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Charity Terms
Global Charity Donation Terms and Conditions
Effective Date: November 15, 2024
We Are Percent Limited t/a Goodstack of 7 Bell Yard, London, England, WC2A 2JR (company number 09387321) (“Goodstack,” “We,” “Us,” or “Our”) makes available Our “Causes Portal” located at https://causes.goodstack.org (including any updated or new features, functionality and technology related thereto (the “Platform”, and collectively with the other technology and services made available by Us in connection therewith, the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Global Charity Donation Terms and Conditions (as amended from time to time, these “Terms and Conditions”). By checking a box indicating Your acceptance of these Terms and Conditions or otherwise accessing the Service, You acknowledge that You have read, understood, and agree to be bound by these Terms and Conditions. For purposes of these Terms and Conditions, except in this sentence and the following sentence, “You” or “Your” means the charity that you represent and whose Profile (as defined below) you are claiming or have claimed via the Platform, and you represent and warrant that you have the authority to bind such charity. If you do not have such authority, or if you (or the charity that you represent) do not accept these Terms and Conditions, you may not access or otherwise use the Service.
We reserve the right, at our sole discretion, to change or modify portions of these Terms and Conditions at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms and Conditions were last revised. You may read a current, effective copy of these Terms and Conditions by visiting the “Charity Terms & Conditions” link located at https://goodstack.org/legal. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms and Conditions. You should periodically visit this page to review the current Terms and Conditions so you are aware of any revisions. If you do not agree to abide by these or any future Terms and Conditions, you may not access, browse, or use (or continue to access, browse, or use) the Service.
Your Privacy: At Goodstack, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://goodstack.org/legal (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.
Platform and Service Description: The Platform allows charities to claim their Profiles and manage and update the information and content regarding such charities. By claiming Your Profile, you can ensure You are accurately represented to users of the Service. The Service enables its users to view information about, and donate to, charities via a checkout process embedded on Organisation websites or directly through the Platform. The Service also enables You to gain access to new donors and insights and to grow Your brand by integrating with major Organisations through their digital interfaces.
Additional Terms: In addition, when using certain features through the Service, You will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time, such as the Donation Delivery Policy. All such terms are hereby incorporated by reference into these Terms and Conditions.
Glossary of defined terms
For the purposes of these Terms and Conditions
"Australian Consumer Law" means Schedule 2 of the Competition and Consumer Act 2010 (Cth);
“Bank Account” and “Bank Details” means the details of Your bank account provided to Us by You;
“Data Protection Legislation” means:
If You are a UK or International based charity, any applicable legislation protecting the personal data of natural persons, including: (i) the Data Protection Act 2018 (ii) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) and (iii) any successor legislation to the GDPR or the Data Protection Act 2018, together with binding guidance and codes of practice issued from time to time by relevant supervisory authorities. The terms “data”, “personal data”, “controller”, “processor”, “data subject” and “process” or “processing” have the same meanings as used in the Data Protection Legislation;
If You are an Australian based charity, any applicable legislation protecting the personal data of natural persons, including: (i) Australian Privacy Act 1988 (Cth), Spam Act 2003 (Cth) and the Do Not Call Register Act 2003 (Cth); and (ii) any successor legislation to the Australian Privacy Act 1988 (Cth), together with binding guidance and codes of practice issued from time to time by relevant supervisory authorities; and
If You are a United States based charity, any applicable legislation protecting the personal data of natural persons, including state, federal, and municipal laws, together with binding guidance and regulations issued from time to time by relevant supervisory authorities.
“Donor” is a user of the Service that makes a Donation to the Foundation on a Donor Advised Basis;
“Donor Advised Basis” means that the Donor will advise the Foundation of the charity that Donor recommends receives the Donation. The Donation is an outright donation to the Foundation and the application of the Donation for charitable purposes is at the sole discretion of the Foundation. However, subject to the completion of satisfactory due diligence, the Foundation will seek where possible to make grants in accordance with the recommendations of Donors;
“Donation” is a donation made by a Donor to the Foundation using the Service to be held and applied by the Foundation on a Donor Advised Basis;
“Eligible Entity” is a charity that is not a Registered Charity that the requirements set out in Schedule 2 to these Terms and Conditions;
“Foundation” means, as of the date of these Terms and Conditions:
If You are a UK or International based charity, the Intelligent Foundation (a charitable incorporated organisation that is registered with the Charity Commission for England and Wales under number 1192508) or such other charitable entity registered with the Charity Commission for England and Wales selected by Us that receives Donations on a Donor Advised Basis via the Service;
If You are an Australian based charity, The Trustee for Intelligent Foundation (a public ancillary fund that is registered with the Australian Charities and Not-for-profits Commission with Australian Business Number 48156978613) or such other charitable entity selected by Us; and
If You are a United States based charity, Percent Impact Foundation, a nonprofit Delaware corporation qualifying for United States Federal tax exemption under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “U.S. Code”) with Federal Tax ID: 87-3165286 or such other charitable entity registered with the Internal Revenue Service selected by Us.
