Thrive4 customer
Terms and conditions
TERMS AND CONDITIONS OF PAY HERE LIMITED (TRADING AS THRIVE4)
This is our terms and conditions page. Please read what we’ve written as it sets out what you can expect from us when you use the Service and vice versa.
These terms and conditions do change from time to time and we suggest that you visit this page each time you look at the site to review any changes. This version of the terms and conditions was produced in June 2026.
By registering for an account, you are accepting these Terms and Conditions.
GENERAL TERMS
- AGREEMENT
These Terms and Conditions are meant to form the basis of the agreement between us and both you and we agree to be bound by what they say.
They comprise the following sections:
General Terms
Service Terms ‒ Organisation
For the purposes of the Agreement:
We, Us, Our is Pay Here Limited, Company Reg No 08441319, a company registered in England and Wales whose registered office is at Yew Tree House, Lewes Road, Forest Row RH18 5AA.
You, Your is an Organisation.
Organiser is a representative of the Organisation entitled to use our Services on its behalf.
Organisation is an entity entering into this Agreement, as an organising body and not an individual and which has control over data entered by Users.
User is person who creates an account with us whose data is being processed by us.
Thrive4 means Pay Here Limited and includes services marketed under Thrive4 and any sector-specific or product-specific brands operated by Pay Here Limited from time to time.
- ORDER OF PRECEDENCE
If there is any conflict between documents, the following order applies:
- Sales Order Form
- Statement of Work
- This Agreement
- THE SERVICES
3.1 Thrive4 shall provide the Services purchased by the Customer.
3.2 Thrive4 may improve, modify, replace or enhance the Services from time to time provided such changes do not materially reduce the value of the purchased Services.
3.3 Services may be delivered by Thrive4 or through authorised representatives acting on its behalf.
3.4 Certain Services may be subject to a Statement of Work.
3.5 Access to ThriveHub, learning resources, templates, tools and content may be provided to Customers and prospective customers at Thrive4's discretion.
- YOUR PROMISES TO US
You agree that:
4.1 You have the right to enter into these Terms and Conditions with us and that you are over the age of 18 years.
4.2 You will have only one Account with us, unless otherwise agreed by us.
4.3 Your username will not be offensive, suggest that you are someone else or that you represent a trade or brand name with which you are not associated and that we have the right to insist that you change username if we think it breaks this term.
4.4 You won’t use robots, spiders, scrapers or similar things on the Site.
4.5 You won’t try to get around any things we put on the Platform to stop or limit access to parts of it.
4.6 You won’t do anything that might cause our systems to crash.
4.7 You won’t steal the Site or any part of it for use in any other site or application.
4.8 You won’t try to modify, translate, adapt, edit, decompile, disassemble or reverse engineer any programs we use in connection with the Site or the services it offers.
4.9 You won’t copy, imitate or use the software, trademarks and/or designs and/or layout or anything else on or available through the Site which would usually amount to intellectual property and which we own.
- INTELLECTUAL PROPERTY
5.1 All intellectual property rights in the Services remain the property of Thrive4 or its licensors.
5.2 This includes:
- software;
- learning content;
- courses;
- videos;
- templates;
- frameworks;
- methodologies;
- playbooks;
- reports;
- resources;
- workshop materials;
- mentoring materials;
- AI-generated outputs; and
- documentation.
5.3 The Customer receives a non-exclusive, non-transferable licence to use such materials internally for its own organisational purposes.
5.4 The Customer shall not:
- resell;
- reproduce;
- distribute;
- publish;
- modify for resale; or
- commercially exploit
any Thrive4 intellectual property without written permission.
- THRIVEHUB CONTENT
6.1 Access to ThriveHub content does not transfer any intellectual property rights to the Customer.
- PROFESSIONAL SERVICES AND OUTCOMES
7.1 Thrive4 provides software, training, resources, consultancy, mentoring, workshops and support services designed to assist organisations in achieving their objectives.
