Our policies & practices

Learn about the legal side of Percent. Here’s where you’ll find information on our terms of business.

Standard Terms & Conditions

    • 1.1      INTERPRETATION

    1.2      These Standard Terms together with any attached schedules, any Additional Service Terms, the Engagement Letter and any Service Orders, set out the basis upon which Percent will provide the Services to the Client.

    1.3      The definitions and rules of interpretation in this paragraph apply in these Standard Terms. Capitalised terms used in these Standard Terms shall have the meaning given to them in the Engagement Letter, unless otherwise defined herein.

    1.4      Definitions:

    Additional Service Terms: means any additional Percent terms and conditions which apply to a specific service, as attached to the Engagement Letter.

    Agreement: means the Engagement Letter, any Service Order, these Standard Terms, any Additional Service Terms which apply to Services purchased by the Client, together with any attached schedules.

    API: any application programming interface provided by Percent which, once configured, enables the Client to connect to access the Services or any one of them.

    Authorised Users: those employees, agents and independent contractors of the Client who are authorised by the Client to use the Services, as further described in paragraph 2.2.

    Business Day: a day other than a Saturday, Sunday or public holiday in England.

    Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

    Client: shall have the meaning given in the Engagement Letter.

    Client Account: the limited rights purchased by the Client pursuant to these Standard Terms which entitle an Authorised User to access and use the Services in accordance with these Standard Terms.

    Data: the data inputted by the Client, Authorised Users or Percent on their behalf, or data collected via the Platform or API, for the purpose of using the Services.

    Data Protection Legislation: means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (the “DPA 2018”); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

    Derived Data: any data which has been combined or aggregated (wholly or in part) with other data or information or adapted such that it cannot be identified as originating or deriving directly from the data and cannot be reverse-engineered such that it can be so identified.

    Donation Service: Percent’s facilitation of the Client’s payment of a Donation to a Nonprofit in accordance with the Donation Services Additional Terms, if purchased by the Client under a Service Order.

    Donation Service Additional Terms: means the additional terms and conditions which apply to the Charitable Donation Service.

    Engagement Letter: the engagement letter agreement between the Client and Percent, pursuant to which Percent shall provide the Services to the Client.

    Effective Date: the date of signature of Engagement Letter by both parties.

    Fees: the fees payable by the Client to Percent for the Service(s) and use of the Platform (if applicable), as set out in a Service Order and as may be amended from time to time in accordance with paragraph 8 (Charges and payment), for the right to use the Services and/or the Platform pursuant to these Standard Terms.

    Initial Subscription Term: means the period commencing on the Effective Date and continuing for the period specified in the relevant Service Order.

    Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

    Marks: means: –

    (a)       any trade marks, trade names, service marks, trade dress, logos, URLs and domain names;

    (b)      any identifying slogans and symbols;

    (c)       any abbreviation, contraction or simulation of any of the items in paragraph (a) or paragraph (b); and

    (d)      the “look and feel”,

    of a party to this Agreement, whether or not registered.

    Nonprofit Data: a set of data which Percent owns or has the rights to use in order to perform the Vetting & Validation Service.

    Notices: has the meaning given in paragraph 24.1.

    Personal Data: has the meaning given to such term in the Data Processing Agreement.

    Percent: has the meaning given in the Engagement Letter.

    Platform: the platform operated by Percent to facilitate the payment of Donations from the Client to Nonprofits

    Privacy Policy: Percent’s privacy policy which explains what Personal Data Percent collects and how it uses, process and stores such data.

    Renewal Term: has the meaning given in paragraph 14.1.

    Services: the Services listed in the Service Order which Percent will provide to the Client in accordance with the terms of the Agreement.

    Service Order: the service order attached to the Engagement Letter.

    Services Start Date: the date set out in the relevant Service Order.

    Software: the online software applications provided by Percent as part of the Services, including the Platform, and any API (or other communications method agreed to by the Client and Percent).

    Subscription Term: the period, comprising the Initial Subscription Term and any Renewal Terms entered into pursuant to paragraph 14.1.

    UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

    Usage Data: any usage and statistical data relating to the Client’s use of the Services.

    Vetting & Validation Service: Percent’s Nonprofit vetting and validation service, if purchased by a Client under a Service Order.

    Vetting & Validation Service Additional Terms: means the additional terms and conditions which apply to the Vetting & Validation Service.

    Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.

    Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

    1.5      A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

    1.6      A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

    1.7      Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

    1.8      Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

    1.9      A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Standard Terms.

    1.10    A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Standard Terms under that statute or statutory provision.

     

    1. RIGHT TO USE

     

    1.11    Subject to the Client paying the applicable Fees in accordance with paragraph 8, the restrictions set out in this paragraph 2, paragraph 3 and the other terms and conditions of these Standard Terms, Percent hereby grants to the Client a non-exclusive, non-transferable right, without the ability to grant such right to third parties, to permit the Authorised Users to use the Services during the Subscription Term, solely for the Client’s internal business operations.

    1.12    In relation to the Authorised Users, the Client undertakes that:

    1.12.1 If applicable, each Authorised User shall keep a secure password for their use of the Services, that such password shall be changed regularly and that each Authorised User shall keep their password confidential; and

    1.12.2 it shall maintain a record of current Authorised Users and provide such list to Percent within 5 Business Days of Percent’s written request.

    1.13    The rights provided under this paragraph 2 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.

     

    1. RESTRICTIONS

     

    1.14    During the course of its use of the Services, the Client shall not access, store, distribute, transmit or submit any Viruses or any material that is, or potentially is, offensive, explicit, illegal, harmful or prejudicial to any person or property. Percent reserves the right, without liability to the Client or prejudice to its other rights, to delete or disable the Client’s access to any material that breaches the provisions of this paragraph.

    1.15    The Client shall not:

    1.15.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Standard Terms:

    (a)       attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or

    (b)      attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

    1.15.2 access or use all or any part of the Software and Services in order to build a product or service which competes with the Services or the business of Percent; or

    1.15.3 use or facilitate the use of the Software, Services other than as expressly permitted by the terms of these Standard Terms.

    1.16    The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and/or Services and, in the event of any such unauthorised access or use, promptly notify Percent.

    1.17    In the event of:

    1.17.1 any use of the Services by Client personnel other than by Authorised Users; or

    1.17.2 any use of the Services by Authorised Users that in Percent’s reasonable judgment threatens the security, integrity or availability of the Services (or services provided by Percent to its other Clients); or

    1.17.3 any use of the Services that breaches the provisions of paragraphs 3.1, 3.2 or 3.3; or

    1.17.4 any use of the API by any third party;

    Percent reserves the right, without liability to the Client or prejudice to its other rights, to suspend its provision of the Services, provided that Percent will use commercially reasonable efforts to notify the Client and provide the Client with an opportunity to remedy such violation or threat prior to such suspension.

     

    1. SERVICES

     

    1.18    Percent shall make available the Services to the Client during the Subscription Term, subject to the Client’s compliance with any specifications, installation instructions and systems requirements for the Services and API (or other communications methods as agreed by the Client and Percent) as notified to the Client by Percent.

    1.19    Percent shall provide the Client with the Services indicated in the relevant Service Order, subject to the terms of these Standard Terms, any applicable Additional Terms, and subject to any limitations, exclusions or system requirements notified by Percent to the Client in writing.

    1.20    If the Client has purchased the Donation Service, as agreed in a Service Order, then the Donation Service Additional Terms shall also apply.

    1.21    If the Client has purchased the Vetting & Validation Service, as agreed in a Service Order, then the Vetting & Validation Service Additional Terms shall also apply.

    1.22    If the Client has purchased the Implementation Service, then the Implementation Service Additional Terms shall also apply.

     

    1. PERSONAL DATA

     

    1.23    Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5.1 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 7, the terms “Controller”, “Processor”, “Personal Data” and “Data Subject” shall have the meaning given to them in the Data Protection Legislation.

    1.24    The Client and Percent agree and acknowledge that for the purpose of the Data Protection Legislation:

    1.24.1 the Client is the controller and Percent is the processor.

    1.24.2 Percent will use the Personal Data in accordance with the Privacy Policy.

    1.24.3 the Client retains control of the Personal Data which it provides or makes available to Percent.

    1.24.4 the Client remains responsible for its compliance obligations under the applicable Data Protection Legislation, including but not limited to providing any required notices and obtaining any required consents, to enable Percent to process the data in accordance with the Privacy Policy and subject to the terms of this Agreement.

     

    1. PERCENT’S RIGHTS AND OBLIGATIONS

     

    1.25    During the Subscription Term, Percent undertakes that the Services will be performed with reasonable care and skill.

    1.26    The commitments contained in paragraph 6.1 shall not apply to the extent of any non-conformance which is caused by, and Percent is not responsible for any delays, delivery failures, or any other loss or damage resulting from:

    1.26.1 use of the Services contrary to Percent’s instructions, or modification or alteration of the Services by any party other than Percent or Percent’s duly authorised contractors or agents; or

    1.26.2 the transfer of data over communications networks and facilities, including the internet (and the Client acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities); or

    1.26.3 any period of force majeure as defined in paragraph 15; or

    1.26.4 the Client’s failure to fulfil its responsibilities as set out in these Standard Terms.

    1.27    Notwithstanding the foregoing, Percent does not warrant that:

    1.27.1 the Client’s use of the Services will be uninterrupted or error-free;

    1.27.2 that the Services, and/or the information obtained by the Client through the Services will meet their requirements; or

    1.27.3 the Software or the Services will be free from Vulnerabilities or Viruses.

    1.28    Percent shall have the right to use the Client’s name and Marks (a) in a list of Percent’s Clients in any medium or in any link from the Software or Services to the Client’s website, and (b) in any medium for promotional, marketing and financial reporting purposes. The Client warrants that it has in place and will maintain all necessary rights or licences in respect of the Client’s name and Marks in order for Percent to exercise its rights under this paragraph 6.4.

    1.29    With the Client’s prior written approval, not to be unreasonably withheld or delayed, Percent shall have the right to use the Client’s name and Marks (a) in a list of Percent’s Clients in any medium or in any link from the Software or Services to the Client’s website, and (b) in any medium for promotional, marketing and financial reporting purposes. The Client warrants that it has in place and will maintain all necessary rights or licences in respect of the Client’s name and Marks in order for Percent to exercise its rights under this paragraph 6.4.

     

    1. CLIENT’S OBLIGATIONS

     

    1.30    The Client shall:

    1.30.1 provide Percent with:

    (a)       all necessary co-operation in relation to the Agreement; and

    (b)      all necessary access to such information as may be required by Percent;

    in order to provide the Services, including but not limited to Data, security access information and configuration services;

    1.30.2 comply with all applicable laws and regulations with respect to its activities in connection with the Agreement and the Services;

    1.30.3 carry out all other Client responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties, Percent may adjust any agreed timetable or delivery schedule as reasonably necessary;

    1.30.4 configure its access to the Services via the Platform or the API (or other communications method as agreed by the Client and Percent), as applicable, in accordance with Percent’s instructions;

    1.30.5 ensure that the Authorised Users use the Services in accordance with the Agreement and shall be responsible for any breach of the Agreement caused or contributed to by any acts or omissions on the part of any Authorised User;

    1.30.6 obtain and shall maintain all necessary licences, consents, and permissions that it requires in order for Percent, its contractors and agents to perform their obligations and exercise their rights under the Agreement, including without limitation the Services;

    1.30.7 have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Data;

    1.30.8 as between the parties, be responsible for responding to all third party requests concerning the use of the Services by the Client; and

    1.30.9 be, to the extent permitted by law and except as otherwise expressly provided in these Standard Terms, solely responsible for:

    (a)       procuring, maintaining and securing its network connections and telecommunications links from its systems to Percent’s data centres; and

    (b)      all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to its network connections or telecommunications links or caused by the internet.

     

    1. CHARGES AND PAYMENT

     

    1.31    In consideration of the rights granted in paragraph 2, and the provision of the Services during the Subscription Term, the Client shall pay the Fees for the Service that the Client has purchased, in accordance with this paragraph 8 and the relevant Service Order, within 30 days of the date of Percent’s invoice or as otherwise agreed in the Service Order.

    1.32    Percent may change the Fees payable for each Renewal Term by providing written notification to the Client, provided that Percent provides any notification of increases at least 20 Business Days prior to the start of the applicable Renewal Term in order to give the opportunity for the Client to cancel its subscription in accordance with paragraph 14.1.

