BizGive Giving Manager Free Release

Updated May 5th 2020

General Terms and Conditions

SECTION A - PRELIMINARIES

Interpretation

The following definitions and rules of interpretation apply in this Agreement:

“Agreement” these terms and conditions.
“BizGive” means BizGive Limited registered in England and Wales under company number 10504290 and with a registered office address at 741 Wandsworth Road, London, United Kingdom, SW8 3JF.
“BizGive IPR” all Intellectual Property Rights in:

the Services;
the BizGive Materials; and
all other Intellectual Property Rights arising out of the performance of BizGive's obligations under this Agreement.

“BizGive Materials” any materials, designs, logos (or other brand identity), domain names, documentation, processes and procedures, information, programs, software and codes supplied by BizGive to the Customer including the Documentation, Tools but excluding any Customer Materials.
“BizGive Platform” means the platform operated by BizGive and accessed by the Customer as part of the Services.
“Change in Law” any change after the Commencement Date in applicable law, statute, regulation, order, payment schemes, regulatory policy, guidance or industry code in any jurisdiction.
“Commencement Date” as defined in clause 2.2.
“Confidential Information” all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives in connection with this Agreement, including the terms of this Agreement, any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party and any information or analysis derived from Confidential Information. Confidential Information shall exclude information: (a) generally available to the public (other than as a result of breach of confidentiality obligations); (b) available or which comes available to the receiving party on a non-confidential basis before disclosure; (c) independently developed without access to such Confidential Information; or (d) displayed publically by the Customer on the Customer’s profile on the BizGive Platform.
“Customer” the corporate entity, organisation or charity registering for the Services.
“Customer Data”

the data supplied by the Customer to BizGive pursuant to this Agreement; and
any personal data for which the Customer is the controller (including any cardholder data supplied to process any payments).

“Customer Materials” the Customer Data together with any materials, designs, logos (or other brand identity), domain names, documentation, processes and procedures, project details, CSR or marketing programme plans, technical details of Customer Site , information, programs, software and codes supplied by (or on behalf of) the Customer to BizGive in connection with this Agreement but excluding the BizGive Materials.
“Customers Site” any website, owned operated or used by the Customer.
“Data Protection Laws” means, as applicable and binding on the parties and/or Services: (i) the Data Protection Act 2018; (ii) the General Data Protection Regulation (Regulation 2016/679) ("GDPR")); (iii) the Privacy and Electronic Communication Directive (Directive 2002/58/EC); and (iv) any national legislation implementing, supplementing or replacing such legislation in England and Wales.
“Disclosing Party” a party to this Agreement which discloses or makes available directly or indirectly Confidential Information.
“Dispute Resolution Procedure” the procedure for dealing with disputes as set out in clause 9.
“Documentation” all operating manuals, user instruction manuals, technical literature and all other related materials in human-readable or machine-readable forms supplied by BizGive.
“End User(s)” the persons or organisations who use the BizGive Platform on behalf of the Customer from time to time.
“Excluded Losses” as set out in clause 15.3.
“Force Majeure Event” means the occurrence of any of the following: (a) war, civil war, riot, civil commotion or armed conflict (or threat of); (b) terrorism; (c) nuclear, chemical or biological contamination; (d) earthquakes, fire, storm damage or severe flooding (if in each case it affects a significant geographical area); (e) interruption or failure of utility service; (f) any blockade or embargo (if in each case it affects a significant geographical area); and/or (g) Change in Law.
“Intellectual Property Rights” patents, utility models, rights to inventions, copyright (including Source Code) and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
“Losses” all losses, liabilities, costs, expenses and damages but excluding the Excluded Losses.
“Recipient” a party to this Agreement who receives or obtains directly or indirectly Confidential Information.
“Representatives” employees, workers, agents, officers, advisers and other representatives of that party.
“Restricted Person” means a person that is (a) listed on, or owned and controlled by a person on any sanctions list, (b) located in or incorporated under the laws of or owned or controlled by or acting on behalf of a person located in or incorporated under the laws of a country or territory which is the subject of Sanctions Legislation or (c) otherwise the target of Sanctions Legislation.
“Sanctions Legislation” means all and any legislation of the UK or the United States of America relating to sanctions of individuals, companies, other legal persons or countries.
“Services” providing access to and use of the and BizGive Platform in accordance with the terms of this Agreement.
“Tools” any tools and know-how developed, and methods invented, by BizGive in the course of or as a result of carrying out any of its obligations under this Agreement, whether or not developed or invented specifically or used exclusively for carrying out such obligations.
“VAT” value added tax chargeable under the Value Added Tax Act 1994 and any similar additional tax or any other similar turnover, sales or purchase tax or duty levied in any other jurisdiction.
“Working Days” a day (other than a Saturday or Sunday or bank and/or public holiday in England or Wales).

