US Terms & Conditions

Key Information

$0 up-front fee agreement:

• Donor Tip Model: Your campaign will initially be set up with our Donor Tip Model, meaning there is no platform fee for using Givergy. Learn more about the donor tip model here.
• Platform Fee Option: After logging into your campaign, you'll have the option to switch to a 4% platform fee instead of using the Donor Tip Model, if preferred. Under this model:
• A 4% platform fee will apply to funds raised through auctions, ticketing, donations, and prize draws.
• A 7% platform fee will apply to funds raised through 50:50 draws.
• Additional Fees: Payment Processing Fees and Ticketing Fees, as detailed below, will also apply.
• Processing All Monies Through Givergy: All monies must be processed through Givergy. If funds are marked as paid outside of the Givergy system, an invoice will be raised for the applicable Platform Fee. This condition applies even when using the Donor Tip Model.

Your Givergy Unlimited package includes:

• Givergy providing our award-winning support service, which includes online support through shared email, Live Chat, and use of the Givergy Community.
• One nominated Client bank account for the safe and timely deposit of funds (see Payment Services below).
• Three logins for our Campaign Management System (the “CMS”).
• If the Client buys a payment reader, there is an additional yearly sum of $35 to make it operational.
• Exclusive use of the Givergy platform by you and for you the contracted Client and your employees only. Third-party usage or your usage for third parties is strictly prohibited.
• Access to the platform is available for the Contract Term. All active campaigns must be concluded by the end of the Contract Term.
• Automatic SMS and email notifications (e.g. outbid notifications, payment notifications) sent through the Givergy platform will follow standard templates. Notifications can be customised through the CMS.

Our Service and our commitment to you:

• Givergy will ensure immediate platform access on agreeing this contract and ensure access throughout the Contract Term;
• Givergy will use best efforts to provide constant access to the Givergy Community for help articles;
• Givergy will provide 24/7 shared support services, which includes case creation, email, message, and the use of the Givergy Community;
• First response time: We will use best efforts to support requests within 4 hours of receipt;
• Case resolution time: Givergy will use best efforts to resolve support cases within 24 hours of receipt;
• On occasion during peak periods of support, the client understands they may experience delays in a response.

Your commitment:

• Client is responsible for the accurate upload of information to the CMS including but not limited to, guest data, lot, pledge, charity sweepstake and ticketing information, pricing, and overall website text and imagery.

Payment services:

• All payments must be made through the Givergy platform, any payment made outside of the platform will still have the commission fee applied and the Client agrees to pay it;
• Givergy uses Stripe Inc (“Stripe”) to process user payments. The Client shall create a Stripe account which shall include Client's bank account details and this must be verified before your first event;
• Stripe holds all monies for the Client in a separate account solely used for the benefit of the Client;
• Client agrees that Givergy will charge and retain from the Client's Stripe account a fee of 3.95% for all cards, except for American Express with a fee of 4.5%, and for all monies processed through the Givergy payment platform to cover all administration, processing and banking fees (the “Payment Processing Fee”). The Client will also have the option of passing the Payment Processing Fee onto the donor;
• Fees are subject to change. Any changes will be notified to you and must be agreed by you before Givergy continues to provide the Services;
• Payment Processing Fee to be transferred to Givergy from funds raised before the remaining funds are transferred to the Client;
• Where the Client agrees and Givergy then refunds monies to an attendee of an Event and Givergy uses Stripe to effect such refund, Givergy will charge and the Client agrees to pay in addition to any refunded amount the associated Payment Processing Fee;
• Where a bank or credit card company requests direct from Stripe and Stripe pays monies over as a refund or for whatever reason from the Client's Stripe account, then Givergy can demand in writing that same amount of money from the Client and the Client agrees to pay on receipt of invoice;
• Funds that are raised will be transferred to the Client on a weekly basis.

Our commitment to you:

• Givergy will maintain and test software integration between the Givergy platform and our payment processor, Stripe.
• Givergy's CMS will notify you if additional information is required in order to process payments and pay-outs.

