Terms of Service

Parties

1)GoCardless Limited, trading as Nuapay, incorporated and registered in the UK with company number 07495895 having its registered address as Sutton Yard, 65 Goswell Road, London, England, EC1V 7EN (Supplier)

2)Dayforce EMEA Limited, incorporated and registered in the UK with company number 10164768 having its registered address as c/o Corporation Service Company (Uk) Limited, 5 Churchill Place, 10th Floor, London, E14 5HU (Partner).

3)Client as defined in the Dayforce Order Form. (Client).

WHEREAS

Supplier is licenced and regulated by the Financial Conduct Authority as an Authorised Payment Institution for the provision of payment and associated services.

Supplier has developed services that allow Client to make payroll related payments to their employees using immediate payment channels. The service provided is integrated with and managed via the services provided to Client by Partner.

Associated with this contract is the Nuapay Policy relating to the management of personal data as applicable to data communicated by the Client this is accessible via the following link https://www.nuapay.com/en/privacy-policy/

NOW IT IS HEREBY AGREED AS FOLLOWS:

1) Nuapay Services-

Supplier shall host all aspects of the Nuapay Service and will perform maintenance and support services related to the Nuapay services for the duration of this agreement. In relation to the Nuapay Service;

  a) Supplier hereby grants to Client on and subject to the terms and conditions of this agreement a non-exclusive, non-transferable licence to access and to use the Nuapay solely for Client’s business purposes.

    b) The rights provided under this agreement are granted to Client and its affiliates and any associated/group company that is linked to Client and as defined in the Partner Agreement.

    c) Where Client requires services that fall outside of the jurisdiction of Supplier’s licence, Services will be provided by appropriately licenced companies within the GoCardless group subject to the terms of this Agreement.

    d) Supplier’s solution description for the services is described as follows:

• Supplier is licenced and regulated by the Financial Conduct Authority as an Authorised Payment Institution and by French Prudential Supervision and Resolution Authority as an Authorised Payment Institute for the provision of payment and associated services.

• Supplier has developed services that allow Client to make employee payments to their employees via a payment account issued and safeguarded by Supplier to the Client. The sole purpose of the payment account is to receive funds from Client, and only Client and its affiliates and any associated/group company that is linked to Client, to enable outbound instant payments via Suppliers outbound payment service. The service provided is integrated with and managed via the services provided to Client by Partner.

• Associated with this contract is the Nuapay Policy relating to the management of personal data as applicable to data communicated by the Client this is accessible via the following link https://www.nuapay.com/en/privacy-policy/

2) Processing Personal Data

Within this contract it is agreed that Client is the Data Controller; Supplier is the Data Processor when processing personal data belonging to employees of Client. Further all parties agree to comply with all applicable data protection regulation including but not limited to GDPR, DPA2018 and any successors thereof.

Personal data relating to personnel associated with Client is required in part to meet the mandatory requirements of Supplier to enable the provision of banking services and also to maintain the necessary contact with Client on behalf of Partner for the working Service covered by the agreement.

Personal data held for these purposes may include any of the following items

Name

Address

Telephone number

e-mail address

The processing of personal data will continue only whilst this agreement is in force and will be deleted upon termination of this agreement or as required by applicable financial crime regulations.

Supplier may transfer personal data to other GoCardless group companies only where this is required to meet specific Client instructions as required for the provision of the Services.

For the provision of Services covered by this agreement including enabling financial transactions to be actioned between Client and their employees, personal data relating to employees of Client will be processed. The data used for this purpose may include the following items:

Name

Address

Bank account details

Telephone number

e-mail address

Such data will be returned to Client or deleted as requested by Client on the termination of this agreement subject to applicable local laws which may require certain data items to be retained for a period not exceeding 10 years.