    1.33    If Percent has not received payment when due under paragraph 8.1, and without prejudice to any other rights and remedies of Percent:

    1.33.1 Percent may, without liability to the Client, disable the Client’s password, account and access to all or part of the Services and Percent shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

    1.33.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

    1.34    All amounts and fees stated or referred to in these Standard Terms:

    1.34.1 are non-cancellable and non-refundable, except in accordance with paragraphs 12.2.3; and

    1.34.2 are exclusive of value added tax or any other equivalent sales tax or similar taxes, which shall be added to Percent’s invoice(s) at the appropriate rate.

     

    1. INTELLECTUAL PROPERTY RIGHTS

     

    1.35    Percent and/or its licensors own all Intellectual Property Rights in the Software, the Nonprofit Data and the Services. Except as expressly stated herein, the Client acknowledges and agrees nothing in the Agreement grants the Client any rights to, under or in, any Intellectual Property Rights in respect of the Software, the Nonprofit Data or the Services.

    1.36    The Client acknowledges and agrees that Percent and/or its licensors shall own all Intellectual Property Rights in any improvements, amendments or additions to the Software, the Nonprofit Data and the Services, whether such improvements, amendments or additions are a result of comments, information, opinions or suggestions made by the Client or otherwise.

     

    1. LICENCE OF DATA

     

    1.37    The Client grants to Percent a non-exclusive, royalty-free perpetual, irrevocable worldwide licence, with no end date, for Percent to (i) access, view and use the Data for the purpose of providing of the Services, and (ii) access, view, use, store, modify, combine and aggregate the Usage Data, for any purpose and in any way whatsoever, and (iii) use the Usage Data to create Derived Data.

    1.38    Percent shall own all Intellectual Property Rights in the Derived Data and the Client acknowledges that it shall have no rights in relation to the Derived Data.

     

    1. CONFIDENTIALITY

     

    1.39    In this paragraph 11, “Confidential Information” means any and all non-public information that would be regarded as confidential by a reasonable business person and relating to the business plans, financial information, operations, processes, know-how, designs, trade secrets or services of the disclosing party as well as such information with respect to a third party disclosed by or on behalf of one party to the other party in connection with the Agreement and the Services, whether marked confidential or not.

    1.40    Each party undertakes that it shall not at any time use or disclose to any person (and shall use its best endeavours to prevent the use, publication or disclosure of) any Confidential Information except as permitted by paragraph 11.3.

    1.41    Each party may disclose the other party’s Confidential Information:

    1.41.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this paragraph; and

    1.41.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

    1.42    Neither party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.

     

    1. INDEMNITY

     

    2.1      Percent shall defend, indemnify and hold harmless the Client against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) attributable exclusively to a claim (a “Claim”) that the use of the Software or Services (“Indemnified Items”) infringes a third party’s Intellectual Property Rights in the United Kingdom.

    2.2      If any Indemnified Item is found to infringe in the United Kingdom a third party’s Intellectual Property Rights, or in the reasonable opinion of Percent is likely to be the subject of a Claim, Percent may, at its option:

    2.2.1   obtain for the Client the right to use the Indemnified Item;

    2.2.2   replace or modify the Indemnified Item so that it becomes non-infringing; or

    2.2.3   remove the Indemnified Item and refund any prepaid portion of the Fees paid in advance in respect of any affected Services for the period following such removal.

    2.3      Percent shall have no liability or obligation to the extent that any Claim results from:

    2.3.1   use of any Indemnified Item in combination with any software, hardware, Intellectual Property Rights, products or other equipment or materials not supplied by or approved in writing by Percent;

    2.3.2   Percent’s compliance with designs or specifications of the Client;

    2.3.3   use of an allegedly infringing version of the Indemnified Item, if the infringement could have been avoided by the use of a later version made available to the Client by Percent;

    2.3.4   the Client’s use of an Indemnified Item in a manner contrary to the instructions given to the Client by Percent;

    2.3.5   the Client’s use of an Indemnified Item after notice of the alleged or actual infringement from Percent or the third party; or

    2.3.6   modification, repair, adjustment or enhancement of the Indemnified Item other than by or on behalf of Percent or at Percent’s written direction.

    2.4      In no circumstances shall Percent be liable for any losses, costs or expenses incurred by the Client for any indirect, consequential or special loss or damage.

    2.5      The provisions of this paragraph 12 state the entire liability and obligation of Percent and exclusive remedy of the Client for claims that any Indemnified Item infringes a third party’s intellectual property rights.

    2.6      The Client shall defend, indemnify and hold harmless Percent against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with: –

    2.6.1   the Client’s use of and access to the Services;

    2.6.2   the Client’s Marks or use of Percent’s Intellectual Property Rights in conjunction with such Marks; and

    2.6.3   a Claim that use of the Data infringes a third party’s Intellectual Property Rights.

    2.7      The indemnity obligations in paragraphs 12.1 and 12.6 are conditional upon:

    2.7.1   the indemnified party giving written Notice of the Claim promptly to the indemnifying party;

    2.7.2   the indemnifying party having sole control of the defence and settlement of the Claim;

    2.7.3   the indemnified party not compromising or settling such Claim;

    2.7.4   the indemnified party providing to the indemnifying party, at the indemnifying party’s expense, all available information and assistance; and

    2.7.5   the indemnified party using all reasonable endeavours to mitigate any losses or damage.

     

    1. LIMITATION OF LIABILITY

     

    2.8      Except as expressly and specifically provided in these Standard Terms:

    2.8.1   the Client assumes sole responsibility, and Percent shall have no liability, for results obtained from the use of the Services by the Client for conclusions drawn by the Client from such use, and for any actions taken by the Client in consequence of such results or conclusions;

    2.8.2   Percent shall have no liability for any damage caused by errors, inaccuracies or omissions in the Data or any other information or instructions provided by the Client in connection with the Services, or any actions taken by Percent at the Client’s direction; and

    2.8.3   all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

    2.9      Nothing in these Standard Terms excludes or limits the liability of either party:

    2.9.1   for death or personal injury caused negligence;

    2.9.2   for fraud or fraudulent misrepresentation;

    2.9.3   for breach of the obligations implied by section 12 of the Sale of Goods Act 1979, or section 2 of the Supply of Goods and Services Act 1982; or

    2.9.4   any other liability which may not be excluded by law.

    2.10    Subject to paragraph 13.2 Percent shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:

    2.10.1 any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss; or

    2.10.2 any special, indirect or consequential loss, costs, damages, charges or expenses;

    in either case, however arising in connection with the Services.

    2.11    Subject to paragraphs 13.1, 13.2 and 13.3, Percent’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services shall, in respect of any claim, be limited to the total Fees paid in respect of the Service Order relevant to such claim during the 12 months immediately preceding the date on which the claim arose.

     

    1. TERM AND TERMINATION

     

    2.12    The Agreement shall, unless otherwise terminated as provided in this paragraph 14, commence on the Effective Date and each Service Order shall continue in force until the end of the Initial Subscription Term applicable to such Service Order. Thereafter the relevant Service Order will automatically renew for further successive 12-month periods (each a “Renewal Term”) on the same terms and conditions (subject to any change in the Fees in accordance with paragraph 8) unless either party provides the other with its written intention not to renew at least 30 days’ prior to the end of the Initial Subscription Term or the then-current Renewal Term, as applicable.

    2.13    Percent may terminate the Agreement or any Service Order for convenience at any time by giving not less than 30 days’ prior written Notice to the Client, and provided that Percent shall refund the Client any prepaid portion of the applicable Fees in respect of the remainder of the applicable Subscription Term following the effective date of termination.

    2.14    Without affecting any other right or remedy available to it, either party may terminate the Agreement or any Service Order with immediate effect by giving written Notice to the other party if:

    2.14.1 the other party fails to pay any amount due in connection with the Agreement on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make such payment;

    2.14.2 the other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

    2.14.3 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

    2.14.4 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

    2.14.5 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.

    2.15    On termination of the Agreement or any Service Order for any reason:

    2.15.1 all Client Accounts and all rights granted under the Agreement or the relevant Service Order (as applicable) shall immediately terminate and the Client shall immediately cease all use of the Software and the Services in relation to such;

    2.15.2 each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;

    2.15.3 Percent shall, at the request of the Client, destroy or otherwise dispose of any of the Data in its possession as soon as reasonably practicable; and

    2.15.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

     

    1. FORCE MAJEURE

     

    2.16    Neither party shall have any liability to the other party if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the party the subject of the force majeure event, or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, pandemic, epidemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the other party is notified of such an event and its expected duration.

     

    1. CONFLICT

     

    2.17    If there is any conflict, ambiguity or inconsistency between any of the provisions of the Agreement, the order of priority shall be governed as set out in the Engagement Letter.

     

    1. WAIVER

     

    2.18    No failure or delay by a party to exercise any right or remedy provided under these Standard Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

     

    1. RIGHTS AND REMEDIES

     

    2.19    Except as expressly provided in these Standard Terms, the rights and remedies provided under these Standard Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

     

    1. SEVERANCE

     

    2.20    If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement, and the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

     

    1. ENTIRE AGREEMENT

     

    2.21    The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

    2.22    Each party acknowledges that in entering into the Agreement it has not relied on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.

    2.23    Neither Percent or the Client shall have a claim for innocent or negligent misrepresentation based on any statement in the Agreement.

     

    1. ASSIGNMENT

     

    2.24    The Client shall not, without the prior written consent of Percent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

    2.25    Percent may at any time (i) engage subcontractors in the provision of the Services and (ii) by Notice to the Client (and without any requirement to seek consent of the Client) assign all or any of its rights under the Agreement to a third party.

     

    1. NO PARTNERSHIP OR AGENCY

     

    2.26    Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

     

    1. THIRD PARTY RIGHTS

     

    2.27    The Engagement Letter does not confer any rights on any person or party (other than the parties to these Standard Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

     

    1. NOTICES

     

    2.28    Any notice required to be given under these Standard Terms , including without limitation, notices of early termination, breach and the like, (“Notices”) shall be in writing and in English and, where sent (i) in physical form, shall be sent by commercial courier, or a Royal Mail service that provides for evidence of time and date of delivery, to the other party at its address set out in the Engagement Letter, or such other address as may have been notified by that party for such purposes; and (ii) by email to the representative email address notified by that party in the relevant Service Order and shall be deemed received when sent, provided no bounce back or notification of failed delivery has been received by the sender.

     

    1. GOVERNING LAW

     

    2.29    The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

     

    1. JURISDICTION

     

    2.30    The Client and Percent irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

Donation Service Additional Terms

PERCENT DONATION SERVICE ADDITIONAL TERMS (“Donation Service Additional Terms”)

Capitalised terms used herein shall have the meaning ascribed to them in the Standard Terms, unless otherwise stated.

 

Extra Definitions used in these DONATION SERVICE ADDITIONAL Terms

Donation: a sum of money paid by the Client through the Platform to the Foundation for onwards donation to a Nonprofit, in accordance with instructions provided by the Client to Percent. 

Foundation: a third-party entity which has partnered with Percent to facilitate payment of Donations on behalf of Clients to Nonprofits. 

Nonprofit: a nonprofit organisation listed on the Platform to which the Client may make Donations via the Platform.

 

  1. General

1.1. If the Client has purchased the Donations Service from Percent, the terms and conditions of these Donation Service Additional Terms shall also apply and form part of the Agreement between Percent and the Client. 

1.2. The Client may use the Donation Service to:

1.2.1. Make payments of Donations to specified Nonprofits through the Platform and the Foundation; 

1.2.2.Track the number and volume of Donations which it makes to Nonprofits through the Platform and the Foundation. 

1.3.The Client acknowledges and agrees that in providing the Donation Service Percent is not providing the Client with any fundraising advice or recommendations.  

 

  1. Donations Process

 

2.1. The Client will: 

2.1.1. provide Percent with any specific information which it or the Foundation needs from the Client to comply with tax or charity laws in connection with Donations; 

2.1.2. if applicable, use the Platform to notify Percent of the estimated Donations each month (“Estimated Donations”)

2.1.3. if applicable, use the Platform to make Donations to the Foundation and to provide instructions about the intended Nonprofit(s) to which the Donation(s) should be made by the Foundation and in what amounts; 

2.1.4. inform Percent if the Client experience any issues with the Platform that may prevent the Client from carrying out its obligations under this paragraph 3 and provide Percent with reasonable assistance to remedy such issues.

