Our policies & practices

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

Terms & Conditions

1. Information about Percent1.1 Who are we. We Are Percent Ltd (trading as “Percent”), is a private limited company incorporated and registered in England with company number 09387321 and a registered office at 2nd Floor, Block A, Stapleton House, 110 Clifton Street, London, United Kingdom, EC2A 4HT. (In these T&Cs, “we”, “us”, “our” and “Percent” are used interchangeably).1.2 What we do. Percent owns and operates the following:(a) the Percent mobile app for iOS and Android devices (the “Percent App”); and(b) the website www.wearepercent.com (the “Percent Website”).We refer to the Percent App and the Percent Website collectively as the “Percent Platform”. We also provide the Percent Service (as further explained in clause 4).1.3 Percent Service. The service provided to you by Percent (the “Percent Service”) includes:(a) provision of access to the Percent Platform;(b) the ability to pledge your support for a Charitable Cause;(c) the ability to securely link your Payment Card to the Percent Platform;(d) performance of data analytics by Percent on Transaction Data to identify Qualifying Purchases;(e) facilitation by Percent of payment of Charitable Donations to Charitable Causes; and(f) access to data (via the Percent Platform) relating to your involvement in supporting Charitable Causes (“Percent Data”).2. Introduction2.1 Who you are. You are an individual consumer who wishes to use the Percent Service (“you”, “your”).

2.2 The Percent Service is subject to these terms. Your use of any part of the Percent Service is subject to these Percent End User T&Cs (“T&Cs”). You acknowledge that you have read and understood these T&Cs. You agree that these T&Cs constitute a legally binding agreement between you and Percent. By using any part of the Percent Service, you will be deemed to have accepted these T&Cs in full and you agree to comply with these T&Cs. If you do not agree to these T&Cs, you are not entitled to use any part of the Percent Service and you must stop using the Percent Platform immediately.

2.3 You should read our Privacy Policy too. Your use of the Percent Service is also subject to the Percent Privacy Policy (available here), which is also referenced in clause 10. If there is any conflict between these T&Cs and the Percent Privacy Policy, these T&Cs will take precedence.

2.4 These T&Cs may get updated. We may revise these T&Cs at any time by posting an update on the Percent Platform. Your continued use of any part of the Percent Service after any such revision of these T&Cs constitutes your acceptance of the new T&Cs and they will be binding on you. You should check this page from time to time to review the current version of the T&Cs. These T&Cs were most recently updated in January 2020.

3. Terminology

3.1 “Charitable Cause” means a registered charity or community amateur sports club which has been successfully registered with Percent to receive Charitable Donations.

3.2 “Charitable Donation” means a donation made by a Merchant to the Foundation in response to one or more Qualifying Purchases from that Merchant by you, calculated as the Contribution Percentage multiplied by the amount of the relevant Qualifying Purchase(s) in the relevant period.

3.3 “Contribution Percentage” means the percentage of each Qualifying Purchase which the Merchant will pay as a Charitable Donation to the Foundation. Each Merchant sets the value of their Contribution Percentage (which is visible via the Percent Platform).

3.4 “Foundation” means a third party entity who has partnered with Percent to facilitate payment of Charitable Donations from Merchants to Charitable Causes.

3.5 “Merchant” means a commercial retailer who has partnered with Percent.

3.6 “Transaction Data” means data provided by the Transaction Integration Partner to Percent which relates to point-of-sale purchases you make with the Merchant using your Payment Card.

3.7 “Transaction Integration Partner” means a third party entity who has partnered with Percent for the purposes of allowing Percent to securely link your Payment Card(s) so that we can receive Transaction Data.

3.8 “Qualifying Purchase” means a purchase you make with a Merchant which qualifies as triggering a Charitable Donation in accordance with the Charitable Cause(s) which you have pledged to support via the Percent Platform. To be a Qualifying Purchase, the purchase must be made using your Payment Card(s).

4. How the Percent service works

4.1 Pledging to support a Charitable Cause. The Percent Platform allows you to view various Charitable Causes and specify which Charitable

Cause(s) you want to support.

