Website Terms and Conditions
2.INFORMATION ABOUT US
2.1Online Giving Ltd, a private limited company registered in England and Wales under company number 06886190 and have our registered office at Online Giving Ltd, 131 Finsbury Pavement, London, EC2A 1NT, UK (“OG or “We”), operates and maintains the online donations services website www.charitycheckout.co.uk and other associated services.
2.2OG allows you to donate to, and raise funds for, the charities registered with us. Each charity has entered into a services agreement with us to allow them to use our site, and authorising us to collect your donations on its behalf, and have accepted the charity terms and conditions policy for use of our website. Information regarding each charity registered with us is available on our site www.charitycheckout.co.uk.
2.3Other than these website terms and conditions, OG makes no agreement with any donor or general user of our site and OG does not act for or on behalf of any person other than those charities and organisations who have entered into a services agreement with us.
3.PROCESSING OF ONLINE DONATIONS
3.1When you donate via www.charitycheckout.co.uk we may process your donation on behalf of your chosen charity. Prior to confirming your donation, you will be presented with a display of your proposed donation before it is processed. Please check this page thoroughly to ensure that details relating to your donation have been entered correctly. Once you have approved your donation (making the necessary corrections in case of errors), OG processes your payment and collects the donation and reclaims Gift Aid on behalf of your chosen charity (only if such charity has requested that OG process Gift Aid on its behalf), before passing your donation on to that charity each month. We, or your selected charity, may use a third party to process your donation and the relevant third party may require you to comply with additional terms and conditions for the purpose of processing your donation.
3.2In certain circumstances your selected charity may use third party processors to collect and process your donations, in which case at no point in the donation process will OG collect your donations on behalf of the charity. Prior to making your donation (and after approving the contents of the display page relating to your donation), you may be directed to the relevant page of the third party processor to complete the necessary steps to make your donation, and you may be required to accept the terms and conditions appearing on such third party processor’s page.
3.4OG has no control over how your donations will be used by the charity you donate to. If you wish that your donations be used towards a particular purpose then it is your responsibility to contact the charity directly to ensure that this occurs to your satisfaction.
3.5Where OG process donations on behalf of a charity, it charges a transaction fee, as agreed with the charity, which covers the credit and debit card fees associated with processing online transactions. This fee is calculated as a percentage of the value of the donation after Gift Aid is added, which increases the value of your donation by 25% (for more information about Gift Aid click here). In such cases, OG holds the charity’s donations in a clients’ account and passes those donations on every month, less the transaction fee. The Gift Aid portion of donations is also distributed monthly and is paid directly to the charity by HMRC.
4.1OG charges a subscription fee to the charity for access to the www.charitycheckout.co.uk service. This fee is to be agreed between OG and the charity in connection with first registration, and will vary depending on the annual revenue of the charity. The charity agrees to pay this fee in advance either monthly or annually (as agreed) on an ongoing basis, with automatic renewal. The charity agrees that if any fees are unpaid for a period of one-month after a due date, then the charity authorises OG to debit the outstanding fee from any donations received by OG for the account of the charity. OG or the charity may give notice to cancel their agreement at any time before a renewal. When a minimum contract has been specified, cancellation can only occur after the agreed contract period has been served. In the case of any fees due or paid in advance, there shall be no refund.
4.2Where a charity joins OG’s service through a partner platform or third party supplier and no existing contract between OG and the charity is in force, clause 4.1 will only stand where an additional agreement on fees is made between OG and the charity.
5.1Once you have made a donation on our site, you will only be able to request a refund if you contact us on or before the 19th day of the following month. We will not charge you a fee for processing any refund if your donation was made through our site and processed by us. If your donation was processed using a third party processor and wish to request a refund, then such third party processor may apply charges to process your refund. Please see Clause 5.3 below concerning refunds by third party processors.
5.2If you make a donation through our site that was processed by us and your donation has already been transferred to your selected charity, you may request a refund by directly contacting the charity you made the donation to. As referred to under Clause 5.1, we will not be able to refund any of your donations if your request for a refund is communicated to us after the 19th day of the following month.
5.3If you submit to us a refund request for a donation made through a third party processor, we will pass this request on to the third party processor, who will be responsible for making any such refund. We are not responsible for making any refund of a donation processed by a third party processor. We would advise you to contact the relevant third party processor directly in the event you have any concerns regarding the processing of refunds.
6.UNAUTHORISED CARD USE
6.1When you make a donation through www.charitycheckout.co.uk the transaction is final and you cannot question or dispute it, unless you can prove unauthorised use of your payment card. If you become aware that your payment card has been used fraudulently or if it is lost or stolen, you must notify your card provider in accordance with their reporting rules.
7.CHANGE TO THESE TERMS
8.OUR SITE CHANGES REGULARLY
8.1We may update our site from time to time, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. However, please note that any of the content on our site may be out of date at any given time, and we are under no obligation to update it.
8.2We do not guarantee that our site, or any content on it, will be free from errors or omissions.
9.ACCESSING OUR SITE
9.1Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us.
9.2When using our site, you must comply with the provisions of our acceptable use policy. You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.
10.YOUR ACCOUNT AND PASSWORD
11.INTELLECTUAL PROPERTY RIGHTS
13.NO RELIANCE ON INFORMATION POSTED
13.1The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site. Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up-to-date.
14.LIMITATION OF OUR LIABILITY
14.2To the extent permitted by law, we exclude all conditions, warranties, representations and other terms which may apply to our site or any content on it, whether express or implied.
14.3We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, our site; or
- use of or reliance on any content displayed on our site;
if you are a business user, please note that in particular, we will not be liable for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
14.4If you are a consumer user (including a fundraiser or donor), please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
14.5We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.