7.2 Thrive4 does not guarantee any specific outcome, including but not limited to:
- grant funding;
- sponsorship revenue;
- increased participation;
- membership growth;
- operational improvements;
- financial improvements;
- retention improvements; or
- any other financial, operational or organisational outcome,
unless expressly agreed in writing.
7.3 The Customer acknowledges that Thrive4's obligations under this Agreement are limited to the provision of the Services and do not extend to the achievement of any specific outcome unless expressly agreed in writing.
7.4 The Customer remains solely responsible for all decisions, actions and omissions arising from its use of the Services.
7.5 The Customer acknowledges that achievement of any outcome requires active participation by the Customer and Thrive4 shall not be responsible for any failure to achieve outcomes where recommendations, actions, implementation activities or other agreed responsibilities are not completed by the Customer.
7.6 Reliance on Guidance and Recommendations
The Services may include guidance, recommendations, templates, resources, mentoring, consultancy, workshops and other forms of support.
Unless expressly agreed in writing, Thrive4 does not provide legal, financial, tax, regulatory or other regulated professional advice.
The Customer remains responsible for evaluating, implementing and acting upon any recommendations, guidance or materials provided through the Services and for obtaining independent specialist advice where appropriate.
Thrive4 shall not be liable for any loss, cost, claim, liability or damage arising from decisions made, actions taken or actions not taken by the Customer based upon guidance, recommendations or materials provided through the Services.
- AI SERVICES
8.1 Certain Services may incorporate AI Services.
8.2 AI-generated outputs are provided for guidance purposes only.
8.3 AI-generated content should not be treated as legal, financial, regulatory or professional advice.
8.4 The Customer remains responsible for reviewing and validating any AI-generated outputs before relying upon them.
- ACCOUNTS AND PAYMENT
9.1 Where access to a Service requires an Account, the Customer agrees that:
9.1.1 All information you submit is accurate and truthful.
9.1.2 You will keep this information accurate and up-to-date.
9.1.3 You will not share your Account with anyone else.
9.1.4 You will keep your Account details confidential.
9.1.5 You will not give your username or password to anyone else.
9.1.6 You will log off when you exit your Account – if you leave it open then other people may be able to use it.
9.1.7 Ensure all monies outstanding to Thrive4 are paid on request.
9.2 We have the right (but not the obligation) to cancel your Account at any time if we think that you have broken any of these Terms and Conditions or your Account hasn’t been used for a period of 18 months or more.
- USER CONTENT AND REVIEWS
10.1 When submitting reviews, comments, feedback or other content through the Services, you agree:
- not to submit unlawful, abusive, defamatory, offensive or misleading content;
- not to impersonate another person;
- not to submit content containing malicious software or code;
- that you have the right to submit the content;
- that Thrive4 may moderate, edit or remove content at its discretion.
10.2 By submitting content, you grant Thrive4 a royalty-free licence to use, reproduce and display that content in connection with the Services and the promotion of Thrive4.
- PRIVACY AND COOKIES
We both agree that our Privacy Notice and our Cookie Policy form part of these Terms and Conditions.
- DISCLAIMERS
12.1 We are responsible for monies paid only when they are in our hands and if you authorise payment out of our hands of any nature you are acknowledging that as soon as we have carried out your request our responsibility has ended.
12.2 We make no warranty that any payment we process has been paid legitimately or otherwise.
12.3 We can’t promise that the Service will meet your needs; that the Platform will work properly; that the Service will be fit for a particular purpose or that it will not infringe the rights of others.
12.4 We can’t promise that the Platform will work with all systems; that it will be secure and that all information provided will be accurate.
12.5 We take all reasonable effort to test functionality before placing it on the Platform. In the very unlikely event of any loss, disruption or damage to your data or computer system which may occur whilst using material derived from the Platform, we cannot be held responsible for any loss.
12.6 Any reliance on guidance or recommendations provided through the Services shall be subject to Clause 7.6.
12.7 If you link to any other site using the Platform then you understand that separate conditions will apply to those sites and that we have no control over those conditions ‒ so you agree that you will read and understand them before using those sites.
