Thank you for using WebCollect, or visiting our website. The Terms set out our agreement with you.

1. What words mean

When we say “we,” “us,” “our,” and “WebCollect,” we are referring to Open Brackets Limited, trading as WebCollect, together with our representatives and employees. Open Brackets Limited is a UK company (registered number 4559247).

We provide an online service that you may use to manage membership subscriptions, events, communicate with members, place orders, make payments, and other related activities (the “Service”).

“Organisation,” means a person or entity that has an account with us to use the Services. When we refer to “Your Organisation”, we mean any Organisation that you are linked to.

“Member” is a person with an account on the Website, who is linked to Your Organisation. We consider a Member to be linked to an Organisation, if:

• the Member creates an account, or logs in, on the Sign-In/Sign-Up page for that Organisation; or

• the Organisation provides us with information about the Member

“Administrator” means any Member who has administrative rights to an Organisation’s account.

When we say “you,” we are referring either to an Organisation, a Member or to some other person who visits our website, https://www.webcollect.org.uk (“Website”), or who contacts us in relation to the Services.

“Data Protection Laws” and “Personal Data” have the meaning given in the Data Processing Agreement.

Our Terms include this agreement, as well as our Privacy Policy and Data Processing Agreement. They define the terms and conditions under which you are allowed to use the Service, and how we will treat your account while you are a Member. If you have any questions about our Terms, feel free to contact us.

2. ACCOUNT

Eligibility

In order to use the Service, you must:

1. be at least eighteen (18) years old and able to enter into contracts;

2. complete the login or registration process;

3. agree to the Terms; and

4. provide true, complete, and up to date contact information.

By using the Service, you promise that you meet all these requirements, and that you won’t use the Service in a way that breaks any laws or regulations. We may refuse service, close accounts of any users, and change eligibility requirements at any time.

Term

Our agreement begins when you sign up for the Service and continues as long as you use the Service, or have an account with us. Entering your login details, and clicking on the Login or Save button, means that you’ve officially “signed” the Terms. If you sign up for the Service on behalf of a company or other entity, you promise that you have the authority to accept these Terms on their behalf.

Account and Password

You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to, whether or not you authorized the use. You’ll immediately notify us of any unauthorized use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords.

Changes

We may change any of the Terms by posting revised Terms on our Website and/or by sending an email to the last email address you gave us. You are responsible for reviewing the notice and any applicable changes. Your continued use of the WebSite and the Service following the posting of any changes means that you have accepted the changes. If you don’t agree to any changes to the Terms, then your only remedy is to terminate our agreement, or in the case of a member, stop using the Service or the Website. We may change the Website, the Service, or any features of the Service at any time.

Closing Your Account

You or we may terminate this Agreement at any time and for any reason by giving notice to the other party. We may suspend our Service to you at any time, with or without cause.

Once terminated, we may permanently delete your account and all the data associated with it, from our Website. If you don’t log in to your account for 12 or more months, we may treat your account as “inactive” and permanently delete the account and all the data associated with it.

Even if this Agreement is terminated, the following sections will continue to apply: Agreements between Organisations and Members, Fees (to the extent that there are any unpaid fees), Data Protection and Privacy, Authority and Rules, Liability, Fine Print.

3. Agreements between Organisations and Members

WebCollect is not part of that agreement

Where our Service is used to create an agreement between an Organisation and a Member, including where Members pay Organisations for subscriptions or event tickets, we are not a party to that agreement. We are not an agent of either the Member or the Organisation.

We do not have any control or responsibility for the products or services that form part of that agreement. We do not guarantee the identity of any Organisation or Member, nor do we ensure that any Member or Organisation will carry out their obligations under that contract. We are not responsible for the behaviour or actions of any Organisation or Member. If you have a dispute relating to an agreement with an Organisation or Member, then we are not obliged to mediate, or enforce that contract.

You promise to indemnify us for any losses, including legal costs, that we may have, in connection with any agreement or dispute that you may have with a Member or Organisation.

4. Fees

You agree to pay the fees set out on the Pricing Page, which is incorporated into this agreement by reference. We may, in our sole and absolute discretion, waive, reduce, or reverse charges or fees for a specific transaction.