2.2. Percent will:

2.2.1. make payment details for the payment of the Donation to the Foundation available to the Client; 

2.2.2. once the Foundation has received payment of the Donation in cleared funds, Percent will use its reasonable endeavours to procure that the Foundation pays the Donation to the Nonprofit(s) which the Client has specified as the intended beneficiaries of the Donation(s) through the Platform; 

2.2.3. facilitate the provision to the Client of a tax receipt from the Foundation in respect of any Donation within 14 days of the Foundation receiving the payment in cleared funds. 

2.3. Percent may terminate the Agreement immediately if the Client fails to pay the Donation in accordance with the terms of paragraph 3.1 of these Donation Service Additional Terms. 

 

  1. Right to deduct Fees from Donations

 

3.1. Without prejudice to paragraph 8 of the Standard Terms, if specified in a Service Order, Percent may deduct any fees owed by the Client to Percent in relation to the Client’s use of the Services from the Donation prior to the Donation being paid to the Nonprofit.

 

  1. Service Limitations

4.1. The Client acknowledges and accepts that:

4.1.1. Once a Donation is paid to the Foundation it is non-refundable. 

4.1.2. If the intended Nonprofit beneficiary is not willing or able to accept the Donation, the Foundation will contact the Client through the Platform to discuss which alternative Nonprofit to pay the Donation to.  The Client agrees that the Foundation may redirect funds to a similar Nonprofit if it is unable to follow any preferences or instructions given by the Client. 

4.1.3. Percent is not responsible for the actions or inactions of the Foundation, except for where such is the direct result of Percent’s failure to comply with a term of its contract with the Foundation.  Percent will use its reasonable endeavours to secure the Foundation’s compliance with the terms of its contract with Percent and, provided that Percent does this, Percent shall have no further liability to the Client in respect of any actions or inactions of the Foundation.

Vetting & Validation Service Additional Terms

PERCENT VETTING & VALIDATION SERVICE ADDITIONAL TERMS (“Validation Additional Terms”)

Capitalised terms used herein shall have the meaning ascribed to them in the Standard Terms, unless otherwise stated.

 

  1. EXTRA DEFINITIONS USED IN THESE VALIDATION ADDITIONAL TERMS

Client Validation Data: has the meaning set out in paragraph 2.2 of these Validation Additional Terms.

Validation(s): has the meaning set out in paragraph 2.4 of these Validation Additional Terms.

Vetting and Validation Check: the checks carried out by Percent cross-referencing data obtained from the Client against the Nonprofit Data.

 

  1. VETTING & VALIDATION SERVICE

2.1             If the Client has purchased the Vetting & Validation Service from Percent, the terms and conditions of these Validation Additional Terms shall also apply and form part of the Agreement between Percent and the Client.

2.2             Percent will inform the Client of what Data it needs to receive from the Client in relation to a Nonprofit in order to perform the Vetting & Validation Service (“Client Validation Data”).

2.3             The Client will provide the Client Validation Data to Percent through the API or other communication methods as agreed by the Client and Percent.

2.4             Percent will then perform the Vetting and Validation Check and return the result of the Vetting and Validation Check to the Client via the API or through another communications method agreed by the Client and Percent (the “Validation”).

2.5             If the Client uses all of its allotted Validations prior to the end of the Subscription Term, Percent will charge the Client and the Client will pay for each additional Validation based on the Fees set out in the Order Form.

2.6             The Vetting & Validation Service is provided on an “as is” basis without warranties of any kind, either express or implied. Use of the Vetting & Validation Service is at Client’s sole risk.

2.7             To the extent permitted by law, Percent disclaims all warranties, express or implied, arising by law or otherwise, including, without limitation any warranties relating to merchantability, non-infringement, title, or fitness for a particular purpose, with respect to any error, defect, deficiency, infringement, or noncompliance in the Vetting & Validation Service provided by, through, or on behalf of Percent.

2.8             Without limiting paragraph 2.6 and/or paragraph 2.7, neither Percent nor its licensors warrant that Nonprofit Data is accurate, reliable, or correct; that the data or support will meet the Client’s requirements; that the Nonprofit Data will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Nonprofit Data is free of viruses or other harmful components.

2.9             The Client agrees to defend, indemnify and hold harmless Percent and its employees, its employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including legal fees) arising out of or related to the Client’s use of the Vetting & Validation Service.

Privacy Policy

Last updated: 11th November 2021

This privacy policy (“Policy”) describes how We are Percent Limited (trading as Percent) (“Percent”, “us”, “we”, “our”) collect, use and share personal data of users of our website (https://poweredbypercent.com) and our services (“Services”). Please take a moment to read this Policy as it includes important information. By using our Services and providing us with your personal data, you acknowledge and agree that your personal data may be processed for the purposes identified in this Policy. Please note that our Cookie Policy also applies to your use of our website. 

 

This Policy sets out:

  • who we are;
  • the personal data we collect about you;
  • how we use your personal data;
  • the circumstances in which we may share your personal data with third parties;
  • how we may contact you for marketing purposes;
  • the circumstances in which we may transfer your personal data outside of the European Economic Area;
  • how we protect your personal data;
  • how we may retain your personal data;
  • your legal rights in relation to your personal data; and 
  • who we may disclose your personal data to.

You can find out more about Percent on our website and in our contract with you.

 

WHO WE ARE & CONTACT INFORMATION

We Are Percent Limited is a company registered in England and Wales with registered company number 09387321 and having its registered office address at Unit 2.05 12-18 Hoxton Street, London, England, N1 6NG

For the purposes of the UK Data Protection Legislation, comprising the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC), (iv) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426), plus any successor legislation in force from time to time (the Acts), the data controller is We are Percent Limited.

We have appointed a data privacy manager who is responsible for overseeing questions in relation to this policy. If you have any questions about this policy, including any requests to exercise your legal rights, please contact the data privacy manager (Stefan Greer, COO, stefan@poweredbypercent.com) or write to us using the details set out above. 

You have the right to make a complaint at any time to the Information Commissioner’s Office (ICO), the UK supervisory authority for data protection issues (www.ico.org.uk). We would, however, appreciate the chance to deal with your concerns before you approach the ICO so please contact us in the first instance.

WHAT WE COLLECT

  1. Personal Data you disclose to us such as your name, address, contact information, job title, social media handles/URLs

“Personal Data” means any information which, either alone or in combination with other information in our possession, enables you to be identified. It does not include data where the identity has been removed (anonymous data). We may collect, use, store and transfer different kinds of personal data about you which you provide to us when you contact us and/or when you use the Services.  The types of information which we may collect includes: 

  • Identity Data includes first name, last name, username or similar identifier.
  • Contact Data includes your address, email address and telephone numbers.
  • Financial Data includes any financial information about your business which you provide to us.
  • Transaction Data includes details about payments to and from you through our website.
  • Usage Data includes Information about how you use the Services. This includes your browsing patterns and Information such as how long you might spend on one of our webpages on the website and what you look at and for, the page that referred you to the website and the click stream during your visit to our website, page response times, and page interaction Information (for example, clicks you make on a page).
  • Profile Data includes your username and password, your interests, preferences, feedback and survey responses.  
  • Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.

We also collect, use and share aggregated data such as statistical or demographic data for any purpose (“Aggregated Data”). Aggregated Data may be derived from your personal data but is not considered personal data in law as this data does not directly or indirectly reveal your identity. However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with this privacy policy.

 

  1. Information automatically collected when you use our website

We automatically collect certain Information when you visit, use or navigate our website. This Information does not reveal your specific identity (unless your device name is the same as your name) but may include device and usage Information, such as your IP address, browser and device characteristics, operating system, language preferences, referring URLs, device name, country, location, Information about how and when you use the website and other technical Information. This Information is primarily needed to maintain the security and operation of the website, and for our internal analytics and reporting purposes.

Like many businesses, we also collect Information through cookies and similar technologies. You can find out more about this in our Cookie Policy.

 

HOW WE USE PERSONAL DATA

We will only use your Personal Data when the law allows us to. Most commonly, we will use your personal data in the following circumstances:

  • Where we need to perform the contract we are about to enter into or have entered into with you.
  • Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
  • Where we need to comply with a legal or regulatory obligation.

Generally, we do not rely on consent as a legal basis for processing your personal data other than in relation to sending third party direct marketing communications to you via email or text message. You have the right to withdraw consent to marketing at any time by contacting us.

We have set out below a description of all the ways we plan to use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.

Note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data. Please contact us if you need details about the specific legal ground we are relying on to process your personal data where more than one ground has been set out in the table below. 

Purpose/Activity Type of data Lawful basis for processing including basis of legitimate interest
To register you as a new client (a) Identity 

(b) Contact

Performance of a contract with you
To process and deliver Services:

(a) Manage payments, fees and charges

(b) Collect and recover money owed to us

(c) Facilitate and enable the payment of charitable donations through the Site, and related services such as the provisions of receipts or remittances and gift aid statements 

(a) Identity 

(b) Contact 

(c) Financial 

(d) Transaction 

(e) Marketing and Communications

(a) Performance of a contract with you 

(b) Necessary for our legitimate interests (to recover debts due to us)

(c) Consent

To manage our relationship with you which will include:

(a) Notifying you about changes to our terms or privacy policy or cookie policy

(b) Asking you to leave a review or take a survey

(a) Identity 

(b) Contact 

(c) Profile 

(d) Marketing and Communications

(a) Performance of a contract with you 

(b) Necessary to comply with a legal obligation

(c) Necessary for our legitimate interests (to keep our records updated and to study how customers use our products/services)

(d) Consent 

To enable you to partake in a prize draw, competition or complete a survey (a) Identity 

(b) Contact 

(c) Profile 

(d) Usage 

(e) Marketing and Communications

(a) Performance of a contract with you 

(b) Necessary for our legitimate interests (to study how customers use our services, to develop them and grow our business)

(c) Consent 

To administer and protect our business and the website (including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data)   (a) Identity

(b) Contact

(c) Technical

(a) Necessary for our legitimate interests (for running our business, provision of administration and IT services, network security, to prevent fraud and in the context of a business reorganisation or group restructuring exercise)

(b) Necessary to comply with a legal obligation

To deliver relevant content and advertisements to you and measure or understand the effectiveness of the advertising we serve to you (a) Identity 

(b) Contact 

(c) Profile 

(d) Usage 

(e) Marketing and Communications 

(f) Technical 

Necessary for our legitimate interests (to study how customers use our products/services, to develop them, to grow our business and to inform our marketing strategy)
To use data analytics to improve our website, products/services, marketing, customer relationships and experiences (a) Technical 

(b) Usage 

Necessary for our legitimate interests (to define types of customers for our products and services, to keep our website updated and relevant, to develop our business and to inform our marketing strategy)
To make suggestions and recommendations to you about goods or services that may be of interest to you (a) Identity 

(b) Contact 

(c) Technical 

(d) Usage 

(e) Profile 

(a) Necessary for our legitimate interests (to develop our products/services and grow our business)

(b) Consent 

 

MARKETING AND OPTING OUT 

If you have given consent to marketing we may contact you about our services, promotions and special offers. If you no longer wish to receive such information, you can withdraw your consent at any time by contacting us or unsubscribing from the communications.

If you have given consent, we may share your Information with carefully selected third party organisations and business partners and they may contact you directly. If you would prefer to no longer receive direct marketing communications from third parties and partners after previously giving your consent, please contact those third parties and partners directly to withdraw the consent. 

Where you opt out of receiving marketing messages, this will not apply to personal data provided to us in connection with your use of any Service through our website or your involvement in other related transactions.

INTERNATIONAL TRANSFER OF PERSONAL DATA

Many of our external third parties are based outside the UK so their processing of your personal data will involve a transfer of data outside the UK.  

Whenever we transfer your personal data out of the UK, we ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented:

  • We will only transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data. 
  • Where we use certain service providers, we may use specific contracts approved for use in the UK which give personal data the same protection it has in the UK. 

Please contact us if you want further information on the specific mechanism used by us when transferring your personal data out of the UK.

 

PROTECTING YOUR INFORMATION

We want you to feel confident about using our Website, and we are committed to protecting the Personal Data we collect. We limit access to Personal Data about you to employees who reasonably need access to it, to provide products or services to you or in order to do their jobs. We maintain appropriate technical and organisational physical, electronic, and procedural safeguards to protect the Personal Data that you provide to us against unauthorised or unlawful processing and against accidental loss, damage or destruction.

We have also put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.

RETENTION OF PERSONAL DATA

We retain your Personal Data for no longer than is necessary for the purposes as described in this Policy above.

To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements.

You can obtain details of retention periods for different aspects of your personal data by contacting us.