“International” means any country outside of the United States, UK and Australia.
“Organisations” are third party business organisations that may encourage their various stakeholders, including their staff and customers, to make donations of time and money to charities and other good causes, and to facilitate matched giving donations by the organisations themselves, by providing them access to the Service;
“Personal Data” has the meaning ascribed to such term, or equivalent thereof, in the applicable Data Protection legislation; and
“Profile” means Your charity’s profile on the Platform.
“Registered Charity” means a (i) UK Charity established under the law of England and Wales, or Scotland or Northern Ireland, as applicable, and registered with the Charity Commission for England and Wales, the Office of the Scottish Charity Regulator or the Charity Commission for Northern Ireland or are recognized as a charity by HM Revenue and Customs; (ii) Australian Charity established under the laws of the Commonwealth of Australia or its states or territories as applicable and registered with the Australian Charities and Non-for-profits Commission; or (iii) US Charity recognized by the Internal Revenue Service as exempt from Federal income tax under Section 501(c)(3) of the Code and classified as a public charity under Section 509(a)(1) or 509(a)(2) of the Code on the Internal Revenue Service’s Exempt Organizations Business Master File Extract. You must promptly notify Us of any changes to your status as a Registered Charity.
Use of Service
Acceptance of Your registration to use the Platform and/or be featured on the Service is at Our sole discretion.
If you are not a Registered Charity, you must meet the requirements to qualify as an Eligible Entity in order to use the Platform and be featured on the Service. This will be assessed by Us once You have completed an eligibility application.
If Your registration to use the Platform is accepted, We will provide You with access to the Platform unless and until it is suspended or terminated in accordance with these Terms and Conditions.
If We accept Your registration to use the Service, You must set up a user ID and password. You will be responsible for the proper use of Your user ID and password and taking all necessary steps to keep these confidential and secure, to use them properly and not to make these available to unauthorised people.
You must complete Your Profile and provide Your Bank Details, and be accepted by Us, in order to access and use the Service. The Bank Account must be in Your name. You must provide any documentation that we request to enable Us to verify Your Bank Details. You must keep Your Profile regularly updated and inform Us straight away if Your Bank Details change.
You warrant and represent that the information in Your Profile and Your Bank Details are true and accurate and must not be misleading. It must accurately reflect Your charitable purposes. It must not contain any inappropriate content. We reserve Our absolute right to remove Your Profile from the Service in the event that We, in our sole discretion, determine any content provided by You is inappropriate or inaccurate or misleading.
If you are a United States based charity, You bear responsibility for complying with all laws, rules and regulations applicable to your status as a charity exempt from Federal income tax under Section 501(c)(3) of the Code. You understand that you may have obligations to register under US state or local laws regarding charitable solicitations; that We have no obligation to assist with any such registration and no liability for your failure to register properly. You agree to bear all costs associated with your compliance with such requirements. You agree that, for purposes of state charitable solicitation laws or regulations, nothing in these Terms and Conditions is intended to cause Us in any way to act as a professional fundraiser or fundraising counsel on your behalf.
We may seek further information from You, and relevant third parties, to verify and audit the accuracy of the information provided by You. We may also ask You to provide further information as part of our due diligence procedures. If you fail to provide such information, We retain absolute discretion to reject Your registration or remove Your Profile from the Service.
You will only use monies received from the Foundation for purposes that are charitable under (i) if You are an Australian based charity, the laws of the Commonwealth of Australia and its states and territories; (ii) if You are a United States based charity, the laws of the United States including. but not limited to, Section 501(c)(3) of the Code, and (iii) if You are a UK or International based charity, the laws of England and Wales, and in particular those purposes set out in Your Profile (collectively, “Charitable Purposes”). Depending on the level of the Donations, You may be required to provide a confirmatory letter to the Foundation or to enter into a grant agreement with the Foundation.
