Effective date: 1st September 2024
THESE TERMS OF SERVICE (THE “AGREEMENT”) GOVERN CUSTOMER’S RECEIPT, ACCESS TO, AND USE OF THE SERVICE (AS DEFINED BELOW) PROVIDED BY GIVVER LTD. (“GIVVER”). IN ACCEPTING THIS AGREEMENT BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A FREE ACCESS PLAN FOR THE SERVICE THROUGH A SCREEN THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, CUSTOMER AGREES TO BE BOUND BY ITS TERMS.
THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“CUSTOMER”); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR THE APPLICABLE ENTITY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OR RECEIVE THE SERVICE. CAPITALISED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ENGLAND AND WALES. THE PARTIES AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF ENGLAND AND WALES.
THE PARTIES AGREE AS FOLLOWS:
The Service
1.1. Service Description. Givver is the owner and provider of a cloud-based HR and payroll software for businesses (the “Service”). Anything Customer (including Users) posts, uploads, shares, stores, or otherwise provides through the Service is considered a “User Submission.” Customer is solely responsible for all User Submissions it contributes to the Service. Further terms regarding User Submissions, including ownership, are in Section 8.2 below. The Service may also include templates, help documents, and other documents or information that can assist Customer in using the Service (“Givver Content”). Customer will not receive or have access to the code or software that underlies the Service (collectively the “Software”) or receive a copy of the Software itself.1.2. Customer’s Subscription. Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed to by the parties through Givver’s website that reference this Agreement and describe the business terms related to Customer’s subscription (“Order(s)”). All subscriptions will be for the period described on the applicable Order (“Subscription Period”). Use of and access to the Service is permitted only by individuals authorised by Customer and for Customer’s own internal business purposes and not for the benefit of any third party (“Users”).
1.3. Givver’s Ownership. Givver owns the Service, Software, Givver Content, Documentation, and anything else provided by Givver to Customer (collectively the “Givver Materials”). Givver retains all right, title, and interest (including, without limitation, all patent, copyright, trademarks, trade secrets, and other intellectual property rights) in and to the Givver Materials, all related and underlying technology, and any updates, enhancements, upgrades, modifications, patches, workarounds, and fixes thereto, and all derivative works of or modifications to any of the foregoing. There are no implied licences under this Agreement and any rights not expressly granted to Customer in this Agreement are expressly reserved by Givver.
1.4. Permissions. The Service contains customisable settings allowing each User to give permission to other Users to perform various tasks within the Service (“Permissions”). It is also solely Customer’s responsibility to set and manage all Permissions, including which Users can set such Permissions. Accordingly, Givver will have no responsibility for managing Permissions and no liability for the Permissions set by Customer and its Users. Customer may, at its option, provide access to the Service and Documentation to its Affiliates (defined below), in which case all rights granted, and obligations incurred, under this Agreement will also inure to the benefit of such Affiliates. Customer represents and warrants that it is fully responsible for any breach of this Agreement by its Affiliates and that Customer has the power to negotiate this Agreement on behalf of its Affiliates. Customer will also be responsible for all payment obligations under this Agreement regardless of whether the use of the Service is by Customer or its Affiliates. Any claim by an Affiliate against Givver will be brought by Customer and not the Affiliate. For the purposes of this Agreement, “Affiliate” will mean an entity directly or indirectly controlling, controlled by, or under common control with that party (where “control” means the ownership or control, directly or indirectly, of more than fifty percent (50%) of all the voting power of the shares (or other securities or rights) entitled to vote for the election of directors or other governing authority).
Restrictions
2.1. Customer’s Responsibilities. Customer is responsible for all activity on its Users’ accounts unless such activity is caused by unauthorised access due to vulnerabilities in the Service itself. Customer will ensure that its Users are aware of and comply with the terms and conditions stated in this Agreement, and Customer will be responsible for any breach by a User.