All fees listed in the Pricing Page are in Great British Pounds Sterling, and are inclusive of VAT, unless stated otherwise. The Pricing Page may vary in the future. The Pricing Page in effect at the time of payment will govern the payment.

Annual fees are payable in advance on the date on which you sign up for the Service and on the same date each year thereafter.

We may, in our discretion offer a free trial period, in which case the annual fees will be payable in advance on the day after the end of the free trial, or the day on which any of your members place an order with Your Organisation which is not a test order, whichever is the earlier.

You agree to pay our invoices within 14 days of receipt.

Where the Annual Fee is based on the number of members, if during the year to which it applies (the "Payment Period"), the number of members associated with Your Organisation exceeds the prescribed number of members for the fee paid, we will invoice you for the difference between the fee previously invoiced, and the annual fee payable for the number of members currently associated (the "Upgrade Fee"). The Upgrade Fee is payable in full for the remaining term of the Payment Period, regardless of the length of that period.

If the number of members associated with Your Organisation drops during the Payment Period below the prescribed number of members, no part of the Annual Fee or any Upgrade Fee, is refundable.

For any transaction or SMS charges, we may invoice you in arrears for actual usage, deduct the charges from your members' payments (in the case of Direct Debit charges via GoCardless), or offer the pre-purchase of credits. The purchase of credits are subject to the terms below.

Refunds

We’ll give you a refund for a prepaid Payment Period if we stop providing our Services to you for a reason that is a breach of our obligations under these Terms, or where the Terms specifically state that we will provide a refund. You won’t be entitled to a refund from us under any other circumstances.

Purchase of Credits

We may offer from time the purchase of blocks of credits for use in sending SMS messages, or with respect to transaction charges for payment methods, such as SagePay or Paypal transactions. Any purchase by you of blocks of these credits are subject to the terms of this clause.

In the case of transaction charges, one order placed (including refund) placed with Your Organisation using the relevant payment method counts as one transaction charge, payable for by one credit. In the case of SMS messages, the number of credits used for a particular message will vary and the exact number of credits to be used will be displayed at the time of sending. By placing orders, sending messages, or allowing your members to do so, you agree to credits being deducted from your credit balance, as provided in this clause.

Credits purchased pursuant to these Terms are not eligible for refund, if unused. Credits remain valid for the duration of our agreement, including any renewal. If you choose not to renew your Agreement, or do not pay the Annual Fee when due, your credits will expire. Credits are not transferable to any third party.

Charges for Premium Features

Some features are offered as premium features, for example Embedding and API. If you start using any Premium Features, for which an annual fee applies, during the Payment Period, the fee for that Premium Feature will be payable in full and will apply for the remainder of the Payment Period, regardless of the length of that period.

5. Payment Processing

You agree that we are not a party to any transaction or payment made between the Organisation and its members.

Where you have elected to accept payments by debit or credit card processed directly into your bank account and have provided us with an internet merchant id, payment processing services will be provided to you by SagePay, a division of Sage (UK) Limited in accordance with the SagePay’sMerchant Terms and Conditions, which are incorporated into this agreement by reference. Providing us with an internet merchant id constitutes acceptance of these terms.

 

Where you have elected to collect payments from members using direct debit, payment processing services will be provided directly to you by GoCardless. You agree that we are not a party to your agreement with GoCardless, and that we are not liable in any way in relation to the services the Organisation obtains from GoCardless.

Where an Organisation has elected to collect payments from members using Paypal, payment processing services will be provided directly to you by Paypal. You agree that we are not a party to your agreement with Paypal, and that we are not liable in any way in relation to the services you obtain from Paypal.

6. Taxes

You agree that it is your responsibility to determine whether VAT, customs, import or export duties, excise taxes or other taxes apply to payments made using the Service and to collect, report and remit the correct tax, as applicable, to the appropriate tax authority.

7. RIGHTS

Proprietary Rights Owned by Us

You will respect our proprietary rights in the Website and the software used to provide the Service (proprietary rights include patents, trademarks, service marks, trade secrets, and copyrights).

Proprietary Rights Owned by You

You promise that you either own or have permission to use all of the material that you upload to the WebSite. You retain ownership of that material. We may use the material that you provide to us, or information that is publicly available about Your Organisation, to publish information in the Featured section of our Website, and as part of our Organisation Search feature. If you do not wish Your Organisation to feature in these sections, you can select the Private option in Customise Your Organisation.