14.6We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
14.7By agreeing to our Terms of Service and/or submitting your charity’s bank details to OG, you are agreeing for OG to process donations on your behalf on any website or partner website which uses OG to process payments for your charity. If you would like not to be listed on any of the websites or partner websites which use OG to process payments for your charity, you agree to notify OG by emailing details of your request to email@example.com.
15.UPLOADING MATERIAL TO OUR SITE
15.1Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our acceptable use policy. You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. If you are a consumer user (including a fundraiser or donor), this means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
15.2Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our site a limited licence to use, store and copy that content and to distribute and make it available to third parties for any purpose. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy. We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our site. We have the right to remove any content or posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our acceptable use policy.
16.1We do not guarantee that our site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.
16.2You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
17.LINKING TO OUR SITE
17.1You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our site that is not owned by you. Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the content standards set out in our acceptable use policy. If you wish to make any use of content on our site other than that set out above, please address your request to Online Giving Ltd, 131 Finsbury Pavement, London, EC2A 1NT, UK.
18.THIRD PARTY LINKS AND RESOURCES IN OUR SITE
18.1Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.
19.1The Charity Checkout trade mark is a registered trade mark of OG.
20.GIFT AID INFORMATION
20.1When you donate to a charity through www.charitycheckout.co.uk and confirm that you are a UK taxpayer in accordance with the Gift Aid Scheme, we will reclaim Gift Aid on behalf of the charity if such charity has requested that OG do so.
20.2www.charitycheckout.co.uk is not an accounting, taxation or financial advisor. You should not rely on information that is given on www.charitycheckout.co.uk to determine the accounting, tax or financial consequences of making a donation to charity. We strongly recommend that you consult your own adviser(s) about any accounting, taxation or financial consequences that may affect you. You must pay an amount of Income Tax and/or Capital Gains Tax for each tax year (6 April one year to 5 April the next) that is at least equal to the amount of tax that the charity will reclaim on your gifts for that tax year. For more information about Gift Aid, click here.
21.INFORMATION ABOUT YOU AND YOUR VISITS TO OUR SITE
22.THIRD PARTY RIGHTS
23.JURISDICTION AND APPLICABLE LAW
24.1If you have any concerns about material which appears on our site, please contact Online Giving Ltd, 131 Finsbury Pavement, London, EC2A 1NT, UK.
Thank you for visiting our site.
ACCEPTABLE USE POLICY
1.1This acceptable use policy sets out the terms between you and us under which you may access our website www.charitycheckout.co.uk (our site). This acceptable use policy applies to all users of, and visitors to, our site. Your use of our site means that you accept, and agree to abide by, all the policies in this acceptable use policy, which supplement our terms of website use.
1.2www.charitycheckout.co.uk is a site operated by Online Giving Ltd (we or us). We are a private limited company registered in England and Wales under company number 06886190 and we have our registered office at Online Giving Ltd, 131 Finsbury Pavement, London, EC2A 1NT, UK.
2.1You may use our site only for lawful purposes. You may not use our site:
- In any way that breaches any applicable local, national or international law or regulation.
- In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
- For the purpose of harming or attempting to harm minors in any way.
- To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards.
- To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
- To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, timebombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
2.2You also agree:
- Not to use our service to sell goods, services, event tickets or accept payment for any purpose other than a donation to charity, unless we permit you to do so.
- Not to reproduce, duplicate, copy or resell any part of our site in contravention of the provisions of our terms of website use.
- Not to access without authority, interfere with, damage or disrupt:
- any part of our site;
- any equipment or network on which our site is stored;
- any software used in the provision of our site; or
- any equipment or network or software owned or used by any third party.
3.SUSPENSION AND TERMINATION
- Immediate, temporary or permanent withdrawal of your right to use our site.
- Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.
- Issue of a warning to you.
- Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
- Further legal action against you.
- Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
3.2We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.
4.CHANGES TO THE ACCEPTABLE USE POLICY
4.1We may revise this acceptable use policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this acceptable use policy may also be superseded by provisions or notices published elsewhere on our site.
TERMS OF SERVICE
1.1Online Giving provide software products and related services to charities and other eligible organisations as decided by Online Giving (together referred to as “Charities” or “Charity”) under these Terms of Service (the “Terms”).
1.2The Charity wished to use Online Giving’s software products and services.
1.3Online Giving has agreed to provide and the Charity has agreed to take and pay for Online Giving’s software products and services subject to the terms of this Agreement.
2.1The following are definitions of our terminology used in these Terms:
Domain Name: the URL owned by the Charity, or purchased by Online Giving on behalf of the Charity, for the purposes of the Agreement.
Effective date: the date the Services commence as specified in the Invoice.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Invoice: the initial invoice provided by Online Giving detailing the specific Services to be received by the Charity and the total Subscription Fee due to Online Giving.
Materials: includes any content provided by the Charity to Online Giving from time to time for the purposes of the Services.
Server: a computer server administered by Online Giving.
Services: the services to be provided pursuant to the Agreement and as further described in Schedule 1, as specified in the relevant Invoice.
Software: the online software applications provided by Online Giving as part of the Services.
Subscription Fee: the fee charged in respect of the Services as set out in the Invoice.
2.2References to “writing” or “written” include email.
2.3References to “content” include any kind of text, information, image, or audio or video material which can be incorporated in a website for access by a visitor to that website.
2.4References to clauses and schedules are to the clauses and schedules of this agreement; references to sections are to sections of the relevant schedule to this agreement.
2.5Where there is any conflict or inconsistency between the provisions of the Agreement, such conflict or inconsistency shall be resolved according to the following order of priority:
- the Invoice;
- Schedule 1;
- the Terms of Service.
3.COMMENCEMENT AND TERM
3.1The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue until terminated in accordance with clause 12 (Termination).
4.OBLIGATIONS OF ONLINE GIVING
4.1In consideration of payment of the Subscription Fee, Online Giving shall provide the Services set out in the Invoice in accordance with the terms of this Agreement.