LINKS TO OTHER WEBSITES
13.1 We don’t control any of the websites we link to and so we can’t be responsible for the content of such websites and we disclaim liability for any losses which come out of you using them.
13.2 Because we link to another site does not mean that we endorse or recommend that site.
13.3 We can never guarantee that a link will work.
13.4 If you find any link we offer to be offensive, please let us know and we will consider removing it.
MODIFICATIONS TO THESE TERMS AND CONDITIONS AND THE SITE
14.1 We’ve already said this but we need to make it clear that these Terms and Conditions will change from time to time. We strongly recommend you come back to this page to make sure that we haven’t changed these Terms and Conditions. Whenever you access our Services, you are confirming to us that you are aware of any changes.
14.2 We also have the right to change the Services as and when we want to but these Terms and Conditions will still apply to any changes we make.
GENERAL MATTERS
15.1 These Terms and Conditions are made under the laws of England and Wales and that is the only jurisdiction which can govern them.
15.2 We and you agree that these Terms and Conditions do not form the basis of any partnership or co-venture.
15.3 These Terms and Conditions supersede any previous terms and conditions between us in relation to the matters dealt with in them and represent the entire understanding between us.
15.4 Time will not be of the essence in any part of the agreement between us.
15.5 All parties acknowledge and agree that they have not entered into any agreement with us in reliance on anything said or promised by the other which is not in these Terms and Conditions.
15.6 If a Court or other body says that any part of these Terms and Conditions is unenforceable, the rest of them will stand.
15.7 If either you or we need to give formal notice to the other it must be done by email to the address that each of us gives to the other from time to time.
SERVICE TERMS ‒ ORGANISATION
- THE SERVICE
1.1 Provision of the Service will commence on the date we accept your request for it.
1.2 We may, at our sole discretion, alter, improve or otherwise modify the Service provided that any such change will not alter the Service received by you to your material disadvantage. If you make any changes you will receive full details of any action required on your part. No alterations to the Service will affect the Fee you pay.
1.3 We will use reasonable endeavours to ensure that the Service is provided to you on a constant, uninterrupted basis throughout the duration of your agreement with us.
1.4 We will have no liability for downtime or interruptions to the Service where such downtime or interruptions are the responsibility of a third party, including any service provider we use.
1.5 Where the Service is unavailable for more than one day, we will contact you and provide as much information about the problem and its solution as we are reasonably able to give.
FEES AND PAYMENT
2.1 Fees for the Services are set out in the applicable Sales Order Form and/or Statement of Work. Where no such document exists, Thrive4's published pricing or quoted pricing shall apply.
2.2 In the event of any conflict relating to Fees, billing arrangements, payment terms, discounts, credits or other commercial matters, the Sales Order Form shall prevail.
2.3 Thrive4 may amend its pricing from time to time.
Where a pricing change affects Services already being received by a Customer under an existing Sales Order Form or ongoing subscription arrangement, Thrive4 will provide not less than sixty (60) days' notice of the change.
Pricing changes shall not affect Services already purchased and paid for unless otherwise agreed in writing.
2.4 All Fees payable must be paid in full, without set off or deduction. We reserve the right to suspend the Service or terminate the Agreement if Fees are not paid.
2.5 Unless otherwise expressly stated in a Sales Order Form, all Fees paid or payable under this Agreement are non-refundable.
The Customer acknowledges that Thrive4 may allocate resources, reserve delivery capacity, commence preparation work or provide access to Services immediately upon acceptance of a Sales Order Form and, accordingly, no refund shall be due where the Customer chooses not to use, complete or participate in the Services purchased.
Nothing in this clause affects any statutory rights which cannot be excluded by law.
2.6 The Customer acknowledges that access to and use of the Platform is commercially supported by Platform fees that are charged when payments are processed through the platform.
The Customer agrees that, as a condition of access to the Platform and related Platform features, it will process through the Platform no less than ninety percent (90%) of all membership fees, class fees, subscriptions and other participant payments collected in connection with the activities, services or programmes administered using the Platform, or such equivalent proportion as Thrive4 may reasonably determine reflects fair usage.