2.2. Use Restrictions. Customer agrees that it will not, and will not allow Users or third parties to:
(a) modify or create unauthorised copies of the Service;(b) attempt to access or manipulate the Service in ways not permitted by the functionality provided;
(c) licence, sell, rent, lease, transfer, or otherwise make the Service available to third parties beyond authorised users within the Customer's organisation;
(d) remove or obscure any copyright, trademark, or other proprietary notices or Givver branding within the Service;
(e) use the Service in violation of any applicable laws or regulations, including data protection laws such as GDPR;
(f) attempt to interfere with, damage, or disrupt the Service or its infrastructure, including introducing malicious code (such as viruses) or engaging in attacks that would disrupt the Service;
(g) use the Service to support or assist third parties in providing a competing product or service.
If Customer or its Users are using the Service in a manner that could cause harm to Givver, the Service, or its infrastructure (such as unauthorised data access or security risks), Givver may suspend Customer’s access. In such cases, Givver will provide notice and an opportunity to address the issue before suspending access, where feasible, and will limit any suspension to the affected accounts. Access will be restored once the issue is resolved.
2.3. Data Access and Integrity. The Service is designed to help manage HR and payroll functions securely. Customer must ensure that any data uploaded or stored within the Service complies with applicable data protection and privacy laws, such as GDPR (General Data Protection Regulation), and that Customer has the necessary rights to process personal data within the system. Givver is not responsible for verifying the legal basis of the Customer’s data usage.
Private API Access and Third-Party Integrations.
The Service includes private APIs that are accessible only by authorised users or systems as part of the HR and payroll functions provided by Givver.
3.1. Private API Usage. Customer may access and use Givver’s private APIs only as part of the functionality provided within the Service and for the purpose of integrating Givver with Customer’s internal systems. Access to the APIs is restricted, and use of the APIs outside of these permitted activities is not allowed without express written permission from Givver.
3.2. API Limits and Suspension. Givver reserves the right to enforce reasonable limits on API usage to ensure the security, performance, and availability of the Service. If Customer’s use of the API threatens the stability or integrity of the Service, Givver may temporarily suspend access until the issue is resolved.
3.3. Data Responsibility and Compliance. Any data exchanged via the private APIs must comply with applicable laws and regulations, including data protection laws such as GDPR. Customer is responsible for ensuring that any systems integrated with the Service via the API maintain data security and privacy standards consistent with those required by law.
3.4. No Public APIs or Third-Party Access. The APIs provided by Givver are not publicly available for general use or integration with third-party systems. Customer is not permitted to share access to the APIs with any unauthorised third parties. Any integration must be strictly for Customer’s own internal business use.
Payment Obligations
4.1. Fees. Customer will pay for access to and use of the Service as set out in the applicable Order (“Fees”). All Fees will be paid in the currency stated in the applicable Order, or if no currency is specified, pounds sterling. Payment obligations are non-cancellable and, except as expressly stated in this Agreement, non-refundable. Givver may modify its Fees or introduce new fees at its discretion. Customer always has the right to choose not to renew its subscription if it disagrees with any new or revised Fees.
4.2. Payment. Givver, either directly or through its third-party payment processor (“Payment Processor”), will charge Customer for the Fees via credit card or direct debit (e.g., BACS), in accordance with the payment information provided by Customer to Givver. Givver will have the right to charge Customer’s payment method for any services provided under the Order, including recurring Fees. It is Customer’s responsibility to ensure that Givver has accurate and up-to-date payment information; failure to do so may result in suspension of Customer’s access to the Service. Givver also has the right to set-off any Fees due from Customer to Givver. If Customer pays through a Payment Processor, such payment processing will be subject to the terms, conditions, and privacy policies of the Payment Processor, in addition to this Agreement. Givver is not responsible for any errors or other acts or omissions by the Payment Processor. Givver reserves the right to correct any errors made by the Payment Processor, even if payment has already been requested or received. If authorised by Customer when accepting an Order, recurring charges (e.g., monthly billing) will be applied to Customer’s payment method without further authorisation until Customer terminates this Agreement or updates the payment method in their account settings within the Service.