 

YOUR PRIVACY RIGHTS

 Under certain circumstances, you have rights under data protection laws in relation to your personal data. In certain circumstances, you have the right to:

  • Request access to your personal data (commonly known as a “data subject access request”). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.  Where we have good reason, and where data protection law permits, we can refuse your request for a copy of your Information, or certain elements of the request. If we refuse your request or any element of it, we will provide you with our reason(s) for doing so. 
  • Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
  • Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request. 
  • Right to Object to or Restrict Processing.  In certain circumstances, you have the right to object to our processing of your Information (for example, if we are processing your information on the basis of our legitimate interests but there are no longer any compelling legitimate grounds to justify our processing overriding your rights and interests).
  • You may also have the right to restrict our use of your Information, for example during a period in which we are verifying the accuracy of your Information in circumstances where you have challenged the accuracy of that information.
  • Request the transfer of your personal data to you or to a third party. In certain instances, you have a right to receive the information that we hold about you (or a portion thereof) in a structured, commonly used and machine-readable format.

In such circumstances, you can ask us to transmit your information to you or directly to a third-party organisation on your behalf.

While we are happy for such requests to be made, we are not able to guarantee technical compatibility with a third-party organisation’s systems. We are also unable to comply with requests that relate to personal information of others without their consent. 

  • Withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.

If you wish to exercise any of the rights set out above, please contact us

NO FEE USUALLY REQUIRED

You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances.

WHAT WE MAY NEED FROM YOU

We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.

TIME LIMIT TO RESPOND

We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.

CHANGE OF PURPOSE 

We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us

If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.

Please note that we may process your personal data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.

WHEN WE MIGHT DISCLOSURES OF YOUR PERSONAL DATA

We only share and disclose your Information in the following situations:

  • Contractual. We may share information with brand providers, charities and other not for profits, and partners to facilitate the provisions of services. 
  • Compliance with Legal Obligations. We may disclose your information where we are legally required to do so in order to comply with applicable laws, governmental requests, judicial proceedings, court orders, or legal processes, such as in response to a court order or a subpoena (including in response to requests from public authorities in order to meet national security or law enforcement requirements).
  • Third Party Service Providers. We may share your information with third party vendors, service providers, contractors or agents who perform services and require access to such information to carry out that work. Examples include: service providers acting as processors based in the United Kingdom who provide IT and system administration services. They will only have access to your Information to the extent that they need to perform those services. They are required to keep your information confidential and may not use it other than as we ask them to and always in accordance with this Policy.  We also store information through Amazon Web Services, a cloud storage services provider.  
  • Business Transfers. We may share or transfer your Information in connection with, or during negotiations of, any merger, sale of company assets, financing, or acquisition of all or a portion of our business to another company.
  • Third Party Advertisers. We may use third party advertising companies to serve ads when you visit our website. These companies may use Information about your visits to the website and other websites that are contained in web cookies and other tracking technologies in order to provide personalised advertisements about goods and services that may be of interest to you. See our Cookie Policy for further Information
  • Business Partners. Provided you have given us consent to do so we may share your information with our business partners to offer you certain products, services or promotions.
  • With your consent. We may disclose your information for any other purpose with your consent.

We may disclose aggregated, anonymous Information (i.e. Information from which you cannot be personally identified), or insights based on such anonymous Information, to selected third parties, including (without limitation) analytics and search engine providers to assist us in the improvement and optimisation of the Services. In such circumstances we will not disclose any Information which can identify you personally.

 

THIRD PARTY WEBSITES

Our website may feature links to third party websites or contain advertisements from third parties that are not affiliated with us and which may link to other websites, online services or mobile applications. We cannot guarantee the safety and privacy of data you provide to any third parties. Any data collected by third parties is not covered by this Policy. 

We are not responsible for the content or privacy and security practices and policies of any third parties, including other websites, services or applications that may be linked to or from the website. You should review the policies of such third parties and contact them directly if you have any related questions.

Please note that if you link your profile to third party sites such as Twitter, Facebook, Google +, Linkedin or Tumblr then your use of those sites is subject to the respective third party’s terms and conditions. We recommend that you read any third-party terms and conditions before linking your profile.  If you consent, we may collect information about you from those third-party sites, for example a list of your Facebook friends and, where you consent, that information may be shared with retailers and charities.

Cookie Policy

Last updated: 11th November 2021

 

Our website (“Website”), like most websites, uses cookies and other similar technologies such as ‘web beacons’, which allow us to check what content you have accessed.

 

What is a Cookie?

Cookies are text files containing small amounts of information which are downloaded to your device when you visit a Website. Cookies then send information back to the originating site on each subsequent visit, or to another site that recognises those cookies. You can find out more information about cookies at www.allaboutcookies.org.

Cookies are widely used in order to make sites work, or to work more efficiently, as well as to provide information to the owners of the platform.

We use cookies to enhance the online experience of our visitors (for example, by remembering your language and / or product preferences) and to better understand how our Website is used. Cookies may tell us, for example, whether you have visited our Website before or whether you are a new visitor. They can also help to ensure that adverts you see online are more relevant to you and your interests.

 

Types of Cookies

  • Strictly necessary cookies. These cookies are required for the operation of the Website. They include, for example, cookies that enable you to log into secure areas of the Website, or make use of e-billing services.
  • Analytical/performance cookies. These cookies allow us to recognise, and count the number of, visitors and to see how visitors move around the Website when they are using it. This helps us to improve the way the Website works, for example by ensuring that users are finding what they are looking for easily.
  • Functionality cookies. These cookies enable us to recognise you when you return to the Website. This enables us to personalise our content for you, greet you by name and remember your preferences (for example, your choice of language or region).
  • Targeting cookies. These cookies record your visit to the Website, the pages you have visited and the links you have followed. We will use this information to make the Website and the advertising displayed on it more relevant to your interests. We may also share this information with third parties for related purposes.

 

What cookies do we use?

Our Website uses the following types of cookies:

Cookies necessary for essential purposes

These cookies are essential to provide you with services available through our Website and to use some of its features, such as access to secure areas. Without these cookies, services you have asked for, like transactional pages and secure login accounts, would not be possible.

Analytics/Performance Cookies

These cookies are used to collect information about how visitors use our Website, so that we can analyse traffic and understand how our users use our Website.

The information gathered is aggregated and we do not use it to identify any individual user. It includes the number of visitors to our Website, the location at which they have used our Website and any problems such as crashes that might occur when they visited our Website.

We use this information to help operate our Website more efficiently, to gather broad demographic information and to monitor the level of activity on our Website.

For example, we use Google Analytics to help us to: (a) estimate our audience size and usage pattern; (b) understand how visitors navigate to and through the Website; (c) track the effectiveness of digital marketing campaigns; (d) recognise you when you return to the Website. You can find out more about Google Analytics here

Functionality Cookies

These cookies allow our Website to remember choices you make (such as your username) and provide enhanced, more personal features. These cookies can also be used to remember changes you have made to text size, fonts and other parts of the web pages that you can customise.

Social Media Cookies

These cookies are used when you share information using a social media sharing button or “like” button on our Website or you link your account or engage with our content on or through a social networking site such as Facebook, Twitter or Instagram. The social network will record that you have done this. This information may be linked to targeting / advertising activities.

Third-party social media platforms may set cookies which can identify you as an individual, even when you are not logged in to their services. This means that such platforms may be collecting information about your broader online activities, as well as your activities whilst browsing the Site. We do not control these cookies and you should therefore check the relevant third-party platform to understand how your information is or might be used and to determine how to opt out.

How to control or delete cookies

You have the right to choose whether or not to accept cookies and we have explained how you can exercise this right below. However, please note that if you choose to refuse cookies you may not be able to use the full functionality of our Website.

You can set your cookie preferences by changing your browser settings so that cookies from this Website cannot be placed on your mobile device. In order to do this, follow the instructions provided by your browser (usually located within the “help” “tools” or “settings” facility).

For further information about cookies, including how to see what cookies have been set on your computer or mobile device and how to manage and delete them, visit www.allaboutcookies.org and www.youronlinechoices.eu.

UK Charity Terms & Conditions

 

Terms of use for Charities using the Percent Platform

These terms of use set out the basis on which We Are Percent Limited of Unit 2.05 12-18 Hoxton Street, London, England, N1 6NG (company number 09387321) (“We” or “Us” or “Our”) allow charities (“You” or “Your”) access to the Percent Platform (“Platform”). They set out our respective rights and obligations when You use the Platform.

By using the Platform You accept these terms of use and any subsequent updates of them. If You do not wish to be bound by these terms of use, You should not continue to use the Platform. These terms of use were last updated on May 2020 and supersede and replace all previous terms of use for the Platform. We may amend these terms at any time with or without giving You notice by posting an updated version of these terms on Our website. It is the latest version of these terms that will govern Your usage of the Platform. Please check the terms and conditions page on Our website for any updated terms.

