FUNDRAISING SERVICE AGREEMENT (FSA)

The Fundraising Agency (a business owned by Galleon Commerce Limited - a company incorporated in Hong Kong and registered address at Unit 2A, 17/F, Glenealy Tower. No.1 Glenealy, Central, Hong Kong SAR) (“Service Provider”) has an exclusive license in the Hong Kong area to provide and run for you Givergy’s award winning technology services. 

Your Fundraising Service Agreement (“FSA”) sets out the terms across all our services. If you are not using a particular service, you can ignore its terms, unless you start using them at a later date. This FSA will be retained on your account and you agree any signed off quotes will include these terms.

Quotes will be issued for each service requested and will be agreed using digital signatures at that time.

AGREEMENT OF TERMS

IN WITNESS WHEREOF, the Parties hereto have executed this FSA as of                       .

- Client *

- The Fundraising Agency (TFA) *

* Check your quotation for specific details, including names, signatories, date and term of the agreement, start and end date of your Givergy Unlimited license and other services provided by TFA. 

Please note that when accepting the proposal shared with you, this agreement is considered as read and agreed upon. There is no refund for our services except for specific circumstances defined within this agreement. All sales are final. 

If you require a signed version of this agreement and for all other kinds of enquiries please contact [email protected].

Givergy Unlimited

Our Unlimited package, the parties agree as follows:

• Service Provider providing Givergy Unlimited, an award winning support service, which includes per campaign, online support through shared email, Live Chat, and use of the Givergy community;
• One nominated Client bank account for the safe and timely deposit of funds (see Payment Services below);
• Three logins for the Campaign Management System (CMS);
• Exclusive use by you, the contracted Client and your employees only. Third-party usage is strictly prohibited;
• Access to the platform is available for the contract term. All active campaigns must be concluded by time contract comes to an end;
• Automatic SMS and email notifications (e.g. outbid notifications, payment notifications) sent through the Givergy platform will follow standard templates. Notifications can be customised through the Campaign Management System (CMS);
• While there has been no fundraising and within the first 30 days of accessing the platform, you can get a full refund at any time; as soon as you start fundraising or after 30 days, the Client acknowledges that there will be no refund;
• Your contract automatically renews at the end of each term for same number of years as in the initial Agreement Term. You will be sent a reminder 6 weeks prior to each term ending. You can cancel your contract at any time by giving at least 30 days’ notice;
• Service Provider also offers the above package for one off campaigns. This will be indicated on your quote showing the number of campaigns included if not utilising Unlimited.

Additional Services (if required):

• The Client can upgrade to full live event support if not already included in their package, with costs based on exact requirements;
• Any additional services (‘Add Ons’) requested and agreed in writing during the period of this agreement are bound by the same terms, with any payment due upon receipt of invoice.

HK$0 Access to the Givergy Platform

The Fundraising Agency offers risk free $0 access to Givergy's Award Winning Fundraising Platform. The below terms in this section only applies if using HK$0 Access to the Givergy Platform.  

• Donor Tip Model: Your campaign will initially be set up with our Donor Tip Model, meaning there is no platform fee for using Givergy. Learn more about the donor tip model: Click here.
• The Donor Tip feature is entirely optional, and donors may choose whether or not to include a tip with their donation. The platform ensures full transparency regarding tips during the donation process. The Client bears no liability if a donor removes or declines to pay a tip at checkout.
• Platform Fee Option: After logging into your campaign, you'll have the option to switch to a 4% platform fee instead of using the Donor Tip Model, if preferred. Under this model:
• • A 4% platform fee will apply to funds raised through auctions, ticketing, donations, and prize draws.
  • A 7% platform fee will apply to funds raised through 50:50 draws.
• Additional Fees: Payment Processing Fees and Ticketing Fees, as detailed below, will also apply.
• Processing All Monies Through Givergy: When using HK$0 Access to the Givergy Platform (Donor Tip or Platform Fee), Client agrees that all monies must be processed through Givergy. If funds are marked as paid outside of the Givergy system, an invoice will be raised for the applicable Platform Fee. This condition applies even when using the Donor Tip Model. You will be charged a commission of 4% on any funds raised through the Givergy platform. 
• When Platform Fee option is picked, 5 best-selling Givergy items will be included in your first campaign, these are 0 risk as you will be paid the profit after the supply costs only if they sell and this is automatically managed by the platform. If you are not planning to organise auction or give away prizes during your campaign, thus not being able to include 5 best-selling Givergy items into your first campaign, then the commission rate will be updated as 6%. 

