowledge that we are reliant on you for direction as to the extent to which we are entitled to use and process the Data.
11. Consequently, we will not be liable for any claim brought by an individual arising from any action or omission by us, to the extent that such action or omission resulted directly from your instructions and if any such liability arises you shall indemnify and keep indemnified at your own expense us against all costs, claims, damages or expenses incurred by Fund Filer in respect of such claim.

8. Our Liability

• We warrant to you that any Service purchased from us through our site is of satisfactory quality and reasonably fit for all the purposes for which services of the kind are commonly supplied.
• Our liability for losses you suffer as a result of us breaking this agreement is strictly limited to the purchase price of the Service you purchased.
• This does not include or limit in any way our liability:
  • for death or personal injury caused by our negligence;
  • for fraud or fraudulent misrepresentation; or
  • for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
• We are not responsible for indirect losses which happen as a side effect of the main loss or damage (such as loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time) however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

9. Written Communications

Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

10. Notices

All notices given by you to us must be sent to: Managing Director, Fund Filer Ltd, 7a Gateshead Close, Sunderland Road Industrial Estate, Sandy, SG19 1RS. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 13 above. Notice will be deemed received and properly served immediately when posted on our website or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e- mail, that such e-mail was sent to the specified e-mail address of the addressee.

11. Transfer of Rights and Obligations

• The contract between you and us is binding on you and us and on our respective successors and assigns.
• You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
• We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

12. Events Outside our Control

• We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
• A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
  • Strikes, lock-outs or other industrial action.
  • Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
  • Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
  • Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
  • Impossibility of the use of public or private telecommunications networks.
  • The acts, decrees, legislation, regulations or restrictions of any government.
• Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

13. Waiver

• If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
• A waiver by us of any default shall not constitute a waiver of any subsequent default.
• No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 11.

14. Severability

If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

15. Entire Agreement

• These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
• We intend to rely upon these terms and conditions and any document expressly referred to in them in relation to the subject matter of any Contract. While we accept responsibility for statements and representations made by our duly authorised agents, please make sure you ask for any variations from these terms and conditions to be confirmed in writing.
• Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.
• Except as expressly stated in these Terms of Supply, a person who is not a party to the contract has no right under the Contracts (Rights of Third Parties) Act 1999 and the parties do not intend that any third party rights are created by this agreement.

16. Our right to vary these Terms and Conditions

• We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and/or changes in our system's capabilities.
• You will be subject to the policies and terms and conditions in force at the time that you order the services from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Services).
• No variation of these T&Cs will be binding unless made in writing and signed by duly authorised persons on behalf of both parties.

17. Law and Jurisdiction

Contracts for the purchase of Services through our site will be governed by English law. Any dispute arising from, or related to, such Contracts shall be subject to the exclusive jurisdiction of the courts of England and Wales.