4.2In supplying the Services, Online Giving shall:
- perform the Services with care, skill and diligence in accordance with industry practice; and
- co-operate with the Charity in matters relating to the Services.
4.3Our Services and Software are compatible with Microsoft® Internet Explorer 11+, Mozilla Firefox 48+, Chrome 54+, Safari 9.1.x+ and the latest mobile versions of Safari and Google Chrome. Our Services and Software may not work identically, efficiently and effectively with other browser types or may not operate.
5.THE CHARITY’S RESPONSIBILITIES
5.1The Charity acknowledges that the ability of Online Giving to provide the Services is dependent upon the Charity’s full and timely co-operation (which the Charity agrees to provide), as well as the accuracy and completeness of any information and data provided. Accordingly, the Charity agrees to provide Online Giving with access to, and use of, all information, data and documentation reasonably required by Online Giving for the performance by Online Giving of its obligations under the Agreement.
6.THIRD PARTY PRODUCTS
6.1The Services are integrated with various third party services, applications and/or software (collectively, “Third Party Products”) which are necessary for certain content such as email services or newsletters. The Third Party Products shall be supplied in accordance with the relevant third party’s standard terms. The licence fee for such Third Party Products is included in the Subscription Fee payable under clause 7.1.
6.2Online Giving cannot be held responsible for subsequent changes or issues with these Third Party Products that may result in issues with the Software and/or Services and may require maintenance to resolve any problems that may arise.
6.3The Charity agrees that Online Giving may, at any time and without any notice to the Charity, suspend, disable access to, remove or replace a Third Party Product at its sole discretion.
6.4Notwithstanding anything to the contrary in these Terms, Online Giving reserves the right to introduce new services and update or withdraw any of the Services, at its sole discretion, and will not be liable to the Charity for exercising this discretion.
7.1Online Giving charges the Subscription Fee to the Charity for access to the Services. The Subscription Fee is to be agreed between Online Giving and the Charity in connection with first registration. The Charity agrees to pay this fee in advance either monthly or annually on a designated day (the “Due Date”) as agreed on an ongoing basis, with automatic renewal. In accordance with clause 12 (Termination), Online Giving or the Charity may give notice to terminate the Agreement at any time before a renewal, but in the case of any Subscription Fee due or paid in advance, there shall be no refund.
7.2All charges are exclusive of VAT.
8.1Each of the parties warrants to the other that it has full power and authority to enter into and perform this Agreement.
8.2Online Giving shall perform the Services with reasonable care and skill.
8.3The Charity agrees to fully comply, and will at all times continue to, fully comply with all applicable laws, statutes and regulations, including, without limitation, all privacy laws and anti-spam legislation.
8.4This Agreement sets out the full extent of Online Giving’s obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this Agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
9.LIMITATION OF REMEDIES AND LIABILITY
9.1Nothing in this Agreement shall operate to exclude or limit either Party’s liability for:
- death or personal injury caused by its negligence;
- any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
- fraud; or
- any other liability which cannot be excluded or limited under applicable law.
9.2Online Giving shall not be liable to the Charity for:
- any damage to software;
- damage to or loss of data;
- loss of profit;
- anticipated profits;
- anticipated savings;
- goodwill or business opportunity;
- any indirect or consequential loss or damage; and
- damage or loss related to unavailability of the Services and/or Software.
9.3The Software and the Services are provided to the Charity on an “as is” basis without representations, warranties or conditions of any kind. Online Giving disclaims all warranties, conditions and representations of any kind, whether express, implied or collateral, including, but not limited to, all conditions, representations or warranties of merchantability, of fitness for a particular or general purpose, of non-infringement, of compatibility or that the Services or the Software are secure, or error free or will operate without interruption or will be provided in a timely or proper manner or at all.
9.4Online Giving makes no guarantee that the Services, and or Software, or any content, including any Add-on Packages (as defined in Schedule 1) or Third Party Products, will be:
- available or uninterrupted;
- free from errors or omissions; and/ or
- secure or free from bugs or viruses.
9.5Subject to clause 9.1, Online Giving’s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this Agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed £1,000 (one thousand Great British Pounds).
10.INTELLECTUAL PROPERTY RIGHTS
10.1All Intellectual Property Rights in the Software and any output of the Services (including any content), but excluding the Materials and the Domain Name, arising in connection with this Agreement shall be the property of Online Giving, and Online Giving hereby grants the Charity a non-exclusive, revocable licence of such Intellectual Property Rights for the purpose of the Services for the Term.
10.2The Charity shall indemnify Online Giving against all damages, losses and expenses arising as a result of any action or claim that the Materials infringe the Intellectual Property Rights of a third party.
10.3The indemnity in clause 10.2 is subject to the conditions that:
- the indemnified party promptly notifies the indemnifier in writing of the claim;
- the indemnified party makes no admissions or settlements without the indemnifier’s prior written consent;
- the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and
- the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.
10.4The indemnity in clause 10.2 may not be invoked to the extent that the action or claim arises out of the indemnifier’s compliance with any designs, specifications or instructions of the indemnified party.
11.1Online Giving and the Charity acknowledge that for the purposes of Data Protection Legislation, the Charity is the data controller and Online Giving is the data processor when processing Personal Data in the course of Online Giving providing the Services to the Charity. For the avoidance of doubt, the Parties agree that Online Giving shall be the data controller in relation to Personal Data collected through the registration process where data subjects have consented to the use of their personal data by Online Giving in respect of services provided by Online Giving to third parties.
11.2The parties shall comply with Schedule 2.
12.1Termination by Online Giving. Online Giving may terminate the Agreement, with or without cause and without paying termination fees, Subscription Fees or amounts, at any time immediately upon written notice to the Charity. Online Giving will not refund any Subscription Fees applicable to the period after the termination date.
