WEBSITE TERMS AND CONDITIONS
2. Information about us
2.1 Online Giving Ltd, a private limited company registered in England and Wales under company number 06886190 and have our registered office at Online Giving Ltd, Office 6, 155 Minories, London EC3N 1AD, UK (“Enthuse” or “We”), operates and maintains the online donations services website www.enthuse.com and other associated services.
2.2 Enthuse allows you to donate to, and raise funds for, the charities registered with us. Each charity has entered into a services agreement with us to allow them to use our site, and authorising us to collect your donations on its behalf, and have accepted the charity terms and conditions policy for use of our website. Information regarding each charity registered with us is available on our site www.enthuse.com.
2.3 Other than these website terms and conditions, Enthuse makes no agreement with any donor or general user of our site and Enthuse does not act for or on behalf of any person other than those charities and organisations who have entered into a services agreement with us.
3. Processing of online donations
3.1 When you donate via www.enthuse.com we may process your donation on behalf of your chosen charity. Prior to confirming your donation, you will be presented with a display of your proposed donation before it is processed. Please check this page thoroughly to ensure that details relating to your donation have been entered correctly. Once you have approved your donation (making the necessary corrections in case of errors), Enthuse processes your payment and collects the donation and reclaims Gift Aid on behalf of your chosen charity (only if such charity has requested that Enthuse process Gift Aid on its behalf), before passing your donation on to that charity each month. We, or your selected charity, may use a third party to process your donation and the relevant third party may require you to comply with additional terms and conditions for the purpose of processing your donation.
3.2 In certain circumstances your selected charity may use third party processors to collect and process your donations, in which case at no point in the donation process will Enthuse collect your donations on behalf of the charity. Prior to making your donation (and after approving the contents of the display page relating to your donation), you may be directed to the relevant page of the third party processor to complete the necessary steps to make your donation, and you may be required to accept the terms and conditions appearing on such third party processor’s page.
3.4 Enthuse has no control over how your donations will be used by the charity you donate to. If you wish that your donations be used towards a particular purpose then it is your responsibility to contact the charity directly to ensure that this occurs to your satisfaction.
3.5 Where Enthuse process donations on behalf of a charity, it charges a fee, as agreed with the charity. Enthuse holds the charity’s donations in a customers’ account and passes those donations on every month, less the fee. The Gift Aid portion of donations is also distributed monthly and is paid directly to the charity by HMRC.
4.1 Once you have made a donation on our site, you will only be able to request a refund if you contact us on or before the 19th day of the following month. We will not charge you a fee for processing any refund if your donation was made through our site and processed by us. If your donation was processed using a third party processor and wish to request a refund, then such third party processor may apply charges to process your refund. Please see Clause 4.3 below concerning refunds by third party processors.
4.2 If you make a donation through our site that was processed by us and your donation has already been transferred to your selected charity, you may request a refund by directly contacting the charity you made the donation to. As referred to under Clause 4.1, we will not be able to refund any of your donations if your request for a refund is communicated to us after the 19th day of the following month.
4.3 If you submit to us a refund request for a donation made through a third party processor, we will pass this request on to the third party processor, who will be responsible for making any such refund. We are not responsible for making any refund of a donation processed by a third party processor. We would advise you to contact the relevant third party processor directly in the event you have any concerns regarding the processing of refunds.
5. Unauthorised card use
5.1 When you make a donation through www.enthuse.com the transaction is final and you cannot question or dispute it, unless you can prove unauthorised use of your payment card. If you become aware that your payment card has been used fraudulently or if it is lost or stolen, you must notify your card provider in accordance with their reporting rules.
6. Change to these terms
7. Our site changes regularly
7.1 We may update our site from time to time and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. However, please note that any of the content on our site may be out of date at any given time, and we are under no obligation to update it.
7.2 We do not guarantee that our site, or any content on it, will be free from errors or omissions.
8. Accessing our site
8.1 Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us.
8.2 When using our site, you must comply with the provisions of our acceptable use policy. You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.
9. Your account and password
10. Intellectual property rights
12. No reliance on information posted
12.1 The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site. Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up-to-date.
13. Limitation of our liability
13.2 To the extent permitted by law, we exclude all conditions, warranties, representations and other terms which may apply to our site or any content on it, whether express or implied.
13.3 We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, our site; or
- use of or reliance on any content displayed on our site;
if you are a business user, please note that in particular, we will not be liable for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
13.4 If you are a consumer user (including a fundraiser or donor), please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
13.5 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.
13.6 We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
13.7 By agreeing to our Terms of Service and/or submitting your charity’s bank details to Enthuse, you are agreeing for Enthuse to process donations on your behalf on any website or partner website which uses Enthuse to process payments for your charity. If you would like not to be listed on any of the websites or partner websites which use Enthuse to process payments for your charity, you agree to notify Enthuse by emailing details of your request to firstname.lastname@example.org.
14. Uploading material to our site
14.1 Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our acceptable use policy. You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. If you are a consumer user (including a fundraiser or donor), this means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
14.2 Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our site a limited licence to use, store and copy that content and to distribute and make it available to third parties for any purpose. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy. We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our site. We have the right to remove any content or posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our acceptable use policy.
15.1 We do not guarantee that our site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.
15.2 You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. 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. In the event of such a breach, your right to use our site will cease immediately.
16. Linking to our site
16.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our site that is not owned by you. Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the content standards set out in our acceptable use policy. If you wish to make any use of content on our site other than that set out above, please address your request to Enthuse, Office 6, 155 Minories, London EC3N 1AD, UK.
17. Third party links and resources in our site
17.1 Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.
18. Trade marks
18.1 The Enthuse trade mark is a registered trade mark of Online Giving Ltd.
18.2 The Charity Checkout trademark is a registered trade mark of Online Giving Ltd.
18.3 The Primo Events trademark is a registered trade mark of Online Giving Ltd.
19. Gift Aid information
19.1 When you donate to a charity through www.enthuse.com and confirm that you are a UK taxpayer in accordance with the Gift Aid Scheme, we will reclaim Gift Aid on behalf of the charity if such charity has requested that Enthuse do so.
19.2 www.enthuse.com is not an accounting, taxation or financial advisor. You should not rely on information that is given on www.enthuse.com to determine the accounting, tax or financial consequences of making a donation to charity. We strongly recommend that you consult your own adviser(s) about any accounting, taxation or financial consequences that may affect you. You must pay an amount of Income Tax and/or Capital Gains Tax for each tax year (6 April one year to 5 April the next) that is at least equal to the amount of tax that the charity will reclaim on your gifts for that tax year. For more information about Gift Aid, click here.
20. Information about you and your visits to our site
21. Third party rights
22. Jurisdiction and applicable law
23. Your concerns
23.1 If you have any concerns about material which appears on our site, please contact Enthuse Ltd, Office 6, 155 Minories, London EC3N 1AD.
ACCEPTABLE USE POLICY
1.1 This acceptable use policy sets out the terms between you and us under which you may access our website www.enthuse.com (our site). This acceptable use policy applies to all users of, and visitors to, our site. Your use of our site means that you accept, and agree to abide by, all the policies in this acceptable use policy, which supplement our terms of website use.
1.2 www.enthuse.com is a site operated by Online Giving Ltd (Enthuse or we or us). We are a private limited company registered in England and Wales under company number 06886190 and we have our registered office at Online Giving Ltd, Office 6, 155 Minories, London EC3N 1AD, UK.