We retain absolute discretion to remove Your Profile from the Service if as a result of our due diligence procedures, We consider that it is inappropriate for You to remain on the Service. The reasons for this include, but are not limited to, that You do not meet the requirements to qualify as an Eligible Entity, if applicable, or that You are not up-to-date with Your filing requirements with the relevant charity regulator or that You are subject to regulatory action by such regulator.
If a Donor’s recommendation in relation to their Donation relates to You and You are no longer on the Service or have not been accepted by Us, the Donation shall be dealt with in accordance with the Undeliverable Donations Policy, which can be found here.
The Service
We make Your Profile available on the Service to third parties to enable Donors to identify the charity that they would wish to support. This will include Your Profile appearing on websites, services and platforms of Organisations that enable access to the Service so that their customers and/or employees can make Donations.
We will not charge You any fees for using the Service. In some cases the Foundation may be charged a fee for applying Donations, in which case the Donors will be made aware of this.
Grants made by the Foundation to charities listed on the Service will be disbursed by the Foundation. Further details are set out in the payment procedures located on Our website.
Donors make donations to the Foundation and not to You or other charities. As a result, any donations You receive pursuant to these Terms and Conditions are made by the Foundation, not by Donors. The Foundation retains exclusive legal control over all donations received by it from Donors and the Foundation exercises its discretion in making grants, if any, to You.
Continuity of Service
You acknowledge We are granting access to use the Service to certain Organisations and users to allow them to make Donations. However, We are not providing any sort of fundraising advice or services to You and do not guarantee You will receive any Donations.
Subject to applicable law, including but not limited any consumer guarantees applicable to Your use of the Service (including under the Australian Consumer Law if you are an Australian based charity), You agree that the Service is provided on an “as is” and “as available” basis and that Your use of the Service is at Your sole risk. We will make reasonable efforts to ensure that the Service is provided in a professional and timely manner and that the Service is available continuously, but We reserve the right to modify, suspend or discontinue all or any part of the Service (including the Platform) at any time with or without notice.
We do not guarantee continuous uninterrupted or secure access to the Service. We may without any liability to You suspend the use and operation of the Service or any portion thereof at any time, for example for systems maintenance or upgrades. The use and operation of the Service may also be interrupted by factors that are outside our control. Except as expressly set out in these Terms and Conditions and, if you are an Australian based charity, under any applicable consumer guarantees under the Australian Consumer Law, We do not provide any representations or warranties in relation to the Service and to the extent permitted by law exclude all representations, warranties and conditions implied by law.
Data Protection
Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
If You are an Australian based charity, You acknowledge that we collect and process the information set out in Schedule 1 and You warrant that You will obtain all necessary and appropriate consents and provide all notices required by applicable Data Protection Legislation in place to enable the lawful transfer of the Personal Data to Us for the duration and purposes of these Terms and Conditions.
If You are a non-Australian based charity:
Schedule 1 sets out the scope, nature and purpose of processing of Your Personal Data by Us, the duration of the processing and the types of Personal Data and categories of Data Subject.
Without prejudice to the generality of clause 1, You will ensure that all necessary and appropriate consents and notices are in place to enable the lawful transfer of the Personal Data to Us for the duration and purposes of these Terms and Conditions.
Without prejudice to the generality of clause 5.1, We shall, in relation to any Personal Data processed in connection with the performance by Us of Our obligations under these Terms and Conditions:
process that Personal Data only on Your documented written instructions which are set out in Schedule 1 unless We are required by applicable law to otherwise process that Personal Data. Where We are relying on applicable law as the basis for processing Personal Data, We shall promptly notify You of this before performing the processing required by applicable law unless the applicable law prohibits Us from so notifying You;
ensure that We have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
not transfer any Personal Data outside of the UK unless Your prior written consent has been obtained and the following conditions are fulfilled:
either You or Us have provided appropriate safeguards in relation to the transfer;
the data subject has enforceable rights and effective legal remedies;
We comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
We comply with reasonable instructions notified to Us in advance by You with respect to the processing of the Personal Data;
assist You, at Your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
notify You without undue delay on becoming aware of a Personal Data Breach;
at Your written direction, delete or return Personal Data and copies thereof to You on termination of these Terms and Conditions unless required by applicable law to store the Personal Data; and
maintain complete and accurate records and information to demonstrate its compliance with this clause 5.
