12CloudPayroll.com Terms of Service
1. Acceptance of Terms
These Terms of Service ("Terms") apply to and govern your use of our 12CloudPayroll.com web site, its facilities and services (the "Website"). By accepting these Terms of Service you are entering a contractual agreement solely between 12CloudPayroll.com and yourself. Please do read through and understand our Terms carefully.
References to 'you', 'your' 'yours' and 'yourself' are references to either the administrator(s) of the software, the person in charge of the pay run, E-Filing or downloading, and/or the organisation that you represent, and/or any initiated user who represents your organisation, and/or any additional user your organisation appoints, the employees of your organisation, the clients of a bureau/an agent, and/or any person accessing the Website.
The Website provides various services applicable to an employer user, an employee user, an appointed additional user, a bureau agent user, a bureau agent client user and other users, but the provisions set below are applicable to all users regardless of which class of user you belong to and which service you use.
12CloudPayroll.com may decide from time to time to waive any of the Terms of Service governing the Website and its facilities. If we do so, we will not be deemed to have waived those Terms of Service on any other occasion.
2. Right to Change
4. Description of Services
4.1 Payroll Services
Our Website acts only as a venue where you can make use of the provided payroll software system and/or other software facilities to facilitate you in storing and updating your data for conducting payroll, pension, P11D, CIS and other calculations, training, making electronic payments, viewing and printing documents relating to your pay run, your data, your payments and other calculations, E-Filing and downloading, and other related services, on an "as is" and "as available" basis.
4.2 E-Filing Services
The Website also acts as a venue where you can E-File your various RTI forms such as EAS, FFPS, FPS, EPS, NVR, EYU, P11D, P11D(b), P46(cars), P9D, CIS monthly returns and Verifications and others to be added from time to time as we think suitable, on an "as is" and "as available" basis.
The validation of the E-Filing documents is based on the published HMRC Schema and Business Rules and some additional rules which we may impose. You undertake that all the required rules are fully complied with.
You understand that under the law you are obliged to e-file your returns to HMRC and ensure that the returns are truly and properly completed during each tax year. If, for whatever reason, you fail to e-file your Returns on time the system may only allow you to e-file your late returns no later than 10 months after the immediate past tax year deadline. Should you still be unable to complete your late returns within 10 months of the immediate past year deadline you accept that to e-file your returns you will have to deal with HMRC directly or with another e-filing system.
4.3 Downloading Services
The downloading services may include the download into your payroll system of the P6, P9, SL1, SL2, RTI and other notices due to your company from the HMRC, and other various notifications and notices to be added from time to time as we think suitable, on an " as is" and "as available" basis. You understand that the downloading of the above mentioned documents from the HMRC Data Provisional Service (DPS) server is only possible if you log in to the HMRC DPS through our system to download the respective documents.
4.4 Auto Tax Code Updates
The system does provide the facilities allowing users to automatically update their tax codes. However, you accept to take the full responsibility to check through each and every tax code update to ensure that the tax code update has been successfully executed.
4.5 Employee Access to Internet Payroll Accounts
This is important information for any employee who is invited by his or her employer to sign up for an employee Internet Payroll Account with this Internet payroll service.
You understand that all employers have the right to make use of modern Internet technology to conduct their business, including running the payroll and e-filing employee returns online. However, as an employee you have every right to find out from your employer at any time what Internet payroll means for you and its implications. If, for whatever reason, you do not like what you have found out about this Internet payroll service from your employer and from our website you have every right to raise your objection with your employer. It is up to any employee and his/her respective employer to resolve the matter between them.
For security and privacy reasons we will not access any signed up user's Internet Payroll Account nor interfere with any employer as to how the account is to be used within the services we provide. For the same reason we will not deal with anyone other than the employer who acted as the originator and initiated the account. Nevertheless you understand that this will not prevent you as an employee from exercising your legal right or raising your objections to us directly. Any objection to the Internet payroll only be accepted if it is made in writing. Any court order we receive, if any, will be complied with in full.
4.6 Mobile App and Services
The Mobile App Payslips or other mobile services we may provide are available through your mobile Device when it is within the servicing range of the wireless carrier you subscribe to. Access to and use of the Mobile App from your Device is subject to transmission limitation, delays, or interruption due to, hardware, software or network problems as well as government or regulatory restrictions, exchange rulings, court or tribunal orders or other human intervention;
You acknowledge and agree that neither 12CloudPayroll.com nor its subsidiaries, affiliates and/or its licensors will be responsible for or liable for the capabilities or reliability of your wireless service.
