Terms

1. Introduction

1.1 HasanaH is a company limited by guarantee registered in England and Wales under registration number 11269974 and has its registered office at 4 Old Park Ln, Mayfair, London W1K 1QW, UK and is also a registered charity with registration number 1184628 (“HasanaH” “Us” or “We”). HasanaH operates an online donation platform (the “Website”) through which HasanaH collects and processes donations received (the “Donations”) from individual donors (the “Donors”). HasanaH also claims gift aid (“Gift Aid”) from the UK’s Revenue & Customs (“HMRC”) on relevant Donations. HasanaH distributes Donations and Gift Aid to different non-profit organisations (“Nonprofits” “You” or “Your”). Nonprofits can register with HasanaH to create public facing webpages on the Website (“Project Pages”) that describe charitable projects for which the Nonprofit wants to raise funds (“Projects”). When making a Donation to HasanaH, Donors can advise that they want their Donation to support a particular Project and/or Nonprofit but, as described further in these Terms, HasanaH has sole discretion regarding the onward distribution of Donations and Gift Aid.

1.2 By registering and continuing to use or access the Website, You are agreeing to be bound by these Terms with immediate effect.

2. Registration

2.1 Once You have successfully completed the registration process (as detailed in Schedule 1 and as may be updated by HasanaH from time to time), You will be deemed a “Registered User”, and Your registration shall continue, subject to compliance with these Terms.

2.2 Once the registration process is complete, the Registered User will be deemed as authorised by the Nonprofit unless there is evidence indicating fraud, as reasonably determined by HasanaH.

2.3 Donations are made to HasanaH in their entirety and not to Nonprofits. When making a Donation, Donors may advise that they want their Donation to be allocated to Projects listed on the Website. HasanaH acknowledges such requests of Donors and while We will endeavour to ensure that Donations reach the Project chosen by the Donor, HasanaH’s Trustees retain sole discretion regarding the onward distribution of Donations, together with relevant Gift Aid, to Nonprofits.

2.4 By completing the registration process, You agree and acknowledge that:

(a) HasanaH retains full control over the Donations (including, where applicable, Gift Aid) and the Donations will be allocated to HasanaH’s general funds if (without limitation):
(i) a Project is retired, removed from the Website for any reason or fully funded;
(ii) HasanaH receives a Donation without reference to a specific Project or Nonprofit;
(iii) You do not have an active Registered User account (for any reason);
(iv) You fail to provide Us with any information requested in accordance with these Terms;
(v) A Project fails to attract support of at least USD 250 (or the GBP equivalent) within six months of it being posted to the Website ; or
(vi) HasanaH decides to remove You from the Website, in accordance with these Terms;

(b) HasanaH reserves the right to refuse to accept any Donation;

(d) some Donors may use filter options on the Website (e.g. by a specific theme, region, size of Projects, etc) which may result in some of a Nonprofit’s Projects not being seen on the Website by such Donors;

(e) HasanaH cannot ensure receipt of any minimum amounts of Donations and some or all of Your Projects may not receive any Donations; and

(f) nothing in these Terms shall constitute or be deemed to constitute a joint venture, partnership or agency relationship between HasanaH and You and You are not authorised to enter into any commitments for or on behalf of HasanaH.

2.5 HasanaH reserves the right to decline any registration, and refuse or suspend You or any of Your Projects from being listed on the Website for any reason without further explanation. At the time of registration and at a minimum every two years thereafter, HasanaH will undertake such checks as are necessary to verify or re-verify Your identity, objectives and activities (the “Due Diligence Process”, as set out at Schedule 2 of these Terms, and as may be updated by HasanaH from time to time). In addition to the Due Diligence Process, You may be asked to send additional information and documentation to HasanaH from time to time to confirm Your activities, legal status and financial details.

2.6 Notwithstanding anything to the contrary in these Terms, HasanaH reserves the right to update and make any changes it deems necessary to the Website, in its sole discretion.

2.7 If HasanaH decides to transfer Donations and any applicable Gift Aid to You (the “Funds”), You acknowledge that HasanaH will not be able to transfer the Funds until:

(a) You have completed the registration process, have been accepted by HasanaH as a Registered User, have an account accessible via the Website (“HasanaH Online Account”) and if required by HasanaH, have a Project Page on the Website; and

(b) HasanaH’s systems have been updated to show that You are a Registered User and the Website has been set up to process payment transactions for You as a Registered User.

3. Percentage Retained by HasanaH

3.1 HasanaH may, at its sole discretion, retain up to 12% of the value of each Donation and any relevant Gift Aid claimed to cover HasanaH’s operating costs and charitable activities.

3.2 HasanaH reserves the right to change the amount that it retains further to clause 3.1 above and to introduce fees and charges from time to time. We will take reasonable steps to notify You of any such changes or the introduction of fees or charges, by email.

