Website Terms and Conditions
2. INFORMATION ABOUT US
2.1 Online Giving Ltd, a private limited company registered in England and Wales under company number 06886190 and have our registered office at Business & Technology Centre, Bessemer Drive, Stevenage, Herts, SG1 2DX, UK (“OG or “We”), operates and maintains the online donations services website www.charitycheckout.co.uk and other associated services.
2.2 OG 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.
3. PROCESSING OF ONLINE DONATIONS
3.1 When you donate via www.charitycheckout.co.uk we 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.
3.2 In certain circumstances your selected charity may use third party processors to collect and process your donations and 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.
3.4 OG 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.
3.5 OG 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). OG holds the charity’s donations in a designated 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. OUR FEE
OG 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, but in the case of any fees due or paid in advance, there shall be no refund.
5.1 Once 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. 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.
5.2 If you make a donation through our site and your donation is 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.
5.3 When you request a refund for a donation made through a third party processor, we contact the third party processor on your behalf to request your refund for you. We are however not responsible for reimbursing your refund. We would advise you to contact the relevant processor directly in the event you have any concerns regarding the processing of refunds after we communicate your request for you.
6. UNAUTHORISED CARD USE
When 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
8.1 We 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.
8.2 We do not guarantee that our site, or any content on it, will be free from errors or omissions.
9. ACCESSING OUR SITE
9.1 Access 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.
9.2 When 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
The 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
14.2 To 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.
14.3 We 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:
(a) use of, or inability to use, our site; or
(b) 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:
(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss of business opportunity, goodwill or reputation; or
(e) any indirect or consequential loss or damage.
14.4 If 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.
14.5 We 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.
14.6 We 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.
15. UPLOADING MATERIAL TO OUR SITE
15.1 Whenever 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.
15.2 Any 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.
16.1 We 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.
16.2 You 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
You 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, Business & Technology Centre, Bessemer Drive, Stevenage, Herts, SG1 2DX, UK.
18. THIRD PARTY LINKS AND RESOURCES IN OUR SITE
Where 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. TRADE MARKS
The Charity Checkout trade mark is a registered trade mark of OG.
20. GIFT AID INFORMATION
20.1 When 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.
20.2 www.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. YOUR CONCERNS
If you have any concerns about material which appears on our site, please contact Online Giving Ltd, Business & Technology Centre, Bessemer Drive, Stevenage, Herts, SG1 2DX, UK.
Thank you for visiting our site.
ACCEPTABLE USE POLICY
1.1 This 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.
1.2 www.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 Business & Technology Centre, Bessemer Drive, Stevenage, Herts, SG1 2DX, UK.
2. PROHIBITED USES
2.1 You may use our site only for lawful purposes. You may not use our site:
(a) In any way that breaches any applicable local, national or international law or regulation.
(b) In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
(c) For the purpose of harming or attempting to harm minors in any way.
(d) To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards.
(e) To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
(f) 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.
2.2 You also agree:
(a) 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.
(b) Not to reproduce, duplicate, copy or resell any part of our site in contravention of the provisions of our terms of website use.
(c) Not to access without authority, interfere with, damage or disrupt:
(i) any part of our site;
(ii) any equipment or network on which our site is stored;
(iii) any software used in the provision of our site; or
(iv) any equipment or network or software owned or used by any third party.
3. SUSPENSION AND TERMINATION
(a) Immediate, temporary or permanent withdrawal of your right to use our site.
(b) Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.
(c) Issue of a warning to you.
(d) 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.
(e) Further legal action against you.
(f) Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
3.2 We 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
4.1 We 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.
CHARITY TERMS & CONDITIONS
1.1 Online Giving Ltd, a private limited company registered in England and Wales under company number 06886190, with its registered office at Business & Technology Centre, Bessemer Drive, Stevenage, Herts, SG1 2DX, United Kingdom (“OG”, “us” or “we”), operates online donation service websites (“Website”), which provides various services (“Services”), including the collection, processing and transfer of donations, membership or event fees to charities (altogether referred to as “Donations”).
