Terms & Conditions

Terms in Plain English

For Members

1. Registration and Use: You need to sign up on the Paydesk site, keep your password secure, and provide accurate information about yourself.
2. Service Provision: As a member, you're a verified news professional available for hire by clients. You must coordinate your work through Paydesk and adhere to professional standards.
3. Independent Contractor: You are an independent contractor, not an employee. You manage your work, pay your own taxes, and Paydesk does not withhold taxes from your payments.
4. Job Completion: Inform the client when you finish a job. The client reviews your work, and once approved by the client, Paydesk processes your payment.
5. Payment: You'll be paid monthly for all completed jobs. The total amount paid to you for a booking includes your fee, travel expenses, and any other incidental costs.
6. Confidentiality and Ownership: Keep client information confidential and understand that the work you create for clients belongs to them.
7. Prohibited Activities: Avoid illegal activities or actions that could harm Paydesk or its users.
8. No Bypassing Paydesk: Do not arrange transactions or work outside of Paydesk to avoid fees. Violations result in suspension or termination of your account.
9. Dispute Resolution: Paydesk can help resolve disputes with clients.

For Clients

1. Registration and Use: You need to sign up on the Paydesk site, keep your password secure, and provide accurate information.
2. Booking Process: You can find and hire verified news professionals for specific tasks. Define the scope and fee, and coordinate through the Paydesk platform.
3. Payment: Payments are due upon job completion. You can pay by credit card or opt for monthly invoicing if agreed upon in advance.
4. Confidentiality and Ownership: You own all materials created for you by the members and must keep shared information confidential unless agreed otherwise.
5. Prohibited Activities: Use the site only for its intended purpose and avoid illegal activities.
6. No Bypassing Paydesk: Do not arrange transactions or work outside of Paydesk to avoid fees. Violations result in suspension or termination of your account.
7. Dispute Resolution: Paydesk can assist in resolving any disputes with members.

Full Terms of Use

By using paydesk you agree that you are bound by our terms and conditions.

1. Agreement to Terms

   These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Paydesk Ltd (“Paydesk”, “Company”, “we”, “us”, or “our”), concerning your access to and use of the Paydesk website as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). The Site is an online database of news professionals. We use this database, acting on behalf of a client (each a “Client”, together “Clients”), to find and assign news-related services. In order to help make the Site a secure environment, all users are required to accept and comply with these Terms of Use. You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

   Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

   The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

   The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

2. User Registration

   All Users (“Clients” and “Members”) are required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

3. User Representations

   By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update it as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.

   If you provide any information that is untrue, inaccurate, not current, or incomplete, we reserve the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

   You may not use the Site for any illegal or unauthorized purpose, nor may you violate any laws when using the Site. Any breach of this requirement may result in the immediate termination of your account and a lifetime ban from using the Site.

   We are a service provider and make no representations as to the adequacy, accuracy, or legality of any of the information contained on the Site or offered through the Site. You understand and agree that Paydesk, whether through the Site or otherwise, makes no representations to be reasonably relied upon, and you agree to hold us harmless from any errors, omissions, or misrepresentations connected with the Site, Paydesk’s description of it, or your use of it. We do not endorse or recommend any news professionals (“Members”), and the Site is provided solely for the purposes set out elsewhere in these Terms.

4. How We Operate

   Paydesk is a commercial agent that helps Clients find appropriate news professionals, in order to commission news-related tasks (each a “Service”, together “Services”).

   • Clients: In the context of this agreement, a "Client" refers to any individual or entity that utilizes Paydesk's services to find and hire news professionals for specific tasks or projects. Clients are the parties who request and pay for the services provided by Members through the Paydesk platform.
   • Members: To facilitate the search for news professionals, we maintain a searchable directory of news professionals (“Members”). In order to become a Member, you can register online, but will have to pass a vetting process and be assessed by our team. Membership is free.
   • Booking: A "Booking" refers to the process by which a Client requests a Member to perform a specific Service. This process involves the Client sending a booking request through the Paydesk platform, the Member accepting the request. The terms of the booking, including the scope of work and fee, are defined in the booking request, agreed upon by the Client and the Member and recorded on the Paydesk platform.
   • Fee: The total amount payable by the Client for Services provided by a Member as outlined in a booking on the Paydesk platform. This includes all costs associated with the booking, such as the Member's service fee, travel expenses, and any other incidental costs.
   • Additional Expenses: If additional expenses are required to be covered, including travel, they must be requested and agreed to in advance by the Client through the Paydesk platform. If the Client agrees, they can issue a new booking through the Paydesk platform for the amount required to cover these expenses. The new booking should clearly outline the nature of the expenses and the total amount to be reimbursed.
   • Services: Members agree to render the services specified in the booking made via the Paydesk website (“the Services''). The Services may be modified or additional services may be added by mutual written agreement of the parties. Members will coordinate their work with Client in such a manner as Client reasonably requires. Members will not have any authority to direct, control, or use Client or Paydesk personnel in the performance of the Services.

