General Terms and Conditions applicable to all Services provided by Good2Give

Version 1.3 May 2023

1.          Introduction

1.1.         This Agreement is made up of our Engagement Letter, Statement of Works, and the Good2Give Terms and Conditions and governs the provision of the Services.

1.2.         You can accept this Agreement as described in our Engagement Letter, or by continuing to instruct us in relation to the Services. This Agreement applies to all Services, including those provided prior to such acceptance.

1.3.         Clauses 1 to 17 of these Terms and Conditions are applicable to all Agreements.

2.          Services

2.1.         Good2Give (“G2G”) will perform its Services, including achieving the Deliverables, as set out in the Statement of Works applicable to an engagement (“SOW”).

2.2.         In doing so, we will, at a minimum, perform to a standard at least equal to that of any well managed professional services organisation providing similar services.

2.3.         Both parties will conduct their activities in delivering the Services and Deliverables in accordance with all relevant laws, industry standards and codes.

3.          Developed Materials

3.1.         Except as expressly set out in this Agreement you will own all materials prepared specifically and exclusively for you (the “Deliverables”).

3.2.         Transfer of ownership of the Deliverables will occur after your full payment to G2G for the services associated with the Deliverables.

3.3.         G2G does not transfer ownership of any background material or derivatives of background materials or third-party materials including open-source materials which may be used, developed, or acquired in the creation of the Deliverables, including but not limited to all models, frameworks, benchmarks, know-how, ideas, methodologies, specifications, code, content, and technology (“G2G Background IP”).

3.4.         You may use the Deliverables for your internal business operations and analysis and agree not to disclose the Deliverables to any 3rd party.

3.5.         Subject to this Agreement, G2G grants to you a worldwide, non-exclusive, fully-paid, royalty free licence to use the G2G Background IP embedded in the Deliverables for your internal operations and analysis.

3.6.         You agree that G2G may use any data and metrics regarding your business which are provided by you or otherwise collected during the engagement in its benchmarking database and any benchmarks generated by G2G from that data. Data included in that database will be aggregated with the data of other participating companies and organisations and will be shared with 3rd parties only on an unattributed basis as a component of the benchmarks. The identify of the underlying companies is not identifiable.

3.7.         You will retain ownership of your pre-existing IP.

4.         Information and Confidential Information

4.1.         We will rely on the accuracy of the information provided by you and G2G has no duty to verify the accuracy or validity of such information (“Information”).

4.2.         In the course of our work, you may provide us with Information that is confidential (“Confidential Information”). Confidential information includes information relating to your management, operations, finances, products or services and which is not publicly available, or which comes lawfully to G2G from any 3rd party. Personal Information (as defined below) will be included as Confidential Information.

4.3.         Without your written consent, we will not disclose any of your Confidential Information other than to our employees, officers, directors, agents, independent contractors, subcontractors, volunteers, and service providers who are engaged to provide support on an Engagement (“G2G Team” or “our Team”).

4.4.         We will ensure our Team are bound by written obligations to keep your Confidential Information confidential and will be responsible for any breaches by our Team.

4.5.         Upon termination of work on an Engagement, we will destroy or return all Confidential Information you have provided to us. We may retain a copy of any materials that we develop for archive purposes provided we keep these confidential. We will not be required to destroy electronic records automatically backed up in the ordinary course of business for disaster recovery purposes.

4.6.         Where required by law or court order to provide any Confidential Information we will give you advance notice of such requirement. In this event, we will co-operate with you, at your expense, in your lawful efforts to resist or narrow the scope of such required disclosure.

5.          Relationship

5.1.         G2G’s relationship with you is that of an independent contractor.

5.2.         G2G does not make management decisions on behalf of its clients. Our services are limited to those described in the Agreement. These services do not include any accounting, audit or tax-related assistance or advice, investment advice, legal advice or services, expert witness services, valuation opinions or solvency or fairness opinions.

5.3.         As a significant provider of services in its sector, G2G has many clients. We may have rendered or will render services to other entities that have a relationship with you, or which may be competitors or potential competitors of yours. G2G will not be restricted or prevented from providing services to other entities by virtue of the services it provides to you under the Agreement.

6.          Data Protection

6.1.         You agree not to send us any data that can identify an individual (“Personal Information”) unless we otherwise mutually agree.

6.2.         Where Personal Information is provided, G2G and you shall each comply with the obligations of the applicable data privacy legislation.

6.3.         In providing us with Personal Information, you confirm that you have complied with relevant laws and obtained all necessary consents for lawful processing.