4.2 Linking your payment card. The Percent Platform allows you to securely link one or more of your payment cards (e.g. a supported debit

card) to the Percent Platform (each a “Payment Card”), so that we can spot when you are making a Qualifying Purchase from a Retailer.

4.3 How using the Percent Service supports Charitable Causes. Each time you make a purchase with a Merchant using your Payment Card,

the Contribution Percentage of each Qualifying Purchase will be contributed by the Merchant towards the Charitable Cause(s) that you have pledged to support. Percent facilitates this process by identifying Qualifying Purchases.

4.4 How we identify Qualifying Purchases. Each time you make a purchase directly with a Merchant using your Payment Card, Percent will receive Transaction Data from our Transaction Integration Partner and Percent will use the Transaction Data to identify Qualifying Purchases.

4.5 What happens when we find a Qualifying Purchase. If Percent identifies a Qualifying Purchase within the Transaction Data, Percent will notify the Foundation of the Qualifying Purchase. The Foundation will then issue a donation request directly to the Merchant for the Charitable Donation.

4.6 Payment of Charitable Donations to Charitable Causes. Upon receipt of a donation request from the Foundation, the Merchant will pay the value of the Charitable Donation to the Foundation, and Percent shall facilitate that once the Foundation has received the cleared funds from the Merchant, the Foundation shall pay the Charitable Donation directly to the relevant Charitable Causes which you have specified via the Percent Platform.

4.7 Direct payments towards Charitable Causes. The Percent Platform also provides a separate functionality which permits you to make payments to the Foundation which are sent directly to Charitable Causes. The Merchant has no involvement in such functionality and/or payments. The Foundation is the merchant of record for such payments.

4.8 We don’t store Payment Card details. When you make a direct payment towards a Charitable Cause via the Foundation, Percent does not store your Payment Card details. Percent uses Stripe in relation to such payments. You can read more about Stripe (and view Stripe’s T&Cs on the Stripe website here).

5. Your Acknowledgements

5.1 Payment to Charitable Causes is contingent on third party cooperation. You acknowledge that while Percent has legally binding agreements in place with various third parties (including the Merchants, the Foundation and the Transaction Integration Partner), the payment of Charitable Donations to Charitable Causes is contingent on such third parties complying with their respective agreements. You acknowledge that Percent may be unable to facilitate the payment to Charitable Causes of any Charitable Donations if a third party (including a Merchant, the Foundation or the Transaction Integration Partner) is in breach of their respective agreement with us, and Percent will have no liability to you for such failures of such third parties provided that we have made reasonable efforts to secure their compliance with the relevant agreement(s).

5.2 Percent is not responsible for a failure by Merchants or the Foundation to pay Charitable Donations. Percent, with the help of our Transaction Integration Partner, tracks the Qualifying Purchases you make and facilitates the payment of Charitable Donations by Merchants to the Foundation; and from the Foundation to Charitable Causes. You acknowledge that Percent will not have any liability to you if:

(a) the relevant Merchant fails to pay a Charitable Donation to the Foundation (except to the extent that the failure by the Merchant to pay the Charitable Donation is because Percent has failed to pass the correct information to the Foundation which the Merchant relies on); and/or

(b) the Foundation fails to pay a Charitable Donation to the Charitable Cause (except to the extent that the failure by the Foundation to pay the Charitable Donation is because Percent has failed to pass the correct information to the Foundation which the Foundation relies on).

5.3 Gift Aid only applies to direct payments. You acknowledge that by using the Percent Service, it is the Merchant, and not you, that is making a Charitable Donation. Therefore you will not be able to claim Gift Aid on your Qualifying Purchases. However if you make a direct payment to the Foundation (as referenced in clause 4.7) then you will be able to claim Gift Aid.

5.4 Use your Payment Cards. All Qualifying Purchases must be made using the Payment Card(s) you have linked via the Percent Platform. Any purchases you make with a Merchant which is not made using your Payment Card (e.g. cash) will not be regarded as a Qualifying Purchase or result in any Charitable Donations being made by the relevant Merchant.

