Online Service Providers are required by law to have a formal Terms and Conditions for the services they provide. These are intended to help the Customers understand the terms under which the Services are being provided and their recourse in case of issues. However most of the time these terms and conditions are steeped in legalese which most of us do not understand. Unfortunately Service Providers have to do the same to ensure that they are in compliance with law and ensure that while the Services are well-explained they are protected against eventualities.
It is our belief that more than the legalese, what matters to a Customer is if they have understood the essence and the purpose behind any Agreement. So taking inspiration from Alan Siegel (https://www.ted.com/talks/alan_siegel_let_s_simplify_legal_jargon?language=en) who created a one page legally valid form to explain credit card terms and conditions, we have tried to create a one page “layman’s version” of the terms and conditions. Through this we aim to help you understand what Services we provide, what we are responsible for, what you are responsible for and what are some of the actions possible in case of issues. However unlike Alan we won’t say that this is legally valid. In case of any dispute between this layman’s version and our legal Terms & Conditions, the legal version will prevail.
Who you should be?
You, the NGO, are a not-for-profit organization, registered as a Trust / Society / Section 8/25 under a relevant Act of State or Central Government of India and are legally allowed to accept donations which means you at least have a 12A/12AA from the Income Tax Department. (Why is this important?)
The person who is accepting the terms and conditions is doing so on behalf of the organization and has been authorized by the NGO to do so. All documents provided by you are authentic and valid on the date of having been provided. You have also provided us documents post that in case the earlier documents are no longer valid.
What you need to do?
You will incorporate a small piece of HTML code on your website, provided by us, on your platform and will make the best effort basis to have your donors donate through it. You also give us the rights to incorporate the same on other websites with whom we may develop partnerships over time to help you collect more donations.
You are responsible for providing support to your donors or answering any queries of theirs. We will not be responsible in providing any support and any queries sent to us by donors will in turn be forwarded to you.
You will treat donor and payment instruction as confidential and will at all times ensure that it is sufficiently protected and not share it with any other organization or use it for any other purpose without the express consent of the donor.
If you lose your registrations to accept donations, you will need to inform us and you will need to refund all donations made since the date on which the registration was withdrawn. Any future payments to be made to you will not be made and we will refund the same to the donors.
What we provide?
We will provide you with an online platform including an online payment gateway (e.g. credit card, net banking etc) and offline collection models (e.g. cash pickup, cheque pickup etc) to assist you in collecting donations and will help you in becoming efficient through basic fundraising automation.
In providing all these Services, you understand that we are acting on your behalf and are merely an intermediary or facilitator. You are thus authorizing us to do the same by collecting both online and offline donations on your behalf
We will collect these donations on your behalf and transfer them to you at a frequency pre-decided between us. We will also send a Thank You note and an 80G receipt to the email id of the donor if you have authorized us to do the same. If the donor wants a paper copy, you will need to do that as it is your receipt. 35AC receipts have to be issued by you.
We are using the information provided by you to depict donation choices. We believe you are actually carrying on these activities. We are using the images provided by you and trust these are your images or you have rights to use these images.
We will make a payment to you at a pre-decided frequency between both of us (typically monthly). This payment will be made for the preceding period i.e. donations made from 1st-30th of the month will be paid out in the next month. These payments will be made after deducting our fees and applicable taxes. Since we are in a principal-principal arrangement there is no need for deduction of tax at source on this payment. These charges will not be refunded in any case including chargebacks, refunds or dispute. These payments will either be made via bank transfers or cheque. We will make payments separately for donations made by Indian citizens and foreign citizens into the appropriate bank accounts as informed by you.
If there are any chargebacks by donors, they will be deducted from the payment due to you or future payments that have to be made to you. If that is not possible, we will require you to immediately make this payment to us so that we may make this payment to the donor in return.
Terms & Conditions
This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
This Agreement (“Agreement”) is a legal agreement between a not-for-profit organization, registered as a Trust / Society / Section 8/25 under a relevant Act of State or Central Government of India and is allowed to accept donations by having a valid 12A certificate from the Income Tax Department, (“NGO”, “you”, “your”) and danamojo Online Solutions Private Limited (“DanaMojo”, “we”, “our” or “us”) governing your use of DanaMojo’s services whereby we shall provide an online technology platform, payment support services and technology solutions for NGOs who want to receive donations from their donors (together, “DanaMojo Services”, “Services”). The NGO Application Form and the Donation Product Details Form also form a part of this Agreement. DanaMojo and the NGO are hereinafter collectively called “Parties” and individually referred to as “Party”.
You, the NGO, have ongoing programmes, projects or activities or proposes to carry out such programmes, projects or activities (collectively referred to as “Activities”) for which you have received registration. You have submitted various documents (e.g. PAN Card, Registration Certificate, 12A, 80G, FCRA certificate, Bank Details etc) to DanaMojo to avail of its Services. You acknowledge that these documents are true and authentic and you are being provided these Services on the basis of the documents. You must immediately let us know if you lose permission by any means to accept donations including but not limited to expiry of certificates, withdrawal of exemptions etc. as well as change in any of the above documents.
You are solely responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your business and your use of our Services.
This is an important document which you must consider carefully when choosing whether to use our Services at any time. Please read the terms of this Agreement carefully before agreeing to it. The date on which you agree to the Terms & Conditions will be considered as Effective Date of the Agreement.
BY CHECKING THE “I ACCEPT all the Terms & Conditions” CHECKBOX, OR ACCESSING, USING OR INSTALLING ANY PART OF THE SERVICE, YOU EXPRESSLY AGREE TO AND CONSENT TO BEING IRREVOCABLY BOUND BY THIS AGREEMENT AND ALL OF THE TERMS SET OUT HEREIN. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PLEASE DO NOT CLICK THE CHECKBOX. WE WILL PROMPTLY CANCEL THE ASSOCIATION AND YOU MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SERVICE.
