Terms and conditions for Charities/Non-Profits

Introduction

Please read these Terms and Conditions carefully. As a member of the GiveWheel platform, each Charity and similar non-profit organisation (a “Charity” for the purpose of this agreement) is agreeing to these Terms and Conditions. If the Charity does not wish to be bound by these Terms and Conditions, the Charity should not continue to access or use any of the GiveWheel Services.

When stated, “GiveWheel”, “we”, “us” or “our” in these Charity Terms, we mean GiveWheel Limited. When we say “you” or “your”, we mean the “Charity” that is registered to GiveWheel for the provision of the GiveWheel Services.

GiveWheel operates and manages givewheel.com (the “GiveWheel Website”) and other related systems and services (such as the collection and distribution of Gift Aid) as outlined in these Charity Terms (the “GiveWheel Services”). The GiveWheel Website allows donors to make single and monthly recurring online donations to your Charity, as well as create fundraising pages (set up by a fundraiser(s) and hosted on the GiveWheel website), a web page specifically created for you and/or otherwise through a website controlled by GiveWheel. These Terms and Conditions govern the Charity's use of the GiveWheel Services.

Please note that separate terms and conditions may apply (in addition to these Terms and Conditions) for the use of specific GiveWheel Products or Services.

From time to time, GiveWheel may amend these Terms and Conditions. These Terms and Conditions supersede and replace all previous versions of the Terms and Conditions.The current version of the Terms and Conditions will be available on givewheel.com. It is the Charity's responsibility to access and check these Terms and Conditions whenever the Charity accesses or uses the GiveWheel Services.

Our Terms and Conditions and Privacy Policy will apply at all times, and you can ask us for a copy of these at any time. If you want to get in touch with us, please email us at team@givewheel.com.

Please note: Currently only charities registered in the United Kingdom are able to register for GiveWheel Services.

    Charity Terms and Conditions
  1. Your GiveWheel Term and Membership
  2. Our Fees
  3. How we will communicate with you
  4. Amending these charity terms
  5. Terminating your membership with GiveWheel
  6. Your Charity’s Obligations - Charity Account and Website Content
  7. Your Charity’s Obligations - Protection and Privacy of Personal Information
  8. GiveWheel’s Obligations - Donations and Charity Funds
  9. GiveWheel’s Obligations - Protection and Privacy of Personal Information
  10. GiveWheel’s Obligations - Records and Audit Requirements
  11. GiveWheel’s Obligations - Site Maintenance and Miscellaneous
  12. GiveWheel’s Obligations - Intermediary
  13. GiveWheel’s Obligations - Reporting and Benchmarking
  14. Gift Aid
  15. Making payments to you
  16. Your nominated bank account
  17. Transactional Information
  18. Refunding donors
  19. Incorrectly executed payments to you
  20. Licensing and Intellectual Property
  21. Confidentiality
  22. Suspension of the GiveWheel Services
  23. Force Majeure
  24. Limitation of Liability
  25. Third Party Rights
  26. Governing Law

1. Your GiveWheel Term and Membership

1.1 In order to become a member (and remain eligible to be a member) of GiveWheel, you must be registered for Gift Aid with HMRC and be:

  1. a charity that has its registered address in the UK and is registered with the Charity Commission for England and Wales, the Office of the Scottish Charity Regulator, the Charity Commission for Northern Ireland or exempt from registration; or
  2. an organisation that has its registered address in the UK.

1.2 GiveWheel will carry out all checks that we deem to be necessary to verify your identity and other related information. In certain circumstances, we may require additional verification. We may decline your application for membership at full discretion without explanation.

1.3 Once your application has been approved and GiveWheel Website systems have been set up to process payment transactions for you, you will become a member. Your membership will continue until it is ended either by you or us in accordance with Section 5.

