Charity Terms and Conditions

These terms ("Terms") set out the terms of your agreement and relationship with THE SHAMAAZI PROJECT LTD ("we", "us" or "Shamaazi"), a private limited company registered in England and Wales under company number 16665293 whose registered office is at 6-8 Great Eastern Street, London, EC2A 3NT, United Kingdom.

We operate the Services under licence from TripleQ Corporation (incorporation number 0022562) whose registered address is Ajman Free Zone Authority, Rasheed bin Saeed Al Maktoum Street, PO BOX 918001, Ajman, United Arab Emirates.

These Terms govern the provision by us of services to charities, including the provision of our charity donations platforms and related services. These Terms also apply to any other electronic or online services and products operated by Shamaazi for the provision of our services (collectively any services provided to you are referred to as “the Services”).

By applying to be (and continuing to be) registered with us as a member all charities and other organisations (“you” or the “Charity”) are agreeing to these Terms. Please read these Terms carefully as they affect your rights and obligations under the law. If you do not agree to these Terms in full, please do not register with us or use the Services.

We provide a number of different online products, including (among others) MyTenDays, MyTenNights, MyFridays and other current or future Shamaazi-operated products. These Terms shall apply to the provision by us of any of our services to you but we may require you to agree to additional terms and conditions which solely relate to a specific product (“Product Specific Terms”) before we are able to provide a specific product or service. In the event of a conflict between the provisions of any Product Specific Terms and these Terms, the provisions of the Product Specific Terms shall apply and take precedence.

If you have entered into a separate written agreement with us (for example, a Charity Partnering Agreement or order form) and there is any conflict between that agreement and these Terms, the written agreement will prevail to the extent of the conflict.

Please note that these Terms may be amended from time to time. Notification of any changes will be made by posting new terms onto the Services. In continuing to use the Services you confirm that you accept the then current Terms in full at the time you use the Services. These Terms supersede and replace all previous versions of the Terms.

1. 1. Term & Membership

   1. For the purposes of these Terms, "Commencement Date" shall mean the date from which the Charity is notified that the Charity has been successfully registered with us (which shall be at our sole discretion).
   2. These Terms and the Charity’s membership shall commence on the Commencement Date and thereafter shall continue and remain in force until terminated in accordance with these Terms.

2. 2. The Services

   1. Many of our products provide a platform for donors to make online donations to the Charity by credit or debit card, or by another payment method made available by us.
   2. Where one of our products allows for donations to be made to the Charity, all donations will be facilitated through Stripe Connect, to our Donor Advised Fund (DAF) partner in your country. This means that donations are made from the donor directly into the DAF’s Stripe holding account. The DAF will consider making a grant of the donations received to the Charity, after deducting any applicable admin fees, in accordance with its grant-making policies, legal obligations and any applicable product terms. The DAF will be responsible for all tax receipts.
   3. Donations can be made to the Charity through a landing page on one of our product websites (a "Native" donation route) or through a widget installed on the website or app of the Charity (a "Widget" donation route).
   4. The allocation, ring-fencing and payment schedule applicable to donations may differ depending on the donation route (Native vs Widget) and/or the relevant product and any Product Specific Terms or written agreement in place with the Charity.
   5. We are not obliged to permit anyone to register with the Services and we reserve the right to refuse registration to anyone for any reason. We also reserve the right at our discretion to remove any content from the Services, terminate your membership and restrict your access to the Services at any time for any reason.
   6. Access to certain functionality and features (including access to certain levels of support) may be restricted or limited, depending on the tier or subscription you have requested for a particular product.
   7. We reserve the right to add or remove services and functionality from any tier or subscription type for any product, or to add or remove tier or subscription types for any product.

3. 3. Support and Donation Acknowledgements

   1. We will send prompt e‑mail acknowledgements to donors in respect of each donation made to the Charity via the Services.
   2. We will respond to donors' account enquiries that we receive.

