Terms of Service (archived)

General Terms

1. Definitions and Interpretation. 

1.1 The definitions in this clause apply in this Contract.

Additional Bundle: an add-on bundle of donations available for purchase by the Client in accordance with the rates specified on the Order Form.

Applicable Laws: all applicable laws, statutes, and regulations from time to time in force.

Annual Donation Volume Limit: the usage limit for the number of Assisted Donations and Organic Donations received annually, as specified on the Order Form.

Assisted Donations: donations made via third-party platforms to fundraisers created through Social Sync’s registration forms and APIs.

Authorised Users: those employees, agents, and independent contractors of the Client who are authorised by the Client to use the Platform Services and the Documentation.

Business Day: a day other than a Saturday, Sunday or public holiday in England.

Change Order: a document agreed and signed by the parties setting out proposed changes to the Works, as detailed in Schedule B.

Client Data: the data inputted by the Client, Authorised Users, or Social Sync on the Client’s behalf for the purpose of using the Services.
Confidential Information: the existence and terms of the Contract and all confidential information relating to the business, affairs, clients, or suppliers of the other party.

Contract: consists of the Order Form, these Master Terms of Service, any applicable Service Schedules, and any signed Statement of Work.

Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Processing: have the meanings given to them in the Data Protection Legislation.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK, including the Data Protection Act 2018 (DPA 2018) and UK GDPR.

Deliverables: any deliverables set out in a Statement of Work.

Documentation: the document made available to the Client by Social Sync online which sets out a description of the Platform Services and the user instructions for them.

Email Limit: the usage limit for the number of marketing and transactional emails the Client may send through the Platform Services, as specified on the Order Form.

Intellectual Property Rights: patents, copyrights, trademarks, business names, domain names, and all other intellectual property rights, whether registered or unregistered.

Managed Donations: donations that occur in connection with a fundraising page hosted directly by the Social Sync system.

Order Form: the order form signed by the parties which details the commercial terms and incorporates these Master Terms and applicable Service Schedules.

​​Organic Donations: donations made via third-party platforms that were not created via Social Sync, but which are subsequently imported into the Social Sync system.

Registered Fundraisers: a person or persons that completes a registration to partake in a fundraising campaign through the Services.

Registration Fees: the fee charged by Social Sync against a transaction when the Client uses the Services to provide access to items or events at a cost. The Client acts as the merchant of record for all such transactions and is solely responsible for registering for, collecting, and remitting any applicable VAT or sales tax to the relevant tax authorities.

Renewal Period: each successive 12-month period for which the Contract automatically renews following the Initial Term.

Services: means the Platform Services specified on the Order Form, and any Managed Services detailed in a signed Statement of Work.

Software: the online software applications provided by Social Sync as part of the Platform Services.

Start Date: the date set out in the Order Form.

Statement of Work (SOW): a detailed plan, agreed and signed by the parties, describing the Managed Services to be provided by Social Sync.

Subscription Fees: the fees payable by the Client for the Subscription Plan, as set out in the Order Form.

Subscription Plan: the specific tier of Platform Services, features, and Usage Limits purchased by the Client as detailed on the Order Form.

Subscription Term: the Initial Term together with any subsequent Renewal Periods.

Unauthorised Users: Use of the platform through freely available email domain services (example: Gmail, iCloud, Yahoo and Hotmail).

Virus: any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network.

Works: the Managed Services, including the Deliverables, supplied by Social Sync under a Statement of Work.

1.2 A reference to writing or written includes email. Any phrase introduced by the terms including or in particular shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. Basis of Contract

2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2. In the event of any conflict between the documents forming this Contract, the order of precedence shall be: (1) The Order Form, (2) The Statement of Work (if any), (3) The Service Schedules, (4) These Master Terms of Service.

3. Commencement and Term

3.1. This Contract shall commence on the Start Date and continue for the Initial Term specified in the Order Form.

3.2. Thereafter, the Contract shall automatically renew for successive 12-month periods (each a Renewal Period), unless either party gives written notice to terminate at least 30 days before the end of the Initial Term or then-current Renewal Period.

4. Client’s Obligations

4.1. The Client shall:

4.1.a. co-operate with Social Sync in all matters relating to the Services;

4.1.b. provide Social Sync with such information and materials as Social Sync may reasonably require and ensure such information is accurate;

4.1.c. obtain and maintain all necessary licences and consents required for the Services.

4.2. If Social Sync’s performance is prevented or delayed by any act or omission by the Client, Social Sync shall not be in breach of contract and shall be entitled to an extension of time to perform its obligations.

5. Fees and Payment

5.1. The Client shall pay all fees specified in the Order Form and any applicable Statement of Work.

5.2. All amounts are exclusive of VAT, which shall be added to invoices at the appropriate rate.

5.3. Unless otherwise stated in the Order Form, the Client shall pay each invoice within 30 days of the invoice date.

5.4. If the Client fails to make any payment by the due date, Social Sync may charge interest on the overdue amount at a rate of 5% per annum above HSBC Bank plc’s base rate.

5.5. Social Sync may suspend all Services if any invoiced amount remains unpaid more than 30 days after its due date.

5.6. Social Sync reserves the right to increase the fees set out in the Order Form at the start of each Renewal Period by giving no less than 60 days’ prior written notice to the Client.

6. Supplier’s Warranty

6.1. Social Sync warrants that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

6.2. The warranty at clause 6.1 shall not apply to the extent of any non-conformance which is caused by the Client’s use of the Services contrary to Social Sync’s instructions. If the Services do not conform with the foregoing warranty, Social Sync will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly.

6.3. Social Sync does not warrant that the Client’s use of the Services will be uninterrupted or error-free, nor that the Services and/or the information obtained by the Client through the Services will meet the Client’s specific requirements.

7. Intellectual Property Rights

7.1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than IPR in Client-provided materials) shall be owned by Social Sync.

7.2. Social Sync grants the Client a non-exclusive, worldwide, royalty-free licence to use any IPR created during the Services for the purpose of receiving and using the Services in its business.

7.3. The Client owns all Intellectual Property Rights in the Client Data and hereby grants to Social Sync a non-exclusive, perpetual, and irrevocable, worldwide right to:

7.3.a. access, use, and modify the Client Data for the purpose of delivering the Services; and

7.3.b. anonymise and aggregate the Client Data to allow analysis and improvement of the Services and the Software and the development of new products and services.

7.4. The Client grants Social Sync a licence to use the Client’s name and logo to identify the Client as a customer on Social Sync’s websites and in marketing materials, unless the Client notifies Social Sync otherwise in writing.

8. Data Protection

8.1. Both parties will comply with all applicable requirements of the Data Protection Legislation.

8.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and Social Sync is the Processor.

8.3. Social Sync shall, in relation to any Personal Data processed in connection with this Contract:

8.3.a. process that Personal Data only on the documented written instructions of the Client;

8.3.b. ensure it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data;

8.3.c. ensure that all personnel who have access to Personal Data are obliged to keep it confidential;

8.3.d. not transfer any Personal Data outside the UK without the Client’s prior written consent, unless appropriate safeguards are in place;

8.3.e. notify the Client without undue delay upon becoming aware of a Personal Data Breach;

8.4. On termination of the Contract for any reason, the Client will have a period of 30 days to request an export of the Client Data, which may be subject to applicable fees for administrative costs. Following this period, Social Sync shall, within the subsequent 60 days, securely delete all Personal Data and copies thereof from its live systems, unless required by Applicable Law to store the Personal Data.

8.5. The Client consents to Social Sync appointing the third-party sub-processors listed in the Appendices to the Service Schedules. Social Sync shall give the Client at least 30 days’ prior written notice of the appointment of any new sub-processor. If the Client reasonably objects to any new sub-processor, the parties shall work together in good faith to find a resolution. If no resolution can be found, the Client may terminate the Contract on written notice to Social Sync.

9. Third Party Programmes

9.1. In certain cases, Social Sync acts as a direct provider of services in collaboration with a third-party organiser (“Programmes”).

9.2. These terms cover Programmes made available to you through Social Sync. However, participation in these Programmes does not require an amendment to your Social Sync subscription or a new contract.

9.3. Not all Social Sync features, functionality, and integrations will be available for such Programmes and these are determined through commercial agreements with the third-party organiser.

9.4. Any functionality made available to you through Social Sync for these Programmes does not impact your existing Social Sync subscription terms. 

9.5. Transactions processed through these Programmes do not count towards transaction limits.

9.6. In some instances, additional functionality for Programmess may be available for purchase or activation, depending on the commercial agreements in place with the third-party provider. If applicable, such opportunities will be communicated on a case-by-case basis.

10. Indemnity

10.1. The Client shall defend, indemnify and hold harmless Social Sync against any claims, actions, or losses arising from or in connection with the Client’s use of the Services in breach of this Contract or any applicable law.

10.2. Social Sync shall defend the Client against any claim that the Client’s use of the Services in accordance with this Contract infringes any United Kingdom patent, copyright, or trade mark, and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims. This indemnity shall not apply to the extent an infringement claim arises from:

10.2.a. Client Data;

10.2.b. the Client’s use of the Services in breach of this Contract; or

10.2.c. the combination of the Services with any materials or services not supplied by Social Sync.

10.3. The indemnities in clauses 9.1 and 9.2 are subject to the indemnified party:

10.3.a. giving prompt notice of any such claim to the indemnifying party;

10.3.b. providing reasonable co-operation to the indemnifying party in the defence and settlement of such claim, at the indemnifying party’s expense; and

10.3.c. giving the indemnifying party sole authority to defend or settle the claim.

11. Confidentiality

11.1. Each party undertakes that it shall not at any time disclose to any person any Confidential Information of the other party, except as permitted by clause 10.2.

11.2. Each party may disclose the other’s Confidential Information to its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out its obligations under the Contract, or as may be required by law.

12. Limitation of Liability

12.1. Nothing in this Contract shall limit or exclude either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by law.

12.2. Subject to clause 9.1, neither party shall be liable for any loss of profits, loss of business, or any indirect or consequential loss.

12.3. Subject to clause 9.1, each party’s total aggregate liability to the other under this Contract shall be limited to 100% of the total fees paid or payable by the Client in the 12 months immediately preceding the date on which the claim arose

13. Termination

13.1. Without affecting any other right or remedy, either party may terminate the Contract with immediate effect by giving written notice if the other party:

13.1.a. commits a material breach of the Contract and (if such breach is remediable) fails to remedy that breach within 10 Business Days of being notified in writing to do so;

13.1.b. takes any step in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors.

13.2. On termination of the Contract for any reason, the Client shall immediately pay all of Social Sync’s outstanding unpaid invoices. Any rights, remedies, or liabilities of the parties that have accrued up to the date of termination shall not be affected.

13.3. Clauses that expressly or by implication survive termination shall continue in full force and effect.

13.4. Social Sync reserves the right to terminate this Contract with 30 days’ written notice if the Client’s account has had no active Subscription or Statement of Work for a continuous period of 12 months.

14. Refunds

14.1. Refunds for transactions made via integrated third-party platforms (including Meta) must be processed directly on the relevant platform in accordance with that platform’s procedures.

14.2. Refunds for Managed Donations (including tips) may be processed through the Social Sync dashboard or by contacting Social Sync support.

14.3. Registration Fees are not eligible for refunds.

15. General Provisions

15.1. Force Majeure: Neither party shall be in breach of this Contract nor liable for delay in performing its obligations if such delay results from events beyond its reasonable control.

15.2. Assignment: The Client shall not assign or transfer any of its rights or obligations under the Contract without the prior written consent of Social Sync. Social Sync may subcontract its obligations but shall remain fully liable for the acts of its subcontractors.

15.3. Entire Agreement: This Contract constitutes the entire agreement between the parties and supersedes all previous agreements.

15.4. Variation of Terms: Social Sync reserves the right to modify these Master Terms of Service and any Service Schedules from time to time. If we make a material change, we will provide the Client with at least 30 days’ notice by sending an email to their primary account contact. All changes will apply from the date specified in the notice. The Client’s continued use of the Services after this date will constitute acceptance of the modified terms.

15.5. Waiver: A waiver of any right or remedy is only effective if given in writing.

15.6. Severance: If any provision becomes invalid, illegal or unenforceable, it shall be deemed modified or deleted to the minimum extent necessary.

15.7. Notices: Any notice given under the Contract shall be in writing and sent to the party’s registered office.

15.8. Third Party Rights: A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

15.9. Governing Law & Jurisdiction: This Contract shall be governed by and construed in accordance with the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

15.10. Third-Party Providers: The Services may enable the Client to access the website content of, and correspond with, third parties. The Client acknowledges that it does so at its own risk. Social Sync makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content, use of, or correspondence with, any such third-party, or any transactions completed with any such third party.

15.11. No Partnership or Agency: Nothing in this Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.