   • Job Completion: "Job Completion" occurs when a Client has marked the job as complete in Paydesk.

     • When a member finishes the services as outlined in a booking, they will notify the Client.
     • Reasonable revisions can be requested by the Client if the Services do not meet the terms of the booking or expected professional standards, however the Client must then mark the job as complete on the Paydesk platform in a timely manner, without unreasonable delay.
     • Once the job is marked as complete, Paydesk will consider the booking completed, process the payment for the Member, and charge the Client.
     • If the Client does not mark the job as complete, it will be considered unfinished and will not trigger the payment process.
     • n case of any disputes between the Client and Member regarding job completion, Paydesk can be called in to help manage and resolve the issue.
   • Relationship between Client, Freelancer, and Paydesk: Paydesk acts as a commercial agent for Clients. When a Client wants to hire a Member for a Service, they send a booking request through the Site. The Member responds to the request, and Paydesk, on the Client's behalf, accepts the booking. This booking is then recorded on the Site, binding both the Client and the Member. The Client sets a rate for the Service, and upon completion, Paydesk pays the Member on behalf of the Client and then gets reimbursed by the Client, plus a commission.

   • Payment:

     • For Members: In consideration for the Services rendered, Paydesk will aggregate all jobs marked as completed during one month and pay Members at the start of the following month. Paydesk will send a payout statement along with the payment. Members are not required to issue an invoice.
     • Reasonable revisions can be requested by the Client if the Services do not meet the terms of the booking or expected professional standards, however the Client must then mark the job as complete on the Paydesk platform in a timely manner, without unreasonable delay.
     • For Clients: Payment is expected upon job completion. Paydesk will collect payment via the credit card used to guarantee the booking. Monthly invoicing is also available, but must be agreed to in advance, with payment terms of 14 days.

5. Independent Contractor Status

   Members are independent contractors and not employees of Paydesk or the booking Client. Nothing in these Terms is intended or should be construed to create a partnership, joint venture, or employment relationship between Paydesk, the Members, and the Client. The hours of work, location, manner, and means by which Members choose to complete the Services are in Members’ sole discretion and control.

   Members must provide and use their own equipment, tools, and other materials at their own expense. Neither Paydesk nor the Clients are responsible for the safety, health, or well-being of the Members. Members must assess and accept the risks associated with their assignments.

   Members are not entitled to any employee benefits from Paydesk or the Clients. This includes, but is not limited to, workers' compensation, unemployment benefits, or health insurance. However, Paydesk provides limited insurance coverage for Members during the course of a booking. This insurance includes coverage for accidental death, accident medical expenses, and accident medical evacuation and repatriation, subject to the terms and conditions outlined in the insurance policy (“Link to policy”).

   Paydesk does not withhold any taxes from the payments made to Members. All payments are made in gross, and Members are responsible for all tax filings and payments required to be filed with or made to any local, state, or federal tax authority with respect to the performance of services and receipt of payments under these Terms. For UK residents, Paydesk will report to HMRC if you earn more than £1,000 in a tax year, as required by the Finance (No.2) Act 2023.

6. Insurance Coverage for Members

   Paydesk provides limited insurance coverage for its Members while they are engaged in performing services to complete a booking. This coverage includes:

   • Accidental Death: Coverage of up to $50,000 in the event of accidental death.
   • Accident Medical Expenses: Coverage of up to $10,000 for necessary medical expenses incurred as a result of an accident.
   • Accident Medical Evacuation and Repatriation: Coverage of up to $20,000 for necessary evacuation and repatriation expenses resulting from an accident.

   These benefits are subject to the terms, conditions, exclusions, and limitations outlined in the insurance policy provided by Atlas Life Insurance (PCC) Ltd. Members should review the insurance policy carefully to understand the coverage provided and any applicable exclusions or limitations. For detailed information on the insurance coverage, terms, and conditions, please refer to the full insurance terms and conditions (“Link to policy”). The insurance coverage provided by Paydesk is subject to change, and any updates or changes to the insurance terms will be reflected in updated terms of use.

   Members should review the insurance policy carefully to understand the coverage provided and any applicable exclusions or limitations. If there are any questions or clarifications needed regarding the insurance, Members are encouraged to contact Paydesk for assistance.

