Please read these Terms and Conditions (Terms) carefully. By applying to be (and continuing to be) a member of the My Ten Nights donation platform (Platform) via Mercy Mission UK (MMUK, we/us/our), each charity and similar organisation (Charity) for the purposes of these Terms is agreeing to these Terms. If the Charity does not wish to be bound by these Terms, the Charity should not continue to use or access any of the MMUK Services (as defined below).
MMUK carries out its charitable activities in the United Kingdom, one of which is acting as a custodian for Charity fundraising campaigns on the Platform. The Platform allows Charities to create fundraising pages for users to donate to those pages and for Charities to access data about those pages. The Platform is closed and not open to the public. As such, MMUK reviews and assesses applications from Charities to access the Platform and if accepted, registers the Charity as users on the Platform, granting access to the Charity’s Platform fundraising dashboard. MMUK then handles the funds raised by the Charity via the Platform on account and distributes those funds to the Charity subject to these Terms (together, the "MMUK Services"). The Terms govern the Charity's use of the MMUK Services. For the avoidance of doubt, MMUK does not supply the Platform and related services and use of the Platform by the Charity is subject to the My Ten Nights Terms and Conditions which are incorporated into these Terms by reference.
MMUK may change or update these Terms from time to time. The current version of the Terms will be available on https://www.mercymission.org.uk/. It is the Charity's responsibility to access and check these Terms whenever the Charity accesses or uses the MMUK Services. The latest version of these Terms will govern any future usage by the Charity of the MMUK Services.
These Terms supersede and replace all previous versions of the Terms.
For the purposes of these Terms, the “Commencement Date" shall mean the date from which the Charity is notified that the Charity has been successfully registered to use the Platform and the MMUK Services (which shall be at MMUK’s sole discretion). MMUK shall provide the MMUK Services to the Charity and the Charity shall comply with these Terms until the membership is validly terminated.
Membership is for a minimum period of one (1) month from the Commencement Date and thereafter from month to month until terminated by written notice by either party to the other, in accordance with Clause 11.1
MMUK will maintain any funds raised by the Charity via the Platform on trust in trust accounts for the Charity (Trust Accounts). These are trust bank accounts in which monies (other than the interest accruing on such monies) are held on trust for the Charity and do not belong to MMUK.
MMUK will set up arrangements to ensure that all donations received by MMUK on behalf of the Charity after deductions made by the Platform are:
paid into the relevant Trust Account and are held on trust for the Charity; and
paid out by bank transfer from the relevant Trust Account to the Charity's validated bank account within a reasonable period of receipt of an invoice from the Charity to the extent that MMUK is not prevented by events beyond its control or the Charity has not breached these Terms.
MMUK will keep proper records of all donations and income received and expenses incurred for such period as may from time to time be required by the applicable local governmental revenue body, and maintain records which relate to the Charity and the performance of the obligations hereunder.
MMUK, as provider of the MMUK Services, acts as an intermediary between the Charity and the Platform. The Charity and the individual user information resides on the Platform, MMUK does not check or exercise any editorial control over the content of such information. In the event that MMUK is made aware of or has knowledge of any unlawful activity or information on the Platform, MMUK shall promptly act to remove or disable access to the Charity Account for the Charity and request that the information be removed by the Platform. MMUK shall not be liable to the Charity as a result of its role as intermediary and is not required to notify the Charity of any such removal or disablement of access to information.
On behalf of the Charity (but provided that the Charity has appointed the designated MMUK reclamation tax officers as officers of the Charity for the purpose of reclaiming Gift Aid due to the Charity and signed and returned to MMUK a completed Gift Aid reclaim form), and subject to the Charity being recognised by HMRC as a charity and fulfilling all applicable HMRC or other requirements for Gift Aid eligibility, MMUK will make Gift Aid reclaims monthly from HMRC in respect of eligible donations.
MMUK will set up arrangements to ensure that all Gift Aid received from HMRC is paid into the Charity Trust Account (subject to having received the necessary information from HMRC to allocate that Gift Aid). Any Gift Aid received shall be paid out to each Charity periodically as agreed between the parties, normally in the same week that MMUK receives the Gift Aid from HMRC.
MMUK will capture personal information including but not limited to the fundraiser's and the donor's name, title, address and email address (Personal Data) at all times in accordance with local privacy laws, regulatory requirements and guidance as updated and amended from time to time including such laws, regulatory requirements and guidance applicable in the territory where donors and fundraisers access the Platform (Data Protection Legislation) and protect and secure such information. Charities should refer to the MMUK Privacy Policy for more details of how MMUK operates its services, processes Personal Information and uses cookies.