4.3. Taxes. Fees do not include any taxes, levies, duties, or similar governmental charges, such as VAT or withholding taxes (collectively, “Taxes”), which may be assessed by any UK or international jurisdiction. Customer is responsible for paying all Taxes associated with its purchases under this Agreement. If Givver is required by law to pay or collect Taxes on behalf of Customer, Givver will invoice Customer for such amounts unless Customer provides Givver with a valid tax exemption certificate authorised by the appropriate taxing authority. For clarity, Givver is responsible for taxes assessed against it based on its income, property, and employees.
4.4. Failure to Pay. If Customer fails to pay any Fees when due, Givver may suspend Customer’s access to the Service until payment is made. Customer also authorises Givver to retry charging the payment method if an initial attempt fails, without a specific limit on the number of retries. If Customer believes that Givver has incorrectly charged them, they must contact Givver no later than thirty (30) days after the date of the billing statement where the error appeared to seek an adjustment or credit. Once Givver receives notice of a disputed invoice, it will review the dispute and provide a written response, including supporting documentation. If Givver reasonably determines that the billed amounts are correct, Customer will be required to pay any outstanding amounts within ten (10) days of receiving Givver’s written decision.
Term and Termination
5.1. Agreement Term and Renewals. Subscriptions to access and use the Service commence on the start date stated in the applicable Order (“Subscription Start Date”) and continue for the duration of the Subscription Period. Customer may choose not to renew its Subscription Period by notifying Givver at billing@givver.com (provided that Givver confirms such cancellation in writing) or by modifying its subscription through Customer’s account within the Service. This Agreement will become effective on the first day of the Subscription Period and remain effective for the duration of the Subscription Period stated in the Order, along with any renewals of the Subscription Period and any period that Customer uses the Service even if such use is not under a paid Order (“Term”). If the parties terminate this Agreement, it will automatically terminate all Orders. If Customer cancels or does not renew its paid subscription to the Service, Customer’s subscription will be accessible but will automatically be downgraded to a version of the Service with diminished features and functionality that Givver offers to unpaid subscribers (“Free Version”). If Customer or Givver terminates this Agreement or Customer deletes its workspace within the Service, Customer will not have access to the Free Version.
5.2. Termination. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and such breach is not remedied within thirty (30) days after the breaching party receives such notice. Givver may terminate Customer’s access to the Free Version at any time upon notice to Customer.
5.3. Effect of Termination. If Customer terminates this Agreement due to Givver’s uncured breach, Givver will refund any unused, prepaid Fees for the remainder of the current Subscription Period. If Givver terminates this Agreement due to Customer’s uncured breach, Customer will pay any unpaid Fees covering the remainder of the current Subscription Period after the effective date of termination, if any. In no event will any termination relieve Customer of the obligation to pay any Fees payable to Givver for the period prior to the effective date of termination. Upon any termination of this Agreement, all rights and licenses granted by Givver hereunder will immediately terminate; Customer will no longer have the right to access or use the Service. Within thirty (30) days of termination of this Agreement for cause, upon Customer’s request following termination, or if Customer deletes its workspace within the Service, Givver will delete Customer’s User Information, including passwords and all related information, files, and User Submissions, unless Customer requests an earlier deletion in writing. If Customer is using the Free Version, Givver will retain User Submissions and User Information to facilitate such use. Givver may delete all User Submissions or User Information if Customer maintains an account in the Free Version but such account is not used for a period of one (1) year or more.
5.4. Survival. Sections titled “Givver’s Ownership”, “Third-Party Applications”, “Payment Obligations”, “Term and Termination”, “Warranty Disclaimer”, “Limitation of Liability”, “Confidentiality”, “Data” and “General Terms” will survive any termination or expiration of this Agreement.
Warranties and Disclaimers
6.1. Warranties. Customer represents and warrants that all user submissions submitted by users comply with all applicable laws, rules, and regulations.
