Terms of Service

1. These terms and who they are between

These Terms of Service (the “Terms”) are a binding agreement between you and us and govern your access to and use of the Impacturi platform.

• We, us, our means Clickonic Ltd, a company registered in England and Wales, which operates the platform at impacturi.com under the trading name Impacturi. Our contact details are in section 21.
• You, your, the Customermeans the organisation that subscribes to or uses the platform. If you accept these Terms on behalf of an organisation, you confirm that you have authority to bind that organisation, and references to “you” mean that organisation.

By creating an account, accepting these Terms on screen, or using the platform, you agree to be bound by these Terms. If you do not agree, you must not use the platform. These Terms apply to the exclusion of any terms you may seek to impose or incorporate, and override anything inconsistent in any purchase order or other document issued by you.

2. Definitions

• Account means the account through which you access the platform.
• Confidential Information means information disclosed by one party to the other that is marked confidential or that a reasonable person would treat as confidential, including the platform’s non-public features and pricing, your account data, and the terms of any individually negotiated agreement.
• Customer Data means all data and content you, or your users, upload to or generate within the platform, including donor records, donation data, impact stories, testimonials, branding assets, and media files.
• DPA means our Data Processing Agreement.
• Data Protection Legislation means the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, together with any other applicable data protection or privacy law, in each case as amended or replaced.
• Personal Data has the meaning given in the Data Protection Legislation.
• Pilot Agreement means a separate written pilot agreement signed between you and us.
• Platform means the Impacturi software-as-a-service application made available at impacturi.com, together with its documentation and any updates.
• Subscription means your paid right to access the platform for a Subscription Term.
• Subscription Term means the period of your Subscription, as described in section 5.

3. The platform and licence

The platform is a software service that helps charities manage donor relationships, produce impact reports, and generate shareable impact pages, and helps corporate donors manage and showcase their charitable giving. We may add, change, or remove features from time to time as the platform develops; we will not materially reduce the core functionality of the tier you pay for without reasonable notice.

Subject to these Terms and your payment of the applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the platform for your own internal business purposes for the duration of your Subscription. This licence is granted to you only and may not be used to provide a service to, or on behalf of, any third party except your own donors and stakeholders in the ordinary course of using the platform as intended.

4. Your account and your users

• You must provide accurate account information and keep it up to date.
• You are responsible for keeping login credentials secure and for all activity that takes place under your account, whether or not authorised by you.
• Accounts are issued to organisations. Where your tier permits multiple users, you are responsible for the acts and omissions of each user as if they were your own.
• You must notify us without undue delay if you become aware of any unauthorised access to or use of your account.
• You must not share access with, or resell access to, any person outside your organisation.

5. Subscription, fees, billing and renewal

• Fees. Subscription fees are charged on a tiered basis according to your organisation’s annual income band, as set out on our pricing page in force from time to time. Current bands run from GBP 99 to GBP 349 per month. All fees are exclusive of VAT, which will be added where applicable.
• Billing cycle. You may choose monthly or annual billing. Fees are payable in advance: monthly plans on each monthly renewal date, annual plans on each annual renewal date.
• Payment. Payments are taken by our payment processor, Stripe. We do not see or store your full card details. You authorise us, through Stripe, to charge your chosen payment method for all fees due.
• Free trial. New customers may be offered a 14-day free trial, with no card required to start it. We may withdraw or change trial terms at any time. At the end of a trial the Subscription does not start, and no fee is taken, unless you choose to subscribe.
• Automatic renewal. Subscriptions renew automatically for successive periods of the same length (monthly or annual) unless cancelled in accordance with section 6. By subscribing you authorise the recurring charge for each renewal until you cancel.
• Income band changes. Pricing is based on the income band you select on the honour system; we do not audit it. If your income band changes, you must move to the correct tier. We may move you to the correct tier on reasonable notice if we reasonably believe your selected band is materially inaccurate.
• Price changes. We may change our fees. We will give you at least 30 days’ notice by email before a change takes effect. A change will not affect the period you have already paid for and will apply from your next renewal after the notice period. If you do not accept a price change, you may cancel before it takes effect under section 6.
• Pilot customers. Charities operating under a signed Pilot Agreement pay nothing for the duration of the pilot. Fees under this section apply only after the pilot ends, on the notice set out in the Pilot Agreement.