1.4 You will not be eligible to receive any of the GiveWheel Services until:

  1. you have been notified that your application has been approved;
  2. the GiveWheel Website has been updated to show that you are a member of GiveWheel

1.5 You must tell GiveWheel immediately if you are no longer eligible to remain a member of GiveWheel under Section 5.

1.6 You shall comply with these Terms and Conditions until the membership is validly terminated.

Our Fees

or access and use of the GiveWheel Services, the Charity shall pay the subscription and transaction fees to GiveWheel set out in this agreement (together, the “Fees”).

2.1 Subscription Fees

A subscription fee (payable monthly) may apply, if the Charity has subscribed to a paid plan. GiveWheel retains the right to suspend the Charity’s use of the GiveWheel Services at any time should collection of this amount not be successful for any reason or the Charity does not pay any other amount due to GiveWheel under this agreement for any other reason. In this instance, the Charity will only be granted access to the GiveWheel Services upon receipt of any outstanding subscription fees.

No platform fees will be taken by GiveWheel. However, our payment processing fees from our payment provider, Stripe, will apply. Fees are equivalent to 1.4% + 20p per transaction for European cards (and 2.9% + 20p for Non-European cards) and will be deducted from donations. This fee will be covered by the Charity, regardless of the total transaction size. Full details on Stripe’s transaction fees can be found on their website.

2.2 Transaction Fees

No platform fees will be taken by GiveWheel. However, our payment processing fees from our payment provider, Stripe, will apply. Fees are equivalent to 1.4% + 20p per transaction for European cards (and 2.9% + 20p for Non-European cards) and will be deducted from donations. This fee will be covered by the Charity, regardless of the total transaction size. Full details on Stripe’s transaction fees can be found on their website.

2.3 The Charity hereby authorises GiveWheel, subject to local applicable laws, to deduct transaction fees from each donation before paying the balance to the Charity in accordance with Section 2.2 above.

2.4 During the payment process, GiveWheel Services will include an option for a donor to add an additional contribution to GiveWheel, in which case the transaction fees deducted from the Charity balance will be subtracted from the total transaction amount.

How we will communicate with you

3.1 We will communicate with you using the contact details we hold for you on your Charity Account. If we have reason to believe that those details are not accurate, we may communicate with you in writing at your registered address.

3.2 In the event of a suspected or actual fraud or security threat, we will contact you by email, letter or telephone (unless the law prevents us from doing so).

3.3 If you require a copy of this agreement, or any other documentation from GiveWheel in a different language (other than English), or format, like large print, please contact us using the contact details provided on givewheel.com.

Amending these charity terms

4.1 GiveWheel reserves the right to amend these Terms at any point. Continued membership of GiveWheel is considered to be continued acceptance of these Terms.

4.2 We can make changes to these Charity Terms in order to:

  1. A reasonably expected or actual change in the cost of providing the GiveWheel Services due to changing market conditions;
  2. introduce or remove GiveWheel Services, or to reflect changes to the way in which we manage GiveWheel Website, Products and Services.
  3. account for technology or system related changes;
  4. meet legal and regulatory obligations; and
  5. improve clarity or correct errors.

Terminating your membership with GiveWheel

5.1 To terminate your membership, you may send a written notice by email to GiveWheel using the contact details provided on the GiveWheel Website. Should you terminate your membership in accordance with this clause:

  1. Notice of cancellation should be received by GiveWheel no later than the 5th business day of the final month that you wish to remain as a member of GiveWheel. Your cancellation notice must include your Charity’s full name and registered charity number. Cancellation notices received by GiveWheel after the 5th business day of your final month will usually be processed in the same month. However, this cannot be guaranteed by GiveWheel;
  2. Please note that cancelling any direct debits you have set up with GiveWheel is not sufficient to cancel your Charity membership;
  3. GiveWheel will stop accepting donations on your behalf and close your Public Page within 7 business days from the date of receipt of your termination request; and
  4. These Terms and Conditions will continue to apply for 30 days, from the date of receipt of your cancellation notice. GiveWheel will continue forward any donations to your Charity in accordance with the Terms outlined in this agreement. Should GiveWheel receive donations intended for your Charity after the 30 days from the date of receipt of your cancellation notice, GiveWheel will continue to forward any donations in accordance with this agreement;

