Terms and Conditions for Charities

These terms (“Terms”) set out the terms of your agreement and relationship with Shamaazi Ltd (“we”, “us” or “Shamaazi”), a private limited company registered in England and Wales under company number 10622013 whose registered office is at 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ.

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, GiveMatch and ZakChat. 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 you 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.

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. 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. 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 then onward-gift the donations received to your charity, after deducting any admin fees.The DAF will be responsible for all tax receipts.
3. Donations can be made to the Charity through a landing page dedicated to the Charity on one of our product websites or through a widget installed on the website or app of the Charity.
4. By specific express agreement we may also facilitate donations to the Charity via an additional feature or promotion on one of our product websites (subject to payment by the Charity of additional fees).
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. 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. Personal Information
1. Any personal data held or processed by us is handled in accordance with our Privacy Notice which can be viewed here.
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, you will be a processor of that Donor Personal Data (unless, at our sole discretion and subject to due diligence, we expressly agree in writing to provide you with personal data as a controller in common).
4. You agree to comply with all applicable data protection and privacy legislation in force from time to time including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426); and in each case any successor legislation or as may be amended and/or updated from time to time (“Data Protection Legislation”).
5. To the extent the Charity’s use of the Services results in access to any Donor Personal Data, the Charity will:
  (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. 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 fees deducted from the total donations.
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. Charity’s Obligations – General
1. The Charity will ensure that all content (including text and images) supplied by it to us for display on the Services (including, in each case, links to any third party sites or content) will not violate any law or regulation or be defamatory, misleading, obscene or breach any intellectual property rights of a third party or breach any right of or duty owed to a third party.
2. The Charity will provide written confirmation to Shamaazi of any donations (including any Gift Aid reclaimed on the same) that it permits us to reimburse to the donor. We will not permit refunds without prior written consent from the Charity, unless required by applicable local laws.
3. 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 with or without consent from the Charity, and the Charity agrees to settle that invoice within one (1) month of the invoice date.
4. The Charity will maintain the necessary authority, permit, licence, consent, approval and registration for it to fundraise (and, where applicable, for us to fundraise and/or promote the Charity on its behalf) in accordance with applicable local laws and if we need any such authority, permit, licence, consent, approval or registration to fundraise or promote the Charity on behalf of the Charity then the Charity will, at no cost to us, provide all such assistance as we reasonably require to assist us with the same.
5. The Charity will inform us immediately if, for any reason, it:
  (a) it receives a complaint from a donor which relates to the donor’s use of the Service;
  (b) ceases to carry on operating for charitable purposes;
  (c) is found to be engaged in any corrupt or immoral practices;
  (d) is subject to any investigation or inquiry which could result in the necessary authority, permit, licence, consent, approval and/or registration for it to operate as a charity in accordance with applicable local laws being suspended, revoked or withdrawn; or
  (e) ceases to have the necessary authority, permit, licence, consent, approval and/or registration for it to operate as a charity or receive charitable donations in accordance with applicable local laws or
  (f) operates in any region sanctioned by either the UK or USA governments,
  or if it becomes aware, has reason to believe or suspects that such circumstances will arise.
6. The Charity will promptly provide any information reasonably requested by us in order for us to be able to provide the Services to the Charity effectively.
7. The Charity will promptly respond in an appropriate manner to any correspondence made by donors who have donated to the Charity via the Services, including but not limited to queries regarding the status and use of a donation, tax or GiftAid, and Shamaazi shall not be responsible for facilitating such correspondence.
8. The Charity represents that, in each case where a donor is advised that his/her donation will be used for a specific purpose, appeal or outcome, the donation will only be used for that specific purpose, appeal or outcome.
9. The Charity will promptly return any donations received by it via the Services upon being notified by us that such donation was made in error or by way of fraud, or by virtue of such other reasonable circumstances as may be specified by us (and for the avoidance of doubt any fees already paid by the Charity in respect of such returned donations shall be refunded to the Charity).
10. The Charity will comply with all applicable laws and regulations in its use of the Services.
11. The Charity represents, warrants and undertakes to us that:
