CHATRAISE LTD

TERMS AND CONDITIONS FOR CHARITIES


1.DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these terms and  conditions:

“Advertising”

means the Charity advertising to be displayed on the App and Website or otherwise arising in connection with this Agreement;

“Agreement”

means the Contract Summary together with these terms and conditions;

“App”

means the Chatraise mobile application;

“Associated   Persons”

of a party means that party’s and its Group members’ officers, directors, members, partners, and any of its employees, consultants, agents, representatives or professional advisers;

“Bank Fee”

means the fees incurred by Chatraise in relation to receipt of donations paid to it via credit cards or other third party payment  methods;

“Business Day”

means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of London;

“Charity’s Balance”

has the meaning given to it in clause 7.3;

“Charity’s Bank Account”

means the Charity’s bank account details as set out in the Contract Summary;

“Confidential Information”

means any and all confidential information (whether in oral, written or electronic form) given including technical or other information imparted in confidence or disclosed by one party to the other or otherwise obtained by one party relating to the other party’s business, finance or technology, know-how, intellectual property, assets, strategy, products and Fundraisers, including without limitation information relating to manufacturing or other processes, programme logic, management, financial, marketing, technical and other arrangements or operations of any person, firm, or organisation associated with the disclosing party;

“Contract Summary”

means the Contract Summary that sets out the Charity’s details and which has been signed by or on behalf of both parties;

“Gift Aid”

means the UK tax relief scheme allowing UK charities to reclaim an extra 25% in tax on every eligible donation made by a UK taxpayer;

“Force Majeure”

means an event or sequence of events beyond a party’s reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations hereunder, including war, revolution, terrorism, riot or civil commotion; strikes, lock outs or other industrial action, whether of the affected party’s own employees or others; blockage or embargo; acts of or restrictions imposed by government or public authority; explosion, fire; flood, natural disaster, or adverse weather condition. Force Majeure does not include, without limitation, inability to pay, over-commitment or market or other circumstances which may make the terms of this Agreement unattractive to a party;

“Fundraiser”

means a person organising an event using the Website or App, their guests or a person making an online donation or payment through Chatraise’s Website or App;

“Group”

means, in relation to a party, that party and its subsidiaries and/or holding companies from time to time and references to a member or members of a Group shall be construed accordingly;

“Intellectual Property Rights”

means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, goodwill, design rights, rights in get-up, database rights and rights in data, the right to sue for passing off, utility models, domain names and all similar rights and, in each case:

(a) whether registered or not,
(b) including any applications to protect or register such rights,
(c) including all renewals and extensions of such rights or applications,
(d) whether vested, contingent or future and
(e) wherever existing;

“Losses”

means all damages, liabilities, demands, costs, expenses, claims, actions and proceedings (including all consequential, direct, indirect, special or incidental loss or punitive damages or loss, legal and other professional fees, cost and expenses, fines, penalties, interest and loss of profit or any other form of economic loss (including loss of reputation));

“Term”

has the meaning given to it in clause 2;

“VAT”

means United Kingdom value added tax and any other tax imposed in substitution for it; and

“Website”

means the website www.chatraise.com

1.2 Interpretation

In this Agreement:

1.2.1 if any conflict exists between the Contract Summary and these terms and conditions, the Contract Summary shall prevail unless otherwise indicated in the Contract Summary;

1.2.2 clause headings do not affect their interpretation;

1.2.3 references to legislation (including any subsidiary legislation) include any modification or re-enactment thereof; and

1.2.4 the words “include” and “including” do not limit the generality of any preceding words, and any words which follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible.

2. DURATION

This Agreement commences and takes effect from the Commencement Date and, unless terminated in accordance with this Agreement, shall continue for 12 months and thereafter automatically for consecutive periods of 12 months (“Term”).

3. CHANGES TO THESE TERMS AND CONDITIONS

Chatraise reserves the right to change or update these terms and conditions from time to time. The current version of these terms and conditions will be available on the Website. Chatraise will also endeavour to notify any changes to these terms and conditions to the Charity in accordance with clause 20 (Notices) at least one month in advance of the changes coming into effect, however it is the Charity’s responsibility to access and check these terms and conditions whenever the Charity accesses or uses the Website and/or App. The latest version of these terms and conditions will govern any future usage by the Charity of the Website and/or App.

4. APPOINTMENT

4.1 Appointment

The Charity appoints Chatraise to facilitate the Charity’s fundraising, marketing and promotion through the Website and/or App for the Term subject to the terms and conditions of this Agreement.