5.2 In addition to the termination rights stated above, both parties shall have the right to cancel the use (and provision) of the GiveWheel Services by written notice with immediate effect if the other party commits an act of material default, or commits any act (or threatens to do any act), that will directly damage, or is likely to damage, the reputation of the other party. An act of material default shall be considered to have occurred if:

  1. the party is wound up or a liquidator or examiner is appointed;
  2. an administration order is made in relation to the party or a receiver or an administrative receiver is appointed over or an encumbrancer takes possession of or sells all of the party's assets;
  3. the party makes an arrangement or composition with its creditors generally;
  4. the party ceases or threatens to cease to carry on its business and/or loses its charitable status or its HMRC registration;
  5. any event analogous to the events listed in sections 5.2a to 5.2d inclusive occurs in any territory in relation to the party or any step towards any such event or analogous event is taken by any person and not promptly dismissed or reversed;
  6. GiveWheel reasonably considers that it is necessary to terminate your membership (for example, it becomes apparent to GiveWheel that you have not used the payments you have received for its stated purpose / appeal, or GiveWheel reasonably suspects that you or your trustees have been involved in illegal activity. In this instance, GiveWheel may, at its sole discretion, without notice and with no liability to the Charity do one or both of the following:
  7. suspend or terminate the Charity's access and hence, use of the GiveWheel Services;
  8. suspend the payment of donations to the Charity;
  9. To the maximum extent permitted by applicable law, GiveWheel, in any event, reserves the right to withdraw the GiveWheel Services (or any part of them) from public access at any time, at its complete discretion.
  10. Should GiveWheel provide notice to you under section 5.1, GiveWheel is not required to provide you with an explanation if doing so would compromise fraud and financial crime concerns, or an investigation by your governing body or regulator, or otherwise breach confidentiality provisions that GiveWheel owes to any third party.

Your Charity’s Obligations - Charity Account and Website Content

6.1 You, “the Charity”, is responsible for maintaining the details on your Charity Account and ensuring they are up to date and accurate; this includes your internal password security control.

6.2 When you create your Charity Account, you will gain access to a password-protected user account portal accessible through the GiveWheel Website (your “Charity Account”). If you are unable to access your Charity Account, please refer to the GiveWheel Help Centre for more information, or contact us using the contact details provided on the GiveWheel Website.

6.3 As part of the GiveWheel Services, GiveWheel will provide you with a Charity Public Page to allow you to promote your vision, values and goals (“your Public Page”). You are responsible for ensuring that your Public Page is up to date and accurate.

6.4 You must not post any content on your Public Page or any other part of the GiveWheel Website (including any third party website links and the content of those linked websites) that is defamatory, obscene, misleading, breaches any right of, or duty owed to, a third party,breaches the intellectual property rights of a third party, and/or violates any regulation or applicable law.

6.5 GiveWheel is not responsible for any content created by the users of the GiveWheel (“GiveWheel Users”) or information shown on the GiveWheel Website.

6.6 Should GiveWheel be informed or otherwise possess knowledge of any offensive or unlawful information or activity on the GiveWheel Website, GiveWheel will act promptly to disable and remove access to this content. Except for as set out in section 25, GiveWheel shall not be liable to you as an intermediary between you and GiveWheel Users, or as a result of its role as the operator of the GiveWheel Website and Services.

6.7 As part of the GiveWheel Services, GiveWheel will ask you to provide quantifiable indications of social impact (“Impacts”). GiveWheel will use Impacts as the basis for quantifying, visualising and communicating a donor's social impact to the “donor”. Impacts you provide must be representative of your activities. As the Impacts are indicative, you are not obligated to use all funds received to satisfy the Impacts communicated to GiveWheel. You will have the option to verify the social impact of selected “Impacts.” In this instance, you must ensure that funds received are used for this purpose and maintain evidence which can be provided to GiveWheel upon request.