2.1 Charities or other eligible organisations in Australia, Canada, Ireland, United Kingdom and United States of America are eligible to register as a Registered User and benefit from the Services provided by OG via the Website. For Charities based in the United Kingdom, you must be registered for Gift Aid with Her Majesty’s Revenue & Customs (“HMRC”) to benefit from the Services we provide in relation to Gift Aid. OG is an approved HMRC Gift Aid agent.
2.2 Your registration to the Website and your Charity Account (as defined in clause 2.6) may be cancelled if the registration fee (if applicable) is rejected for any reason whatsoever.
2.3 Once you have successfully completed registration, you will be deemed to be a “Registered User”, and your registration shall continue for an indefinite period, subject to termination in accordance with clause 10. Furthermore, once registration is complete, OG will consider this as authorised by the Charity unless there is evidence indicating fraud.
2.4 By becoming a Registered User, you authorise OG to:
(a) collect Donations on your behalf; and
(b) if you elect, reclaim Gift Aid on your behalf in accordance with clause 3. Note that you must provide OG with a complete HMRC form (e.g. ChV1) beforehand. Also, OG is unable to reclaim Gift Aid on your behalf without a valid HMRC registration number allocated to the Charity. Furthermore, you can reclaim Gift Aid without OG’s assistance.
2.5 OG reserves the right to decline any registration without further explanation. OG will undertake such checks as are necessary to verify the identity of the Charity, as appropriate.
2.6 You acknowledge that OG will not be able to transfer payments of Donations to the Registered User made by individual users of the Website (“Donors”) until:
(a) you have completed the registration process, have been accepted by OG as a Registered User and have an account accessible via the Website (“Charity Account”) as well as a publicly visible account (“Charity Profile”);
(b) you have provided all the necessary banking information requested by us as part of the registration process in order to activate electronic fund transfers and pre-authorised debits; and
(c) OG’s systems have been updated to show the Charity is a Registered User and the Website has been set up to process payment transactions for you as a Registered User.
2.7 OG will charge a subscription fee to Registered Users for access to the Website and Services. The Registered User agrees to pay this subscription fee in advance, either monthly or annually on an ongoing basis, with automatic renewal. The Registered User agrees that if any subscription fees are unpaid for a period of one (1) month after a due date, then OG is authorised to debit the outstanding fee from any Donations received by OG on behalf of the Registered User.
3. OG OBLIGATIONS
3.1 OG will operate the Website and provide the Services so that Donors can make online Donations on the Website. OG will only process online Donations. Any cheques or cash received will be returned to the sender. For a Donation to be directed to you by a Donor, the Donor must have selected you as the recipient on the Website. The obligations related to the receipt of Donations by OG on your behalf are set out in clause 6.
3.2 Where OG has received Donations on your behalf, it will hold the funds on the Registered User’s behalf until they are paid out in accordance with these Terms of Service. You will not earn or be paid interest on the sums that OG holds and/or processes for you. The Registered User will not have any claim for payment against a Donor or any other person in respect of funds that they transfer to OG for the Registered User’s account. The Registered User’s only claim in respect of such funds will be against OG.
3.3 OG will:
(a) 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 OG as to their respective entitlement to claim Gift Aid and OG is not responsible for use of inaccurate or out of date information provided by a Donor; and
(b) on your behalf, apply to HMRC to reclaim Gift Aid in compliance with HMRC recommended practice. Note that OG will not apply to HMRC to register you for the purpose of claiming Gift Aid. If any Gift Aid claim, or sums claimed, on behalf of the Charity is subsequently challenged or not settled by HMRC, then you will be responsible for resolving the matter with HMRC and, where applicable, repaying any disputed sum directly to HMRC.
3.4 OG 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 you, we will do so and you agree 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. OG will not be liable in any way whatsoever for any such disclosure of personal details by the Charity in breach of this clause 3.4.