5.5 We don’t store your Payment Card details. Percent does not store your Payment Card details on our systems. Our Transaction Integration Partner is responsible for any Payment Card details that you provide via the Percent Platform.

5.6 We are allowed to use Transaction Data. By linking your Payment Card via the Percent Platform, you acknowledge that Percent will receive Transaction Data, and you agree that Percent is entitled to use such Transaction Data for the purpose of identifying Qualifying Purchases and providing the Percent Service. However, we will not pass your Transaction Data or any other personal data on to Merchants.

5.7 Disconnecting your Payment Card(s). The Percent Platform allows you to disconnect your Payment Card(s) at any time. If you disconnect a Payment Card, Percent will no longer receive Transaction Data relating to that Payment Card (and you acknowledge that we will therefore no longer be able to facilitate the payment of further Charitable Donations in relation to your purchases from Merchants).

5.8 Refunds. In the event that you refund a Qualifying Purchase with a Merchant, Percent will be made aware of such refund via the Transaction Data it receives, and Charitable Donations will not be made in relation to such refunded Qualifying Purchases.

5.9 Removal of Charitable Causes. If a Charitable Cause is removed from the Percent Platform after a Qualifying Purchase is made, Percent will endeavour to facilitate the payments by Foundation to such Charitable Cause. If a payment to a Charitable Cause has not cleared within a reasonable period of time, such payment may be re-directed to a replacement or similar Charitable Cause. This clause 5.9 does not apply to Charitable Causes which have been removed from the Percent Platform in accordance with clause 5.10 below. You acknowledge that the Foundation, as required by law, retains exclusive legal control over all Charitable Donations and may redirect funds to a similar qualifying Charitable Cause if it is unable to follow your preference.

5.10 Suspicious activity. You acknowledge that if Percent discovers any suspicious, fraudulent or otherwise potentially criminal activity on the Percent Platform, or in relation to your use of the Percent Service, (including but not limited to the creation of any fictitious Charitable Causes, or suspicious Qualifying Purchases), Percent is entitled to (a) suspend your access to the Percent Platform; (b) procure the freezing of any payments and/or Charitable Donations; (c) remove Charitable Causes from the Percent Platform; and (d) report suspicious activity to the relevant authorities.

5.11 Service levels. Except as expressly stated to the contrary in these T&Cs and/or as otherwise required by applicable law, the Percent Service is provided on an “as is” and “as available” basis, and in no event does Percent warrant that the Percent Service will be error-free or uninterrupted.

5.12 Percent is not responsible for Merchant products and services. You acknowledge that whenever you make a purchase from a Merchant of a product or service which constitutes a Qualifying Purchase, you are purchasing that product or service from the Merchant, and the Merchant (not Percent) shall remain solely responsible for the quality of that product or service. For the avoidance of doubt, Percent is not a merchant.

5.13 If you breach these T&Cs. Percent is entitled to immediately terminate our provision of the Percent Service to you and revoke the licence granted in clause 9.3 (including disabling your login credentials), if you have failed to comply with any provision of these T&Cs.

6. Accessing the Percent platform

6.1 Register for full functionality. To access certain functionality, you are required to register an account with Percent. You warrant that all information you provide to us is true, complete and accurate. This includes (but is not limited to) information you provide during registration, any profile information you provide, and any additional information that you provide to us upon request.

6.2 Our service is aimed at UK users. The Percent Service is directed at individuals residing in the United Kingdom. We do not represent that content available on or through the Percent Platform is appropriate for use or available in other locations.

6.3 Percent Platform may occasionally be unavailable. Percent does not guarantee that the Percent Platform will always be available or uninterrupted and Percent will not be liable for any reason if the Percent Platform is unavailable at any time or for any period. Access to the Percent Platform may be suspended temporarily and without notice in the case of system failure, maintenance, upgrade or repair.

6.4 Software updates. From time to time, Percent may (without notice and at our sole discretion) introduce updates to the Percent Platform, e.g. to introduce new and/or improved functionality.