2. Prohibited uses
2.1 You may use our site only for lawful purposes. You may not use our site:
- In any way that breaches any applicable local, national or international law or regulation.
- In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
- For the purpose of harming or attempting to harm minors in any way.
- To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards.
- To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
- To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, timebombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
2.2 You also agree:
- Not to use our service to sell goods, services, event tickets or accept payment for any purpose other than a donation to charity, unless we permit you to do so.
- Not to reproduce, duplicate, copy or resell any part of our site in contravention of the provisions of our terms of website use.
- Not to access without authority, interfere with, damage or disrupt:
- any part of our site;
- any equipment or network on which our site is stored;
- any software used in the provision of our site; or
- any equipment or network or software owned or used by any third party.
3. Suspension and termination
- Immediate, temporary or permanent withdrawal of your right to use our site.
- Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.
- Issue of a warning to you.
- Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
- Further legal action against you.
- Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
3.2 We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.
4. Changes to the acceptable use policy
4.1 We may revise this acceptable use policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this acceptable use policy may also be superseded by provisions or notices published elsewhere on our site.
TERMS OF SERVICE
These Terms and Conditions, together with its Schedules (the “Terms”) are made and entered into on the Effective Date by and between
(1) Online Giving Ltd a company incorporated in England and Wales having its registered offices at Office 6, 155 Minories, London, EC3N 1AD, with company number 0688619 (“Enthuse”); and
(2) the entity signing the Order Form which references these Terms (“Customer”). These Terms along with the Order Form constitute the agreement between the parties (collectively referred to as the “Agreement”).
1.1 Enthuse provides software products and related services to charities, companies and other eligible organisations, as decided by Enthuse.
1.2 The Customer wishes to use Enthuse’s software products and services.
1.3 Enthuse has agreed to provide and the Company has agreed to take and pay for Enthuse’s software products and services subject to the terms of this Agreement.
2.1 The following are definitions of our terminology used in these Terms:
- Domain Name: the URL owned by the Charity, or purchased by Enthuse on behalf of the Charity, for the purposes of the Agreement.
- Effective date: the date the Services commence as specified in the Invoice.
- Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- Invoice: the initial invoice provided by Enthuse detailing the specific Services to be received by the Charity and the total Subscription Fee due to Enthuse.
- Materials: includes any content provided by the Charity to Enthuse from time to time for the purposes of the Services.
- Server: a computer server administered by Enthuse.
- Services: the services to be provided pursuant to the Agreement and as further described in the Schedules, as specified in the relevant Invoice.
- Software: the online software applications provided by Enthuse as part of the Services.
- Subscription Fee: the fee charged in respect of the Services as set out in the Invoice.
2.2 References to “writing” or “written” include email.
2.3 References to “content” include any kind of text, information, image, or audio or video material which can be incorporated in a website for access by a visitor to that website.
2.4 References to clauses and schedules are to the clauses and schedules of this agreement; references to sections are to sections of the relevant schedule to this agreement.
2.5 Where there is any conflict or inconsistency between the provisions of the Agreement, such conflict or inconsistency shall be resolved according to the following order of priority:
- the Invoice;
- the Terms of Service.
3. Commencement and term
3.1 The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue for 12 months.
3.2 Where a Free Subscription period is offered the term remains 12 months from the Effective Date.
3.3 Where a Free Trial Period is offered the term remains 12 months from the end of the Free Trial Period unless cancelled before the end of the Free Trial Period as defined in each promotion.
4. Obligations of Enthuse
4.1 In consideration of payment of the Subscription Fee, Enthuse shall provide the Services set out in the Invoice in accordance with the terms of this Agreement.
4.2 In supplying the Services, Enthuse shall:
- perform the Services with care, skill and diligence in accordance with industry practice; and
- co-operate with the Customer in matters relating to the Services.
4.3 Our Services and Software are compatible with Microsoft Internet Explorer 11+, Mozilla Firefox 48+, Chrome 54+, Safari 9.1.x+ and the latest mobile versions of Safari and Google Chrome. Our Services and Software may not work identically, efficiently and effectively with other browser types or may not operate.
5. The Customer’s responsibilities
5.1 The Customer acknowledges that the ability of Enthuse to provide the Services is dependent upon the Customer’s full and timely co-operation (which the Customer agrees to provide), as well as the accuracy and completeness of any information and data provided. Accordingly, the Customer agrees to provide Enthuse with access to, and use of, all information, data and documentation reasonably required by Enthuse for the performance by Enthuse of its obligations under the Agreement.
6. Third party products
6.1 The Services are integrated with various Third Party services, applications and/or software (collectively, “Third Party Products”) which are necessary for certain content such as email services, newsletters or mapping. The Third Party Products shall be supplied in accordance with the relevant third party’s standard terms. The licence fee for such Third Party Products is included in the Subscription Fee payable under clause 7.1.
6.2 Enthuse cannot be held responsible for subsequent changes or issues with these Third Party Products that may result in issues with the Software and/or Services and may require maintenance to resolve any problems that may arise.
6.3 The Customer agrees that Enthuse may, at any time and without any notice to the Customer, replace a Third Party Product with another with similar functionality at its sole discretion.
6.4 Notwithstanding anything to the contrary in these Terms, Enthuse reserves the right to introduce new services and update or withdraw any of the Services, at its sole discretion, and will not be liable to the Customer for exercising this discretion.
7. Subscription fee
7.1 Enthuse charges the Subscription Fee to the Customer for access to the Services. The Customer agrees to pay this fee in advance either monthly or annually on a designated day (the “Due Date”) as agreed on an ongoing basis, with automatic renewal. In accordance with clause 12 (Termination), Enthuse or the Customer may give notice to terminate the Agreement at any time before a renewal, but in the case of any Subscription Fee due or paid in advance, there shall be no refund.
7.2 Where a subscription free period is offered, the subscription fee will be charged at the end of the free period. If the subscription is annual, then the first year will be prorated. If the subscription is paid monthly then normal monthly payments will commence.
7.3 Where a Free Trial Period is offered, the subscription fee will be charged at the end of the Free Trial Period unless cancelled prior to the end of the Free Trial Period as defined in the promotional offer.
7.4. Where a Customer receives Enthuse’s services through a partner platform or third party supplier and no existing contract between Enthuse and the Customer is in force, clause 7.1 will only stand where an additional agreement on fees is made between Enthuse and the Customer.
7.5. All charges are exclusive of VAT.
8.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform this Agreement.
8.2 Enthuse shall perform the Services in accordance with good industry practice.
8.3 Both the Customer and Enthuse Ltd agree to fully comply, and will at all times continue to, fully comply with all applicable laws, statutes and regulations, including, without limitation, all privacy laws and anti-spam legislation.
8.4 This Agreement sets out the full extent of Enthuse’s obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this Agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
9. Limitation of remedies and liability
9.1 Nothing in this Agreement shall operate to exclude or limit either Party’s liability for:
- death or personal injury caused by its negligence;
- any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
- fraud; or
- any other liability which cannot be excluded or limited under applicable law.
9.2 Enthuse shall not be liable to the Customer for:
- any damage to software;
- damage to or loss of data;
- loss of profit;
- anticipated profits;
- anticipated savings;
- goodwill or business opportunity;
- any indirect or consequential loss or damage; and
- damage or loss related to unavailability of the Services and/or Software.
