Terms of Services – Business

AGREEMENT FOR THE PROVISION OF CHARITY BUTTON ADD-ONS & ONLINE DONATION SERVICES ON

WWW.CLICKSHELP.COM

BETWEEN:

  1. CLICKS HELP B.V., trading as CLICKS HELP
    Company registration number: 70099669
    Registered Office: B Building, 400 Johan Huizingalaan, 1066 JS, Amsterdam, Netherlands
    (Hereafter “CLICKS HELP”) and

  1. CHARITY ORGANISATION [ insert name ], a company incorporated, having its registered office at [address], registered under number [**] (the “Charity”),

WHEREAS

  1. CLICKS HELP owns and operates the website www.clickshelp.com (the “ Website”);

  2. The Website facilitates the creation of Charity Button Add-Ons and the making of on-line donations in the form of monies to any charity that is registered as a member charity via the Website (“ Member Charity”);

  3. The Charity desires to become a Member Charity in order to receive donations;

  4. CLICKS HELP has agreed to allow the Charity to register as a Member Charity and to process payment of donations to the Charity, subject to the terms and conditions set out herein.

TERMS & CONDITIONS

NOW IT IS AGREED as follows:-

  1. DEFINITIONS AND INTERPRETATION

    1. In this Agreement, the following expressions shall have the following meanings unless the content otherwise admits:

      “Charity Content”

      means all material that the Member Charity posts or uploads to the Website, and which may include logos, graphics, pictures, any other information

      “Business Client”

      means an Organisation who agrees to make a Money Donation

      “‘Intellectual Property”

      any patent, copyright, database right, registered design, unregistered design right, trade mark or other intellectual property protection in any part of the world, any application for any such protection, any rights in respect of any secret process, know-how or other confidential information, in any part of the world, and any extension or renewal of any such protection or rights and “ Intellectual Property Rights” shall be construed accordingly;

      “CLICKS HELP Platform Fee”

      means the platform fee charged by CLICKS HELP to the Business Client in respect of each Donation as set out in Schedule 1;

      “Money Donation”

      means a donation in the form of money that is received by CLICKS HELP for the Charity via the Online Donation Facility;

      “Online Donation Facility”

      the meaning given in Schedule 1;

      “Privacy and Data Protection Requirements”

      the Personal Data Protection Act and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Dutch Data Protection Authority or any other supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction.

      “Services”

      the services specified in Schedule 1;

      “Term”

      means the term of this Agreement, as more particularly described in clause 2.3;

      “Working Day”

      means any day excluding Saturdays, Sundays, bank holidays and public holidays

    2. In this Agreement, unless the context otherwise requires,reference to:

      1. the singular includes a reference to the plural and vice versa and reference to any gender includes a reference to all genders;

      2. any reference to “persons” includes natural persons, firms, partnerships, companies, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);

      3. the Parties or any one of them shall include their successors in title and permitted assignees;

      4. any phrase introduced by the terms “include” or “including” or any similar expression shall be construed as illustrative and shall not limit the sense of the preceding words.

      5. The headings in this Agreement are used for convenience only and shall not affect the interpretation or validity of this Agreement.

  2. AGREEMENT

    1. The Charity may register as a charity on the Website strictly in accordance with the terms and conditions set out in this Agreement.

    2. In consideration for payment of the CLICKS HELP Processing Fee, CLICKS HELP shall provide the Services in accordance with Schedule 1.

    3. This Agreement shall take effect on the day that the Charity applies to register as a Member Charity with CLICKS HELP, and shall run until terminated under clause 14.

  3. FEES

    1. Member Charities do not pay fees to receive their donations on the platform. 100% of the stated donations are paid to the Charity.

    2. Clicks Help charges Business Clients separately from the donations. Platform Fees for Business Clients are on a simple, reducing scale, depending on the monthly value of donations. (There are no fees charged during the Free 2 week A/B trial.)

      Value of Donations (monthly) % Platform Fee
      FIRST €1-50 40%
      NEXT €51-250 30%
      NEXT €251-2,500 20%
      NEXT €2,501+ 10%

      Administration charges associated with the collection & payment of donations are paid by Clicks Help.