4. 4. Personal Information

   1. Any personal data held or processed by us is handled in accordance with our Privacy Notice which can be viewed here: Privacy Notice.
   2. As per the terms of our Privacy Notice, we are the controller of certain personal data obtained from donors who use the Services ("Donor Personal Data").
   3. By using our Services, and where we obtain explicit consent, we may provide you with certain Donor Personal Data, each of us will act as an independent controller in respect of any Donor Personal Data shared with you (unless we expressly agree in writing that we will act as joint controllers in respect of specific data processing).
   4. Where we share Donor Personal Data with you, the parties will comply with any data sharing terms made available by us from time to time (and, where applicable, any data processing agreement or controller-to-controller addendum agreed between the parties).
   5. To the extent the Charity's use of the Services results in access to any Donor Personal Data, the Charity will (in its capacity as an independent controller):

      (a) At all times assist with us with our responsibilities as a data controller responsible for determining how the Donor Personal Data is processed;

      (b) Not do, or cause or permit to be done, anything which may result in a breach by us of the Data Protection Legislation and comply with all reasonable instructions we give you relating to the processing by the Charity of Donor Personal Data;

      (c) Abide by the lawful instructions of all data subjects in respect of the Donor Personal Data and not do anything to compromise the security of such information;

      (d) Not sell, trade or rent Donor Personal Data to third parties;

      (e) Hold the Donor Personal Data securely and not disclose it to anyone other than Shamaazi, as agreed to by the data subject and/or as permitted by the Data Protection Legislation;

      (f) Implement adequate security, technical and organizational measures against all unauthorized, unlawful or accidental access, processing, use, erasure, loss or destruction of, or damage to, Donor Personal Data in accordance with the Data Protection Legislation, and abide by our reasonable requirements to ensure the security of the Donor Personal Data as notified to the Charity from time to time;

      (g) Use Donor Personal Data appropriately and only for the specific purposes as notified to the Charity from time to time; and

      (h) Not retain any Donor Personal Data for longer than is necessary.

   6. If the Charity's use of the Services results in access to any Donor Personal Data and the donor has agreed to receive marketing communications from the Charity, the Charity will only send marketing communications to the donor to the extent that the donor:

      (a) Has indicated their preference to receive such communications; and

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

   7. Where use of the Services results in access to any Donor Personal Data relating to a donor but that donor has not agreed to receive marketing communications from the Charity, the Charity shall only communicate with that donor in relation to their specific donation and shall not (unless separate consent is obtained by the Charity) communicate with that person for any other purpose (including marketing).
   8. The Charity shall be liable for and indemnify Shamaazi, its successors and assigns against any and all claims, actions, liabilities, losses, damages and expenses (including legal expenses) incurred by us which arise (directly or indirectly) out of or in connection with any breach of this clause 4 by the Charity.

5. 5. Records and Audit Requirements

   1. We will keep proper records of all donations and income received and expenses incurred for such period as may from time to time be required by any applicable local governmental revenue body, and maintain records which relate to the Charity and the performance of the obligations hereunder (to which the Charity may, subject to the Data Protection Legislation, have access and make copies of at its own expense on request and at reasonable times).
   2. We will provide each Charity with reports outlining: the number of donations received, the value of the donations received, and the third-party fees deducted from the total donations.

6. 6. Site Maintenance and Miscellaneous

   1. We will undertake planned maintenance and upkeep of the Services.
   2. Your access to the Services may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services to our products. We will attempt to restore the Services as soon as we reasonably can.

7. 7. Charity’s Obligations – General

   1. Refunds are not guaranteed. Where a donor requests a refund within 7 days of a donation being processed, we may liaise with the Charity and/or our donor-advised fund partner to assess the request. After this period, any refund will be at the discretion of the donor-advised fund partner and/or the Charity (as applicable) and you should assume refunds will not be granted, unless required by applicable law or payment scheme rules.
   2. Subject to local applicable laws, the Charity will permit Shamaazi to deduct such refunds, and any chargebacks arising, from subsequent donations payable to the Charity. We reserve the right to invoice the Charity for any refunds and chargebacks issued where such refunds or chargebacks are issued in connection with donations allocated to the Charity, and the Charity agrees to settle that invoice within one (1) month of the invoice date.

8. 8. Intellectual Property Rights and Licence

   1. All intellectual property rights in any material (including text, photographs and other images, trademarks and logos) contained in the Services are either owned by us or licensed to us by the relevant rights holder for the purposes of providing the Services. Nothing in these Terms shall operate as an assignment of any such intellectual property rights.
   2. The Charity hereby grants to Shamaazi, its affiliates and its licensors (including TripleQ) a non-exclusive, worldwide, royalty-free licence to use the Charity's name, logo and any materials supplied or uploaded by the Charity in connection with the provision, operation and promotion of the Services.
   3. The licence granted under this clause shall terminate automatically on valid termination of the Charity's membership, save that we may retain archival copies and continue to use materials to the extent required by law, for compliance purposes, or in connection with historical reporting.
   4. The Charity shall indemnify and keep indemnified Shamaazi against all claims, liabilities, losses, damages and expenses (including reasonable legal fees) arising out of or in connection with any allegation that materials supplied by the Charity infringe the intellectual property rights of a third party.