6.5 Minimum technical requirements. You are responsible for ensuring that: (a) you have a reliable connection to the internet; and (b) the device you use to access the Percent App complies with the minimum technical requirements specified on the relevant app store download page (which may change from time to time). You also acknowledge that if you are using a non-mainstream browser, or an older version of a mainstream browser, the Percent Website may not function as intended.

6.6 We are entitled to monitor use of the Percent Service. Percent is entitled to monitor and/or review your use of the Percent Service. If we become aware of any possible violations by you of any provision of these T&Cs, we reserve the right to investigate such violations.

6.7 Temporary restrictions. Percent may temporarily suspend your login credentials if we suspect or detect (in our sole opinion) any suspicious or illicit activity (e.g. unusual login attempts), and purchases you make during such periods of suspension may not be counted as Qualifying Purchases.

7. User standards

7.1 You are responsible for complying with the law. You are responsible for ensuring that you comply with all applicable legislation.

7.2 Do not commit fraud. You warrant that you will not create fraudulent accounts. You also warrant that you will not use any fraudulent, illegal or otherwise dishonest activities to generate Charitable Donations. In the event of suspected fraud, we may contact you and/or share your data with third parties without your consent for the purposes of preventing or detecting fraud (such as law enforcement officials).

7.3 Do not misuse the Percent Service. You must only use the Percent Platform for its intended purposes and in accordance with Percent’s official documentation. Percent is not responsible for any damage or loss you suffer as a result of misusing the Percent Platform. You must not use or access the Percent Platform in order to build a competing product or service.

7.4 Do not publish offensive content. You will not publish or disseminate material that infringes or may infringe the rights (including Intellectual Property Rights) of any individual, entity or other third party or that is unlawful, threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, inflammatory, blasphemous, in breach of confidence, in breach of privacy, that may cause annoyance or inconvenience or may restrict or inhibit the use of the Percent Platform by any other user or that constitutes or encourages conduct which may be considered a criminal offence or give rise to any civil liability in any jurisdiction.

7.5 No spamming. Do not publish or disseminate unsolicited or unauthorised advertisements or promotional materials (including junk mail, spam, chain letters, pyramid schemes etc.) to any other user of the Percent Platform.

7.6 Do not do anything to bring Percent into disrepute. You will not publish or disseminate any material that brings or may bring Percent into dispute or disrepute or in any way damages the standing or reputation of either Percent or the Percent Service. For the avoidance of doubt, this includes disseminating offensive material on the Percent Platform, and spamming other Percent Platform users.

8. Conditions of use

8.1 We take security precautions. Percent uses commercially reasonable endeavours to ensure that the Percent Platform is secure, including preventing unauthorised access to the Percent Platform.

8.2 Do not share your login credentials. You must treat your login credentials as confidential. Sharing your login credentials with any other person or making them available to multiple users on a network is strictly prohibited. Accordingly, you agree to: (a) maintain the security of your login credentials and be fully responsible for all use of the Percent Platform made using your login credentials; (b) notify us immediately if you suspect or become aware of any unauthorised use of your login credentials or any other breach of the Percent Platform’s security, by contacting Percent directly and providing details of the unauthorised use or other security breach; and (c) ensure that you log out of your account at the end of each session when using a public or shared device.

8.3 No liability for unauthorised use of your login credentials. Percent accepts no liability for any losses, damages or costs arising from or in relation to your failure to comply with clause 8.2.

8.4 Do not hack or misuse the Percent Platform. You must not misuse the Percent Platform by knowingly introducing viruses or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Percent Platform, the server(s) on which any part of the Percent Platform is hosted or any other server, computer or database connected to the Percent Platform, or to reverse engineer or decompile it (except to the extent expressly permitted by law). You must not attack the Percent Platform via any form of denial-of-service attack. By breaching this clause, you may be committing a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them.