6.8 You shall maintain the required authority, permit, licence, consent, approval and/or registration to fundraise, and where applicable, for GiveWheel to fundraise on your behalf, in accordance with applicable local laws. If GiveWheel requires permits, licenses, and approvals to fundraise on your behalf, then you will provide all such assistance reasonably required at no cost to GiveWheel.

6.9 You will inform GiveWheel immediately if you:

  • are found to be engaged in immoral or corrupt practices;
  • cease to carry on operating for charitable reasons;
  • cease to have the necessary authority, permit, licence, consent, approval and/or registration for you to operate as a Charity in accordance with applicable local laws; or are subject to any investigation or inquiry which could result in the necessary authority, permit, licence, consent, approval and/or registration for you to operate as a charity in accordance with applicable local laws being suspended, revoked or withdrawn.

6.10 You will promptly provide any information reasonably requested by GiveWheel in order for GiveWheel to be able to provide the Services to you effectively.

6.11 You will ensure that, in each case where a donor is advised that his/her donation will be used for a specific purpose, appeal or outcome (including but not limited to all GiveWheel Charity Account and Fundraising pages), the donation is used only for that specific purpose, appeal or outcome.

6.12 You will comply with all applicable laws and regulations in its use of the GiveWheel Services.

6.13 You will maintain the security and confidentiality of any passwords to access the GiveWheel services. GiveWheel shall not be liable for and accepts no responsibility for misuse of any Charity Account.

6.14 The Charity represents, warrants and undertakes to GiveWheel that:

  • these Terms and Conditions have been accepted and agreed to by a sufficient number of its duly authorised representatives; and
  • any documents provided to GiveWheel as part of your application for registration or maintenance of such registration) have been or shall be executed by a sufficient number of its duly authorised representatives.

Your Charity’s Obligations - Protection and Privacy of Personal Information

7.1 This clause contains obligations set out in the EU General Data Protection Regulation, as well as any secondary legislation, regulation, and any UK national implementing laws, as updated from time to time (“the Data Protection Legislation”). GiveWheel and the Charity will comply with all applicable requirements of the Data Protection Legislation.

7.2 In all instances that your use of the GiveWheel Services results in access to any Personal Information, you will:

  • at all times assist with the responsibilities of GiveWheel, as a data controller responsible for determining how the Personal Information is processed under the provisions of the Global Privacy Laws;
  • not do, or cause or permit to be done, anything which may result in a breach by GiveWheel of the Global Privacy Laws and comply with all reasonable instructions from GiveWheel relating to the processing by the Charity of such Personal Information;
  • comply with the Local Privacy Laws in respect of the Charity's collection, use, disclosure or processing of the Personal Information;
  • abide by the lawful instructions of all data subjects in respect of the Personal Information and not do anything to compromise the security of such information;
  • not sell, trade or rent Personal Information to third parties;
  • hold the Personal Information securely and not disclose it to anyone other than GiveWheel, as agreed to by the data subject and/or as permitted by Global Privacy Laws;
  • implement adequate security, technical and organizational measures against all unauthorized, unlawful or accidental access, processing, use, erasure, loss or destruction of, or damage to, Personal Information in accordance with Global Privacy Laws, and abide by GiveWheel’s reasonable requirements to ensure the security of the Personal Information as notified to the Charity from time to time;
  • use Personal Information appropriately and only for the specific purposes as notified to the Charity from time to time, including by way of the applicable privacy policy available on GiveWheel's Website; and
  • not retain any Personal Information for longer than is necessary.