WE SHALL DEEMED TO HAVE ACCEPTED THIS AGREEMENT AND THE CONTRACT SHALL ONLY BE CONSIDERED TO BE DULY EXECUTED, VALID AND BINDING AFTER THE RECEIPT OF THE REQUIRED INFORMATION FROM YOU AND DUE VERIFICATION OF THE SAME BY US.
THE CONTRACT SHALL BE DEEMED TO HAVE BEEN RECEIVED, ACCEPTED AND FORMED AT DANAMOJO’S OFFICE, AT 2ND FLOOR, 16, WILSON GARDEN SOCIETY LAYOUT, ABOVE KANTI SWEETS, KOTHNUR DINNE ROAD, J. P. NAGAR, 7TH PHASE, BANGALORE 560 078 KARNATAKA, INDIA.
Except as provided in this Agreement and Schedules hereto, no right is granted to the NGO or to any third party.
- DanaMojo and you have entered into this Agreement on the Effective Date for you to avail the Services provided by us. We will provide you with an online donation solutions platform (including an online payment gateway) to assist you in collecting donations and basic fundraising automation.
- DanaMojo has entered into agreements with various other organizations to offer you a range of payment facilities both online and offline in respect of payment instructions initiated by your donors. In this regard, we are an intermediary or facilitator between your donor and you.
- In order to use these Services, you must be approved and registered with us and shall provide us with all documents needed to do the same.
- As the individual, who accepts these terms and conditions, you accept that you are at least 18 (eighteen) years of age and have been authorized by the NGO to act on its behalf.
- Our Obligation to You
- We shall provide you with a technology platform to allow your donors to donate to you using different modes of payment both online and offline e.g. credit cards, netbanking, cash pickup, cheque pickup, etc.
- Through our Service, donation choices offered by you can be displayed via a software application on any online platform.
- In order to serve in this role, we have entered into agreements with various organizations (hereinafter referred to as “Partners”) who are in the business of providing logistics services and information technology services, including but not limited to, courier services, internet based electronic commerce, internet payment gateway and electronic software distribution services, to enable use of internet payment gateways developed by them, to
- Route internet based valid card transactions;
- Offer various facilities through the internet, including net banking facilities;
- Provide authorization from Card Associations or other third party clearing houses; and
- Provide settlement facilities in respect of payment instructions initiated by the donors
These transactions are between you and your donors and we are only acting as an intermediary. We are NOT
- a payment System Provider as defined under the Payment and Settlement Systems Act, 2007,
- a banking company as defined under the Banking Regulation Act, 1949 or
- a non-banking financial company as defined by the Reserve Bank of India Act, 1938.
- We are neither concerned nor required to monitor in any manner the selection of the payment modes by the donors for donating to the choices available. The donors should be required to use the payment modes at their sole option and risks. You shall be required to notify this responsibility to all your donors.
- Once the payment is received by our Partners, they will transfer the same to our Bank Account. You authorize us to receive, hold, disburse and settle the payment in accordance with and subject to the provisions of this Agreement. We shall periodically disburse this payment to you after deduction of our charges as defined in this Agreement and / or its addendums. Such disbursements are contingent upon the NGO fulfilling its obligations under this Agreement or such other terms and conditions as may be stipulated by us.
- If applicable, we will issue a Thank You note and an 80G receipt electronically to the donor on your behalf as per our understanding with you. We will issue this receipt when we receive a payment confirmation from our Partners. In any situation if the payment is subsequently reversed, chargebacked or taken back for any other reason, this receipt will not be considered valid.
- We will issue the 80G receipt in electronic format and will be sent to the donor via e-mail at the email address provided by the donor at the time of making the donation. The same will also be sent to you as per the email address provided by you for this purpose. If the donor requires a paper receipt, you will need to address the same and provide resolution to the donor.
We are bound by this Agreement to not share the donor information of the donor with any other party, other than you, including other NGOs or third parties for any promotions related or unrelated with donations.
- Your Obligations to Us
In consideration of DanaMojo providing the Services, you hereby agree, confirm, declare, assure, undertake and covenant as under:
- You are a registered non-profit organization, registered as a Trust / Society / Section 8/25 under a relevant Act of State or Central Government of India and allowed to accept donations by having a valid 12A/12AA registration from the relevant statutory authorities and all these registrations are currently valid and have not expired, suspended or withdrawn i.e. in essence you have all the necessary approvals so required to receive donations from donors.
- You shall obtain suitable tax exemption or deduction status, or other tax benefits that may be passed on to donors, if you do not have the same already. You shall comply with all applicable laws and regulations while accepting donations from its donors.
- All the information provided to us by you regarding your registration and Activities is true at the time of providing the information. You will communicate any change in the same at the earliest possible.
- You shall provide full support and co-operation to us to develop content for your donation choices and any other collateral for other purposes. Please note that content for donation choices so developed by us can only be used on our platform. You will have full rights to the same for use on our platform and towards directing donations to happen through our platform. Using the said content on any other platform will constitute breach of intellectual property and can result in your suspension from the platform.
- You shall be solely responsible for the accuracy of all information including but not limited to the tax benefit available to the donor and the validity of the costs of the donation choice. You shall inform us of any change in this information to ensure that your donors see the latest information at all times.
- The costs mentioned by you for any donation choice should not be more than what is available on any other site/platform. You shall ensure that the lowest costs are mentioned through this Service.