YOU UNDERSTAND THAT THERE ARE RISKS ASSOCIATED WITH USING A DEVICE, INCLUDING MOBILE APPLICATIONS ON A DEVICE, AND THAT IN THE EVENT OF THEFT OR LOSS, YOUR CONFIDENTIAL INFORMATION COULD BE COMPROMISED.
4.7 Work Place Pensions Letters
You understand and acknowledge that the Work Place Pension related letters in the system were created by non-legally qualified personnel. Your usage of the Announcement of Work Place Pension letter, the Auto-enrolment letter, the Entitled Job Holder letter, the Non-Qualified Job holder letter, the Qualified job holder letter and Postponement letter and any other Work Place Pension related letter are solely your responsibility, with no recourse to us. You hereby further confirm that you will only use these provided Work Place Pension related letters after you have consulted qualified legal personnel or the Pensions Regulator.
4.8 Disposal of Data / Deletion of Accounts / Closing your Account
You accept that in order to make our cloud system work efficiently we will place any account that is not active for more than 12 months into INACTIVE ACCOUNT "cold storage". To keep an account active the account holder has to file a full Final Submission for the Tax Year (FSY). If you do not do this your inactive account will be suspended and moved into cold storage. If you fail to file a Final submission for the Tax Year (FSY) your account will not be moved to the latest tax year and after 12 months it will be deemed as inactive and you will no longer be able to sign in to the account. You accept that the charge to you for us to move an inactive account back to an active account is £200 plus VAT.
You have the right to close your account with us at any time, and you accept that once your account is closed this closure can not be reversed and you and all the associated users under this account will permanently no longer be able to access the data under this account. For a payroll agent - your own company account, your clients' accounts and all the employees under your account, etc will no longer be able to access the payroll data of any kind. For an Employer - all your company and employees' data under the account will be closed permanently with no access to it ever again. For an Employee - if you closed your account you will no longer be able to access the payroll account set up for you over the Internet or mobile device.
All users - including but not limited to Payroll Agents, Employers, Employer Agents and Employees - you accept that if you want to close your account, you must do this yourself by completing the provided process yourself. This involves signing in to your respective account, then clicking on the Close Account option and then following all the steps given to complete the process. If you do not complete this process your account and associated data will not be closed.
You accept that for security reasons (e.g. email requests can be fraudulently created or phone calls can be made under false pretences) we will not act on your behalf to close your account and any request made to us by email, phone call, or other means, for us to close an account for you will not be entertained.
If you are an employee and disagree with this closing account process you can request that your employer does not issue you with ePayslips and other statutory documents via Internet or mobile accounts and insist on having paper versions of payslips, P60 etc. Having an ePayslip account is an optional choice and you have every right not to use it and continue with paper versions.
4.9 E-Filing User ID and Password
By entering and leaving your E-Filing details in our Website, namely your HMRC User ID and Password, and/or other details, you declare that you are the authorised person to do so. In so doing you are giving the instruction to us to automate the E-Filing and downloading facilities available at that time. You undertake to remove your HMRC E-Filing details, such as the HMRC issued User ID and Password, if you wish to withdraw from the automatic E-Filing or downloading facilities after each E-Filing or download.
4.10 Starting a New Tax Year
You understand that once you close the current tax year and have started the new tax year, all your previous tax year data will be frozen and cannot be amended or rolled back. You therefore accept that you will always make a thorough check on your complete tax year's data before you start the new tax year. HMRC may from time to time make changes to their E-Filing Business Rules which may warrent that you amend your current tax year data in order to comply with their E-Filing requirements. You therefore understand that it is always better for you to complete your E-Filing before you move to the new tax year.
By registering and using our Website you undertake to use these provided facilities solely for the above mentioned purposes.
5. Electronic payments arrangements
Different electronic payment providers may be displayed on our Website and you understand that these are only displayed for your convenience to access in order to make payments. We do not represent, nor are we Agents for, nor are we responsible for any of these financial providers.