7.3 In addition to its obligations under section 7.1 and 7.2, if your use of the GiveWheel services results in access to any Personal Information and the fundraiser or donor has agreed to receive marketing communications from the Charity (as will be reflected in the Charity Account), you will only send marketing communications to the fundraiser or donor to the extent that the fundraiser or donor:

  • has indicated their preference to receive such communications; and
  • has not indicated a preference or otherwise asked to stop receiving such communications. This includes the fundraiser or donor clicking an unsubscribe link or registering with any applicable preference service (which the Charity agrees it shall, to the extent it is required to do so, check before sending any communications).

A donor will have the option to opt-in for marketing communications, upon which GiveWheel will pass on the donor’s contact details to the Charity in the ‘donorstream’ export report available via your account portal. Please not, this opt-in is not specific to an individual charity. As such, the charity is responsible for cross-checking this to any email listings the donors are already subscribed to to verify their continued email preference.

7.4 All marketing communications must also meet the requirements set out by the Fundraising Regulator (standards 9.1).

7.5 Where use of the GiveWheel Services results in access to any Personal Information relating to a fundraiser but that fundraiser has not agreed to receive marketing communications from the Charity, as will be reflected in the Charity Account, you shall only communicate with that fundraiser in relation to their specific fundraising page and shall not (unless separate consent is obtained by the Charity) communicate with that person for any other purpose (including marketing).

7.6 You shall be liable for and indemnify GiveWheel, its successors and assigns against any and all claims, actions, liabilities, losses, damages and expenses (including legal expenses) incurred by GiveWheel which arise (directly or indirectly) out of or in connection with any breach of section 7 by the Charity.

GiveWheel’s Obligations - Donations and Charity Funds

8.1 GiveWheel will receive donations on your behalf.

8.2 GiveWheel will maintain the Charity Funds within a central (Stripe) account until the funds are transferred to the respective charity.

8.3 GiveWheel will send prompt email acknowledgements to donors in respect of each donation made to the Charity via the GiveWheel Services.

8.4 GiveWheel will operate the Services so that donors can make online donations by credit or debit card, or by any other payment method made available by GiveWheel; through a Fundraising Page set up for the Charity or on the Charity's page on the GiveWheel Website. For UK-registered Charities on the ‘free’ plan, for which no monthly subscription fee is payable, the GiveWheel Services will be limited to the provision of enabling donations.

8.5 GiveWheel will set up arrangements to ensure that all donations received by GiveWheel (after deduction of payment processing charges) are:

  • paid into a Stripe account and held in trust for the Charity; and
  • paid out by automated transfer to the Charity’s validated bank account, through Stripe. For Charities on the ‘Starter’ plan, these payments will be made monthly.
  • 8.6 GiveWheel will respond to fundraisers' and donors' account enquiries that it receives.

    GiveWheel’s Obligations - Personal Information

    9.1 GiveWheel will capture and store personal information (including but not limited to) the fundraiser's and the donor's title, full name, address and email address ("Personal Information") and Gift Aid information, and at all times in accordance with local privacy laws, regulatory requirements and guidance.

    9.2 Charities should refer to the , and the for more details of how GiveWheel operates its Services, complies with Data Protection and Privacy Laws (including processing Personal Information and using cookies). Selected Personal Information shall be shared with the Charity in accordance with the terms stated under this agreement.

    9.3 To the maximum extent possible, GiveWheel will abide by the instructions of all fundraisers and donors in respect of their Personal Information.

    9.4 Subject to the Charity paying the Fees in accordance with section 2, GiveWheel will provide all Charities, including those on the ‘Starter’ plan, with access to a secure account on the Website where the Charity can view and download details of donations made to the Charity, details of payments made by GiveWheel to the Charity and updates on fundraiser and donor details (“Charity Account”).

    GiveWheel’s Obligations - Records and Audit Requirements

    10.1 GiveWheel will keep proper records of all donations and income received and expenses incurred for such period as may from time to time be required by the applicable local governmental revenue body, and maintain records which relate to the Charity and the performance of the obligations hereunder (to which the Charity may, subject to the Global Privacy Laws, have access and take photocopies of at its own expense on request and at reasonable times).