Payment and Ticketing Services

If using Payment Services, then the parties agree as follows:

• Givergy uses Stripe Inc (“Stripe”) to process user payments. The Client shall create a Stripe account which shall include Client’s bank account details and this must be verified before your first event;
• Stripe holds all monies for the Client in a separate account solely used for the benefit of the Client;
• Client agrees that Service Provider will retain from the Client’s Stripe account a fee of 3.95% for all cards except for Amex where it will retain 4.5% of total revenue processed through the payment platform, to cover all Service Provider’s admin, processing and banking fees (the ‘Payment Processing Fee’)
• Payment Processing Fee to be transferred from funds raised before the remaining funds are transferred to the Client;
• Where the Client agrees and Service Provider then refunds monies to an attendee of an Event and Service Provider uses Stripe to effect such refund, Service Provider will charge and the Client agrees to pay in addition to any refunded amount the associated Payment Processing Fee;
• Where a bank or credit card company requests direct from Stripe and Stripe pays monies over as a refund or for whatever reason from the Client’s Stripe account, then Service Provider can demand in writing that same amount of money from the Client and the Client agrees to pay on receipt of invoice.
• Funds that are raised will be transferred to the Client on a weekly basis. 
  

If using Givergy Ticketing Services, then the parties agree as follows:​

• Client to choose either: 
• • to pay Service Provider a fee of $40 per ticketing transaction (no matter how many tickets purchased), or
  • Service Provider to retain from the Client’s Stripe account a fee of 3% of total ticket revenue processed through the platform (the “Ticketing Fee”);
• Where tickets are sold through the Givergy system but payment is collected outside of the platform, the above Ticketing Fee will be applied, invoiced and retained by Givergy or on its behalf by the Service Provider post campaign; for clarity these charges are in addition to the Payment Processing Fee detailed above;
• The above processes for the Payment Processing Fee also apply for the Ticketing Fee. 

Trade Promotions (Prize Draws)

​If using our Prize Draw service, then the parties agree as follows:

• The following statement will be included on Prize Draw webpages during the event: “For every HK$1 paid to this cause our technology partner, Givergy, shall receive a fee of HK$0.0395 (including taxes) or HK$0.045 for Amex (including taxes) to cover payment processing and card fees; [you can ensure that 100% of your ticket price goes to the cause by choosing to cover this processing fee.]”;
• The Prize Draw will and must sell tickets for a minimum HK$50 entry fee;
• Service Provider and Givergy is responsible only for the technology behind the Prize Draw and the Service Provider / Givergy Items; it is the responsibility of the Client to ensure that any trade promotion or prize draw is operated in accordance with applicable laws and the Client agrees to be fully and solely liable for their operation of the Prize Draw;
• Service Provider will share with you a template that you may adopt for your Terms & Conditions; please note that Service Provider or Givergy can not provide you with legal advice and as any terms are yours and between you and your supporters, you must seek your own legal advice in their respect.

Auction or Prize Draw Items

If using our Auction or Prize Draw Items, then the parties agree as follows:

• The Client shall select from our online brochure the items to be made available for the Event and offer the items selected for auction, prize draw or otherwise (a "Service Provider Item”);
• All Service Provider Items are on a sale or return basis and require no financial outlay from you, the Client;
• If the Client requests the delivery of an auction or prize draw item prior to the event for display purposes and/or to be handed over to the auction/prize draw winner immediately after the event, the supply price of the item will be invoiced to the Client prior to the event. Payment in full must be received before the item is delivered to the event premises. Once delivered to the event site, the Client assumes full responsibility for the safekeeping and condition of the item until it is handed over to the auction or prize draw winner. The Service Provider's responsibility is limited to the delivery of the item to the event site, and no further delivery services are included. Upon delivery to the Client, the item becomes the Client’s own auction or prize draw property. All transactions for such pre-ordered items are final, and no refunds will be issued.
• The Service Provider Item fee chargeable will be the supply price as set out in the latest edition of the online brochure and as updated from time to time;
• Payment of any Service Provider Item fee is required only after the item is sold; all profits, ie monies raised over and above the supply price are paid over to you, the Client, and you agree to Service Provider retaining from the Client’s Stripe account the fee associated with such item;
• If for any reason the Client decides not to list the contracted amount of Service Provider Items in the live or silent auction, it agrees that any discount applied will be removed and invoiced for as appropriate;
• Service Provider shall provide the title, description and imagery for any Service Provider Items. However, the Client acknowledges that neither the Service Provider nor Givergy is the end-supplier of the Service Provider Items and accordingly it shall not be liable for any complaints received or costs incurred as a result of the item deviating from any description or imagery provided by Service Provider;
• Service Provider shall issue an e-voucher to the winner within 24 hours of receiving payment to Service Provider;
• If payment for a Service Provider Item is made directly to the Client, Service Provider will raise an invoice for the supply price of that item(s). Once payment has been received, the voucher will be released to the winning bidder. It is recommended for Service Provider Items to be paid via the system to avoid any delay in a bidder’s voucher being received;
• Contracted Service Provider Items must be dispersed amongst the client’s own auction items;
• The Service Provider Item winner shall have 3 months from the date of issue of an e-voucher to redeem the e-voucher, and must take up the prize associated within 12 months of redemption; upon redemption of a Service Provider Item by the winner in accordance with this clause, Service Provider shall ensure delivery from the end-supplier of any physical item within 14 days of winner's request as long as the address for delivery is in the territory where the Event occurred;
• As they are not the end-suppliers, neither the Service Provider nor Givergy can accept responsibility for, or liability relating to, the Service Provider Items in respect of their security or delivery or the experience of the Service Provider Item winner. Service Provider shall not be required to issue any refunds to any winner unless and to the extent that Service Provider is able to procure such refund from the Service Provider Item supplier;
• Service Provider, upon the request of the client, may provide additional services to the Client to store, insure through a third party and deliver client’s own auction items to the winning bidder at an additional fee. Service Provider will have no liability whatsoever when such additional service is provided and whole responsibility and liability regarding client’s own auction items  belong fully to the client.  

Onsite Event Services

If using our Onsite Event Services, then the parties agree as follows:

• Service Provider confirms that any Service Provider personnel appearing at the Onsite Event to provide the services are trained appropriately;
• Timings, event details and any bespoke branding to be confirmed with Support Team or dedicated Fundraising Expert;
• All staff and equipment requirements must be confirmed at least 14 days in advance of the Event; we cannot guarantee any requests in the event and where we are able to deliver on such a request, there is an additional 25% fee on all such quotes;
• Service Provider is to have no responsibility for the Client’s auction, prize draw or other items, either in terms of security or delivery;
• Where bids or pledges are entered manually into the system by a Service Provider team member, the client must keep a record of live pledges/ bids to be cross-referenced with the Service Provider team
• Client shall provide adequate hard-wired internet connection if required; the Client acknowledges that adequate 4G/5G signal/wireless internet connectivity is required to access Givergy’s online / smartphone platform. If the venue is unable to provide the necessary connection, the system will run offline via a closed network. This means:
• • Fundraising website to close at 4pm the day before the event. Fundraising to re-open on tablets only at the event;
  • Payment messages will be sent at the close of the event once data is imported back online. No additional SMS/ email messages will be sent;
  • Payment will be processed once fundraising has closed and data is imported back online; 
• The Client understands that whilst the Givergy platform has the capability to send SMS notifications, successful delivery of these messages is contingent upon the performance of phone network providers;
• The Client shall, where Service Provider personnel are attending the Onsite Event:
• • be responsible for providing one adequate meal during the Event for each of the Service Provider Personnel; 
  • ensure that the Services are completed at the agreed time. If for any reason the Client Contact requires Service Provider personnel to continue the Services beyond the agreed time, then and on the understanding that it takes Service Provider personnel additional time at the end of the Onsite Event to pack down, the Client agrees to pay Service Provider further fee at a rate of
  • • HK$550 per member of Service Provider personnel who continues working beyond 23:59 at the event;
    • HK$550 per hour per member of Service Provider Personnel who is required to work in excess of their standard hours, being 9 hours for a technical manager, 7 hours for an event manager, or 6.5 hours for event support staff;
    • Above conditions and rates shall not be equal for the Event Host,  Emcee and/or Auctioneer provided by the Service Provider. If for any reason the Client Contact requires the Event Host,  Emcee and/or Auctioneer beyond the agreed time the Client agrees to pay Service Provider further fee at a rate to be detailed within the quote and acknowledges that the Event Host,  Emcee and/or Auctioneer is/are able not to accept to continue to work beyond the agreed time;
• All rented equipment must be received back by the Service Provider within 3 days of Client’s Event ending, failing which it agrees to pay a daily rental fee of the amount defined within the quote until the equipment is received;
• In relation to loss of fundraising tablets or any damage that is caused to a tablet during an Onsite Event, the Client’s liability shall be limited to HK$2,000 per tablet on demand and a maximum of 5 tablets per Event;
• The Client is able to postpone the Onsite Event (more than 28 days from event) to any other date within the term of its Givergy Unlimited platform access, free of charge;
• Any changes to the event details, including but not limited to date, time, venue, or scope of services, must be communicated to the Service Provider in writing and may be subject to additional fees or adjustments to the contract terms;
• If the Client cancels an Onsite Event, the following terms apply:
• • More than 28 days out – 25% of monies shall be refunded to Client from total package price
  • 14-28 days from event date – 10% of monies shall be refunded from total package price
  • In either scenario, monies shall be less any actual expenses incurred by the Service Provider and confirmed with the Client; and where there is more than one Onsite Event contracted the refund % shall be divided by the number of Onsite Events
  • Within 14 days of an Onsite Event Date, no refunds are available
• The Service Provider shall not be liable for any damages, losses, or injuries arising from circumstances beyond its control, including but not limited to acts of nature, venue restrictions, or vendor failures. The client is responsible for obtaining any necessary insurance coverage for the event; whereas if the client is not directly responsible for obtaining any such insurance due to the fact that this is venue provider's responsibility, the client shall inform the Service Provider regarding the insurance in place covering the venues where events take place against injuries, damages or losses arising from circumstances beyond the control of both parties (Service Provider and the Client), including but not limited to acts of nature, venue restrictions, or vendor failures.

Philanthropic & Event Consulting and Event Management Services

If using our Philanthropic Consulting Services, then the parties agree as follows:

Scope of Services includes but is not limited to:

• Philanthropic Consulting: Personalized guidance, strategic advice, and recommendations, guidance on Corporate Social Responsibility (CSR) and Environmental, Social, and Governance (ESG) practices for corporates, assistance in planning and managing fundraising campaigns, events, and initiatives, assistance with expanding outreach,  utilization of our expertise to identify potential sponsors and patrons who align with the Client's mission and values.
• Event Consulting and Management: Planning and executing fundraisers, galas, donor meetings, and corporate events, organizing formal and informal gatherings for networking and relationship-building with potential sponsors and patrons, structuring future fundraising events to maximize impact and engagement. 

Delivery of Services: 

• Philanthropic & Event Consulting and Event Management Services may be provided based on hourly sessions or through a retainer model. 
• Consulting sessions may be conducted in person, via phone, or through video conferencing, as mutually agreed upon. The frequency and duration of sessions will be based on the Client’s needs and the agreed scope of services. Tangible deliverables may include comprehensive fundraising strategies, training materials, communication frameworks, and event planning guides, tailored proposals, performance evaluations, and actionable insights, regular follow-up meetings and progress reviews to refine strategies and ensure successful implementation. All deliverables must be agreed upon beforehand, and The Fundraising Agency will provide a clear timeline for their completion.