9. 9. Fees and Taxes

   1. Unless otherwise expressly agreed in writing, the Services are provided to the Charity at no charge by Shamaazi.
   2. The Charity shall be solely responsible for the collection, reporting and payment of any taxes, charges, levies or assessments imposed by any governmental or regulatory authority in connection with donations or other income it receives via the Services.
   3. Third-party fees (including payment processing or donor-advised fund fees) may be deducted before funds are onward gifted to the Charity, in accordance with the applicable product terms and disclosures made to donors.

10. 10. Limitation of Liability

    1. Nothing in these Terms excludes or limits either party's liability for:

       (a). death or personal injury caused by negligence;

       (b). fraud or fraudulent misrepresentation; or

       (c). any liability which cannot be excluded or limited by applicable law.

    2. Subject to clause 10.1, the Services are provided on an "as is" and "as available" basis. We do not warrant that the Services will be uninterrupted, secure, error-free or free from viruses or defects.
    3. To the fullest extent permitted by law, Shamaazi shall not be liable for any indirect, incidental, consequential or special losses arising out of or in connection with the Charity's use of (or inability to use) the Services, including (without limitation):

       (a). loss of donations;

       (b). loss of Gift Aid;

       (c). loss of revenue or goodwill;

       (d). loss of data; or

       (e). loss of management or staff time.

11. 11. Insurance

    1. Each party shall maintain such insurance policies as are required by applicable law and as are customary for organisations providing or receiving services of a similar nature in their jurisdiction.

12. 12. Confidentiality

    1. Each party shall treat as confidential all non-public information obtained from the other party in connection with the Services and shall not disclose such information to any third party except where required by law or permitted under these Terms.
    2. This obligation shall survive termination of the Charity's membership for a period of seven (7) years.

13. 13. Termination

    1. Without affecting any other right or remedy, Shamaazi may terminate the Charity's membership with immediate effect by written notice where the Charity:

       (a). materially breaches these Terms and fails to remedy such breach within thirty (30) days of notice;

       (b). ceases to operate as a charity;

       (c). engages in conduct likely to damage the reputation of Shamaazi or the Services; or

       (d). no longer meets applicable legal or regulatory requirements.

    2. Either party may terminate the Charity's membership for convenience on not less than thirty (30) days' written notice.
    3. On termination, any clauses which by their nature are intended to survive shall continue in force.

14. 14. Suspension of Services

    1. We may suspend access to all or part of the Services without liability where reasonably necessary for maintenance, security, compliance, or to prevent misuse or harm to donors, charities or the platform.

15. 15. Notices and Entire Agreement

    1. Notices shall be given in writing and sent to the most recent contact details notified by the relevant party.
    2. These Terms constitute the entire agreement between the parties in relation to the Charity's use of the Services, subject to any Product Specific Terms or separate written agreement expressly agreed between the parties.

16. 16. Third Party Rights

    1. No person who is not a party to these Terms shall have any rights to enforce any provision of them.

17. 17. Complaints

    1. We will respond promptly to donor complaints relating to the Services and maintain appropriate records in accordance with applicable law.

18. 18. Dispute Resolution

    1. The parties shall seek in good faith to resolve any dispute through senior-level discussions before commencing legal proceedings.
    2. Nothing in this clause limits either party's right to seek urgent or injunctive relief.

19. 19. Additional Subscriptions and Embedded Products

    1. Certain products or subscription services may be embedded within or operate alongside the Services.
    2. Where donations are made through such features, the routing and allocation of funds shall be determined in accordance with the applicable product terms and any disclosures made to donors.
    3. Shamaazi reserves the right to add, modify or remove subscription or donation features at its discretion.

20. 20. Governing Law

    1. These Terms are governed by and construed in accordance with the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

21. 21. Gift Aid (UK Charities Only)

    1. Where available, donors who are UK taxpayers may be offered the option to make donations eligible for Gift Aid.
    2. Any Gift Aid reclaimed from HMRC shall belong to the relevant donor-advised fund, unless expressly agreed otherwise in writing.
    3. Where Gift Aid is passed through to the Charity, this shall be at our discretion and subject to donor permissions, technical eligibility, and the requirements of the relevant donor-advised fund.