    10.2 GiveWheel will, via the Charity Account, provide each Charity with the ability to download reports outlining: the number of donations received, the value of the donations received, and the Transaction Fees deducted from the total donations in accordance with section 2.

    GiveWheel’s Obligations - Site Maintenance and Miscellaneous

    11.1 GiveWheel will comply at all times with all applicable laws and applicable authority, licence, permit or registration requirements.

    11.2 GiveWheel will undertake planned maintenance to maintain our Services.

    GiveWheel’s Obligations - Intermediary

    12.1 As operator of the GiveWheel Services, GiveWheel acts as an intermediary between the Charity and each user of the GiveWheel Services, including companies. Whilst the Charity and the individual user information resides on the GiveWheel Services, GiveWheel does not check or exercise any editorial control over the content of such information.

    12.2 In the event that GiveWheel is made aware of or has knowledge of any unlawful activity or information on the GiveWheel Services, GiveWheel shall promptly act to remove or disable access to the information. GiveWheel shall not be liable to the Charity as a result of its role as intermediary and is not required to notify the Charity of any such removal or disablement of access to information.

    GiveWheel’s Obligations - Reporting & Benchmarking

    13.1 During the term of your Charity's membership, you acknowledge that analytics may be collated around donations on the GiveWheel platform, including data relating to the Charity. This information may be disclosed to third parties for reporting purposes and performance benchmarking.

    Gift Aid

    14.1 Users who make a donation to your Charity (a “donor'') using the GiveWheel Services will have the option, where appropriate and subject to donor eligibility, to add Gift Aid to their donation. By agreeing to these Terms and Conditions, you acknowledge that GiveWheel does not collect Gift Aid on your behalf.

    14.2 GiveWheel will, however, provide the Charity with the ability to download a spreadsheet containing all donation details and eligibility criteria, which the Charity can use to claim Gift Aid.

    14.3 At all times, a donor is responsible for informing and updating GiveWheel as to their respective eligibility to claim Gift Aid. GiveWheel is not responsible for use of inaccurate or out of date information provided by a donor. As such, you agree that GiveWheel shall have no further liability to you in respect of such claims or sums.

    Making payments to you

    15.1 No cardholder data will be stored or processed by GiveWheel / on GiveWheel’s servers. All payment information will be processed by Stripe.

    15.2 GiveWheel will only make payments to the Stripe account you link from your Charity portal. Payment will not be made by any other means.

    15.3 If you provide us with (or let us continue to use) incorrect or out-of-date information about your Stripe account, we will not be responsible if the payment is not made, it is delayed, or it is made incorrectly as a result of that information.

    15.4 We will payout any pending balances to your Stripe account on a regular monthly basis. GiveWheel will aim to transfer any pending balances by the 10th of the following month. If your Stripe balance has not changed after this date, please contact us using the contact details provided on our website.

    15. 5For any Stripe related queries regarding setting up and navigating your Stripe account, please contact Stripe using the details provided on their website.

    15.6 If you are not a registered charity, GiveWheel reserves the right to donate the money to another charitable or community organisation at its full discretion.

    15.7 All payments will be sent to your Stripe account. GiveWheel will not make a payment of any kind to you if we are not reasonably satisfied that:

    1. the information related to the payment is correct;
    2. the transaction not related to fraudulent activities of any kind and is legal; and/or
    3. you have provided satisfactory authorisation.

    15.8 If a payment to your account is unsuccessful or a Stripe account is not linked, GiveWheel will hold onto the money as pending and make all reasonable efforts to contact the Charity.

    Your nominated bank account

    16.1 You will have the ability to nominate a bank account for withdrawals after you start receiving payments from GiveWheel into your Stripe account.

    16.2 Any cash withdrawal requests will be processed by Stripe. For any queries, issues or delays concerning balance payouts to this nominated bank account, please contact Stripe directly.