Philanthropic & Event Consulting and Event Management Services may be provided under the following fee structures, as agreed upon by both parties:

• Hourly Sessions: Services will be billed based on the time spent delivering consulting or event management services, at the agreed hourly rate. The total hours will be documented and invoiced periodically.
• Retainer Model: A pre-agreed retainer fee will be charged on a periodic basis (e.g., monthly, quarterly) to cover a specified scope of services within that period. Services provided under the retainer will not be subject to hourly billing unless explicitly agreed otherwise for additional services beyond the scope of the retainer. The fee structure, rate, and payment terms will be outlined in the Quotation and must be agreed upon and signed by the Client prior to the commencement of services.
• Any changes to the fee structure or additional services requested by the Client must be mutually agreed upon in writing.
• Retainer fees are non-refundable, except in cases where services are not delivered due to the fault of the Service Provider.

Termination by Notice

• Either party may terminate the Philanthropic & Event Consulting and Event Management Services by providing the other party with at least thirty (30) days’ written notice. Termination of Philanthropic & Event Consulting and Event Management Services doesn't automatically terminates this agreement as a whole. Please refer to General Terms bullet 2 which stipulates the general terms and conditions regarding the termination of this agreement. 
• Upon termination, any services rendered up to the effective termination date will be billed on a pro-rata basis under the agreed fee structure.
• Retainer fees invoiced in accordance with agreement are non-refundable. 

Client Responsibilities

• The Client shall provide the Service Provider with all necessary information, materials, and access to relevant stakeholders required for the successful delivery of services. This includes, but is not limited to financial data, fundraising goals, and organizational objectives, timely access to internal teams and any other relevant documentation.

Session Cancellations

• If the Client cancels a consulting session, at least 24 hours’ notice is required. Sessions canceled without sufficient notice may be subject to a cancellation fee. In the event the Client cancels the Philanthropic & Event Consulting and Event Management Services altogether, refunds will be provided for any consulting sessions that have not yet been conducted.

Service Levels

• The Fundraising Agency guarantees high-quality service across all aspects of consulting and event management, with meticulous attention to detail and a commitment to exceeding Client expectations.

Deliverables

• All deliverables must be agreed upon beforehand, and The Fundraising Agency will provide a clear timeline for their completion.
• Depending on the Client's needs and requests, deliverables may include, but are not limited to: 
• Fundraising: Comprehensive Fundraising Strategy Document, Audience Segmentation Report, Tailored Communication Strategy and Content Calendar, Prospect Research & Profile Report, Training Materials and Best Practices Guide, Ongoing Consultation Sessions
• Event Planning and Management: Event Concept Proposals and Logistics Checklists, Networking Opportunities Reports, Customized Event Proposals, Post-Event Evaluations and Monthly Progress Reviews

Capacity Building

• We support organizations in building internal capacity for fundraising initiatives by: Providing training and educational resources, empowering teams with fundraising best practices, offering continuous collaboration and knowledge-sharing opportunities.

Event Management Commitment

• Whether it’s a fundraiser, gala, conference, or corporate event, The Fundraising Agency is committed to delivering unparalleled service and flawless execution at every step, from initial planning to final evaluation.

Communication Strategy and Design Services

If using our Communication Strategy and Design Services then the parties agree as follows:

• The Service Provider agrees to provide high-quality communication strategy and design services that meet the Client's expectations. The scope of these services include, but not limited to, development of a campaign communication strategy and campaign identity, creation and design of campaign key visuals, marketing collateral design, digital media campaigns, and content creation;
• The Service Provider shall work closely with the Client to understand their communication objectives, target audience, and campaign identity in order to develop a tailored communication strategy and design plan to meet the Client's fundraising goals and objectives;
• The Client acknowledges that for a successful communication strategy, timely provision of all necessary information, materials, and assets is essential. This includes brand and campaign guidelines, audience / donor research, target audience insights, and any other relevant documentation required for the project; 
• The Client acknowledges that, unless otherwise agreed upon by both parties, the minimum delivery time for a campaign communication strategy is two weeks. This timeframe ensures thorough planning, development, and execution of the strategy to meet the Client's objectives effectively;
• The Service Provider shall present design concepts and proposals to the Client for review and feedback. We will revise and refine the designs based on the Client's input until a final design is approved;
• The Service Provider shall deliver the agreed-upon communication strategy and design services within the agreed-upon timeframe. Any deviations from the agreed-upon timeline will be communicated to the Client promptly;
• The Client agrees to provide timely feedback and approvals on the communication strategy, design concepts and deliverables presented by the Service Provider. The Client also agrees to provide all necessary information, materials, and assets required for the successful execution of the communication strategy and design services;
• If not fully satisfied with the Communication Strategy and Design Services provided, the Client may request a refund of any fees paid for services that have not been completed. The Service Provider will review the request and, if deemed appropriate, issue a refund in accordance with the terms outlined in this agreement. The Client acknowledges that any refund issued under this term will constitute full and final settlement of any claims against the Service Provider related to the communication strategy and design services. The Service Provider reserves the right to withhold a refund if the Client has not provided timely feedback or has not cooperated in good faith to resolve any issues with the Communication Strategy and Design Services services provided.