You understand that in order for you to make electronic payments, be it credit card payments, BACS payments, fax payments or other electronic payment arrangements through our Website, you will need to make arrangements and agreements with a third party financial provider outside of our service. You should only use our payment software facility after you have set up proper arrangements and agreements with the financial provider. You further understand that we do not give any guarantee or warranty for any payment transaction you may make through our Website. The electronic payment service facility is again provided on an 'as is' and 'as available' basis.
6. Providing Pay Calculation, E-Filing, and Downloading services only, not advice.
You acknowledge that 12CloudPayroll.com provides only the facilities for you to calculate your payroll and other services as spelled out above. 12CloudPayroll.com does not provide any tax advice, legal advice, pay administration advice, payment advice, advice on how to use the Website facilities, nor does 12CloudPayroll.com provide or endorse any kind of financial or other advice.
Any statement, correspondence or incidental conversation between the staff of 12CloudPayroll.com and yourself, which could be seen or construed as advice, is entirely between you and the individual staff member concerned. You agree that any advice given by any of 12CloudPayroll.com’s staff, or any statement you have seen in the 12CloudPayroll.com Website, either expressly or implied, whether or not under our letterhead, should be taken as purely a personal opinion and used at your own risk and we shall not be held responsible for any consequences arising or in connection thereof.
You further undertake that any final decision you make will not be based on any statement made by 12CloudPayroll.com or its staff. You will make your final decision only after consulting a suitable qualified legal expert, or tax consultant, or IT consultant, etc.
You should attend computer training courses, or any other courses, which may be conducted by 12CloudPayroll.com or others, to learn how to use the Website facilities we provide, and/or other related Internet web sites such as HMRC, and/or other web sites correctly. You may need to sign up for paid support provided by a third party to administrate and use the Website facilities we provide correctly.
The pre-set items in our payroll and other facilities are commonly used items to many users. They may not be applicable to you. It must not be construed that we are dictating or advising you on how you should run the payroll. You take full responsibility to check the pre-set items to see if the pre-set items are suitable for your use before you begin to use the facilities.
7. Data Accuracy, Compliance and Security
You accept that we will only contact you using the details you state in your account and any changes of your address or other contact details can only be done by you by logging in to your account and making the changes yourself. Any email or other form of notice requesting to have your your address or contact details changed by us will not be valid or accepted.
You acknowledge that you will take full responsibility for all the data entered and uploaded into our system as we have no control over the authority, the quality or safety of the data input and the data updates regardless of whether you are an employer user, an employee user, a bureau agent user, a client user, or another appointed user. You and you alone are responsible for the accuracy and completeness of your records. All liabilities howsoever arising as a result of errors, inaccuracies, omissions, or a lack of clarity in your data records, in so far as they attach to us, are excluded.
We are not involved in any transactions between you, your authorised users, your Agents, your Clients, your employees, HMRC, your bank and others. Our service also excludes any investigation or payroll audit into your affairs by HMRC, and also excludes enquiries.
For security and other reasons you accept that we have the right from time to time to monitor what data is being entered or uploaded into our system. Your uploaded data may be placed in a temporary holding bin for checking and screening to ensure that it does not contain virus and non-complying items and, if necessary, for us to view and test to see if the data complies with HMRC or Companies House data format rules before the data can be accepted into the system for processing or e-filing to HMRC or Companies House.
8. Sign up/Sign in details
You undertake to keep your security Sign In ID, Password and Pattern Word and any other sign up and sign in details secret. You further undertake to change your Password regularly. If you do not know how to change your Password, you undertake to seek expert advice on how to do so. You must not tell anyone these details or write them down in a manner that would allow someone else to use them and access your data. Never include your Password or Pattern Word in an E-Mail or a letter. You understand that 12CloudPayroll.com will never ask you to enter your Password or Memorable Word on any other Website or letter or E-Mail. You will not tell anyone, including 12CloudPayroll.com staff, your Password or Pattern Word, or any sign up and sign in details over the phone, or by any other correspondence or E-Mail. Do not enter your Password and Pattern Word while someone else is watching. If you do not comply with these undertakings or follow this advice, we will take no responsibility for any security breach that may result.
You must notify your System Administrator and write to us immediately if you suspect that someone knows your sign in details and/or has accessed your data.