3.5 Notwithstanding anything to the contrary in these Terms of Service, OG reserves the right to introduce new services and update or withdraw any of the Services, in its sole discretion, and will not be liable to the Charity for exercising this discretion.
3.6 OG does not take responsibility for any Donor generated content or information displayed on the Website. Except for as set out in these Terms of Service, OG shall not be liable to the Charity as a result of its role as the operator of the Website or as an intermediary between the Charity and Donors.
4. CHARITY’S OBLIGATIONS
4.1 The Registered User is responsible for:
(a) informing OG in the event it receives Donations that the Registered User should reasonably know that it is not entitled to receive;
(b) ensuring that any Donations paid to it through the Website are used by the Charity in accordance with any stated purpose or specific fundraising appeal. As OG does not monitor or control the activities of the Registered User, it shall be the sole responsibility of the Registered User to ensure that Donations received by it are used for the stated purpose or appeal and OG will not be responsible for the use or non-use of any Donations;
(c) ensuring that the content it has posted for display within the Website, including any links to other websites and the content of linked websites, will not violate any law or regulation or be defamatory, obscene or breach any intellectual property rights of a third party or breach any right of, or duty owed to, a third party;
(d) ensuring that all of the details provided in connection with its Charity Account and all of the content generated on the Website by or on behalf of the Registered User is kept accurate and up-to-date;
(e) complying with all relevant data protection legislation and guidelines; and
(f) maintaining the confidentiality of the Registered User’s Website login and password. You are responsible for all use of the Website under the Charity’s login and password whether or not authorised by the Registered User. You will notify OG immediately of any unauthorised use of the Registered User’s login or password.
5. OWNERSHIP AND LICENCING OF INTELLECTUAL PROPERTY RIGHTS
5.1 Except for the rights expressly granted under these Terms of Service:
(a) OG retains all right, title and interest in and to the Website and the Services, including, without limitation, all intellectual property rights therein (“OG Property”); and
(b) the Charity retains all rights, title and interest in and to any information, materials or other content that the Charity provides in connection with its registration and these Terms of Service, including all intellectual property rights therein.
5.2 The Charity hereby grants to OG a non-exclusive, royalty-free, perpetual, worldwide licence to use its trademarks and all other materials (including associated intellectual property rights) (together “Materials”) provided to OG by the Charity in connection with the Services and OG’s operations and other connected commercial or charitable activities.
5.4 The Charity shall indemnify OG in respect of all losses, damages and expenses (including reasonable legal fees) suffered by OG as a result of its use or possession of the Materials provided to it by the Charity that infringe any intellectual property rights.
6. PAYMENTS TO THE CHARITY
6.1 Processing of Donations: The Registered User authorises OG to process and hold Donations received from Donors on the Registered User’s behalf. OG may refuse to process and hold Donations if it is not reasonably satisfied that:
(a) the transaction is legal and not related to fraudulent activities of any kind;
(b) they have been properly authorised; or
(c) the information we are basing a transfer on is correct.
6.2 Processing Methods: Donations may be processed and transferred to a Registered User via four methods, as follows:
(a) for acceptance of any direct credit or debit card Donations, Donations made will be processed by OG’s online payment gateway and transferred to you by OG;
(b) for acceptance of any Donations made via Stripe (www.stripe.com), the registered user will need to have an accountwith Stripe and this account must be connected to its Charity Account;
(c) for acceptance of any direct debit Donations, the Registered User will need to have an account with GoCardless (www.gocardless.com) and this account must be connected to its Charity Account; or
(d) for acceptance of any Donations via PayPal, the Registered User will need to have an account with PayPal (www.paypal.com) and this account must be connected to its Charity Account.
6.3 In order to receive Donations, OG may be required to create an account for you with OG partners, including accepting the partner’s standard terms and conditions and submitting your details to the partner on your behalf. You hereby authorise OG to do so and OG shall not be liable to you for any damage or loss you may incur as a result.