The Charity and MMUK will comply at all times with their respective obligations under the Data Protection Legislation.
The parties agree that for the purposes of the Data Protection Legislation the Charity is a Data Controller and MMUK is also a Data Controller.
To the extent that the Charity and MMUK share any Personal Data for the purposes of these Terms, the parties accept that they are each a separate independent Data Controller in respect of such Personal Data. Each Party:
shall comply with the applicable Data Protection Legislation in respect of their processing of such Personal Data;
will be individually and separately responsible for its own compliance; and;
do not and will not Process any Personal Data as Joint Controllers.
Each Party shall, with respect to its processing of Personal Data as independent Controller, implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1)(a), (b), (c) and (d) of the GDPR, and the measures shall, at a minimum, comply with the requirements of the Data Protection Legislation, including Article 32 of the GDPR.
To the maximum extent possible under applicable law, the parties will abide by the instructions of all donors in respect of their Personal Data.
On the Commencement Date, MMUK will provide all Charities with access to a secure, password-protected account on the Platform (Charity Account).
MMUK will not sell, trade or rent Personal Data to third parties.
The Charity will ensure that all content (including text and images) supplied by it to MMUK for display on the Platform or otherwise or which it itself posts on the Platform (including, in each case, links to any third party sites or content) will not violate any law or regulation or be defamatory, misleading, obscene or breach any intellectual property rights of a third party or breach any right of or duty owed to a third party.
The Charity will provide written confirmation to MMUK of any donations (including any Gift Aid reclaimed on the same) that it permits MMUK to reimburse to the donor. MMUK will not permit refunds without prior written consent from the Charity, unless required by applicable local laws.
Subject to local applicable laws, the Charity will permit MMUK to deduct any refunds or any chargebacks arising, from subsequent donations payable to the Charity.
The Charity will maintain the necessary authority, permit, licence, consent, approval and registration for it to fundraise (and, where applicable, for MMUK to fundraise on its behalf) in accordance with applicable local laws and if MMUK needs any such authority, permit, licence, consent, approval or registration for it to fundraise on behalf of the Charity then the Charity will, at no cost to MMUK, provide all such assistance as MMUK reasonably requires to assist MMUK with the same.
The Charity will inform MMUK immediately if, for any reason, it:
ceases to carry on operating for charitable purposes;
is found to be engaged in any corrupt or immoral practices;
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 law being suspended, revoked or withdrawn; or
ceases to have the necessary authority, permit, licence, consent, approval and/or registration for it to operate as a charity in accordance with applicable law.
The Charity will promptly provide any information reasonably requested by MMUK in order for MMUK to be able to provide the MMUK Services to the Charity effectively.
The Charity will ensure that, in each case where a donor is advised that their donation will be used for a specific purpose, appeal or outcome (Restricted Funding), that the Restricted Funding is used only for that specific purpose, appeal or outcome.
The Charity will comply with all applicable laws and regulations in its use of the MMUK Services and the Platform.
The Charity will maintain the security and confidentiality of any passwords provided by MMUK for the purpose of accessing the Charity Account and shall not share these passwords with any third party. MMUK shall not be liable for and accepts no responsibility for misuse of any Charity Account.
The Charity represents, warrants and undertakes to MMUK that:
these Terms have been accepted and agreed to by an officer who has authority to bind the Charity;
any information supplied to MMUK as part of the registration process or otherwise is true and not inaccurate or misleading in any way; and
any documents provided to MMUK as part of the Charity’s application for registration or maintenance of such registration) have been or shall be executed by a sufficient number of its duly authorised representatives.
The Charity shall not provide the donor with any gift, prize or any other form of incentive in connection with the making of any donation by the donor.
Should HMRC or any other relevant body make enquiries with MMUK regarding Gift Aid, including the Charity’s eligibility for Gift Aid reclaims, the Charity shall provide all reasonable assistance requested by MMUK in order to resolve HMRC’s enquiries or, if requested by MMUK, liaise directly with HMRC or the other relevant body.
The Charity acknowledges and agrees that MMUK is required to maintain records of Gift Aid and authorises MMUK to maintain such records for as long as considered necessary by MMUK.
All intellectual property rights created by either party in the past, present or future shall belong to that party. Nothing in these Terms shall operate as an assignment of any such intellectual property rights.
The Charity hereby grants to MMUK, its affiliates and its partners a non-exclusive, worldwide and royalty-free licence to use its name and logo in connection with the performance and promotion of the MMUK Services. This licence shall terminate automatically on valid termination of the Charity's membership in accordance with Clause 11 below.