Unless the context otherwise expressly requires, references to:

"including" or "includes" shall be deemed to have the words "without limitation" inserted after them;
“writing” or “written” includes e-mail;
references to any applicable laws (including to the Data Protection Laws and each of them) and to terms defined in such applicable laws shall be replaced with or incorporate (as the case may be) references to any applicable laws replacing, amending, extending, re-enacting or consolidating such applicable law (including the GDPR and any new Data Protection Laws from time to time) and the equivalent terms defined in such applicable laws, once in force and applicable; and a reference to a law includes all subordinate legislation made under that law; and
Clause and Schedule headings do not affect the interpretation of this Agreement.

SECTION B - TERMS AND CONDITIONS

Terms and Conditions

All Services provided by BizGive shall be subject to the terms and conditions set out in this Agreement.
By accessing or using the BizGive Platform or otherwise indicating consent to this Agreement, the End User agrees on its own behalf and on behalf of the Customer, to be bound by the terms contained herein and the date of such agreement shall be the Commencement Date.

SECTION C - SERVICES

The Services

BizGive shall :

allow the Customer to access the BizGive Platform and subject always to the Customer and its End Users complying with the Terms of Use made available on the BizGive Platform;
perform the Services in:

accordance with the terms of this Agreement; and
accordance with all applicable law.

The Services provided under this Agreement are provided “as is” without any representation or warranty of any kind, including without limitation, any warranty of non-infringement or fitness for a particular purpose. BizGive cannot guarantee that the Services or information contained in them will be accurate, up-to-date or free from bugs. Any reliance placed on the Services by the Customer is at the Customer’s own risk. All statutory or implied warranties and conditions are excluded to the fullest extent possible. Without limitation, BizGive specifically denies any implied or express representation that the BizGive Platform will operate in conjunction with any hardware items, software (including operating systems), any third party services or software.BizGive provides the content and information contained in the Services for the Customer’s general information purposes only and it does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes.
While BizGive tries to make sure that the BizGive Platform is available for the Customer’s use, it does not guarantee that the BizGive Platform is available at all times nor does it promise the uninterrupted use by the Customer of the BizGive Platform.
The BizGive Platform may contain hyperlinks or references to third party websites other than the BizGive Platform. Any such hyperlinks or references are provided for the Customer’s convenience only. BizGive has no control over third party websites and accepts no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party website does not mean that BizGive endorses that third party's website, products or services. The Customer’s use of a third party site may be governed by the terms and conditions of that third party site.

Legal rights in the BizGive Platform

Nothing in this Agreement grants the Customer or End User any legal rights in the BizGive Platform other than as necessary to enable the Customer or End User to use and access the BizGive Platformfor the Customer's internal business purposes.
The Customer shall be liable for all acts and omissions of any End User and shall indemnify BizGive against all Losses incurred or suffered by BizGive, or for which BizGive may become liable, arising out of any act or omission of any End User.
The Customer shall not, and procures that End Users shall not:

store, distribute or transmit any virus, or any material through the BizGve Platform that is racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the BizGive Platform except to the extent expressly set out in this Agreement or as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties;
attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the BizGive Platform, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties;
circumvent any of the technical limitations of the BizGive Platform, or decompile or otherwise reconstruct the BizGive Platform;
use the BizGive Platform in a way that could damage, disable, overburden, impair or compromise the Services or the BizGive Platform;
simulate communications from BizGive or use the Services to simulate communications from another service or entity in order to collect identity information, authentication credentials, or other information (‘phishing’);
use the BizGive Platform for purposes of promoting unsolicited advertising or sending spam;
not collect or harvest any information or data from the BizGive Platform or Services or attempt to decipher any transmissions to or from the BizGive Platform;
access all or any part of the BizGive Platform in order to build a product or service which competes with the BizGive Platform; or
use the BizGive Platform or Services to provide services to third parties or allow third parties to use the Services.

transfer, temporarily or permanently, any of its rights under this agreement; or
attempt to obtain, or assist third parties in obtaining, access to the BizGive Platform, other than as provided under this 4.3.