Your commitment:

• You will complete the Stripe Connect onboarding process which shall include Client's bank account details, via the Givergy CMS, no later than 15 days prior to the first event date / campaign launch date.
• Client will ensure the account remains verified and no additional information is required for payment processing throughout their campaign.
• The Client will close the campaign and initiate payment collection and all payment chasing will be carried out by the Client via the Givergy platform.
• Client will follow PCI-compliant processing and procedures in the physical processing of credit cards.

If using our Ticketing Services, then the parties agree as follows:

• To pay Givergy a fee of $4 per ticketing transaction (no matter how many tickets purchased in that transaction) (“Ticketing Fee”);
• Ticketing Fee will be applied and retained by Givergy post campaign; Ticketing Fee is in addition to the Payment Processing Fee;
• The processes for the Payment Processing Fee also apply for the Ticketing Fee.

If using our Charity Sweepstake service, then the parties agree as follows:

• The following statement will be included on charity sweepstake webpages during the event: “For every $1 paid to this cause our technology partner, Givergy, shall receive a fee of $0.0395 to cover payment processing and card fees; [you can ensure that 100% of your ticket price goes to the cause by choosing to cover this processing fee.]”.
• Tickets must be sold for a minimum $5 entry fee.
• Givergy is responsible only for the technology behind the charity sweepstake and the Givergy Items; the Client acknowledges that it is solely responsible and must comply with local laws in relation to charity sweepstakes or their equivalent and is responsible for ensuring that the Event is run within the rules and local state or federal laws.
• Givergy will share with you a template that you may adopt for your terms & conditions for any charity sweepstake; please note that Givergy can not provide you with legal advice and as any terms are yours and between you and your supporters, you must seek your own legal advice in their respect. Givergy does not accept any liability in relation to your use of and reliance on these terms.
• The Client agrees that the applicant's location requirements must be clearly stated. For example:
• US Only: To be eligible for this prize, you must be resident in the US [or a specific state]
• Worldwide: Entrants must ensure that their participation (including the acceptance of any prize awarded) is lawful in accordance with the laws of the country of which they are a citizen and/or reside. This promotion is void where void under local national laws. The non-profit and Host shall not be taken to make any representations, express or implied, as to the lawfulness of any individual's participation, or as to any other aspect of any Promotion.
• The Client where reasonable will advise Givergy when ticket sales are expected to be high at one time to ensure Givergy can prepare the platform to support appropriately.

If using our Auction or Charity Sweepstake Items, then the parties agree as follows:

• The Client shall select from Givergy's online brochure the items to be made available for the Event and offer the items selected for auction, charity sweepstake or otherwise (a "Givergy Item”);
• All Givergy Items are on a sale or return basis and require no financial outlay from you, the Client;
• The Givergy Item fee chargeable will be the supply price as set out in the latest edition of the online brochure and as updated from time to time;
• Payment of any Givergy Item fee is required only after the Givergy Item is sold; all profits, ie monies raised over and above the supply price are paid over to you, the Client, and you agree to Givergy retaining from the Client's Stripe account the fee associated with such item;
• Givergy shall provide the title, description and imagery for any Givergy Items. However, the Client acknowledges that Givergy is not the end-supplier of the Givergy Items and accordingly it shall not be liable for any complaints received or costs incurred as a result of the Givergy Item deviating from any description or imagery provided by Givergy;
• Givergy shall issue an e-voucher to the winner within 24 hours of receiving payment to Givergy;
• If payment for a Givergy item(s) is made directly to the Client, Givergy will raise an invoice for the supply price of that item(s). Once payment has been received, the voucher will be released to the winning bidder. It is recommended for Givergy items to be paid via the Givergy system to avoid any delay in a bidder's voucher being received;
• Contracted Givergy items must be dispersed amongst the client's own auction items;
• Upon redemption of a Givergy Item by the winner in accordance with this clause, Givergy shall ensure delivery from the end-supplier of any physical item within 14 days of winner's request as long as the address for delivery is in the territory where the Event occurred;
• As Givergy is not the end-supplier of Givergy Items it cannot accept responsibility for, or liability relating to, the Givergy Items in respect of their security or delivery or the experience of the Givergy Item winner. Givergy shall not be required to issue any refunds to any Givergy Item winner unless and to the extent that Givergy is able to procure such refund from the Givergy Item supplier;
• Givergy Item winners shall have, unless clearly stated otherwise, 12 months from the date of issue to redeem their e-voucher and must take up the prize associated within 2 years of redemption.

