DIRECT-CHOICE
Good Cause Donation Agreement
IMPORTANT NOTICE: THIS DESCRIBES THE TERMS ON WHICH WE WILL FACILITATE THE MAKING OF DONATIONS TO A GOOD CAUSE.
Direct-Choice offers online fundraising opportunities that result in donation pledges from Merchants associated with Direct-Choice at the point of sale. Donation pledges are converted to donations at the end of each month, subject to the associated purchase order being successfully completed and the donation pledge being honoured by the relevant Merchant, when moneys are collected by Direct-Choice and transferred to the Good Cause.
By registering as a Good Cause you agree to be bound by this document and the terms and conditions contained on the Direct-Choice Network (collectively, the Agreement). In this Agreement, 'you' and 'your' refers to the Good Cause.
We can amend this Agreement either by emailing you about the amended terms, which take effect when we send you the email, or by posting the amended terms on the Direct-Choice Network, which take effect when we post them. By continuing to receive donations from Merchants on the Direct-Choice Network after any such amendment, you agree to be bound by the terms of the amended Agreement. Otherwise, this Agreement may be amended only by a writing physically signed by us.
Capitalised terms have the meaning given below. This Agreement is effective on your registration date as a Good Cause.
1 Preconditions
1.1 The Good Cause must provide copies of the following to Direct-Choice:
(1) a letter from the Australian Taxation Office (ATO) advising of the endorsement of the Good Cause as an income tax exempt charity, if applicable;
(2) a letter from the Australian Taxation Office advising of the endorsement of the Good Cause as a DGR, if applicable;
(3) any Authority held by the Good Cause, under any of the Fundraising Statutes, and, if none is held, the reason why the Good Cause is not required to hold an Authority;
(4) a draft of the Good Cause Information which must include details of the reason or purpose of the fundraising and the intended use of the funds raised and the States and Territories in which the Good Cause can legally collect or solicit donations; and
(5) evidence of the valid incorporation or registration of the Good Cause in such form as Direct-Choice may require.
1.2 Direct-Choice may request further information prior to accepting the Application.
1.3 Direct-Choice may reasonably request amendments, additions, deletions or redrafting of the Good Cause Information.
2 Direct-Choice warranties
2.1 Direct-Choice will obtain the necessary consent from the Merchant to pass the donations and relevant business or personal information onto the Good Cause.
3 Direct-Choice obligations
3.1 Direct-Choice must maintain financial records showing:
(1) all donations received for the benefit of the Good Cause; and
(2) the amount of Financial Transaction Fees associated with the donations collected.
3.2 Direct-Choice must, at the end of each month:
(1) identify and calculate the Monthly Amount of donation pledges converted to donations;
(2) deduct from the Monthly Amount, the Financial Transaction Fees incurred by Direct-Choice facilitating the donation and transfer of funds to the Good Cause;
(3) pay the total Monthly Amount of donations if over a minimum of $5.00 less Financial Transaction Fees to an account nominated by the Good Cause (Payment Amount).
3.3 Direct-Choice must electronically transfer the Payment Amount to the Good Cause's nominated account within 10 Business Days from the end of the month.
3.4 Failure by the Good Cause to supply account details for deposit for two consecutive months will result in the forfeiture of money owed.
3.5 Within 10 Business Days of the end of each month, Direct-Choice must send to the Good Cause:
(1) a remittance advice as a spreadsheet with Merchant details for the Good Cause; and
(2) the name and addresses of the Merchants who have made donations to the Good Cause in the previous month.
3.6 Direct-Choice will utilise the Good Cause Information (including pictures supplied by the Good Cause) to advertise and promote the Good Cause to its members on the Direct-Choice Good Cause Domain.
3.7 The Good Cause will inform Direct-Choice of any issues in relation to the use and/or display of any Good Cause Information. The Good Cause may terminate this Agreement under clause 11 if it does not, after having requested appropriate remediation, approve of any Good Cause Information displayed on the Direct-Choice Network.
4 Obligations of the Good Cause
4.1 The Good Cause must:
(1) comply with all conditions of its Authority and all applicable Fundraising Statutes;
(2) advise Direct-Choice, as soon as practicable, of any changes to its Authority or to its tax status;
(3) return any donations to Merchants via Direct Choice with addresses in States or Territories in which the Good Cause is not legally entitled to collect or solicit donations, should the Good Cause fail to advise Direct-Choice that Direct-Choice must not collect donations (in line with donation pledges made) in a certain State or Territory due to a change in Authority.
4.2 Receipts
(1) The Good Cause, if endorsed by the ATO as a DGR, will provide receipts to the Merchants whose addresses have been provided by Direct-Choice and who are in the States and Territories listed in the Good Cause Information as the States and Territories in which the Good Cause can collect or solicit donations.
(2) Receipts must include:
(a) a statement that the receipt is issued by the Good Cause;
(b) the name of the Good Cause and its ABN; and
(c) a statement that the receipt is for a gift.