6.4 Payment Schedule: OG will transfer cleared Donations that it has received on a Registered User’s behalf to the Registered User in accordance with the following schedule (as may be amended from time to time):
(a) credit and debit card Donations will be transferred on the twentieth day of the following month, or the nearest working day thereafter;
(b) direct debit Donations will be transferred according to GoCardless’ terms and conditions; and
(c) for Donations via PayPal, the transfer schedule will be transferred to you according to PayPal’s terms and conditions.
6.5 Transaction Fees: The amount transferred to the Registered User will be equal to the sums that we have received on the Registered User’s behalf, less any charges for processing the payments (“Transaction Fee”) as notified to you on the Website or in any other way. You authorise OG to deduct the Transaction Fee together with such other sums as you owe to OG, from the amount of any Donations that OG is paying out to you.
6.6 Changes to Transaction Fee: OG reserves the right from time to time to change the Transaction Fee as well as to introduce new fees and charges. OG will use commercially reasonable efforts to notify you of any changes to its Transaction Fee or the introduction of new fees by email and will post its current Transaction Fee on the Website. Changes to the Transaction Fee will be published on the 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.
6.7 Bank Details: The bank account information you provide OG as part of the registration process will be used for executing all future transfers that OG makes to you, unless you inform OG otherwise or a transfer is rejected by the recipient bank. You are responsible for ensuring that OG is kept informed of the correct and up-to-date details. Any changes to the details must be provided in writing by an authorised representative of the Registered User and within a sufficient period of time before a transfer is due to be made. If you provide us with (or let us continue to use) incorrect or out-of-date information, we will not be responsible if the payment is not made, it is delayed or it is made incorrectly.
6.8 Transfers of Donations to your nominated bank account or payment processing account (e.g. PayPal) will be made by us through the Bankers Automated Clearing Services (“BACS”). This means that the transfer from OG should reach the Registered User’s recipient bank between three (3) to five (5) business days following the date of the transfer (as per clause 6.2).
6.9 Refunds: If after a Donation has been transferred by OG to your 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, you will be liable to refund such rejected Donation amount in full to OG. You hereby authorise OG to deduct any such amount and any directly related out-of-pocket expenses and reasonable administrative costs incurred by OG in this context from your Charity Account. If this is not possible, you are liable for reimbursing OG, and such amount shall be treated as a debt.
7. CHARITY WARRANTIES
7.1 The Charity represents, warrants and covenants that:
(a) it shall 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;
(b) it has full power and authority to enter into these Terms of Service and the execution and performance of its obligations under these Terms of Service does not conflict with:
(i) any laws, rules, regulations or governmental guidelines to which the Charity is subject; or
(ii) any other agreements to which the Charity is a party or to which the Charity is otherwise bound;
(c) the Charity owns or has the authority to grant the rights and licences granted to OG by the Charity under these Terms of Service;
(d) any content contained in the Charity Profile does not violate the rights of any third party including, without limitation, any patents, trademarks, copyrights, trade secrets, trade names and other intellectual property rights whether registered or not; and
(e) any content contained in the Charity Profile complies with all applicable laws, statutes and regulations including, without limitation, all slander, defamation, libel, obscenity and privacy laws.
8. WARRANTY DISCLAIMER, INDEMNITY AND LIMITATION OF LIABILITY
8.1 Nothing in these Terms of Service shall limit or exclude a party’s liability:
(a) for fraud, including fraudulent misrepresentation, perpetrated by that party;
(b) for death or personal injury caused by the negligence of that party; or
(c) for any other liability that cannot be limited or excluded under applicable law.
8.2 Subject to clause 8.1, the Charity acknowledges and agrees that in no event will OG, its affiliates, directors, officers, agents, employees, suppliers, subcontractors or licensors be liable, whether based on an action or claim in contract, tort, negligence, breach of statutory duty or otherwise arising out of or in relation to these Terms of Service for loss of profits, loss of data or information, business interruption or other pecuniary loss or for any special, indirect, incidental, or consequential damages, even if OG, its affiliates, directors, officers, agents, employees, licensors, subcontractors or suppliers have been advised of the possibility of such damages.