12.2Termination by the Charity. The Charity may terminate the Agreement at any time by submitting the termination form available in the Charity administrator account and such request must be from an authorised person from the Charity. Upon termination of the Agreement by the Charity, all outstanding Subscription Fees, or other amounts, will become due immediately and must be paid to Online Giving without undue delay. Cancellation of the automatic payment method used by the Charity to pay the Subscription Fee will not amount to termination under the Agreement.
12.3On termination of this Agreement by Online Giving under clause 12.1, all licences granted by Online Giving under this Agreement shall terminate immediately.
12.4On expiry or termination of this Agreement, Online Giving shall promptly return, or destroy, all Materials. Upon written request of the Charity, which must be served within 14 days of termination, Online Giving will provide a copy of the personal data provided by Visitors (as defined in the Schedules), only to the extent Visitors have provided their consent to such a transfer. No other data, including but not limited to, database logs or Meta data, will be provided to the Charity.
12.5On expiry or termination of this Agreement, all provisions of this Agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
13.1These Terms cannot be modified, varied, amended or supplemented in any way by the Charity. Online Giving reserves the right to modify, vary, amend or supplement these Terms at any time and from time to time. Online Giving will post the current version of these Terms on its website and each such change will be effective upon posting on the website or upon the date designated by Online Giving as the “effective date” (if any). Your continued use of the Services following any such change constitutes your agreement to be bound by and its acceptance of these Terms as so modified.
13.2Any request to change the scope of the Services shall be discussed and agreed by the parties. Online Giving will issue a new invoice with updated Services and an updated Subscription Fee.
14.1Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for one (1) month, the party not affected may terminate this Agreement by giving 14 days’ written notice to the affected party.
15.1Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.
15.2Each party may disclose the other party’s confidential information:
- to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.1Day to day communications between the Parties will be in English and will be conducted by letter, phone or email using the main contact details provided by the Charity, or by a message posted to the Online Giving website.
16.2Any notice given to Online Giving under or in connection with these Terms shall be given in writing to:
Online Giving Limited
131 Finsbury Pavement
London, EC2A 1NT
16.3Any notice to the Charity under or in connection with these Terms, shall be given in writing (including email or fax) to the main contact that you have provided to us.
16.4This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
17.1All media releases, public announcements and public disclosures by either party relating to this Agreement or its subject matter, including promotional or marketing material, shall be coordinated with the other party and approved jointly by the parties prior to release. Such approval will not be unreasonably withheld or delayed.
18.1Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
19.1This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19.2Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
20.THIRD PARTY RIGHTS
20.1A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
20.2No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
21.1No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
22.RIGHTS AND REMEDIES
22.1Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
23.1If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
23.2If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
24.1This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
25.125.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
Schedule 1 Products
The following products may be provided by Online Giving to the Charity as part of the Services, as noted in the Invoice.
26.1 The following are definitions of our terminology used in this Schedule:
- Add-On Features: additional product features available to the Charity for additional Subscription Fees.
- Donation Site: the website, and fundraising page(s), hosted by Online Giving, pursuant to the Agreement, allowing Donors to make online donations to the Charity.
- Donors: Visitors who donate to the Charity (“Donations”) using the Donation Site.
- Fundraisers: Visitors who create a fundraising page on the Donation Site.
- Visitor: a visitor to the Donation Site.
27.1 In consideration of payment of the Subscription Fees, Online Giving will provide the Donation Site and surrounding services to the Charity, which include:
- access to the Donation Site;
- hosting the Donation Site on its Server at no additional cost;
- collection of Donations on behalf of the Charity;
- if applicable, events and appeals;
- if applicable, processing and claiming Gift Aid on behalf of the Charity subject to section 12 of this Services Contract; and
- such other services as agreed by the Parties.
27.2 For a period of seven (7) days from the delivery of the Donation Site to the Charity, the Charity may make reasonable requests for alterations to the Donation Site in order to repair any bugs/errors (the “Alteration Period”). Following the Alteration Period the Donation Site will be deemed delivered to the Charity. For the avoidance of doubt, the Alteration Period will not apply to any future repairs or alterations to the Donation Site or other Services.
27.3 Add-on Features may be provided by Online Giving, in accordance with the Agreement, if noted in the Invoice. Current descriptions for certain Add-on Features may be found at http://www.charitycheckout.co.uk/fundraising.
27.4 Online Giving will only process online Donations. Any cheques or cash received will be returned to the sender. For a Donation to be directed to Charity by a Donor, the Donor must have selected the Charity as the recipient on the Donation Site.
27.5 Where Online Giving has received Donations on behalf of the Charity, it will hold the funds on their behalf until they are paid out in accordance with the terms of this Agreement. No interest will be paid on the sums that Online Giving holds and/or processes for The Charity. The Charity will not have any claim for payment against a Donor or any other person in respect of funds that they transfer to Online Giving for the Charity’s account. The Charity’s only claim in respect of such funds will be against Online Giving.
27.6 The Donation Site will remain the property of Online Giving and the Charity may not transfer the Donation Site to another service/hosting provider following termination of this Agreement.
28. CHARITY OBLIGATIONS
28.1 The Charity shall be responsible for the accuracy and completeness of the Materials on the Donation Site.
28.2 Before Online Giving will be able to provide the Donation Site, the Charity must provide all the necessary banking information requested by Online Giving as part of the registration process in order to activate electronic fund transfers and pre-authorised debits.