You accept that for reasons of data security 12CloudPayroll.com is not obliged to reply to any e-mail or letter, nor enter into any verbal discussion, regarding forgotten sign in details. If you forget your sign in details the only way for you to recover them is to click on the 'Forgot Sign In' button on our website and follow the on-line instructions.
9. Support Request
You understand that when you enable the Support Request function in our system you are inviting our Support Team to access your account. They will have the same access rights as you have and will be able to view your employees', your clients', your clients' employees' data, from any Internet point be it in the UK or abroad, over the Internet.
You understand that neither the system, nor anyone in our company, will automatically disable the Support Request and it is entirely your responsibility as the initiator of the Support Request to disable the function whenever you find the Support Request is no longer required.
Given the possible risks entailed by the Support Request you undertake to first of all obtain the consent from all the payroll parties concerned, this includes your employees, your clients, your client's employees and anyone else related to you for the payroll services, before enabling the Support Request. Once you enable the Support Request we can only assume you have got the definite consent from the payroll parties concerned and you take full responsibility for the consent. We will not take responsibility for any risk or breach of confidentiality if you choose to use this function as a means of getting support.
10. User Undertaking and Responsibility
If you are an employer or an employer appointed user you undertake to seek the consent of your employees and your clients before entering any of their data on the 12CloudPayroll.com Website facilities. You agree to indemnify 12CloudPayroll.com for the consequences of any authorised and unauthorised entry of employee or client data into the 12CloudPayroll.com Website.
You may grant permission to your clients, employees and additional users to access the 12CloudPayroll.com Website to view, print and update the related data and you therefore undertake full responsibility for the conduct of their Internet accounts and their access to the 12CloudPayroll.com Website.
Your Additional Users and Support Users
Appointing an additional user:- You acknowledge that the additional user here includes any additional user you appoint to use the account you have created, be it an employee of the company, a client, a helper, or any other person who may have part or full access to your entire system, its details and its functionality. You accept sole responsibility for whoever you appoint as an additional user. You undertake that you will check the full credentials and identity of those who you wish to appoint as an additional user. You also accept that you will not hold us responsible in any way whatsoever for providing the facility which allows you to appoint an additional user.
You understand that if you appoint anyone as an additional user or a support user you are effectively granting the appointed user full access to your companies employees personal details, as well as payroll details. You accept that you will undertake to take full responsibility to ensure the additional user or support user has complied with the requirements of the Data Protection Act before you appoint whoever concerned as an additional user.
Responsibilities of Additional Users and Support Users
If you have been appointed as an additional user or support user or any other user, you undertake that you will never disclose any details you have seen or come across relating to the employee's personal details or pay details, or any details of the employer who appointed you, either by intention or by mistake. As an additional user or support user or other user you agree that you will compensate the employee concerned, the employer concerned, as well as the service provider of this website, for any consequential losses without limit if you are found to be in breach of confidentiality and non disclosure undertaking.
Should there be any correspondence between you and any of our staff the views or opinions presented in any of our E-Mails or letters are solely those of the author and do not necessarily represent those of 12CloudPayroll.com. Any E-Mails you may send to 12CloudPayroll.com may be monitored by 12CloudPayroll.com for operational or business reasons.
Around 99% of computer virus are spread through E-Mails with attached files. For this reason, you agree not to send 12CloudPayroll.com any E-Mail containing attached files or any E-Mail containing linkages which may trigger a virus. You also understand that any E-Mail containing an attached file will be automatically rejected by 12CloudPayroll.com. 12CloudPayroll.com does not accept responsibility for any damages whatsoever that is caused by viruses being passed on.
12CloudPayroll.com may from time to time send you important notifications to your registered E-Mail address regarding important data updates or security alerts. You undertake to check your E-Mail account for these notifications on a regular basis.
Internet communications, including E-Mail, SMS or fax which contain a letter, payslips, or other data, if any, go through various ISP and various Internet hubs before they reach you and therefore are not secure. For this reason you accept that 12CloudPayroll.com does not accept legal responsibility for the contents of any messages transmitted over the Internet.
You agree that any telephone calls made to or from 12CloudPayroll.com may be recorded for quality control and training purposes and you further agree that the details of the calls may be made public should any dispute arise provided the call does not include any individual's personal confidential details.
The E-Filing and downloading of various day to day documents such as FPS, EPS, NVR, EYU, P6, P9, SL1 and SL2 etc is free. However, an invoice will be raised at the end of each tax year based on the number of P60s generated for that tax year. Charges will be made at the published rate as shown on our Website.
