Terms and Conditions of Service

1. Acceptance of Terms

These Terms and Conditions of Service ("Terms") together with aeExchange Privacy Policy apply to and govern your use of the www.democo.com ("www.democo.com") website and its facilities and services (the"Website") and the associated mobile application and its facilities and services (the “App”) Accessing or using the Website and/or App indicates your acceptance of these Terms and Conditions of Service. Please read these terms and conditions carefully.

IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS OF SERVICE, PLEASE DO NOT USE THE WEBSITE AND/OR APP

References to 'you', 'your' 'yours' and 'yourself' are references to either the administrator(s) of the software, the person in charge of processing the pay run and/or pension, e-filing or downloading, and/or the organisation that you represent, and/or any initiated user who represents your organisation, and/or any additional user your organisation appoints, the employees of your organisation, the clients of a bureau/an agent, and/or any person accessing the Website and/or App.

References to 'we', 'us' and 'our' are references to www.democo.com , the service provider of this website. By accessing, browsing or using the Website and/or App and any of their facilities, services, content or information, you unreservedly accept that you will be bound by our Terms and Conditions of Service. If you do not agree with our Terms and Conditions of Service as set out below please do not use the Website and/or App. If you wish to make a serious complaint to us regarding our Terms and Conditions of Service and Privacy Policy, and/or anything relating to our services, or to remove yourself from our services, you agree that you will notify us in writing and communicate the writing to us only by registered post to our given address as stated in the Website. We do not accept e-mailed or faxed communications on serious matters.

We at www.democo.com may decide from time to time to waive any of the Terms and Conditions of Service governing the Website and App and their facilities and services. If we do so, we will not be deemed to have waived those Terms and Conditions of Service on any other occasion.

2. Right to Change

We at www.democo.com reserve the right to change the content of the Website and/or App, the fees we charge, if any, and the Terms and Conditions of Service and Privacy Policy, at anytime without notice. Any changes to the services on the Website and/or App and/or our Terms and Privacy Policy will be posted on the Website and/or on this page and will be available for you to view at any time. It is your responsibility to check the Website, the App and these Terms and Conditions of Service and Privacy Policy in case there are any changes. If you access and use the Website and/or App after we have made a change you shall be treated as having accepted the change. You agree to undertake to check the Terms and Conditions of Service each time before you use the Website and/or App. If at anytime you disagree with any changes, you must not use the Website and/or App and should write to us, using registered post to our given address as stated in the Website, to inform us that you wish to quit.

3. Privacy

Please refer to our separate Privacy Policy, which also applies to and governs your use of our www.democo.com Website and App to understand our practices.

4. Description of Service

The Website and/or App acts as a venue for various Auto Enrolment Pension related services where you can make use of our facilities to calculate and submit your AE Pension Contribution eReturns to the leading pensions providers, e-file documents to Her Majesties Revenue and Customs ("HMRC") download your notices from HMRC, at the same time you may make use of the Website and App to store, to view and to print out the documents relating to the e-filing and downloading.

The e-filing services may include but are not restricted to the e-filing of your Real Time Information (RTI) FPS - Full Payment Submission, EPS - Employer Payment Summary, NVR - NINo Verification Request, EYU - Earlier Year Updates, FSY - Final Submission for the Tax Year data.

The downloading services may include but are not restricted to the download of P6, P9, SL1 and SL2, and other various notifications and notices to be added, from the HMRC into your system.

These activities are known as e-filing and downloading services.

Other services provided on the Website and/or App may include but are not limited to quick AE calculations, AE Comms letters, an AE forum, pension news, press releases, AE event information, listing and links to third party AE Services, etc.

All facilities and services are provided on an 'as is' basis and "as available" basis. We may further add to these services and facilities from time to time as we think suitable. By accessing and using the Website and/or App at any time you are bound by our Terms and Conditions of Service.

5 How our eReturn/eSubmission Services are Conducted

5.1 AE Data Exchange Services

(i) Accepting your AE raw data in either CSV or XML formats

(ii) Providing AE Contribution Data submissions through XML or CSV files

(iii) Providing AE assessments and calculations

(iv) Producing AE com letters

(v) Enabling Opt In functions

(vi) Providing automatic AE Pension Account creation

(vii) Supporting Agent Batch file processing.

5.2 E-filing Services

(i) Providing a pre-defined spreadsheet format for your Real Time Information(RTI) FPS - Full Payment Submission, EPS - Employer Payment Summary, NVR - NINo Verification Request, EYU - Earlier Year Updates, FSY - Final Submission for the Tax Year and others, data.