9.3 The Software and the Services are provided to the Customer on an “as is” basis without representations, warranties or conditions of any kind. Enthuse disclaims all warranties, conditions and representations of any kind, whether express, implied or collateral, including, but not limited to, all conditions, representations or warranties of merchantability, of fitness for a particular or general purpose, of non-infringement, of compatibility or that the Services or the Software are secure, or error free or will operate without interruption or will be provided in a timely or proper manner or at all.
9.4 Enthuse makes no guarantee that the Services, and or Software, or any content, including any Add-on Packages (as defined in the Schedules) or Third Party Products, will be:
- available or uninterrupted;
- free from errors or omissions; and/ or
- secure or free from bugs or viruses.
9.5 Subject to clause 9.1, Enthuse’s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this Agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed £1,000 (one thousand Great British Pounds).
10. Intellectual property rights
10.1 All Intellectual Property Rights in the Software and any output of the Services, but excluding the Materials and the Domain Name, arising in connection with this Agreement shall be the property of Enthuse, and Enthuse hereby grants the Customer a non-exclusive, revocable licence of such Intellectual Property Rights for the purpose of the Services for the Term.
10.2 The Customer shall indemnify Enthuse against all damages, losses and expenses arising as a result of any action or claim that the Materials infringe the Intellectual Property Rights of a third party.
10.3 The indemnity in clause 9.2 is subject to the conditions that:
- the indemnified party promptly notifies the indemnifier in writing of the claim;
- the indemnified party makes no admissions or settlements without the indemnifier’s prior written consent;
- the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and
- the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.
10.4 The indemnity in clause 9.2 may not be invoked to the extent that the action or claim arises out of the indemnifier’s compliance with any designs, specifications or instructions of the indemnified party.
11. Data protection
11.1 Enthuse and the Customer acknowledge that for Donation and Fundraising Products:
- the Customer is the data controller and Enthuse is the data processor for all Personal Data collected by Enthuse through custom fields added by or at the request of the Customer; and
- Enthuse is the data controller for all other Personal Data collected from users during initial registration and for the purposes of processing donations, processing registrations, creating fundraising pages and providing services to users.
For the Events product refer to clause 20 of Schedule 2
11.2 Where Enthuse acting as a data controller shares personal data about users with the Customer, the Customer shall be an independent data controller for all such personal data from the point of receipt.
11.3 The parties shall comply with the Schedules.
12.1 Termination by Enthuse. Enthuse may terminate the Agreement, with or without cause and without paying termination fees, Fees or amounts, at any time giving written notice to the Customer. Any subscription fees will be refunded on a pro-rata basis from the beginning of the current subscription period.
12.2 Termination by the Customer. The Customer may terminate the Agreement at any time by submitting the termination form available in the Customer administrator account and such request must be from an authorised person from the Customer. Upon termination of the Agreement by the Customer, all outstanding Subscription Fees, or other amounts, will become due immediately and must be paid to Enthuse without undue delay. Cancellation of the automatic payment method used by the Customer to pay the Subscription Fee will not amount to termination under the Agreement.
12.3 On termination of this Agreement by Enthuse under clause 12.1, all licences granted by Enthuse under this Agreement shall terminate immediately.
12.4 On expiry or termination of this Agreement, Enthuse shall promptly return, or destroy, all Materials. Upon written request of the Customer, which must be served within 14 days of termination, Enthuse will provide a copy of the personal data provided by Visitors (as defined in the Schedules), only to the extent Visitors have provided their consent to such a transfer. No other data, including but not limited to, database logs or Meta data, will be provided to the Customer.
12.5 On expiry or termination of this Agreement, all provisions of this Agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
13.1 These Terms cannot be modified, varied, amended or supplemented in any way by the Customer. Enthuse reserves the right to modify, vary, amend or supplement these Terms at any time and from time to time. Enthuse will post the current version of these Terms on its website and each such change will be effective upon posting on the website or upon the date designated by Enthuse as the “effective date” (if any). Your continued use of the Services following any such change constitutes your agreement to be bound by and its acceptance of these Terms as so modified.
13.2 Any request to change the scope of the Services shall be discussed and agreed by the parties. Enthuse will issue a new invoice with updated Services and an updated Subscription Fee.
14. Force majeure
14.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for one (1) month, the party not affected may terminate this Agreement by giving 14 days’ written notice to the affected party.
15.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.
15.2 Each party may disclose the other party’s confidential information:
- to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.1 Day to day communications between the Parties will be in English and will be conducted by letter, phone or email using the main contact details provided by the Customer, or by a message posted to the Enthuse website.
16.2 Any notice given to Enthuse under or in connection with these Terms shall be given in writing to:
Online Giving Ltd (Enthuse)
16.3 Any notice to the Customer under or in connection with these Terms, shall be given in writing (including email or fax) to the main contact that you have provided to us.
16.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
17.1 All media releases, public announcements and public disclosures by either party relating to this Agreement or its subject matter, including promotional or marketing material, shall be coordinated with the other party and approved jointly by the parties prior to release. Such approval will not be unreasonably withheld or delayed.
18.1 Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
19. Entire agreement
19.1 This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
20. Third party rights
20.1 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
20.2 No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
21.1 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
22. Rights and remedies
22.1 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
23.1 If any provision or part-provision of this Agreement 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 this Agreement.
23.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
24. Governing law
24.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
25.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
26.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
26.2 For the purposes of this clause “data controller”, “data subject”, “personal data”, “data processor” and “processing” shall have the meanings ascribed to them in Data Protection Legislation.
26.3 Enthuse processes personal data on behalf of the Customer in the way specified in Clause 11 of this Agreement and by collecting, sorting, saving, transferring, restricting and deleting in the way specified in this Agreement. In doing so, Enthuse is acting as data processor under Data Protection Legislation.
26.4. The following types of personal data relating to donors, fundraisers and supporters of the Customer will be processed by Enthuse during the term of this Agreement:
- registration information that may include first name, last name, address, e-mail address, phone number, postal address, social media and other fields used for end user communication and account maintenance;
- custom fields specified by the Customer through Enthuse’s dashboard.
26.5 The personal data is processed by Enthuse for the following purposes:
- to manage user accounts, and to respond to end user queries or comments;
- make payments to the Customer for donations, purchases or other transactions;
- store custom data and other fields within a cloud based dashboard for the Customer to search, manipulate and export;
- other purposes that the Customer and Enthuse may agree from time to time in writing.
26.6 Enthuse agrees that in relation to any personal data processed in connection with the performance of its obligations under this Agreement, it will observe all its obligations under the Data Protection Legislation. In particular, Enthuse will:
- process personal data only on instructions from the Customer, as such instructions are given and varied from time to time by the Customer, unless it is required by the laws of the United Kingdom, or; unless European Union or by the laws of the European Union are applicable.
- ensure that all personnel who have access to and/or process the personal data are obliged to keep the personal data confidential;
- implement appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, access, appropriate to the harm that might result and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
- not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled:
- the data subject has enforceable rights and effective legal remedies;
- Enthuse complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred, to include providing appropriate safeguards in relation to the transfer;
- promptly refer to the Customer any requests, notices or other communication from data subjects, the Information Commissioner or any other law enforcement authority;
- provide such information to the Customer as it reasonably requires, and within the timescales specified, to allow the Customer to comply with the rights of data subjects and meet any obligations imposed by Data Protection Legislation and the Information Commissioner’s Office;
- maintain complete and accurate records and information to demonstrate compliance with its obligations relating to data protection under this Agreement and allow for audits by the Customer;
- notify the Customer without undue delay on becoming aware of a personal data breach; and
- notify the Customer in advance, where possible, of any legal requirements that it is subject to which may require the disclosure of personal data.
