Please find here the general terms and conditions for Givergy’s award winning services. Please note that in accordance with Givergy’s values, our terms and conditions are drafted to be as fair as possible to our Charity partners, while protecting our business where necessary.
1.1 These terms and conditions ("Terms") set out the agreement on which Givergy Inc ("Givergy") has agreed to provide the Services as contractor to you (“the Client”) and the Client has agreed to proceed on this basis and accordingly pay the fees due. Givergy Inc is a New Jersey corporation with a place of business at 530 Seventh Avenue, Floor M1, New York, NY, 10018 and is a wholly owned subsidiary of Givergy Ltd, a UK company with a place of business at The Studios, Rosedale Road, London, TW9 2SX.
1.2 The following definitions apply in these Terms:
This agreement and these Terms start at the time the Client agrees and they terminate after the number of years specified in the agreed Givergy package (the Agreement Term).
In the absence of termination, this agreement automatically renews at the end of each term for same number of years as the Agreement Term and for the same fees, subject to any reasonable price increases and any agreed amendments and save that each party shall be entitled to terminate this agreement at at any time by giving the other party at least 30 days written notice of its desire to do so. Such notice can be sent to email@example.com sat any time.
Notwithstanding Givergy’s right of termination, Givergy shall not be entitled to terminate these Terms within the period of 90 days prior to a Client’s Event.
3.1 The Client hereby appoints Givergy as its contractor to provide the Services, subject to these Terms and agrees to pay the appropriate fees.
3.2 Givergy uses certain websites in connection with the Services and the Client agrees to comply with the reasonable provisions, procedures and governance of these websites.
4.1 The Client agrees to pay an annual fee on the date of agreement and every 12 months thereafter as stated in the Client’s quotation together with any applicable taxes and with any additional fees such as the Payment Processing Fee and the Ticketing Fee or otherwise as required throughout the Agreement Term; any applicable fees that are due shall be paid to Givergy online through the Stripe system or on receipt of invoice.
Givergy shall ensure that all Services are provided
5.1 Using all reasonable care and skill and
5.2 In accordance with the service levels set out at Schedule 1
5.3 In accordance with all applicable laws and regulatory requirements; and
5.4 Givergy shall make available on request and at all reasonable times any books, documents, or other records relating to the Services.
5.5 When a Campaign Success Manager (CSM) is included in services provided to the Client, the CSM will liaise with one point of contact per event to represent the Client. Givergy will provide accurate and detailed information to allow this person to relay to other stakeholders as needed
5.6 Except as expressly set forth in these terms, services are provided ‘as is’ and ‘where is’ and are provided without any warranties or representations of any form, including, any warranties or representations of merchantability or of fitness for a particular purpose.
6.1 Neither party shall be liable to the other for any consequential loss or damage, economic loss (including without limitation loss of revenues, profits, anticipated savings), loss of contracts, business and loss of goodwill or reputation arising out of the provision of the Services save as provided in 6.3 below.
6.2 As Event organiser, promoter of the Event, operator of the Event, fundraiser and data controller, the Client shall be solely liable for any breach of any laws or otherwise that result in any action against the Client, Givergy or both parties in relation to the Event except where the loss is a direct result of Givergy’s negligence. The Client is solely responsible for the Event and for its terms and conditions. Givergy is not a party to any contract for sale and purchase made using its Services.
6.3 Client represents that it is in compliance with all laws, regulations and rules required to conduct the Event and shall indemnify and hold harmless Givergy from any actions, proceedings, claims, costs expenses, penalties, deficiencies and liabilities (including legal fees) or any other loss of any nature whatsoever arising out of or relating to Client’s non-compliance with any applicable laws, regulations or rules. Without limiting the generality of the foregoing, Client shall be solely responsible and Givergy shall not be responsible for compliance with any laws, regulations and rules pertaining to auctions or prize draws and Client shall be solely responsible and Givergy shall not be responsible for compliance with any laws, regulations and rules pertaining to charitable/not for profit activities including fundraising.
6.4 To the extent that either Party may exclude or limit liability, each Party’s entire aggregate liability in respect of any loss or damage suffered by them and arising out of or in connection with the Services shall not exceed the amount the Client has actually paid for the Services except for either party’s in relation to death or injury of a third party which shall be unlimited.
6.5 Givergy shall not be liable for any acts or omission of the Client or any third party not acting under the control or direction of Givergy.
6.6 Neither party shall be liable for any claim asserted later than three months after the date the claim accrued.
7.1 Each party shall keep confidential any confidential or proprietary information of or about the other party, which comes into its knowledge and/or possession as a consequence of this agreement.
8.1 Neither party shall be liable for breach of contract in relation to any default or failure to provide or receive the Services, if that default or failure is caused by an act or event that is beyond their reasonable control including, without limitation, pandemic, fire, floods, strikes, riots, lockdowns or lock-outs affecting any trade with which they are concerned or any action of government or quasi-government.
9.1 Givergy is an independent contractor and the relationship between the parties is non-exclusive.
9.2 These Terms are subject to and governed by the laws of the State of New York excluding its conflict of law principles.