(ii) Accepting and validating your uploaded data format in a CSV file against the HMRC Schema and Business Rules we interpreted.

(iii) Notifying you of all the list of errors you may have in the data format of your respective document.

(iv) Further validating your amended data to ensure that it fully complies with the XML e-filing required data format and Business Rules.

(v) Converting your given CSV files into XML files and e-filing to the HMRC

(vi) Providing proof of successful submission from HMRC for each of your e-filed submissions.

6. Providing E-filing, Downloading and Other Services Only, Not Advice

You acknowledge that www.democo.com provides only the facilities and services as spelt out above. We do not provide any tax advice, legal advice, payment advice, advice on how to use the Website and/or App facilities and services, nor do we provide or endorse any kind of financial or other advice.

Any statement, correspondence or incidental conversation between the staff of www.democo.com and yourself, which could be seen or construed as advice, is entirely between you and the individual staff member concerned. You agree that any advice given by any www.democo.com staff member, or any statement you have seen in the www.democo.com Website and/or App either expressly or implied, whether or not under our letterhead, should be taken as purely a personal opinion. You agree to indemnify any advice you receive from www.democo.com and the staff of www.democo.com .

You further undertake that any final decision you make will not be based on any statement made by www.democo.com or its staff. You will make your final decision only after consulting a suitable qualified legal or financial expert, or tax consultant, or IT consultant, etc.

You should attend computer training courses, or any other courses, which may conducted by www.democo.com or others, to learn how to use the Website and App facilities we provide, and/or other related Internet websites such as HMRC, The Pension Regulator, and/or other websites correctly. You may need to sign up for paid support provided by a third party to administrate and use the Website and App facilities we provide correctly.

7. Data Accuracy, Compliance and Security

You acknowledge that you will take full responsibility for all the data entered and uploaded into the Website and/or App as we have no control over the authority, the quality or safety of the data input and the data updates regardless of whether you are an employer user, an employee user, a bureau agent user, a client user, or another appointed user. You and you alone are responsible for the accuracy and completeness of your records. All liabilities howsoever arising as a result of errors, inaccuracies, omissions, or a lack of clarity in your data records, in so far as they attach to us, are excluded.

We are not involved in any transactions between you, your authorised users, your Agents, your Clients, your employees, HMRC, your Pension provider(s), The Pension Regulator (TPR), your bank or others. Our service also excludes any investigation or audit into your affairs by HMRC or TPR and also excludes enquiries.

For security and other reasons you accept that we have the right from time to time to monitor what data is being entered or uploaded into the Website and/or App. Your uploaded data may be placed in a temporary holding bin for checking and screening to ensure that it does not contain virus and non-complying items and, if necessary, for us to view and test to see if the data complies with HMRC or Pension provider data format rules before the data can be accepted into the system for processing or e-filing to HMRC or a Pension provider.

You understand that any data you enter on the Website and/or App is collected for the purposes mainly of e-filing and downloading activities and their associated activities, paid or unpaid. This data will include, but is not restricted to, your employees and clients’ personal data such as, name, address, date of birth, National Insurance number, tax code and pay and pension history etc.

You also understand that we may use the data given by you for some general purposes such as to customise the advertising and content you see, based on the details given by you and your activity on the Website and/or App, to fulfill your requests for certain products and services, and to contact you about specials, new products and for customer feedback.

We undertake to design our system in such a way to minimise the use of personal data. You acknowledge that www.democo.com has the right to scan the user database when required for administrative, advice and invoicing purposes whenever www.democo.com deems it necessary.

8. Sign up/Sign in details

You undertake to keep your security Sign-in ID, Password and Pattern Word and any other sign up and sign in details secret. You further undertake to change your Password regularly. If you do not know how to change your Password, you undertake to seek expert advice on how to do so. You must not tell anyone these details or write them down in a manner that would allow someone else to use them and access your data. Never include your Password or Pattern Word in an E-Mail or a letter. You understand that www.democo.com will never ask you to enter your Password or Memorable Word on any other Website or letter or E-Mail or App. You will not tell anyone, including www.democo.com staff, your Password or Pattern Word, or any sign up and sign in details over the phone, or by any other correspondence or E-Mail. Do not enter your Password and Pattern Word while someone else is watching. You must write to us immediately if you suspect that someone knows your sign in details and/or has accessed your data.