8.5 The Percent Platform may contain viruses. We use reasonable endeavours to ensure that the Percent Platform does not contain or disseminate any viruses or material which is malicious or technologically harmful. However, we do not guarantee that the Percent Platform will be free from bugs, viruses or malicious code and we will not be liable for any loss or damage caused by viruses or other technologically harmful material that may infect your device, equipment, software, data or other proprietary material due to your use of the Percent Platform. We therefore recommend that you use your own virus protection software and scan regularly for the presence of viruses and other malicious or technologically harmful code on your device(s).

8.6 Do not upload malicious content. You are responsible for ensuring that any data that you upload to the Percent Platform does not contain any malicious content or technologically harmful material which could damage Percent’s systems or compromise the Percent Platform and/or the Percent Merchant Service.

9. Intellectual property

9.1 “Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, moral rights, database rights, trade marks and trade names, rights to goodwill and to sue for passing off, rights in designs, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications (and rights to apply) for, and renewals and extensions of and rights to claim priority from such rights and all similar or equivalent rights and forms of protection which subsist or will subsist now or in the future in any part of the world.

9.2 We own or license all IP in the Percent Service. Percent (and our licensors as applicable) owns or licenses all Intellectual Property Rights in the Percent Service and all content displayed on the Percent Platform, including but not limited to all Percent Data, trade marks, copyrights, database rights and other Intellectual Property Rights of any nature and all underlying software code. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

9.3 Licence to use the Percent Platform. As long as you comply in full with these T&Cs, Percent grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Percent Platform solely for the purpose of receiving the Percent Service via the Percent Platform.

9.4 Redistribution of Percent Platform content. You must not copy, scrape, extract, reproduce, modify, license to any third party, or sell or offer to sell to any third party any data from the Percent Platform (including Percent Data). You agree not to use, or cause to be used, any manual or automated program, tool, or process, (including any scraper or spider robot), to extract, scrape, data mine, transmit, or publish, any part of the Percent Platform.

9.5 Do not interfere with any trade marks or copyright notices. You will not interfere with or attempt to remove any trade mark or copyright notices from any content on the Percent Platform.

9.6 You grant us a licence to use your data. By sharing any data with Percent, you grant Percent a perpetual, worldwide, non-exclusive, royalty-free, transferable licence to use your data for the purpose of providing the Percent Service, including but not limited to displaying, copying, editing, and creating derivative data relating to all such data, in each case as further described in the Percent Privacy Policy.

9.7 Materials you share with us must not be infringing or illegal. You warrant and represent that you have the full right and authority to use any materials or data that you share with us (including for display within the Percent Platform), and that the use of such materials or data by Percent will not infringe the rights of any third party or be in breach of any applicable law.

9.8 Derivative works. Percent shall own all Intellectual Property Rights in any derivative works created by Percent from any data you share with Percent or submit or upload as a result of using the Percent Platform and you waive any moral rights that you may have in any such data.

10. Data Protection

10.1 You agree to the terms of our Privacy Policy. Percent has a privacy policy (the “Percent Privacy Policy”) which you can access here. We strongly recommend that you read and ensure you understand the Percent Privacy Policy prior to using the Percent Service.

10.2 Processing personal data. As a result of your use of the Percent Service, Percent will process personal data. The processing of personal information submitted via the Percent Platform is governed by the Percent Privacy Policy.

11. Liability

11.1 Death, personal injury and fraud. Nothing in these T&Cs will operate to exclude or limit Percent’s liability (a) for death or personal injury caused by Percent’s negligence; (b) for any fraud or fraudulent misrepresentation; or (c) to the extent that such liability cannot be excluded or limited under applicable law.

11.2 Do not use the Percent Platform for commercial purposes. You agree not to use the Percent Platform for any commercial or business purposes, and if you do so Percent will have no liability to you (whether in contract, tort (including negligence) or otherwise) for any loss of profit, loss of revenue, loss of sales, business or business opportunity, loss of agreements or contracts, wasted expenditure, anticipated savings, damage to reputation or loss of goodwill or loss or corruption of data, in each case, whether direct or indirect; or indirect, consequential or special loss.