  1. Glossary of defined terms:
  1. For the purposes of these terms
  2. “Bank Account” and “Bank Details”means the details of Your bank account provided to Us by You;
  3. Data Protection Legislation” means applicable legislation protecting the personal data of natural persons, including: (i) the Data Protection Act 2018 (ii) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) and (iii) any successor legislation to the GDPR or the Data Protection Act 2018, together with binding guidance and codes of practice issued from time to time by relevant supervisory authorities. The terms “data”, “personal data”, “controller”, “processor”, “data subject” and “process” or “processing” have the same meanings as used in the Data Protection Legislation;
  4. Donor” is a user of the Platform that makes a Donation to the Foundation on a Donor Advised Basis;
  5. Donor Advised Basis” means that the Donor will advise the Foundation of the charity on the Platform that they would recommend receives the Donation. The Donation is an outright donation to the Foundation and the application of the Donation for charitable purposes is at the discretion of the Foundation. However, subject to the completion of satisfactory due diligence, the Foundation will seek where possible to make grants in accordance with the recommendations of Donors.
  6. Donation” is a donation made by a Donor to the Foundation using the Platform to be held and applied by the Foundation on a Donor Advised Basis;
  7. Foundation” means the Intelligent Foundatoin (a charitable incorporated organisation that is registered with the Charity Commission for England and Wales under number 1192508) or such other charitable entity selected by us that receives Donations on a Donor Advised Basis via the platform
  8. “Organisations”are business organisations that encourage their various stakeholders, including their staff and customers, to make donations of time and money to charities and other good causes, and to facilitate matched giving donations by the organisations themselves, by providing them access to the Platform;
  9. “Profile”means Your charity’s profile on the Platform;
  10. “Service”is the service provided by the Platform.
  1. Use of Service
  1. Acceptance of Your registration to use the Platform is at Our sole discretion but once accepted We will provide You with access to the Service unless and until it is suspended or terminated in accordance with these terms and conditions.
  2. When We accept Your registration to use the Service, You will set up a user ID and password. You will be responsible for the proper use of these and taking all necessary steps to keep these confidential and secure, to use them properly and not to make these available to unauthorised people.
  3. The person completing the Profile must be duly authorised by You to do so. We may undertake checks of third party resources to verify this.
  4. You must complete Your Profile and provide Your Bank Details in order to access the Service. The Bank Account must be in Your name. You must keep Your Profile regularly updated and inform Us straight away if Your Bank Details change.
  5. The Profile must be true and accurate and must not be misleading. It must accurately reflect Your charitable purposes. It must not contain any inappropriate content. We reserve Our absolute right to remove Your Profile from the Platform in the event that We, in our sole discretion, determine any content provided by You is inappropriate.
  6. We may seek further information from You, and relevant third parties, to verify and audit the accuracy of the information provided by You. We may also ask You to provide further information as part of our due diligence procedures.
  7. You will only use monies received from the Foundation for purposes that are charitable under the law of England and Wales and in particular those purposes set out in Your Profile.
  8. We retain absolute discretion to remove Your Profile from the Platform if as a result of our due diligence procedures, We consider that it is inappropriate for You to remain on the Platform. The reasons for this include that You are not up-to-date with Your filing requirements with the relevant charity regulator or that You are subject to regulatory action by such regulator.
  9. If a Donor’s recommendation in relation to their Donation relates to a charity that is no longer on the Platform, the Donation shall be dealt with in accordance with the undeliverable donations policy [link to be added].
  1. The Service
  1. We make Your Profile available to third parties to enable Donors to identify the charity that they would wish to support. This will include Your Profile appearing on the websites, services and platforms of Organisations that enable access to the Platform so that their customers and/or employees can make Donations.
  2. We will not charge You any fees for using the Platform. In some cases Donors may be charged a fee for making Donations using the Platform, in which case the Donors will be made aware of the fee to be charged.
  3. Grants made by the Foundation to charities on the Platform will be disbursed through the Platform. Further details are set out in the payments procedures [link to be added] on the Platform.
  1. Continuity of Service
  1. You acknowledge We are licensing the right to use the Platform to certain Organisations and users to allow them to make Donations. However We are not providing any sort of fundraising advice or services to You and do not guarantee You will receive any Donations.
  2. You agree Your use of the Platform, the Service is on an “as is” and “as available” basis and that Your use of Platform and the Service is at Your sole risk. We will make every effort to ensure that the Service and the Platform are provided in a professional and timely manner and that the Service is available continuously but We reserve the right to modify, suspend or discontinue all or any part of the Service and the Platform at any time with or without notice.
  3. We do not guarantee continuous uninterrupted or secure access to the Platform. We may without any liability to You suspend the use and operation of the Platform at any time, for example for systems maintenance or upgrades. The use and operation of the Platform may also be interrupted by factors that are outside our control. Except as expressly set out in these terms of use, We do not provide any representations or warranties in relation to the Platform or the Service and to the extent permitted by law exclude all representations, warranties and conditions implied by law.
  1. Data Protection
  1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
  2. We will collect certain Personal Data from You in relation to the creation of your account on the Platform and your use of our Services. Schedule 1 sets out the scope, nature and purpose of processing by Us, the duration of the processing and the types of Personal Data and categories of Data Subject.
  3. Without prejudice to the generality of clause 1, You will ensure that all necessary appropriate consents and notices in place to enable the lawful transfer of the Personal Data to Us for the duration and purposes of this agreement.
  4. Without prejudice to the generality of clause 5.1, We shall, in relation to any Personal Data processed in connection with the performance by Us of Our obligations under this agreement:
    1. process that Personal Data only on Your documented written instructions which are set out in Schedule 1 unless We are required by Domestic Law to otherwise process that Personal Data. Where We are relying on Domestic Law as the basis for processing Personal Data, We shall promptly notify You of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits Us from so notifying You;
    2. ensure that We have in place appropriate technical and organisational measures, reviewed and approved by You, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
    3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
    4. not transfer any Personal Data outside of the UK unless Your prior written consent has been obtained and the following conditions are fulfilled:
      1. either You or Us have provided appropriate safeguards in relation to the transfer;
      2. the data subject has enforceable rights and effective legal remedies;
      3. We comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
      4. We comply with reasonable instructions notified to US in advance by You with respect to the processing of the Personal Data;
    5. assist You, at Your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    6. notify You without undue delay on becoming aware of a Personal Data Breach;
    7. at Your written direction, delete or return Personal Data and copies thereof to You on termination of the agreement unless required by Domestic Law to store the Personal Data; and
    8. maintain complete and accurate records and information to demonstrate its compliance with this clause 5.
    9. When Donors use the Platform and make a Donation that they advise they would like to be received by You, We will ask them to if they agree to be contacted by You. If they agree We will provide You with contact details of the Donor in Your account report and You agree that You will not use any Donor personal information (“Donor Data”) We give You for any purpose other than in accordance with the purpose for which it was given by them.
    10. The parties acknowledge that for the purposes of Donor Data which We process in connection with the provision and receipt of the Services We are the Controller. Where we transfer Donor Data to You in accordance with the Donor’s consent, both You and Us are Controllers in our own right.
    11. We will ensure that we have in place all necessary notices and/or consents to enable the lawful transfer of personal data to You.
    12. If a Donor subsequently asks for their details to be updated or removed from the Platform and our records (“Donor Request”) We will update or delete their personal data in accordance with the Donor Request and will ask You to do the same. You agree to (i) comply promptly with any Donor Request and (ii) regularly update Your own records and only to use the records applicable to You in respect of any Donor Data captured using the Platform to ensure that You do not contact Donors who have withdrawn their consent to be contacted by You.
  1. Intellectual Property Rights
  1. Intellectual Property Rightsmeans patents, trade marks, service marks, rights (whether registered or unregistered) in any designs, trade or business names and copyright (including rights in computer software), database rights, and topography rights, know-how, lists of suppliers and customers and other confidential and proprietary knowledge and information, rights protecting goodwill and reputation, applications for any of the foregoing and all rights or forms of protection of a similar nature or having equivalent effect anywhere in the world.
  2. You hereby grant Us a non-exclusive, royalty free and world-wide licence to use or display Your name and logo, and the content of Your Profile on the Platform and to sub-license the same to the Organisations to enable Us and the Organisations to promote the making of Donations through the Platform. You warrant You are the owner of the name and logo and the content of Your Profile, that they do not infringe any third party Intellectual Property Rights and that You are entitled to grant the licence in this clause to Us. This licence will terminate in the event this agreement between us terminates. You may inform Us if you do not want any Organisation to use Your name and logo and We will discuss this matter with You.
  3. Any Intellectual Property Rights in Your name, logo and the content of Your Profile remain vested in You and all goodwill generated as a result of Our use of Your name and logo shall vest in You.
  4. Our name and logo and all content of the Platform and all Intellectual Property Rights therein are owned by Us or licensed to Us and are protected by applicable Intellectual Property Rights and laws. The Platform itself and any Intellectual Property Rights therein (including without limitation in the website design, any related wireframes, source code or databases) remain vested in Us and all goodwill generated as a result of Your use of Our name and logo shall vest in Us. You may not disassemble, decompile, reverse translate or in any other manner decode the Platform, except as permitted by law.
  1. Representations and Warranties
  1. You represent and warrant to Us and to the Foundation that:
  2. You are a charity established under the law of England and Wales, or Scotland or Northern Ireland, as applicable;
  3. You are registered with the Charity Commission for England and Wales, the Office of the Scottish Charity Regulator or the Charity Commission for Northern Ireland or are recognised as a charity by HM Revenue and Customs;
  4. You will apply monies received from the Foundation as a result of Donations made through the Platform to further Your charitable purposes in accordance with all applicable laws;
  5. You will not apply any monies received from the Foundation for purposes that are not charitable under the laws of England and Wales;
  6. You have the requisite power and authority to enter into this agreement and to carry out and perform Your obligations under the terms of this agreement;
  7. Compliance with this agreement does not and will not conflict with, or constitute a default under any contract, agreement, instrument, order, statute, rule or regulation applicable to You.
  8. Records and reporting
    1. You shall maintain records of receipts of funds received from the Foundation via the Platform and the expenditure of those funds for at least 7 years.
    2. You shall respond to any reasonable request from Us or from the Foundation for information about the application of funds received from the Foundation via the Platform. We will usually only make such a request where You have received substantial amounts from the Foundation via the Platform or if We or the Foundation have reasonable grounds for concern that You may not have applied funds received for purposes that are charitable under the law of England and Wales.

 

  1. Repayment
    1. You shall promptly repay to the Foundation any money incorrectly paid to You either as a result of an administrative error or otherwise. This includes (without limitation) situations where either an incorrect sum of money has been paid to You or where monies have been paid to You in error.
    2. The Foundation may at its discretion withhold or suspend the making of any grants to you and/or require repayment of any grants made to You if:
      1. You use the grant for purposes that are not charitable under the law of England and Wales; or
      2. You provide Us or the Foundation with any materially misleading or inaccurate information; or
      3. You cease to operate for any reason, or You pass a resolution (or any court of competent jurisdiction makes an order) that You be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation).
    3. Termination
    4. Either party may terminate this agreement without cause and without the need to compensate the other party, at any time, by giving 28 days written notice (including by email) to the other party. At the end of this period, You will have no right to use the Platform and Your Profile shall be removed from the Platform.
    5. Either party may terminate the provision or use of the Service and the Platform (as the case may be) with immediate effect by written notice (including by email) to the other party if if the other party (i) is unable to pay its debts as they fall due, (ii) passes a resolution for winding up (other than for the purposes of a solvent amalgamation or reconstruction) or if a court of competent jurisdiction makes an order to that effect, (iii) enters into a composition or scheme of arrangement with its creditors or if a receiver, manager, administrator or administrative receiver is appointed over any of its assets, (iv) ceases or threatens to cease to do business; or (v) an analogous event occurs to the other party in any jurisdiction.
    6. Either party may terminate the provision or use of the Service and the Platform (as the case may be) with immediate effect by written notice (including by email) to the other party if the other party does or suffers to be done anything that is likely to bring that party’s name or reputation into disrepute.
    7. We may terminate the provision of the Service and the Platform to You with immediate effect by written notice (including by email) to You if (i) You fail materially to comply with Your obligations under this agreement or (ii) You provide any materially misleading or inaccurate information.
    8. Termination of this agreement for any reason shall not affect any rights, remedies or obligations of the Parties that have accrued or become due prior to termination.
    9. The provisions of clauses 5, 7, 8, 9, 11 and 12 shall continue in full force and effect after termination or expiry of this agreement.
    10. Liability
    11. Nothing in this Agreement shall seek to exclude or limit the liability of either party:
    12. for death or personal injury caused by the negligence of a party or its directors, employees, agents or subcontractors;
    13. for any fraud or fraudulent misrepresentation;
    14. to the extent such limitation or exclusion is not permitted by law.
    15. Subject to clause 11.1, Our liability to You for any and all loss, injury or damage suffered in connection with this Agreement shall to the extent permitted by law:
    16. for each event or series of connected events, be limited to the sum of £50.
    17. not extend to, and We shall not be liable for, whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
    18. any loss (whether direct or indirect) of donations or gift aid, profits, business, business opportunities, revenue, turnover, reputation or goodwill;
    19. loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or
    20. any loss or liability (whether direct or indirect) under or in relation to any other contract.
    21. 12. Rights of the Foundation
      1. The Foundation shall have the right to enforce the terms of clauses 7, 8 and 9 of this agreement.
      2. General
    22. “Force Majeure”means any event beyond the reasonable control of either of the Parties including but not limited to: any Act of God, act or threat of terrorism, war or government action or restriction; any strike, lock-out, industrial action; any fire, flood, drought, tempest, epidemic or pandemic or any failure of any utility or computerised telephonic or on-line systems operated by any third party.
    23. If We are affected by Force Majeure We will seek to notify You by email of the nature and extent of the circumstances in question and shall use reasonable endeavours to find alternative ways to continue to fulfil Our obligations under this agreement.
    24. Notwithstanding any other provision of this agreement We shall not be deemed to be in breach of this agreement or otherwise liable to the other for any delay in the performance or non-performance of any of Our obligations under this agreement to the extent that the delay or non-performance is due to any Force Majeure and the time for performance of that obligation shall be extended accordingly.
    25. If the relevant Force Majeure prevails for a continuous or aggregate period in excess of fourteen (14) days after the date on which the Force Majeure begins, We may elect to terminate this Agreement.
    26. No failure or delay by either Party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same or of some other power, right or remedy.
    27. If any provision of this agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law then such provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable and the enforceability of the remainder of this agreement shall not be affected.
    28. This agreement and the documents referred to in it including Your Profile, contains the entire agreement between Us relating to the Platform and the Service being provided by Us. We each acknowledge that, in entering into this agreement, neither of Us has relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement. Nothing in this clause shall exclude or limit any liability for fraud.
    29. You may not assign or purport to assign the benefit of any of its rights under this agreement without our prior written consent.
    30. Subject to clause 12, which confers the right on the Foundation to enforce specified provisions of this agreement, nothing in this agreement shall confer on any third party the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
    31. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
    32. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
    33. Notices
    1. We may give notice to You under this agreement to email to the email address included in Your Profile and such notice will be effective when sent. If you fail to provide or update valid contact information in Your Profile You waive your right to receive notice under this agreement during the period of such failure.
    2. You may give notice to Us under this agreement by email: hello@poweredbypercent.com Such notice will be effective when sent.

 

 

Schedule 1 – Data Processing

Scope, nature & purpose of processing – the provision of the Services by Percent for You.

Duration of the processing – term of the Agreement and as otherwise permitted or required under the Data Protection Legislation.

Types of personal data –

Identity data: names of your employees or representatives.

Contact data:  Your representative’s email addresses, your representative’s telephone number(s)

Profile & technical data: data linked to each users use of the Platform

Marketing & communications data: including any marketing and communication preferences.

Charity Platform account information: information about your Platform account, including log-in details, details of this Agreement, communications through the Platform.

Transaction & payment information: bank account details which you provide to us in order to receive Donations; information about payments which we make to you.

Categories of data subject: Your employees and authorised representatives.