28.3 The Charity is responsible for:
- informing Online Giving in the event it receives Donations that the Charity should reasonably know it is not entitled to receive;
- ensuring that any Donations paid to it through the Donation Site are used by the Charity in accordance with any stated purpose or specific fundraising appeal. As Online Giving does not monitor or control the activities of the Charity, it shall be the sole responsibility of the Charity to ensure that Donations received by it are used for the stated purpose or appeal and Online Giving will not be responsible for the use or non-use of any Donations; and
- ensuring any content uploaded to the Donation Site by Fundraisers, Donors or the Charity does not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) and are in compliance with our Acceptable Use Policy (“Inappropriate Content”). Online Giving reserves the right to remove content from the Donation Site where it reasonably suspects such content is Inappropriate Content. Either party shall notify the other party promptly if it becomes aware of any allegation that any content on the Donation Site may be Inappropriate Content.
29. COLLECTION OF GIFT AID
29.1 Online Giving is an approved HMRC Gift Aid agent. If the Charity is based in the United Kingdom, it must be registered for Gift Aid with HMRC to benefit from the Services detailed in section 27.1(E) of this schedule and must:
- provide Online Giving with a complete HMRC form (e.g. ChV1); and
- provide a valid HMRC registration number allocated to the Charity.
29.2 Online Giving will:
- where appropriate, offer all Donors the option of making Donations in a way that makes them eligible to reclaim Gift Aid (subject to a Donor’s declaration of eligibility). Each Donor is responsible at all times for accurately informing and updating Online Giving as to their respective entitlement to claim Gift Aid and Online Giving is not responsible for use of inaccurate or out of date information provided by a Donor; and
- on behalf of the Charity, apply to HMRC to reclaim Gift Aid in compliance with HMRC recommended practice. Online Giving will not apply to HMRC to register the Charity for the purpose of claiming Gift Aid. If any Gift Aid claim, or sums claimed, on behalf of the Charity are subsequently challenged or not settled by HMRC, the Charity will be responsible for resolving the matter with HMRC and, where applicable, repaying any disputed sum directly to HMRC.
29.3 Online Giving will use commercially reasonable efforts to collect, protect and secure the personal details of Donors in accordance with applicable data protection laws. Where a Donor has chosen to allow us to pass their personal data onto the Charity, we will do so and the Charity agrees to only use that data strictly for the purposes and in the manner consented to by the Donor and not disclose any personal details to any third party except with the consent of the Donor. Online Giving will not be liable in any way whatsoever for any such disclosure of personal details by the Charity in breach of this section 29.3.
29.4 The Charity shall ensure that the Donation Page is set up correctly to receive Gift Aid from Donors including, but not limited to, using appropriate language to request Gift Aid, only where the Donations are eligible for Gift Aid. The Charity shall be responsible for making any changes required by Online Giving, or HM Revenue and Customers, in order to ensure the Donation Page is compliant with this section 29.4 and any applicable law, or guidance, regarding the collection of Gift Aid.
30. PROCESSING DONATIONS
30.1 The Charity authorises Online Giving to process and hold Donations received from Donors on the Charity’s behalf. Online Giving may refuse to process and hold Donations if it is not reasonably satisfied that:
- the transaction is legal and not related to fraudulent activities of any kind;
- they have been properly authorised; or
- the information it is basing a transfer on is correct.
30.2 Donations may be processed and transferred to a Charity via four methods, including:
- for acceptance of any direct credit or debit card Donations, and Direct Debit Donations (except existing regular Donations made through GoCardless), Donations made will be processed by Online Giving’s online payment gateways and transferred to you by Online Giving;
- for acceptance of any Donations made via Stripe (www.stripe.com), the registered user will need to have an account with Stripe and this account must be connected to its Charity Account;
- for continued acceptance of any existing Direct Debit Donations that were set up using GoCardless, the Charity will need to have an account with GoCardless (www.gocardless.com) and this account must be connected to its Charity Account; or
- for acceptance of any Donations via PayPal, the Charity will need to have an account with PayPal (www.paypal.com) and this account must be connected to its Charity Account.
30.3 In order to receive Donations, Online Giving may be required to create an account for the Charity with Online Giving partners, including accepting the partners’ standard terms and conditions and submitting the Charity’s details to the partner on its behalf. The Charity hereby authorises Online Giving to do so and Online Giving shall not be liable to the Charity for any damage or loss you may incur as a result.
30.4 Online Giving will transfer cleared Donations that it has received on a Charity’s behalf to the Charity in accordance with the following schedule (as may be amended from time to time):
- credit and debit card Donations will be transferred on the twentieth day of the following month, or the nearest working day thereafter;
- Direct Debit Donations will be transferred on the twentieth day of the following month, or the nearest working day thereafter, except for Direct Debit Donations made using the Charity’s own GoCardless account which will be transferred according to GoCardless’ terms and conditions;
- for Donations via PayPal, the transfer schedule will be transferred to you according to PayPal’s terms and conditions; and
- for Donations via Stripe, the transfer schedule will be transferred to you according to Stripe’s terms and conditions.
31. TRANSACTION FEES
31.1 The amount transferred to the Charity will be equal to the sums received by Online Giving on the Charity’s behalf, less the charges for processing the payments as set out in section 31.2 of this Schedule 1 (“Transaction Fee”). The Charity authorises Online Giving to deduct the Transaction Fee together with such other sums as are owed to Online Giving, in accordance section 34 of this Schedule, from the amount of any Donations that Online Giving is paying out to the Charity.
31.2 The Transaction Fee is made up of two parts, calculated as follows:
- the “Processing Fee”, calculated at just 5% of the gross Donation, which includes Gift Aid; and
- the “Payment Provider Fee”, calculated at just 1.4% + 20p of the net Donation, which does not include Gift Aid. The Processing Fee and Payment Provider Fee may vary. If Donations are processed via Stripe, PayPal or Go Cardless the Payment Provider Fee is set by the applicable payment provider.
31.3 Online Giving may provide a Donor with the option of paying an amount directly to Online Giving (a “Tip”) in addition to the Donation. The Processing Fee for a Donation will be waived where the Donor has been given the option of paying a Tip in respect of that Donation.