You acknowledge that if you forget your sign-in details, 12CloudPayroll.com reserves the right to impose a levy to recover the additional administrative costs involved in administrating your sign-in details.
You acknowledge that you are obliged to update your payroll tax year to bring it in line with the current tax year at all time. If you fail to update your payroll account and allow it to lag behind the current tax year for more than 12 months, your account may be suspended and you will need to pay us a fee of £200 if and when you need to reactivate your suspended account.
You also acknowledge that it is illegal to create multiple accounts for the same company or organisation, and you accept that 12CloudPayroll.com has the right to impose a penalty of £1000 (one thousand GB pounds) for each of the multiple accounts created. This is to prevent malpractice and any abuse of any free offer period or limit.
12CloudPayroll.com may in its absolute discretion waive any charges and allow any free usage at any time, however if we do so, we will not be deemed to have waived the charges or fees on any other occasion. We reserve the right to change the published fees and charges and impose new charges, if any, at any time without notice.
13. Invoicing and Payment Terms
Unless otherwise stated, all fees are payable in GB Pounds sterling and all invoices are subject to VAT at the prevailing rate and are payable before the specified due date. You agree that we may issue you with invoices in an electronic format by E-Mail or by placing the invoices in a place where you can print them at anytime. As a user, you accept that these electronic invoices are 12CloudPayroll.com's official invoices and you will undertake to print out the invoices yourself if you require hard copies.
All fees due to 12CloudPayroll.com must be paid within the given credit time limit shown in the invoice and on the website. Failing to pay within the credit time limit may make you liable to pay interest on top of the invoice amount and also result in your internet payroll account being suspended. Once your account is suspended you will not be able to access to any of your data in the account.
We may request that payment should be made to 12CloudPayroll.com using PayPal, or any other online payment service, to be further defined from time to time. If you choose not to use this quick and easy payment method, and instead choose to pay us using another payment method such as cheque or bank transfer, 12CloudPayroll.com has the right to impose a levy to cover the extra administration costs.
Our standard credit term is not more than 30 days.
14. Termination of Service
You agree that 12CloudPayroll.com in its sole discretion may terminate your password, your account (or any part thereof), or use of the Website and its facilities, and remove and discard any content within the Website and its facilities, for any reason, including without limitation, a lack of use, or if 12CloudPayroll.com believes that you have violated or acted inconsistently within the letter or spirit of the Terms of Service. You agree that if 12CloudPayroll.com exercises its right to terminate its facilities to you, its decision is final and you have no right to appeal. You also agree that there will be no compensation of any kind for losses or inconvenience arising out of the termination of the use of the 12CloudPayroll.com Website or its facilities. 12CloudPayroll.com also reserves the right to withdraw either the whole or part of the Website service and its facilities at any time, with or without notice or reason to any of its users.
You accept that your account may be terminated either by official notice, and/or as a result of you not using the account for more than one year, and/or as a result of overdue payment. If your account is terminated you will no longer have any access rights to the account. Should you need to access to the account and use any of the services in our system after the account is terminated, a fresh agreement and prices must be agreed first.
You understand that you should never leave your computer whilst you are signed in to our Website. Always sign out from our Website and its facilities whenever you are not using them. If using a public or shared computer, for example at an Internet cafe, you must undertake to sign out and close down any browser windows when you have finished using our Website and its facilities.
You undertake to update your postal address details and identity details on our Website immediately as they change or just prior to them changing. You accept that you will be obliged to provide us with proof of identify if you use our sign in recovery facility. Recovered sign in details will be printed on to normal plain paper and placed in an ordinary plain envelope and sent to you at the address you have entered in our website. If you wish to have the recovered sign in details sent to an address different to the one you entered in our website you will need to follow the additional instructions we state in our recovery process, which may involve you engaging a UK Law Society registered lawyer to identify you and indemnify us of the consequences of sending the details to a different address. You agree that when we post you any recovery details we do not take any responsibility for postal and postal associated problems. You accept the risks involved in the way the recovered sign in details are communicated to you.
You expressly acknowledge and agree that any material and/or information downloaded or otherwise obtained through the use of our Website and its facilities is done at your own discretion and risk and that you shall be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data.