You accept that for reasons of data security www.democo.com is not obliged to reply to any e-mail or letter, nor enter into any verbal discussion, regarding forgotten sign in details. If you forget your sign in details the only way for you to recover them is to click on the 'Forgot Sign In' button on the Website and follow the on-line instructions.

9. Your Employees and Clients

You undertake to seek the consent of your employees and your clients before entering any of their data on the www.democo.com Website and/or App. You agree to indemnify www.democo.com for the consequences of any authorised and unauthorised entry of employee or client data into the www.democo.com Website and/or App.

You may grant permission to your clients, employees and additional users to access the www.democo.com Website to view and print the related data and you therefore undertake full responsibility on the conduct of their Internet accounts and their access to the www.democo.com Website.

Appointing an additional user: -You acknowledge that an additional user here includes any additional user you appoint to use the account you have created, an employee of the company, your client, your helper, or any other person who may have part or full access to your entire system, its details and its functionality. You accept sole responsibility on whoever you appoint as an additional user. You undertake that you will check the full credentials and identity of who you wish to appoint as an additional user. You also accept that you will not hold us responsible whatsoever for providing the facility which allows you to appoint an additional user.

10. Accountability - Your obligations

To use the www.democo.com Website and/or App forum to post any message or comment, you agree to the following:

(i) you must be at least 16 years old.

(ii) you will only have one www.democo.com account which must be in your real name, and you are not already restricted by www.democo.com from using the Website and/or App.

(iii) your profile information will be truthful and you will use the Website and/or App facilities and services in a professional manner.

(iv) you only provide accurate content or information that you have the right to share and that does not violate any applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, tax laws, and regulatory requirements.

(v) you own all of the content, comments, and personal information you provide to us, but you also grant us a non-exclusive license to it. We may change or suspend or discontinue any of the Website and/or App facilities and services at any time without explanation. We can't promise to store or keep showing any information and content you have posted.

(vi) you will not act dishonestly or unprofessionally, including by posting inappropriate, inaccurate, or objectionable content.

(vii) you will not create a false identity or misrepresent your current or previous positions, affiliations and qualifications.

(viii) you will not disclose information that you do not have the right to disclose including confidential information of others.

(ix) you will not post any unsolicited or unauthorised advertising, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation unauthorised by www.democo.com; and

(x) you will not post anything that contains software viruses, worms, or any other harmful code.

Without limiting other remedies, we may limit, suspend, or terminate your user account and access to the Website and/or App, remove content and take technical and legal steps to keep you from using the facilities and services at any time and without explanation if we think that you are creating problems or possible legal liabilities.

11. Correspondence

Internet communications, including e-mails, are not secure and therefore www.democo.com does not accept legal responsibility for the contents of any messages transmitted by Internet. Any e-mail can be intercepted and read by others over the Internet and you should consider this before sending any data via email. www.democo.com cannot be held liable for any breach of security. Any information sent from the www.democo.com facilities is sent at your own risk.

Any views or opinions presented in our e-mails are solely those of the author and do not necessarily represent those of www.democo.com. Replies to e-mails may be monitored by www.democo.com for operational or business reasons. Around 99% of computer virus are spread through e-mails with attached files. For this reason, you agree to undertake not to send to www.democo.com any e-mail containing attached files or any e-mail containing linkages as they may trigger a virus. You also understand that any e-mail containing an attached file will be automatically rejected by www.democo.com . E-mails can only be sent using the pre-defined format set by www.democo.com. www.democo.com does not accept responsibility for any damage whatsoever that is caused by viruses being passed.

You accept that any telephone calls made to or from www.democo.com may be recorded for quality control and training purposes and you further agree that the details of the calls may be made public should any dispute arise provided the call does not include any individual's personal confidential details.

12. Fees

You acknowledge that once you start using any of the facilities and services provided on the Website and/or App fees and charges may apply immediately, either based on the rate published on the Website, or the rate mutually agreed in an agreement, or lacking which will be based on a rate set at www.democo.com 's sole discretion.

www.democo.com may in its absolute discretion waive any fees or charges and give any discount to any user under a special arrangement. If we do so, we will not be deemed to have waived the fees or charges on any other occasion. Any exemption from payment or discount will only be valid if it is made in writing to you. We reserve the right to withdraw any free usage or discount at any time without needing to give reason. We also have the right to change the published fees and charges, if any, at any time without notice.

You acknowledge that if you forget your sign-in details, www.democo.com reserves the right to impose a levy to recover the additional administrative costs involved in administrating your sign-in details.