GENERAL TERMS & CONDITIONS

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 non-profit partners, while protecting our business where necessary.

1. Terms - Interpretation

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:

1. "Data Protection Legislation" means applicable laws relating to the processing of personal data and all related regulations, regulatory codes of practice, opinions and guidance issued from time to time in the State of New York.
2. "Event" means any online event organized by the Client, details of which the Client confirms online and wherein Givergy provides its Services;
3. "Services" means the technical administration of Givergy's services including but not limited to prize draws and promotions, virtual events, silent auctions, auction items, online donations, ticketing and payment services provided by Givergy for the Client and at an Event.

2. When does this agreement start and finish?

2.1 This agreement and these Terms start at the time the Client agrees and continues indefinitely or until either party terminates this agreement at any time by giving the other party at least 30 days written notice of its desire to do so (the “Contract Term”).

2.2 Notwithstanding Givergy's right of termination, Givergy shall not be entitled to terminate the agreement within the period of 90 days prior to a Client's event.

3. Appointment for the provision of services

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. Payment of fees

4.1 The Client agrees to pay the Platform Fee together with any applicable taxes and with any additional fees such as the Payment Processing Fee and the Ticketing Fee and as required throughout the Term; any applicable fees that are due shall be paid to Givergy online through the Stripe system or on receipt of invoice.

5. Givergy duties

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 in these Terms and 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.

6. Liability

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 charity sweepstakes 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 Givergy's liability in relation to a breach of Data Protection Legislation and 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.

6.7 The Client agrees not to list any firearms or related items at the Event, nor to promote such items in any way through their listings. This includes, but is not limited to, firearms, firearm parts, ammunition, and accessories. Client shall be liable for any violation of this clause and once aware, Givergy will without notice immediately remove the listing and has the immediate right to terminate the contract.

7. Confidential information

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. Force majeure

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. General matters - Relationship of parties and applicable law

9.1 Givergy is an independent contractor and the relationship between the parties is non-exclusive.

9.2 Any dispute or claim arising out of or in connection with the Services or these Terms or their subject matter or formation (including non-contractual disputes or claims) is governed by the laws of the State of New York excluding its conflict of law principles.

Variation

9.3 These Terms may not be varied except in writing and agreed by a duly authorised representative of Givergy and the Client. Client will be notified of any change to the Terms including fees by such duly authorised representative of Givergy.

Notice

9.4 Each party must notify the other by email, for Givergy send to us.enquiries@givergy.com

9.5 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.

Severance

9.6 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.

9.7 The rights and obligations under clauses 5, 6, 7 and this clause 9 survive termination of these Terms.

9.8 Termination will not extinguish or otherwise affect any rights of one party against the other party which accrued prior to termination.

9.9 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.

Entire agreement

9.10 These Terms together with any agreed quotes constitute the entire agreement regarding the Services and any other previous agreements, understandings and negotiations for the Services cease to have any effect.

Waiver

9.11 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.

Assignment

9.12 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 and the client has approved such subcontractor.

Third parties

9.13 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 Processing

9.14 The Client acknowledges Givergy is the owner or the licensee of all intellectual property rights in the Services and its websites.

9.15 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.

9.16 These data processing clauses make legally binding provisions for compliance with the Data Protection Legislation as set forth in the following clauses. As per the requirements of the Data Protection Legislation all processing of Personal Data by a Processor on behalf of a Controller, shall be governed by a contract. The terms, obligations and rights set forth here relate directly to the processing activities and conditions laid out in clauses below.