26.7 On termination of this Agreement, Enthuse will return the personal data and copies thereof to the Customer.
26.8 The Customer authorises Enthuse to outsource or sub-contract the processing of information subject to ensuring the same data protection obligations as set out in this contract or other legal act between the Customer and Enthuse shall be imposed on that other processor by way of a contract or other legal act under Union or Member State law;
26.9 The clauses relating to data protection in this Agreement may be varied, but any variations must be agreed by both parties in writing, and annexed to this document.
26.10 In this Clause and in Clause 11 of this Agreement, “Data Protection Legislation”: means (i) unless and until the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018.
SCHEDULE 1 – FUNDRAISING
1.1 The following are definitions of our terminology used in this Schedule:
- Add-On Features: additional product features available to the Charity for additional Subscription Fees.
- Donation Site: the website, and fundraising page(s), hosted by Enthuse pursuant to the Agreement, allowing Donors to make online donations to the Charity.
- Donors: Visitors who donate to the Charity (“Donations”) using the Donation Site.
- Fundraisers: Visitors who create a fundraising page on the Donation Site.
- Visitor: a visitor to the Donation Site.
2.1 In consideration of payment of the Subscription Fees, Enthuse will provide the Fundraising Site and surrounding services to the Customer which the customer may enable or disable at any time. The Fundraising Site includes:
- access to the Fundraising Site;
- hosting the Fundraising Site on its Server at no additional cost;
- collection of Donations on behalf of the Customer;
- if applicable, events and appeals;
- if applicable, processing and claiming Gift Aid on behalf of the Customer subject to section 12 of this Services Contract; and
- such other services as agreed by the Parties.
2.2 For a period of seven (7) days from the delivery of the Donation Site to the Customer, the Customer may make reasonable requests for alterations to the Fundraising Site in order to repair any bugs/errors (the “Alteration Period”). Following the Alteration Period the Fundraising Site will be deemed delivered to the Customer. For the avoidance of doubt, the Alteration Period will not apply to any future repairs or alterations to the Fundraising Site or other Services.
2.3 Add-on Features may be provided by Enthuse, in accordance with the Agreement, if noted in the Invoice. Current descriptions for certain Add-on Features may be found at www.enthuse.com/solutions/
2.4 For a Donation to be directed to Customer by a Donor, the Donor must have selected the Customer as the recipient on the Fundraising Site.
2.5 The Fundraising Site will remain the property of Enthuse and the Customer may not transfer the Fundraising Site to another service/hosting provider following termination of this Agreement.
2.6 The Donation Site will remain the property of Enthuse and the Customer may not transfer the Donation Site to another service/hosting provider following termination of this Agreement.
3. Customer Obligations
3.1 The Customer shall be responsible for the accuracy and completeness of the Materials on the Fundraising Site.
3.2 Before Enthuse will be able to provide the Donation Site, the Customer must provide all the necessary banking information requested by Enthuse as part of the registration process in order to activate electronic fund transfers and pre-authorised debits.
3.3 The Customer is responsible for:
- informing Enthuse in the event it receives Donations that the Customer should reasonably know it is not entitled to receive;
- ensuring that any Donations paid to it through the Donation Site are used by the Customer in accordance with any stated purpose or specific fundraising appeal. As Enthuse does not monitor or control the activities of the Customer, it shall be the sole responsibility of the Customer to ensure that Donations received by it are used for the stated purpose or appeal and Enthuse will not be responsible for the use or non-use of any Donations; and
- ensuring any content uploaded to the Fundraising Site by Fundraisers, Donors or the Customer does not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) and are in compliance with our Acceptable Use Policy (“Inappropriate Content”). Enthuse reserves the right to remove content from the Fundraising Site where it reasonably suspects such content is Inappropriate Content. Either party shall notify the other party promptly if it becomes aware of any allegation that any content on the Fundraising Site may be Inappropriate Content.
4. Collection of Gift Aid
4.1 Enthuse is an approved HMRC Gift Aid agent. If the Customer is a registered Charity and based in the United Kingdom, it must be registered for Gift Aid with HMRC to benefit from the Services detailed in clause 4.1 of this Schedule and must:
- provide Enthuse with a complete HMRC form (e.g. ChV1); and
- provide a valid HMRC registration number allocated to the Customer.
4.2 Enthuse will:
- where appropriate, offer all Donors the option of making Donations in a way that makes them eligible to reclaim Gift Aid (subject to a Donor’s declaration of eligibility). Each Donor is responsible at all times for accurately informing and updating Enthuse as to their respective entitlement to claim Gift Aid and Enthuse is not responsible for use of inaccurate or out of date information provided by a Donor; and
- on behalf of the Customer, apply to HMRC to reclaim Gift Aid in compliance with HMRC recommended practice. Enthuse will not apply to HMRC to register the Customer for the purpose of claiming Gift Aid. If any Gift Aid claim, or sums claimed, on behalf of the Customer are subsequently challenged or not settled by HMRC, the Customer will be responsible for resolving the matter with HMRC and, where applicable, repaying any disputed sum directly to HMRC.
4.3 Enthuse will use best endeavours to collect, protect and secure the personal details of Donors in accordance with applicable data protection laws. Where a Donor has chosen to allow us to pass their personal data onto the Customer, we will do so and the Customer agrees to only use that data strictly for the purposes and in the manner consented to by the Donor and not disclose any personal details to any third party except with the consent of the Donor. Enthuse will not be liable in any way whatsoever for any such disclosure of personal details by the Customer in breach of this clause.
4.4 The Customer shall ensure that the Donation Page is set up correctly to receive Gift Aid from Donors including, but not limited to, using appropriate language to request Gift Aid, only where the Donations are eligible for Gift Aid. The Customer shall be responsible for making any changes required by Enthuse, or HM Revenue and Customers, in order to ensure the Donation Page is compliant with this clause 4.4 and any applicable law, or guidance, regarding the collection of Gift Aid.
5. Processing donations
5.1 The Customer authorises Enthuse to process and hold Donations received from Donors on the Customer’s behalf. Enthuse may refuse to process and hold Donations if it is not reasonably satisfied that:
- the transaction is legal and not related to fraudulent activities of any kind;
- they have been properly authorised; or
- the information it is basing a transfer on is correct.
5.2 Donations may be processed and transferred to a Customer via four methods, including:
- for acceptance of any direct credit or debit card Donations, and Direct Debit Donations (except existing regular Donations made through GoCardless), Donations made will be processed by Enthuse’s online payment gateways and transferred to you by Enthuse;
- for acceptance of any Donations made via Stripe (www.stripe.com), the registered user will need to have an account with Stripe and this account must be connected to its Charity Account;
- for continued acceptance of any existing Direct Debit Donations that were set up using GoCardless, the Charity will need to have an account with GoCardless (www.gocardless.com) and this account must be connected to its Charity Account; or
- for acceptance of any Donations via PayPal, the Charity will need to have an account with PayPal (www.paypal.com) and this account must be connected to its Charity Account.
5.3 In order to receive Donations, Enthuse may be required to create an account for the Customer with Enthuse partners, including accepting the partners’ standard terms and conditions and submitting the Customer’s details to the partner on its behalf. The Customer hereby authorises Enthuse to do so and Enthuse shall not be liable to the Customer for any damage or loss you may incur as a result.