Your also acknowledge that it is illegal to create duplicate accounts for the same company or organisation, and you accept that www.democo.com has the right to impose a penalty of £1000 (one thousand pounds) for each duplicated account created. This is to prevent malpractice and any abuse of the free offer period or limit.

13. Invoicing and Payment Terms

Unless otherwise stated, all fees are payable in GB Pounds sterling and all invoices are subject to VAT at the prevailing rate and are payable before the specified due date. You agree that we may issue you with invoices in an electronic format by e-mail or placing in a place where you can print them at anytime. As a user, you accept that these electronic invoices are www.democo.com official invoices and you will undertake to print out the invoice yourself should you require a hard copy.

In the event of payment not being received before the specified payment due date, www.democo.com reserves the right to immediately suspend your use of the Website and/or App facilities and retain any stored data until payment is received in full. www.democo.com reserves the right to charge interest on all accounts remaining unpaid after their due date. Should you decide to stop using the facilities, you acknowledge that you are liable for payment of all invoices up until the date you leave.

We may request that payment should be made to www.democo.com using PayPal, or any other online payment service, to be further defined from time to time. If you choose not to use this quick and easy payment method, and instead choose to pay us using another payment method such as cheque or bank transfer, www.democo.com has the right to impose a levy to cover the extra administration costs. Our standard credit term is not more than 30 days.

14. Termination of Service

www.democo.com reserves the right to terminate any individual use of the Website and/or App and their facilities and services, or portion of its facilities and services, at anytime, with or without notice or reason. You agree that should www.democo.com exercise its right to terminate its facilities and/or services to you, its decision is final and you have no right to appeal. You also agree that there will be no compensation of any kind for losses or inconvenience arising out of the termination of the use of the www.democo.com Website and/or App. www.democo.com also reserves the right to withdraw either the whole or part of the Website and/or App services and facilities at any time, with or without notice or reason to any of its users.

You accept that your account may be terminated either by official notice, and/or as a result of you not using the account for more than one year, and/or as a result of overdue payment. If your account is terminated you will no longer have any access rights to the account. Should you need to access to the account and use any of the services in our system after the account is terminated, a fresh agreement and prices must be agreed first.

15. Disposal of Data/Deletion of Accounts

You accept that any tax and/or other data you have entered into the Website and/or App will stay in the system and can never be deleted, and any contact details entered into our system will be used to notify you of any payroll or other services we offer, regardless of if your account is active or dormant.

You may sign in to the Website and go to the OTHERS section to disable your account to stop us from contacting you about the services we offer. You accept that we will not entertain any request to suspend or delete any account in our system.

We will not disclose your details to any third party under normal circumstances. However, if there is a court order requesting us to disclose your data we will have to act accordingly.

16. Security

You understand that you should never leave your computer whilst you are signed-in to the www.democo.com service. Always sign-out from the Website and/or App whenever you are not using it. If using a public or shared computer, for example at an Internet cafe, you must undertake to sign-out and close down any browser windows when you have finished using the Website and its facilities.

If accessing the App from a mobile phone or device you understand that it is your responsibility to keep your phone and access to the App secure. We therefore recommend that you do not jailbreak or root your phone, which is the process of removing software restrictions and limitations imposed by the official operating system of your device. It could make your phone vulnerable to malware/viruses/malicious programs, compromise your phone’s security features and it could mean that the App won’t work properly or at all.

You undertake to update your postal address details and identity details in the Website and/or App immediately as they change. If you need to recover your sign in details the recovered sign in details will be printed onto normal open plain paper without any additional security coating cover of any kind on top. www.democo.com does not provide the facility for coated protected printouts. They will only be posted to your given postal address in a plain ordinary envelope. We reserve the right to impose identity checking procedures and will not entertain any postal address other than the address you or your agent have entered and stored in the Website. You agree that when www.democo.com posts you any details www.democo.com does not take any responsibility for postal and postal associated problems. You accept the risks involved in the way the recovered sign in details are communicated to you.

You expressly acknowledge and agree that any material and/or information downloaded or otherwise obtained through the use of the Website and/or App is done at your own discretion and risk and that you shall be solely responsible for any damage to your computer system and/or mobile phone or device, or loss of data that results from the download of such material and/or data.