  4. TRANSFER OF DONATION PROCEEDS

    1. Proceeds will be remitted on a monthly basis to the Member Charity bank account via our 3rd Party payment platform, Stripe. Clicks Help does not hold the Charity funds.

    2. Clicks Help is not liable for donations that have not been received from the Business Client.

  5. INFORMATION ON DONATIONS

    1. All Member Charities have access to a “Live Dashboard” that shows in real time the Donations which have been made to the Charity.

    2. CLICKS HELP will provide the Charity with a monthly report which indicates the Donations which have been made to the Charity for that calendar month.

    3. CLICKS HELP makes reasonable efforts to ensure that the information displayed in the report is accurate but makes no warranty as to the accuracy, reliability or currency of any information in the report or the Website and shall under no circumstances be liable for any misrepresentation or misreporting of Donations to the Charity in the Report or on the Website, however arising.

    4. CLICKS HELP will not sell, trade or rent Personal Information to third parties.

  6. DATA PROCESSING

    1. Each party shall comply with the Privacy and Data Protection Requirements and shall not do anything which may cause the other party to infringe them.

    2. Each party warrants that it has made all registrations required of it under any applicable data protection legislation and in respect of any Personal Information and Personal Data (as defined in the Personal Data Protection Act) processed by a party in connection with this Agreement, and each party warrants to the other that it complies, and shall continue to comply, with all applicable provisions of the Privacy and Data Protection Requirements.

    3. Each party warrants to the other that it has in place and undertakes to maintain throughout the Term appropriate technical and organisational measures against the accidental, unauthorised or unlawful processing, destruction, loss, damage, or disclosure of any Personal Information and/or Personal Data and adequate security programs and procedures to ensure that unauthorised persons do not have access to any equipment used to process such Personal Information or Personal Data.

    4. To the extent (but only to the extent) that either party processes Personal Data on behalf of the other Party and of which the other party is a data controller (the “Controller”), that Party will act as the Controller’s data processor, and agrees that it will:

      1. only deal with and process Personal Data in compliance with, and subject to, the instructions received from the Controller and in compliance with this Agreement;

      2. adopt and maintain appropriate (including organisational and technical) security measures in dealing with Personal Data in order to protect against unauthorised or accidental access, loss, alteration, disclosure or destruction of such data, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of Processing; and

      3. take all reasonable steps to ensure that (i) persons employed by it, and (ii) other persons employed at its place of work, are aware of and comply with this clause 6.4.

  7. CONFIDENTIALITY

    1. Neither party shall disclose to any other person or use for an unauthorised purpose any confidential information disclosed by or obtained from the other party, except to the extent that the information is now or subsequently becomes public knowledge through no fault of the party in question or as required by law or a regulatory authority.

  8. INTELLECTUAL PROPERTY

    1. Each party shall retain all rights (including Intellectual Property Rights) in respect of any material created by that party, including any material relating to the Services which was created prior to the date on which this Agreement came into force.

    2. For the avoidance of any doubt, all rights in each party's name and logo shall belong absolutely to that party and the other party shall not acquire any rights (including goodwill) in the same at any time except for the licences set out in clause 20.2 and 20.3.

  9. CHARITY WARRANTIES

    1. The Charity warrants that:

      1. its annual compliance obligations are fully up to date;

      2. as of the date of signing this Agreement it has the necessary authority, permit, licence, consent, approval and registration for it to fundraise (and where applicable for CLICKS HELP to fundraise on its behalf) and further warrants that its fundraising activity through the Website will be conducted strictly in accordance with applicable laws and with applicable codes and guidelines for fundraising, and shall remain so for the duration of its registration as a Member Charity with the Website;

      3. it will inform CLICKS HELP immediately if, for any reason it ceases to comply with 9.1.1. or 9.1.2;

      4. it has the capacity to enter into this Agreement;

      5. it will comply with Privacy and Data Protection Requirements in its collection, use, disclosure or processing of Personal Information and Personal Data;

      6. it will take all reasonable measures to ensure the security of Personal Information and Personal Data and not disclose it to third parties; and

      7. it will only communicate with Business Clients where they have agreed to receive further information from the Charity.

      8. It will only actively encourage users / web traffic to a Business Clients site, when the Business Client has given express permission to do so.