16. DISCLAIMER OF WARRANTIES
THE WEBSITE, INFORMATION AND PRODUCTS PROVIDED BY 12CloudPayroll.com OVER THE INTERNET OR MOBILE APP ARE PROVIDED ON AN "AS IS," AND "AS AVAILABLE" BASIS. YOU AGREE THAT YOUR USE OF AND ACCESS TO THE WEBSITE SERVICES AND MOBILE APP ARE AT YOUR SOLE RISK. WE DO NOT WARRANT THE INFORMATION OR SERVICES PROVIDED THEREIN OR YOUR USE OF THE SERVICES GENERALLY, EITHER EXPRESSLY OR IMPLIED, FOR ANY PARTICULAR PURPOSE, AND EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT COULD RESULT FROM INTERCEPTION BY THIRD PARTIES OF ANY INFORMATION OR SERVICES MADE AVAILABLE TO YOU VIA THE WEBSITE OR MOBILE APP OR OTHER COMMUNICATION CHANNELS. WE DO NOT WARRANT THAT THE SERVICES WILL WORK ON A DEVICE OR ACROSS THE NETWORK OF A WIRELESS SERVICE PROVIDER.
We nor any of our subsidiaries, affiliates, directors, officers or employees, nor any of our Licensors (as defined herein), nor any third party vendor, will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of the Website services and/or the Mobile App, or resulting from the act or omission of any other party involved in providing the Website services or making the Mobile App.
17. LIMITATION OF LIABILITY
In conjunction with the Disclaimer of Warranties of the Website system and Mobile App services as explained above, you expressly understand and agree that any claim against us shall be limited to the amount you have paid us in one tax year, if any, for use of the products and/or services. We will not be liable for any direct, indirect, incidental, consequential or exemplary loss or damages which may be incurred by you as a result of using our Website or Mobile App services, or as a result of any changes, data loss or corruption, cancellation, loss of access, or downtime to the full extent that applicable limitation of liability laws apply.
18. Third Party Sites
The Website and its facilities may contain links to other sites not maintained by 12CloudPayroll.com. We are not responsible for the content of these third party sites. By accessing other websites through links provided by 12CloudPayroll.com, you agree to the following: -
Independent providers have produced the material available on these sites. Any opinions or recommendations are solely those of the independent providers and are not the opinions or recommendations of 12CloudPayroll.com. 12CloudPayroll.com cannot guarantee the timeliness, accuracy, adequacy, or completeness of any such information. The materials and information you may find on these third party sites are provided on an "as is" basis without warranty of any kind, either express or implied, including without limitation any warranty for information, services, or products provided through or in connection with the 12CloudPayroll.com Website and any implied warranties of merchantability, fitness for a particular purpose, expectation of privacy or non-infringement. 12CloudPayroll.com will not be held liable for any damages or injury resulting from the use of linked sites.
The Website may also contain material submitted and created by third parties. We do not make any recommendation or endorsement as to any service or product or to any material, including advertisements, submitted by third parties to our Website. 12CloudPayroll.com excludes all liability for any illegality arising from, or error, omission or inaccuracy in such material.
In consideration of your use of the Service, you agree that 12CloudPayroll.com reserves the right to place any advertisement on any page and any where on the page in our Website, at any time.
Your correspondence or dealings with, or participation in promotions of, advertisers and merchants found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or merchant, to the fullest extent permitted by applicable law, you agree that 12CloudPayroll.com shall not be responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such advertisers and merchants on the Service. Any orders placed by you are subject to confirmation by, and the terms and conditions of business of, the relevant Merchant.
20. Third Party Rights
In the event that you have any right, claim or action against any other user arising from that user's use of the Website and its facilities, you agree to pursue such right, claim or action independently of and without recourse to us, and you release 12CloudPayroll.com from all claims, liability, damages, losses, costs and expenses, including legal fees, known and unknown, arising from or in any way connected with such right, claim or action.
A person who is not a party to this Terms of Service has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Terms of Service but this does not affect any right or remedy of a third party specified in this Terms of Service or which exists or is available apart from that Act.
21. Governing Law
This Terms of Service shall be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the English courts.
22. Licensing and Copyright
You understand and acknowledge that NetPayDue.com Limited, known as NetPayDue (Company No. 03935066) owns the 12CloudPayroll.com Website and the App. The Terms and Conditions of Service governing the use of the Website and/or the App forms the agreement between you and NetPayDue.