    Transactional Information

    17.1 GiveWheel will make all information about all of the payments that we receive for you, and any Fees and payments that we make to you, available on your Charity Account. We may email you to let you know when the information is available for you to review, unless requested otherwise.

    17.2 You must read the information referred to in Section 15 carefully. Contact us immediately using the contact details displayed on the GiveWheel Website if you believe there may be an issue with any transaction.

    Refunding donors

    18.2 If a donor notifies GiveWheel that a donation that appeared to be intended for you was made by mistake or unauthorised, you agree that:

    1. GiveWheel can refund the donor and hence no payment will be due to you if we have not passed the payment to you under section 15;
    2. In the instance that we have already passed the payment to you under section 15 and the donor has made a successful chargeback claim in relation to the payment and/or GiveWheel is reasonably satisfied that the donor made the payment by mistake or did not authorise it, you will make the appropriate arrangements to refund the money to the donor by contacting them directly.

    Incorrectly executed payments to you

    19.1 In the instance that GiveWheel incorrectly transfers donations or any other payments to you, and the account details you have provided to Stripe are correct and up-to-date, we will amend your transaction history in your Charity Account to display the correct transaction detail.

    Licensing and Intellectual Property

    20.1 All intellectual property rights in any material (including text, photographs and other images, trademarks and logos) contained in the GiveWheel Services have either been licensed to GiveWheel by the rights owner(s), or is owned by GiveWheel. Nothing in these Terms and Conditions shall operate as an assignment of any such intellectual property rights.

    20.2 You, “the Charity,” hereby grants to GiveWheel, its affiliates and its partners a non-exclusive, worldwide and royalty-free licence to use your name and logo in connection with the performance and promotion of the Services, and licence to use these materials as part of any products or services produced by GiveWheel.

    20.3 The licence shall terminate automatically on valid termination of your membership in accordance with section 5.

    20.4 The Charity shall be liable for and shall indemnify GiveWheel, its successors and assigns against any and all claims, actions, liabilities, losses, damages and expenses (including legal expenses) incurred by GiveWheel which arise (directly or indirectly) out of or in connection with any third party demand, claim or action alleging infringement of the third party’s intellectual property rights.

    20.5 GiveWheel grants you a non-exclusive, worldwide licence to use its logo, graphics and other GiveWheel images (excluding submitted content such as photographs), such use to be in accordance with the “GiveWheel Brand Guidelines” (as found on the GiveWheel website and updated from time to time) and any directions issued by GiveWheel. GiveWheel reserves the right to revoke this licence or amend the GiveWheel Brand Guidelines at any time. All goodwill related to GiveWheel’s logo and brand will at all times remain with, and remain property of GiveWheel.

    20.6 Except for as set out in section 5 (termination), the licences provided in this section 20 shall terminate automatically when your membership comes to an end. However, you acknowledge and agree that GiveWheel may not remove the content generated by a member or information displayed on the GiveWheel website unless requested to do so by the member and, to the extent required by GiveWheel, you will continue to grant a licence in accordance with section 20.

    Confidentiality

    21.1 Information that you provide to us (and we retain about you) of a sensitive and confidential nature will not be disclosed to anyone, other than:

    1. where the disclosure is made with your consent;
    2. where legally required or have a public duty to disclose;
    3. where the information is already in the public domain and not as a result of us breaching our confidentiality commitments to you; and/or
    4. to third parties to whom GiveWheel is required to disclose this information in order to perform for the GiveWheel Services, subject to confidentiality provisions.

    Suspension of the GiveWheel Services

    22.1 For any reason, GiveWheel may (at its sole discretion) without liability to the Charity, suspend the operation from time to time of any of the GiveWheel Services in full or in part at any time, for example, but without limitation, for repair / maintenance work or in order to update or improve the GiveWheel Services. We will try to inform you in advance of a suspension, but this may not always be possible. GiveWheel is not liable to you for any loss you may suffer as a result of the suspension of the GiveWheel Website.