Where Thrive4 reasonably believes that the Customer is not using the Platform on a fair use basis, Thrive4 may notify the Customer and request that usage is brought into alignment within a reasonable period.
If the Customer fails to do so, Thrive4 reserves the right, acting reasonably, to:
(a) suspend or restrict access to the Platform; and/or (b) terminate the Agreement in accordance with the termination provisions.
YOUR OBLIGATIONS AND UNDERTAKINGS
3.1 You may not use the Service for any unlawful or otherwise inappropriate purposes. This includes, but is not limited to:
3.1.1 distribution of computer viruses, malware, spyware or any other form of code designed to cause harm or nuisance to hardware or software or to obtain data without consent;
3.1.2 distribution of pirated material including, but not limited to, software, videos, music and written works; and
3.1.3 distribution of obscene or illegal material including that which is pornographic, abusive, threatening, malicious, harassing, fraudulent, defamatory or that which encourages criminal activities.
3.2 If you are an Organiser, you undertake (on your behalf and on behalf of the Organisation) to:
3.2.1 monitor and supervise any and all activity for the purpose of your Organisation by Users using the Service (including, but not limited to, the submission of material by Users and the use of communication systems such as forums);
3.2.2 to prevent any User using the Service for the purpose of your Organisation from taking any action by use of the Service, which would break these Terms and Conditions and/or would be a breach of the law, a breach of UK GDPR, give rise to a civil action against us or would otherwise cause a loss to us;
3.2.3 remove any activity that falls within the provisions of Clause 3.1 without delay.
3.3 You must use reasonable endeavours to ensure that we are furnished with any information reasonably required to provide the Service in a timely manner.
PAYMENT REFUNDS
4.1.1 For PayPal, we are able to process refunds to Users only within the period commencing 60 days from the date of payment and such refunds will include a refund of any transaction fee paid. Platform fees associated with the original payment will not refunded.
4.1.2 For GoCardless, we are able to process refunds without date restriction. Transaction and platform fees associated with the original payment are not refundable.
4.2 If we are unable to process a refund for any reason (either during or after the period of 60 days mentioned in sub-Clause 4.1.1) then you must make that refund through your own resources and we will not refund the transaction fee.
DATA PROTECTION
The Parties shall comply with all applicable Data Protection Laws.
The data protection arrangements applicable to the Services shall be those set out in the relevant Data Protection Schedule at the bottom of this Agreement.
The applicable Data Protection Schedule shall be determined by the platform the Organisation uses.
LIMITATION OF OUR LIABILITY
6.1 Subject to the remainder of this Clause 6, and to the fullest extent permitted by law, we will not be liable to you or to any third party, whether in contract or tort (including negligence) for any loss or damage, direct or indirect, whether foreseeable or otherwise (including any indirect, consequential, special or exemplary damages) arising from:
6.1.1 interruptions or downtime to the Service;
6.1.2 any damage, loss or corruption of data unless we have caused such damage, loss or corruption;
6.1.3 any incompatibility of our systems with any of your own equipment (or that of any third party);
6.1.4 any inability, on your part, to use the Service (including, but not limited to, failure to follow reasonable instructions provided by us);
6.1.5 the loss of confidentiality caused by the storage of information on the internet.
6.2 Nothing in these Terms and Conditions will exclude or restrict liability for:
6.2.1 death or personal injury resulting from our negligence or that of our employees or agents;
6.2.2 fraud or fraudulent misrepresentation
6.2.3 any loss resulting from our failure to use reasonable skill and care, from our gross negligence, or from our wilful misconduct.
WARRANTY DISCLAIMER
Subject to the provisions of these Terms and Conditions, we give no further warranty, express or implied, in connection with the Service as to fitness for purpose, quality, non-infringement or merchantability.
YOUR INDEMNITY
The Customer shall indemnify and keep indemnified Thrive4, its employees, representatives, contractors and Delivery Partners against all losses, liabilities, costs, expenses, damages and claims arising from:
8.1 the Customer's misuse of the Services;
8.2 the Customer's breach of this Agreement or applicable law;
8.3 the Customer's breach of UK GDPR or other data protection legislation;
8.4 the Customer's negligence or wilful misconduct;
8.5 claims arising from Customer Data;
8.6 the activities of the Customer's Users.