The creation of the 12CloudPayroll.com Website and the App is based on INTERSOFTWARE SOLUTIONS LIMITED's, known as ISS (Company No. 03306112), source code. NetPayDue does not own the 12CloudPayroll.com source code but uses it under license from ISS.
ISS is the copyright and other intellectual property rights holder of the software source code of the 12CloudPayroll.com Website and App.
ISS and its licensee, Netpaydue, do not give any warranty express or implied (including, but not limited to, any express or implied warranties as to fitness for purpose, suitability, accuracy and completeness of content, quality and availability), relating to your access and use of the Website and/or the App and its services, to the maximum extent permitted by applicable law.
The Terms and Conditions of Service governing the use of the Website and/or the App forms the agreement between you and NetPayDue. ISS, the Licensor, has no control over how the service provider, the Licensee, provides the service. ISS is not party to any contract with any third party user.
The Software mentioned above includes the business workflow, the business logic, the source code of the software, the various calculation engines, the specific pension calculations and reporting systems, the audio and video delivery system, all of the web services API XML interface and production system, all of the CSV file format interfaces and production systems, all of the GFF file format interfaces and production systems, the server hosting system, the auto administration system for collecting payments, the sign-up and sign-in to the software system, various screen page designs, the reporting system and various reports, the rollback system, the multi user system, the employee Internet accounts, the e-filing system, the downloading system and the reminders for the users usage of the software, etc.
The copyright/intellectual property rights for the Software DOES NOT include 12CloudPayroll.com 's Home Page design, the colours, the logos, the icons, the marketing materials, any of the third party audio and video content in the system, the advertisement design, the external customer support system, all the third party service providers present at the Website and/or the App, the modified additional help files, the backup data system.
If any customisation and/or modification of the software is warranted, whether the original idea and design for customisation and/or modification comes from you or from others, you agree that the copyright/intellectual property right of the customised and/or modified software remains with ISS. ISS shall then in turn grant you a non-exclusive license to use the modified and/or customised software upon payment of the agreed fee or other consideration. All software is licensed, not sold.
Copyright 2014 ISS . All rights reserved. Reproduction, copying, usage, modifying, hiring, renting, public performance, transmission and/or broadcasting in whole or in part of the various Software or web pages is prohibited without the written consent of ISS. You may not reverse engineer, decompile, or disassemble the software, except and only to the extent that such opportunity is expressly permitted by applicable law notwithstanding this limitation.
The ownership of the copyright of the software may change and/or transfer at any time to a new owner, as the current owner ISS so chooses, without any prior warning or reason given. There is no guarantee that the new owner of the copyright will maintain the same commitment and terms and conditions as stated.
The Website is copyrighted © 2014 by INTERSOFTWARE SOLUTIONS LIMITED (Company No. 03306112). The homepage design is copyrighted by NetPayDue.com Limited and is detailed as above.
No one may link any other web site to the Website, without the prior written permission from 12CloudPayroll.com.
The names and logos of other companies and products mentioned on the Website may be the trade marks of third parties, including our business partners and are used by us with the permission of their respective owner(s). All trade names and trademarks are the property of their respective companies.
This Terms of Service constitutes the entire agreement between you and us in relation to the Website and its facilities and the license, and supersedes any other oral or written communications with respect to the Website and its facilities.
Copyright ©INTERSOFTWARE SOLUTIONS LIMITED (Company No. 03306112) 2006 All rights reserved.
C. Data Collection and Use
12CloudPayroll.com collects personally identifying information when you sign up with us. We will ask for your full name, address, E-Mail address, driving license detail and other information we may decide from time to time. Once you sign up with 12CloudPayroll.com and subscribe to our services, you are not anonymous to us.
Our Website acts as a venue where you can make use of our facilities to calculate your payroll, E-File your documents to Her Majesty's Revenue and Customs ("HMRC") and download your notices from HMRC. At the same time, you may make use of the Website to store, to view and to print out the documents relating to the pay calculation, E-Filing and downloading, and carry out other payroll related activities that may be added from time to time as we think suitable.
You understand that any data you enter on our Website and its facilities is collected for the purposes mainly of payroll calculating, E-Filing and downloading activities and other associated activities, paid or unpaid. This data will include but is not restricted to your employees and clients personal data such as, name, address, date of birth, National Insurance number, tax code and pay history, etc.