  (a) these Terms have been accepted and agreed to by a sufficient number of its duly authorised representatives and in accordance with its legal constitution; and
  (b) any documents provided to us as part of the Charity’s application for registration or maintenance of such registration have been or shall be executed by a sufficient number of its duly authorised representatives and in accordance with its legal constitution.
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 is either owned by us or has been licensed to us by the rights owner(s) so that we can use this material as part 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 partners a non‑exclusive, worldwide and royalty-free licence to use its name and logo and any material supplied or uploaded by the Charity in connection with the performance and promotion of the Services.
3. The licence shall terminate automatically on valid termination of the Charity's membership with the Services.
4. The Charity shall be liable for and shall 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 third party demand, claim or action alleging infringement of the third party’s intellectual property rights.
9. Fees
1. In consideration of using the Services, where relevant, the Charity shall pay any agreed fees to Shamaazi, whether the Charity is paying an upfront fee, a commission based on the donations it receives or any other form of fee or charges for services provided by Shamaazi (as may be agreed between the Charity and Shamaazi from time to time). Such fees and charges shall be payable via bank transfer to our UK bank account unless we have given express permission otherwise
2. We retain the right to suspend the Charity’s use of the Services at any time should collection of any fees not be successful for any reason or the Charity does not pay any other amount due to us under these Terms for any other reason. In this situation, the Charity will only be granted access to the Services upon receipt of any outstanding fees.
3. Fees and any other costs will be payable by the Charity within fourteen (14) days of receipt of an invoice issued by us.
4. We reserve the right to change or amend our charges at any time and in such instances, the Charity will receive notice of these changes no less than 45 days before any changes take effect. In the event the charges are increased and the Charity does not wish to continue using the Services, the Charity must serve notice to terminate its membership prior to these changes taking effect. Failure to terminate in time will result in the Charity being billed in full for the relevant fees and such charges will be non-refundable.
5. All amounts due under these Terms shall be paid by the Charity to Shamaazi in full without any set-off, counterclaim, deduction or withholding.
6. The Charity shall be responsible for the collection, remittance and payment of any or all taxes, charges, levies, assessments and other fees of any kind imposed by any governmental or other authority in respect of donations or any other income it receives by virtue of using the Services.
10. Liability
1. We do not, and nothing in these Terms shall act to, exclude or limit our or the Charity’s liability:
  (a) for death or personal injury resulting from its negligence;
  (b) fraud.
  (c) under any indemnity contained in these Terms; or
  (d) any other liability which may not by applicable law be excluded or limited.
2. We do not guarantee continuous, uninterrupted, error or virus free or secure access to our Services and operation of the Services may be interfered with by numerous factors outside of our control. On that basis, except as expressly set out in these Terms, we do not enter into conditions, warranties or other terms in relation to the Services, and they are excluded to the fullest extent permissible by law.
3. Subject to Section 10.1, in no event shall we be liable (whether for breach of contract, negligence or for any other reason) for any loss or damage which the Charity may claim to have suffered by reason of its (or any donor, fundraiser or other user) accessing and use of (or inability to access and use) the Services or any part of them, including (but not limited to):
  (a) loss of profits.
  (b) exemplary or special damages.
  (c) loss of sales.
  (d) loss of donations.
  (e) loss of gift aid.
  (f) loss of revenue.
  (g) loss of goodwill.
  (h) loss of any software or data.
  (i) loss of bargain.
  (j) loss of opportunity.
  (k) loss of use of computer equipment, software or data.
  (l) loss of or waste of management or other staff time, or for any indirect, incidental consequential or special loss, however arising.
4. We may change the format and content of the Services from time to time. In particular, the Charity should refresh its browser each time it visits our websites to ensure that the Charity downloads the most up to date version of the websites, including the latest version of these Terms.
11. Insurance
1. Each party must at all times maintain such adequate insurances as are required by local applicable laws or as are customary for the parties to an agreement of the nature of these Terms to maintain in the local market place.
12. Confidential Information
1. During the term of the Charity's membership and use of the Services and for a period of seven (7) years thereafter, the parties shall treat as strictly confidential all information about the other which has been acquired as a result of the use of the Services and which is not in the public domain. No party shall use or disclose to any third party such information belonging to the other party without that party's prior written consent, except where required to do so by applicable local law or regulatory or governmental body. This clause shall survive termination of these Terms.
13. Termination
1. Without affecting any other right or remedy available to us, we may terminate these Terms and the Charity’s membership with immediate effect by giving written notice to the Charity if the Charity:
  (a) fails to pay any amount due under these Terms (or otherwise due to us out of or in connection with the Services) on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or
  (b) commits a material breach of any other term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
  (c) ceases or threatens to cease to carry on its business; or
  (d) is subject to a change of control; or
  (e) purports to assign, transfer or otherwise dispose to a third party any of its rights or obligations under these Terms; or
  (f) commits any act or threatens to do any act the direct result of which is to damage or is likely to damage the reputation of Shamaazi,
  and in such circumstances we shall be entitled to, at our sole discretion, without further notice and with no liability to the Charity suspend or terminate the Charity's access to the Services and/or (at our discretion) suspend any payments due to the Charity under these Terms and/or serve notice to immediately terminate any Product Specific Terms to which the Charity may be subject.
2. Either Shamaazi or the Charity may terminate this Agreement for any reason by serving not less than 30 days’ notice in writing on the other and such notice shall also constitute notice to terminate any Product Specific Terms.
3. All notices from a Charity received under these Terms must include the Charity’s full name and registered charity number. Please note that cancelling a direct debit that has been set up to pay any fees due under these Terms is not sufficient to cancel a Charity’s membership.
4. To the maximum extent permitted by applicable law we, in any event, reserve the right to withdraw the Services (or any part of them) from public access at any time, at our complete discretion.
5. On the termination of these Terms and the Charity’s membership (howsoever arising) the Charity shall be required to pay Shamaazi any outstanding fees which may be due.
6. All and any of these Terms which are capable of surviving termination will continue in full force and effect following termination of these Terms.
14. Suspension of Services
1. We may, in our sole discretion, without liability to the Charity, suspend the operation of any of the Services in full or in part at any time, for example but without limitation for repair or maintenance work or in order to update or upgrade the contents or functionality of the Services from time to time.
15. Notices and Entire Agreement
1. Any notices to be served under these Terms should be made in writing and sent by registered post to the registered office address of the Charity or, in the case of notices to be sent to us by email to contact@shamaazi.com.
2. These Terms represent the entire agreement between us and the Charity and supersede and replace any other representations made orally or in writing (but this clause shall not affect the validity of any Product Specific Terms which may have been between the parties).
16. Third Party Rights
1. A person who is not a party to these Terms has no right to enforce any term of these Terms.
17. Complaint Handling Procedure
1. We will promptly respond to any complaints from donors concerning the Services.
2. We will maintain records relating to any complaints we receive.
18. Dispute Resolution
1. If a dispute arises under these Terms or concerning its subject matter, either party may at any time give written notice to the other requesting that a meeting take place to seek to resolve the dispute. The nominated senior representatives of both parties must meet (in person or via video conference call) within five business days of the notice and try to resolve the dispute in good faith. If such a meeting does not take place or if five business days after the meeting the dispute remains unresolved, either party may pursue its rights at law.
2. Subject to our rights under clause 13, despite the existence of a dispute each party must continue to perform its obligations under these Terms.
3. Clauses 18.1 and 18.2 do not restrict or limit the right of either party to obtain interim, protective or interlocutory relief, or to immediately terminate these Terms where these Terms provide such a right.
19. General
1. You shall comply with all foreign and local laws and regulations which apply to your use of our Services in whatever country you are physically located.
2. These Terms are governed by and construed in accordance with the laws of England and Wales. You agree, as we do, to submit to the exclusive jurisdiction of the English courts.
3. If you breach these Terms and we decide to take no action or neglect to do so, then we will still be entitled to take action and enforce our rights and remedies for any other breach.
4. We will not be responsible for any breach of these Terms or losses suffered by the Charity caused by circumstances beyond our reasonable control.
Additional terms for Charities in the United Kingdom
20. Gift Aid
1. We will offer all donors who are UK taxpayers the option of making donations in a manner that makes them eligible for Gift Aid reclaims by the Charity.
2. We will make available to the Charity all data necessary to process the Gift Aid of their donors where the donor has given the appropriate permissions, subject to these Terms.

Terms and Conditions for Charities

1. Term & Membership

2. The Services

3. Support and Donation Acknowledgements

4. Personal Information

5. Records and Audit Requirements

6. Site Maintenance and Miscellaneous

7. Charity’s Obligations – General

8. Intellectual Property Rights and Licence

9. Fees

10. Liability

11. Insurance

12. Confidential Information

13. Termination

14. Suspension of Services

15. Notices and Entire Agreement

16. Third Party Rights

17. Complaint Handling Procedure

18. Dispute Resolution

19. General

Additional terms for Charities in the United Kingdom

20. Gift Aid