6. Cancellation, refunds and non-payment

• Cancellation. You may cancel your Subscription at any time from within your account or by contacting us. Cancellation takes effect at the end of the current billing period. Your access continues until then.
• Refunds. Fees are non-refundable except where required by law or expressly stated in these Terms. Cancelling a monthly plan part-way through a month, or an annual plan part-way through a year, does not entitle you to a refund of the balance of that period. This reflects that you retain access for the period already paid for.
• Late or failed payment. If a payment fails or is overdue, we may retry the charge and will let you know. If the fee remains unpaid, we may suspend your access under section 13 after giving you a reasonable opportunity to pay. We may charge interest on overdue sums at 4% per year above the Bank of England base rate, accruing daily, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

7. Acceptable use

You must not, and must not permit any user or third party to:

• use the platform for any unlawful purpose, or in breach of any applicable fundraising regulator’s rules or code of practice;
• upload, store, or process any data that you do not have the right to upload, store, or process, including donor or other Personal Data without a lawful basis;
• upload or transmit any malicious code, or anything that is defamatory, obscene, or infringes the rights of any third party;
• copy, modify, reverse-engineer, decompile, or attempt to derive the source code of the platform, except to the extent this restriction cannot lawfully be excluded;
• scrape, crawl, or harvest data from the platform, or access it by any automated means not expressly permitted;
• attempt to gain unauthorised access to the platform, other customers’ data, or our systems, or probe, scan, or test the vulnerability of any of them without our prior written consent (see our Responsible Disclosure policy);
• use the platform to impersonate any person or organisation, or to send spam or unsolicited communications;
• resell, rent, or otherwise make the platform available to any third party except as expressly permitted by these Terms; or
• use the platform in any way that imposes an unreasonable or disproportionate load on our infrastructure or interferes with its proper working.

We may investigate suspected breaches of this section and may report unlawful activity to the relevant authorities.

8. Customer Data and data protection

As between you and us, you own all Customer Data and retain all intellectual property rights in it. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, and display Customer Data, and to create back-ups of it, solely to the extent needed to provide and support the platform and to comply with our legal obligations. We acquire no rights in Customer Data other than as set out in these Terms and the DPA.

You are responsible for the accuracy, quality, and legality of Customer Data, for the means by which you acquired it, and for ensuring you have all rights, consents, and lawful bases needed for us to process it on your behalf.

Where Customer Data includes Personal Data, you are the controller and we are the processor (as those terms are used in the Data Protection Legislation). Our processing of that Personal Data is governed by the DPA, which forms part of these Terms and which both parties enter into when you subscribe. We process Personal Data only on your documented instructions, which these Terms and the DPA constitute, except where we are required to process by law. Our handling of Personal Data we hold about you and your users as a customer is described in our Privacy Policy. Sub-processors are listed and governed in the DPA. If there is any conflict between these Terms and the DPA in relation to the processing of Personal Data, the DPA prevails.

9. Our intellectual property and feedback

The platform, and all intellectual property rights in it, including its software, code, design, look and feel, documentation, and the names and marks Impacturi and Thankiful, are owned by us or our licensors. Except for the licence in section 3, these Terms grant you no rights in the platform or those rights, and you must not remove or obscure any proprietary notices.

If you give us feedback, suggestions, or ideas about the platform, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or obligation to you. We may incorporate them into the platform, and any resulting improvements belong to us.

10. Confidentiality

Each party will keep the other’s Confidential Information confidential, use it only to perform or exercise its rights under these Terms, and protect it with at least reasonable care. This does not apply to information that is or becomes public through no breach of these Terms, was already lawfully known to the receiving party, is independently developed without use of the other’s Confidential Information, or must be disclosed by law or a regulator (in which case, where lawful, the disclosing party will be given reasonable notice). This section does not limit either party’s obligations under the Data Protection Legislation or the DPA, which govern Personal Data.

11. Availability

We aim to keep the platform available at all times but do not guarantee uninterrupted or error-free service. Access may be affected by maintenance, updates, or matters outside our reasonable control. We will use reasonable efforts to schedule planned maintenance outside UK business hours and to give advance notice of it where practicable. We do not currently offer a contractual uptime service level. Any service level we agree separately in writing will be set out in a signed order or addendum and will apply only as stated there.

12. Warranties and disclaimer

We warrant that we will provide the platform with reasonable skill and care. We further warrant that we have the right to grant the licence in section 3.

Except as expressly stated in these Terms, the platform is provided on an “as is” and “as available” basis, and we exclude all other warranties, conditions, and terms, whether express or implied by statute, common law, or otherwise, to the fullest extent permitted by law. In particular, we do not warrant that the platform will be uninterrupted, secure, or free from errors, that defects will be corrected, or that the platform is fit for any particular purpose. Outputs generated by the platform, including AI-assisted impact stories and reports, are drafts for your review; you are responsible for checking their accuracy and suitability before you rely on or publish them.

13. Suspension

We may suspend your access to all or part of the platform, on notice where practicable, if: (a) you fail to pay fees when due and have not paid within a reasonable period of being asked; (b) we reasonably believe you are in material breach of section 7 (Acceptable use); (c) suspension is needed to protect the security, integrity, or availability of the platform or other customers; or (d) we are required to suspend by law or a regulator. We will restore access promptly once the cause of suspension is resolved. Suspension does not relieve you of your obligation to pay fees for the suspended period unless the suspension is solely due to our default.