- You are the rightful holder of the copyright of all images provided by you or that you are allowed to use the images by the holder of the copyright. In essence, you have the rights to share these images and display them on your or any other website and in so doing, you are not infringing on the copyrights of any third-party.
- You authorize us to verify your identity and credentials of the NGO in any manner as we see fit from time to time. You will provide us with any information or documents, act in accordance with our instructions and assist us for the purpose of this verification.
- You will incorporate DanaMojo Software Application provided by us on your Website to start accepting donations through our Services and will make the best possible effort to reach out to your donors to donate through it. Removal of the DanaMojo Software Application from your Website can constitute a breach of this agreement and will indicate that you are no longer interested in our Services. In such a case, DanaMojo reserves the right to suspend you from its Platform with immediate effect.
- You shall be responsible at your own costs for providing and maintaining all necessary equipment, software and facilities at your end to ensure that your Website is able to accept donations at all times using our Service. You shall routinely and at intervals specified by us check the above-mentioned and provide such reports and/or conduct such tests as may be required by us from time to time. In case your Website is not working at any point in time, please ensure that you take all necessary action to get it up and running. Outage of a Website for a considerable amount of time (more than 1 month) can result in suspension of your account with DanaMojo. In such a case, DanaMojo reserves the right to suspend you from its Platform with immediate effect.
- You give us the right to collect payments from donors and manage the logistics in relation to the Services in the manner we deem appropriate, for and on your behalf. You understand that we are acting on your behalf and you allow us to accept donations on your behalf in various modes both online and offline (e.g. cash, cheque, demand drafts etc.). You assign all rights in relation thereto.
- You authorize us to hold, receive, disburse and settle funds on your behalf. This authorization permits us to transfer the payments received from your donors to your Bank Account as designated by you. The authorization will remain in full force and effect until this Agreement is in force.
- You shall ensure that all donations received through us are utilised within a reasonable timeframe for the activity or purpose related to the donation choice selected by the donor. In case you are unable to utilize the same for the activity or purpose chosen by the donor in whole or in part, you shall notify the donor of the same and take further action based on the response of the donor. If the donor does not respond within a reasonable timeframe, you may choose to utilize the donation as you see fit. All risks associated with the Activities carried out by you shall solely be your and we shall have no liability in this regard. Any and all disputes regarding the same shall be resolved directly between you and the donor without making us a party to such disputes. You shall indemnify us against any claims made by the donor and/or any third party in relation to these donations delivered in accordance with the terms of the Agreement.
- You grant us the rights to issue 80G receipts on your behalf if you have so chosen to do so. We shall issue this receipt based on the information and documentation provided by you and will deem this to be correct unless informed otherwise by you. This receipt is the NGO’s receipt and we are only providing a technology platform to issue the receipt. You shall bear full responsibility and liability towards ensuring that you have all the necessary registrations required at the time of the receipt being issued. DanaMojo has no liability whatsoever on the receipt in case the information provided by you is not true or you do not have the requisite registrations at the time the receipt is issued and fail to inform us of the same.
- In case you have chosen to issue receipts yourself, you shall issue 80G receipts to the donor within 30 days of receiving the donation. In case you have permitted us to issue 80G receipts on your behalf no action is required. In case you have chosen to issue the receipt post disbursement of the money through our Services, you will do so within 2 working days of receiving the payment.
- In certain cases, (e.g. projects eligible for 35AC tax benefit), we cannot issue the receipt on your behalf. In all such cases, you shall issue the receipts within 30 days of receiving the donation.
- You shall, at all times, provide a reasonable level of service support to your donors. All donor queries shall be answered by you and any query received by us from the donor will be forwarded to you. You shall aim to respond to the query of the donor within 2 working days or respond seeking more time from the donor. Under no circumstances shall we be responsible for service support to the donor or any third party.
- You shall maintain all necessary records and documents in relation to the transactions undertaken through us. This includes the donations received through us, usage of donations for the purpose specified and mailing of tax certificates and receipts if applicable. We shall have the right to inspect such records and documents related to these transactions.
- You shall ensure that only authorized personnel at your end have the username/password required to access the Services provided by us including information about the NGO and its donations. Further only authorized personnel are making changes to this information.
- You shall comply with all applicable laws, rules and regulations in collecting donations as laid down by the relevant authorities. You shall ensure that all requisite approvals, licenses and registrations, etc in accordance with all laws, rules, regulations, guidelines in force in India from time to time, have been obtained and are kept in full force and effect to enable you to collect donations and to carry on your Activities.
- You shall ensure that all compliances are met within the deadlines specified by the authorities for the same. You shall provide information on the same to us upon request or on a periodic basis as may be specified by us. This includes but is not restricted to attested true copies of registration certificates, 12A certificate, 80G certificate, FCRA certificate (as may be applicable) and any other documents from government authorities. In addition, you will also produce attested copies of audited annual financial statements, annual reports, etc upon request or on a periodic basis as may be specified by us. You agree that ongoing compliance is a key responsibility of the NGO under the laws of the land and failure to comply shall, without prejudice to the other provisions of this Agreement, result in withdrawal of the Services offered by us with immediate effect. You shall not conduct any Activities in violation of any law or legal requirement of any applicable jurisdiction and shall keep us fully indemnified for all times to come in this regard.
- You permit us to incorporate the DanaMojo Software Application on your behalf on other Partner websites to help you raise more donations. All donations obtained through this route shall also constitute your donations and will be bound by this Agreement.
- You hereby agree and acknowledge that DanaMojo and its personnel or auditors (internal or external) or legal advisors and regulators (including but not limited to the RBI or persons authorised by RBI) shall have the right to physically inspect and/or audit all records of the NGO that relate to the arrangement captured in this Agreement and to ensure compliance thereof by you. You shall permit entry into such premises where the records are maintained with upon receipt of a reasonable prior notice from us.
