PAXTON CHARITIES ONLINE
TERMS & CONDITIONS OF SALE & USE

1 DEFINITIONS
“Paxton” means Paxton Computers Limited of 15 Kingsway, Bedford, England MK42 9EZ.
“Paxton Charities Online” means the online version of the Paxton Charities Accounting software package.
“Service” means the services provided by Paxton for the use of Paxton Charities Online.
“Subscriber” means the person or organisation whose order has been accepted by Paxton and whose subscription fee payment has cleared. Throughout this document the term Subscriber shall also include the person or persons authorised by the Subscriber to use the Service on their behalf.
“The Website” means the Paxton website www.paxtoncharities.co.uk or as otherwise advised by Paxton.

2 GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the sale and use of the Service and shall prevail over any other documentation or communication.
2.2 No variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be applicable unless agreed in writing by Paxton.
2.3 Any complaints should be addressed to Paxton’s address stated in Section 1.
2.4 The Service is only available to Subscribers within the United Kingdom unless otherwise approved by Paxton

3 ON PLACEMENT OF ORDER
The prospective Subscriber will :-
a. take reasonable care to ensure that the Service to be purchased will be suitable for the purpose intended. The Website will contain details of the facilities, prices and system requirements for the Service offered.
b. understand the subscription fee structure for the Service to be purchased. The fee structure will be shown on the Website.
c. agree to the Terms and Conditions of Sale and Use (this document) as published on the Website.

4. LICENCE GRANTED
The Subscriber is granted a single non-exclusive, non-transferable licence to use the Paxton Charities Online software package as an integral part of the Service. This licence will remain in force until the Service is terminated according to the terms laid down in this document The minimum term of this agreement is one calendar year from the date of initial purchase subject to the conditions stated in Section 5 and Section 7.

5. INITIAL USE AND MONEY BACK GUARANTEE
If within 28 days of the date of the initial purchase the Subscriber informs Paxton in writing that it does not wish to continue to use the Service then Paxton will refund the initial subscription payment to the Subscriber together with the appropriate VAT credit note. In this event, Paxton will immediately disconnect the Subscriber from the Service and terminate supply.

6. SUBSCRIPTION FEE STRUCTURE AND PAYMENTS
6.1 Subscription fees for the service will be as stated on The Website at the date of purchase or as advised by Paxton in writing from time to time. In the event of a fee change then Paxton will give to the Subscriber a minimum of three months’ notice prior to the next scheduled invoice date of any such change.
6.2 Subscription fees must be paid in advance and it is the responsibility of the Subscriber to ensure that this is maintained throughout the use of the Service.
6.3 If payment for the Service from the Subscriber remains outstanding for more than 30 days beyond the payment due date then this will be considered to be a breach of these terms and Paxton reserves the right to terminate the Service to the Subscriber. Paxton will advise the Subscriber of such breach and the Subscriber will be allowed 14 days to make good the payment.

7. TERMINATION OF SERVICE
7.1 After a minimum of nine months from the initial purchase date the Subscriber can advise Paxton of its intention to terminate its use of the Service by giving to Paxton in writing a minimum of three months notice of the termination date. The Subscriber must fully pay any outstanding fee up to the termination date. Any pre-paid fee relating to the period after the termination date will be subject to a fifty per cent refund.
7.2. Paxton reserves the right to terminate the use of the Service without notice to any Subscriber that breaches these terms.
7.3 Paxton reserves the right to discontinue the use of the Service by giving a minimum of six months notice in writing to the Subscriber of the termination date and shall not be liable to anyone as a consequence.
7.4 On termination of the Service, Paxton will disconnect the Subscriber from the Service on the termination date.

8. CONTINUATION OF SERVICE
Unless the Service is terminated according to the terms laid down in this document the Service shall be deemed to be continuous and Paxton shall charge the Subscriber a subscription fee.

9. INTELLECTUAL PROPERTY RIGHTS
9.1 All intellectual property rights in the Paxton Charities Online software remain with Paxton.
9.2 The Subscriber may not perform or make it possible for other parties to perform any of the following activities :-
a. Disassemble, decompile or modify any of the software elements of the Service except, and only to the extent, that such activity is expressly permitted by applicable law notwithstanding this limitation.
b. Reassign any rights granted to any other party
c. Remove any proprietary, copyright or warning legend from the Service.

10 PAXTON’S RIGHTS
10.1 Paxton reserves the right to periodically update prices which cannot be guaranteed for any period of time. Such price updates will apply to Subscribers according to the conditions stated in Section 6.1.
10.2 Paxton reserves the right to discontinue to offer the Service to prospective purchasers at any time and shall not be liable to anyone as a consequence.
10.3 Paxton may assign its rights and obligations under these Terms and Conditions and shall then be relieved of any further obligation under these Terms and Conditions.

11. LIMITATION OF LIABILITY
11.1 In the event of any breach of these Terms and Conditions by Paxton the remedies of the Subscriber shall be limited to damages which shall in no circumstances exceed the fees paid for the Service in the six month period prior to the breach and Paxton shall under no circumstances be liable for any indirect, incidental or consequential loss or damage whatever.
11.2 Nothing in these Terms and Conditions shall exclude or limit the liability of Paxton for death or personal injury resulting from the negligence of Paxton or its employees.
11.3 Paxton does not warrant that the use of the Service shall be uninterrupted or error free and shall not be held liable in any way for any loss of the Service.
11.4 Paxton shall not be held liable for any performance issues relating to the use of the Service.
11.5 Paxton shall not be held responsible for providing accounting advice in relation to the operation of the Service and will accept no liability for any assistance given in this regard.

12. CONFIDENTIALITY
Unless otherwise agreed in writing or required to do so by law, each party will preserve the confidentiality of any information marked as confidential in connection the provision of the Service.

13. DATA
The accounting data entered by the Subscriber in its use of the Service shall be held for exclusive access by the Subscriber and for access by Paxton for support or maintenance purposes. Where Paxton does access the data it will guarantee absolute confidentiality in the information displayed or otherwise output.

14. WAIVER
No waiver by Paxton (whether express or implied) in enforcing any of its rights under this contract shall prejudice its rights to do so in the future.

15. FORCE MAJEURE
Paxton shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to, acts of God, strikes, lock outs, accidents, war, fire, failure of any communications, telecommunications or computer system, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and Paxton shall be entitled to a reasonable extension of its obligations.

16. SEVERANCE
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.

17. GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.