When Donors use the Service and make a Donation that they advise they would like to be received by You, We will ask them if they agree to be contacted by You. If they agree We will provide You with contact details of the Donor in Your account report and You agree that You will not use any Donor personal information (“Donor Data”) We give You for any purpose other than in accordance with Our Privacy Policy and in no event for the purpose of direct marketing or sending a commercial electronic message unless you have directly received the express consent of the Donor to do so and comply with at all times the applicable Data Protection Legislation. Where We transfer Donor Data to You in accordance with the Donor’s direct consent, both You and Us are Controllers in our own right. Where we transfer Donor Data to You in accordance with the Donor’s consent that has been obtained by an Organisation, we are a Processor of the Donor Data and you are a “Third Party” as that term is defined in the Data Protection Legislation. Regardless of whether you are a Controller or Third Party with respect to the Donor Data, you agree that the provisions set forth in this Section 5 and Schedule 3 apply to Our transfer of Donor Data to You and your processing of the Donor Data.
We will ensure that we have in place all necessary notices and/or consents to enable the lawful transfer of personal data to You.
The parties agree to comply with their respective obligations under the Data Protection Legislation.
If a Donor subsequently asks for their details to be updated or removed from the Service and our records (“Donor Request”) We will update or delete their Personal Data in accordance with the Donor Request and You shall do the same on receipt of our notification to You or if You receive a Donor Request directly. You agree to (i) comply promptly with any Donor Request and (ii) regularly update Your own records and only to use the records applicable to You in respect of any Donor Data captured using the Service to ensure that You do not contact Donors who have withdrawn their consent to be contacted by You.
Intellectual Property Rights
Intellectual Property Rights means patents, trademarks, service marks, rights (whether registered or unregistered) in any designs, trade or business names and copyright (including rights in computer software), database rights, and topography rights, know-how, lists of suppliers and customers and other confidential and proprietary knowledge and information, rights protecting goodwill and reputation, applications for any of the foregoing and all rights or forms of protection of a similar nature or having equivalent effect anywhere in the world.
You hereby grant Us a non-exclusive, royalty free and world-wide license to use and display Your name and logo, and the content of Your Profile on the Service and to sub-license the same to the Organisations and their and Our service providers to enable Us and the Organisations to provide the Service. In addition, you hereby grant Us a non-exclusive, royalty free, and world-wide license to use and display Your name and logo to identify You as an Eligible Entity in our marketing materials, including but not limited to, marketing emails and content on Our website. You warrant You are the owner of the Intellectual Property Rights in the name and logo and the content uploaded to Your Profile, that they do not infringe any third-party Intellectual Property Rights and that You are entitled to grant the license in this clause to Us. This license will terminate in the event these Terms and Conditions terminate. You may inform Us if you do not want any Organisation to use Your name and logo and We will discuss this matter with You.
Any Intellectual Property Rights in Your name, logo and the content of Your Profile remain vested in You and all goodwill generated as a result of Our use of Your name and logo shall vest in You.
Our name and logo and all content of the Service and all Intellectual Property Rights therein are owned by Us or licensed to Us and are protected by applicable Intellectual Property Rights and laws. The Service itself and any Intellectual Property Rights therein (including without limitation in the website design, any related wireframes, source code or databases) remain vested in Us and all goodwill generated as a result of Your use of Our name and logo shall vest in Us. You may not disassemble, decompile, reverse translate or in any other manner decode the Service or any portion thereof, except as permitted by applicable law.
Representations and Warranties
You represent and warrant to Us and to the Foundation that:
If you are not a Registered Charity, You meet the requirements to qualify as an Eligible Entity;
If You are a UK based charity, You are a charity established under the law of England and Wales, or Scotland or Northern Ireland, as applicable;
If You are a UK based charity, You are registered with the Charity Commission for England and Wales, the Office of the Scottish Charity Regulator or the Charity Commission for Northern Ireland or are recognized as a charity by HM Revenue and Customs;
If You are an Australian based charity, You are a charity established under the laws of the Commonwealth of Australia or its states or territories as applicable;
If You are an Australian based charity, You are registered with the Australian Charities and Non-for-profits Commission;
If You are a United States based charity, (i) You are recognized by the Internal Revenue Service as exempt from Federal income tax under Section 501(c)(3) of the Code and classified as a public charity under Section 509(a)(1) or 509(a)(2) of the Code on the Internal Revenue Service’s Exempt Organizations Business Master File Extract; (ii) You are solely responsible for maintaining Your exempt status and classification as a public charity at all times during the term of these Terms and Conditions and you will promptly notify Us of any changes to your exempt status and classification as a public charity; (iii) You will at all times use the Platform and Service in compliance with all applicable laws, rules and regulations, including any requirements governing charitable status and solicitation of charitable donations; You will apply monies received from the Foundation as a result of Donations made through the Service to further Your charitable purposes in accordance with all applicable laws;
You will apply any monies received from the Foundation only for Charitable Purposes;
You have the requisite power and authority to enter into these Terms and Conditions and to carry out and perform Your obligations under these Terms and Conditions;
Compliance with these Terms and Conditions does not and will not conflict with, or constitute a default under any contract, agreement, instrument, order, statute, rule or regulation applicable to You.