31.4 Online Giving reserves the right from time to time to change the Transaction Fee as well as to introduce new fees and charges. Online Giving will use commercially reasonable efforts to notify the Charity of any changes to its Transaction Fee or the introduction of new fees by email and will post its current Transaction Fee on its website. Changes to the Transaction Fee will be published on its website in advance of the effective date of the change and will become effective as of the date indicated as the “effective date” in such posting.
32. BANK DETAILS
32.1 The bank account information provided by the Charity to Online Giving will be used for executing all future transfers that Online Giving makes to the Charity, unless the Charity informs Online Giving otherwise or a transfer is rejected by the recipient bank. The Charity is responsible for ensuring that Online Giving is kept informed of the correct and up-to-date details. Any changes to the details must be provided via the Charity’s online account by an authorised representative of the Charity and within a sufficient period of time before a transfer is due to be made.
32.2 If the Charity, or any employee, director, agent or representative of the Charity, provides incorrect, out-of-date or fraudulent information, Online Giving will not be responsible if the payment is not made, is delayed or it is made incorrectly to a third party other than the Charity.
32.3 Transfers of Donations to the nominated bank account or payment processing account (e.g. PayPal) will be made by Online Giving through the Bankers Automated Clearing Services (“BACS”). As a consequence transfers from Online Giving should reach the Charity’s recipient bank between three (3) to five (5) business days following the date of the transfer as per section 30.4 of this Schedule 1.
32.4 By providing bank account information to Online Giving the Charity agrees to Online Giving collecting payments for the Charity via any website, including third party websites that may use Online Giving to collect payments for the Charity.
33.1 If after a Donation has been transferred by Online Giving to the Charity bank account, such Donation is thereafter rejected or reversed for any or no reason, including payments made in error, credit card chargebacks, refund requests, suspected or actual fraud, in whole or in part, the Charity will be liable to refund such rejected Donation amount in full to Online Giving. The Charity authorises Online Giving to deduct any such amount and any directly related out-of-pocket expenses and reasonable administrative costs incurred by Online Giving in this context from the Charity Account. If this is not possible, you are liable for reimbursing Online Giving, and such amount shall be treated as a debt.
34. LATE PAYMENT
34.1 The Charity agrees that if the Subscription Fee is unpaid for a period of one (1) month after the Due Date, then Online Giving is authorised to debit the outstanding Subscription fees from any donations received by Online Giving on behalf of the Charity.
35. CONSEQUENCES OF TERMINATION
35.1 The following shall apply post-termination:
- Online Giving may maintain the Donation Site and the supporting content and data, at its discretion, for audit or other record retention purposes;
- the Charity will have access to the Donation Site up until the date that it has paid for, unless otherwise determined by Online Giving. Thereafter, the Charity will no longer have access to the Donation Site;
- from the termination date, the Donation Site will be disabled and Donors will no longer be allowed to Donate to the Charity. The Charity must remove all links to the Website; and
- Online Giving will ensure that any Donations and Gift Aid due to the Charity up to the point of effective termination will be passed on to the Charity in accordance with the Agreement.
SCHEDULE 2 – DATA
1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
2. For the purposes of this clause “data controller”, “data subject”, “personal data”, “data processor” and “processing” shall have the meanings ascribed to them in Data Protection Legislation.
3. Online Giving processes personal data on behalf of the Charity in the way specified in Clause 11 of this Agreement and by collecting, sorting, saving, transferring, restricting and deleting in the way specified in this Agreement. In doing so, Online Giving is acting as data processor under Data Protection Legislation.
4. The following types of personal data relating to donors, fundraisers and supporters of the Charity will be processed by Online Giving during the term of this Agreement:
- registration information that may include first name, last name, address, e-mail address, phone number, postal address, social media and other fields used for end user communication and account maintenance;
- custom fields specified by the Charity through Online Giving’s dashboard.
5. The personal data is processed by Online Giving for the following purposes:
- to manage user accounts, and to respond to end user queries or comments;
- make payments to the Charity for donations, purchases or other transactions;
- store custom data and other fields within a cloud based dashboard for the Charity to search, manipulate and export;
- other purposes that the Charity and Online Giving may agree from time to time in writing.
6. Online Giving agrees that in relation to any personal data processed in connection with the performance of its obligations under this Agreement, it will observe all its obligations under the Data Protection Legislation. In particular, Online Giving will:
- process personal data only on instructions from the Charity, as such instructions are given and varied from time to time by the Charity, unless it is required by the laws of any member of the European Union or by the laws of the European Union applicable to it to process personal data;
- ensure that all personnel who have access to and/or process the personal data are obliged to keep the personal data confidential;
- implement appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, access, appropriate to the harm that might result and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
- not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled:
- the data subject has enforceable rights and effective legal remedies;
- Online Giving complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred, to include providing appropriate safeguards in relation to the transfer;
- not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled:
- promptly refer to the Charity any requests, notices or other communication from data subjects, the Information Commissioner or any other law enforcement authority;
- provide such information to the Charity as it reasonably requires, and within the timescales specified, to allow the Charity to comply with the rights of data subjects and meet any obligations imposed by Data Protection Legislation and the Information Commissioner’s Office;
- maintain complete and accurate records and information to demonstrate compliance with its obligations relating to data protection under this Agreement and allow for audits by the Charity;
- notify the Charity without undue delay on becoming aware of a personal data breach; and
- notify the Charity in advance, where possible, of any legal requirements that it is subject to which may require the disclosure of personal data.