(3) Receipts must be issued within 20 days of having received the Merchants details from Direct-Choice.
5 Confidentiality
5.1 Direct-Choice and the Good Cause must not at any time:
(1) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information it receives from the other party;
(2) use any Confidential Information received from the other party; or
(3) reproduce or otherwise copy any Confidential Information received from the other party, except as necessary in connection with the purpose for which such Confidential Information is disclosed to the other party or as required by applicable law.
5.2 Each party agrees to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information.
5.3 All Confidential Information will at all times remain the personal property of the disclosing party and all documents, electronic media and other tangible items containing or relating to any Confidential Information will be delivered to the disclosing party immediately upon the disclosing party's request.
6 Indemnity
6.1 The Good Cause indemnifies Direct-Choice from any loss arising directly from or in relation to:
(1) any material defect or error in the Good Cause Information;
(2) any breach of an Authority or of a condition in any Authority by the Good Cause;
(3) any breach of any Fundraising Statute or other Act or Regulation by the Good Cause;
(4) any breach by the Good Cause of this Agreement;
(5) any information given or representation made to Direct-Choice by the Good Cause prior to entering this Agreement or during or after its term;
(6) any information given or representation made to any Merchant by the Good Cause or by Direct-Choice where it is based on information given or a representation made by the Good Cause; or
(7) any dispute, claim or action alleging infringement of any Intellectual Property Rights of any person on grounds in any way related to the Good Cause Information,
except to the extent that the loss is directly attributable to the negligence or wrongful act or omission of Direct-Choice.
7 Limit of Liability
7.1 Each party's total liability to the other for loss or damage suffered or incurred by the other party arising out of or in connection with this Agreement is limited in aggregate to $500.
8 Licence from the Good Cause
8.1 The Good Cause grants Direct-Choice a licence to use, reproduce, adapt and communicate to the public the Good Cause Information including using it by posting it on the Direct-Choice Network or in publicity, marketing or internal/external documents for Direct-Choice.
9 Good Cause's representations
9.1 The Good Cause represents and warrants to Direct-Choice that:
(1) the Good Cause Information is true and correct and not misleading;
(2) the publication of the Good Cause Information is lawful;
(3) the execution and performance of this Agreement complies with:
(a) all applicable Fundraising Statutes;
(b) any Authority; and
(c) the constituent documents of the Good Cause;
(4) the Good Cause has taken all necessary actions to authorise the execution and performance of this Agreement in accordance with its terms;
(5) all information which is material to this Agreement or which may affect Direct-Choice's decision in accepting the Application is fully disclosed to Direct-Choice;
(6) the Good Cause has the rights necessary to grant the licence in clause 7;
(7) all relevant details, including banking information, is kept current in the Direct-Choice Good Cause member account;
(8) the use by Direct-Choice of the Good Cause's Information will not infringe any Intellectual Property Rights of any other person; and
(9) the Good Cause has all necessary Authorities and has complied with all conditions.
10 Privacy
10.1 Our Privacy Policy applies to you and all Direct-Choice members, promoters, Merchants and other users of the Direct-Choice Network, and is hereby incorporated into this Agreement.
10.2 You must read and accept our Privacy Policy upon registration in order to use the Direct-Choice Network, and you will continue to be bound by its provisions.
11 Termination
11.1 Termination Date
The Termination Date is the earlier of:
(1) the date specified in the Application; and
(2) the date either Direct-Choice or the Good Cause terminates the Agreement.
11.2 Termination by Direct-Choice or the Good Cause
(1) Either Direct-Choice or the Good Cause can terminate the Agreement on 30 days written notice.
(2) Direct-Choice must change the status of the site to not allow further donation pledges to be made effective at midnight (end of the day) of the day the termination is due. Good Cause Information may still be accessible for historical reference.
(3) Donations continue to be collected and funds transferred as described in clause 3.
11.3 Termination for Breach
Either party may terminate this Agreement immediately if:
(1) the other party is in breach (other than a trivial breach causing no material harm) of any provision of this Agreement and (where the breach is capable of remedy) the party in breach has failed to remedy the breach within 7 days of receipt of written notice from the other party describing the breach and calling for it to be remedied; or
(2) an Insolvency Event occurs in relation to the other party.
12 Dispute Resolution concerning this Agreement
12.1 If any dispute arises out of or in connection with this Agreement (Dispute), Direct-Choice or the Good Cause must not commence any court or arbitration proceedings unless they have complied with this section except where a party seeks urgent interlocutory relief;
12.2 A party to this Agreement claiming that a Dispute has arisen out of or in relation to this Agreement must give written notice (Notice) to the other party to this Agreement specifying the nature of the Dispute.
12.3 If the parties do not agree within 7 days of receipt of the Notice (or such further period as agreed in writing by them) as to:
(1) the Dispute resolution technique and procedures to be adopted;
(2) the timetable for all steps in those procedures;
(3) the selection and compensation of the independent person required for such technique,
then the parties may mediate the Dispute or commence proceedings in accordance with the law of this Agreement.