Client has sole responsibility for the legality, reliability, integrity, accuracy and quality of all data it submits to the Services

Supplier will process all personal data provided by Client only on and in line with documented instructions from Client as defined within this and/or Partner contract, unless required to do so by any applicable law to which Supplier is subject. In such a case Supplier shall inform Client and Partner of that legal requirement before processing any data, unless that law prohibits such information being disclosed.

Supplier undertakes not to transfer to or store any personal data in any location outside of the EEA or the UK. Client acknowledges that Supplier may transfer data outside of these regions to a country designated by the EU to have equivalent data security standards at the time of the transfer. The transfer of personal data to other countries is only permitted where a sufficient legally binding contract is in place as applicable between the parties. Such legal agreements should incorporate the standard clauses as defined by the EU for this purpose. It is Suppliers sole responsibility to ensure that the necessary agreements are in place prior to the transfer of any data.

Supplier will ensure that persons, within its organisation or those at any sub-processor used, authorised to process personal data have committed themselves to confidentiality and have undergone training with regards to their responsibilities in this respect.

Supplier undertakes to takes all measures required to ensure the service delivered meets the data security, processing standards and archiving requirements as defined within the appropriate data protections regulation taking account of the nature of the data being processed. To this end Supplier will additionally retain up-to-date accreditation to appropriate standards such as ISO9001 and ISO27001.

Client accepts that Supplier may use other processors to fulfil its commitments, where and if this happens Supplier remains liable for the activities of such processors and will only engage with processors under formal contract requiring any processors used to fully comply with all aspects of applicable data protection and the prevention of financial crime regulations. Sub-processors may change from time to time and the list can be found at: https://customer.nuapay.com/sub-processor-list

Client accepts that Supplier may engage new or change processors as mentioned above. Should this happen Supplier will notify Client of such a change and provide information relating to the new processor. Under these circumstances Client has the right to terminate their contract with one month’s notice should they object to the use of the chosen processor.

Supplier provides no mechanism or contact point for Data Subjects referenced in data provided by Client to make any request or complaint regarding their data directly to Supplier. All such request must be made to Client. Supplier makes appropriate tools available to Client and will assists Client with appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Client’s obligation to respond to requests for exercising the Data Subject’s rights laid down in the applicable data protection regulation. Client remains responsible in ensuring any changes made to a Data Subject’s information are correct and appropriate. Supplier may prevent the application of Data Subject requests where such a request breach overriding legal and regulatory requirements in particular those regulations relating to the prevention of financial crime and terrorist funding.

Supplier will provide reasonable assistance to Client to enable them to ensure compliance with their obligations relating to data security, data protection and risk assessment as required by Regulation (EU) No 2016 / 679 of the European Parliament and of the Council of 27 April 2016 on the protection of personal data or any successor thereof.

Supplier will maintain records and make such records available to Client containing all information necessary to demonstrate compliance with the obligations laid down in the data protection regulation. The records held will include sufficient information to show that the activities of any sub-processor used are compliant with data protection regulations.

In the event of any loss or damage to Client Data, Client’s sole and exclusive remedy shall be for Supplier to use reasonable endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by Supplier.

3) Supplier Obligations – Supplier undertakes that:-

a) The Nuapay Services will perform substantially in accordance with the Solution Description from Supplier which is located under 1.d of this agreement and is periodically modified with version control.

b) Supplier will issue payment account(s) to Client in their name to facilitate the required payments.

c) All employee payments will be processed using the immediate payment system appropriate to geographical location of Client.

d) Accounts issued will be in the name of Client or any associated business thereof.

e) To process payments in accordance with the scheme rules that apply to the chosen payment mechanism. Further Supplier undertakes to provide payment and associated services in accordance with all applicable regulations, including but not limited to, regulations relating to fraud and financial crime as well as those covering data protection.

f) To safeguard all Client funds held by Client in a Nuapay issued account at all times in accordance with Supplier’s regulatory requirements.

4) Client Onboarding –

In line with its regulatory requirements, Supplier will carry out a number of Customer Due Diligence checks based on the information provided by Client. Supplier may export Client data to external suppliers such as credit reference bureau in order to meet Supplier’s statutory requirements.

5) Use of Nuapay payment accounts –

Client will operate their Nuapay account(s) in line with the following conditions.

a) The account will be used solely for the purpose of paying employee benefits to their employees using a relevant immediate payment system.

b) Supplier will only accept payment instructions via the established Partner interface.

6) Client Obligations – Client shall:

a) Provide Supplier with; all necessary access to such information, personnel and necessary cooperation as may be required by Supplier in order to render the Nuapay Service and for Supplier to fulfil its regulatory and legal responsibilities including but not limited to Client Data.

b) Comply with all applicable laws and regulations with respect to its activities under this agreement; and carry out all other Client responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in Client’s provision of such assistance as agreed by the parties, Supplier may in consultation with Client and Partner adjust any timetable or delivery schedule set out in this agreement as reasonably necessary.

c) Keep Supplier fully indemnified on first demand against all actions, claims, damages, costs and expenses (including legal fees and expenses on a full indemnity basis) and whether directly or indirectly, which Supplier may suffer, sustain or incur with reference to or as a consequence of Supplier acting on Client’s behalf as a participant in the Scheme.

d) By accepting this agreement confirm that a suitable agreement is in place between Client and Partner to permit Partner to issue payment instructions to Supplier on their behalf.

e) Agree to be bound by all payment instructions issued by Partner to Supplier.

f) Transfer sufficient funds to their Nuapay account in a timely manner to enable any payment instructions received by Supplier to be processed.

g) Resolve any disputes concerning payments directly with employees.

7) Fees –

All fees for the use of the service are covered within the agreement between Client and Partner.

8) Proprietary Rights –

Client acknowledges and agrees that Supplier and/or its licensors or sub-contractors own all intellectual property rights in the Nuapay services.

9) Confidentiality –

Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. Confidential Information shall mean any information provided by one party to the other that is either designated as confidential or which by its nature is clearly confidential information. Other than as permitted in this agreement each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party. 

10) Indemnity –

Supplier shall defend Client against any claim that the Nuapay Service infringes any copyright of any third party, provided that: Supplier is given prompt notice of any such claim; Client makes no voluntary admission or disclosure without Supplier’s consent; Client provides reasonable co-operation with Supplier in the defence and settlement of such claim, at Supplier’s expense; and Supplier or its sub-contractor is given sole authority to defend or settle the claim. The foregoing states Client’s sole and exclusive rights and remedies, and Supplier’s entire obligations and liability, for copyright infringement.

11) Limitation of Liability –

This clause sets out the entire financial liability of Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to Client, in respect of this agreement. However, nothing in this agreement excludes the liability of Supplier:

– for death or personal injury caused by Supplier’s negligence; or

– for fraud or fraudulent misrepresentation or

– to the extent not permitted by law.

a) Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this agreement; and

b) Supplier’s total aggregate liability arising in connection with the performance or contemplated performance of this agreement in each year shall be limited to 115% of the fees received by the Supplier for the provision of Services to the Client in the previous 12 months.

c) Except as expressly and specifically provided in this agreement:

– a)Client assumes sole responsibility for results obtained from the use of the Nuapay services by Client, and for conclusions drawn from such use. Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Supplier by Client in connection with the Nuapay Service, or any actions taken by Supplier at Client’s direction; and

– b)all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.