9.17 The terms used in this clause have the meanings as set out in 'Definitions' below, in particular the Client is the Controller for the purposes of this clause and the Processor is Givergy; any terms not otherwise defined, will have the meaning given to them above.

Definitions

a. In this clause, unless the text specifically notes otherwise, the below words shall have the following meanings: -

b. "Controller" means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data; where the purposes and means of such processing are determined by local law, the controller or the specific criteria for its nomination may be provided for by local law;

c. "Consent" of the data subject means any freely given, specific, informed and unambiguous indication of the data subject's wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of Personal Data relating to him or her;

d. "Effective Date" means that date that this agreement comes into force

e. "Personal Data" means any information relating to an identified or identifiable natural person ('data subject'); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person

f. "Processing" means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction

g. “Processor" means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Controller

h. "Recipient" means a natural or legal person, public authority, agency or another body, to which the Personal Data are disclosed, whether a third party or not. However, public authorities which may receive Personal Data in the framework of a particular inquiry in accordance with local law shall not be regarded as recipients; the processing of those data by those public authorities shall be in compliance with the applicable data protection rules according to the purposes of the processing;

i. "Third-party" means a natural or legal person, public authority, agency or body other than the data subject, controller, Processor and persons who, under the direct authority of the controller or Processor, are authorised to process Personal Data

j. "Sub-Processor" means a person or entity appointed by or on behalf of the Processor to process Personal Data on behalf of the Controller

k. "Supervisory authority" means any independent public authority which is established under the applicable Data Protection Legislation

Obligations and Rights of the Processor

9.18 Givergy, as the Processor, shall comply with the relevant Data Protection Legislation and will: -

1. only act on the written instructions of the Controller
2. ensure that people processing the Personal Data are subject to a duty of confidence
3. ensure that any natural person acting under their authority who has access to Personal Data, does not process that data except on instructions from the Controller
4. use its best endeavours to safeguard and protect all Personal Data from unauthorised or unlawful processing, including (but not limited to) accidental loss, destruction or damage and will ensure the security of processing through the demonstration and implementation of appropriate technical and organisational measures
5. ensure that all processing meets the requirements and is in accordance with the principles of the Data Protection Legislation
6. ensure that where a Sub-Processor is used, they: -
1. only engage a Sub-Processor with the prior consent of the Controller
2. inform the Controller of any intended changes concerning the addition or replacement of Sub-Processors
3. implement a written contract containing the same data protection obligations as set out in this agreement, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Data Protection Legislation
4. understand that where any Sub-Processor is used on their behalf, that any failure on the part of the Sub-Processor to comply with the Data Protection Legislation or the relevant data processing agreement, the initial Processor remains fully liable to the controller for the performance of the Sub-Processor's obligations
7. assist the Controller in providing subject access and allowing data subjects to exercise their rights under the Data Protection Legislation
8. assist the Controller in meeting its data protection obligations in relation to: -
1. the security of processing
2. data protection impact assessments
3. the investigation and notification of Personal Data breaches
9. delete or return all Personal Data to the Controller on the Controller's request or after 3 years from the end of this agreement, subject to retaining any data as required under the Data Protection Legislation
10. make available to the Controller all information necessary to demonstrate compliance with the obligations laid down in the relevant Data Protection Legislation and allow for, and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller
11. tell the Controller immediately if they have done something (or are asked to do something) infringing the Data Protection Legislation
12. co-operate with any Supervisory Authority
13. notify the Controller of any Personal Data breaches within the appropriate timeframe
14. employ a data protection officer throughout the Agreement Term

9.19 Nothing in this agreement relieves Givergy of their own direct responsibilities, obligations and liabilities under the Data Protection Legislation.

9.20 Givergy is responsible for ensuring that each of its employees, agents, subcontractors or vendors are made aware of its obligations regarding the security and protection of the Personal Data and the terms set out in this agreement.

9.21 Givergy shall maintain induction and training programs that adequately reflect the Data Protection Legislation, their requirements and regulations, and ensure that all employees are afforded the time, resources and budget to undertake such training on a regular basis.