17. Exclusion of liability

Whilst www.democo.com has taken reasonable steps to ensure the accuracy, timeliness, availability correctness, fitness for purpose and completeness of the information contained on the Website and/or its App and their facilities, information is provided on an "as is" and "as available" basis without any warranty of any kind, whether express or implied. www.democo.com shall not be liable for any indirect, consequential, incidental damage or loss of any kind including loss of business, profits, chargeable time, anticipated savings, goodwill, any business interruption or loss of or corruption of data, however caused and whether arising under contract or tort, including negligence, statute or otherwise. The use of the Website, the App and their facilities and services is at your sole risk. In all events, no liability will be held even if www.democo.com had been advised of the possibility of damages. We do not represent or warrant that the Website, the App and their facilities and services will be available and will meet your requirements. We do not represent or warrant that the Website, the App and their facilities and services shall be available on an uninterrupted basis, and no liability can be accepted in respect of losses or damages arising out of such unavailability. Also, we accept no liability in respect of losses or damages arising out of changes made to the content of this Website, the App and their facilities and services by unauthorised third parties. We do not represent or warrant that access to the Website, the App and their facilities and services will be free from delays, failures, errors or omissions or loss of transmitted information, that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to your computer system or mobile device. You have sole responsibility for ensuring you have adequate protection and to undertake reasonable and appropriate precautions to scan your equipment for viruses or any other destructive properties. We make no representations or warranties regarding the accuracy, functionality or performance of any third party software that may be used in connection with the Website, the App and their facilities and services.

We shall not be liable to you in respect of any circumstances arising outside of our reasonable control.

If any exclusion, disclaimer or other provision contained in this Terms and Conditions of Service is held to be invalid for any reason by a court of competent jurisdiction and we become liable for loss or damage that could otherwise be limited, such liability whether in contract, tort or otherwise, will not exceed the fee actually paid by you for the facilities.

Should there ever be any compensation paid to any www.democo.com user for any reason, the total amount of compensation paid will never be more than the total amount the user has paid to www.democo.com . The issue of compensation cannot be subject to any arbitration or jurisdiction. It is solely at the discretion of www.democo.com and the decision of www.democo.com is final. The payment of one compensation for whatever reason, at the sole discretion of www.democo.com , is paid on a one off basis, and this cannot be construed as a precedent for any other payment.

18. Third Party Sites

The Website and/or App and the associated facilities and services may contain links to other sites not maintained by www.democo.com. We are not responsible for the content of these third party sites. By accessing other websites through links provided by www.democo.com , you agree to the following: - Independent providers have produced the material available on these sites. Any opinions or recommendations are solely those of the independent providers and are not the opinions or recommendations of www.democo.com. www.democo.com cannot guarantee the timeliness, accuracy, adequacy, or completeness of any such information. The materials and information you may find on these third party sites are provided on an "as is" basis without warranty of any kind, either express or implied, including without limitation any warranty for information, services, or products provided through or in connection with the www.democo.com Website and any implied warranties of merchantability, fitness for a particular purpose, expectation of privacy or non-infringement. www.democo.com will not be held liable for any damages or injury resulting from the use of linked sites.

The Website and/or App may also contain material submitted and created by third parties. We do not make any recommendation or endorsement as to any service or product or to any material, including advertisements, submitted by third parties to the Website and/or App. www.democo.com excludes all liability for any illegality arising from, or error, omission or inaccuracy in such material.

19. Advertisements

In consideration of your use of the Service, you agree that www.democo.com reserves the right to place advertisements anywhere on the Website and/or App and at any time. Your correspondence or dealings with, or participation in promotions of, advertisers and merchants found on or through the Website and/or App, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or merchant. To the fullest extent permitted by applicable law, you agree that www.democo.com shall not be responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such advertisers and merchants on the Service. Any orders placed by you are subject to confirmation by, and the terms and conditions of business of, the relevant Merchant.

20. Third Party Rights

In the event that you have any right, claim or action against any other user arising from that user's use of the Website and/or App and its facilities and services, you agree to pursue such right, claim or action independently of and without recourse to us, and you release www.democo.com from all claims, liability, damages, losses, costs and expenses, including legal fees, known and unknown, arising from or in any way connected with such right, claim or action.

A person who is not a party to this Terms and Conditions of Service has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Terms and Conditions of Service but this does not affect any right or remedy of a third party specified in this Terms and Conditions of Service or which exists or is available apart from that Act.

21. Waiver

The failure or delay by either party, www.democo.com or yourself, in exercising any right, power or remedy of that party under this Terms and Conditions of Service shall not in any circumstances impair such right, power or remedy nor operate as a waiver of it. The single or partial exercise by either party of any right, power or remedy under this Terms and Conditions of Service shall not in any circumstances preclude any other or further exercise of it or the exercise of any other right, power or remedy.