The Customer shall use reasonable endeavours to prevent any unauthorised access to, or use of, the BizGive Platform and notify BizGive promptly of any such unauthorised access or use.
Customer Materials: Subject to the terms of this Agreement and unless expressly stated otherwise, the Customer hereby grants to BizGive a royalty free and non-exclusive, licence (including the right to sub-licence) during the term of this Agreement to use the Customer Materials for the purpose of carrying out its obligations under this Agreement only.

SECTION D- CUSTOMER OBLIGATIONS

Customer Obligations

The Customer shall:

provide BizGive with:

all necessary co-operation reasonably required in relation to this agreement; and
all necessary access to such information as may reasonably be required by BizGive;

in order to render the Services, including Customer Data;

comply with all applicable laws and regulations (as updated and amended from time to time,) and maintain all necessary licences, permits, authorisations and consents in connection with this Agreement and its use of the Services;
carry out all other Customer responsibilities set out in this Agreement or in any of the Schedules in a timely and efficient manner;
promptly perform all its obligations set out in this Agreement;
as soon as reasonably practicable after the Commencement Date, appoint and maintain for the duration of this Agreement an individual to serve as primary contact with BizGive for the purpose of the provision of the Services and shall notify BizGive of the name of that individual promptly on their appointment;
promptly notify BizGive of any Service failure;
promptly provide BizGive with such information, documentation and data that BizGive reasonably requests that is necessary to perform its obligations under this Agreement or as required by any applicable law or regulation;
not make any representation, warranty, guarantee or other commitment or statement relating to the Services (including in relation or connected to features, specifications and capabilities) other than those agreed in writing between the parties from time to time;
ensure that it and its End Users shall not commit or assist in any fraud, security breach or abuse or make any fraudulent use of the Services which may include without limitation: (i) any illegal or unlawful activity; the collection, development or distribution of malicious code; (ii) hacking, cracking, malicious computer crime or fraud, or to attempt unauthorised breach or attack on any computer systems; (iii) the circumvention of copy-protection mechanisms; (iv) assisting or allowing any third person to do any of the foregoing; and (v) fraudulent payments or receipts, money laundering;
use the Services only in accordance with this Agreement; and
promptly notify BizGive in writing if it becomes aware of its breach (or potential breach) of the terms of this Agreement;

The Customer warrants that:

it is not and will not be a Restricted Person and does not at any time act on behalf of a Restricted Person and it will procure that, so far as it is aware, each End User is not at any time a Restricted Person and does not at any time act on behalf of a Restricted Person; and
it owns or has obtained all necessary rights, licenses and consents (as applicable) in and to the Customer Materials necessary to perform its obligations, enable BizGive to perform its obligations and provide the Services and grant the licenses set out in this Agreement.

The Customer assumes all risk for selection and use of the Services and acknowledges that BizGive does not have any responsibility for the Customer's use of the Services.
BizGive shall not be held liable for any breach of this Agreement to the extent that such breach is caused by the Customer's breach of this clause 5.

Submissions

BizGive is not obliged to monitor or moderate any text, images, video, audio or other multimedia content, information or material including direct communications (a “Submission”) submitted to the BizGive Platform. The Customer shall ensure that any Submissions comply with the Submission standards set out in clause 7.
BizGive may remove or edit any Submission to the BizGive Platform at its sole discretion.
By making a Submission, the Customer grants to BizGive a royalty-free, irrevocable, non-exclusive, transferable licence to use, reproduce, modify, publish, edit, translate, distribute, perform and display the Submission (in whole or in part) on the BizGive Platform, and on any other websites operated by BizGive, indefinitely.

Submission standards

Any Submission the Customer makes to the BizGive Platform and any other communication to users of the BizGive Platform by the Customer must conform to standards of accuracy, decency and lawfulness, which shall be applied at Bizgive’s discretion, acting reasonably.
In particular, any Submission or communication by the Customer must be:

the Customer’s own original work and lawfully submitted;
factually accurate or the Customer’s own genuinely held belief;
provided with the necessary consent of any third party;
not defamatory or likely to give rise to an allegation of defamation;
not offensive, obscene, sexually explicit, discriminatory or deceptive; and
unlikely to cause offence, embarrassment or annoyance to others.