- You agree that we reserve a right to suspend its Services to you under the Agreement in the event you fail to observe the aforesaid covenants, in any manner whatsoever.
- Payment & Settlement to You
- We shall transfer the payment to be made to you at a frequency decided with you. Payment made to you will be after deduction of fees payable to DanaMojo by you. This payment will be made from our bank account to your bank account.
- Payment will be made separately for donations from Indian citizens and foreign citizens into the designated bank accounts at your end. Donations from foreign citizens will only be allowed if you hold a valid FCRA registration.
- This payment will be made after reconciliation of the payments made by the donor at our end and after actual receipt of the same in our bank account.
- If there is an incorrect payment in your bank account due to a mistake on our or our Bank’s part, we shall have the right to reverse the same from your bank account or adjust against the next payment due to you. If we are unable to do so for any reason, you shall be fully liable to return the extra funds settled within 7 (seven) days of intimation by us.
- All conversion of exchange from one currency to another will be done at such exchange rates as DanaMojo may, at its sole discretion, determine based on prevalent exchange rates in the international markets. In all cases, the conversion shall be done at rates as close as possible to the rates actually received by DanaMojo itself.
- You hereby agree that all payments with respect to refunds and chargebacks shall be the sole responsibility of the NGO and you shall not hold us liable for any claims, disputes, penalties which may arise in connection with such refunds or chargebacks to you or the donor. You indemnify us in respect of any claims, disputes, penalties, costs and expenses arising directly or indirectly in relation to refunds or chargebacks for all transactions initiated and instructed by your donors.
- Notwithstanding anything contained anywhere in this Agreement, you understand that we reserve the right to reject any donor payments for reasons including but not limited to unlawful, unenforceable, doubtful or erroneous transaction, chargeback, refund, fraud, suspicious activities, card authentication and authorization issues, overpayment made due to mathematical errors or otherwise, penalties incurred, transaction related issues, issues related to appropriate utilization of funds etc., if the transaction was not made in accordance with our requirements.
- In the event of rejection of payment, chargeback, refunds or other outstanding amounts due to us and the donor by the NGO, we reserve the right to reverse the credit given to the NGO bank account or set-off the payment amount rejected, chargeback or refunded or the outstanding amount against future payment payable to the NGO.
- You indemnify us from all liability for financial transactions that are not honoured by the donors, including, but not limited to credit card charge backs, cheques that are dishonoured, online transactions reversed at the request of the donor, stop-payments and the like. In all cases where the NGO has already received payment which is subsequently dishonoured, the NGO undertakes to make good any repayments that we will have to make on account of such dishonouring of the donation by the donor.
- All payments due to the NGO may be suspended or delayed till such time we deem fit, if
- you or your donor or a third party commits any fraud or violates any law or legal requirement;
- we have reasons to believe that a fraud has been committed against us, the donors and/or any third party by you, your donors or any other third party;
- the NGO has excessive pending chargebacks or possess high chargeback and/or refund risk;
- continuous complaints from donors and/or third-party in terms of not carrying out of Activities as provided to us; or
- for any other reasonable reasons.
- In case, if we determine after due enquiry that any payment is not valid, we shall be entitled not to pay the same at all and you agree and undertake not to raise any claims.
- If we find that you are incurring an excessive amount of chargebacks, we may establish controls or conditions governing the transactions contemplated under this Agreement, including without limitation, by
- establishing new processing fees,
- creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees,
- delaying payouts, and
- terminating or suspending the Services.
- In the event of a chargeback dispute relating to a transaction contemplated under this Agreement (“Disputed Transaction”), on any grounds whatsoever, we shall notify you of the same. On such notification you shall conduct an internal review of such matter and shall within 5 (five) days from receipt of notice, revert to us either:
- Requesting us to refund (”Refund Request”) the donor payment received by us in respect of such transaction (“Refund Monies”); or
- Providing us with a statement explaining how the Disputed Transaction is not warranted together with all documentary evidence in support of contesting such Disputed Transaction.
In the event that you:
- provide a Refund Request to us; or
- fail to provide Refund Request and fail to contest such Disputed Transaction within the aforesaid period or contests Disputed Transaction without providing supporting documentation to our satisfaction,
we shall be entitled to recover the Refund Monies from you against future payments payable to you.
- If you lose the statutory requirements required to accept donations, you shall inform us of the same immediately. Any donations made to you post the date on which you have lost the statutory approval will be refunded to your donor and not be paid to you. In case such payments have already been made to you, you will be required to refund these amounts back to us so that we may refund the same to the donor.
- In case future payments/Reserve payable to the NGO is not sufficient to cover any outstanding amount from you (due to reasons including but not limited to high chargeback risk, credit risk, refund risk, non-payment of maintenance fees or other amount payable to us or any other indications of performance problems related to the use of our Services), then the you shall pay us the remaining amount due immediately upon request. We shall be entitled to charge daily interest on such Outstanding Amount from the date of request until the date of payment in full, at the rate of 1.5% per month. In addition, we will have the right to recover from the you by any other means, which may be available to us under the law. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the outstanding amount and the collection of same from you.
- Our Fees
- You shall pay us a Transaction Discount Rate (“TDR”) per transaction. The TDR (and any applicable taxes) shall be deducted by us from the payment payable to you in respect of each completed transaction. The applicable TDR has been decided with you and you agree to the same in the documents you submitted to us.
- TDR charged by us in respect of a transaction that has been confirmed shall not be returned or repaid to the NGO or any other person irrespective of the payment being rejected, charged back, refunded or disputed.