Monitoring and audit
You shall maintain records of receipts of funds received from the Foundation via the Service and the expenditure of those funds for at least 7 years.
You shall promptly respond to any request from Us or from the Foundation for information about the application of funds received from the Foundation via the Service. We or the Foundation will make such a request (a) where You have received substantial amounts from the Foundation via the Service; (b) if We or the Foundation have concerns that You may not have applied funds received for Charitable Purposes or (c) as part of Our or the Foundation’s overall monitoring and audit policies and procedures to ensure that Donations are only applied for Charitable Purposes.
Repayment
You shall promptly repay to the Foundation any money incorrectly paid to You either as a result of an administrative error or otherwise. This includes (without limitation) situations where either an incorrect sum of money has been paid to You or where monies have been paid to You in error.
The Foundation may at its discretion withhold or suspend the making of any grants to you and/or require repayment of any grants made to You if:
You use the grant for purposes that are not Charitable Purposes;
You provide Us or the Foundation with any materially misleading or inaccurate information;
You cease to operate for any reason, or You pass a resolution (or any court of competent jurisdiction makes an order) that You be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation); or
You breach any of the representations and warranties as set out in clause 7.
Termination
The Foundation may terminate these Terms and Conditions immediately without cause and without the need to compensate the other party, at any time, with written notice to You (including by email). Upon receipt of notice, You will have no right to use the Service and Your Profile shall be removed from the Service.
You may terminate these Terms and Conditions without cause and without the need to compensate the Foundation, at any time, by giving 28 days written notice (including by email) to the Foundation. At the end of this period, You will have no right to use the Service and Your Profile shall be removed from the Service.
To the extent permitted by applicable laws, either party may terminate the provision or use of the Service (as the case may be) with immediate effect by written notice (including by email) to the other party if the other party (i) is unable to pay its debts as they fall due, (ii) passes a resolution for winding up (other than for the purposes of a solvent amalgamation or reconstruction) or if a court of competent jurisdiction makes an order to that effect, (iii) enters into a composition or scheme of arrangement with its creditors or if a receiver, manager, administrator or administrative receiver is appointed over any of its assets, (iv) ceases or threatens to cease to do business; or (v) an analogous event occurs to the other party in any jurisdiction.
Either party may terminate the provision or use of the Service (as the case may be) with immediate effect by written notice (including by email) to the other party if the other party does or suffers to be done anything that is likely to bring that party’s name or reputation into disrepute.
We may terminate the provision of the Service to You with immediate effect by written notice (including by email) to You if (i) You fail materially to comply with Your obligations under these Terms and Conditions or (ii) You provide any materially misleading or inaccurate information.
Termination of these Terms and Conditions for any reason shall not affect any rights, remedies or obligations of the Parties that have accrued or become due prior to termination.
The provisions of clauses 5, 7, 8, 9, 11 and 12 shall continue in full force and effect after termination or expiry of these Terms and Conditions.
Liability
NOTHING IN THESE TERMS AND CONDITIONS SHALL SEEK TO EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY TO THE EXTENT SUCH LIMITATION OR EXCLUSION IS NOT PERMITTED BY APPLICABLE LAW:
FOR DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF A PARTY OR ITS DIRECTORS, EMPLOYEES, AGENTS OR SUBCONTRACTORS;
FOR ANY FRAUD OR FRAUDULENT MISREPRESENTATION OR, IF YOU ARE AN AUSTRALIAN BASED CHARITY, UNDER THE AUSTRALIAN CONSUMER LAW;
TO THE EXTENT SUCH LIMITATION OR EXCLUSION IS NOT PERMITTED BY LAW.
SUBJECT TO CLAUSE 11.1, OUR LIABILITY TO YOU FOR ANY AND ALL LOSS, INJURY OR DAMAGE SUFFERED IN CONNECTION WITH THESE TERMS AND CONDITIONS SHALL TO THE EXTENT PERMITTED BY APPLICABLE LAW:
FOR EACH EVENT OR SERIES OF CONNECTED EVENTS, BE LIMITED TO THE SUM OF £50.