CONFIDENTIALITY
9.1 Except as provided by Clause 10.2 or as authorised in writing by the other Party, each Party will, at all times during the continuance of the Agreement and its termination:
9.1.1 keep confidential all Confidential Information;
9.1.2 not disclose any Confidential Information to any other party;
9.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions;
9.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
9.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 9.1.1 to 9.1.4 above.
9.2 Either Party may:
9.2.1 disclose any Confidential Information to:
9.2.1.1 any sub-contractor or supplier of that Party;
9.2.1.2 any governmental or other authority or regulatory body; or
9.2.1.3 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies, to such extent only as is necessary for the purposes contemplated by these Terms and Conditions (including, but not limited to, the provision of the Service by us), or as required by law. In each case that Party will first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 9.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 9, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
9.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of your acceptance of these Terms and Conditions, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.
9.3 The provisions of this Clause 9 will continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.
DELIVERY PARTNERS
10.1 Thrive4 may deliver Services through employees, contractors, consultants, mentors, trainers, subject matter experts, suppliers and other authorised representatives ("Delivery Partners").
10.2 Any Delivery Partner engaged in connection with the Services shall be deemed to be acting on behalf of Thrive4 for the purposes of delivering the Services.
10.3 Non-Circumvention
During the term of this Agreement and for a period of twenty-four (24) months following its termination or expiry, the Customer shall not directly or indirectly:
(a) engage;
(b) contract with;
(c) purchase services from;
(d) introduce business to; or
(e) otherwise enter into a commercial relationship with
any Delivery Partner introduced to the Customer by Thrive4 during the course of the Services without Thrive4's prior written consent.
10.4 Non-Solicitation
During the term of this Agreement and for a period of twenty-four (24) months following its termination or expiry, the Customer shall not directly or indirectly solicit, employ, engage or attempt to employ or engage any employee, consultant, contractor or representative of Thrive4 who has been materially involved in the delivery of the Services.
10.5 Remedies
The Customer acknowledges that a breach of Clauses 10.3 or 10.4 may cause significant commercial loss to Thrive4.
Accordingly, if the Customer breaches Clause 10.3, Thrive4 shall be entitled to recover from the Customer:
(a) all revenue lost as a result of the breach; or
(b) a referral fee equal to thirty percent (30%) of all fees paid or payable by the Customer to the relevant Delivery Partner during the twenty-four (24) month restricted period,
whichever is greater.
The rights and remedies set out in this Clause are in addition to, and not in substitution for, any other rights or remedies available to Thrive4 at law.
- FORCE MAJEURE
Neither Party to the Agreement will be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
TERM AND TERMINATION
12.1 There is no minimum term for the Agreement.
12.2 Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
12.2.1 any sum owing to that Party by the other Party under these Terms and Conditions is not paid within 30 days of the due date for payment;
12.2.2 the other Party commits any other breach of any of these Terms and Conditions and, if the breach is capable of remedy, fails to remedy it within 30 days after being given written notice giving full particulars of the breach and requiring it to be remedied;
12.2.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
12.2.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
12.2.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under these Terms and Conditions);
12.2.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
12.2.7 that other Party ceases, or threatens to cease, to carry on business; or
12.2.8 control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of this Clause 12, “control” and “connected persons” will have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
12.3 For the purposes of sub-Clause 12.2.2, a breach will be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
12.4 The rights to terminate the Agreement will not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
EFFECTS OF TERMINATION
Upon the termination of the Agreement for any reason:
13.1 You will remove all Organisation Data from the systems we operate, save that required by us in relation to any legal action or which we are obliged to retain by law;
13.2 You will make such copies of all Organisation Data you require as we will not retain it on our systems and have no responsibility for providing or recreating it, after this Agreement has terminated.