4.2 Status

Both parties will make clear in dealings with Fundraisers and generally that Chatraise acts as agent for the Charity.

5. CHATRAISE’S SERVICES

5.1 Chatraise’s Obligations

Chatraise shall:

5.1.1 process Fundraiser donations and payments on behalf of the Charity and market and promote the Charity through the Website and/or App for the Term subject to the terms and conditions of this Agreement; and

5.1.2 hold funds received from Fundraisers on the Charity’s behalf in Chatraise’s ring-fenced trust account. This is a legal trust account in which monies are held on trust for the Charity and other charities. The Charity will not earn or be paid interest on the sums that Chatraise holds and/or processes for the Charity.

5.2 Methods of Fundraising

The methods of fundraising to be used will be the provision of donation and gift aid processing services for the Charity through the Website and App through which Fundraisers are able to create their own fundraising events, donate and/or seek donations for and/or invite guests to donate to the Charity.

5.3 Marketing and Promotion of the Charity

Chatraise’s marketing and promotion of the Charity shall include Chatraise identifying the Charity on the Website and App. Chatraise may also specifically identify the Charity in any other promotional activity Chatraise chooses to undertake.

5.4 Materials

The Charity agrees that Chatraise may in its absolute discretion use on the App and the Website, and in any materials to promote the Charity, any images provided to Chatraise by the Charity, or suggested by Chatraise and approved for use by the Charity, including any of the Charity’s trade marks, trade names, copyrights and designs, and any other relevant details (including the Charity’s purpose) relating to the Charity.

5.5 Uploading Advertising

Upon agreeing to display any Advertising, Chatraise shall use its reasonable endeavours to adapt and configure the Advertising as it deems appropriate so that the Advertising can be uploaded and displayed on the App and Website. The Charity shall provide all assistance as reasonably requested by Chatraise.

5.6 Advertising Requirements

The Charity shall ensure that all Advertising complies with and shall be subject to the App and Website technical requirements and specifications as notified by Chatraise to the Charity from time to time. Chatraise has the right to refuse and remove from the Website and App any Advertising or other advertising, material or references to the Charity that Chatraise considers in its sole discretion to be illegal, offensive, in breach of third party Intellectual Property Rights or otherwise unsuitable, or in the event that the Charity breaches any term of this Agreement.

5.7 Chatraise’s Warranties

Chatraise warrants to the Charity that it has the right, power and authority to enter into this Agreement and to perform its obligations under this Agreement.

5.8 Exclusion of Warranties

To the extent permitted by applicable law, Chatraise disclaims all other warranties and conditions as to its performance including but not limited to implied warranties relating to quality, fitness for a particular purpose, or ability to achieve a particular result.

5.9 Other Advertisements

The Charity’s right to be marketed and promoted on the App and Website is non-exclusive and Chatraise is entitled to display similar third party promotional material on the Website and/or App, which may relate to other charities.

6. GIFT AID

6.1 Gift Aid Authorisation

If the Charity would like Chatraise to apply to the relevant tax authority to reclaim Gift Aid on eligible Fundraiser donations on the Charity’s behalf, it must first authorise Chatraise to do so in writing and by filling out such administrative forms that Chatraise requires for this.

6.2 Chatraise’s Obligations

During the Term and once the Charity has authorised Chatraise in accordance with clause 6.1, Chatraise shall apply to the relevant tax authority to reclaim Gift Aid on eligible Fundraiser donations.

6.3 Gift Aid Enquiries

If HMRC or any other relevant tax authority makes enquiries with Chatraise regarding Gift Aid, including the Charity’s eligibility for Gift Aid reclaims, the Charity shall provide all reasonable assistance requested by Chatraise in order to resolve the tax authority’s enquiries or, if requested by Chatraise, liaise directly with the tax authority. The Charity acknowledges and agrees that Chatraise is required to maintain records of Gift Aid and authorises Chatraise to maintain such records for as long as considered appropriate by Chatraise.

7. FEES

7.1 Commission

The Charity shall reimburse Chatraise the Bank Fee and pay Chatraise a commission of five per cent (5%) of the following for each Fundraiser donation made through the App or Website:

7.1.1 the amount donated; and

7.1.2 the amount reclaimed as Gift Aid, if any (together the “Commission”).

7.2 Commission Adjustment

Chatraise may vary the rate of its Commission from time to time and shall give the Charity not less than 30 days’ written notice of such variations. Where a proposed increase is unacceptable to the Charity, it may before the expiry of the 30 days’ notice period terminate this Agreement by giving written notice to Chatraise.