Australia Charity Terms & Conditions

 

Terms and Conditions for Charities using the Percent Platform

These We Are Percent Charity Terms and Conditions (referred to as this Agreement) set out the basis on which We Are Percent Limited of Unit 2.05 12-18 Hoxton Street, London, England, N1 6NG (company number 09387321) (“We” or “Us” or “Our”) allow charities (“You” or “Your”) access to the Percent Platform (“Platform”). They set out Our and Your respective rights and obligations when You use the Platform.

 

By using the Platform You accept this Agreement and any subsequent updates of them posted to the Platform.  If You do not wish to be bound by this Agreement, You should not continue to use the Platform. These We Are Percent Charity Terms and Conditions were last updated on 19th April 2021 and supersede and replace all previous agreements governing use of the Platform. We may amend this Agreement at any time with or without giving You notice by posting an updated version of this Agreement on the Platform. It is the latest version of these We Are Percent Charity Terms and Conditions that will govern Your usage of the Platform. Every time you wish to use the Platform, please check the terms and conditions page on the Platform for any updated We Are Percent Charity Terms and Conditions.

 

These We Are Percent Charity Terms and Conditions refer to the following policies and procedures which also applies Your use of the Platform:

  • Our Privacy Policy https://poweredbypercent.com/legal#privacy-policy
  • the undeliverable donations policy
  • the payments procedures
  1. Glossary of defined terms:
  1. For the purposes of this Agreement the following terms have the meanings set out below:
  2. Agreement” means these We Are Percent Charity Terms and Conditions as amended and updated from time to time in accordance with its terms;
  3. Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth);
  4. “Bank Account” and “Bank Details”means the details of Your bank account provided to Us by You;
  5. Data Protection Legislation” means applicable legislation protecting the personal data of natural persons, including: [(i)] Australian Privacy Act 1988 (Cth), Spam Act 2003 (Cth) and the Do Not Call Register Act 2003 (Cth); and [(ii)] any successor legislation to the Australian Privacy Act 1988 (Cth), together with binding guidance and codes of practice issued from time to time by relevant supervisory authorities.
  6. Donor” is a user of the Platform that makes a Donation to the Foundation on a Donor Advised Basis;
  7. Donor Advised Basis” means that the Donor will advise the Foundation of the charity on the Platform that they would recommend receives the Donation. The Donation is an outright donation to the Foundation and the application of the Donation for charitable purposes is at the discretion of the Foundation. However, subject to the completion of satisfactory due diligence, the Foundation will seek where possible to make grants in accordance with the recommendations of Donors.
  8. Donation” is a donation made by a Donor to the Foundation using the Platform to be held and applied by the Foundation on a Donor Advised Basis;
  1. “Foundation” is as at the date of this Agreement, The Trustee for Intelligent Foundation (a public ancillary fund that is registered with the Australian Charities and Not-for-profits Commission with Australian Business Number 48156978613) or such other charitable entity selected by us to facilitate the payment of Donations from time to time
  2. “Intellectual Property Rights” means patents, trade marks, service marks, rights (whether registered or unregistered) in any designs, trade or business names and copyright (including rights in computer software), database rights, and topography rights, know-how, lists of suppliers and customers and other confidential and proprietary knowledge and information, rights protecting goodwill and reputation, applications for any of the foregoing and all rights or forms of protection of a similar nature or having equivalent effect anywhere in the world.
  3.  “Organisations” are third party business organisations that may encourage their various stakeholders, including their staff and customers, to make donations of time and money to charities and other good causes, and to facilitate matched giving donations by the organisations themselves, by providing them access to the Platform;
  4. “Personal Data” means information or an opinion about an individual from which that individual could be reasonably identified and as otherwise defined in the Data Protection Legislation.
  5. “Profile” means Your charity’s profile on the Platform;
  6. “Service” is the service provided by the Platform including but not limited to display of your Profile for the purpose of faciliation Donations on a Donor Advised Basis subject to this Agreement.
  1. Use of Service
  1. Acceptance of Your registration to use the Platform is at Our sole discretion but if We accept You, We will provide You with access to the Service unless and until it is suspended or terminated in accordance with this Agreement.
  2. If We accept Your registration to use the Service, You must set up a user ID and password. You will be responsible for the proper use of Your user ID and password and taking all necessary steps to keep these confidential and secure, to use them properly and not to make these available to unauthorised people.
  3. Your warrant and represent that the person completing the Profile is be duly authorised by You to do so on Your behalf. We may but are under no obligation to undertake checks of third party resources to verify this.
  4. You must complete Your Profile and provide Your Bank Details and be accepted by Us in order to use the Services. The Bank Account must be in Your name. You must keep Your Profile regularly updated and inform Us straight away if Your Bank Details change.
  5. You warrant and represent that the information in Your Profile and Your Bank Details are true and accurate and must not be misleading. It must accurately reflect Your charitable purposes. It must not contain any inappropriate content. We reserve Our absolute right to remove Your Profile from the Platform in the event that We, in our sole discretion, determine any content provided by You is inappropriate.
  6. We may seek further information from You, and relevant third parties, to verify and audit the accuracy of the information provided by You. We may also ask You to provide further information as part of our due diligence procedures. If You fail provide such information We retain absolute discretion to reject Your registration or remove Your Profile from the Platform in Our sole discretion.
  7. You will only use monies received from the Foundation for purposes that are charitable under the laws of the Commonwealth of Australia and its states and territories and in particular those purposes set out in Your Profile.
  8. We retain absolute discretion to remove Your Profile from the Platform if as a result of our due diligence procedures, We consider that it is inappropriate for You to remain on the Platform. The reasons for this include, but are not limited to, that You are not up-to-date with Your filing requirements with the relevant charity regulator or that You are subject to regulatory action by such regulator.
  9. If a Donor’s recommendation in relation to their Donation relates to You and You are no longer on the Platform or have not be accepted by Us, the Donation shall be dealt with in accordance with the undeliverable donations policy [link to be added].
  1. The Service
  1. We make Your Profile available on the Platform to third parties to enable Donors to identify the charity that they would wish to support. This will include Your Profile appearing on websites, services and platforms of Organisations that enable access to the Platform so that their customers and/or employees can make Donations.
  2. We will not charge You any fees for using the Platform. In some cases Donors may be charged a fee for making Donations using the Platform, in which case the Donors will be made aware of the fee to be charged before it is charged.
  3. Grants made by the Foundation to charities listed on the Platform will be disbursed through the Platform. Further details are set out in the payments procedures [link to be added] on the Platform.
  1. Continuity of Service
  1. You acknowledge We are granting access to use the Platform to certain Organisations and users to allow them to make Donations. However, We are not providing any sort of fundraising advice or services to You and do not guarantee You will receive any Donations.
  2. Subject to any consumer guarantees applicable to Your use of Platform under the Australian Consumer Law, You agree Your use of the Platform, the Service is on an “as is” and “as available” basis and that Your use of Platform and the Service is at Your sole risk. We aim to ensure that the Service and the Platform are provided in a professional and timely manner and that the Service is available continuously but We reserve the right to modify, suspend or discontinue all or any part of the Service and the Platform at any time with or without notice.
  3. We do not guarantee continuous uninterrupted or secure access to the Platform. We may without any liability to You suspend the use and operation of the Platform at any time, for example for systems maintenance or upgrades. The use and operation of the Platform may also be interrupted by factors that are outside our control. Except as expressly set out in this Agreement and any applicable consumer guarantees under the Australian Consumer Law, We do not provide any representations or warranties in relation to the Platform or the Service and to the extent permitted by law exclude all representations, warranties and conditions implied by applicable law.
  1. Data Protection
  1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
  2. You acknowledge that we collect and process the information set out in Schedule 1 and You warrant that Your will obtain all necessary appropriate consents and provide all notices required by applicable Data Protection Legislation in place to enable the lawful transfer of the Personal Data to Us for the duration and purposes of this Agreement.

3..   When Donors use the Platform and make a Donation that they advise they would like to be received by You, We will ask them to if they agree to be contacted by You. If they agree We will provide You with contact details of the Donor in Your account report and You agree that You will not use any Donor personal information (“Donor Data”) We give You for any purpose other than in accordance with the Our Privacy Policy and in no event for the purpose of direct marketing or sending a commercial electronic message unless you have directly received the express consent of the Donor to do so and comply with all time with Data Protection Legislation

 

 

4..   You and we agree to comply with our respective obligations under the Data Protection Legislation.

  1. If a Donor subsequently asks for their details to be updated or removed from the Platform and our records (“Donor Request”) We will update or delete their Personal Data in accordance with the Donor Request and You must do the same on receipt of our notification to you or if You receive a Donor Request directly. You agree to (i) comply promptly with any Donor Request and (ii) regularly update Your own records and only to use the records applicable to You in respect of any Donor Data captured using the Platform to ensure that You do not contact Donors who have withdrawn their consent to be contacted by You.
  1. Intellectual Property Rights
  1. Subject to any express terms set out in this Agreement, You hereby grant Us a non-exclusive, perpetual, irrevocable transferable, sublicensable, royalty free and world-wide licence to use or display Your name and logo, and the content of Your Profile on the Platform and to sub-license the same to the Organisations to enable Us and the Organisations to promote the making of Donations through the Platform. You warrant You are the owner of the Intellectual Property Rights in the name and logo and the content uploaded to Your Profile, that they do not infringe any third party Intellectual Property Rights and that You are entitled to grant the licence in this clause to Us. This licence will terminate in the event this Agreement between us terminates. You may inform Us if you do not want any Organisation to use Your name and logo and We will discuss this matter with You.
  2. Any Intellectual Property Rights in Your name, logo and the content of Your Profile remain vested in You and all goodwill generated as a result of Our use of Your name and logo shall vest in You.
  3. Our name and logo and all content of the Platform and all Intellectual Property Rights therein are owned by Us or licensed to Us and are protected by applicable Intellectual Property Rights and laws. The Platform itself and any Intellectual Property Rights therein (including without limitation in the website design, any related wireframes, source code or databases) remain vested in Us and all goodwill generated as a result of Your use of Our name and logo shall vest in Us. You may not disassemble, decompile, reverse translate or in any other manner decode the Platform, except as permitted by applicable law.
  1. Representations and Warranties
  1. You represent and warrant to Us and to the Foundation that:
  2. You are a charity established under the laws of the Commonwealth of Australia or its states or territories as applicable;
  3. You are registered with the Australian Charities and Not-for-profits Commission ;
  4. You will apply monies received from the Foundation as a result of Donations made through the Platform to further Your charitable purposes in accordance with all applicable laws;
  5. You will not apply any monies received from the Foundation for purposes that are not charitable under the applicable laws of Commonwealth of Australia or its states or territories;
  6. You have the requisite power and authority to enter into this Agreement and to carry out and perform Your obligations under the terms of this Agreement;
  7. Compliance with this Agreement does not and will not conflict with, or constitute a default under any contract, agreement, instrument, order, statute, rule or regulation applicable to You.
  8. Records and reporting
    1. You shall maintain records of receipts of funds received from the Foundation via the Platform and the expenditure of those funds for at least 7 years.
    2. You shall respond to any reasonable request from Us or from the Foundation for information about the application of funds received from the Foundation via the Platform. We will usually only make such a request where You have received substantial amounts from the Foundation via the Platform or if We or the Foundation have reasonable grounds for concern that You may not have applied funds received for purposes that are charitable under the applicable laws of Commonwealth of Australia or its states or territories.

 

  1. Repayment
    1. You shall promptly repay to the Foundation any money incorrectly paid to You either as a result of an administrative error or otherwise. This includes (without limitation) situations where either an incorrect sum of money has been paid to You or where monies have been paid to You in error.
    2. The Foundation may at its discretion withhold or suspend the making of any grants to you and/or require repayment of any grants made to You if:
      1. You use the grant for purposes that are not charitable under the applicable laws of the Commonwealth of Australia or its states or territories; or
      2. You provide Us or the Foundation with any materially misleading or inaccurate information; or
      3. You cease to operate for any reason, or You pass a resolution (or any court of competent jurisdiction makes an order) that You be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); or
      4. You breach any of the representations and warranties as set out in clause 7.