6.2. Warranty Disclaimer. Except as expressly provided for herein, the services and all related components and information are provided on an “as is” and “as available” basis without any warranties of any kind, and Givver expressly disclaims any and all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. Customer acknowledges that Givver does not warrant that the services will be uninterrupted, timely, secure, or error-free. Some jurisdictions do not allow the disclaimer of certain types of warranties. The foregoing disclaimers will not apply to the extent prohibited by applicable law.
Limitation of Liability.
Notwithstanding anything to the contrary in this agreement, Givver will not be liable with respect to any cause related to or arising out of this agreement, whether in an action based on a contract, tort (including negligence and strict liability) or any other legal theory, however arising, for (a) indirect, special, incidental or consequential damages, (b) any damages based on use or access, interruption, delay or inability to use the service, lost revenues or profits, delays, interruption or loss of services, business or goodwill, loss or corruption of data, loss resulting from system or system service failure, malfunction or shutdown, failure to accurately transfer, read or transmit information, failure to update or provide correct information, system incompatibility or provision of incorrect compatibility information or breaches in system security, or (c) any damages that in the aggregate exceed the total fees paid or payable by customer for the service that is or the professional services that are the subject of the claim during the twelve (12) month period immediately preceding the event which gives rise to such damages. These limitations will apply whether or not a party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.
Confidentiality
8.1. Definition. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) may disclose business, technical or financial information relating to the Disclosing Party’s business that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (hereinafter referred to as the “Confidential Information” of the Disclosing Party). Givver’s Confidential Information includes non-public information regarding features, functionality, and performance of the Service. Customer’s Confidential Information includes the User Information and User Submissions. This Agreement and the information in all Orders will be deemed the Confidential Information of both parties. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information.
8.2. Protection and Use of Confidential Information. The Receiving Party will (a) protect the Disclosing Party’s Confidential Information using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care, (b) limit access to the Confidential Information to those employees, affiliates, subcontractors, agents, consultants, legal advisors, financial advisors, and contractors (“Representatives”) who need to know such information in connection with this Agreement and who are bound by confidentiality and non-use obligations just as protective of the Disclosing Party’s Confidential Information as the terms of this Agreement; (c) except as expressly set forth herein, make all commercially reasonable efforts not to disclose any of Disclosing Party’s Confidential Information to any third parties without the Disclosing Party’s prior written consent; and (d) will not use the Disclosing Party’s Confidential Information for any purpose other than to fulfil its obligations under this Agreement. Nothing above will prevent either party from sharing the terms of this Agreement or the name of the other party with prospective investors or acquirors; provided, however, that the foregoing persons or entities are bound to standard confidentiality obligations.
8.3. Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. The Receiving Party shall also comply with the UK General Data Protection Regulation (UK GDPR) and any applicable data protection laws in relation to personal data included in the Confidential Information.
8.4. Feedback. Customer may from time to time provide suggestions, comments, or other feedback with respect to the Service (“Feedback”). For the avoidance of doubt, Feedback will only refer to suggestions, comments or other feedback provided to Givver specifically regarding the Service and will not include User Information or User Submissions. Givver may want to incorporate Feedback into its Service and this clause provides Givver with the necessary licence to do so. Customer hereby grants to Givver and Givver’s assigns a royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicensable right and licence, if any, to use, disclose, reproduce, modify, create derivative works from, distribute, display, and otherwise distribute and exploit any Feedback as Givver sees fit, entirely without obligation or restriction of any kind, except that Givver will not identify Customer as the provider of such Feedback.
Data
9.1. Employee Information. Customer and its Users are required to provide information such as name, email address, National Insurance number, and bank details (“Employee Information”) upon logging into the Service in order to access the HR and payroll functions. Customer grants Givver and its subcontractors the right to store, process, and retrieve the Employee Information in connection with Customer’s use of the Service for payroll processing. Customer represents and warrants that it has obtained all necessary rights to transfer Employee Information to Givver and to process the Employee Information as contemplated by this Agreement. Customer is responsible for all Employee Information and must ensure that it has obtained the necessary consents from employees to process this data.