12) Term and Termination –

a) This agreement shall commence on the Effective Date and shall continue unless terminated in writing by Partner on behalf of Client. Supplier will give a minimum of 6 months’ notice should it wish to terminate the contract except where the conditions below apply. Partner will give notice of at least one calendar month to Supplier should they wish to terminate this contract.

b) Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if: the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or an administrator, receiver or liquidator is appointed in connection with the other party or any part of its business, or it is otherwise insolvent; or the other party ceases, is likely to or threatens to cease, to trade or the licence under which Client operates is revoked either by Client or their appropriate regulatory body .

c) Supplier shall be entitled to suspend the processing of any transaction, singularly or as a batch, if a transaction fails any Anti Money Laundering or financial crime checks that Supplier carries out as part of its regulatory commitments. Notwithstanding any other provisions in this agreement, Supplier shall cease provision of any Services in the event that there are established legitimate concerns surrounding Client, including but not limited to the security of the payment services or being in breach of this agreement

d) On termination of this agreement for any reason:

i. all licences granted under this agreement shall immediately terminate and Client shall cease use of the Nuapay Service.

ii. all Nuapay payment accounts issued to Client will be closed on the termination date.

iii. Supplier will, at the choice of Client, delete or return all the personal data to Client after the end of the provision of services relating to processing data. Supplier may restrict the deletion of personal data where such an activity would breech compliance with any financial crime and terrorist financing regulation that applies to Supplier.

iv. Supplier will retain information relating to the use of all Nuapay services used by Client for a period of sufficient time to meet all statutory requirements in this respect.

13) Force Majeure –

Supplier shall have no liability to Client under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs affecting services as declared by statutory body, failure of a utility service or transport or telecommunications network by the provider in the jurisdiction, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction fire, flood, storm affecting connections in the region Supplier being denied access to, the channels used for the clearing and settlement of the funds of Client. The non-performance in this section shall only be excused where despite invoking the business continuity programme, Supplier is unable to restore the normalcy of the services.

14) Waiver –

No failure, delay, or indulgence on the part of either party in exercising any right of that party pursuant to this agreement shall operate as a waiver of that right. Further, no single or partial exercise of any such power or right shall preclude any other or further exercise thereof or the exercise of any other such power or right arising or under this agreement.

15) Severance –

Where any provision in this agreement is held by a court of competent jurisdiction to be invalid or unenforceable then the provision shall be given effect to in such reduced form as may be agreed between the parties. Where that agreement is not made and so recorded in writing

then this agreement shall continue as if the relevant provision did not exist.

16) Entire Agreement –

This agreement shall be the complete and exclusive statement between the Parties governing the subject matter of this agreement, superseding all related proposals, statements and arrangements and any other written or other communication between the Parties No amendment of this agreement shall be effective unless in writing, stated to be an amendment to this agreement or its Schedules and signed by an authorised signatory of each party.

17) Assignment –

Client / Partner must inform Supplier in the event of , assignment, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

18) Notices –

Any notice to be given hereunder shall be in writing delivered to the relevant party at its address contained herein (or such other address as shall have been notified to the other party) by registered or recorded delivery post or by email. Notices sent by registered or recorded delivery post shall be deemed to have been delivered five days after the date on which the notice is posted, post sent by international courier shall be deemed to have been delivered on the date of signature of the receiving Party and notice by email shall be deemed received on the next business day after sending unless a delivery failure notice has been received by the sender.

19) Governing Law –

This agreement shall be governed by and construed in accordance with the Laws and of England and Wales and the parties hereto submit to the jurisdiction of the English Courts.

20) Language –

All correspondence under and in connection with this agreement and all deliverables pursuant to a Schedule hereto shall be in the English languages.

21) Interpretation –

Clause, schedule and paragraph headings shall not affect the interpretation of this agreement. Words in the singular shall include the plural and vice versa. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. A reference to writing or written includes faxes but not e-mail. References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

22) Means of complaint –

If the services provided by Nuapay do not meet the Client’s expectations, the Client can send a complaint by email to Dayforce as a first port of call at Support@dayforce.com and may escalate a complaint to Nuapay at support@nuapay.com. Any query of complaint raised to Nuapay will be issued with a unique reference to Client to allow them to track progress in resolving the issue or response. The maximum response time from Nuapay will also be communicated to the Client, as well as the mechanism for escalating said query or complaint within Nuapay’s business in the event that a satisfactory solution has not been obtained within the allotted time.

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