7. Standards of Performance and Quality Determinations

   Members agree to proceed with diligence and promptness and warrant that all Services will be performed in accordance with the highest professional standards in the news business to the satisfaction of the booking Client. Additionally Members must adhere to the Paydesk "Code of Conduct," which outlines expected professional behavior and ethical standards and, in certain instances, Clients may require Members to comply with the Client’s own conduct guidelines. These additional guidelines will be provided in the booking request email.

   Paydesk does not make any editorial decisions or evaluation of the quality of the services rendered by a Member. It is the responsibility of the Client to accept or reject the completed job based on their satisfaction with the Services provided.

8. Performance Failures

   Members will promptly notify the Client, as far in advance as possible, of any circumstances that may impair Members’ ability to (a) perform the Services at acceptable levels of quality or (b) meet agreed schedules and deadlines. In the event of such circumstances, Members and the Client will work cooperatively to resolve the problem as soon as possible.

9. Termination

   The relationship between the Client and Members extends only for the duration of the booked assignment. No formal termination is needed beyond the completion of the assignment as specified in the booking.

10. Confidentiality

    Members agree to hold the Client's Confidential Information in strict confidence and not to disclose or use such Confidential Information except as necessary to perform the Services under this Agreement. All Confidential Information furnished to Members by the Client is the sole and exclusive property of the Client. Upon termination of services, Members will promptly deliver to the Client the original and all copies of all Confidential Information within Members’ possession or control. Members are prohibited from publicizing or reproducing any work completed under this agreement within the United States or any jurisdiction where such actions would violate applicable laws, including the Smith-Mundt Act.

11. Ownership of Work Product

    Unless otherwise stated in the booking or clearly communicated by the Member prior to accepting the booking, the Member agrees that all “Data” (footage, text, audio, and other materials) created by the Member while performing the services outlined in the booking shall be considered 'work for hire' and shall be the exclusive property of the Client. On job completion, the Member assigns all rights, title, and interest in and to the materials provided to the Client, who retains unlimited rights to all data and materials delivered.

    Given the nature of the news business, it is understood that the Member may be working on multiple stories for different clients simultaneously; therefore, only the Data specifically created for and delivered to the Client is subject to this agreement. The Member retains the right to keep and use any other materials collected but not provided to the Client, provided such use does not undermine the rights granted to the Client.

12. Legal and Regulatory Requirements

    Members shall not engage in any activity that would expose Paydesk or its Clients to liability under applicable anti-corruption laws, including but not limited to the UK Bribery Act, the US Foreign Corrupt Practices Act (FCPA), and any other relevant laws of the countries in which the Services are performed or the Client's country of business. Members must not make any payment or transfer anything of value, directly or indirectly, to:

    • Any governmental official or employee (including employees of government-owned or government-controlled corporations and organizations);
    • Any political party, official of a political party, or candidate for public office;
    • Any intermediary, including but not limited to agents, close associates, or family members of government officials, for the purpose of influencing any act or decision in order to obtain or retain business or secure any improper advantage;
    • Any other person or entity if such payment or transfer would violate applicable anti-corruption laws.

    Members must also comply with all other applicable local, state, national, and international laws and regulations, including but not limited to labor laws, data protection laws, and intellectual property laws.

13. Identity Verification and Compliance

    Paydesk will undertake identity verification procedures for all Members prior to disbursing any payments. This process will be conducted in accordance with the Know Your Customer (KYC) and Anti-Money Laundering (AML) laws of the United Kingdom. Members are required to provide necessary identification documents and any additional information as requested by Paydesk to complete this verification process. Failure to comply with these requirements may result in a delay or withholding of payments until verification is successfully completed.

14. At Paydesk, we prioritize ensuring that Members receive their earnings efficiently and in full. Here’s how we manage payouts to provide the best possible service for our Members:

    • No Payout Fees: Paydesk does not charge any fees to make payouts. However, we are not responsible for any fees that may be charged by recipient or intermediary financial institutions. Members should be aware of any potential charges from their chosen financial service providers.
    • Payment Methods: Paydesk endeavors to pay Members in the currency and method of their choice, including bank transfers or via PayPal and other routes. While we aim to use the method of choice, we cannot guarantee this in every instance but will use our best efforts to accommodate preferences. We are not responsible for fees charged by these financial institutions.
    • Currencies: Paydesk operates in three currencies: Pound Sterling (GBP), Euros (EUR), and US Dollars (USD). When a client makes a booking, the transaction is processed in one of these currencies. For the benefit of the Member, Paydesk will send the payout in the same currency the Client made the booking in, without exchanging it where possible. This helps avoid unnecessary currency conversion fees and ensures the Member can receive the full amount.
    • Exchange Rates: If the Member's recipient bank account is not in one of the three supported currencies (GBP, EUR, USD), Paydesk will send the funds using the most efficient method. While Paydesk always attempts to send payouts using favorable exchange rates, we cannot be held responsible if the recipient or intermediary institution uses an unfavorable exchange rate.
    • Payment Processing Schedule: All payments to freelancers will be processed and disbursed at the start of each calendar month. Freelancers will receive their earnings for the previous month’s completed and confirmed bookings.
    • Speed: Paydesk aims to balance paying out using the fastest payment networks with the lowest fees. While we strive to ensure that you receive your payments quickly, we cannot guarantee any specific time-frame. We use our best endeavors to process payouts promptly, but actual timing may depend on various factors outside our control.
    • Accurate Payment Details: Payments will be made through the payment method selected by the Member at the time of registration or as updated in their account settings. It is the Member’s responsibility to ensure that their payment details are accurate and up-to-date. Paydesk is not liable for any delays or losses resulting from incorrect payment information provided by the Member.
    • Disputes and Discrepancies: In the event of any disputes or discrepancies, Members must notify the platform within 30 days of the payment date.
    • Identity Information Sharing: To comply with applicable laws, including anti-money laundering (AML) regulations, Paydesk may need to share identity information with financial institution(s) used to process the payment. This information is shared solely to process and expedite the payment, ensuring compliance and security in financial transactions.

15. Prohibited Activities

    You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. In particular, but without limitation, you may not:

    • Systematically retrieve data or other material of any kind from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
    • Make any unauthorized use of the Site, including collecting user profile information, work samples, profile photos, location information, or any other information, by electronic or other means for the purpose of sending unsolicited email or creating user accounts by automated means or under false pretenses.
    • Use the Site to advertise or offer to sell goods and services outside of the work you do as a news professional.
    • Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
    • Engage in unauthorized framing of or linking to the Site.
    • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
    • Make improper use of our support services or submit false reports of abuse or misconduct.
    • Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
    • Attempt to impersonate another user, person, or news professional or falsely represent yourself as a news professional.
    • Use any information obtained from the Site in order to harass, abuse, or harm another person, especially targeting news professionals for their work or views.
    • Engage in any activities that exploit, harm, or threaten the safety of news professionals.
    • Sell or otherwise transfer your profile.
    • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
    • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any User’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
    • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
    • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
    • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
    • Use the Site in a manner inconsistent with any applicable laws or regulations.

    Engaging in any prohibited activities will result in immediate account suspension or termination. Depending on the severity of the violation we may also inform relevant law enforcement authorities or commence legal proceedings

16. In order to maintain the integrity and sustainability of Paydesk, it is strictly prohibited for users to make any attempts to bypass the platform for the purpose of avoiding fees, circumventing established processes, or engaging in any form of unauthorized transactions. Users are expressly prohibited from engaging in any of the following actions:

    • Direct Transactions: Conducting any form of transaction, whether financial or otherwise, with another user outside of Paydesk’s booking system.
    • Off-Platform Communication: Initiating, proposing, or encouraging communication with the aim of making a booking, payment, or arranging future work outside of Paydesk.
    • Fee Avoidance: Any attempt to avoid paying fees or charges applicable to transactions conducted through Paydesk.
    • Solicitation: Soliciting or attempting to solicit other users to engage in transactions, communication, or work outside of Paydesk.

    Violations of this policy may result in the suspension or termination of the user’s account, as well as potential legal action, at the sole discretion of Paydesk.

17. Messaging Function

    Paydesk provides a messaging facility for communication between Clients and news professionals, and among news professionals themselves. By using this service, you agree to be contacted by others.

    The messaging function assists in booking jobs and related communications per our terms. Messages are not private; Paydesk may access, read, and retain copies to ensure compliance with these terms and applicable laws. Paydesk may also use the content of the messages for dispute resolution. Prohibited uses include:

    • Any attempts to share contact information in a way to bypass the Paydesk platform;
    • Advertising goods or services;
    • Spam;
    • Offensive, defamatory, or unlawful content;
    • Harassment;
    • Content not owned by you;
    • Legal claims or notices;

    Paydesk may block or remove content at its discretion. Keep separate records of any important information.

    Breach of these terms may result in termination of services or blocking use of the messaging function. Clients may be charged fees, notified prior to use.