Any waiver by either party of a breach of or default under any of the terms of this Terms and Conditions of Service by the other party shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of this Terms and Conditions of Service.

No waiver in connection with this Terms and Conditions of Service shall, in any event, be effective unless it is in writing, refers expressly to this clause, is duly signed by or on behalf of the party granting it and is communicated to the other party in writing by recorded delivery to in the case of www.democo.com , the address set out at the end of this Terms and Conditions of Service and, in the case of you to the address notified to www.democo.com by yourself.

22. Severance

If a court or similar body decides that any wording in this Terms and Conditions of Service are invalid, illegal or cannot be enforced, that decision will not affect the rest of this Terms and Conditions of Service, which will remain binding on both www.democo.com and yourself. However, if the wording that cannot be enforced could be enforced if part of it is deleted, we will both treat the relevant part of the wording as if it is deleted.

If you or we fail to, or delay in, exercising any rights under this Terms and Conditions of Service, that will not mean that those rights cannot be exercised in the future.

This Terms and Conditions of Service constitutes the entire Agreement between you and www.democo.com for your use of the www.democo.com Website and/or App and replaces all documents, information and other communications (whether spoken or written) between us for such use.

23. Governing Law

This Terms of Service shall be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the English courts

24. Communications

Any notice or correspondence to be given or made by either www.democo.com or yourself under or in connection with this Terms and Conditions of Service shall be in writing by recorded delivery to, in the case of www.democo.com , the address set out at the end of this Terms and Conditions of Service and, in the case of you, to the address notified to www.democo.com by yourself. Any notice sent by recorded delivery post shall be deemed served three business days after the date of posting.

25. Licensing and Copyright

You understand and acknowledge that NetPayDue.com Limited, known as NetPayDue (Company No. 03935066) owns the aeExchange Website and the App. The Terms and Conditions of Service governing the use of the Website and/or the App is the agreement between you and NetPayDue.

The creation of the aeExchange Website and the App is based on INTERSOFTWARE SOLUTIONS LIMITED's, known as ISS (Company No. 03306112), source code. NetPayDue does not own the aeExchange source code but uses it under license from ISS.

ISS is the copyright and other intellectual property rights holder of the software source code of the www.democo.comWebsite and App.

ISS and its licensee, Netpaydue, do not give any warranty express or implied (including, but not limited to, any express or implied warranties as to fitness for purpose, suitability, accuracy and completeness of content, quality and availability), relating to your access and use of the Website and/or the App and its services, to the maximum extent permitted by applicable law.

The Terms and Conditions of Service governing the use of the Website and/or the App is the agreement between you and NetPayDue. ISS, the Licensor, has no control over how the service provider, the Licensee, provides the service. ISS is not party to any contract with any third party user.

The Software mentioned above includes the business work flow, the business logic, the source code of the software, the various calculation engines, the specific pension calculations and reporting systems, the audio and video delivery system, all of the web services API XML interface and production system, all of the CSV file format interfaces and production systems, all of the GFF file format interfaces and production systems, the server hosting system, the auto administration system for collecting payments, the sign-up and sign-in to the software system, various screen page designs, the reporting system and various reports, the rollback system, the multi user system, the employee Internet accounts, the e-filing system, the downloading system and the reminders for the users usage of the software, etc..

The copyright/intellectual property rights for the Software DOES NOT include 's Home Page design, the colours, the logos, the icons, the marketing materials, any of the third party audio and video content in the system, the advertisement design, the external customer support system, all the third party service providers present at the Website and/or the App, the modified additional help files, the backup data system.

If any customisation and/or modification of the software is warranted, whether the original idea and design for customisation and/or modification comes from you or from others, you agree that the copyright/intellectual property right of the customised and/or modified software remains with ISS. ISS shall then in turn grant you a non-exclusive license to use the modified and/or customised software upon payment of the agreed fee or other consideration. All software is licensed, not sold.

Copyright 2005 ISS . All rights reserved. Reproduction, copying, usage, modifying, hiring, renting, public performance, transmission and/or broadcasting in whole or in part of the various Software or web pages is prohibited without the written consent of ISS. You may not reverse engineer, decompile, or disassemble the software, except and only to the extent that such opportunity is expressly permitted by applicable law notwithstanding this limitation.