13.3 any sum owing by either Party to the other under these Terms and Conditions will become immediately due and payable;
13.4 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement, including without limitation clauses relating to confidentiality, intellectual property, indemnities, delivery partners, non-circumvention and non-solicitation, will remain in full force and effect.
13.5 termination will not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of these Terms and Conditions which exists at or before the date of termination;
13.6 subject as provided in this Clause 13 and except in respect of any accrued rights neither Party will be under any further obligation to the other; and
13.7 each Party will (except to the extent referred to in Clause 9) immediately cease to use, either directly or indirectly, any Confidential Information, and will immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
NO WAIVER
No failure or delay by either Party in exercising any of its rights under these Terms and Conditions will be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of these Terms and Conditions will be deemed to be a waiver of any subsequent breach of the same or any other provision.
SET-OFF
Neither Party will be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.
ASSIGNMENT AND SUB-CONTRACTING
16.1 Subject to Clause 16.2 the Agreement will be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-license or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
16.2 We will be entitled to perform any of the obligations undertaken by us through any other member of our group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor will, for the purposes of these Terms and Conditions, be deemed to be our act or omission.
USE OF YOUR NAME AND LOGO
17.1 You agree that we may have a royalty-free, unrestricted licence, not limited as to time, to use your name, trading name and logo for the purposes of marketing our company and the services it offers.
17.2 You may terminate the licence contained in Clause 17.1 on giving us one month’s notice in writing and from that date we will cease to use your name, trading name and logo in any future marketing material we produce but will not have the obligation to remove such things from any marketing material which was created prior to the date of your notice.
RELATIONSHIP OF THE PARTIES
Nothing in these Terms and Conditions will constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in these Terms and Conditions.
THIRD PARTY RIGHTS
19.1 No part of these Terms and Conditions is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 will not apply.
19.2 Subject to this Clause 19 the Agreement will continue and be binding on the transferee, successors and assigns of either Party as required.
DEFINITIONS
In these Terms and Conditions, except where it is inconsistent with the context, the following words and phrases will have the following meanings:
Account: means the account you create with us if you register with the Site.
Agreement: means:
- these Terms and Conditions;
- any Sales Order Form;
- any Statement of Work; and
- any documents expressly incorporated by reference.
AI Services: means any service incorporating artificial intelligence, machine learning, automated recommendations, generated content or similar technologies.
Comment: means any comment left having used our service.
Confidential Information: means any commercial, operational, technical, financial, strategic or personal information disclosed by one party to the other.
Fees: means the charges set out in a Sales Order Form.
Organisation Data: means custom fields, internal fields, notes, consents, attendance history, development programme data, product descriptions, communication templates, uploaded files, address information, payment providers, images and videos.
Sales Order Form: means the commercial document describing the Services purchased, pricing, billing arrangements and any special conditions.
Services: means any products or services supplied by Thrive4 including software platforms, payment services, implementation services, consultancy, mentoring, workshops, training, learning content, resources and templates, AI-powered services and any other products or services supplied by Thrive4 from time to time.
LoveAdmin Platform: means the software platform marketed as LoveAdmin and provided as part of the Thrive4 suite of software services.
Thrive4 Platform: means the software platform marketed as Thrive4.
Statement of Work (SOW): means a document describing the scope, deliverables and responsibilities relating to a specific Service.
UK GDPR means the General Data Protection Regulation EU 2016/679 as written into the Data Protection Act 2018.
Schedule A – LoveAdmin Platform Data Protection
1.1 Data Protection within these Terms and Conditions is governed by GDPR and all definitions contained within GDPR will apply to these Terms and Conditions, except where they are inconsistent with the provisions of these Terms and Conditions.
1.2 In entering into the Agreement your Organisation and Pay Here Ltd become Joint Controllers of the data supplied to us for the purposes of providing the Service.
1.3 We are the Joint Controllers with your Organisation of Users Personal Data.
1.4 You have the following obligations:
1.4.1 You must process Personal Data in accordance with the provisions of GDPR.
1.4.2 You will process only the following Personal Data and in the following manner:
Duration – A person’s data will only be Processed for as long as necessary.