5.4 Enthuse will transfer cleared Donations that it has received on a Customer’s behalf to the Customer in accordance with the following schedule (as may be amended from time to time):
- credit and debit card Donations will be transferred on the twentieth day of the following month, or the nearest working day thereafter;
- Direct Debit Donations will be transferred on the twentieth day of the following month, or the nearest working day thereafter, except for Direct Debit Donations made using the Charity’s own GoCardless account which will be transferred according to GoCardless’ terms and conditions;
- for Donations via PayPal, the transfer schedule will be transferred to you according to PayPal’s terms and conditions; and
- for Donations via Stripe, the transfer schedule will be transferred to you according to Stripe’s terms and conditions.
6. Transaction fees
6.1 The amount transferred to the Customer will be equal to the sums received by Enthuse on the Customer’s behalf, less the charges for processing the payments as set out in clause 6.2 of this Schedule 1 (“Transaction Fee”). The Customer authorises Enthuse to deduct the Transaction Fee together with such other sums as are owed to Enthuse, in accordance clause 9 of this Schedule, from the amount of any Donations that Enthuse is paying out to the Customer.
6.2 The Transaction Fee is made up of two parts, calculated as follows:
- the “Gift Aid Processing Fee”, calculated at 5% of the value of any Gift Aid; and
- The “Payment Provider Fee”, calculated for Visa & Mastercard cards, Direct Debits & Apple Pay at just 1.9% + 20p of the net Donation, which does not include Gift Aid. The Processing Fee and Payment Provider Fee may vary by product. If Donations are processed via Stripe, PayPal or Go Cardless the Payment Provider Fee is set by the applicable payment provider.
6.3 Enthuse may provide a Donor with the option of paying an amount directly to Enthuse (a “Tip”) in addition to the Donation. The Platform Fee for a Donation will be waived on the net Donation, which does not include Gift Aid, where the Donor has been given the option of paying a Tip in respect of that Donation. Enthuse reserves the right to move a customer off the Tipping model onto Fixed Fee model and the standard platform fee will then apply.
6.4 Enthuse reserves the right from time to time to change the Transaction Fee as well as to introduce new fees and charges. Enthuse will use commercially reasonable efforts to notify the Customer of any changes to its Transaction Fee or the introduction of new fees by email and will post its current Transaction Fee on its website. Changes to the Transaction Fee will be published on its website in advance of the effective date of the change and will become effective as of the date indicated as the “effective date” in such posting.
7. Bank details
7.1 The bank account information provided by the Customer to Enthuse will be used for executing all future transfers that Enthuse makes to the Customer, unless the Customer informs Enthuse otherwise or a transfer is rejected by the recipient bank. The Customer is responsible for ensuring that Enthuse is kept informed of the correct and up-to-date details. Any changes to the details must be provided via the Customer’s online account by an authorised representative of the Customer and within a sufficient period of time before a transfer is due to be made.
7.2 If the Customer, or any employee, director, agent or representative of the Customer, provides incorrect, out-of-date or fraudulent information, Enthuse will not be responsible if the payment is not made, is delayed or it is made incorrectly to a third party other than the Customer.
7.3 Transfers of Donations to the nominated bank account or payment processing account (e.g. PayPal) will be made by Enthuse through the Bankers Automated Clearing Services (“BACS”). As a consequence transfers from Enthuse should reach the Customer’s recipient bank between three (3) to five (5) business days following the date of the transfer as per clause 5.4 of this Schedule 1.
7.4 By providing bank account information to Enthuse the Customer agrees to Enthuse collecting payments for the Customer via any website, including third party websites that may use Enthuse to collect payments for the Customer.
8.1 If after a Donation has been transferred by Enthuse to the Customer bank account, such Donation is thereafter rejected or reversed for any or no reason, including payments made in error, credit card chargebacks, refund requests, suspected or actual fraud, in whole or in part, the Customer will be liable to refund such rejected Donation amount in full to Enthuse. The Customer authorises Enthuse to deduct any such amount and any reasonable directly related out-of-pocket expenses and reasonable administrative costs incurred by Enthuse in this context from the Customer Account. If this is not possible, you are liable for reimbursing Enthuse, and such amount shall be treated as a debt.
9. Late Payment
9.1 The Customer agrees that if the Subscription Fee is unpaid for a period of one (1) month after the Due Date, then Enthuse is authorised to debit the outstanding Subscription fees from any donations received by Enthuse on behalf of the Customer.
10. Consequences of Termination
10.1 The following shall apply post-termination:
- Enthuse may maintain the Donation Site and the supporting content and data, at its discretion, for audit or other record retention purposes;
- the Customer will have access to the Donation Site up until the date that it has paid for, unless otherwise determined by Enthuse. Thereafter, the Customer will no longer have access to the Donation Site;
- from the termination date, the Donation Site will be disabled and Donors will no longer be allowed to Donate to the Customer. The Customer must remove all links to the Website; and
- Enthuse will ensure that any Donations and Gift Aid due to the Customer up to the point of effective termination will be passed on to the Customer in accordance with the Agreement.
SCHEDULE 2 – EVENTS
It is agreed that the following terms and conditions, together with our Customer Contract, set out the entire and only agreement (“the Agreement”) made between you (“the Customer”) and Enthuse Ltd (”Enthuse”) and no variation or modification of this Agreement shall be effective unless it is agreed by both parties in writing.
Any work of any description undertaken by Enthuse in delivering event registration services shall be subject to the following terms and conditions.
1. Supply of Services
Enthuse shall supply such event registration services (“the Services”) as may be agreed from time to time with the Customer in writing.
Enthuse warrants to the Customer that it will perform the Services:
- with reasonable care and skill;
- in accordance with generally recognised commercial practices and standards; and
- in accordance with all applicable legislation from time to time in force.
All transactions will be conducted in the base currency for the account i.e. Pounds Sterling, Euros or US Dollars.
Event fees shall be agreed between the parties in writing prior to the provision of any Services and shall be detailed in the Customer Contract. In every case, event fees shall be subject to a minimum event fee as set out in the Customer Contract.
Registration fee = 3.5%+ 75p per registration
Payment provider fee = 1.9%+ 20p of transaction value
Free registrations = free of charge
For the Virtual Journey feature a Mapping Fee of £4 per map will be charged per registration in addition to the standard registration and payment provider fees. Where the Ticket Price is insufficient to cover the aggregated fee, then the customer will be invoiced monthly for any deficit.
2.1 Using Enthuse’s Merchant Processes
Payment processing services for Enthuse are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms and conditions, the Customer agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Enthuse enabling payment processing services through Stripe, the Customer agrees to provide Enthuse with accurate and complete information about the Customer and its business, and the Customer authorises Enthuse to share this information and transaction information related to the Customer’s use of the payment processing services provided by Stripe.
Use of the Stripe system ensures that all revenue generated less Enthuse’s event fees will be paid directly to the Customer s nominated bank account. Revenue can be paid on a daily, weekly or monthly basis according to the Customer’s preference. All transactions will be conducted in the base currency for the account i.e. Pounds Sterling, Euros or US Dollars. A currency conversion will only occur if a Customer accepts payment for an event in a currency in respect of which they do not have an associated bank account.
Stripe payments are tracked by Enthuse and reconciled to show a breakdown of funds per event. Enthuse will send detailed monthly statements setting out this information along with a breakdown of all charges.
2.2 Using Customer’s Merchant Processes
Should a Customer wish to use their own merchant process, they will be sent a statement by Enthuse on a monthly basis, providing details of all registrations completed during that month, together with an invoice in respect of Enthuse’s fee.