8.3 Subject to clause 8.1, if clause 8.2 is held to be unenforceable or inapplicable for any reason, then the total liability of OG, its affiliates, directors, officers, agents, employees, suppliers, subcontractors or licensors to the Charity, whether based on an action or claim in contract, negligence or breach of statutory duty or otherwise, arising out of or in relation to these Terms of Service shall be limited to £1,000.
8.4 Subject to clause 8.1, the Services and the Website are provided to the Charity on an “as is” basis without representations, warranties or conditions of any kind. As between the parties, the Charity assumes responsibility for determining the suitability of the Services or the Website, for the use of the Services or Website and for the results obtained. OG 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 Website are secure, or error free or will operate without interruption or will be provided in a timely or proper manner or at all.
9. CHARITY INDEMNITY
9.1 The Charity will indemnify and hold OG, its affiliates, directors, officers, agents, employees, suppliers, subcontractors and licensors harmless from and against any losses, damages and expenses (including legal fees) (“claims”) arising out of or relating to:
(a) any claims or demands made by a Donor or any third party due to or arising out of the Charity’s use of the Services or the Website, unless such claim is directly and solely caused by the gross negligence or the intentional or wilful misconduct of OG, its affiliates, directors, officers, agents, employees, subcontractors or licensors;
(b) the Charity’s violation of any of provisions of these Terms of Service, including, without limitation, any of the Charity’s representations and warranties;
(c) the Charity’s violation of any applicable laws, including, without limitation, data protection or anti-spam laws; or
(d) the Charity Profile, including, without limitation, that the content or trademarks infringe the intellectual property rights of any third party or that the content of the Charity Profile is slanderous, defamatory, obscene or violates any other rights (including privacy rights) of any third party.
10.1 The term of this Agreement will begin on the date your registration is notified to you as being effective (“Effective Date”) and will continue until your registration is terminated in accordance with these Terms of Service (the “Term”).
10.2 Termination by OG: OG may terminate your registration, with or without cause and without paying any termination fees, charges or other amounts, at any time immediately upon written notice to the Charity. OG will not refund any registration, subscription or similar fees applicable to the period after the termination date.
10.3 Termination by the Charity: You may terminate your registration at any time by providing notice to OG that you wish to deactivate your registration. You must provide notice by submitting the termination form available in your online charity administrator account and that request must be from an authorised person from the Registered User.
10.4 Post-Termination Consequences: The following shall apply post-termination:
(a) unless otherwise requested in writing by the Charity, or at the discretion of OG, OG may maintain the Charity Account and Charity Profile on the Website following the termination of the Charity’s registration, including for OG’s audit or other record retention purposes;
(b) the Charity will have access to the Charity Account up until the date that it has paid for, unless otherwise determined by OG. Thereafter, the Charity will no longer have access to the Website;
(c) from the termination date, the donation function on the Website 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
(d) OG will ensure that any Donations and Gift Aid due to you up to the point of effective termination will be passed on to you in accordance with these Terms of Service.
11. CONFIDENTIAL INFORMATION
11.1 For the purposes of these Terms of Service, “Confidential Information” means, with respect to either party, the non-public, confidential, secret or proprietary material and information of such party that has been or may be, directly or indirectly, disclosed to, or come into the possession or knowledge of, the other party, whether in verbal, written, graphic, electronic or other form, in connection with or as a result of entering into these Terms of Service.