The Charity shall be liable for and shall indemnify MMUK, its successors and assigns against any and all claims, actions, liabilities, losses, damages and expenses (including legal expenses) incurred by MMUK 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.
In consideration of the Charity assisting MMUK in fulfilling its grant-making mission and charitable objectives, the Charity shall be permitted to use the MMUK Services. Notwithstanding the foregoing, deductions will be made from donations by the Platform, but not by MMUK.
MMUK does not, and nothing in these terms and conditions shall act to, exclude or limit MMUK’s or the Charity’s liability: (i) for death or personal injury resulting from its negligence; (ii) fraud; (iii) under any indemnity contained in this agreement; or (iv) any other liability which may not by applicable law be excluded or limited.
The Charity agrees and acknowledges that MMUK does not provide the Platform or related services and so cannot be liable for any losses that arise from the Charity’s use of the Platform under any circumstances.
Further, the Charity agrees that the MMUK Services are provided on an "as is" and "as available" basis and that its use of the MMUK Services is at the Charity's sole risk. On that basis, except as expressly set out in these Terms and Conditions, MMUK does not enter into conditions, warranties or other terms in relation to the MMUK Services, and they are excluded to the fullest extent permissible by law.
Subject to Clause 8.1, in no event shall MMUK be liable (whether for breach of contract, negligence or for any other reason) for any loss or damage which the Charity may claim to have suffered indirectly, including (but not limited to) loss of profits, exemplary or special damages, loss of sales, loss of donations, loss of Gift Aid, loss of revenue, loss of goodwill, loss of any software or data, loss of bargain, loss of opportunity, loss of use of computer equipment, software or data, loss of or waste of management or other staff time, or for any indirect, incidental consequential or special loss, however arising.
Subject to the other terms of this Clause 8, the total aggregate liability of MMUK arising under or in connection with the Charity receiving the MMUK shall be limited to the total donations raised under the affected campaign(s).
Each party must at all times maintain such adequate insurances as are required by applicable law or as required to cover their liabilities to each other under these Terms.
During the term of the Charity's membership and for a period of seven (7) years thereafter, the parties shall treat as strictly confidential all information about the other which has been acquired as a result of the use of MMUK's Services and which is not in the public domain. No party shall use or disclose to any third party such information belonging to the other party without that party's prior written consent, except where required to do so by applicable law or by government regulators.
Nothing in this Clause 10 shall prevent MMUK from disclosing any confidential information:
for the purpose of the examination and certification of the MMUK’s accounts; or pursuant to section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; or
to any government department, consultant, contractor or other person engaged by MMUK, provided that in disclosing information MMUK only discloses the information which is necessary for the purpose concerned and requests that the information is treated in confidence and that a confidentiality undertaking is given where appropriate; or
where disclosure is required by Law, including under the Freedom of Information Act 200 or related legislation.
This Clause shall survive termination of these Terms.
Either party may terminate these Terms for convenience by providing thirty (30) days’ written notice of their intention to do so in writing.
the party is wound up or a liquidator or examiner is appointed;
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;
the party makes an arrangement or composition with its creditors generally; or
the party ceases or threatens to cease to carry on its business.
In addition to its rights under this Clause 11, in the event that the Charity materially breaches any of these Terms or if MMUK reasonably considers that any of the events listed in Clause 5.5 apply (or are likely to apply), MMUK may, at its sole discretion, without notice and with no liability to the Charity do one or both of the following:
Notices referred to above should be made in writing and sent by registered post to the addresses given in the Charity’s application for MMUK Services, or, in the case of notices to be sent by or to MMUK, to [email protected].
These Terms represent the entire agreement between MMUK and the Charity and supersede and replace any other representations made orally or in writing.
A person who is not a party to these Terms and Conditions has no right to enforce any term of these Terms.
If a dispute arises under these Terms or concerning its subject matter, either party may at any time give written notice to the other requesting that a meeting take place to seek to resolve the dispute. The nominated senior representatives of both parties must meet within five business days of the notice and try to resolve the dispute in good faith. If such a meeting does not take place or if five business days after the meeting the dispute remains unresolved, either party may pursue its rights at law.
Despite the existence of a dispute, each party must continue to perform its obligations under these Terms.
The foregoing shall not restrict or limit the right of either party to obtain interim, protective or interlocutory relief, or to immediately terminate these Terms where these Terms provide such a right.
These Terms and any contractual or non-contractual claim arising out of or in connection with a Charity’s use of the MMUK Services are governed by the laws of England and Wales and the English and Welsh courts shall have exclusive jurisdiction to hear any proceedings, including non-contractual disputes and claims.