9.2. Employee Submissions. Customer grants Givver and its subcontractors a non-exclusive, worldwide, royalty-free, paid-up, transferable right and licence to use, process, and display Employee Submissions for the sole purpose of providing the HR and payroll services to Customer. Except for the limited rights and licences granted in this Agreement, Customer will own all right, title, and interest in and to the Employee Submissions.
9.3. Data Protection. Givver has established and implemented reasonable information security practices regarding the protection of Employee Information (collectively “Customer Data”), including administrative, technical, and physical security processes. Givver will process all Customer Data in accordance with Givver’s data protection agreement, ensuring compliance with UK data protection laws, including the General Data Protection Regulation (GDPR).
General Terms
10.1. Publicity. Subject to the prior written consent of the Customer, Givver may identify the Customer and utilise the Customer’s name, logo, trademarks, or service marks on Givver’s website and within Givver’s marketing materials to promote the services offered.
10.2. Force Majeure. Givver shall not be liable for any failure or delay in fulfilling its obligations under this Agreement due to events beyond its reasonable control. Such events may include, but are not limited to, failures by third-party service providers, strikes (excluding those involving Givver's employees), shortages, riots, natural disasters, acts of terrorism, and governmental actions.
10.3. Changes. The Customer acknowledges that the Service is an online, subscription-based product. To enhance the customer experience, Givver may implement changes to the Service; however, Givver shall not materially reduce the core functionalities of the Service. Givver may unilaterally modify the terms of this Agreement by providing at least thirty (30) days’ notice prior to the changes taking effect and by posting such modifications at Givver’s Terms.
10.4. Relationship of the Parties. The parties shall operate as independent contractors. This Agreement does not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
10.5. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement; no individual or entity that is not a party to this Agreement shall have the right to enforce any of its terms under any applicable law.
10.6. Email Communications. Notices under this Agreement will be communicated as follows: (a) all notifications concerning the Service will be sent via email, though Givver may alternatively choose to provide notice through the Service, (b) notices to Givver must be sent to help@givver.com, and (c) all notices to the Customer will be sent to the email address(es) provided through the Service. Notices shall be deemed duly given (a) on the business day following transmission, in the case of emails, and (b) on the same day, in the case of notices sent through the Service.
10.7. Amendments and Waivers. No modification or amendment to this Agreement shall be effective unless made in writing and signed or accepted by an authorised representative of both parties. The failure or delay of either party to exercise any right under this Agreement shall not constitute a waiver of that right. Any waiver under this Agreement shall be effective only if made in writing and signed by the authorised representative of the party deemed to have granted the waiver.
10.8. Severability. This Agreement shall be enforced to the fullest extent permitted by applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be unlawful, that provision shall be modified by the court to fulfil the original intent to the fullest extent permitted by law, while the remaining provisions of this Agreement shall continue to be in effect.
10.9. Assignment. Neither party shall assign or delegate any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding this, Givver may assign this Agreement in its entirety (including all orders) without the Customer's consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of Givver’s assets. Any purported assignment in violation of this section shall be deemed void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
10.10. Governing Law and Venue. This Agreement, including any disputes arising from or related to it, shall be governed exclusively by the laws of England and Wales, without regard to its conflict of laws principles. The parties acknowledge that this Agreement reflects a transaction involving international commerce. The courts located in England shall have exclusive jurisdiction to adjudicate any disputes arising out of or related to this Agreement or its formation, interpretation, or enforcement. Each party consents to the exclusive jurisdiction of such courts and waives any right to a jury trial in any action arising from or related to this Agreement. In any action to enforce rights under this Agreement, the prevailing party shall be entitled to recover reasonable costs and attorney’s fees.
10.11. Entire Agreement. This Agreement, including all referenced pages and orders, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral, concerning its subject matter.