11.3 What Percent is not liable for. The Percent Service connects you with Merchants, the Foundation, Charitable Causes and the Transaction Integration Partner. If something goes wrong due to an act or omission by such third party, Percent is not liable to you in any way and you should contact the relevant third party directly. You agree that (as set out in clauses 5.1 and 5.2), ultimately it is the Merchant and Foundations’ responsibility to pay Charitable Donations to the Charitable Causes

11.4 Our liability. Subject to clauses 11.1, 11.2, 11.3 and 11.5, Percent’s aggregate liability to you for any loss or damage in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise connected to or arising out of these T&Cs or your use of the Percent Platform and/or Percent Service, shall not exceed £50. This limitation shall not apply to any misuse by us of your personal data.

11.5 Defective digital content. In the event that the Percent App is deemed to be defective digital content that Percent has supplied, for example if the Percent App damages your device or other digital content owned by you, and this is caused by Percent’s failure to use reasonable care and skill, Percent will either repair the damage or pay you compensation. However, Percent will not be liable for damage that you could have avoided by following Percent’s advice to install the latest software update offered to you free of charge or for damage that was caused by you using the Percent App in a manner that Percent do not authorise, or for you failing have in place reasonable cyber security precautions (such as antivirus software) or the minimum device requirements required to use the Percent App.

12. App Specific Terms

12.1 Additional terms required by app stores. The provisions of this clause 12 apply if you are using the iOS or Android versions of the Percent App. The Percent App, which is available on both the Apple App Store, and the Google Play Store, is controlled and offered by Percent from our facilities in England. The use and distribution of the Percent App via the relevant app store is governed by the relevant app store’s own rules, with which we must both comply. In the event of a conflict between these T&Cs and the terms of the app store that you downloaded the Percent App from, that app store’s terms shall take priority.

(a) you acknowledge that these T&Cs are between Percent and you only, and not with the third party manufacturer or provider of your device or device operating system (“Device Manufacturer”);

(b) you acknowledge that the Device Manufacturer has no obligation whatsoever to furnish any maintenance and support services with respect to the Percent App;

(c) in the event of any failure of the Percent App to conform to any applicable warranty, you may notify the Device Manufacturer, and the Device Manufacturer will refund the purchase price (if any) for the app to you and, to the maximum extent permitted by applicable law, the Device Manufacturer will have no other warranty obligation whatsoever with respect to the Percent App;

(d) you acknowledge that Percent, not the Device Manufacturer, are responsible for addressing any claims of yours or any third party relating to the Percent App;

(e) you acknowledge that, in the event of any third party claim that the Percent App or your use of the Percent App infringes that third party’s intellectual property rights, the Device Manufacturer will not be responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim;

(f) you represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and you are not listed on any U.S. Government list of prohibited or restricted parties; and

(g) you acknowledge and agree that the Device Manufacturer, and the Device Manufacturer’s subsidiaries, are third party beneficiaries of these T&Cs, and that, upon your acceptance of these T&Cs, the Device Manufacturer will have the right (and will be deemed to have accepted the right) to enforce these T&Cs against you as a third party beneficiary.

13. General

13.1 Assignment. Percent may transfer our rights and obligations under T&Cs to another organisation. Percent will always tell you in writing if this happens. You will not transfer your rights or your obligations under these T&Cs to another person or entity unless Percent gives prior written consent.

13.2 Entire agreement. Subject to clause 2.3, these T&Cs constitute the entire understanding and agreement between you and Percent in relation to your use of the Percent Service. You agree that you have not relied on any statement or information in entering into these T&Cs which is not set out in these T&Cs. However, nothing in this clause shall restrict Percent’s liability for fraudulent misrepresentation.

13.3 No rights for third parties. Subject to clause 12.1(i), these T&Cs do not give rise to any rights under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any of these T&Cs, except as expressly set out in these T&Cs.

13.4 No waiver. If Percent do not insist immediately that you do something you are required to do under these T&Cs, or if Percent delay in taking steps against you in respect of you breaching these T&Cs, that will not mean that you will not have to do those things, and it will not prevent Percent from taking steps against you at a later date.

13.5 Severance. If any provision or part-provision of these T&Cs is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these T&Cs.