    22.2 GiveWheel reserves the right, at its complete discretion, to withdraw the GiveWheel Website and the associated GiveWheel Services from public access at any time. We will use all reasonable endeavours to notify you in advance and provide any support required, in the event that GiveWheel intends to rely on this clause.

    Force Majeure

    23.1 We will not be liable to you for any breach of this agreement where the circumstances giving rise to the breach were due to abnormal and unforeseeable circumstances beyond our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary.

    Limitation of Liability

    24.1 Nothing in this agreement shall act to exclude or limit GiveWheel’s, or the Charity’s, liability for fraud, or for death or personal injury resulting from its negligence or that of its agents, employees or subcontractors, or for any other liability that cannot be lawfully excluded. In no event, except as set out in this agreement, will GiveWheel be responsible for indirect losses which happen as a side effect of the main loss or damage, and which are not foreseeable by GiveWheel and your organisation (such as loss of opportunity or profits).

    24.2 The Charity acknowledges and agrees that the GiveWheel Services its use of the GiveWheel services is at their own sole risk. GiveWheel Services are provided on an “as is” and “as available” basis. GiveWheel does not guarantee continuous, uninterrupted, virus or error free or secure access to our Services. Operation of these Services may be interfered with by factors outside of GiveWheel’s control. Except as expressly set out in these Terms and Conditions, on this basis, GiveWheel does not enter into conditions, warranties or other terms in relation to the GiveWheel Services, and they are excluded to the fullest extent permissible by law.

    24.3 GiveWheel shall not be liable in any event (whether for breach of contract, negligence or for any other reason) for any loss or damage which the Charity may claim to have suffered by reason of its (or any donor, fundraiser or other user) accessing and use of (or inability to access and use) any part of the GiveWheel Services, including, but not limited to, loss of profits, exemplary or special damages, loss of sales, loss of Gift Aid, loss of donations, loss of revenue, loss of goodwill, loss of any software or data, loss of bargain, loss of opportunity, loss of use of computer equipment, software or data, loss of or waste of management or other staff time, or for any indirect, incidental consequential or special loss, however arising.

    24.4 Subject to the other terms of this section 24, GiveWheel’s total aggregate liability arising under or in connection with the Charity (or any donor or other user) accessing and using, or inability to access and use, the GiveWheel Services shall be limited to the total fees paid under this agreement by the Charity during the preceding 12 months period ending on the date the circumstances giving rise to the liability arose.

    24.5 From time to time, we may change the content and format of the GiveWheel Services. You should refresh its browser each time it visits the GiveWheel Website to ensure that you download the most up to date version of the Website, including the latest version of these Terms and Conditions.

    24.6 You acknowledge that you use the GiveWheel Website at your own risk and GiveWheel is not liable for loss or damage that you may suffer through use of the GiveWheel website.

    Third Party Rights

    25.1 A person who is not a party to these Charity Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Charity Terms.

    Governing Law

    26.1 This agreement, and any contractual or non-contractual claim arising out of or in connection with your use of the GiveWheel Services, are governed by the law, and subject to the jurisdiction of the courts of the country set out in these country specific terms.

    26.2 English law applies to this agreement and any matters will be dealt with by the courts of England and Wales. If your registered address is in Scotland, Scottish law applies and any matters will be dealt with by the Scottish courts. If your registered address is in Northern Ireland, Northern Ireland law will apply and any matters will be dealt with by the Northern Irish courts.

    26.3 GiveWheel and the Charity shall comply with all applicable laws and regulations at all times, including but not limited to:

    1. all laws relating to anti-bribery and anti-corruption (as amended from time to time) including, but not limited to the Bribery Act 2010;
    2. all laws relating to anti-slavery and human trafficking (as amended from time to time) in force including but not limited to the Modern Slavery Act 2015; and
    3. all laws relating to tax evasion (as amended from time to time) including but not limited to the Criminal Finances Act 2017.

08-11-2020