Last Updated: 15 August 2022
By applying to be (and continuing to be) a recipient of funding from the Twio Foundation, each charity and similar organisation is agreeing to these Terms and Conditions. If the Charity does not wish to be bound by these Terms and Conditions, the Charity should not continue to use or access any of Twio’s of the Twio Foundation's Services and terminate this agreement as defined in Section 2 below.
IMPORTANT NOTE: This document refers to both Twio and the Twio Foundation. Twio and the Twio Foundation are independent organisations that have partnered together to provide the Twio Services. Whilst Twio provides the technology to facilitate donations from donors, the Twio Foundation manages the relationship with, and transfers funds to the recipient Charities.
Services to be performed
1.1 Twio is a trading name of Twio Ltd (CN: 12923360). Twio operates various online tools and services to provide funding to its partner, the Twio Foundation (together, the “Twio Services”), including but not limited to, :
i) A website and donation platform at www.twio.io which displays charity profiles (the “Twio Platform”);
ii) Donation plugins for e-commerce stores (“Merchants”) that allocate ‘donation tokens’ to customers for them to allocate to supported charities via the Twio Platform; and
iii) Various analytics services that allow charities to better understand their donors’ profiles.
1.2 Twio reserves the right to change, suspend, or discontinue any of the Twio Services (or any part of them) at its complete discretion.
1.3 Twio may also, in its sole discretion, suspend the operation of any of the Twio Services in full or in part at any time, for example for repair or maintenance work or in order to update or upgrade the contents or functionality of the Twio Services, from time to time.
Term & membership
2.1 For the purposes of this agreement, the “Commencement Date” shall mean the date Charity completes and submits its profile for inclusion on the Twio platform. This agreement shall continue in force unless terminated by written notice (post or email notice) by either party to the other.
i) All notices from a Charity must include the Charity’s full name and registered charity number.
ii) The notice should be emailed to barny@twio.io.
2.2 In addition to the rights of each party under clause 2.1 above, each party will have the right to terminate the use and provision of Twio Services when, and at any time after, the other party commits an act of default (as defined below) or commits any act or threatens to do any act the direct result of which is to damage or is likely to damage the reputation of the other party. An act of default by either party shall occur if:
i) The party is wound up or a liquidator or examiner is appointed;
ii) An administration order is made in relation to the party or a receiver or an administrative receiver is appointed over or an encumbrancer takes possession of or sells all of the party's assets;
iii) The party makes an arrangement or composition with its creditors generally; or
iv) The party ceases or threatens to cease to carry on its business.
2.3 This agreement is subject to periodic review to ensure the Charity’s eligibility for Twio Services. Should the Twio Foundation determine, in its sole discretion, that the Charity is no longer eligible, this agreement will be terminated in accordance with Clause 2.1.
Twio’s and the Twio Foundation's obligations
3.1 Twio will operate the Twio Services so that charities can be advertised to donors via the Twio Platform. Whilst Twio cannot promise trouble-free use of its services, we will do our best to ensure a reliable service and provide adequate support where problems arise. Twio will undertake planned maintenance and upkeep of the Twio services, ensuring at all times that the Twio Services abide by all applicable UK laws and regulations.
3.2 Twio and the Twio Foundation will provide the appropriate infrastructure to allow donations to be transferred via automatic bank transfer to the Charity’s validated bank account. These payments will be made monthly as long as the aggregate donation amount exceeds £50.00.
3.3 Twio will manage the relationship with Merchants and Donors.
3.4 Twio and the Twio Foundation will ensure appropriate checks on the Merchants to ensure that donations are not received from organisations conducting illegal activities and/or organisations conducting activities or selling products that are clearly misaligned with Twio’s values.
3.5 Twio and the Twio Foundation will store all personal data and confidential information provided by the Charity in line with applicable UK data protection law. Twio and the Twio Foundation will not sell, trade or rent Personally Identifiable Information provided by the Charities to third parties.
Charity’s obligations
4.1 The Charity will promptly provide any information reasonably requested by the Twio Foundation in order for Twio to be able to provide the Twio Services to the Charity effectively. Responses are generally expected to be provided to the Twio Foundation within 5 working days.
4.2 The Charity represents, warrants and undertakes to Twio and the Twio Foundation that any information and documents provided to Twio and the Twio Foundation as part of the Charity’s application for registration (or maintenance of such registration) are true and accurate to the best of the Charity’s knowledge, and have not been made with the intention to mislead.
4.3 The Charity will ensure that all content (including text and images) supplied to Twio and the Twio Foundation in connection with the performance and promotion of Twio Services or which it itself posts in relation to Twio Services (including, in each case, links to any third party sites or content) will not violate any laws or regulation or be defamatory, misleading, obscene or breach any intellectual property rights of a third party or breach any right of or duty owed to a third party.
4.4 The Charity shall maintain regular engagement with Twio Platform, including general profile information is kept up to date and a minimum of one general progress update every two months.
4.5 The Charity shall abide by Twio’s brand guidelines (“Twio Brand Guidelines”) when in connection to the performance and promotion of Twio Services. The Twio Brand Guidelines will be provided as part of the Twio and the Twio Foundation onboarding process.
4.6 The Charity will inform Twio and the Twio Foundation immediately if, for any reason, it:
i) Ceases to carry on operating for charitable purposes;
ii) Is found to be engaged in any corrupt or immoral practices;
iii) Is subject to any investigation or inquiry which could result in the necessary authority, permit, licence, consent, approval and/or registration for it to operate as a charity in accordance with applicable local laws being suspended, revoked or withdrawn; or
iv) Ceases to have the necessary authority, permit, license, consent, approval and/or registration for it to operate as a charity in accordance with applicable local laws.
4.7 The Charity shall also inform the Twio Foundation immediately of any fundamental changes to its charitable purposes and objectives.
4.8 In the event that it is found that the Charity has knowingly misused funds, including but not limited to being involved in fraudulent activities and money laundering, Twio and the Twio Foundation have the right to pursue legal action for any losses incurred including but not limited to recovery of donor funds, claims for reputational damage and any consequential or indirect losses.
Intellectual property rights and license
5.1 All intellectual property rights in the Twio Services and any material (including text, photographs and other images, trademarks and logos) contained in the Twio Services are either owned by Twio or have been licensed to Twio by the rights owner(s) for use as part of providing the Twio Services. Nothing in this agreement shall operate as an assignment of any such intellectual property rights.
5.2 The Charity hereby grants to Twio and the Twio Foundation, its affiliates and its partners a non-exclusive, worldwide and royalty-free licence to use its name, logo and any other content supplied to Twio and the Twio Foundation in connection with the performance and promotion of the Twio Services.
5.3 Should there be any costs attached to the provision of aforementioned content by the Charity (including but not limited to royalty payments), it is wholly the responsibility of the Charity to bear and settle said costs.
5.4 The licences set out above in this section shall terminate automatically on valid termination of the Charity's membership in accordance with Section 2 above.
5.5 The Charity shall be liable for and shall indemnify Twio and the Twio Foundation, its successors and assigns against any and all claims, actions, liabilities, losses, damages and expenses (including legal expenses) incurred by Twio and the Twio Foundation which arise (directly or indirectly) out of or in connection with any third party demand, claim or action alleging infringement of the third party’s intellectual property rights.
Entire Agreement
6.1 These terms and conditions represent the entire agreement between Twio, the Twio Foundation and the Charity and supersede and/or replace any other representations made in writing or orally.
Governing Law
7.1 This agreement 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 law of England and Wales.
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