  10. WEBSITE CONTENT

    1. CLICKS HELP acts as a platform for MemberCharities to communicate with Business Clients of the Website and facilitates the Charity uploading Charity Content to the Website. CLICKS HELP does not check or exercise any editorial control over the Charity Content, except as may be required by applicable local laws. The Charity acknowledges that it is solely responsible for Charity Content, represents that it has all necessary rights to post and display the Charity Content onteh Website and to grant the licence to CLICKS HELP as set out in clause 20.

    2. CLICKS HELP shall use reasonable efforts to ensure that Busines Clients in the specific sectors / business areas outlined by the Member Charities, are not permitted to be associated with those Member Charities.

    3. CLICKS HELP shall notify MemberCharities by email when a Business Clients registers to use their MemberCharity for advertising / fundraising purposes. The MemberCharity has the right to block specific Business Clients with immediate effect.

    4. CLICKS HELP shall use reasonable efforts to remove any libellous, defamatory, obscene or inaccurate material from the Website on becoming aware that such content has been posted or displayed on the Website.

    5. CLICKS HELP shall not be liable under contract, tort, equity or otherwise for any loss of any nature suffered by the Charity or any person as a result of Charity Content on the Website.

  11. PROFESSIONAL FUNDRAISER STATUTORY STATEMENTS

    1. CLICKS HELP will provide the following statutory statement to members of the public using the Website:

      The full amount of shown on CLICKS HELP button add-ons will be transferred to the appropriate Charity after it has been received from the Busines Client. Clicks Help charges the Business Client monthly subscription fees based on their level of functionality and an additional 20% platform fee on all donations made on the platform. Member Charities are not charged to use the service.

  12. INDEMNITY

    1. The Charity shall indemnify CLICKS HELP and hold it harmless in respect of any loss, damages, proceedings, suits, third party claims, judgements, awards, expenses and costs (including legal costs) incurred by or taken against CLICKS HELP as a result of:

      1. any inappropriate use of Donations by the Charity;

      2. any breach of clause 9; and

      3. any breach of clause 10 and/or the Charity Content infringing or violating the rights (including Intellectual Property rights) of any third party..

  13. TAX LIABILITIES

    1. The Charity shall be responsible for all tax liabilities howsoever arising in respect of the Donations received by the Charity under this Agreement.

    2. Should the Charity be unable to comply with the warranty at clause 9.1.1. at any time, it will notify CLICKS HELP within (3) Working Days.

  14. TERMINATION

    1. Either party may terminate this Agreement by giving one month’s written notice to the other.

    2. This Agreement may be terminated immediately by CLICKS HELP if:

      1. The Charity ceases to be a registered charity or is otherwise ineleigible to receive Donations;

      2. The Charity is in material breach of this Agreement and has failed to remedy the breach after receiving a written request from CLICKS HELP to remedy the breach.

  15. CONSEQUENCES OF TERMINATION

    1. On termination of this Agreement for any reason:

      1. the Charity shall immediately cease to be registered as a Member Charity with the Website;

      2. any Donations received by CLICKS HELP prior to the date of termination shall be transferred in accordance with the terms of this Agreement;

  16. VARIATION

    1. No variation of the terms and conditions of this Agreement will be valid unless confirmed in writing by each of the parties.

    2. The Charity may not assign, transfer or otherwise dispose of its rights or obligations under this Agreement. CLICKS HELP shall be free to assign this Agreement or any part thereof without the consent of the Charity.

  17. LIMITATION OF LIABILITY

    1. The total aggregate liability of CLICKS HELP under or arising out of this Agreement to the Charity shall be limited to a sum equal to the total fees earned and received by CLICKS HELP from Donations relating to that Charity.

    2. For the avoidance of doubt, in no event shall CLICKS HELP be liable to the Charity for any consequential losses, whether lost future revenues, lost future profits, damage to goodwill or reputation, expenditure incurred to no benefit or otherwise) suffered or incurred by the Charity:

      1. because this Agreement has been terminated; or

      2. as a result of any interruption or suspension of the Website for any reason.

  18. GENERAL

    1. If any provision or term of this Agreement or any part thereof shall become or be declared illegal, invalid or unenforceable for any reason whatsoever including but without limitation by reason of the provisions of any legislation or other provisions having force of law or by reason of any decision of any court or other body or authority having jurisdiction over the parties to this Agreement, such terms or provisions shall be divisible from this Agreement and shall be deemed to be deleted from this Agreement in the jurisdiction in question, provided always that if any such deletion substantially affects or alters the commercial basis of this Agreement, the parties shall negotiate in good faith to amend and modify the provisions and terms of this Agreement, as may be necessary or desirable in the circumstances.