2.3 Payment should be made within 30 days of receipt of invoice.
In the event of any invoice queries, these queries must be raised within 14 days of the relevant invoice being received. Payment should not be unreasonably withheld by the Customer whilst the query is being resolved.
Enthuse reserves the right to charge interest on any amounts outstanding under this Agreement, with the rate of interest applying being four percent above the base lending rate of Enthuse’s Bank.
Any Intellectual Property rights (regardless of the form or content in which they are disclosed or stored) including any marks, trade names, patents or appropriate documents, know-how being technical or otherwise and copyright owned by Enthuse at the date of this Agreement or developed by Enthuse throughout the course of this agreement, whether registered or unregistered (together “the Enthuse Material”) shall remain the sole property of Enthuse and Enthuse shall retain full, worldwide copyright in the Enthuse Material at all times. The Customer may not copy, distribute, sell, publish, display, transmit, reproduce or decompile any part of the Enthuse Material by any means (electronic or not) or for any purpose include it in any derivative works.
Any Intellectual Property rights (regardless of the form or content in which they are disclosed or stored) including any marks, trade names, patents or appropriate documents, know-how being technical or otherwise and copyright owned by the Customer at the date of this Agreement, whether registered or unregistered (together “the Customer Material”) shall remain the sole property of the Customer and the Customer shall retain full, worldwide copyright in the Customer Material at all times. The Customer may not copy, distribute, sell, publish, display, transmit, reproduce or decompile any part of the Customer Material by any means (electronic or not) or for any purpose include it in any derivative works.
4. Event Cancellation
If an event is cancelled for any reason, all refunds of registration fees to event participants will be the responsibility of the Customer. Under no circumstances will Enthuse be obliged to provide refunds.
5. Cancellation by event participant
Should an event participant raise a Charge Back, their registration will be cancelled and their registration fee refunded, Enthuse shall notify both the event participant and the Customer of the cancellation and refund. The Customer undertakes to indemnify Enthuse in respect of any charges incurred by Enthuse in relation to the cancellation and refund, such charges including but not limited to Stripe fees.
6. Managing Systems
6.1 Enthuse reserves the right to edit information hosted on its platform at its absolute discretion where such information is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party intellectual property rights.
6.2 Enthuse shall promptly:
6.2.1 update the Enthuse Event Registration Software with any and all content provided from time to time by the Customer;
6.2.2 comply with any written request by the Customer to remove any content from the Enthuse Event Registration Software;
Each party will maintain as confidential all information obtained under or in connection with these this Agreement and will not divulge such information to any person (except to their own agents and then only to those agents who need to know same) without the other party’s prior written consent.
This clause will not extend to information which was rightfully in the possession of the other party prior to the commencement of the negotiations that led to this Agreement, which was already in the public domain or becomes so at a future date (otherwise than as a result of a breach of this clause).
Each party will ensure that its employees, subcontractors, assignees or agents are aware of and comply with the requirements of this clause.
These obligations of confidentiality will survive the expiry or termination of this Agreement.
Enthuse shall have in place appropriate insurance cover with a reputable insurance company and if requested to do so will exhibit evidence of such insurance to the Customer.
Enthuse will indemnify the Customer against loss, damage, costs and expenses which the Customer may incur as a direct consequence of any act, omission, negligence or default of Enthuse, its employees, subcontractors or agents arising out of or in connection with the performance of the Services PROVIDED THAT Enthuse’s liability shall be strictly limited to the total value of this Agreement and Enthuse shall not under any circumstances be liable for indirect or consequential loss.
Where a Customer is introduced to Enthuse via a Distributor, that Distributor will be linked to the Customer’s account with Enthuse and will have access to the account in order to provide support and assist in the initial account set-up. By agreeing to these terms and conditions, the Customer agrees to allow the Distributor to have such access. The Customer must notify Enthuse in writing in the event that they no longer wish the Distributor to be linked with and have access to their Enthuse account.
11. Free events
In relation to free events, unless otherwise agreed in writing with the Customer and detailed in the Customer Contract, Enthuse will not charge commission on free registrations and registrations made through the administration area. Enthuse does however reserve the right to charge the Customer for help and support provided for free events, with full details of its set-up fees set out in the Customer Contract.
12. Force Majeure
The due performance of this Agreement is subject to alteration or cancellation by either party owing to any cause beyond their reasonable control e.g. sudden illness or injury, epidemics, fire, explosion, flood, unusually severe weather, or any other extraordinary natural disturbance, act of God, or of the public enemy, any civil commotion, riot, insurrection, terrorism, or hostilities, war (declared or otherwise) conditions that may adversely affect the safety of such party’s personnel, restrictions due to quarantines, blockades, embargoes, unavailability of materials; unforeseen market shortages or any other cause beyond the reasonable control of such party that arises without the fault or negligence of such party, and that results in the delay in performance or non-performance of any obligations hereunder.
Neither party shall have any liability to the other in respect of termination of this Agreement due to Force Majeure, but rights and liabilities that have accrued prior to such termination shall subsist.
This Agreement may be terminated at any time and for any reason by either party by giving notice in writing to the other.
On termination of this Agreement:
- the Customer will pay to Enthuse any outstanding invoices issued by Enthuse prior to the effective date of termination;
- the Customer will pay Enthuse for any event registrations completed after the effective date of termination upon presentation of an invoice; and
- Enthuse will immediately remove the Customer’s event (s) from its platform.
- The termination of this Agreement shall be without prejudice to any rights which may have accrued prior to the date of termination to either of the parties under this Agreement.
- Any subscription fees are due until the end of the contract term
14. No Partnership
Enthuse and the Customer hereby declare that they are not partners and this Agreement is not to be construed as creating a partnership between them.
15. No Waiver
Failure of any party to this Agreement to enforce any right or remedy provided under this Agreement or by law shall not be construed as a waiver or limitation of that party’s right to subsequently enforce any right or remedy.
If any provision of this Agreement (or part of any provision) shall be held by a court of law to be invalid, illegal or unenforceable for any reason that provision or part provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity of the remaining provisions of this Agreement shall not be affected.
17. Third Party Rights
A person who is not a party to this Agreement will not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.
18. Governing Law
This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England Both parties irrevocably submit to any exclusive rules or decisions of the Courts of England
19. Disputes and Arbitration
Enthuse is committed to providing a quality service to the Customer. However, if the Customer is dissatisfied with the Services, any complaints should be directed in the first instance to email@example.com
Any dispute, difference or question of any kind whatsoever arising between the parties in relation to this Agreement which has not been resolved to the reasonable satisfaction of either party within three months of the dispute arising shall be referred to a single arbitrator agreed upon by the parties. The provisions of the Arbitration Act 1996 shall apply to the arbitration.