6.4.         If you send us any Personal Information for us to provide our Services to you, or if we collect any Personal Information during the course of the engagement we agree to:

  • only use such Personal Information in accordance with your written instructions and for the sole purpose of providing our Services to you;

  • implement and maintain technical and organisational measures at a level appropriate to protect your Personal Information from unauthorised access, modification, disclosure, misuse, loss, or interference;

  • notify you promptly (where permitted under applicable law) if we receive any request to access your Personal Information by an individual, regulator or government authority, and provide reasonable assistance to you to help you comply with any such request;

  • notify you if we suffer any incident that may impact the Personal Information such as a breach of this clause 6.2, any misuse of, interference with, unauthorised access to, modification of, or disclosure of the Personal Information. We will notify you within 12 hours if the incident occurs during business hours or the next business day otherwise;

  • permanently delete your Personal Information at the end of any engagement unless we are required to retain it by law, and upon request, give you written confirmation that such deletion has occurred; and

  • liaise and cooperate with you should there be any privacy breach, complaint, or request relating to the Personal Information.

7.          Transfers and Third-Party Tools

7.1.         In providing our services to you, you agree that we may:

  • transfer Confidential Information to our systems and hosted services, subject to appropriate data protection standards and security measures;

  • deploy tools developed, purchased, and/or hosted by G2G and third-party providers, whether on our systems, third party’s servers or on cloud based servers (“Tools”) and store Confidential Information within these Tools in order for you and G2G to utilize the Tools, provided that such third party vendors are bound by obligations to keep Confidential Information confidential and comply with any applicable data protection laws; and

  • back-up the Confidential Information on Microsoft and/or AWS cloud servers which may be located outside Australia.

8.        Use of Name

8.1.    Neither party will publicly disclose that G2G is doing work pursuant to the Engagement for you unless agreed in writing between us.

9.        Branding

9.1.         You grant G2G a non-exclusive, non-transferrable, royalty free, worldwide, revocable licence to use your logos and trademarks (collectively the “Branding”) solely for the purposes of displaying your logo on your instance of the Giving Platform, Grants Platform, or as otherwise necessary to meet G2G’s obligations pursuant to this Agreement, subject always to compliance with any reasonable instructions you provide G2G in respect of the use of Branding in connection with our Services for the term of the Agreement.

10.        Staffing and non-solicitation

10.1.         We will make all reasonable efforts to ensure continuity of personnel throughout an Engagement and manage any staff turnover in a way that ensures that the goals of our Engagement are met with minimal disruption.

10.2.         With the exception of employees responding to general solicitations for employment, neither you nor G2G will approach directly or indirectly any employee of the other who is associated with the Engagement for a period of 12 months after completion of that Engagement.

11.        Fees and Expenses

11.1.         The fee amount for each Engagement will be as set out in the SOW.

11.2.         For any expansion or extension of the original scope or additional services not contemplated in the SOW including SaaS tools and data product subscriptions, G2G will charge additional fees. Such additional fees will be notified to you and agreed between the parties prior to being incurred.

11.3.         You will pay all fees and expenses due for each Engagement without any deduction, withholding or set-off for, for example, sales, business, excise, ad valorem, value added, privilege, government charges or taxes. If you are required by law to make any deduction the amount due to G2G will be increased by the amount of the proposed deduction and you will remit such amount to the appropriate tax authority and provide us with evidence of the remittance.

11.4.         Billable expenses include G2G’s travel related expenses and external vendor charges. We will provide a summary of these expenses on request. G2G will also charge to you any applicable or customary taxes (such as GST, sales tax and the like).

11.5.         For Consulting & Advisory engagements we will submit an invoice at the beginning of each month for that month’s fees, estimated expenses equal to 10% of the monthly fee for services and any applicable taxes or other estimated expense amounts as specified in the SOW (the “Invoice”).

11.6.         Invoices for other engagements will be issued as shown in the SOW.

11.7.         The Invoice is due and payable within 30 days of receipt. After 30 days, interest may be charged at a rate of 1% per month.

11.8.         Estimated expenses will be adjusted subsequently to account for actual expenses incurred with a final expense invoice being issued by G2G after the work has been completed.

12.        Termination

12.1.         Either party may terminate this Agreement by written notice to the other if:

  • The other party breaches or fails to carry out any of its material obligations or duties under this Agreement and the breach or failure is not capable of remedy;

  • The other party breaches or fails to carry out any of its material obligations or duties under this Agreement which breach is capable of remedy, but fails to remedy that breach within 5 Business Days after receipt of written notice giving full particulars of the breach and requiring it to be remedied; or

  • An Insolvency Event occurs in relation to the other party.