14. Term and termination

• Term. These Terms apply from when you first accept them or use the platform and continue while you have an active Subscription or account.
• Termination by you. You may cancel as set out in section 6.
• Termination for breach. Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within 30 days of being asked to do so (where the breach can be remedied), or if the other becomes insolvent, enters administration or liquidation, or ceases or threatens to cease to carry on business.
• Termination by us for cause. We may terminate or suspend immediately if you breach section 7 in a way that cannot reasonably be remedied, or if we are required to do so by law.
• Effect of termination. On termination, your licence and right to access the platform end and any published impact pages or showcase pages are unpublished. Fees already paid are non-refundable except where termination is due to our material breach, in which case we will refund a fair proportion of any pre-paid fees for the period after termination.
• Data export and deletion. You may export Customer Data at any time while your Subscription is active. After termination or expiry, you will have 30 days to export your data; the platform provides CSV export, and we will assist with a fuller export on request. After that 30-day period, we will delete Customer Data in line with the DPA and our Data Retention Policy, except where we are required by law to retain it (for example, billing records held for HMRC). We will confirm deletion in writing on request.
• Survival. Sections 8 to 10, 12, 15 to 18, 20, and 22, and any other provision intended to survive, continue after termination.

15. Limitation of liability

Nothing in these Terms limits or excludes either party’s liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be limited or excluded by law. Nothing in this section limits your obligation to pay fees properly due.

Subject to the paragraph above, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: loss of profit; loss of revenue; loss of anticipated savings; loss of business, contracts, or opportunity; loss of goodwill or reputation; or any indirect, special, or consequential loss, in each case even if foreseeable.

Subject to the first paragraph of this section, each party’s total aggregate liability arising out of or in connection with these Terms (including the DPA) in any 12-month period, whether in contract, tort, breach of statutory duty, or otherwise, is limited to the total fees paid or payable by you to us in the 12 months immediately before the event giving rise to the claim. Where the relevant period is less than 12 months, the cap is calculated on the fees paid in that shorter period; and where the platform was provided free of charge (including during a free trial or a pilot), the cap for liabilities arising in that period is limited to GBP 100.

The exclusions and limitations in this section apply to the maximum extent permitted by law and reflect the allocation of risk between the parties, which is reflected in the fees. Each party agrees they are reasonable for a business-to-business service of this kind. This section does not limit our specific obligations, or the parties’ respective liabilities, under the DPA and the Data Protection Legislation, which are dealt with there.

16. Indemnity

You will indemnify us against all losses, damages, costs (including reasonable legal costs), and liabilities we incur arising out of any third-party claim that results from: (a) Customer Data, including a claim that Customer Data infringes a third party’s rights or was processed without a lawful basis or necessary consent; or (b) your use of the platform in breach of section 7 (Acceptable use) or of any applicable law. We will notify you of any such claim, allow you to control its defence and settlement (provided any settlement does not impose any non-financial obligation on us without our consent), and give you reasonable assistance at your cost.

17. Force majeure

Neither party is liable for any delay or failure to perform its obligations (other than an obligation to pay) caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, fire, flood, failure of utilities or telecommunications, and failure or interruption of a third-party hosting or network provider. The affected party will notify the other and use reasonable efforts to mitigate. If the event continues for more than 30 days, either party may terminate on written notice.

18. Variation of these Terms

We may update these Terms from time to time. For changes that materially affect your rights or obligations, we will give you at least 30 days’ notice by email to your account contact before the change takes effect. Other changes take effect when posted, with the “Last updated” date amended accordingly. Your continued use of the platform after a change takes effect, or your failure to cancel before then, constitutes acceptance of the updated Terms. If you do not accept a material change, you may cancel under section 6 before it takes effect.

19. Assignment

You may not assign, transfer, charge, or otherwise deal in these Terms or any rights or obligations under them without our prior written consent. We may assign or transfer these Terms to a member of our group or in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of our assets, on notice to you, provided the assignee agrees to be bound by these Terms.

20. Notices

Notices to us must be sent by email to support@impacturi.com. Notices to you will be sent by email to the address on your account or shown in-app. A notice sent by email is treated as received on the next business day after sending, unless the sender receives an automated delivery-failure message. This section does not apply to the service of any documents in legal proceedings.

21. General

• Entire agreement. These Terms, together with the DPA and any signed order or Pilot Agreement, form the entire agreement between the parties and supersede any prior agreement or understanding on their subject matter. Each party agrees it has not relied on any statement not set out in these Terms, but nothing limits liability for fraud.
• Order of precedence. If there is a conflict, the following order applies: (1) a signed Pilot Agreement, for the duration of the pilot; (2) the DPA, in relation to the processing of Personal Data; (3) any individually signed order; (4) these Terms; (5) the pricing page.
• Severability. If any provision is held to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions continue in full force.
• Waiver. A failure or delay in exercising any right is not a waiver of it, and no single or partial exercise prevents any further exercise.
• No partnership. Nothing in these Terms creates a partnership, joint venture, or agency between the parties.
• Third parties. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of them.

22. Governing law and jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), are governed by and construed in accordance with the law of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

23. Contact

For general support, email support@impacturi.com. For questions about these Terms or any legal or contractual matter, email support@impacturi.com.