7.3 Commission to be deducted from Fundraiser Payments

Chatraise shall deduct its Commission and the Bank Fee from each donation received from Fundraisers and the amount reclaimed as Gift Aid (if any) and, subject to the terms of this Agreement, shall account to the Charity the balance of the monies it has received from each valid Fundraiser donation (“Charity’s Balance”).

7.4 Payment of Charity’s Balance

The payment of the Charity’s Balance shall be made by Chatraise once every month, on the second Friday of the month, in respect of donations received in cleared funds from Fundraisers and Gift Aid received in cleared funds from the relevant tax authorities in the previous month to the Charity’s Bank Account. The parties acknowledge that the part of the Charity’s Balance relating to Gift Aid will only be paid after the claimed Gift Aid Amount has been approved and paid by the relevant tax authorities and received in clear funds by Chatraise and so might be paid after the balance of the original donation to which the Gift Aid Amount relates is paid to the Charity.

7.5 Records

Each party will keep records of the matters referred to in this Agreement, throughout its duration and for a period of six years thereafter, however termination occurs, and allow the other to inspect and copy the records during normal hours on Business Days, no more than two times per calendar year. Each party shall supply to the other on reasonable request such information that the requesting party reasonably needs to verify the payments due.

7.6 Right to Withhold

Chatraise reserves the right to withhold payment to the Charity in the event that it is required to do so by applicable law or relevant authority (including without limitation the Charity Commission).

7.7 Taxes and duties

All amounts due under this Agreement are exclusive of VAT, sales and other taxes and duties applicable which shall be paid in addition at the rate and in the manner for the time being prescribed by law by any authority in or outside the United Kingdom.

8. DONATION REFUNDS

8.1 Fundraiser Refund Requests

Chatraise shall inform the Charity of any refund requests it receives from Fundraisers in respect of donations that Fundraisers have made for the Charity (“Refund Requests”). For each Refund Request that Chatraise communicates to the Charity:

8.1.1 regardless of whether or not Chatraise has paid the Charity’s Balance for such donations to the Charity, it is the Charity’s sole responsibility to decide, in compliance with all applicable laws and regulations, whether or not it shall agree to the Refund Request;

8.1.2 the Charity shall inform Chatraise of its decision about the Refund Request as soon as reasonably practicable and in any event within 5 Business Days of receiving the Refund Request from Chatraise. In the absence of a decision within this timeframe the Charity shall be deemed to have refused the Refund Request;

8.1.3 Chatraise shall, on the Charity’s request, provide the Charity with any relevant information it has about the Refund Request in order to reasonably assist the Charity with its decision about the Refund Request;

8.1.4 if the Charity refuses the Refund Request, and Chatraise has not yet paid the Charity’s Balance to the Charity in relation to the relevant Fundraiser donation, Chatraise shall pay that Charity’s Balance to the Charity as normal in accordance with clause 7 (but allowing for any delays caused by the Refund Request process);

8.1.5 if the Charity agrees to the Refund Request, and Chatraise has already paid the Charity’s Balance to the Charity in relation to the relevant Fundraiser donation, the Charity shall promptly pay an amount equal to that Charity’s Balance back to Chatraise;

8.1.6 upon Chatraise being informed of the Charity’s decision to agree to the Refund Request and (if Chatraise has already paid the Charity’s Balance to the Charity) upon receipt of the Charity’s Balance back from the Charity, Chatraise shall refund the relevant Fundraiser donation back to the relevant Fundraiser after deducting any third party processing fees that Chatraise has incurred, and will incur, in relation to the relevant Fundraiser donation and its refund. If the third party payment processing fees exceed the amount of the Fundraiser donation then the relevant Fundraiser will not receive a refund.

8.2 Indemnity

The Charity acknowledges that it has the sole responsibility to decide, in compliance with all applicable laws and regulations, whether or not it shall agree to a Refund Request. Accordingly, the Charity shall indemnify Chatraise and its Associated Persons and hold them harmless against, and Chatraise reserves the right to deduct from any payment otherwise payable to the Charity or otherwise to recover from the Charity, any Losses arising out of or in connection with (i) the decision that the Charity makes about any Refund Request pursuant to clause 8.1 and/or any (ii) delays not caused by Chatraise in relation to that decision.

9. FUNDRAISER GENERATED CONTENT

Subject to the remainder of this clause 8, Chatraise shall ensure the methods used to promote the Website and App protects vulnerable people and other potential donors from behaviour which is an unreasonable intrusion on a person’s privacy, is unreasonably persistent and places undue pressure on a person to give money or other property to the Charity or to any other charity.