12.2.         Where the fees set out in the SOW are annual fees and have been invoiced to you under this Agreement, a pro-rata refund or credit note will be issued should G2G terminate this Agreement.

12.3.         Should you terminate this Agreement, no refunds or credit notes will be issued against annual fees already invoiced or paid.

13.        Indemnification, Limitation of Liability and Subpoenas

13.1.         As our Services to you involve the expression of professional ideas, judgments and opinions by G2G that cannot amount to a guarantee of future events, you agree to release and indemnify G2G and its affiliates and personnel from and against all claims, liabilities, costs and expenses which may be incurred, except where the claim, liability or expense results for gross negligence or intentional misconduct by G2G or the G2G Team as determined by the courts.

13.2.         In no event will either party be liable for loss of profits, loss of use, loss of contracts or for any indirect or consequential loss or damage. G2G will not under any circumstance be liable for any amount in excess of the total fees, excluding reimbursement of expenses), actually paid to G2G in connection with the Engagement with respect to which the liability arises.

13.3.         If we are requested by you or required by subpoena or similar legal process to produce our materials or personnel with respect to an Engagement, you will reimburse us for our professional time and reasonable out of pocket expenses incurred in responding to such request. This includes the reasonable fees and expenses for our outside counsel.

14.        Anti-Bribery and Anti-Slavery Representations and Warranties

14.1.         You and G2G represent and warrant to one another that they and their respective officers, directors, employees, and agents are:

  • compliant with all applicable anti-bribery and anti-corruption laws;

  • compliant with all anti-slavery and modern slavery laws; and

  • have adopted and maintain adequate policies, procedures, and controls to ensure compliance with all applicable anti-bribery laws and anti-slavery laws.

15.        Jurisdiction and Disputes

15.1.         Any dispute, controversy or claim arising out of or relating to the Agreement and any service provided under it, will be governed by the laws of New South Wales, Australia without regard to any conflict of laws principles.

15.2.         Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the International Chamber of Commerce under the Rules of Arbitration of the International Chamber of Commerce in force when the request for arbitration is submitted. The seat of arbitration shall be Sydney, New South Wales. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.

16.        Tax

16.1.         Capitalised terms used in the clause but not defined in this agreement have the meaning given to them in the GST Act.

16.2.         Sums payable or rates quoted under this Agreement do not include GST. Where GST applies, such amounts must be increased, on account of GST payable under this clause and the recipient of the taxable supply must pay the GST amount to the Supplier at the same time and in the same manner as the original amount is required to be paid pursuant to this Agreement.

16.3.         The Supplier must provide the recipient of the GST Amount with a tax invoice or a document that the Commissioner will treat as a tax invoice. Amounts recoverable on account of GST under this clause will include any fines, penalties, interest and other charges incurred as a consequence of late payment or other default by the recipient under this clause.

16.4.         If a party is required to pay or indemnify the other party for the whole or part of any cost, expense, loss, liability, or other amount incurred by the other party in connection with this Agreement, the amount must be reduced by the amount for which the other can claim a whole or partial input tax credit or other like offset.

17.        Notices

17.1.         All notices must be in legible writing, in English, signed by the party or its authorised representative, and addressed and sent to the recipient at the following addresses:

  • For notices to G2G, the physical address of Ground Floor, 12 Holtermann Street, Crows Nest 2065, or email info@good2give.ngo.

  • For notices to you, the physical or email address stated in the Engagement Letter.

17.2.         Notices must be signed by the party, or where the sender is a company, by an authorised officer or that company or under the common seal of that company.

17.3.         Notices must be sent to the recipient by hand, prepaid post, or email. A notice served on a day which is not a business day or after 17:00 on a business day (recipient’s local time), is deemed to be duly received by the recipient at 9:00 (recipient’s local time) on the first business day after that day.

18.        Other Matters

18.1.         This Agreement together with the SOWs entered under it contain the entire agreement of the parties regarding G2G’s Services to you and supersedes all prior agreements and understandings.

18.2.         This Agreement will not be supplemented, added to, amended, or superseded unless in writing, specifically mentioning this Agreement and executed by both parties.

18.3.         A provision of or a right under this Agreement may not be waived or varied except in writing signed by both parties.

18.4.         You may not assign, transfer, or encumber any of your rights or obligations under this Agreement without G2G’s prior written consent.

18.5.         If a provision of this Agreement is invalid or unenforceable in a jurisdiction it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability and this shall not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions.

18.6.         From time to time G2G may contact you for marketing purposes. To do so, we need to store contact details of our employees within our CRM system. You agree that we may include such details in our CRM system.