20. Data Protection
“Data Protection Legislation” a) all applicable law and regulations relating to data or privacy, including but not limited to the Data Protection Act 2018, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Communications Act 2003, EU General Data Protection Regulation 2018 and any other data protection laws (including any associated regulations or instruments) applicable to Enthuse’s provision of the Services; and
- all in term ICO codes of practice and relevant industry guidance as amended or replaced from time to time, including but not limited to, as issued by the Information Commissioner and/or any similar or replacement regulatory or self-regulatory body or bodies which may come into existence during the term of this Agreement;”
“Customer Data“: all data (including personal data), information, text, drawings and other materials which are embodied in any medium including all electrical, optical, magnetic or tangible media and which are supplied to Enthuse by or on behalf of the Customer or which Enthuse is required to generate, collect, process, store or transmit in connection with this Agreement;
“Regulator”: any person having regulatory or supervisory authority over any part of the Services or Enthuse’s or the Customer’s business or operations, in whatever jurisdiction, including H.M. Revenue and Customs, the Office of the Information Commissioner and the Department for Business Innovation and Skills and, in each case, any successor body or bodies in the United Kingdom and any body or bodies carrying out similar functions in any relevant jurisdiction;
20.1 The Customer’s details may be kept on computer record (e.g. name and address) however, none of the information (including personal data) that Enthuse holds shall be disclosed to third parties without the Customer’s prior agreement in writing except where such disclosure is required by law
20.2 In this clause 20, the terms “data controller”, “data processor”, “data subject”, “personal data”, and “processing” will be as defined in Data Protection Legislation.
20.3 The parties agree to comply with the Data Protection Legislation insofar as it relates to the performance of their roles under this Agreement.
20.4 The parties acknowledge that Enthuse may process personal data on behalf of the Customer and that the Customer shall be the data controller and Enthuse shall be the data processor in respect of personal data processed by Enthuse, on the Customer’s behalf in performing its obligations under this Agreement.
20.5 The Customer shall be solely responsible for determining the purposes for which and the manner in which Personal Data are, or are to be, processed. The subject matter and duration of the processing, the nature and purposes of the processing, the categories or data subjects and type of personal data that will be processed pursuant to this Agreement shall be as set out in the Appendix below.
20.6 Enthuse shall:
20.6.1 ensure that it complies at all times with the applicable Data Protection Legislation and that any disclosure of personal data made in the context of this Agreement is lawful;
20.6.2 Act only on written instructions and directions from the Customer and shall comply promptly with all such instructions and directions received from the Customer from time to time;
20.6.3 immediately notify the Customer if, in Enthuse’s opinion, any instruction or direction from the Customer infringes the Data Protection Legislation or other applicable European Union or Member State data protection law;
20.6.4 not process personal data for any purpose other than for the provision of Services to the Customer and only to the extent reasonably necessary for the performance of this Agreement;
20.6.5 not disclose personal data to any employee, director, agent, contractor or affiliate of Enthuse or any third party except as necessary for the performance of the Services, to comply with applicable law or with the Customer’s prior written consent;
20.6.6 ensure that all employees, directors, agents, contractors or affiliates of Enthuse authorised to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
20.6.7 in a manner consistent with the Data Protection Legislation and with any guidance issued by the competent Regulator, maintain a record of processing activities under its responsibility;
20.6.8 implement all necessary or appropriate technical and organisational measures, having regard to the state of the art and the costs of implementation and the risks to the rights and freedoms of data subjects:
- to protect the security and confidentiality of personal data processed by it in providing the Services;
- to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure, access, or processing; and
20.6.9 as required under Data Protection Laws;
20.6.10 immediately notify the Customer of its receipt of any complaint, notice or request made by a data subject in relation to the personal data processed by Enthuse on behalf of the Customer and, if required by the Customer, permit the Customer to handle such request and at all times cooperate with and assist the Customer to execute its obligations under the Data Protection Legislation in relation to such data subject requests, including by appropriate technical and organisational measures where appropriate. If the Customer elects not to handle any request from a data subject received by Enthuse, Enthuse shall comply with such request and provide written evidence to the Customer about how it was fulfilled. In all cases, Enthuse shall provide a copy to the Customer of all personal data which it does so disclose.
20.6.11 Enthuse shall, without undue delay and in any event within 24 hours of becoming aware, promptly notify the Customer in writing of any actual or suspected unauthorised access or processing of Personal Data or breach of the Security Policy, and such notice shall include details of such actual unauthorised access or processing or the breach of the Security Policy, including nature of the breach categories and numbers of data subjects affected; categories and numbers of records affected; likely consequences of the breach and measures to be taken in mitigation and timescales;
20.6.12 Enthuse shall cooperate and provide the Customer with such reasonable assistance as the Customer requires in relation to any complaints made by data subjects, unauthorised access or processing of personal data, or investigations or enquiries made by any Regulator relating to the Customer’s or Enthuse’s obligations under the Data Protection Legislation.
20.6.13 No personal data processed by Enthuse pursuant to this Agreement shall be exported outside the European Economic Area.
20.6.14 Ensure that the Customer Data is kept secure and in an encrypted form, and shall use the best available security practices and systems applicable to the use of the Customer Data to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Data;
20.7 In relation to personal data processed by Enthuse under this Agreement, Enthuse shall co-operate with the Customer to the extent reasonably necessary to enable the Customer to adequately discharge its responsibility as a data controller under the Data Protection Legislation, including without limitation that Enthuse shall cooperate and provide the Customer with such reasonable assistance as the Customer requires in relation to preparation of data protection impact assessments to the extent required under the Data Protection Legislation.
20.8 On termination or expiry of this Agreement, at the Customer’s request, Enthuse shall delete or return to the Customer all personal data processed on behalf of the Customer, and Enthuse shall delete existing copies of such personal data except where necessary to retain such personal data strictly for the purposes of compliance with applicable law.
21.1 Categories of Data Subjects
Members of the public who register for an event, buy tickets or pay for a membership via the Enthuse platform organised by the Customer.
21.2 Subject-matter of the Processing
21.3 Nature and purpose of the Processing
For the provision of event registration & membership management services via the Enthuse platform.
21.4 Type of Personal Data
Name, address, email address, home address, phone number, date of birth, credit card details, Emergency contact details, marketing preferences and event specific questions such as T-Shirt size.
21.5 Special categories of Personal Data
Personal data relating to the health of an event registrant.
21.6 Duration of Processing
For the duration of each event using the Enthuse platform for registration during the term of this Agreement.
SCHEDULE 3 – CUSTOMERS IN AUSTRALIA AND NEW ZEALAND
The following clause replaces that in the main body of the ENTHUSE CUSTOMER TERMS AND CONDITIONS.
7.5 All charges are exclusive of Goods and Services Tax (GST) or Value Added Tax (VAT)
The following clauses replaces those in SCHEDULE 1 – FUNDRAISING
5.2 Donations will be processed and transferred to a Customer via the following methods:
- for acceptance of any Donations made via Stripe (www.stripe.com), the registered user will need to have an account with Stripe and this account must be connected to its Customer Account.
5.4 Enthuse will transfer cleared Donations that it has received on a Customer’s behalf to the Customer in accordance with the following schedule (as may be amended from time to time):
- for Donations via Stripe, the transfer schedule will be transferred to you according to Stripe’s terms and conditions.
6.2 The Transaction Fee is made up of two parts, calculated as follows:
- the “Gift Aid Processing Fee”, calculated at 5% of the value of any Gift Aid; and
- the “Payment Provider Fee”, calculated for Visa & Mastercard cards, Direct Debits & Apple Pay at just 1.75% + £0.30AUD of the net Donation in Australia and 2.9% + £0.30NZD of the net Donation in New Zealand. The Processing Fee and Payment Provider Fee may vary by product.
The following clauses replaces those in SCHEDULE 2 – EVENTS
All transactions will be conducted in the base currency for the account i.e. Australian Dollars or New Zealand dollars.
Event fees shall be agreed between the parties in writing prior to the provision of any Services and shall be detailed in the Customer Contract. In every case, event fees shall be subject to a minimum event fee as set out in the Customer Contract.