13.6 Governing law and jurisdiction. These T&Cs (and any non-contractual obligations arising out of or in connection with these T&Cs and any claim or dispute in relation to their formation) shall be governed by and construed in accordance with English law and subject to the non-exclusive jurisdiction of the English courts.

13.7 Payment services for We Are Percent Ltd are provided by The Currency Cloud Limited. Registered in England No. 06323311. Registered Office: Stewardship Building 1st Floor, 12 Steward Street London E1 6FQ. The Currency Cloud Limited is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 for the issuing of electronic money (FRN: 900199)

14. Contact details

14.1 How we may contact you. If Percent need to contact you, we may do so using the contact details you provided upon registration (as amended via the Percent Platform).

14.2 Percent’s contact details. You can contact Percent using the following details:

Email: hello@wearepercent.com

14.3 In-app chat support. You can also contact us by using the in-app chat support function within the Percent Platform. The Percent customer support team will normally respond to requests within one business day.

Privacy Policy

This privacy & cookie policy (“Policy”) describes how Team First App Ltd (trading as Percent) (“Percent”, “us”, “we”, “our”) collect, use and share personal data of users of this mobile application “Percent” (“App”). Please take a moment to read this Policy as it includes important information. By using our App 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.

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;
  • who we may disclose your personal data to;
  • the cookies and similar technology used in our App; and
  • how we may update this Policy.

You can find out more about Percent on our website www.wearepercent.com and the Terms and Conditions of Use for using our App are located here.

WHO WE ARE & CONTACT INFORMATION

Team First App Ltd is a company registered in England and Wales with registered offices at 2nd Floor, Block A, Stapleton House, 110 Clifton Street, London, United Kingdom, EC2A 4HT. Our company registration number is 09387321.

For the purpose of the Data Protection Act 1998, the Prviacy and Electronic Communications Regulations, the General Data Protection Regulation and any other applicable legislation (the Acts), the data controller is Team First App 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 using the details set out below.

Our full details are:

  • Team First App Limited
  • Stefan Greer, COO
  • stefan@wearepercent.com
  • Threeways House, 40-44 Clipstone Street, Fitzrovia, London, W1W 5DW.

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.

We welcome your comments about this Policy. If you have any questions about how we use your personal data, please do not hesitate to contact us using the messaging functionality in the App or at hello@wearepercent.com.

WHAT WE COLLECT

“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 we have grouped together follows:

  • Identity Data includes first name, maiden name, last name, username or similar identifier, date of birth and gender.
  • Contact Data includes billing address, delivery address, email address and telephone numbers.
  • Financial Data includes bank account and payment card details.
  • Transaction Data includes details about payments to and from you and other details of products and services you have purchased from us.
  • Technical Data includes internet protocol (IP) address, your login data, time zone setting and location, app versions, operating system and platform and other technology on the devices on which you use the App.
  • Profile Data includes your username and password, purchases or orders made by you, your interests, preferences, feedback and survey responses.
  • Usage Data includes information about how you use our App, products and services.
  • 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 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. For example, we may aggregate your Usage Data to calculate the percentage of users accessing a specific cApp feature. 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.

We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health and genetic and biometric data). Nor do we collect any information about criminal convictions and offences.

HOW WE COLLECT YOUR DATA

We obtain Personal Data about you in a range of ways:

Information You Give Us

We collect Identity, Contact and Financial Data which you provide to us, as well as any Technical or Profile Data you directly give us in our App or by linking any social media accounts to your profile in the App. In addition, we may also collect Personal Data from you when you correspond with us (for example, when you send us e-mails or letters, or contact us by telephone).

Information Automatically Collected

We use online analytics such as Google Analytics and other third party tools to automatically log information about you (such as the number of times you use our App and your location) and your device. For example, when using our App, we log your location to allow us to send you the most relevant offers. We also use this information to better understand how you use our App and for internal reporting purposes.

We automatically collect information about transactions that take place at retailers who are linked to our service. This information will include the date, time and value of the transaction and is used to allow us to invoice the retailer for the commission due to us and to calculate any cashback amount which may be awarded to you in accordance with our Terms and Conditions of Use.