WE SHALL NOT BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING FOR NEGLIGENCE AND BREACH OF STATUTORY DUTY HOWSOEVER ARISING), MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE, FOR:
ANY LOSS (WHETHER DIRECT OR INDIRECT) OF DONATIONS OR GIFT AID, PROFITS, BUSINESS, BUSINESS OPPORTUNITIES, REVENUE, TURNOVER, REPUTATION OR GOODWILL;
ANY LOSS (WHETHER DIRECT OR INDIRECT) OF ANTICIPATED SAVINGS OR WASTED EXPENDITURE (INCLUDING MANAGEMENT TIME);
ANY LOSS OR LIABILITY (WHETHER DIRECT OR INDIRECT) UNDER OR IN RELATION TO ANY OTHER CONTRACT; OR
ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.
Rights of the Foundation
The Foundation shall have the right to enforce the terms of clauses 7, 8 and 9 of these Terms and Conditions, and is hereby deemed an intended third-party beneficiary of these Terms and Conditions.
General
“Force Majeure” means any event beyond the reasonable control of either of the Parties including but not limited to: any Act of God, act or threat of terrorism, war or government action or restriction; any strike, lock-out, industrial action; any fire, flood, drought, tempest, epidemic or pandemic or any failure of any utility or computerised telephonic or on-line systems operated by any third party.
If We are affected by Force Majeure We will seek to notify You by email of the nature and extent of the circumstances in question and shall use reasonable endeavours to find alternative ways to continue to fulfill Our obligations under these Terms and Conditions.
Notwithstanding any other provision of these Terms and Conditions We shall not be deemed to be in breach of these Terms and Conditions or otherwise liable to the other for any delay in the performance or non-performance of any of Our obligations under these Terms and Conditions to the extent that the delay or non-performance is due to any Force Majeure and the time for performance of that obligation shall be extended accordingly.
If the relevant Force Majeure prevails for a continuous or aggregate period in excess of fourteen (14) days after the date on which the Force Majeure begins, We may elect to terminate these Terms and Conditions.
No failure or delay by either Party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same or of some other power, right or remedy.
If any provision of these Terms and Conditions shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law then such provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable and the enforceability of the remainder of these Terms and Conditions shall not be affected.
These Terms and Conditions and the documents referred to in it including Your Profile, contains the entire agreement between Us relating to the Service being provided by Us. We each acknowledge that, in entering into these Terms and Conditions, neither of Us has relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Terms and Conditions or, if you an Australian based charity, under the Australian Consumer Law. Nothing in this clause shall exclude or limit any liability for fraud.
You may not assign or purport to assign the benefit of any of its rights under these Terms and Conditions without our prior written consent. We may assign these Terms and Conditions in our discretion, including to any successor that purchases all or substantially all of Our business or assets to which these Terms and Conditions relate.
Subject to clause 12, which confers the right on the Foundation to enforce specified provisions of these Terms and Conditions, nothing in these Terms and Conditions shall confer on any third party the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.
If You are an Australian based charity:
These Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of New South Wales, Australia.
Each Party irrevocably agrees that the courts of New South Wales, Australia shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with these Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).
If You are based in the United States:
These Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware without regards to the principles of conflicts of law.
Unless otherwise elected by US in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Delaware for the purpose of resolving any dispute or claim arising out of or in connection with these Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).
If You are not based in Australia or the United States:
These Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with these Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).
Notices
We may give notice to You under these Terms and Conditions by email to the email address included in Your Profile and such notice will be effective when sent. If you fail to provide or update valid contact information in Your Profile You waive your right to receive notice under these Terms and Conditions during the period of such failure.
You may give notice to Us under these Terms and Conditions by email: hello@goodstack.org. Such notice will be effective when sent.
Schedule 1 – Processing of Your Personal Data
Scope, nature & purpose of processing – the provision of the Service by Goodstack for You.
Duration of the processing – term of the Terms and Conditions and as otherwise permitted or required under the Data Protection Legislation.
Types of personal data:
Identity data: names of your employees or representatives.
Contact data: Your representative’s email addresses, your representative’s telephone number(s)
Profile & technical data: data linked to each user's use of the Service Marketing & communications data: including any marketing and communication preferences.
Charity Platform account information: information about your Platform account, including log-in details, details of these Terms and Conditions, communications through the Platform.
Transaction & payment information: bank account details which you provide to Us in order to receive Donations; information about payments which we make to you.
Categories of data subject: Your employees and authorised representatives.
Schedule 2 – Requirements for an organisation to qualify as an “Eligible Entity”
1. All of the purposes of the organisation must fall within the following headings. The organisation cannot exist for a mixture of charitable and non-charitable purposes.