Nature – The data will be processed automatically by Pay Here Limited and any data processors that are deemed necessary to deliver the service described.
Purpose – Data will be Processed for the purpose of administration, payment collection and other services provided by LoveAdmin.
Type – The data Processed will be Personal Data, non-Personal Data and, where necessary, Special Categories of Personal Data.
Categories – The data Processed will belong to your Organisation or the people that are, or have been, actively involved in your Organisation in line with the Duration above.
1.5 You or your Organisation agree, at all times, to process Personal Data only in accordance with GDPR and you warrant that you will, at all times, be able to demonstrate your compliance with the provisions of GDPR.
1.6 You agree that you are jointly responsible, with us, for ensuring that the Data Subjects’ Rights under GDPR are upheld and that suitable processes are in place to support these.
1.7 We have the following obligations:
1.7.1 only to process data as is necessary to help us deliver the Service;
1.7.2 to ensure that anyone Processing the data is subject to a duty of confidence;
1.7.3 to take appropriate measures to ensure the security of the Processing;
1.7.4 to engage only such data processors as are necessary to help us deliver the Service and you agree that by entering into this Agreement, you are agreeing to us appointing such sub-Processors as we reasonably require. We will provide details of these sub-Processors upon request from you;
1.7.5 to work jointly with you in allowing data subjects to exercise their rights under GDPR;
1.7.6 to work jointly with you in meeting your obligations under GDPR in relation to the security of Processing, the notification of Personal Data breaches and data protection impact assessments;
1.7.7 to delete any Personal Data held for you as requested at the end of the Agreement, save that which we are entitled to retain under the terms of this Agreement;
1.7.8 to keep reasonable records of the Processing activities we undertake;
1.7.9 to provide you with whatever information you need to ensure compliance with obligations under GDPR; and
1.7.10 to tell you immediately if we are asked to do something in relation to the Service which may infringe GDPR or other data protection law of the EU or a member state.
1.8 You understand and agree that we may:
1.8.1 collect Personal Data necessary to perform the Service;
1.8.2 Process Personal Data automatically; and
1.8.3 use data processors both inside and outside the European Economic Area.
1.9 We agree:
1.9.1 only to Process Personal Data for the purpose of providing the Service;
1.9.2 to ensure that agreements and adequate safeguards are in place to protect Personal Data we hold in relation to the Service;
1.9.3 to Process Personal Data lawfully and in accordance with GDPR;
1.9.4 delete Personal Data in accordance with our stated retention periods;
1.9.5 not to edit, manipulate or alter Personal Data; and
1.9.6 not to share Personal Data with any third party save as permitted by these Terms and Conditions.
Schedule B – Thrive4 Platform Data Protection
1.1 Data Protection within these Terms and Conditions and the supporting Data Sharing Agreement are governed by UK GDPR and all definitions contained within UK GDPR will apply to these Terms and Conditions, except where they are inconsistent with the provisions of these Terms and Conditions.
1.2 In entering into the Agreement your Organisation and Thrive4 become Controllers of Users Personal Data.
1.3 In data protection terms, the relationship between Us and your Organisation is a Controller-to-Controller relationship, as outlined in the Data Sharing Agreement
1.4 Both Parties agree to be bound by the provisions of the Data Sharing Agreement.
1.5 You or your Organisation agree, at all times, to process Personal Data only in accordance with UK GDPR and you warrant that you will, at all times, be able to demonstrate your compliance with the provisions of UK GDPR.
1.6 You agree that your Organisation is responsible for ensuring that the Data Subjects’ Rights under UK GDPR are upheld and that suitable processes are in place to support these.
1.7 The Data Sharing Agreement between Us and You in relation to the sharing of information, including personal data is:
1.7.1 for the purpose of Us providing the Service to Users. You as a Data Controller may share with Us information, including personal data, relating to Your members.
1.7.2 for the purpose of Your membership management. We as a Data Controller may share with You information, including personal data, relating to Users.
1.7.3 for the purpose of managing the relationship between You and Us.