- This TDR is exclusive of all taxes including applicable service tax in relation to the Services rendered by us.
- The relationship between DanaMojo and you is on a principal-to-principal basis. Nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between the Parties hereto or any affiliates or subsidiaries thereof or to provide either Party with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other Party. As a result, the fee payable by you is not subject to deduction of tax at source.
- We reserve the right to revise the TDR or any other charges periodically, and will intimate you of any such change within reasonable time before making such a change by email or other form of communications.
- Relationship between the Parties
- The relationship between DanaMojo and you is on principal-to-principal basis. Nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between the Parties hereto or any affiliates or subsidiaries thereof or to provide either Party with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other Party.
- We have no connection or interest of whatsoever nature in your Activities or the donations choices offered by you through us. We shall provide the Services to you as an independent entity and under this Agreement. We have no relationship with your donors and all actions under this Agreement which may affect the donors are agreed by you. You alone shall be responsible to the donors and neither we nor our Partners nor anybody connected to us shall have any responsibility or liability towards the donor. You shall keep us and our Partners fully indemnified for all times to come in this respect.
- Term & Termination
- This Agreement shall come into force on the Effective Date and shall be valid from the Effective Date until earlier termination as per the terms and conditions of this Agreement (“Term”). It is hereby clarified that the Services availed by you shall be co-terminus with this Agreement. This Agreement shall automatically stand terminated upon termination and/or determination and/or expiry of this Agreement.
- This Agreement and/or the applicable Services, may be terminated with immediate effect in case the NGO is no longer allowed to accept donations.
- This Agreement and/or the applicable Services, may be terminated by either Party by giving 30 (Thirty) days’ prior written notice to the other Party. However each Party can give the other Party written notice of 15 (Fifteen) on the happening of any of the following events:
- if it becomes or is declared bankrupt, insolvent or goes into voluntary or compulsory liquidation; or
- if any distress or attachment is levied, or any receiver is appointed in respect of the business or a substantial part of the property or assets of the other Party, or if it takes any similar action in consequences of debt; or
- the other Party is prohibited by any regulatory or statutory restriction from continuing to provide services under this Agreement.
- if it is in breach of any provision of this Agreement and/or the terms and conditions of the Platform and such breach has not been remedied (to the reasonable satisfaction of the non-defaulting Party) within 15 (Fifteen) days.
- The Parties recognise that this Agreement is based on mutual consent alone, and neither Party has any enforceable rights on the other, save as envisaged in this Agreement.
- However, DanaMojo reserves the option to forthwith terminate this Agreement and / or access to its Services by giving reason to the NGO including but not limited to fraudulent, abusive or otherwise illegal activity.
- The termination of this Agreement shall not affect the rights or liabilities of either Party incurred prior to such termination. In addition, any act performed during the term of this Agreement which may result in a dispute post termination or any provision expressed to survive this Agreement or to be effective on termination or the obligations set out in this Clause shall remain in full force and effect notwithstanding termination. Subject to other Clauses of this Agreement, both Parties shall undertake to settle all outstanding charges within 30 (thirty) days of the termination taking effect.
- You agree and confirms that you alone shall remain liable after the termination of this Agreement for all chargebacks, refunds, penalties, loss, damages or cost incurred by us and/or donors and for all claims and proceedings arising against us with respect to this Agreement. At the time of termination, we may retain an amount from the payment payable to the NGO to cover chargeback risk, refund risk or any potential loss, damages, penalties, cost that may be incurred by us for a period of 210 business days. Subject to this Clause and any other Clause of this Agreement, all payment to the NGO after notice of termination shall be done post termination. In the event that such retained amount is not sufficient to cover all outstanding amounts owed by the NGO post termination, the NGO shall ensure that it pays DanaMojo all pending amounts within 10 (ten) days of receiving the demand notice. This Clause survives the termination of this Agreement.
- Where any payments claimed by DanaMojo exceeds the payment due to you, the difference thereof shall be a debt due from you to us and be recoverable by appropriate legal action, as deemed fit by us. In the event that you do not make the requisite payments to us by the due date or on demand as required under this Agreement, we shall be entitled to charge daily compounded interest on such overdue amount from the due date until the date of payment in full, at the rate of 1.5% per month. This section shall not preclude us from recourse to any other remedies available to it under any statute or otherwise, at law or in equity.
- In case, we receive considerable donor complaints or dispute cases or chargebacks or we become aware of the fact that you have misrepresented your Activities or do not have the necessary permissions to continue accepting donations, we reserve the right to suspend or terminate our Services to you permanently and refund the donations to the donors.
- We will not be liable to you for compensation, reimbursement, or damages in connection with our Services, or any termination or suspension of the same except the payments that are due to you. Any termination of this Agreement does not relieve you of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by you to us.
- Intellectual Property Rights
- You grant us a non-exclusive, royalty-free, limited license to use, display and reproduce your logo and images solely in connection with your use and our marketing of our Services. You confirm that you have the right to use the said logos and photos and to grant us the permission to use the same. You shall continue to retain all intellectual property rights for these.
- You indemnify us against any claims, losses, damages incurred by us due to any third party claim of infringement of intellectual property in relation to your Activities, logos and photos.
- All content related to donation choices created by us can only be used on our Platform or for the purpose of seeking donations from our Platform. We reserve the rights to the same to be used only for your specific purpose and you have rights to the same to be used for any donation through our platform. Using the content of these donation choices on any other platform shall constitute breach of Intellectual Property under this Agreement and can lead to suspension of your account and legal action to make good the damage suffered by DanaMojo as a result of this activity.
- We reserve the right to remove any content from our Services at any time for reasons including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if we come to know that the NGO may have breached third-party intellectual property rights. We shall inform you about the action taken and the reason for the same.