(a) The prevention or relief of poverty;
(b) The advancement of education;
(c) The advancement of religion;
(d) The advancement of health or the saving of lives;
(e) The advancement of citizenship or community development;
(f) The advancement of the arts, culture, heritage or science;
(f) The advancement of amateur sport;
(g) The advancement of human rights (in accordance with the guidance RR12 published by the Charity Commission for England Wales (the “Charity Commission”), conflict resolution or reconciliation or the promotion of religious or racial harmony or equality and diversity;
(h) The advancement of environmental protection or improvement;
(i) The relief of those in need because of youth, age, ill-health, disability, financial hardship or other disadvantage;
(j) The advancement of animal welfare;
(k) Any other charitable purpose that is similar to the one above and which has been recognised as charitable by the English Courts or by the Charity Commission.
AND
2. The purpose(s) must be for the public benefit as that term is understood under the law relating to charities in England and Wales. This means that:
(a) The purpose must be beneficial.
(b) Any detriment or harm that results from the purpose must not outweigh the benefit.
(c) The purpose must benefit the public in general or a significant section of the public; and
(d) The purpose must not give rise to more than incidental private benefit.
For further information, see the Charity Commission’s Guidance on Public Benefit: Public benefit: the public benefit requirement – GOV.UK (www.gov.uk).
AND
3. The organisation must have accepted the terms of use for non-UK charities using the Service.
AND
4. The organisation must have registered as a charity where registration is possible in the applicable jurisdiction.
AND
5. The organisation must not exist for a political purpose, i.e., any purpose directed at furthering the interests of any political party, or securing or opposing a change in the law, policy or decisions. It can campaign in furtherance of its charitable purposes in line with the Guidance published by the Charity Commission in CC9 (Campaigning and political activity guidance for charities – GOV.UK (www.gov.uk).
AND
6. The organisation cannot operate in any sanctioned countries and regions listed in any sanctions-related list maintained by any of the following: the Government of Canada, the UK Government, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, or any European Union member state.
Schedule 3 – Your Processing of Donor Data
Definitions
“EU SCCs” means the Standard Contractual Clauses issued pursuant to Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, available at http://data.europa.eu/eli/dec_impl/2021/914/oj and completed as described in this Schedule 3.
“UK SCCs” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, available as of the DPA Effective Date at https://ico.org.uk/for-organisations/guide-to-data-protection/guide-to-the-general-data-protection-regulation-gdpr/international-data-transfer-agreement-and-guidance/ and completed as described in this Schedule 3 (International Data Transfers).
With respect to Donor Data transferred from the European Economic Area, the EU SCCs will apply and form part of these Terms and Conditions, unless the European Commission issues updates to the EU SCCs, in which case the updated EU SCCs will control. Undefined capitalized terms used in this provision will have the meanings given to them (or their functional equivalents) in the definitions in the EU SCCs. For purposes of the EU SCCs, they will be deemed completed as follows:
Because You and We are both Controllers, Module 1 applies.
Clause 7 (the optional docking clause) is not included.
Under Clause 11 (Redress), the optional requirement that data subjects be permitted to lodge a complaint with an independent dispute resolution body is inapplicable.
Under Clause 17 (Governing law), the Parties select Option 1 (the law of an EU Member State that allows for third-party beneficiary rights). The Parties select the law of Ireland.
Under Clause 18 (Choice of forum and jurisdiction), the Parties select the courts of Ireland.
Annexes I and II of the EU SCCs are set forth in Exhibit A to this Schedule 3.
By entering into this DPA, the Parties are deemed to be signing the EU SCCs.
With respect to Personal Data transferred from the United Kingdom for which the law of the United Kingdom (and not the law in any European Economic Area jurisdiction) governs the international nature of the transfer, the UK SCCs form part of this Schedule 3 and take precedence over the rest of this Schedule 3 as set forth in the UK SCCs, unless the United Kingdom issues updates to the UK SCCs, in which case the updated UK SCCs will control. Undefined capitalized terms used in this provision will have the meanings given to them (or their functional equivalents) in the definitions in the UK SCCs. For purposes of the UK SCCs, they will be deemed completed as follows:
Table 1 of the UK SCCs:
The Parties’ details are the Parties and their affiliates to the extent any of them is involved in such transfer, including those set forth in Exhibit A.
The Key Contacts are the contacts set forth in Exhibit A.
Table 2 of the UK SCCs: The Approved EU SCCs referenced in Table 2 are the EU SCCs as executed by the Parties pursuant to this Schedule 3.