9.3 Any controversy or claim arising out of or relating to these Terms, including, any controversy or claim based upon a state or federal statute, and further including any controversy or claim regarding the formation, validity, term or breach of these Terms, as well as the validity and interpretation of this arbitration clause will be settled by binding arbitration, before one (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Any arbitration shall be held in New York, New York. The arbitrator may not make any finding, conclusion or arbitration award, or grant any relief that does not conform to the express clauses of these Terms. The parties shall share equally the arbitration forum costs and the arbitrator costs. All parties shall bear their own attorneys' fees and expenses. The parties and arbitrator as well as the AAA shall treat all aspects of the arbitration proceedings as strictly confidential, provided, however, that any arbitration award or order rendered by the arbitrator may be disclosed in any proceeding to modify, vacate or confirm the arbitration award or order, or enter judgment on the arbitration award or order, or to enforce the arbitration award or order.
9.4 These Terms may not be varied except in writing and agreed by a duly authorised representative of Givergy and the Client.
9.5 Each party must notify the other by email, for Givergy sent to firstname.lastname@example.org
9.6 Notice is deemed to be received at the time of transmission or, if this falls outside of normal business hours of the place of receipt, when business hours resume.
9.7 If the whole or any part of a provision of these Terms is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction unless it may be modified in such jurisdiction by commercially reasonable construction so as to make it valid, enforceable and legal. In any event the remainder of the Terms have full force and effect.
Continuing rights and obligations
9.8 The rights and obligations under clauses 5, 6, 7 and this clause 9 survive termination of these Terms.
9.9 Termination will not extinguish or otherwise affect any rights of one party against the other party which accrued prior to termination.
9.10 The rights and remedies of either party, including all confidentiality, proprietary and intellectual property rights under these Terms are in addition to and not in lieu of rights at law and equity including, those available under patent, copyright and trade secret protection.
9.11 These Terms together with any agreed quotes and Data Protection Legislation agreements constitute the entire agreement regarding the Services and any other previous agreements, understandings and negotiations for the Services cease to have any effect.
9.12 A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. Any failure or delay by a party to exercise any right or remedy under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
9.13 Neither party may assign, licence or otherwise deal with any of its rights under these Terms without the prior written consent of the other party, such consent not to be unreasonably withheld. Givergy may subcontract parts of performance of its Services, to other persons or entities provided, however, it remains responsible for the performance of the Services.
9.14 These Terms do not, and the parties do not intend that it shall, create any right enforceable by any person not a party to it except that a person who is the permitted successor to or assignee of the rights of a party hereto is deemed to be a party to it.
Copyright and data
9.15 The Client acknowledges Givergy is the owner or the licensee of all intellectual property rights in the Services and its websites.
9.16 Client agrees that the Services provided by Givergy are based upon proprietary and confidential information, materials and methodologies and that Client acquires no right, title or interest in them and to the extent that Client has access to them, Client shall treat them in the same manner as Client would treat its own proprietary and confidential subject matter but in no event less than a reasonable standard of care.
9.17 Givergy has its own Data Processor Agreement, which it may also agree with the Client at around the same time as these Terms. In the absence of such Data Processor Agreement and notwithstanding any other provision under this agreement, each party agrees that it shall at all times duly observe its obligations under the Data Protection Legislation. Givergy shall ensure that it has in place appropriate measures to protect against unauthorized or unlawful processing or disclosure of personal data, against accidental loss or destruction of, or damage to, personal data. Givergy shall report to the Client in writing within 48 hours of any sign of abnormalities, security breaches or data leakage incidents as related to the Services or obligations under this agreement.
The Client is the controller and promoter
9.18 Givergy, the Services and Givergy's websites are only a means of communication to participate at the Event. The Client is the controller and promoter and as such is responsible for the Event and the terms and conditions relating to it.
9.19 Givergy shall be responsible only for the Services and it is therefore up to the Client to ensure that any or all other Event activities are operated in accordance with applicable laws and the Client agrees to be fully and solely liable for such.
1.1 The following definitions apply to this schedule:
1.2 All capitalised words in this schedule shall have the meaning given to them in the Terms.
2.1 For the duration of the Agreement Term, Givergy shall use Commercially Reasonable Efforts to provide the Services in accordance with the Service Availability set out in this Schedule.
2.2 In the event that Givergy fails to provide the Services in line with the Service Availability, the Client shall be entitled to Service Credits as set out in paragraph 3 below.
3.1 Service Credits shall normally be credited as a deduction from the next annual fee that is due to Givergy. Where there is no further annual fee due, Givergy shall re-pay the appropriate amount from the annual fee already paid by the Client.
3.2 The provision of a Service Credit shall be the sole and exclusive remedy for a particular Service Availability failure.
|Service availability||Service credit|
|Between 95-99%||An amount equal to 25% of the annual fee due to Givergy for its performance of the Services|
|Less than 95%||An amount equal to 100% of the annual fee due to Givergy|