7. On termination of this Agreement, Online Giving will return the personal data and copies thereof to the Charity.
8. The Charity authorises Online Giving to outsource or sub-contract the processing of information subject to ensuring the same data protection obligations as set out in this contract or other legal act between the Charity and Online Giving shall be imposed on that other processor by way of a contract or other legal act under Union or Member State law;
9. The clauses relating to data protection in this Agreement may be varied, but any variations must be agreed by both parties in writing, and annexed to this document.
10. In this Schedule and in Clause 11 of this Agreement, “Data Protection Legislation”: means (i) unless and until the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018.
1.1The following are definitions of our terminology used in this Schedule 1, Part A:
- Add-on Packages: additional services as described in section 29 of this Schedule 1.
- Visitor: a visitor to the Website.
- Website Specification: the basic specification as set out at section 28 of this Schedule 1.
- Website: the website at the Domain Name, to be hosted by Online Giving pursuant to the Agreement.
2.1In consideration of payment of the Subscription Fee, Online Giving will provide the Website to the Charity, which will include:
- access to the Website in line with the Website Specification;
- hosting the Website on its Server;
- providing reasonable support services via email; and
- such other services as agreed by the Parties.
2.2Add-on Packages may be provided by Online Giving if noted in the Invoice.
2.3For a period of seven (7) days from the delivery of the Website to the Charity, the Charity may make reasonable requests for alterations to the Website in order to repair any bugs/errors (the “Alteration Period”). Following the Alteration Period the Website will be deemed delivered to the Charity. For the avoidance of doubt, the Alteration Period will not apply to any future repairs or alterations to the Website or other Services.
2.4The Domain Name is the property of the Charity and will remain so following the termination of this Agreement. For the avoidance of doubt, the Website, and the Software, will remain the property of Online Giving and the Charity may not transfer the Website to another service/hosting provider following termination.
2.5If the Charity makes repeated requests for additional services, such as telephone Support, Online Giving will give the Charity written notice that it intends to apply an Add-on Package from the date of that notice. Such notice will enclose an updated invoice setting out the Subscription Fee which will apply. Acceptance of the notice and updated invoice shall be deemed to have taken place unless the Charity notifies Online Giving otherwise within seven (7) days of delivery.
3.1The Website provided by Online Giving will use a standard template developed by Online Giving for the charity sector, with minor customisation for the Charity. The Website will meet the following specification:
- the Website will be in line with the standard template containing three pages including:
- the home page;
- the “about us” page; and
- the “contact us” page;
- the Charity may add an unlimited number of additional pages from within the Website admin area. Online Giving offers Optional Services which include content implementation; and
- the Website:
- will not contain any third party advertisements;
- will have 500 Mb storage;
- will include one (1) Stock image;
- will allow Visitors to search the Website; and
- will allow Visitors to sign-up for the Charity E-newsletter.
4.1Where the Charity has elected to receive the Add-on Packages and in consideration of payment of additional Subscription Fees, Online Giving will provide the following:
- Where the Charity has elected to receive the Member Package and in consideration of payment of additional Charges, Online Giving will provide a members’ area, forum and event calendar which include:
- Members’ area – a secure zone of the Website that is password protected, allowing the Charity to share information directly with members;
- Event calendar – allows the Charity to publicise events with supporters and easily share them on the Website and social media accounts;
- Forum – a professional online community that allows the Charity to build up engagement with supporters;
- Recaptcha – protects the Website from SPAM comments by asking supporters to quickly tick a box when completing forms and when writing a comment; and
- Forum Moderation – automatically prevents malicious comments being added to the comments and forum, making it easier and less time consuming to moderate supporters’ engagement.
- Where the Charity has elected to receive the SEO Package and in consideration of payment of additional Subscription Fees, Online Giving will provide a premium SEO tool, Google analytics reports and dashboard which include:
- SEO tool – a complete SEO service that will ensure that the Website is fully optimised for search engines, making it easier for supporters to find the Charity;
- Google Analytics reports – a weekly report about Visitors to the Website, their location and what they searched for to find the Website;
- Google Analytics dashboard in site – enables the Charity to quickly see Visitor tracking information directly in a dashboard, making it easier to understand more about Visitors; and
- Google XML sitemap – a sitemap that clearly displays to Google what is on the Website, making it easier to search for the Website and improving Website ranking.
- Where the Charity has elected to receive the Social Package and in consideration of payment of additional Subscription Fees, Online Giving will provide a blog, connected social media and social sharing which includes:
- Blog – enables the Charity to provide updates to supporters in an easy to use blog;
- Social Stream – displays posts from all of the Charity’s social media accounts in one grid on the Website;
- Auto-post to social sites – automatically posts to all Charity social media accounts when the Charity writes a new blog post, saving time posting to each one individually; and
- Social share buttons – allows Visitors to share latest news to their social media accounts using share buttons placed beneath Website content.
- Where the Charity has elected to receive the Marketing Package and in consideration of payment of additional Subscription Fees, Online Giving will provide Mailchimp connection, web forms and live chat which include:
- Mailchimp connection – integration of the Charity Mailchimp account with the Website, allowing the Charity to quickly subscribe Visitors to the Charity’s email list;
- Forms – completely customisable forms that allow the Charity to ask Visitors information that is relevant to the Charity; and
- Live chat – allows the Charity to communicate with supporters directly on the Website.
- Where the Charity has elected to receive the Support Package and in consideration of payment of additional Subscription Fees including a six month minimum contract, Online Giving will provide a reasonable amount of telephone support, training, content implementation and email set-up which include:
- Content implementation – The Charity will provide Online Giving with Materials for an additional fifteen (15) pages on the Website which will be created by Online Giving. These Materials must be provided by the Charity within 14 days of registering for the Support Package. If the Charity would like to add more than fifteen (15) pages to the Website, the Charity must provide Online Giving with the relevant content and Online Giving will provide a quote for the additional pages. Section 27.3 of this Schedule 1 (Alteration Period) will apply to these additional pages;
- Telephone support – a reasonable amount of telephone assistance, at the discretion of Online Giving, to help guide the Charity through any Website changes;
- Training – Online Giving will provide the Charity one (1) hour of one to one or group training on how to use the Website’s features, such as, making changes and adding content; and
- Alterations – Online Giving will make content alterations on up to two (2) pages per calendar month.
