CA Terms & Conditions


Key Information

$0 up-front fee agreement:

Your Givergy Unlimited package includes:

Our Service and our commitment to you:
Your commitment:

Payment services:

Our commitment to you:
Your commitment:

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

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

If using our raffle or 50/50 service (collectively “Raffle”), then the parties agree as follows:



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 Charity partners, while protecting our business where necessary.

1. Terms - Interpretation

1.1 These terms and conditions ("Terms") set out the agreement on which Givergy Ltd ("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 is a Canadian corporation with a business address of PO Box 75371, RPO Leslie Street, Toronto, ON M4M 1B3, Canada.

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 Canada and will be governed by the following four private sector privacy statutes: (i) the Federal Personal Information Protection and Electronic Documents Act (PIPEDA); (ii) Alberta's Personal Information Protection Act; (iii) British Columbia's Personal Information Protection Act; and (iv) Québec's An Act Respecting the Protection of Personal Information in the Private Sector. In addition to these four statutes, Canada has also enacted anti-spam legislation commonly referred to as “Canada's Anti-Spam Legislation” (CASL), which will be adhered to and followed by Givergy.
  2. "Event" means any online event organised 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 Promotional Contests 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 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.

6.4 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.

6.5 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 These Terms are subject to and are governed by the laws of the province of Ontario and the laws of Canada applicable therein and the parties agree to submit to the exclusive jurisdiction of courts located in Toronto, Ontario.

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 ca.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. The Contracts (Rights of Third Parties) Act 1999 is excluded.

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 following clauses.

9.17 The terms used in the following clauses 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 these clauses, 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, promotion, 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 promotion 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, promotion, making a donation or otherwise.
    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.