9.2 No obligation to Oversee, Monitor or Moderate

Chatraise is under no obligation to oversee, monitor or moderate any interactive service provided to Fundraisers, including without limitation Fundraiser generated content and activities or communication within any chatgroups or directly between Fundraisers, and Chatraise expressly excludes their liability for any loss or damage arising from the use of such interactive service and/or Fundraiser content.

9.3 Fundraiser Content

Chatraise shall not be liable for any content generated by Fundraisers or any other users through use of the Website and/or App, nor addition (including without limitation links to third party websites), deletion, modification or alteration to information on the Website and/or App made by Fundraisers or any other user, and Chatraise expressly excludes their liability for any loss or damage arising from any such action.

10. WEBSITEAND APPLICATION

10.1 Website and Application Use

By accessing and using the Website and/or the Application the Charity agrees to the terms contained in Chatraise’s Website Terms of Use, which Chatraise reserves the right to amend from time to time. If the Charity does not agree with or accept any of these terms, it should stop using the Website and/or the Application immediately.

10.2 Account Security

By registering and using a registered account with the Website (“Account”) the Charity agrees that:

10.2.1 they shall take all steps necessary to protect their Account log in details and keep them secret. The Charity agrees that they shall not give their log in details to anyone else or allow anyone else to use their log in details or Account;

10.2.2 if login details are not kept secret, or if they or the Account is shared with someone else (whether intentionally or unintentionally), the Charity accepts full responsibility for the consequences of this and agrees to fully compensate Chatraise for any losses or harm that may result;

10.2.3 Chatraise will not be responsible for any loss that the Charity suffers as a result of an unauthorised person accessing the Charity’s Account and Chatraise accepts no responsibility for any losses or harm resulting from any unauthorised use, whether fraudulently or otherwise.

10.3 Account Deletion

Chatraise reserves the right to delete the Charity’s Account if no activity is conducted by the Charity in relation to the Account for 365 days or more, or if the Charity materially or persistently breaches this Agreement (which includes the Website Terms of Use). The Charity agrees and acknowledges that if Chatraise deletes their Account the Charity may lose access to any data previously associated with their Account and that Chatraise shall have no liability whatsoever in relation to such losses.

11. CHARITY’S OBLIGATIONS

11.1 Charity’s Obligations

The Charity shall provide Chatraise with:

11.1.1 information about the Charity and update the same, on a timely and regular basis; and

11.1.2 such information and assistance as Chatraise may require to perform its obligations under this Agreement.

11.2 Charity’s Warranties

The Charity undertakes, represents and warrants to Chatraise that throughout the term of this Agreement:

11.2.1 the information it provides about the Charity is truthful, honest, accurate and not misleading and will be kept up to date;

11.2.2 it is a charity registered with the Charity Commission;

11.2.3 it has the right, power and authority to enter into this Agreement and to grant to Chatraise the rights contemplated in this Agreement;

11.2.4 the Charity’s trade marks and all Advertising or material provided or confirmed as suitable for use by the Charity do not and shall not infringe the Intellectual Property Rights of any third party; and

11.2.5 donations paid to the Charity through the Website or App will be used by the Charity in accordance with any stated charitable purpose or specific fundraising appeal.

11.3 Indemnity

The Charity will indemnify Chatraise and its Associated Persons and hold them harmless against, and Chatraise reserves the right to deduct from any payment otherwise payable to the Charity or otherwise to recover from the Charity, any Losses arising out of or in connection with any claim relating to:

11.3.1 any claim that the use by Chatraise of any Advertising, material, images, video footage, or Intellectual Property Rights provided by the Charity infringes the Intellectual Property Rights of a third party; and/or

11.3.2 any negligence, wrongful act or omission, or breach of this Agreement or any law, regulation or licence by the Charity and/or its Associated Persons.

12. LIMITATION OF LIABILITY

12.1 Limitation of Chatraise’s Liability

In no event shall the aggregate liability of Chatraise (whether in contract, tort (including negligence) or otherwise) and in respect of all claims, losses and damages arising under or in connection with this Agreement exceed the total Commission received by Chatraise under this Agreement during the 12 month period before the date on which the loss or damage giving rise the claim arose.