 

  1. Termination
  2. A party may terminate this Agreement without cause and without the need to compensate the other party, at any time, by giving [28 days] written notice (including by email) to the other party. At the end of this period, You will have no right to use the Platform and Your Profile shall be removed from the Platform.
  3. To the extent permitted by applicable laws, a party may terminate the provision or use of the Service and the Platform (as the case may be) with immediate effect by written notice (including by email) to the other party if the other party (i) is unable to pay its debts as they fall due, (ii) passes a resolution for winding up (other than for the purposes of a solvent amalgamation or reconstruction) or if a court of competent jurisdiction makes an order to that effect, (iii) enters into a composition or scheme of arrangement with its creditors or if a receiver, manager, administrator or administrative receiver is appointed over any of its assets, (iv) ceases or threatens to cease to do business; or (v) an analogous event occurs to the other party in any jurisdiction.
  4. A party may terminate the provision or use of the Service and the Platform (as the case may be) with immediate effect by written notice (including by email) to the other party if the other party does or suffers to be done anything that is likely to bring that party’s name or reputation into disrepute.
  5. A party may terminate the provision or use of the Service and the Platform (as the case may be) with immediate effect by written notice (including by email) to the other party if (i) the other party fails materially to comply with its obligations under these Terms of use or (ii) the other party provides any materially misleading or inaccurate information to the first party.
  6. Termination of this Agreement for any reason shall not affect any rights, remedies or obligations of any parties that have accrued or become due prior to termination.
  7. The provisions of clauses 5, 7, 8, 9, 11 and 12 shall continue in full force and effect after termination or expiry of this Agreement.
  8. Liability
  9. Nothing in this Agreement shall seek to exclude or limit the liability of either party to the extent such limitation or exclusion is not permitted by applicable law:
  10. for death or personal injury caused by the negligence of a party or its directors, employees, agents or subcontractors;
  11. for any fraud or fraudulent misrepresentation; or
  12. under the Australian Consumer Law.
  13. Subject to clause 11.1, Our liability to You for any and all loss, injury or damage suffered in connection with this Agreement shall to the extent permitted by applicable law:
  14. for each event or series of connected events, be limited to the sum of $50;
  15. not extend to, and We shall not be liable for, whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
  16. any loss (whether direct or indirect) of donations or gift aid, profits, business, business opportunities, revenue, turnover, reputation or goodwill;
  17. loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or
  18. any loss or liability (whether direct or indirect) under or in relation to any other contract.
  19. 12. Rights of the Foundation
    1. The Foundation shall have the right to enforce the terms of clauses 7, 8 and 9 of this Agreement.
    2. General
  20. “Force Majeure”means any event beyond the reasonable control of either of the Parties including but not limited to: any Act of God, act or threat of terrorism, war or government action or restriction; any strike, lock-out, industrial action; any fire, flood, drought, tempest, epidemic or pandemic or any failure of any utility or computerised telephonic or on-line systems operated by any third party.
  21. If We are affected by Force Majeure We will seek to notify You by email of the nature and extent of the circumstances in question and shall use reasonable endeavours to find alternative ways to continue to fulfil Our obligations under this Agreement.
  22. Notwithstanding any other provision of this Agreement We shall not be deemed to be in breach of this Agreement or otherwise liable to the other for any delay in the performance or non-performance of any of Our obligations under this Agreement to the extent that the delay or non-performance is due to any Force Majeure and the time for performance of that obligation shall be extended accordingly.
  23. If the relevant Force Majeure prevails for a continuous or aggregate period in excess of fourteen (14) days after the date on which the Force Majeure begins, We may elect to terminate this Agreement.
  24. No failure or delay by either Party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same or of some other power, right or remedy.
  25. If any provision of this Agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law then such provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable and the enforceability of the remainder of this Agreement shall not be affected.
  26. This Agreement and the documents referred to in it including Your Profile, contains the entire agreement between Us relating to the Platform and the Service being provided by Us. We each acknowledge that, in entering into this Agreement, neither of Us has relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement or as required under the Australian Consumer Law. Nothing in this clause shall exclude or limit any liability for fraud.
  27. You may not assign or purport to assign the benefit of any of its rights under this Agreement without our prior written consent.
  28. Subject to clause 12, which confers the right on the Foundation to enforce specified provisions of this Agreement, nothing in this Agreement shall confer on any third party to enforce any term of this Agreement.
  29. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of New South Wales, Australia.
  30. Each Party irrevocably agrees that the courts of New South Wales, Australia shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
  31. Notices
    1. We may give notice to You under this Agreement to email to the email address included in Your Profile and such notice will be effective when sent. If you fail to provide or update valid contact information in Your Profile You waive your right to receive notice under this Agreement during the period of such failure.
    2. You may give notice to Us under this Agreement by email: hello@poweredbypercent.com. Such notice will be effective when sent.

 

 

Schedule 1 – Data Processing

Scope, nature & purpose of processing – the provision of the Services by Percent for You.

Duration of the processing – term of the Agreement and as otherwise permitted or required under the Data Protection Legislation.

Types of personal data –

Identity data: names of your employees or representatives.

Contact data:  Your representative’s email addresses, your representative’s telephone number(s)

Profile & technical data: data linked to each users use of the Platform

Marketing & communications data: including any marketing and communication preferences.

Charity Platform account information: information about your Platform account, including log-in details, details of this Agreement, communications through the Platform.

Transaction & payment information: bank account details which you provide to us in order to receive Donations; information about payments which we make to you.

Categories of data subject: Your employees and authorised representatives.

International Charity Terms & Conditions

International Charity Terms & Conditions

Terms of use for non-UK Charities using the Percent Platform

These terms of use set out the basis on which We Are Percent Limited of Unit 2.05 12-18 Hoxton Street, London, England, N1 6NG (company number 09387321) (“We” or “Us” or “Our”) allow non-UK charities (“You” or “Your”) access to the Percent Platform (“Platform”). They set out our respective rights and obligations when You use the Platform.

By using the Platform You accept these terms of use and any subsequent updates of them. If You do not wish to be bound by these terms of use, You should not continue to use the Platform. These terms of use were last updated on 28th April 2021 and supersede and replace all previous terms of use for the Platform. We may amend these terms at any time with or without giving You notice by posting an updated version of these terms on Our website. It is the latest version of these terms that will govern Your usage of the Platform. Please check the terms and conditions page on Our website for any updated terms.