GENERAL TERMS & CONDITIONS

​Please find here the general terms and conditions for The Fundraising Agency of the Galleon Commerce Limited (TFA). Note that TFA has the exclusive license in the Hong Kong area to provide and run for you the award winning technology services of Givergy (HK) Ltd (Givergy). Please note that in accordance with our values, these terms and conditions are drafted to be as fair as possible to Charity partners, while protecting its business where necessary.

1. Terms - Interpretation
2. 1. These terms and conditions ("Terms") set out the agreement on which TFA  ("Service Provider") has agreed to provide the Services as contractor to you (“the Client”) and the Client has agreed to proceed on this basis and accordingly pay the feesdue.
   2.  The following definitions apply in these Terms:
   3. 1. "Data Protection Legislation" means applicable laws relating to the processing of personal data and all related regulations, regulatory codes of practice, opinions and guidance issued from time to time in Hong Kong.
      2. "Event" means any online or onsite event organised by the Client, details of which the Client confirms online and wherein Service Provider provides its Services;
      3. "Service Provider Personnel" means any employees or contractors of Service Provider who, on Client’s request, appear at an Onsite Event to help provide the Services;
      4. "Services" mean the services provided including but not limited to prize draws and promotions, virtual events, silent auctions, auction items, online donations, ticketing and payment services, philanthropic consulting services, and communication strategy and design services provided by Service Provider for the Client and at an Event.
3. When Does This Agreement Start & Finish?
4. 1.  This agreement and these Terms start at the time the Client agrees and they terminate after the number of years specified in the agreed Service Provider package (the Agreement Term).
   2.  Notwithstanding Service Provider’s right of termination, Service Provider shall not be entitled to terminate these Terms within the period of 90 days prior to a Client’s Event.
5. Appointment For The Provision of Services
6. 1. The Client hereby appoints Service Provider as its contractor to provide the Services, subject to these Terms and agrees to pay the appropriate fees.
7. Payment of Fees
8. 1. When purchasing Givergy Unlimited, the Client agrees to pay an annual fee on the date of agreement and every 12 months thereafter as stated in the Client’s quotation together with any applicable taxes and with any additional fees such as the Payment Processing Fee and the Ticketing Fee or otherwise as required throughout the Agreement Term; any applicable fees that are due shall be paid online through the Stripe system or on receipt of invoice. The Client may also purchase one-off campaign access to the platform and use the platform with 0$ upfront fee with 4% commission payment. Accepted quotations define and overrule these standard payment terms.
   2. The Client agrees to pay all fees invoiced by the Service Provider no later than the due date specified in the invoice. Late payments shall incur interest at a rate of 5% per month (or the rate specified in the applicable quotation), compounded monthly, from the due date until full payment is received.
9. Service Provider Duties
10. 1. 1. Service Provider shall ensure that all Services are provided
    2.  Using all reasonable care and skill and
    3.  In accordance with the service levels set out at Schedule 1
    4.  In accordance with all applicable laws and regulatory requirements; and
    5.  Service Provider shall make available on request and at all reasonable times any books, documents, or other records relating to the Services.
    6. When a Client Success Manager (CSM) is included in services provided to the Client, the CSM will liaise with one point of contact per event to represent the Client. Service Provider will provide accurate and detailed information to allow this person to relay to other stakeholders as needed
    7. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, SERVICES ARE PROVIDED ‘AS IS’ AND ‘WHERE IS’ AND ARE PROVIDED WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY FORM, INCLUDING, ANY WARRANTIES OR REPRESENTATIONS OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
11. Liability
12. 1. Neither party shall be liable to the other for any consequential loss or damage, economic loss (including without limitation loss of revenues, profits, anticipated savings), loss of contracts, business and loss of goodwill or reputation arising out of the provision of the Services save as provided in 6.c below.
    2. As Event organiser, promoter of the Event, operator of the Event, fundraiser and data controller, the Client shall be solely liable for any breach of any laws or otherwise that result in any action against the Client, Service Provider or both parties in relation to the Event except where the loss is a direct result of Service Provider’s negligence. The Client is solely responsible for the Event and for its terms and conditions. Service Provider is not a party to any contract for sale and purchase made using its Services.
    3. Client represents that it is in compliance with all laws, regulations and rules required to conduct the Event and shall indemnify and hold harmless Service Provider from any actions, proceedings, claims, costs expenses, penalties, deficiencies and liabilit ies (including legal fees) or any other loss of any nature whatsoever arising out of or relating to Client’s non-compliance with any applicable laws, regulations or rules. Without limiting the generality of the foregoing, Client shall be solely responsible and Service Provider shall not be responsible for compliance with any laws, regulations and rules pertaining to auctions or prize draws and Client shall be solely responsible and Service Provider shall not be responsible for compliance with any laws, regulations and rules pertaining to charitable/not for profit activities including fundraising.