USE OF 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, in a table format, 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 customer (a) Identity
(b) Contact
Performance of a contract with you
To process and deliver an order including:
(a) Manage payments, fees and charges
(b) Collect and recover money owed to us
(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)
To manage our relationship with you which will include:
(a) Notifying you about changes to our terms or privacy 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)
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 products/services, to develop them and grow our business)
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 App, 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 App 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
Necessary for our legitimate interests (to develop our products/services and grow our business)

MARKETING

We strive to provide you with choices regarding certain personal data uses, particularly around marketing and advertising. We may use your Identity, Contact, Technical, Usage and Profile Data to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which products, services and offers may be relevant for you (we call this marketing).

You will receive marketing communications from us if you have requested information from us or purchased goods or services from us and, in each case, you have not opted out of receiving that marketing.

THIRD-PARTY MARKETING

We will get your express opt-in consent before we share your personal data with any company outside the Team First App Limited group of companies for marketing purposes.

OPTING OUT

You can ask us or third parties to stop sending you marketing messages at any time by contacting us at any time.

Where you opt out of receiving these marketing messages, this will not apply to personal data provided to us as a result of a product/service purchase, warranty registration, product/service experience or other transactions.

INTERNATIONAL TRANSFER OF PERSONAL DATA

We will not process and/or otherwise transfer your Personal Data outside the European Economic Area.

PROTECTING YOUR INFORMATION

We want you to feel confident about using our App, 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 RIGHTS

Under certain circumstances, you have rights under data protection laws in relation to your personal data. 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.
  • 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.
  • Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
  • Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios: (a) if you want us to establish the data’s accuracy; (b) where our use of the data is unlawful but you do not want us to erase it; (c) where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or (d) you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.
  • Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
  • 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.

DISCLOSURES OF YOUR PERSONAL DATA

We may have to share your personal data with the parties set out below for the purposes set out in the table in paragraph 4 above.

Third Parties including:

  • Service providers acting as processors based in the United Kingdom who provide IT and system administration services.
  • Professional advisers acting as processors or joint controllers including lawyers, bankers, auditors and insurers based in the United Kingdom who provide consultancy, banking, legal, insurance and accounting services.
  • HM Revenue & Customs, regulators and other authorities acting as processors or joint controllers based in the United Kingdom who require reporting of processing activities in certain circumstances.

Third parties to whom we may choose to sell, transfer, or merge parts of our business or our assets. Alternatively, we may seek to acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal data in the same way as set out in this privacy notice.

We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.

THIRD PARTY TERMS

Please note that if you link your profile to third party sites such as Twitter, Facebook, Google + or Tumblr then your use of those sites is subject to the respective third party’s terms and conditions. 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.

We use trusted third party processors to assist in processing your Personal Data securely. Such third party processors’ use of your personal information is governed by their respective privacy policies which may or may not contain privacy protections as protective as this privacy policy.

COOKIES

Our website (www.wearepercent.com(“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 or mobile application. 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

There are two broad categories of cookies:

First Party cookies: these are served directly by us to your device. They are used only by us to recognise your device when it revisits our Website; and

Third party cookies: these are served by a service provider on our Website, and can be used by the service provider to recognise your device when it visits other sites. Third party cookies are most commonly used for platform analytics or advertising purposes.

Cookies can remain on your device for different periods of time. Some cookies are ‘session cookies’, meaning that they exist only while your browser is open. These are deleted automatically once you close your browser. Other cookies are ‘persistent cookies,’ meaning that they stay on your device after your browser is closed. They can be used by the Website to recognise your device when you open your browser and browse the internet again.

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.

Functionality Cookies

These cookies allow our Website to remember choices you make (such as your user name) 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.

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.

CHANGES TO THIS POLICY

From time to time we may change this Policy. If we make any changes, we will change the Last Updated date above. If you do not agree to these changes, please do not continue to use our Website. If material changes are made to this Policy, we will notify you by email or by placing a prominent notice on the App.

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