  1. Glossary of defined terms:
  1. For the purposes of these terms
  2. “Bank Account” and “Bank Details”means the details of Your bank account provided to Us by You;
  3. Data Protection Legislation” means applicable legislation protecting the personal data of natural persons, including: (i) the Data Protection Act 2018 (ii) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) and (iii) any successor legislation to the GDPR or the Data Protection Act 2018, together with binding guidance and codes of practice issued from time to time by relevant supervisory authorities. The terms “data”, “personal data”, “controller”, “processor”, “data subject” and “process” or “processing” have the same meanings as used in the Data Protection Legislation;
  4. Donor” is a user of the Platform that makes a Donation to the Foundation on a Donor Advised Basis;
  5. Donor Advised Basis” means that the Donor will advise the Foundation of the charity on the Platform that they would recommend receives the Donation. The Donation is an outright donation to the Foundation and the application of the Donation for charitable purposes is at the discretion of the Foundation. However, subject to the completion of satisfactory due diligence, the Foundation will seek where possible to make grants in accordance with the recommendations of Donors.
  6. Donation” is a donation made by a Donor to the Foundation using the Platform to be held and applied by the Foundation on a Donor Advised Basis;
  7. Eligible Entity” is a non-uk charity that meets the requirements set out in Schedule 2 to these terms of use;
  8. Foundation” is the Intelligent Foundation (a charitable incorporated organisation that is registered with the Charity Commission for England and Wales under number 1192508) or such other charitable entity registered with the Charity Commission for England and Wales selected by us that receives Donations on a Donor Advised Basis via the Platform;
  9. “Organisations”are business organisations that encourage their various stakeholders, including their staff and customers, to make donations of time and money to charities and other good causes, and to facilitate matched giving donations by the organisations themselves, by providing them access to the Platform;
  10. “Profile”means Your charity’s profile on the Platform;
  11. “Service”is the service provided by the Platform.
  1. Use of Service
  1. Acceptance of Your registration to use the Platform is at Our sole discretion.
  2. You must meet the requirements to qualify as an Eligible Entity in order to use the Platform. This will be assessed by Us once You have completed an eligibility application.
  3. If Your registration to use the Platform is accepted, We will provide You with access to the Service unless and until it is suspended or terminated in accordance with these terms and conditions.
  4. When We accept Your registration to use the Service, You will set up a user ID and password. You will be responsible for the proper use of these and taking all necessary steps to keep these confidential and secure, to use them properly and not to make these available to unauthorised people.
  5. The person completing the Profile must be duly authorised by You to do so. We may undertake checks of third party resources to verify this.
  6. You must complete Your Profile and provide Your Bank Details in order to access the Service. The Bank Account must be in Your name. You must provide any documentation that we request to enable Us to verify Your Bank Details. You must keep Your Profile regularly updated and inform Us straight away if Your Bank Details change.
  7. The Profile must be true and accurate and must not be misleading. It must accurately reflect Your charitable purposes. It must not contain any inappropriate content. We reserve Our absolute right to remove Your Profile from the Platform in the event that We, in our sole discretion, determine any content provided by You is inappropriate.
  8. We may seek further information from You, and relevant third parties, to verify and audit the accuracy of the information provided by You. We may also ask You to provide further information as part of our due diligence procedures.
  9. You will only use monies received from the Foundation for purposes that are charitable under the law of England and Wales and in particular those purposes set out in Your Profile. Depending on the level of the Donations, You may be required to provide a confirmatory letter to the Foundation or to enter into grant agreement with the Foundation.
  10. We retain absolute discretion to remove Your Profile from the Platform if as a result of our due diligence procedures, We consider that it is inappropriate for You to remain on the Platform. The reasons for this include that You do not meet the requirements to qualify as an Eligible Entity or that You are not up-to-date with Your filing requirements with the relevant charity regulator or that You are subject to regulatory action by such regulator.
  • If a Donor’s recommendation in relation to their Donation relates to a charity that is no longer on the Platform, the Donation shall be dealt with in accordance with the undeliverable donations policy [link to be added].
  1. The Service
  1. We make Your Profile available to third parties to enable Donors to identify the charity that they would wish to support. This will include Your Profile appearing on the websites, services and platforms of Organisations that enable access to the Platform so that their customers and/or employees can make Donations.
  2. We will not charge You any fees for using the Platform. In some cases Donors may be charged a fee for making Donations using the Platform, in which case the Donors will be made aware of the fee to be charged.
  3. Grants made by the Foundation to charities on the Platform will be disbursed through the Platform. Further details are set out in the payments procedures [link to be added] on the Platform.
  1. Continuity of Service
  1. You acknowledge We are licensing the right to use the Platform to certain Organisations and users to allow them to make Donations. However We are not providing any sort of fundraising advice or services to You and do not guarantee You will receive any Donations.
  2. You agree Your use of the Platform, the Service is on an “as is” and “as available” basis and that Your use of Platform and the Service is at Your sole risk. We will make every effort to ensure that the Service and the Platform are provided in a professional and timely manner and that the Service is available continuously but We reserve the right to modify, suspend or discontinue all or any part of the Service and the Platform at any time with or without notice.
  3. We do not guarantee continuous uninterrupted or secure access to the Platform. We may without any liability to You suspend the use and operation of the Platform at any time, for example for systems maintenance or upgrades. The use and operation of the Platform may also be interrupted by factors that are outside our control. Except as expressly set out in these terms of use, We do not provide any representations or warranties in relation to the Platform or the Service and to the extent permitted by law exclude all representations, warranties and conditions implied by law.
  1. Data Protection
  1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
  2. The parties acknowledge that for the purposes of the Service and subject to clause 5.6, You are the Controller and We are the Processor. [Schedule 1 sets out the scope, nature and purpose of processing by Us, the duration of the processing and the types of Personal Data and categories of Data Subject.]
  3. Without prejudice to the generality of clause 1, You will ensure that all necessary appropriate consents and notices in place to enable the lawful transfer of the Personal Data to Us for the duration and purposes of this agreement.
  4. Without prejudice to the generality of clause 5.1, We shall, in relation to any Personal Data processed in connection with the performance by Us of Our obligations under this agreement:
    1. process that Personal Data only on Your documented written instructions [which are set out in Schedule 1] unless We are required by Domestic Law to otherwise process that Personal Data. Where We are relying on Domestic Law as the basis for processing Personal Data, We shall promptly notify You of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits Us from so notifying You;
    2. ensure that We have in place appropriate technical and organisational measures, reviewed and approved by You, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
    3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
    4. not transfer any Personal Data outside of the UK unless Your prior written consent has been obtained and the following conditions are fulfilled:
      1. either You or Us have provided appropriate safeguards in relation to the transfer;
      2. the data subject has enforceable rights and effective legal remedies;
      3. We comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
      4. We comply with reasonable instructions notified to US in advance by You with respect to the processing of the Personal Data;
    5. assist You, at Your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    6. notify You without undue delay on becoming aware of a Personal Data Breach;
    7. at Your written direction, delete or return Personal Data and copies thereof to You on termination of the agreement unless required by Domestic Law to store the Personal Data; and
    8. maintain complete and accurate records and information to demonstrate its compliance with this clause 5.
    9. When Donors use the Platform and make a Donation that they advise they would like to be received by You, We will ask them to if they agree to be contacted by You. If they agree We will provide You with contact details of the Donor in Your account report and You agree that You will not use any Donor personal information (“Donor Data”) We give You for any purpose other than in accordance with the purpose for which it was given by them.[i]
    10. The parties acknowledge that for the purposes of Donor Data which We process in connection with the provision and receipt of the Services We are the Controller. Where we transfer Donor Data to You in accordance with the Donor’s consent, both You and Us are Controllers in our own right.
    11. We will ensure that we have in place all necessary notices and/or consents to enable the lawful transfer of personal data to You.
    12. The parties agree to comply with their respective obligations under the Data Protection Legislation.
    13. If a Donor subsequently asks for their details to be updated or removed from the Platform and our records (“Donor Request”) We will update or delete their personal data in accordance with the Donor Request and will ask You to do the same. You agree to (i) comply promptly with any Donor Request and (ii) regularly update Your own records and only to use the records applicable to You in respect of any Donor Data captured using the Platform to ensure that You do not contact Donors who have withdrawn their consent to be contacted by You.
  1. Intellectual Property Rights
  1. Intellectual Property Rightsmeans patents, trade marks, service marks, rights (whether registered or unregistered) in any designs, trade or business names and copyright (including rights in computer software), database rights, and topography rights, know-how, lists of suppliers and customers and other confidential and proprietary knowledge and information, rights protecting goodwill and reputation, applications for any of the foregoing and all rights or forms of protection of a similar nature or having equivalent effect anywhere in the world.
  2. You hereby grant Us a non-exclusive, royalty free and world-wide licence to use or display Your name and logo, and the content of Your Profile on the Platform and to sub-license the same to the Organisations to enable Us and the Organisations to promote the making of Donations through the Platform. You warrant You are the owner of the name and logo and the content of Your Profile, that they do not infringe any third party Intellectual Property Rights and that You are entitled to grant the licence in this clause to Us. This licence will terminate in the event this agreement between us terminates. You may inform Us if you do not want any Organisation to use Your name and logo and We will discuss this matter with You.
  3. Any Intellectual Property Rights in Your name, logo and the content of Your Profile remain vested in You and all goodwill generated as a result of Our use of Your name and logo shall vest in You.
  4. Our name and logo and all content of the Platform and all Intellectual Property Rights therein are owned by Us or licensed to Us and are protected by applicable Intellectual Property Rights and laws. The Platform itself and any Intellectual Property Rights therein (including without limitation in the website design, any related wireframes, source code or databases) remain vested in Us and all goodwill generated as a result of Your use of Our name and logo shall vest in Us. You may not disassemble, decompile, reverse translate or in any other manner decode the Platform, except as permitted by law.
  1. Representations and Warranties
  1. You represent and warrant to Us and to the Foundation that:
  2. You meet the requirements to qualify as an Eligible Entity ;
  3. You will apply monies received from the Foundation as a result of Donations made through the Platform to further Your charitable purposes in accordance with all applicable laws;
  4. You will apply any monies received from the Foundation only for purposes that are charitable under the laws of England and Wales;
  5. You have the requisite power and authority to enter into this agreement and to carry out and perform Your obligations under the terms of this agreement;
  6. Compliance with this agreement does not and will not conflict with, or constitute a default under any contract, agreement, instrument, order, statute, rule or regulation applicable to You.
  7.  Monitoring and audit
    1. You shall maintain records of receipts of funds received from the Foundation via the Platform and the expenditure of those funds for at least 7 years.
    2. You shall respond to any request from Us or from the Foundation for information about the application of funds received from the Foundation via the Platform. We or the Foundation will make such a request (a) as part of Our or the Foundation’s overall monitoring and audit policies and procedures to ensure that Donations are only applied for purposes that are charitable under the law of England and Wales (b) where You have received substantial amounts from the Foundation via the Platform or (c) if We or the Foundation have concerns that You may not have applied funds received for purposes that are charitable under the law of England and Wales.
  8. Repayment
    1. You shall promptly repay to the Foundation any money incorrectly paid to You either as a result of an administrative error or otherwise. This includes (without limitation) situations where either an incorrect sum of money has been paid to You or where monies have been paid to You in error.
    2. The Foundation may at its discretion withhold or suspend the making of any grants to you and/or require repayment of any grants made to You if:
      1. You use the grant for purposes that are not charitable under the law of England and Wales; or
      2. You provide Us or the Foundation with any materially misleading or inaccurate information; or
      3. You cease to operate for any reason, or You pass a resolution (or any court of competent jurisdiction makes an order) that You be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation).
    3. Termination
    4. Either party may terminate this agreement without cause and without the need to compensate the other party, at any time, by giving 28 days written notice (including by email) to the other party. At the end of this period, You will have no right to use the Platform and Your Profile shall be removed from the Platform.
    5. Either party may terminate the provision or use of the Service and the Platform (as the case may be) with immediate effect by written notice (including by email) to the other party if if the other party (i) is unable to pay its debts as they fall due, (ii) passes a resolution for winding up (other than for the purposes of a solvent amalgamation or reconstruction) or if a court of competent jurisdiction makes an order to that effect, (iii) enters into a composition or scheme of arrangement with its creditors or if a receiver, manager, administrator or administrative receiver is appointed over any of its assets, (iv) ceases or threatens to cease to do business; or (v) an analogous event occurs to the other party in any jurisdiction.
    6. Either party may terminate the provision or use of the Service and the Platform (as the case may be) with immediate effect by written notice (including by email) to the other party if the other party does or suffers to be done anything that is likely to bring that party’s name or reputation into disrepute.
    7. We may terminate the provision of the Service and the Platform to You with immediate effect by written notice (including by email) to You if (i) You fail materially to comply with Your obligations under this agreement or (ii) You provide any materially misleading or inaccurate information.
    8. Termination of this agreement for any reason shall not affect any rights, remedies or obligations of the Parties that have accrued or become due prior to termination.
    9. The provisions of clauses 5, 7, 8, 9, 11 and 12 shall continue in full force and effect after termination or expiry of this agreement.
    10. Liability
    11. Nothing in this Agreement shall seek to exclude or limit the liability of either party:
    12. for death or personal injury caused by the negligence of a party or its directors, employees, agents or subcontractors;
    13. for any fraud or fraudulent misrepresentation;
    14. to the extent such limitation or exclusion is not permitted by law.
    15. Subject to clause 11.1, Our liability to You for any and all loss, injury or damage suffered in connection with this Agreement shall to the extent permitted by law:
    16. for each event or series of connected events, be limited to the sum of £50.
    17. not extend to, and We shall not be liable for, whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
    18. any loss (whether direct or indirect) of donations or gift aid, profits, business, business opportunities, revenue, turnover, reputation or goodwill;
    19. loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or
    20. any loss or liability (whether direct or indirect) under or in relation to any other contract.
    21. 12. Rights of the Foundation
      1. The Foundation shall have the right to enforce the terms of clauses 7, 8 and 9 of this agreement.
      2. General
    22. “Force Majeure”means any event beyond the reasonable control of either of the Parties including but not limited to: any Act of God, act or threat of terrorism, war or government action or restriction; any strike, lock-out, industrial action; any fire, flood, drought, tempest, epidemic or pandemic or any failure of any utility or computerised telephonic or on-line systems operated by any third party.
    23. If We are affected by Force Majeure We will seek to notify You by email of the nature and extent of the circumstances in question and shall use reasonable endeavours to find alternative ways to continue to fulfil Our obligations under this agreement.
    24. Notwithstanding any other provision of this agreement We shall not be deemed to be in breach of this agreement or otherwise liable to the other for any delay in the performance or non-performance of any of Our obligations under this agreement to the extent that the delay or non-performance is due to any Force Majeure and the time for performance of that obligation shall be extended accordingly.
    25. If the relevant Force Majeure prevails for a continuous or aggregate period in excess of fourteen (14) days after the date on which the Force Majeure begins, We may elect to terminate this Agreement.
    26. No failure or delay by either Party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same or of some other power, right or remedy.
    27. If any provision of this agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law then such provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable and the enforceability of the remainder of this agreement shall not be affected.
    28. This agreement and the documents referred to in it including Your Profile, contains the entire agreement between Us relating to the Platform and the Service being provided by Us. We each acknowledge that, in entering into this agreement, neither of Us has relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement. Nothing in this clause shall exclude or limit any liability for fraud.
    29. You may not assign or purport to assign the benefit of any of its rights under this agreement without our prior written consent.
    30. Subject to clause 12, which confers the right on the Foundation to enforce specified provisions of this agreement, nothing in this agreement shall confer on any third party the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
    31. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
    32. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
    33. Notices
    1. We may give notice to You under this agreement to email to the email address included in Your Profile and such notice will be effective when sent. If you fail to provide or update valid contact information in Your Profile You waive your right to receive notice under this agreement during the period of such failure.
    2. You may give notice to Us under this agreement by email: hello@poweredbypercent.com Such notice will be effective when sent.

 

Schedule 1 – Data Processing

Scope, nature & purpose of processing – the provision of the Services by Percent for You.

Duration of the processing – term of the Agreement and as otherwise permitted or required under the Data Protection Legislation.

Types of personal data –

Identity data: names of your employees or representatives.

Contact data:  Your representative’s email addresses, your representative’s telephone number(s)

Profile & technical data: data linked to each users use of the Platform

Marketing & communications data: including any marketing and communication preferences.

Charity Platform account information: information about your Platform account, including log-in details, details of this Agreement, communications through the Platform.

Transaction & payment information: bank account details which you provide to us in order to receive Donations; information about payments which we make to you.

Categories of data subject: Your employees and authorised representatives.

 

Schedule 2- Requirements for an organisation to qualify as an “Eligible Entity”

  1. All of the purposes of the organisation must fall within the following headings. The organisation cannot exist for a mixture of charitable and non-charitable purposes.

(a)          The prevention or relief of poverty;

(b)          The advancement of education;

(c)          The advancement of religion;

(d)          The advancement of health or the saving of lives;

(e)          The advancement of citizenship or community development;

(f)           The advancement of the arts, culture, heritage or science;

(g)          The advancement of amateur sport;

(h)          The advancement of human rights (in accordance with the guidance RR12 published by the Charity Commission for England Wales (the “Charity Commission”), conflict resolution or reconciliation or the promotion of religious or racial harmony or equality and diversity;

(i)           The advancement of environmental protection or improvement;

(j)           The relief of those in need because of youth, age, ill-health, disability, financial hardship or other disadvantage;

(k)          The advancement of animal welfare;

(l)           Any other charitable purpose that is similar to the one above and which has been recognised as charitable by the English Courts or by the Charity Commission.

AND

  1. The purpose(s) must be for the public benefit as that term is understood under the law relating to charities in England and Wales. This means that:

(a)          The purpose must be beneficial.

(b)          Any detriment or harm that results from the purpose must not outweigh the benefit.

(c)          The purpose must benefit the public in general or a significant section of the public; and

(d)          The purpose must not give rise to more than incidental private benefit.

 

For further information, see the Charity Commission’s Guidance on Public Benefit: Public benefit: the public benefit requirement – GOV.UK (www.gov.uk)

AND

  1. The organisation must have accepted the terms of use for non-UK charities using the Percent Platform.

AND

  1. The organisation must have registered as a charity where registration is possible in the applicable jurisdiction.

AND

  1. The organisation must not exist for a political purpose, i.e any purpose directed at furthering the interests of any political party, or securing or opposing a change in the law, policy or decisions. It can campaign in furtherance of its charitable purposes in line with the Guidance published by the Charity Commission in CC9 (Campaigning and political activity guidance for charities – GOV.UK (www.gov.uk).

AND

  1. The organisation cannot operate in any of the following sanctioned countries:
  • Cuba
  • Iran
  • Syria
  • North Korea
  • Sudan
  • Crimea