Table 3 of the UK SCCs: Annex 1A, 1B, and II are set forth in Exhibit A.
Table 4 of the UK SCCs: Either party may terminate these Terms and Conditions as set forth in Section 19 of the UK SCCs.
By entering into this Schedule 3, the Parties are deemed to be signing the UK SCCs and their applicable Tables and Appendix Information.
With respect to Personal Data transferred from Switzerland for which Swiss law (and not the law in any European Economic Area jurisdiction) governs the international nature of the transfer, the EU SCCs will apply and will be deemed to have the following differences to the extent required by the Swiss Federal Act on Data Protection (“FADP”):
References to the GDPR in the EU SCCs are to be understood as references to the FADP insofar as the data transfers are subject exclusively to the FADP and not to the GDPR.
The term “member state” in the EU SCCs will not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of the EU SCCs.
References to Personal Data in the EU SCCs also refer to data about identifiable legal entities until the entry into force of revisions to the FADP that eliminate this broader scope.
Under Annex I(C) of the EU SCCs (Competent supervisory authority): where the transfer is subject exclusively to the FADP and not the GDPR, the supervisory authority is the Swiss Federal Data Protection and Information Commissioner, and where the transfer is subject to both the FADP and the GDPR, the supervisory authority is the Swiss Federal Data Protection and Information Commissioner insofar as the transfer is governed by the FADP, and the supervisory authority is as set forth in the EU SCCs insofar as the transfer is governed by the GDPR.
Exhibit A
Annexes to EU SCCs
ANNEX I
LIST OF PARTIES
Data exporter(s):
Name: We Are Percent Limited t/a Goodstack
Address: 7 Bell Yard, London, England, WC2A 2JR
Contact person’s name, position and contact details: Tom Shields, Information Security
Officer, dpo@goodstack.io
Activities relevant to the data transferred under these Clauses: Providing the Service set forth in the Terms and Conditions.
Role (controller/processor): Controller
Data importer:
Name: As specified in the Terms and Conditions
Address: As specified in the Terms and Conditions.
Activities relevant to the data transferred under these Clauses: Receipt of Service set forth in the Terms and Conditions.
Role (controller/processor): Controller
DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
The personal data transferred concern the following categories of data subjects or consumers:
Donors
Categories of personal data transferred
The categories of personal data may include, but are not limited to, the following:
Such personal data that We request from or allow our Donors to provide through the Service, which may include, but is not limited to, name, email address, and mailing address.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
N/A
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
Continuously, for the duration of the Terms and Conditions.
Nature of the processing
We will process the Personal Data as necessary to provide the Service pursuant to the Terms and Conditions, and You will process the Personal Data as necessary to receive the Service.
Purpose(s) of the data transfer and further processing
For Us to provide the Service to You pursuant to the Terms and Conditions and for You to receive the Service.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
Personal Data will be retained for the length of time necessary to provide and benefit from the Service under these Terms and Conditions, or as otherwise required by applicable law.
COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13.
The parties will follow the rules for identifying such authority under Clause 13 and, to the extent legally permissible, select the Irish Data Protection Commission.
ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
1. General Security Measures
You will comply with industry-standard security measures (including with respect to personnel, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, and incident response measures necessary to protect against unauthorized or accidental access, loss, alteration, disclosure or destruction of personal data), as well as with all applicable data privacy and security laws, regulations and standards.
2. Information Security Program
You shall establish, implement, and maintain an information security program that includes technical and organisational security and physical measures as well as policies and procedures to protect Donor Data against accidental loss; destruction or alteration; unauthorized disclosure or access; or unlawful destruction.
3. Human Resources Security
You shall maintain a policy that defines requirements around enforcing security measures as they relate to employment status changes. This includes performing background checks, acknowledging and complying with Your security policies, and utilizing onboarding and termination checklists for employees and third parties.
4. Data Classification & Protection
You shall maintain policies and procedures for data classification and protection, along with requirements for the classification of data containing personal data in consideration of applicable laws, regulations, and contractual obligations. You shall also maintain requirements on data encryption and rules for transmission of data along with requirements on how access to these data should be governed.
5. Physical and Environmental Security
You shall maintain policies and procedures for physical and environmental security and ensure that critical information services be protected from interception, interference, or damage.
6. Access Control
You shall maintain access control measures designed to limit access to Your facilities, applications, systems, network devices, and operating systems to a limited number of personnel who have a business need for such access. You shall ensure such access is removed when no longer required and shall conduct access reviews periodically.