12.2 Liability Not Excluded

Notwithstanding the limitations and exclusions of liability set out in this Agreement, neither party excludes or limits any liability for:

12.2.1 personal injury (including sickness and death) to the extent that such injury results from the negligence or wilful default of a party or its employees; or

12.2.2 fraud or fraudulent misrepresentation; or

12.2.3 any other liability to the extent the same cannot be excluded or limited by law.

12.3 Indirect and Consequential Loss

In no circumstances shall Chatraise’s liability whether in contract, tort (including negligence), misrepresentation (whether innocent or negligent), breach of statutory duty or otherwise arising out of or in connection with this Agreement extend to any:

12.3.1 loss of profits;

12.3.2 loss of business opportunity;

12.3.3 loss of goodwill;

12.3.4 loss of anticipated savings;

12.3.5 loss of data; or

11.3.6 any special, indirect or consequential loss or damage whatsoever.

13. FORCE MAJEURE

13.1 Notification

A party will not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:

13.1.1 promptly notifies the other of the Force Majeure event and so far as reasonably possible its expected duration; and

13.1.2 uses reasonable endeavours to minimise the effects of that event.

13.2 Effect of Force Majeure

If, other in relation to an obligation to pay, due to Force Majeure a party:

13.2.1 is unable to perform a material obligation; or

13.2.2 is delayed in or prevented from performing its obligations for a continuous period of more than 90 days,

the other party may, within a further 10 days terminate this Agreement on notice, otherwise this Agreement shall continue in full force and effect.

14. INTELLECTUAL PROPERTY RIGHTS

14.1 Agent’s IP

As between the parties, Chatraise’s trade marks, trade names, the Website and the App and all Intellectual Property Rights in these (and any developments, modifications or updates thereto) or anything arising in connection with the performance of Chatraise’s obligations under this Agreement (“Chatraise Intellectual Property Rights”) are and will remain the sole and exclusive property of Chatraise.

14.2 IP Ownership

Nothing in this Agreement or any licence or sublicence granted under it shall convey or transfer any ownership or proprietary interest in any Chatraise Intellectual Property Rights to the Charity or any third party. The Charity is not granted any rights in relation to Chatraise Intellectual Property Rights except for those rights expressly granted in this Agreement.

14.3 Restricted Acts

The Charity shall not:

14.3.1 make copies of any of Chatraise’s software in the Website or the App;

14.3.2 translate, adapt, disassemble, decipher, decompile, or reverse engineer the Website or the App or allow others to do so;

14.3.3 modify or create derivative works of the Website or the App;

14.3.4 permit the Website or the App or any part of them to be combined or merged with or become incorporated in any other program; or

14.3.5 remove or alter any copyright or other proprietary notice on the App or the Website.

14.4 Goodwill

Nothing in this Agreement grants the Charity ownership or any rights in or to use Chatraise Intellectual Property Rights, and the Charity acknowledges and agrees that any goodwill or reputation generated through use of Chatraise Intellectual Property Rights will enure solely to the benefit of Chatraise. Chatraise acknowledges that any goodwill or reputation generated through use of the Charity’s trade marks shall enure solely to the benefit of the Charity.

14.5 No Reproduction of Agent’s Marks

The Charity shall not reproduce or use or allow others to reproduce or use Chatraise’s logo, trade marks, trade names or get-up (or anything which is confusingly similar thereto) in any form without first obtaining written consent from Chatraise.

14.6 Restricted Trade Mark Acts

The Charity shall not remove, alter or otherwise tamper with any logos, trade marks, trade names, get-up, or other means of identification of Chatraise on materials which come into the Charity’s possession, custody or control and shall not place any other trade mark or trade name on such materials.

14.7 Duty to Notify

The Charity shall notify Chatraise of:

14.7.1 any actual, threatened or suspected infringement of any Intellectual Property Rights of Chatraise of which the Charity becomes aware; and

14.7.2 any claim by any third party of which the Charity becomes aware that the Website, Apps or services of Chatraise infringes any rights of any other person.

15. DATA PROTECTION

15.1 Definitions

In this clause 15 “personal data”, “data subject” and “processing” have the meanings given to them in the Data Protection Act 1998 and “Data Protection Laws” means the Data Protection Act 1998 and all other applicable legislation implementing European Community Directives 95/46, 2002/58 and 2009/136, and any subsequent legislation in relation to the protection of personal data as replaced, modified or re-enacted from time to time and any subordinate legislation made under that statutory provision from time to time, in each case for so long as they are in force and applicable to the parties or either of them.