5.1The Charity shall be responsible for the accuracy and completeness of the Materials on the Website in accordance with section 31 of this Schedule 1.
5.2The Charity must maintain the confidentiality of the Charity’s Website login and password. The Charity is responsible for all use of the Website under the Charity’s login and password whether or not authorised by the Charity. The Charity must notify Online Giving immediately of any unauthorised use of the Charity’s login or password.
6.1Online Giving may update the Website with Materials provided from time to time by the Charity. The Charity shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) and are compliant with our Acceptable Use Policy (“Inappropriate Content”).
6.2Online Giving shall grant the Charity access to the Server in order to update information held on the Website.
6.3Online Giving acknowledges that the Charity has no control over any content placed on the Website by Visitors and does not purport to monitor the content of the Website. Online Giving reserves the right to remove content from the Website where it reasonably suspects such content is Inappropriate Content. Either party shall notify the other party promptly if it becomes aware of any allegation that any content on the Website may be Inappropriate Content.
6.4The Charity shall indemnify Online Giving against all damages, losses and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content.
6.5Online Giving may include the statement “Designed by Charity Checkout” on the home page of the Website.
7.1Following termination of the Agreement, at its discretion, Online Giving may maintain the Website and the supporting content and data, for audit or other record retention purposes.
1.1The following are definitions of our terminology used in this Schedule 1, Part C:
- Adverts: the adverts, to be created and managed by Online Giving in line with the Advert Specification and published on Google pursuant to the Agreement.
- Advert Specification: the specification set out in section 47 of this Schedule 1.
- Grant: $10,000 per month of free digital advertising on Google.
2.1In consideration of payment of the AdGrants Subscription Fee, in accordance with section 45 of this Schedule 1, Online Giving will provide its AdGrants Product to the Charity, which includes:
- applying for the Grant for the Charity;
- managing the advertising campaign and creating the Adverts in order to retain the Grant;
- providing reasonable support services via email; and
- such other services as agreed by the Parties.
2.2Online Giving makes no guarantee that the Charity will be accepted for a Grant, regardless of eligibility.
3.ADGRANTS SUBSCRIPTION FEE
3.1The AdGrants Subscription Fee is to be agreed between Online Giving and the Charity prior to Online Giving applying for the Grant, and will vary depending on the annual revenue of the Charity. The Charity agrees to pay this fee in advance either monthly or annually on a designated day as agreed on an ongoing basis with automatic renewal.
3.2The initial payment of the AdGrants Subscription Fee will not be taken by Online Giving until the application for the Grant is successful. The Charity will not be charged the whole, or any part of, the AdGrants Subscription Fee if the application is unsuccessful.
3.3If the application is successful, the initial payment of the AdGrants Subscription Fee (the “Initial Payment”), whether calculated monthly or annually, will be payable by the Charity whether or not the Agreement is terminated by the Charity in accordance with clause 12 (Termination). Either party may give notice to terminate the Agreement in accordance with clause 12 (Termination) at any time following the Initial Payment. In the case of any AdGrants Subscription Fee due or paid in advance, there shall be no refund.
4.TERMS OF THE GRANT
4.1Certain categories of charities are not eligible for the Grant. These include:
- governmental entities and organizations;
- hospitals and medical groups; and
- education institutions including schools, childcare centers, academic institutions and universities. However, philanthropic arms of educational institutions are eligible.
4.2There are circumstances where the Grant cannot be used. These include:
- strictly commercial advertising is prohibited. If the Charity is promoting products or services, 100% of the proceeds must go directly to supporting the program;
- adverts must not link to websites that are primarily composed of links to other websites;
- adverts may not offer financial products (such as mortgages or credit cards), nor can adverts request donations of cars, boats, or other property; and
- websites linked to by the adverts cannot display Google AdSense ads or affiliate advertising links.
4.3The Charity may be eligible for a higher grant of $40,000 per month (a “Premium Grant”). If the Charity receives the Premium Grant, Online Giving will charge an additional £200 per month + VAT to provide the AdGrants Product.
4.4Online Giving makes no guarantee that the Grant, or Premium Grant, will not be withdrawn, cancelled or suspended and shall not be liable for any such loss of the Grant, or Premium Grant, however caused.
5.1The Adverts will meet the following specification:
- the Adverts will be relevant keyword targeted text adverts displayed only on Google;
- the Adverts will be subject to a maximum bid of $2 per click;
- the maximum budget will be $10,000 per month and Online Giving makes no guarantee that this maximum budget will be spent;
- the Adverts will link only to the website domain approved in the application for the Grant; and
- the Adverts will appear in positions below the ads of paying Google customers.
6.1The Charity must provide content for the Adverts within seven (7) days of the Effective Date.
6.2The Charity shall be responsible for the accuracy and completeness of the information in the Adverts.
7.1Online Giving may update the Adverts with Materials provided from time to time by the Charity. The Charity shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) and are compliance with our Acceptable Use Policy (“Inappropriate Content”).
7.2Online Giving reserves the right to remove content from the Adverts where it reasonably suspects such content is Inappropriate Content.
7.3Adverts must be in line with the Google policies and requirements. Online Giving is not responsible if Google rejects the Adverts.
7.4The Charity shall indemnify Online Giving against all damages, losses and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content.
8.CONSEQUENCES OF TERMINATION
8.1Following termination of the Agreement, unless otherwise requested in writing by the Charity and at the discretion of Online Giving, Online Giving may delete the advertising campaign and content.