    4. To the extent that either Party may exclude or limit liability, each Party’s entire aggregate liability in respect of any loss or damage suffered by them and arising out of or in connection with the Services shall not exceed the amount the Client has actually paid for the Services except for either party’s in relation to death or injury of a third party which shall be unlimited.
    5. Service Provider shall not be liable for any acts or omission of the Client or any third party not acting under the control or direction of Service Provider.
    6. Neither party shall be liable for any claim asserted later than three months after the date the claim accrued.
13. Confidential Information
14. 1. Each party shall keep confidential any confidential or proprietary information of or about the other party, which comes into its knowledge and/or possession as a consequence of this agreement.
15. Force Majeure
16. 1.  Neither party shall be liable for breach of contract in relation to any default or failure to provide or receive the Services, if that default or failure is caused by an act or event that is beyond their reasonable control including, without limitation, pandemic, fire, floods, strikes, riots, lockdowns or lock-outs affecting any trade with which they are concerned or any action of government or quasi-government.  
17. General Matters
18. 1. Relationship of parties & applicable law
    2. 1.  Service Provider is an independent contractor and the relationship between the parties is non-exclusive.
       2.   These Terms are subject to and governed by the laws of Hong Kong excluding its conflict of law principles.
    3. Variation
    4. 1. These Terms may not be varied except in writing and agreed by a duly authorised representative of Service Provider and the Client. 
    5. Notice
    6. 1. Each party must notify the other by email. The Service Provider’s email is: [email protected]   
       2. Notice is deemed to be received at the time of transmission or, if this falls outside of normal business hours of the place o f receipt, when business hours resume.
    7. Severance
    8. 1. If the whole or any part of a provision of these Terms is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction unless it may be modified in such jurisdiction by commercially reasonable construction so as to make it valid, enforceable and legal. In any event the remainder of the Terms have full force and effect.
    9. Continuing rights and obligations
    10. 1. The rights and obligations under clauses 5, 6, 7 and this clause 9 survive termination of these Terms.
        2. Termination will not extinguish or otherwise affect any rights of one party against the other party which accrued prior to termination.
        3. The rights and remedies of either party, including all confidentiality, proprietary and intellectual property rights under these Terms are in addition to and not in lieu of rights at law and equity including, those available under patent, copyright and trade secret protection.
    11. Entire agreement
    12. 1. These Terms together with any agreed quotes and Data Protection Legislation agreements constitute the entire agreement regarding the Services and any other previous agreements, understandings and negotiations for the Services cease to have any effect.
    13. Waiver
    14. 1. A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. Any failure or delay by a party to exercise any right or remedy under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    15. Assignment
    16. 1. Neither party may assign, licence or otherwise deal with any of its rights under these Terms without the prior written consent of the other party, such consent not to be unreasonably withheld. Service Provider may subcontract parts of performance of its Services, to other persons or entities provided, however, it remains responsible for the performance of the Services.
    17. Third Parties
    18. 1. These Terms do not, and the parties do not intend that it shall, create any right enforceable by any person not a party to it except that a person who is the permitted successor to or assignee of the rights of a party hereto is deemed to be a party to it.
    19. Copyright & Data
    20. 1. The Client acknowledges that Service Provider is the exclusive licensee and Givergy (HK) Ltd is the owner or the licensee of all intellectual property rights in the Services and its websites.
        2. Client agrees that the Services provided by Service Provider are based upon proprietary and confidential information, materials and methodologies and that Client acquires no right, title or interest in them and to the extent that Client has access to them, Client shall treat them in the same manner as Client would treat its own proprietary and confidential subject matter but in no event less than a reasonable standard of care.
        3. Service Provider has its own Data Processor Agreement, which it may also agree with the Client at around the same time as these Terms. In the absence of such Data Processor Agreement and notwithstanding any other provision under this agreement, each party agrees that it shall at all times duly observe its obligations under the Data Protection Legislation. Service Provider shall ensure that it has in place appropriate measures to protect against unauthorized or unlawful processing or disclosure of personal data, against accidental loss or destruction of, or damage to, personal data. Service Provider shall report to the Client in writing within 48 hours of any sign of abnormalities, security breaches or data leakage incidents as related to the Services or obligations under this agreement.
        4. The Client is the controller and promoter
        5.  Service Provider, the Services and Service Provider's websites are only a means of communication to participate at the Event. The Client is the controller and promoter and as such is responsible for the Event and the terms and conditions relating to it.
        6. Service Provider shall be responsible only for the Services and it is therefore up to the Client to ensure that any or all ot her Event activities are operated in accordance with applicable laws and the Client agrees to be fully and solely liable for such.