15.2 Compliance with Data Protection Laws

Each party shall comply with all Data Protection Laws that apply to it, including maintaining appropriate technical and organisational measures to prevent any unauthorised or unlawful processing of personal data processed in connection with this Agreement and to guard against accidental loss and disclosure, theft, destruction and damage of such data.

15.3 Notice of Alleged Breaches

To the extent permitted to do so by applicable law, each party shall promptly notify the other of all communications it receives from third parties which suggest non-compliance by the Charity, Chatraise or any other person with Data Protection Laws or other similar laws, including communications from data subjects and regulatory bodies.

15.4 Indemnity

Subject to clause 12 (Limitation of Liability), each of the Charity and Chatraise (the “Indemnifier”) shall indemnify the other party (the “Indemnifiee”) from and against all Losses which the Indemnifiee may incur or suffer as a result of or arising in connection with any breach by the Indemnifier of its obligations under this clause 15.

16. CONFIDENTIAL INFORMATION

16.1 Maintenance of Confidential Information

Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not without the prior written consent of the other use, disclose, copy or modify the other party’s Confidential Information (or permit others to do so) other than as necessary for the performance of its rights and obligations under this Agreement.

16.2 Restrictions on Disclosure

Each party undertakes to:

16.2.1 disclose the other party’s Confidential Information only to those of its officers, employees, agents and contractors to whom and to the extent to which such disclosure is necessary for the purposes contemplated under this Agreement; and

16.2.2 to procure that such persons are made aware of and agree in writing to observe the obligations in this clause.

16.3 Notice of Breach

Each party shall give notice to the other of any unauthorised misuse, disclosure, theft or loss of the other party’s Confidential Information immediately upon becoming aware of the same.

16.4 Information that is not confidential

The provisions of this clause shall not apply to information which:

16.4.1 is or comes into the public domain through no fault of the recipient, its officers, employees, agents or contractors;

16.4.2 is lawfully received by the recipient from a third party free of any obligation of confidence at the time of its disclosure;

16.4.3 is independently developed by the recipient, without access to or use of such information; or

16.4.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the relevant party, where possible, notifies the other party at the earliest opportunity before making any disclosure.

16.5 Survival

The obligations under this clause shall survive the variation, expiry or termination of this Agreement for a period of five years thereafter.

17. TERMINATION

17.1 Termination for Cause

Either party may, without prejudice to its other rights and remedies, immediately terminate this Agreement by notice in writing to the other if the latter:

17.1.1 is in breach of any of its obligations under this Agreement and (if that breach is capable of remedy) has failed to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or

17.1.2 is unable to pay its debts (within the meaning of the Insolvency Act 1986, section 123) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction

17.2 Termination on Notice

Either party shall be entitled to terminate this Agreement for convenience on not less than three months’ written notice to the other, provided that such notice may not be issued until nine months after the Commencement Date.

17.3 Survival on Termination

Termination of this Agreement for whatever reason shall not operate to affect any provisions that expressly or by implication survive termination.

18. DISPUTE RESOLUTION

If there is a dispute between the parties in relation to any matter under this Agreement, the parties’ shall meet to try to resolve any such dispute and if they fail to do so with a reasonable time the provisions of clause 22 (Governing Law and Jurisdiction) shall apply.

19. ENTIRE AGREEMENT

This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly incorporated by reference in this Agreement. Each party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in this Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

20. NOTICES

Notices under this Agreement must be in writing and sent to the other party at the address specified in the Contract Summary (or such other applicable address for service agreed by the parties from time to time in writing). Notices may be given, and will be deemed received if correctly addressed:

20.1.1 by first-class post: two Business Days after posting;

20.1.2 by airmail: seven Business Days after posting; and

20.1.3 by hand: on delivery;

20.1.4 by email: the next Business Day from delivery provided that a delivery failure or out of office notice is not received by the sender and, in the case of any notice to terminate this Agreement, provided that a hard copy of that notice is also sent to the recipient’s registered office within two (2) Business Days of the date of the email.

21. GENERAL

21.1 Third Parties

For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any right or remedy of such a person that exists or is available apart from that Act.

21.2 Assignment

The Charity may not assign, subcontract or encumber any right or obligation under this Agreement without Chatraise’s prior written consent.

21.3 Severance

If any clause in this Agreement (or part of it) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part of it) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this Agreement as soon as possible.

21.4 Waiver

Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

22. GOVERNING LAW AND JURISDICTION

This Agreement is governed by the law of England. All disputes under this Agreement not otherwise resolved by the parties in accordance with the process set out in clause 18 (Dispute resolution) shall be subject to the non-exclusive jurisdiction of the courts of England.

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