9.22 Any transfers of Personal Data to a third country or an international organisation shall only be carried out on documented instructions from the Controller, unless required to do so by the Data Protection Legislation. Where such a legal requirement exists, the Processor shall inform the Controller of that legal requirement before processing.

9.23 Givergy shall maintain a record of all categories of processing activities carried out on behalf of the Controller, containing: -

1. the name and contact details of the data protection officer for the Controller
2. the categories of processing carried out on behalf of the Controller
3. transfers of Personal Data to a third country or an international organisation, including the identification of that third country or international organisation and, the documentation of suitable safeguards
4. a general description of the appropriate technical and organisational security measures.

9.24 Givergy shall maintain records of processing activities in writing, including in electronic form and shall make the record available to any Supervisory Authority on request.

9.25 When assessing the appropriate level of security and the subsequent technical and operational measures, Givergy shall consider the risks presented by any processing activities, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed.

Obligations of the Controller

9.26 The Controller authorises the use of any Sub-Processor by the initial Processor where the details of the Sub-Processor are set out or referenced below.

Penalties & Termination

9.27 Givergy confirms that it understands the legal and enforcement actions that it may be subject to should it fail to uphold these terms or breach the Data Protection Legislation.

Processing Details

9.28

1. The Controller named in this agreement has appointed Givergy with regard to specific processing activity requirements. These requirements relate to the Services including any auction, prize draw, donation, ticketing and payment services provided by Givergy.
2. The duration of the processing is for the Agreement Term.
3. The processing activities relate to provision of the Services including the bidding, winning and delivering of auction or prize draw items or donations and are for the purpose of ensuring a successful event.
4. The requirement for Givergy to act on behalf of or with the Controller is with regard to the below types of Personal Data and categories of data subjects: -
1. Name, email, phone number and address together with credit card details when partaking in an auction, prize draw or making a donation.
2. Event goers and online participants.
5. Givergy will obfuscate name, email, phone number, address on the Controller's instructions after each Event when it is no longer required and provide an email confirming obfuscation.
6. Givergy can demonstrate and provide sufficient guarantees as to the implementation of appropriate technical and organisational measures taken to ensure data security and protection.

Authorised Sub-Processors

9.29 Please see here for an up-to-date list of our Sub-Processors including our technical, marketing and auction item & lot Sub-Processors: https://www.givergy.com/uk/fundraise/dataProcessors/

The Client is the controller and promoter

9.30 Givergy, the Services and Givergy's website(s) 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.

9.31 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.

SCHEDULE 1 - TECHNOLOGY SERVICE LEVELS

1. Interpretation

1.1 The following definitions apply to this schedule:

1. "Business Critical Fix" means any period of time where the Services are unavailable to the Client due to Givergy reasonably requiring to disable Services in order to perform an emergency software fix or workaround to any software used in the delivery of the Services;
2. "Commercially Reasonable Efforts" means the same degree of priority and diligence with which Givergy meets the support needs of its other similar customers;
3. "Client Cause" means any of the following causes:
1. any improper use, misuse or unauthorised alteration of the Services by the Client;
2. any use of the Services by the Client in a manner inconsistent with the then-current documentation provided to the Client; or
3. the use of a non-current version or release of the Services.
4. "Fault" means any failure of the Services to operate in all material respects;
5. "Planned Maintenance" means any period of time where the Services are unavailable to the Client due to Givergy reasonably requiring to disable the Services in order to conduct regular maintenance to any software used in the delivery of the Services, provided such regular maintenance has been notified to the Client in advance of any Event;
6. "Service Availability" means for 99% of each year of the Agreement Term, but not including any Service Availability Exclusions;
7. "Service Availability Exclusions" means:
1. a Client Cause;
2. any Fault caused by a third party;
3. any Planned Maintenance; or
4. a Business Critical Fix.

1.2 All capitalised words in this schedule shall have the meaning given to them in the Terms.

2. The Services

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 terminate the Contract Term on written notice and if appropriate receive a reasonable refund to be agreed by the parties.