The ownership of the copyright of the software may change and/or transfer at any time to a new owner, as the current owner ISS so chooses, without any prior warning or reason given. There is no guarantee that the new owner of the copyright will maintain the same commitment and terms and conditions as stated.

The Website is copyrighted © 2005 by INTERSOFTWARE SOLUTIONS LIMITED (Company No. 03306112). The homepage design is copyrighted by NetPayDue.com Limited and is detailed as above.

26.Third Party Services:

The Website and/or App use the Google Places API Web Service provided by Google, Inc. When you use these services you are also bound by Google’s Terms of Service as set out at http://www.google.com/intl/en/policies/terms/ and you agree to follow Google Privacy Policy (https://www.google.com/policies/privacy/)

27. Other

No one may link any other website to the Website and/or App without the prior written permission from www.democo.com.

The names and logos of other companies and products mentioned on the Website and/or App may be the trademarks of third parties, including our business partners and are used by us with the permission of their respective owner(s). All trade names and trademarks are the property of their respective companies.

This Terms and Conditions of Service constitutes the entire agreement between you and us in relation to the Website, the App and the facilities and services and the license, and supersedes any other oral or written communications with respect to the Website and/or App and the facilities and services.

Copyright © INTERSOFTWARE SOLUTIONS LIMITED (Company No. 03306112) 2005 All rights reserved.

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Privacy Policy of aeExchange

A. Introduction - What this Privacy Policy covers

This document sets out how we handle your data. You should read it in conjunction with our Terms and Conditions of Service, of which this Privacy Policy forms part. At www.democo.com ("www.democo.com"), we are committed to protecting your privacy. We recognise that your data is of a highly sensitive nature and should be kept confidential at all times. Please read on for more details on our Privacy Policy. This will explain our obligations to you and your obligations to us in relation to security and privacy issues on the www.democo.com Website and/or App and its facilities and services. Please note that this policy does not apply to any company or person outside www.democo.com.

B. Acceptance of our Privacy Policy

This Privacy Policy applies to and governs your use of our www.democo.com Website and its facilities and services (the “Website”) and the aeExchange App and its facilities and services (the “App”).

Please do read through and understand our Privacy Policy carefully. By accessing, browsing or using the Website and/or App and any of its facilities, content or information, you unreservedly indicate your agreement to be bound by our Privacy Policy. If you do not agree with our Privacy Policy as set out below, please do not use the Website and/or App and its facilities and services. If you wish to write to us regarding our Privacy Policy, or to remove yourself from the services, you agree that you will notify us in writing using registered post to our given address as stated in the Website.

C. Data Collection and Use

www.democo.com collects personally identifying information when you sign up with us. We will ask for your full name, address, e-mail address, driving license notice and other information we may decide from time to time. Once you sign up with www.democo.com and sign in to the Website and/or App, you are not anonymous to us.

The Website and/or App acts as a venue for various Auto Enrolment Pensions related services where you can make use of our facilities to submit your AE Pension Contribution eReturns to all known leading pensions providers, you can also e-file your documents to Her Majesties Revenue and Customs ("HMRC") and download your notices from the HMRC, at the same time you may make use of the Website and/or App to store, to view and to print out the documents relating to the e-filing and downloading on an 'as is' basis and "as available" basis.

The e-filing services may include but are not restricted to the e-filing of your Real Time Information (RTI) FPS - Full Payment Submission, EPS - Employer Payment Summary, NVR - NINo Verification Request, EYU - Earlier Year Updates, FSY - Final Submission for the Tax Year data.

The downloading services may include but are not restricted to the download of P6, P9, SL1 and SL2, and other various notifications and notices to be added, from the HMRC into your system.

Other services provided on the Website and/or App may include but are not limited to a quick AE calculator, an AE forum, pension news, press releases, AE event information, showing, listing and linking to third parties AE Services, etc.

We may further add to these services and facilities from time to time as we think suitable.

You understand that any data you enter on the Website and/or App is collected for the purposes mainly of e-filing and downloading activities and their associated activities, paid or unpaid. This data will include, but is not restricted to, your employees’ and clients’ personal data such as, name, address, date of birth, National Insurance number, tax code and pay and pension history etc.

You also understand that we may use the data given by you for some general purposes such as to customise the advertising and content you see, based on the details given by you and your activity on the Website, to fulfill your requests for certain products and services, and to contact you about specials, new products and for customer feedback.

We undertake to design our system in such a way to minimise the use of personal data. You acknowledge that we have the right to scan the user database when required for administrative, advice and invoicing purposes whenever we deem it necessary.