18. Account Suspension

    Users of Paydesk must comply with all applicable terms and policies. Any breach of these terms, including but not limited to the misuse of the platform, engagement in prohibited behaviors, attempts to bypass Paydesk fees, failure to deliver work to professional standards, or any other conduct that compromises the platform's integrity, may result in account suspension. Suspension is intended as a temporary measure to investigate and rectify the situation and may last up to 30 days to allow time for any investigation. During this period, users will not have access to their accounts or any associated functionalities. Notifications of suspension will be sent via the registered email address, detailing the reasons and potential steps for reinstatement. Users may be required to provide additional information or rectify specific issues to lift the suspension. Repeated violations or failure to address the causes of suspension may result in permanent account termination.

19. Account Termination

    Account termination is a permanent action taken when users severely violate our terms of service or repeatedly engage in prohibited activities despite previous warnings or suspensions. Immediate account termination may occur in cases of harassment, spam, impersonation, fraud, and other egregious violations that threaten the safety and well-being of Paydesk or its users. Termination results in the complete revocation of access to the platform and the loss of any associated data. Users will be notified of the termination via their registered email address. Account termination is irreversible and permanent, and users will not be eligible to register for a new account. In cases where termination is contested, users may contact our support team within 14 days to appeal the decision. However, the final judgment will rest with Paydesk, ensuring the integrity and safety of the platform for all users.

20. Protection of News Professionals

    Journalism often involves navigating sensitive and potentially dangerous situations to uncover the truth and inform the public. At Paydesk, we understand the critical importance of protecting our Members from any form of harassment, intimidation, or undue surveillance. Any attempts to misuse Paydesk with the intention of harassing, intimidating, or surveilling our Members will be met with immediate account termination and notification to the relevant law enforcement authorities. We strive to create a safe and supportive environment for news professionals to carry out their vital work without fear.

21. Third-Party Websites

    This website may contain links to other websites that are not controlled by Paydesk. Paydesk does not endorse or accept responsibility for the availability, operation, or content of any linked website (whether directly or indirectly). Additionally, Paydesk is not liable for any interactions or transactions conducted on these third-party websites.

22. Intellectual Property Rights

    Unless otherwise indicated, the Site is Paydesk's proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of England and Wales, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site or the Marketplace Offerings and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

    Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

23. Indemnification

    You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

24. Liability

    As a commercial agent acting on each occasion on behalf of a Client, Paydesk will, by providing the Site, facilitate relations between Clients and Members. Paydesk accepts no liability in relation to the accuracy or suitability of any Content or information of any kind, which is provided by Paydesk to Client on an "as is" basis. Paydesk hereby excludes, to the fullest extent permitted by law, all implied warranties and conditions, whether implied by statute, common law or otherwise including, without limitation, the implied warranties of fitness for purpose and satisfactory quality.

    Due to the nature of the world wide web, Paydesk makes no warranty that the availability of the Site will be uninterrupted and Paydesk accepts no liability for any inability to access, upload to, or download from the Website. Paydesk shall not be liable for any loss to any person of profits, business, opportunity, goodwill, data or any other consequential, indirect or special loss whether arising in contract, tort (including negligence), or otherwise. Paydesk's liability to any user whether arising in contract, tort (including negligence), or otherwise shall be limited to £200.00 provided that nothing in these Terms and Conditions shall be deemed to exclude or limit Paydesk's liability for death or personal injury arising directly from its negligence.

25. Dispute Resolution

    Any disputes arising out of or in connection with these Terms of Use shall be resolved through binding arbitration under the rules of the International Chamber of Commerce (ICC). The arbitration shall take place in London, England, and shall be conducted in English. The arbitrator's decision shall be final and binding on the parties, and judgment may be entered on the arbitrator's award in any court of competent jurisdiction.

26. Force Majeure

    Neither Paydesk nor any Member shall be liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that Paydesk and the Members shall use reasonable efforts which are consistent with accepted practices in the industry to resume performance as soon as practicable under the circumstances.

27. Severability

    If any provision of these Terms of Use is found to be unlawful, void, or unenforceable, that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

28. Waiver

    No waiver by Paydesk of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Paydesk to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

29. Amendments

    We reserve the right to amend these Terms of Use at any time. When we do, we will revise the updated date at the top of this page. You acknowledge and agree that it is your responsibility to review these Terms of Use periodically and become aware of modifications.

30. Governing Law

    These Terms and Conditions shall be governed by and construed in accordance with English law and the English courts shall have exclusive jurisdiction over any disputes arising in relation to the Site.

31. General

    These Terms and Conditions contain the entire agreement between Paydesk and you in relation to your use of the Site.

32. Data Protection

    Please refer to our Data Protection Policy which applies to our processing of personal data.

Last update: 22nd May 2024