SCHEDULE 1 – SERVICE LEVELS

1. ​​Interpretation
2. 1. The following definitions apply to this schedule:
   2. 1. "Business Critical Fix" means any period of time where the Services are unavailable to the Client due to Service Provider reasonably requiring to disable Services in order to perform an emergency software fix or workaround to any software used in the delivery of the Services;
      2. "Commercially Reasonable Efforts" means the same degree of priority and diligence with which Service Provider meets the support needs of its other similar customers;
      3. "Client Cause" means any of the following causes:
      4. 1. any improper use, misuse or unauthorised alteration of the Services by the Client;
         2. any use of the Services by the Client in a manner inconsistent with the then-current documentation provided to the Client; or;
         3. the use of a non-current version or release of the Services.
      5. "Fault" means any failure of the Services to operate in all material respects;
      6. "Planned Maintenance" means any period of time where the Services are unavailable to the Client due to Service Provider reasonably requiring to disable the Services in order to conduct regular maintenance to any software used in the delivery of the Services, provided such regular maintenance has been notified to the Client in advance of any Event;
      7. "Service Availability" means for 99% of each year of the Agreement Term, but not including any Service Availability Exclusions;
      8. "Service Availability Exclusions" means:
      9. 1. a Client Cause;
         2. any Fault caused by a third party;
         3. any Planned Maintenance; or
         4. a Business Critical Fix.
      10. "Service Credits" means the service credits specified in the table set out in paragraph 3.2 below.
3. All capitalised words in this schedule shall have the meaning given to them in the Terms.
4. The Services
5. 1. For the duration of the Agreement Term, Service Provider shall use Commercially Reasonable Efforts to provide the Services in accordance with the Service Availability set out in this Schedule.
   2. In the event that Service Provider fails to provide the Services in line with the Service Availability, the Client shall be entitled to Service Credits as set out in paragraph 3 below.
6. Service Credits
7. 1. Service Credits shall normally be credited as a deduction from the next annual fee that is due to Service Provider. Where there is no further annual fee due, Service Provider shall re-pay the appropriate amount from the annual fee already paid by the Client.
   2. The provision of a Service Credit shall be the sole and exclusive remedy for a particular Service Availability failure.