11.2 Each party will maintain the confidentiality of all Confidential Information of the other party and will not release, disclose, use, make available or copy any such Confidential Information without the prior written consent of the disclosing party except as necessary to carry out its obligations under these Terms of Service. Each party may disclose the other party’s Confidential Information to its employees, agents or subcontractors on a need-to-know basis only and subject to entering into a non-disclosure agreement. Each party will not use in any way, for its own account or for the account of any third party, except as expressly permitted by, or required to achieve the purposes of these Terms of Service, or disclose to any third party (except to that party’s legal advisor, accountants or other advisors as reasonably necessary), any of the other party’s Confidential Information, and will take reasonable precautions to protect the confidentiality of such Confidential Information, at least as stringent as it takes to protect its own Confidential Information. Excluded from this obligation of confidentiality is Confidential Information which:
(a) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party;
(b) becomes known to the receiving party directly or indirectly from a third party source not having an obligation of confidentiality to the disclosing party;
(c) becomes publicly known or otherwise ceases to be secret, proprietary or confidential, except through a breach of these Terms of Service by the receiving party;
(d) is independently developed by the receiving party; or
(e) is required to be disclosed by a government authority or by law, provided that the receiving party gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party to contest such disclosure.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1 These Terms of Service and any non-contractual obligations arising in connection with them are governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.
13. THIRD PARTY RIGHTS
13.1 A person who is not a party to these Terms of Service has no right to enforce any term of these Terms of Service.
14. RELATIONSHIP OF THE PARTIES
14.1 Nothing contained in these Terms of Service will be deemed or construed by the parties or any third party to create the relationship of partnership or joint venture between the parties, it being understood that the parties will at all times remain independent parties contracting for Services.
15. FURTHER ASSURANCES
15.1 The parties will do and execute or arrange for the doing and executing of each necessary act, document and thing reasonably within its power to implement and give effect to these Terms of Service to its full extent, including, without limitation, assisting each other in complying with applicable law.
16.1 These Terms of Service will be binding upon and enure to the benefit of the parties and their respective successors and permitted assigns. The Charity will not assign or transfer these Terms of Service or any of its rights or obligations under these Terms of Service, whether directly or indirectly, without first obtaining the prior written consent of OG, such consent not to be unreasonably withheld.
17. ENTIRE AGREEMENT
17.1 These Terms of Service and the documents referred to or incorporated herein by reference contain the entire agreement between OG and the Charity with respect to the subject matter and supersede all prior agreements, negotiations and representations, written or oral, relating to its subject matter. Except as provided in these Terms of Service and the documents referred to or incorporated into these Terms of Service by reference, there are no conditions, representations, warranties, undertakings or agreements between the parties whether direct, indirect, collateral, express or implied.
18.1 These Terms of Service cannot be modified, varied, amended or supplemented in any way by the Charity. OG reserves the right to modify, vary, amend or supplement these Terms of Service at any time and from time to time. OG will post the current version of these Terms of Service on the Website and each such change will be effective upon posting on the Website or upon the date designated by OG 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 of Service as so modified.
19.1 If any provision of these Terms of Service is determined by any court of competent jurisdiction to be invalid, illegal or unenforceable, that provision will be severed from these Terms of Service and the remaining provisions will continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either of the parties.
20. FORCE MAJEURE
20.1 Neither party will be liable for any loss or damage or for any delay or failure in performance due to acts beyond the control of such party whether or not such acts could reasonably be anticipated (including acts of God, legislative, judicial or regulatory acts of any provincial or the federal government, court or regulatory authority, acts of any of our subcontractors or any third party providers of goods or services to us, labour disruptions, blackouts, embargoes).
21. NO WAIVER
21.1 Any waiver by OG of any of the provisions of these Terms of Service will not constitute a waiver of any other provision (whether similar or not), nor will any such waiver constitute a continuing waiver of that particular provision, unless expressly provided by OG in writing.
22.1 These Terms of Service are issued and concluded in English. Communications between us will be in English and will be conducted by letter, phone or email using the most recent details that you have provided to us, or by a message posted to your Charity Account.
22.2 If you wish to contact OG, please write to the below address:
Online Giving Limited
Business & Technology Centre
Stevenage, Herts, SG1 2DX
23.1 The provisions of clauses 5, 6, 7, 8, 9, 10, 11 and 12 and all other provisions which either expressly or by their nature survive, will survive termination or expiration of these Terms of Service.