- Registration fee = $1.25 AUD per registration
- Payment provider fee = 1.75% + £0.30AUD of transaction value
New Zealand Events
- Registration fee = $1.25 NZD per registration
- Payment provider fee = 2.9% + £0.30NZD of transaction value
SCHEDULE 4 – WEBSITE PRODUCT
1.1 The following are definitions of our terminology used in this Schedule 4
Add-on Packages: additional services as described in this Schedule 4.
Visitor: a visitor to the Website.
Website Specification: the basic specification as set out in this Schedule 4.
Website: the website at the Domain Name, to be hosted by Enthuse pursuant to the Agreement.
2. Website Products
2.1 In consideration of payment of the Subscription Fee, Enthuse will provide the Website to the Charity, which will include:
2.1.1 access to the Website in line with the Website Specification;
2.1.2 hosting the Website on its Server;
2.1.3 providing reasonable support services via email; and
2.1.4 such other services as agreed by the Parties.
2.2 Add-on Packages may be provided by Enthuse if noted in the Invoice.
2.3 For a period of seven (7) days from the delivery of the Website to the Charity, the Charity may make reasonable requests for alterations to the Website in order to repair any bugs/errors (the “Alteration Period”). Following the Alteration Period the Website will be deemed delivered to the Charity. For the avoidance of doubt, the Alteration Period will not apply to any future repairs or alterations to the Website or other Services.
2.4 The Domain Name is the property of the Charity and will remain so following the termination of this Agreement. For the avoidance of doubt, the Website, and the Software, will remain the property of Enthuse and the Charity may not transfer the Website to another service/hosting provider following termination.
2.5 If the Charity makes repeated requests for additional services, such as telephone Support, Enthuse will give the Charity written notice that it intends to apply an Add-on Package from the date of that notice. Such notice will enclose an updated invoice setting out the Subscription Fee which will apply. Acceptance of the notice and updated invoice shall be deemed to have taken place unless the Charity notifies Enthuse otherwise within seven (7) days of delivery.
3. Website Specification
3.1 The Website provided by Enthuse will use a standard template developed by Enthuse for the charity sector, with minor customisation for the Charity. The Website will meet the following specification:
- the Website will be in line with the standard template containing three pages including:
- the home page;
- the “about us” page; and
- the “contact us” page;
- the Charity may add an unlimited number of additional pages from within the Website admin area. Enthuse offers Optional Services which include content implementation; and
- the Website:
- will not contain any third-party advertisements;
- will have 500 Mb storage;
- will include one (1) Stock image;
- will allow Visitors to search the Website; and
- will allow Visitors to sign-up for the Charity E-newsletter.
4 Add-On Packages
4.1 Where the Charity has elected to receive the Add-on Packages and in consideration of payment of additional Subscription Fees, Enthuse will provide the following:
4.2 Members Package
4.2.1 Where the Charity has elected to receive the Member Package and in consideration of payment of additional Charges, Enthuse will provide a members’ area, forum and event calendar which include:
- Members’ area – a secure zone of the Website that is password protected, allowing the Charity to share information directly with members;
- Event calendar – allows the Charity to publicise events with supporters and easily share them on the Website and social media accounts;
- Forum – a professional online community that allows the Charity to build up engagement with supporters;
- Captcha – protects the Website from SPAM comments by asking supporters to quickly tick a box when completing forms and when writing a comment; and
- Forum Moderation – automatically prevents malicious comments being added to the comments and forum, making it easier and less time consuming to moderate supporters’ engagement.
4.3 SEO Package
4.3.1 Where the Charity has elected to receive the SEO Package and in consideration of payment of additional Subscription Fees, Enthuse will provide a premium SEO tool, Google analytics reports and dashboard which include:
- SEO tool – a complete SEO service that will ensure that the Website is fully optimised for search engines, making it easier for supporters to find the Charity;
- Google Analytics reports – a weekly report about Visitors to the Website, their location and what they searched for to find the Website;
- Google Analytics dashboard in site – enables the Charity to quickly see Visitor tracking information directly in a dashboard, making it easier to understand more about Visitors; and
- Google XML sitemap – a sitemap that clearly displays to Google what is on the Website, making it easier to search for the Website and improving Website ranking.
4.4 Social Package
4.4.1 Where the Charity has elected to receive the Social Package and in consideration of payment of additional Subscription Fees, Enthuse will provide a blog, connected social media and social sharing which includes:
- Blog – enables the Charity to provide updates to supporters in an easy to use blog;
- Social Stream – displays posts from all of the Charity’s social media accounts in one grid on the Website;
- Auto-post to social sites – automatically posts to all Charity social media accounts when the Charity writes a new blog post, saving time posting to each one individually; and
- Social share buttons – allows Visitors to share latest news to their social media
4.5 Marketing Package
4.5.1 Where the Charity has elected to receive the Marketing Package and in consideration of payment of additional Subscription Fees, Enthuse will provide Mailchimp connection, web forms and live chat which include:
- Mailchimp connection – integration of the Charity Mailchimp account with the Website, allowing the Charity to quickly subscribe Visitors to the Charity’s email list;
- Forms – completely customisable forms that allow the Charity to ask Visitors information that is relevant to the Charity; and
- Live chat – allows the Charity to communicate with supporters directly on the Website.
4.6 Support Package
4.6.1 Where the Charity has elected to receive the Support Package and in consideration of payment of additional Subscription Fees including a six month minimum contract, Enthuse will provide a reasonable amount of telephone support, training, content implementation and email set-up which include:
- Content implementation – The Charity will provide Enthuse with Materials for an additional fifteen (15) pages on the Website which will be created by Enthuse. These Materials must be provided by the Charity within 14 days of registering for the Support Package. If the Charity would like to add more than fifteen (15) pages to the Website, the Charity must provide Enthuse with the relevant content and Enthuse will provide a quote for the additional pages. clause 2.3 of this Schedule 3 (Alteration Period) will apply to these additional pages;
- Telephone support – a reasonable amount of telephone assistance, at the discretion of Enthuse, to help guide the Charity through any Website changes;
- Training – Enthuse will provide the Charity one (1) hour of one to one or group training on how to use the Website’s features, such as, making changes and adding content; and
- Alterations – Enthuse will make content alterations on up to two (2) pages per calendar month.
5. Charity Obligations
5.1 The Charity shall be responsible for the accuracy and completeness of the Materials on the Website in accordance with clause 6 of this Schedule 3.
5.2 The Charity must maintain the confidentiality of the Charity’s Website login and password. The Charity is responsible for all use of the Website under the Charity’s login and password whether or not authorised by the Charity. The Charity must notify Enthuse immediately of any unauthorised use of the Charity’s login or password.
6. Website Content
6.1 Enthuse may update the Website with Materials provided from time to time by the Charity. The Charity shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) and are compliant with our Acceptable Use Policy (“Inappropriate Content”).
6.2 Enthuse shall grant the Charity access to the Server in order to update information held on the Website.
6.3 Enthuse acknowledges that the Charity has no control over any content placed on the Website by Visitors and does not purport to monitor the content of the Website. Enthuse reserves the right to remove content from the Website where it reasonably suspects such content is Inappropriate Content. Either party shall notify the other party promptly if it becomes aware of any allegation that any content on the Website may be Inappropriate Content.
6.4 The Charity shall indemnify Enthuse against all damages, losses and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content.
6.5 Enthuse may include the statement “Designed by Enthuse” on the home page of the Website.
7.1 Following termination of the Agreement, at its discretion, Enthuse may maintain the Website and the supporting content and data, for audit or other record retention purposes.