13 General
13.1 If a provision of this Agreement is invalid, illegal or unenforceable it must, to the extent that it is invalid, illegal or unenforceable, be treated as severed from this agreement, without affecting the validity and enforceability of the remaining provisions.
13.2 This Agreement is governed by the laws of Queensland.
13.3 This Agreement is the whole agreement between the parties concerning the subject matter. It replaces any prior agreement, arrangement or understanding concerning the subject matter.
14 Definitions
14.1 In this Agreement:
(1) Affiliates means any related bodies corporate of Direct-Choice, as that term is defined in section 50 the Corporations Act 2001 (Cth).
(2) Agreement means this Good Cause Donation Agreement.
(3) Application means the application made by you to Direct-Choice to become a Good Cause.
(4) Authority means all necessary licences, consents, permissions, authorities, registrations and permits the Good Cause is required to have in order to request donations from the public and enter into this Agreement with Direct-Choice under the terms in this Agreement.
(5) Bank Fees means all third party fees, charges and Taxes relating to:
(a) the receipt of money;
(b) the drawing of cheques or other transmission of money.
(6) Confidential Information means any information disclosed to you by Direct-Choice or to Direct-Choice by you, either directly or indirectly, in writing, orally, by inspection of tangible objects or by data feed or other electronic means, other than information that the disclosing party can establish
(a) was publicly known and made generally available in the public domain prior to the time of disclosure to you by Direct-Choice or to Direct-Choice by you;
(b) becomes publicly known and made generally available after disclosure to you by Direct-Choice or to Direct-Choice by you other than through action or inaction;
(c) is in the disclosing party's possession, without confidentiality restrictions, at the time of disclosure by Direct-Choice or by you as shown by files and records immediately prior to the time of disclosure; or
(d) consists solely of data aggregated with data which is not Confidential Information under this Agreement, provided that the aggregated data are presented in a manner that makes it impossible to identify the party or parties to whom the data relate.
(7) DGR means an entity endorsed as a deductible gift recipient under Subdivision 30-BA of the Income Tax Assessment Act 1997.
(8) Direct-Choice means Direct-Choice Pty Ltd ACN 114 225 188 and its Affiliates, and any reference in this Agreement to 'we', 'us' or 'our' means Direct-Choice Pty Ltd ACN 114 225 188 and its Affiliates.
(9) Direct-Choice Network means the Direct-Choice Website and its sister sites operated by Affiliates that provide price and product and/or service comparisons and merchandise information.
(10) Direct-Choice Website means the website operated by Direct-Choice (at: http://www.direct-choice.com.au/) that provides price and product and/or service comparisons and merchandise information.
(11) Financial Transaction Fee means all Bank Fees and any other fee incurred by Direct-Choice related to the processing of donations under this Agreement, but excluding costs associated with the running and administration of the Direct-Choice Good Cause online functionality.
(12) Fundraising Statutes means all statutes under which the Good Cause must have an Authority, including but not limited to any of the following:
(a) Charitable Fundraising Act (NSW) 1991;
(b) Fundraising Appeals Act (Vic) 1998;
(c) Collections Act (Qld) 1966;
(d) Collections for Charitable Purposes Act (SA) 1939;
(e) Charitable Collections Act (WA) 1946; and
(f) Charitable Collections Act (ACT) 2003.
(13) Good Cause Information means the information provided by the Good Cause including its request for fundraising and nomination of the States and Territories in which the Good Cause can collect or solicit donations in compliance with any applicable Fundraising Statutes.
(14) Insolvency Event means any of the following:
(a) a liquidator or provisional liquidator is appointed to a party;
(b) a party enters or resolves to enter into a scheme of arrangement, deed of company arrangement or composition with, or assignment for the benefit of, all or any class of its members or creditors, or it proposes a re-organisation, moratorium or other administration involving any of them;
(c) a party resolves to wind itself up, or otherwise dissolve itself, or gives notice of intention to do so or is otherwise wound up or dissolved; or
(d) a party refuses or is unable to pay its debts as and when they fall due or is deemed unable to pay its debts under any applicable legislation.
(15) Intellectual Property Rights means copyright and neighbouring rights, all rights conferred by statute, common law or equity in or in relation to inventions (including patents), registered or unregistered trade marks, registered and unregistered designs, circuit layouts and confidential information and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.
(16) Merchant means any merchant that lists goods or services on the Direct-Choice Network and who makes a donation as facilitated through Direct-Choice.
(17) Monthly Amount means the donation pledges converted to donations at the end of the month.
(18) Payment Amount means the amount calculated in accordance with clause 3.2(3).
(19) Personal Information means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion.
(20) Privacy Policy means the Direct-Choice privacy and security policy (at:http://www.direct-choice.com.au/), as amended from time to time.
(21) Tax means any tax, levy, charge, impost, duty, fee, deduction which is assessed, levied, imposed or collected by any government agency and includes, but is not limited to, any interest, fine, penalty, charge, or fee.