SECTION E - CHANGE

Change

BizGive shall be entitled to make changes to the Services from time to time and suspend operation of the Services at any time as it sees fit.

SECTION F - CONTRACT GOVERNANCE

Dispute resolution

Any dispute that may arise between the parties concerning the Agreement, including any question regarding its existence, validity or termination, shall be determined as provided in this clause 9.
For the purpose of this clause 9, a dispute shall be deemed to have arisen when one party notifies the other in writing stating that such is a dispute notice for the purposes of the Agreement and setting out the nature of the dispute ("Dispute Notice").
After a Dispute Notice has been issued the following procedure shall be followed by the parties (all time periods specified in this paragraph 9.3 may be amended by mutual agreement):

within 10 Working Days of the date of the Dispute Notice, a representative from BizGive and a representative from the Customer shall attempt to settle the dispute; and
if the dispute cannot be resolved by the representatives within 30 Working Days from the date of the Dispute Notice, a senior manager authorised to settle the dispute of each of the parties shall meet within the following 20 Working Days to attempt to settle the dispute.

Nothing in this clause 9 shall prevent either party from seeking injunctive relief at any time.

SECTION G - INTELLECTUAL PROPERTY, DATA AND CONFIDENTIALITY

Intellectual property rights

All Intellectual Property Rights in the Customer Materials are, and shall remain, the property of the Customer. BizGive acknowledges and accepts that it acquires no rights in or to Customer Materials other than those expressly granted by this Agreement.
BizGive IPR are, and shall remain, the property of BizGive or its licensors. The Customer acquires no rights in or to the BizGive IPR other than those expressly granted by this Agreement.
The Customer shall at the request and expense of BizGive do, and shall use all reasonable endeavours to procure that any necessary third party shall do, all necessary acts and execute all documents that BizGive may reasonably request to perfect the right, title and interest of the BizGive IPR.
The Customer shall promptly report to BizGive any infringement of BizGive IPR that comes to its attention. Without prejudice to the generality of the foregoing, the Customer shall ensure that each End User, prior to use of the Services and BizGive Materials, is made aware that the Services and BizGive Materials is proprietary to BizGive.
Save where expressly agreed in writing by the parties, the Customer acknowledges and accepts that nothing in this Agreement shall prevent or restrict BizGive from exploiting and or licensing any of the BizGive IPR to any third party.

Customer data

BizGive will try to preserve the integrity of the Customer Data and to prevent the corruption or loss of Customer Data, however cannot promise that it will do so. The Customer is responsible for maintaining all necessary back-ups and copies of the Customer Data.
BizGive shall have no liability for loss, damage, destruction, alteration or unauthorised access to or disclosure of any Customer Data, including that caused by any third party. In the event of such loss or damage, BizGive will try to restore, or assist the Customer in restoring, the lost or damaged Customer Data from the latest backup of such Customer Data.
If the Customer Data becomes corrupted or lost, BizGive aims to notify the Customer of such corruption or loss.

Data protection

Each party shall:

at all times during the term of this Agreement, comply with the applicable Data Protection Laws; and
to the extent applicable under the Data Protection Laws, obtain and maintain all appropriate registrations required in order to allow that party to perform its obligations under this agreement.

In this clause 12 the terms "personal data", "process" and "processor" shall have the meanings given in the applicable Data Protection Laws. In relation to all personal data provided or made available to BizGive by or on behalf of the Customer, to the extent that BizGive is the data processor of such personal data, BizGive shall:

process the Customer Data in accordance with the applicable Data Protection Laws;
unless required to do otherwise by applicable laws, only process personal data in accordance with the Customer's instructions;
taking into account the nature of the processing, implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;
be allowed to authorise a third party to process personal data;
not engage, after the Commencement Date, any new sub-processors for carrying out any processing activities in respect of the Customer Data without the Customers authorisation (such authorisation not to be unreasonably, withheld, conditioned or delayed). In the event that the Customer withholds authorisation and as a result BizGive cannot perform all or part of the Services, BizGive shall be entitled to terminate all or part of the Services, as appropriate, without liability to the Customer;
not, without the prior written consent of the Customer, transfer any such personal data to a country or territory outside the European Economic Area unless adequate contractual or other assurances have first been put in place such as will enable each party to comply with the requirements of the Data Protection Laws;
take reasonable steps to ensure the reliability of its personnel who have access to any such personal data and ensure that such personal data shall only be accessible by its personnel to the extent they need to know or require access for the purpose of properly performing their duties in relation to this Agreement and who, are contractually bound to maintain its confidentiality;
notify the Customer without undue delay of any breach of the provisions of this clause 12 and provide reasonable assistance to the Customer in respect of any such breach; and
provide such cooperation and assistance to the Customer as the Customer reasonably requires (taking into account the nature of processing and the information available to BizGive) in ensuring compliance with:

the Customer's obligations to respond to any complaint or request from any applicable data protection authority or data subjects seeking to exercise their rights under any Data Protection Laws, including by promptly notifying the Customer of each subject access request BizGive receives;
the Customer's obligations set out under Articles 32 – 36 of the GDPR to:

ensure the security of the processing;
notify the relevant supervisory authority and any data subjects, where relevant, of any personal data breach;
carry out any data protection impact assessments ("DPIA") on the impact of the processing on the protection of personal data; and
consult the relevant supervisory authority prior to any processing where a DPIA indicates that the processing would result in a high risk in the absence of measures taken by the Customer to mitigate the risk;

provided the Customer shall pay BizGive's reasonable costs for providing the assistance in this clause 12.2.9.2.

The Customer acknowledges that BizGive is reliant on the Customer for direction as to the extent to which BizGive is entitled to process personal data (for the avoidance of doubt this includes ensuring appropriate privacy notices are in place and ensuring that personal data is processed accordingly). Consequently, BizGive will not be liable for any claim brought by a Data Subject or a relevant regulatory authority and the Customer shall indemnify and keep indemnified BizGive against all Losses arising out of or in connection with any such claim whatsoever by a Data Subject or relevant regulatory authority.
The Customer warrants, represents and undertakes, that:

all Customer Data provided by the Customer to BizGive for use in conjunction with the Services (including the production of the Data Insight Report) shall comply in all respects, including in terms of its collection, record keeping, storage and processing, with Data Protection Laws; and
all instructions given by it to BizGive in respect of Customer Data shall at all times be in accordance with Data Protection Laws.

BizGive shall inform the Customer without undue delay if BizGive believes that a processing instruction infringes Data Protection Laws, provided that to the maximum extent permitted by mandatory law, BizGive shall have no liability howsoever arising (whether in contract, tort (including negligence) or otherwise) for any Losses arising from or in connection with any processing in accordance with the Customer's unlawful processing instructions.
BizGive shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate BizGive’s compliance with the obligations placed on it under this clause 12 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 12.6).
On the end of the provision of the Services relating to the processing of personal data, at the Customer’s cost and the Customer’s option, BizGive shall either return all of the personal data to the Customer or securely dispose of the personal data, except to the extent that any applicable law requires BizGive to store such personal data. This clause 12.6 shall survive termination or expiry of this Agreement.
The Customer shall indemnify and keep indemnified BizGive in respect of all Losses suffered or incurred by, awarded against or agreed to be paid by, BizGive and any sub-processor arising from or in connection with any:

non-compliance by the Customer with the Data Protection Laws;
processing carried out by BizGive or any sub-processor pursuant to any unlawful processing instruction that infringes any Data Protection Law; or
breach by the Customer of any of its obligations under this clause 12.

If a party receives a compensation claim from a person relating to processing of personal data received from the other party, it shall promptly provide the other party with notice and full details of such claim. The party with conduct of the action shall:

make no admission of liability nor agree to any settlement or compromise of the relevant claim without the prior written consent of the other party (which shall not be unreasonably withheld or delayed); and
consult fully with the other party in relation to any such action[, but the terms of any settlement or compromise of the claim will be exclusively the decision of the party that is responsible for paying the compensation.