    2. Notices and other communications to any party to this Agreement required or permitted hereunder or any proceedings relating hereto shall be in writing and will be sufficiently served if delivered by hand, or if sent by facsimile or electronic mail. In the absence of evidence of earlier receipt, a notice shall be deemed given if:

    3. delivered personally or by courier, when left at the relevant address;

    4. if sent by post other than airmail, two Working Days after posting;

    5. if sent by air mail, five Working Days after posting; and

    6. if sent by facsimile or email, on completion of the transmission, provided that the sender can produce successful delivery report.

    7. All disputes between the parties arising out of or in any way relating to the Agreement or any other disputes between the parties in any way connected with the subject matter of the Agreement shall be governed by the laws of the Netherlands and the parties hereby submit to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands for the purpose of any proceedings arising out of or in any way relating to the Agreement or any other proceedings in any way connected with its subject matter.

    8. CLICKS HELP will perform its obligations pursuant to this Agreement with reasonable care and skill and in accordance with all applicable regulations and standards.

    9. CLICKS HELP shall take all necessary steps to protect vulnerable people and other members of the public, including potential Donors and Item Purchasers from unlawful or undesirable intrusions of privacy, unreasonable persistent approaches for the purposes of soliciting or otherwise procuring money or other property, from undue pressure to give money or other property.

    10. None of the provisions of this Agreement shall be deemed to constitute a partnership between the parties, or constitute either party the servant or employee of the other, save as expressly provided herein.

    11. This Agreement shall not be amended, modified, varied or supplemented except in writing signed by the parties or an authorised representative of the parties.

    12. No waiver by either party to this Agreement of any breach by the other party of any of the terms of this Agreement or the acquiescence of such party in any act which but for such acquiescence would be a breach as aforesaid will not operate as a waiver of any subsequent breach of the same or any other provision.

    13. This Agreement may be executed by the parties to this Agreement on separate counterparts, each of which when executed shall constitute the original and all such counterparts together constitute but one and same instrument.

  19. RECORD KEEPING, RIGHTS OF INSPECTION

    1. Each party shall apply proper financial and management systems and properly maintain and update records, for the Term and maintain them for at least two years after termination or expiry of this Agreement.

    2. Each party shall on reasonable notice and at reasonable times and otherwise in accordance with the other’s reasonable instructions, permit any authorised representative of the other, and in the case of CLICKS HELP, any funder or regulator of the Charity requiring such access under its arrangements with the Charity, to inspect and take copies of any of the records and CLICKS HELP shall procure for the Charity and such funders and regulators the same rights in respect of all of CLICKS HELP’s sub-contractors.

  20. PUBLICITY and LICENCES

    1. The Charity hereby gives CLICKS HELP the right to advertise and/or publicly announce that it has entered into this Agreement and the existence thereof for promotional or marketing purposes in accordance with the Terms of this Agreement.

    2. The Charity hereby grants CLICKS HELP a licence to use the Charity’s name and logo on the Website and in promotional material for all purposes arising in connection with this Agreement. The Charity grants CLICKS HELP a non-exclusive, worldwide, royalty-free, licence to use, display, edit, modify, reproduce, distribute and store the Charity Content on the Website and in any format

    3. CLICKS HELP hereby grants the Charity a licence to use the name and logo of CLICKS HELP in promotional material for all purposes in accordance with the terms of this Agreement.

    4. Subject to clause 20.1, neither party shall make a public or press announcement regarding the subject matter or terms of this Agreement except with the written approval of the other party or as required by the Charity Commision or other regulatory authority. A party required to make an announcement shall consult the other party.

SCHEDULE 1

Services

CLICKS HELP processing and collecting for, and distributing to the Charity the Money Donations.

Online Donation Facility

Providing a Service where Business Clients are able to make online money donations to their chosen Member Charity.

CLICKS HELP Processing Fee

Please refer to section 3.2 for variable fee charged additionally to the Business Client

No fees are charged to Member Charities.