- We grant you a non-exclusive, royalty-free, limited license, to use, display and reproduce the trademarks, service marks and logos of DanaMojo solely in connection with the Services offered by us in accordance with the terms and conditions of the Agreement. You shall prominently display, on the NGO Website and in other online marketing materials, a statement/logo/image and/or any other content provided and approved by us on request. You, through your authorized representatives, are also allowed to electronically access and use our Services for its intended purpose.
- Neither Party shall in any manner exploit the intellectual property rights of the other Party and the usage of the intellectual property of each Party shall, at all times, be in compliance with such approval and policies as may be notified from time to time by each of the Parties. Each Party undertakes not to infringe the intellectual property rights of the other Party, whether directly or indirectly through any third party. Neither Party has the right to sublicense or assign these rights to any third party.
- In relation to our Services under this Agreement, you may utilize DanaMojo’s website, DanaMojo’s Software Application and any other intellectual property developed by us consisting of proprietary information and know-how, belonging either to us or other software vendors, all of which are and shall, at all times, remain the exclusive property of DanaMojo. You shall have no title, right, interest or claim in the above-mentioned intellectual property in any manner whatsoever. You will use these for the limited purpose of availing the Services offered under this Agreement.
- You undertake you or your employees or your agents shall not use the DanaMojo Software Application, in any form whatsoever, so as to design, modify, transform, re-arrange, adapt, realize, distribute or market a similar, derivative or equivalent software program, in any manner whatsoever. In particular, but without limitation, you undertake, not to allow unauthorised use of or access to the DanaMojo Software Application and not to disassemble, reverse engineer, decompile, decode or attempt to decode the DanaMojo Software Application or allow the DanaMojo Software Application to be disassembled, reverse engineered, decompiled or decoded, or to in any way override or break down any protection system integrated into the DanaMojo Software Application.
- You fully understand that due to access of the donors to DanaMojo’s website and/or the DanaMojo Software Application, DanaMojo may create or generate database in respect of such donors. DanaMojo assures the NGO that such a database will not be shared with any other third-party (excluding as required by law) including NGOs and shall not be used for any communication with the donors apart from specific communication related to that particular donation.
- While we want you to enjoy our Services subject to these Terms and Conditions, you should not yourself or permit any third party to do any of the following:
- copy, reproduce, alter, modify, dismantle, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from us;
- transfer any rights granted to you under these Terms and Conditions;
- violate the restrictions in any robot exclusion headers, work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled by our Services, or decompile, disassemble, decode or attempt to decode or reverse engineer our Services or in any way override or break down any protection system integrated into the Services;
- perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to use of our Services to us or others, or impose an unreasonable or disproportionately large load on our infrastructure;
- create a derivative software program;
- Otherwise use the Services except as expressly allowed under this Agreement.
- Any use of the Services other than as specifically authorized herein may result in, among other things, termination or suspension of your right to use the Services. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes.
- Unless explicitly stated herein, nothing in these Terms and Conditions shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time, and will continue until such time as you cease to use or access our Services or the same is terminated by us.
- Both Parties agree to keep and cause their respective affiliates, directors, officers, representatives, employees and agents, as the case may be, in confidence and not disclose to others all knowledge, information and data furnished and claimed and explicitly notified as confidential by either Party to be proprietary, disclosed in writing or orally, either before or after the execution of the Agreement (“Confidential Information”). Both Parties agree that they shall not use, nor reproduce for use, in any way, any Confidential Information of the other except in relation to the performance of its obligations under the Agreement. Both Parties shall prevent any unauthorized disclosure, copying, use, distribution, or transfer of possession of such information. Dissemination of Confidential Information by each Party shall be limited to those employees with the need to such access for the advancement of the goals anticipated under this Agreement.
- Each Party agree to protect, at all times, the Confidential Information of the other Party with the same standard of care and procedures used by themselves to protect their own Confidential Information.
- Exception: The aforesaid confidentiality obligations shall not be applicable and shall impose no obligation on either Party with respect to any portion of Confidential Information which:
- was at the time received or which thereafter becomes, through no act or failure on the part of either Party, generally known or available to the public;
- is known to either Party at the time of receiving such information as evidenced by written documentation then rightfully in the possession of either Party, as the case maybe;
- is independently developed by the receiving Parties;
- is furnished to others by either Party without restriction of disclosure;
- is thereafter rightfully furnished to either Party by a third party without restriction by that third party on disclosure; or
- needs to be disclosed to professional advisers or in accordance with the order of a competent court or administrative authority;
- has been disclosed pursuant to the requirements of law, any Governmental authority, any stock exchange regulation or any binding judgment, court order or requirement of any court or competent authority, provided however, that either Party shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective
- The covenants of confidentiality set forth herein shall survive and continue and be maintained from the date of execution of the Agreement until 1 (One) year after expiry or prior termination of the Agreement.
- While DanaMojo will make all reasonable efforts to provide uninterrupted and correct Service subject to down time and regular maintenance, you acknowledge that the availability of the Services may not be uninterrupted or error free or free from any virus or other malicious, destructive or corrupting code, program or macro and we disclaim all warranties, express or implied, written or oral, including but not limited to warranties of ability and fitness of the Services for a particular purpose.
- Although we adopt security measures we consider appropriate for our Services, we does not assure or guarantee that no person will overcome or subvert the security measures and gain unauthorized access to our Services and donor data.
- We shall not be responsible or liable if any unauthorized person hacks into or gains access to our Service. We shall not be liable to you for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, as a result of loss of data, interruption or stoppage of our Service, non-availability of connectivity between the NGO’s Website and our website, etc.
- Any material/information downloaded or otherwise obtained through our Service is at your discretion and risk and you shall be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from us shall create any warranty. You indemnify us against any liability in this respect.
- DanaMojo’s sole obligation and your sole and exclusive remedy in the event of interruption of the Services shall be to use all reasonable endeavors to restore the Services as soon as reasonably
- We shall have no liability for any failure or delay in performing its obligations under this facility if such failure or delay:
- is caused by your acts or omissions;
- results from actions taken by us in good faith to avoid violating a law, rule or regulation of any governmental authority or to prevent fraud on cardholders/accounts; or
- is caused by circumstances beyond our control, including but not limited to vandalism, hacking, theft, phone service disruptions, Internet disruptions, loss of data, extreme or severe weather conditions or any other causes in the nature of Force Majeure event.
- Representations & Warranties
- You represent and warrant to us that:
- The person acting on your behalf is at least 18 (eighteen) years of age and has been authorized by you;
- You are registered as a Trust / Society / Section 8/25 under a relevant Act of State or Central Government of India and are allowed to accept donations by having a valid 12A certificate from the Income Tax Department;
- The name under which you registered with us is your legally registered name under which you perform the Activities for which you receive donations from us and your Donation Choices accurately describe these Activities;
- You shall fulfil all obligations to each Donor for which you receive payment from us;
- You shall resolve any donor dispute or complaint directly with the donors;
- It shall not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Service. Use of the Service to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Mail list, Listserv, any form of auto-responder, or “spam” on the Platform, or any process that is run or is activated while you are not logged on to the Service, or that otherwise interferes with the proper working of or places an unreasonable load on the infrastructure of the Service.
- You shall not use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any portion of the Service. You shall not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Service.
- Each Party represents warrants and undertakes to the other Party that:
- it is duly organized and validly existing and functioning under the laws of the jurisdiction in which it is established;
- it has the power to execute, deliver and perform this Agreement and that this Agreement has been duly and validly authorized, executed and delivered by it;
- its obligations hereunder constitute legal, valid, binding and enforceable obligations;
- the execution and delivery of this Agreement and the consummation of the transactions contemplated herein do not breach its constitutional documents or any law, provisions of any contract or order of court applicable to it;
- it shall not infringe or violate the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party;
- it shall not engage in Activities or Services that are harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable;
- it shall not impersonate any person or entity, including without limitation any employee or representative of either Party;
- there are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions, governmental investigations, orders, judgments or decrees of any nature made, existing, or pending or threatened or anticipated, which may prejudicially affect the due performance or enforceability of this Agreement or any obligation, act, omission or transactions contemplated hereunder;
- it shall procure and keep all licenses, registrations, authorizations and clearances under applicable laws valid with respect to its Activities and the business carried on by the Party from time to time, including but not limited to all municipal local, state and central registrations and shall not violate any law, statute, ordinance or regulation;
- it shall, at all times, comply with statutory requirements and make timely payment of all statutory dues, including and not limited to taxes, cesses etc. relating to its Activities and Services as and when the dues become payable to the relevant statutory authorities;
- it will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Services;
- the use of the Services will be in compliance with this Agreement;
- it shall not carry out any activity, which is banned or illegal or immoral;
- it shall not display any material on its Website if the act or manner of such display is contrary to any applicable law, regulation, government policy, order or guideline including all applicable laws and regulations or which is detrimental or harmful to the interest of either Party;
- You represent and warrant to us that:
- Data System, Security and Compliances
- Security: The Parties shall ensure that there are proper encryption and robust security measures to prevent any hacking into information of the donors and pertaining to payment transactions under this Agreement, in accordance with applicable laws including but not limited to the Information Technology Act, 2000 and the rules made thereunder. The donors shall not be required or asked to disclose any confidential or personal data, which may be prejudicial to the interests of the donors except as required by law. In the event either Party fails to comply, such Party shall indemnify the other Party for any loss, damages incurred by other Party and/or any claims made against the other Party due to non-compliance with the provisions of this clause.
- Security Requirements: The Parties declare, assure and undertake to abide by the relevant security standards / regulations / requirements / guidelines, which would be applicable to the conduct of the transactions contemplated under the Agreement, including, without limitation,
- regulatory provisions as may be applicable from time to time including but not limited to the Information Technology Act, 2000 and the rules made thereunder,
- security measures and resultant hardware/ software upgrade consequent upon upgrade of either Party’s systems and procedures with a view to ensuring security of transactions,
- maintenance, protection, confidentiality and such other requirements with respect to transaction data as may be imposed by any regulatory or standards authority as applicable, and any modifications to or replacements of such programs that may occur from time to time.
- Any information derived from any transaction in relation to our Services in respect of the donor (including the names, addresses and contact numbers, etc) is confidential and constitutes personal information for arrangements under the terms of the Agreement. Unless otherwise permitted or required by law, either Party shall:
- only use the donor information for the purposes of the Agreement, and resolving any refunds in accordance with the terms of the Agreement;
- not provide, buy, sell or exchange a donor’s name or personnel information in any form other than in accordance with the provisions of applicable laws including but not limited to the Information Technology Act, 2000 and the rules made thereunder;
- use proper controls for all records containing information pertaining to a donor and limit access to selected employees strictly on a need to know basis;
- ensure any third party handles this data in compliance with laws as per the terms and condition so specified in the Agreement. Each Party is responsible for the transaction data handling actions of such third parties and either Party shall indemnify the other Party for any loss or damage caused due to acts or omissions of such third party. Each Party shall ensure that the third party is compliant with relevant applicable laws, rules and regulations.
- Governing Law and Dispute Resolution
- In the event any dispute arises between the Parties out of or in connection with the Agreement, including the validity thereof, the Parties hereto shall endeavor to settle such dispute amicably in the first instance. The attempt to bring about an amicable settlement shall be treated as having failed as soon as one of the Parties hereto, after reasonable attempts, which shall continue for not less than 15 (Fifteen) calendar days, gives a notice to this effect, to the other Party in writing.
- In case of such failure, the dispute shall be referred to a sole arbitrator, who shall be mutually appointed by the Parties. In the event the Parties are unable to mutually agree on the identity of the sole arbitrator in the manner specified above, then the arbitration proceedings shall be conducted by the three Arbitrators of which the first arbitrator shall be appointed by DanaMojo, the second arbitrator by the NGO and both such arbitrators appointed shall mutually appoint the third presiding arbitrator. The Arbitration proceedings shall be governed by the (Indian) Arbitration and Conciliation Act, 1996 and shall be held in Bangalore and the language of arbitration shall be English.
- This Agreement shall be governed and interpreted in accordance with Indian laws and, subject to the provisions of the above two clauses, the Parties submit to the jurisdiction of the courts at Bangalore.
- General Provisions
Each Party hereby undertakes and agrees to indemnify, defend and hold harmless, the other Party, its parents, subsidiaries, affiliates, officers, associates successors, assigns, licensors and employees, or any of their respective officers, directors, employees, at all times against any and/or all direct actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses, including but not limited to arising from or in connection with the other Party’s obligations under this Agreement or breach of the representations and warranties made under this Agreement on the part of either Party or due to any act or omission of either Party in relation to the services.
The indemnities herein are in addition to and without prejudice to the indemnities given elsewhere in this Agreement and shall survive the termination of the Agreement.
- Limitation of Liability
In no event shall we, our directors, employees or agents, be liable to you for any direct, indirect, incidental, consequential, punitive, special or exemplary damages or for any damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use or inability to use the Services, including without limitation any damages caused by or resulting from reliance by you on any information obtained from us or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to our records, programs or services.
In no event shall our aggregate liability, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use or inability to use our Services exceed the sum equivalent to the preceding one month’s aggregate fee earned by us, as a result of transactions made by donors towards you, under this Agreement from the date of occurrence of such liability. In no event shall we be liable to the Donors or any third party.
For information regarding our treatment of personally identifiable information, please refer to our current
By using our Services, you may receive personal information about donors. You must keep such information confidential and only use it in connection with our Services. You may not disclose or distribute any such information to a third party without the express consent of the Donor.
It is agreed and clarified that this Agreement is on a non-exclusive basis and the Parties are at liberty to enter into similar terms and agreements with others.
No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor any single or partial exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
If any provision of this Agreement Terms and Conditions is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision will apply with such deletions as may be necessary to make it valid. If any court/tribunal of competent jurisdiction holds any of the provisions of this Agreement unlawful or otherwise ineffective, the remainder of this Agreement will remain in full force and the unlawful or otherwise ineffective provision will be substituted by a new provision reflecting the intent of the provision so substituted.
Each Party agrees that the other Party can provide disclosures and notices required by law and other information by emailing it to the email address provided by the Parties. For the NGO it shall be the email id provided at the time of registration or updated later. For DanaMojo it shall be firstname.lastname@example.org. Each Party agrees that electronic disclosures and notices have the same meaning and effect as paper copies. Such disclosures and notices are considered received within 24 hours of the time emailed unless notice is received that the email was not delivered.
DanaMojo may assign, in whole or in part, the benefits or obligations of this Agreement to its associates or affiliates of other group company, pursuant to a restructuring or re-organization or demerger of its organization or operations. DanaMojo shall provide thirty (30) days prior intimation of such assignment to you, which shall be binding on the Parties to this Agreement. The NGO may not transfer or assign these Terms and Conditions, and any rights and licenses granted hereunder. The Agreement shall not confer upon any person other than the Parties to the Agreement the benefit of any rights or remedies hereunder.
- Survival of Provisions
The terms and provisions of this Agreement that by their nature and content are intended to survive the performance hereof by any or all Parties hereto shall so survive the completion and termination of this Agreement.
- Right to Amend or Modify
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service with or without notice. We may also change the offerings of the Service, including applicable fees, at our sole discretion. If you do not agree to the changes, you must stop using the Services. Your use of the Services after implementation of the change(s) will constitute your agreement to such change(s). You shall not hold DanaMojo liable to itself or to any third party for any modification, suspensions, or discontinuance of the Service.
We reserve the right to modify this Agreement from time to time. Any and all changes to this Agreement may be provided by electronic means (i.e., via email or by posting the information on the its website). In addition, the Agreement will always indicate the date it was last revised. The NGO is deemed to accept and agree to be bound by any changes to the Agreement when it uses the Service after those changes are posted.
- Costs and Expenses
Except as otherwise stated in the Agreement, each Party shall be responsible for its own costs and expenses in relation to the performance of their respective obligations under the Agreement.
- Force Majeure
Both Parties shall not be liable for their failure to perform their respective obligations under this Agreement and/or the applicable terms and conditions as specified in the Schedule hereto, as a result of any Force Majeure Event. For the purpose of this Agreement, “Force Majeure Event” shall include acts of God or elements, fire, wars, sabotage, civil unrest, labour unrest, action of statutory authorities or local or state or central governments change in Laws, Rules and Regulations, affecting the performance of either Party. In the event any Force Majeure Event continues to exist and prevents performance by the effected Party of its obligations for a period of more than 60 (Sixty) days, the other Party shall have the right to forthwith terminate this Agreement and/or the Transaction Document effective upon delivery to the effected Party of prior written notice of such termination.