The parties agree that the Customer shall not be entitled to claim back from BizGive any part of any compensation paid by the Customer in respect of such damage to the extent that the Customer is liable to indemnify BizGive in accordance with clause 12.9.
This clause 12 is intended to apply to the allocation of liability for data protection Losses as between the parties, including with respect to compensation to Data Subjects, notwithstanding any provisions under Data Protection Laws to the contrary, except:

to the extent not permitted by applicable law (including Data Protection Laws); and
that it does not affect the liability of either party to any Data Subject.

Confidentiality

Each party shall keep the other party's Confidential Information confidential and shall not:

use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement ("Permitted Purpose"); or
disclose such Confidential Information (in whole or in part) to any third party, except as expressly permitted by this clause 13.

A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.

A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that (to the extent it is legally permitted to do so), it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 13.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
On termination of this Agreement, each party shall on request from the other party:

return to the other party or destroy all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
erase all the other party's Confidential Information from its computer systems (to the extent possible); and
certify in writing to the other party that it has complied with the requirements of this clause,

provided that the Recipient may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by Applicable Law or applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by the Recipient.

Publicity

BizGive shall be entitled to use the Customer’s name, the fact that they work with the Customer and what Services they provide to the Customer in its marketing and promotional material (whether digital or paper format.

SECTION H - LIABILITY

Limitation of liability

This clause 15 sets out the entire financial liability of BizGive (including any liability for the acts or omissions of its Representatives and including any settlements) to the Customer in respect of:

any breach of this Agreement;
any representation statement or tortious act or omissions (including negligence) arising under or in connection with this Agreement; or
any other liability to the other party whatsoever.

Nothing in this Agreement limits or excludes the liability of either party for:

death or personal injury resulting from negligence;
any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party; or
any other liability which is incapable of being excluded or limited by law.

Subject to clause 15.2 except where expressly stated in this Agreement BizGive shall not have any liability to the Customer (howsoever arising, including any liability in tort) under or in connection with this Agreement for any:

loss of profits or anticipated savings;
loss of revenue;
loss or damage to reputation or goodwill;
loss of opportunity;
any loss or corruption of data or information;
losses or liabilities under or in relation to any other agreement;

and in each case whether direct, indirect, special and/or consequential loss or damage; or

for any other indirect, special and/or consequential loss or damage;

(the "Excluded Losses").

BizGive shall not be liable for a breach of this Agreement, including a breach of any warranty, in the event that any failure of the Services is caused by development work, modifications or installation undertaken by the Customer, as a result of using or in some way caused by, directly or indirectly, the Customer Materials or by events outside of BizGive’s reasonable control.

SECTION I - TERM AND TERMINATION

Termination and suspension

Without prejudice to any rights or remedies that have accrued under this Agreement, BizGive may suspend or terminate operation of the BizGive Platform at any time as it sees fit.

Effect of expiry or termination

Clauses 9, 10, 12.7 to 12.11, 13, 15, 17, 20, 21, 23 and 24 shall survive expiry or termination of this Agreement.
Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
On termination of this Agreement for any reason, the Customer shall immediately delete all Confidential Information and BizGive Materials.

SECTION J - MISCELLANEOUS AND GOVERNING LAW

Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Severance

If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

Third-party rights

No person other than a party to this Agreement shall have any rights to enforce any term of this Agreement.

Force majeure

Neither party shall in any circumstances be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from a Force Majeure Event.
If a Force Majeure Event prevents or delays BizGive or the Customer in their respective performance of a material part of their obligations under this Agreement for a period exceeding 90 days (or such other period as may be agreed between the parties), the party not affected by the Force Majeure Event may terminate this Agreement immediately on written notice to the other.

Notices

Any notice required to be given pursuant to this Agreement shall be in writing and shall be delivered personally, or by prepaid post (by airmail post if to an address outside the country of posting), or by email to the relevant party at the address either party notifies to the other in writing from time to time.
A notice shall be deemed to have been received:

if delivered personally, at the time of delivery; or
in the case of pre-paid first class post, three Working Days (or five Working Days if to an address outside the country of posting) from the date of posting; or
in the case of email, at the time the sender receives a read receipt from the recipient. Notwithstanding the foregoing in the case of any invoice sent by email, at the time the email entered the intended recipient's information systems provided that no error message indicating failure to deliver has been received by the sender.

Governing law and jurisdiction

This Agreement shall be governed by and construed in accordance with English law and without prejudice to the Dispute Resolution Procedure each party agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales.