AU 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 Prize Draw service, then the parties agree as follows:

If using our Auction or Prize Draw Items, 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 (AUS) PTY Ltd of PO BOX 422, Cherrybrook, NSW, 2126, Australia ("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.

1.2 The following definitions apply in these Terms:

  1. "Data Protection Legislation" means The Privacy Act 1988 together with any other 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 and in each case any amending, superseding or replacement applicable law.
  2. "Event" means any online or onsite event organised by the Client, details of which the Client confirms online and wherein Givergy provides its Services;
  3. "Givergy Personnel" means any employees or contractors of Givergy who, on Client’s request, appear at an Onsite Event to help provide the Services;
  4. "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 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 on their website, 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 Australia and the parties agree to submit to the exclusive jurisdiction of the Australian courts.

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 australia.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 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.

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

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 The Client agrees to Givergy’s Data Processor Agreement, which it confirms it has read.

The Client is the controller and promoter

9.17 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.



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;
    1. a Client Cause;
    2. any Fault caused by a third party;
    3. any Planned Maintenance; or
    4. a Business Critical Fix.
  7. "Service Availability Exclusions" means:
  8. "Service Credits" means the service credits specified in the table set out in paragraph 3.2 below.

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.

3. Service credits

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 an exclusive remedy for a failure in Service Availability.



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