D. Consent for Data Collection and Use

You undertake to seek the consent of your employees and your clients before entering any of their personal data on the Website and/or App. You will also undertake to inform all those employees, and clients who consent to having their personal data stored on the Website and/or App, exactly what data will be stored, and for what purposes it is stored.

E. Disclosure and sharing of your Data

We undertake not to sell, trade, rent or share any personally identifiable information to others. We will send your personally identifiable information to others only if;

- We have obtained your express consent to share the information.

- We need to share your information to provide the service or product you have requested, paid or unpaid.

- We need to send the information to others who work on behalf of www.democo.com to provide a service or product to you.

- Our company is subject to a take-over or merger in which case the information will be disclosed to the new owners on the understanding that they will protect the information and only use the information in substantially the same way as previously.

- We must respond to court orders and any other legitimate request by authorities with which we must comply.

F. Reviewing your Data

You acknowledge that we will check the data you upload to the Website and/or App to see whether or not its format complies with the HMRC's or the Pension Provider's published Schema validation and Business Rules as interpreted by us.

You further acknowledge that apart from the validation checks, we do not monitor, edit or review whether the data provided by you has been correctly calculated. We have no control over the authority, the quality or safety of the data input. You and you alone are responsible for the accuracy and completeness of your records.

You can edit your stored data at any time by signing in to your account and making the necessary changes. You can also request the deletion of your account by contacting www.democo.com in writing by registered post to the address given on the Website. We undertake to stop processing your data upon receiving notification in writing and sent to us by registered post of your objection. We reserve the right to regularly delete any data that we deem is out of date or no longer required.

G. Confidentiality and Protecting your Data

We are fully committed to taking reasonable steps in the circumstances applicable to us to protect the security and privacy of any information or data submitted to the Website and/or App. We undertake to adopt appropriate physical, electronic and procedural measures to protect personal data collected or stored on the Website and/or App. We also use the appropriate Internet security protocol that we deem suitable to create a protected connection between you and our servers so that your data can be confidentially sent and retrieved.

Whilst we undertake to maintain the highest possible levels of security practicable to protect data it should be realised that no data transmission over the Internet or information storage technology can be guaranteed to be 100% secure, and there is always some risk of unauthorised access. www.democo.com cannot be held liable for any breach of security. Any information submitted to us is done so at your own risk.

We limit access to personal information about you to www.democo.com employees who we believe reasonably need to come into contact with that information to provide products or services to you or in order to do their jobs.

Whilst we have security measures in place to protect your data, it remains your responsibility to keep your sign in details secret and to sign off from the www.democo.com Website and/or App when you are not using it.

H. Use of IP Addresses and Cookies

IP addresses: for security purposes www.democo.com automatically records the IP address of your computer each time you visit the Website.

Cookies: Cookies are small text files that we can transfer to your computer through your Web browser to enable our systems to 'remember' who you are and to provide personalised features. www.democo.com may set and access cookies on your computer. For example, a cookie would be used if you wish your computer to recall your sign in ID each time you visit the Website. You may at any time turn off cookies in your browser.

www.democo.com does allow other companies that have advertisements on the Website to set and access their cookies on your computer. Other companies' use of their cookies is subject to their own privacy policies. Advertisers or other third parties do not have access to www.democo.com cookies.

I. Links to Third Party Sites

The Website and/or App contains links to other websites. www.democo.com is not responsible for the privacy practices, or the content, of these third party websites. We recommend that you examine the privacy policies of these third party web sites to understand their procedures for collecting, using, and disclosing your information.

J. Changes to our Privacy Policy

www.democo.com reserves the right to change the content of this Privacy Policy at anytime without prior notice. If we decide to change our Privacy Policy, we undertake to post any changes on this page so you are always aware of what information we collect, how we use it, and under what circumstances we disclose it. Therefore, you should check the Privacy Policy each and every time to decide whether you want to continue your account and your access to the Website and/or App and its facilities and services.

K. Questions, Suggestions and Communications.

If you wish to make a serious complaint to us regarding our Terms and Conditions of Service and/or Privacy Policy, and/or anything relating to our services, or to remove yourself from the services, you agree that you will notify us in writing and communicate the writing to us only by registered post to our given address as stated below. We do not accept e-mailed, faxed or normal post communications on serious matters.

www.democo.com

Unit 101, China House,

395 Edgware Road,

London

NW2 6LN

United Kingdom