8. Data Protection and Privacy

We may use, process or disclose your information only as described in these Terms (which include the Data Processing Agreement and our Privacy Policy). By using the Service, you agree to the collection and use of your Personal Data in the manner set out in these Terms. We may change these Terms (see section 2 above).

9. Authority and Rules (administrators)

Authority

You must provide us with true and accurate information when registering and must maintain and update that information as applicable. You promise that you are authorised by the Organisation to:

• enter into this contract on behalf of the Organisation;

• list the Organisation details on the Site; and

• nominate a bank account, GoCardless account, Paypal account or internet merchant id (as applicable) for an account into which payments will be made and that payment into that account will constitute receipt by the Organisation of that payment.

You must not impersonate any person or use a name you are not legally authorised to use.

Rules

You promise not to list any of the following on the Website:

• Offensive material, including material that incites racial hatred or promotes discrimination based on race, sex, religion, national origin, physical ability, sexual orientation or age;

• Obscene material including pornographic material (e.g.: material rated R +18, home porn and hardcore material);

• Advertisments

• Items that infringe another party's copyright, patent, trademark, design right, database right, or other intellectual property or other proprietary right

You promise that any information that you publish is accurate, current and complete and is not misleading or otherwise deceptive.

You promise not use the Service to send unsolicited communications of any kind to any member.

If you violate any of these rules, or breach the Terms, then we may suspend or terminate your account.

Reporting Abuse

If you think anyone is violating any of these Terms, please notify us immediately. If you received spam you think came from a WebCollect user, please report it to us.

Compliance with Laws

You promise that your use of the Service will comply with all applicable laws and regulations. You’re responsible for determining whether our Service is suitable for you to use in light of any regulations like EU Data Privacy Laws, or other laws. If you’re subject to regulations and you use our Service, then we won’t be liable if our Service doesn’t meet those requirements. You may not use our Service for any unlawful or discriminatory activities.

You promise to comply with EU Data Protection Laws and the terms of the Data Processing Agreement.

10. LIABILITY

Limitation of Liability

To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of the Website and the Service, including any downloads from the Website. We are not liable for an indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages. Our total liability for all claims made about the Service in any Annual Fee period will be no more than the Annual Fee paid to us for that period.

No Warranties

The Website and the Service are provided on an “as is” basis. That means we don’t provide promises of any kind, either express or implied, including but not limited to:

• Warranties of merchantability and fitness for a particular purpose. Since people use the Service for a variety of reasons, we can’t guarantee that it will meet your specific needs

• that the Website or the Service will always be available, accessible, uninterrupted, timely, secure or operate without error

• the information, content, materials or items included on this Website will be as represented by the Organisation or that any representations by organisations are lawful

• that Organisations or members will perform as promised

Indemnity

You agree to indemnify us for any losses that we incur, including legal fees that result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify us for any losses, including legal fees, that result from someone else claiming that you or someone using your password did something that, if true, would violate any of these Terms.

Legal Fees

If we file an action against you claiming you breached these Terms and we prevail, we’re entitled to recover reasonable legal fees and any damages or other relief we may be awarded.

11. FINE PRINT

Assignments

You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.

Choice of Law

This agreement will be interpreted, construed and enforced in all respects in accordance with the laws of England and Wales, and you irrevocably agree to submit to the exclusive jurisdiction of the English courts.

Force Majeure

We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.

Severability

If it turns out that a section of this Agreement isn’t enforceable, then that section will be removed or edited as little as necessary, and the rest of the Terms will still be valid.

Amendments and Waiver

Amendments or changes to these Terms won’t be effective until we post revised Terms on the Website. If we don’t immediately take action on a breach of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.

No Changes in Terms at Request of Member

Because we have so many Members, we can’t change these Terms for any one Member or Organisation.

Notification of Security Breach

In the event of a security breach that may affect you or any of your Members, we will tell you about the breach and provide a description of what happened. If we determine, and notify you, that you need to forward all or part of that information to any of your Members, you promise to do so promptly.

Notices

Notices can be sent to you at the e-mail address you provided to us or posted on the Website. You may send notices to us via the email address shown on the Website, or by post to:

WebCollect
Open Brackets Limited
2 Pye Lane
Wimborne
Dorset, BH21 1UN