Terms & Conditions

Key Information

$0 up-front fee agreement:

• You will be charged a commission of 4% + tax on any funds raised through the Givergy platform.
• In addition, you will pay any Payment Processing Fees and Ticketing Fees as detailed below.
• The commission will automatically be charged and taken in real time and via the platform.

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 (CMS).
• If the Client buys a payment reader, there is an additional yearly sum of $50 to make it operational.
• Exclusive use by you, the contracted Client and your employees only. Third-party usage is strictly prohibited.
• Access to the platform is available for the contract term. All active campaigns must be concluded by time contract comes to an end.
• 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 Campaign Management System (CMS).

Payment services:

• All payments must be made through the Givergy platform, any payments made outside of the platform will have the commission fee applied.
• 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% for all cards, except for American Express with a fee of 3.5%, and for all monies processed through the Givergy payment platform to cover all administration, processing and banking fees (the “Payment Processing Fee”).
• 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.

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

• To pay Givergy a fee of $1 per ticketing transaction (“Ticketing Fee”) (no matter how many tickets purchased), or the commission model can be applied to all transactions.
• Where tickets are sold through the Givergy system but payment is collected outside of the platform, the above Ticketing Fee will be applied, invoiced and retained by Givergy post campaign; for clarity these charges are in addition to the Payment Processing Fee detailed above;
• The above processes for the Payment Processing Fee also apply for the Ticketing Fee.

If using our Prize Draw service, then the parties agree as follows:

• The following statement will be included on Prize Draw webpages during the event: “For every AUS$1 paid to this cause our technology partner, Givergy, shall receive a fee of AUS$0.03 (including taxes) 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.]”.
• The Prize Draw will and must sell tickets for a minimum AUS$5 entry fee.
• Givergy is responsible only for the technology behind the free prize draw and the Givergy Items; it is the responsibility of the Client to ensure that any prize draw is operated in accordance with the law and the Client agrees to be fully and solely liable for their operation of any prize draw.
• Givergy will share with you a template that you may adopt for your Terms & Conditions; 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.

If using our Auction or Prize Draw 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, prize draw 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.
• The Givergy Item winner shall have 3 months from the date of issue of an e-voucher to redeem the e-voucher, and must take up the prize associated within 12 months of redemption;
• 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.
• As at March 2022 and until further notice and in support of our clients during the Covid crisis, Givergy Item winners shall have 12 months to redeem their e-voucher and 2 years to travel and enjoy their prize; this clause supersedes any contradictory clauses.

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?

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 au.enquiries@givergy.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. 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 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 for Payment Services 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.

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 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.

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 England and Wales and the parties agree to submit to the exclusive jurisdiction of the English 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.

Notice

9.4 Each party must notify the other by email, for Givergy sent to au.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.

Continuing rights and obligations

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 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

9.17 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 – 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 softwareused 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 providedto 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 Service Credits as set out in paragraph 3 below.

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