You also understand that we may use the data given by you for some general purposes such as to customise the advertising and content you see, based on the details given by you and your activity on our Website, to fulfill your requests for certain products and services, and to contact you about specials, new products, promotions and for customer feedback.
We undertake to design our system in such a way to minimise the use of personal data. You acknowledge that 12CloudPayroll.com has the right to scan the user database when required for administrative, advice and invoicing purposes whenever 12CloudPayroll.com deems it necessary.
D. Consent for Data Collection and Use
You undertake to seek the consent of your employees and your clients before entering any of their personal data on the 12CloudPayroll.com Website facilities. You will also undertake to inform all those employees, and clients who consent to having their personal data stored on the 12CloudPayroll.com facilities, exactly what data will be stored, and for what purposes it is stored.
E. Disclosure and sharing of your Data
We undertake not to sell, trade, rent or share any personally identifiable information to others. We will send your personally identifiable information to others only if;
- We have obtained your express consent to share the information.
- We need to share your information to provide the service or product you have requested, paid or unpaid.
- We need to send the information to others who work on behalf of 12CloudPayroll.com to provide a service or product to you.
- We find that your actions violate the terms of our Terms of Service or any of our usage guidelines.
- Our company is subject to a take-over or merger in which case the information will be disclosed to the new owners on the understanding that they will protect the information and only use the information in substantially the same way as previously.
- We must respond to court orders and any other legitimate request by authorities with which we must comply.
F. Reviewing your Data
You acknowledge that apart from data format validation checks, 12CloudPayroll.com does not monitor, edit or review whether the data provided by you is correct. We have no control over the authority, the quality or safety of the data input. You and you alone are responsible for the accuracy and completeness of your records.
You can edit your stored data at any time by signing in to your account and making the necessary changes. You can also request the deletion of your account by contacting 12CloudPayroll.com in writing by registered post to the address given on our Website. We undertake to stop processing your data upon receiving notification in writing and sent to us by registered post of your objection. We reserve the right to regularly delete any data that we deem is out of date or no longer required.
G. Confidentiality and Protecting your Data
We are fully committed to taking reasonable steps in the circumstances applicable to us to protect the security and privacy of any information or data submitted to our Website and its facilities. We undertake to adopt appropriate physical, electronic and procedural measures to protect personal data collected or stored on our Website and its facilities. We also use the appropriate Internet security protocol that we deem suitable to create a protected connection between you and our servers so that your data can be confidentially sent and retrieved.
Whilst we undertake to maintain the highest possible levels of security practicable to protect data it should be realized that no data transmission over the Internet or information storage technology can be guaranteed to be 100% secure, and there is always some risk of unauthorised access. 12CloudPayroll.com cannot be held liable for any breach of security. Any information submitted to us is done so at your own risk.
We limit access to personal information about you to those 12CloudPayroll.com employees who we believe reasonably need to come into contact with that information to provide products or services to you or in order to do their jobs.
Whilst we have security measures in place to protect your data, it remains your responsibility to keep your sign in details secret and to sign off from the 12CloudPayroll.com Website when you are not using it.
H. Use of IP Addresses and Cookies
IP addresses; for security purposes 12CloudPayroll.com automatically records the IP address of your computer each time you visit our Website.
Cookies; Cookies are small text files that we can transfer to your computer through your Web browser to enable our systems to 'remember' who you are and to provide personalised features. 12CloudPayroll.com may set and access cookies on your computer. For example, a cookie would be used if you wish your computer to recall your sign in ID each time you visit our Website. You may at any time turn off cookies in your browser.
12CloudPayroll.com does allow other companies that have advertisements on our Website to set and access their cookies on your computer. Other companies' use of their cookies is subject to their own privacy policies. Advertisers or other third parties do not have access to 12CloudPayroll.com cookies.
I. Links to third party sites
Our site contains links to other web sites. 12CloudPayroll.com is not responsible for the privacy practices, or the content, of these web sites. We recommend that you examine the privacy policies of these third party web sites to understand their procedures for collecting, using, and disclosing your information.
K. Questions, Suggestions and Communications
15 Blanford Road, Reigate, Surrey RH2 7DP
Last updated on: 06/07/2020