4. Obligations of HasanaH

4.1 HasanaH will operate the Website so that Donors can make online Donations on the Website.

4.2 HasanaH will collect, protect and secure the personal details of Donors in accordance with applicable data protection laws and HasanaH’s privacy policy (a copy of which is available here: [insert link once available).

4.3 HasanaH will only share limited personal data of Donors with You, subject to compliance with all applicable data protection laws and HasanaH’s privacy policy. This may include Donors’ names, country, and details of their Donation. HasanaH is not under any obligation to share Donor personal data with You. You agree to process any Donor personal data in accordance with applicable data protection laws, and in particular You will not use Donor personal data to provide marketing or fundraising content to Donors unless You have all necessary consents.

5. GiftAid

5.1 If a Donor does not make an accurate Gift Aid declaration or if HMRC rejects a Gift Aid declaration made by a Donor, no payments to You will be made in respect of the relevant Gift Aid claimed.

5.2 If HMRC requires HasanaH to refund a previously paid Gift Aid claim, where payment in respect of such Gift Aid has been made to You, HasanaH will contact You and (following reasonable notice) may either:

(a) request repayment for the Gift Aid refund amount from You and You shall pay an amount equal to such Gift Aid within 10 days of receipt of such request; and/or
(b) deduct the Gift Aid refund amount from any future payment of Funds made to You.

5.3 HasanaH is not responsible for any delayed or incorrect payments made as a result of any acts or omissions of any financial institution or HMRC.

6. Your Obligations

6.1 You shall ensure that:

(a) where HasanaH has resolved to transfer the Funds to you, such Funds will be used only for the Project specified and in accordance with the Project description posted by You on the Website and as set out in the written proposal submitted to and agreed by HasanaH, and not for any other purpose. HasanaH may also at its sole discretion and from time to time, provide You with funds for general use, with such funding being clearly indicated in the disbursement report issued by HasanaH;

(b)You will provide a quarterly report (as set out in Schedule 3) for each Project you have listed on the Website, to demonstrate the Project’s progress.

© all Funds received must be used within one year from the date of receipt of such Funds (or such longer period that HasanaH has agreed in advance and in writing) and any Funds that remain unspent at that time must be returned to HasanaH;

(d) You will inform HasanaH if You receive amounts that You should reasonably know You are not entitled to receive;

(e) all of the details provided in connection with Your HasanaH Online Account and all of the content generated for the Website and/or uploaded to the Website by You or on Your behalf is kept accurate and up-to-date;

(f) You notify HasanaH if a Project receives its total budget, including any Funds received from HasanaH and any other sources unrelated to HasanaH; and

(g) You maintain the confidentiality of the Registered User’s Website login and password;

(h) You do not do anything that will (or is likely to) bring HasanaH and/or the Website into disrepute; and

(i) You adhere to the Code of Fundraising Practice (as may be amended and updated from time to time and which can be reviewed at).

6.2 You will be responsible for full use of the Website under Your Registered User’s login and password whether or not such use is authorised. You must notify HasanaH immediately of any unauthorised use of Your Registered User’s login or password.

6.3 HasanaH reserves the right in its sole discretion to review, monitor, and/or record any information relating to Your use of the Website (“User Information”) without any prior notice to or permission from You, including, without limitation, by archiving content and/or communications submitted to and/or sent by You through the Website. HasanaH may share any User Information it obtains from You with any law enforcement organisation in connection with any investigation or prosecution of possible criminal or unlawful activity. HasanaH will also disclose User Information as required by law.

7. Additional Obligations on Nonprofits Receiving Funds from HasanaH

7.1 You warrant, undertake and agree that:

(a) Your legal and registration status as disclosed in any application material provided to HasanaH remains in full force and effect and has not been modified or rescinded;

(b) You shall promptly notify HasanaH if such legal or registration status is modified or rescinded or if any event occurs which does or may cause adverse publicity for You;

© any Funds received will be used exclusively for charitable purposes as defined under the laws of England and Wales and in accordance with any other requirements of HasanaH. If You are unable to use any Funds exclusively for such charitable purposes and in accordance with any specific requirements of HasanaH, You must immediately notify HasanaH and repay such Funds to HasanaH; and

(d) any Funds received will not be used for any of the following purposes or activities:

(i) to make any payments which contravene the Bribery Act 2010 or which would contravene the Bribery Act 2010 if such payment had been made by HasanaH or by any entity established in England or Wales;

(ii) to undertake political campaigning or political activity, except as permitted by the law of England and Wales;

(iii) to make any payment to the officers, directors, or trustees of Your governing body or persons or entities related (either by business or family relationships) to such officers, directors, or trustees without the prior written agreement of HasanaH;

(iv) to make any grants to any third parties (unless authorized in writing and in advance by HasanaH); and

(v) to take any other action which is inconsistent with Your governing documents, any Project description posted on the Website, or any laws of England and Wales.

8. Additional Obligations on US Nonprofits Receiving Funding from HasanaH

8.1 A US based Nonprofit receiving Funds from HasanaH warrants, undertakes and agrees that:

(a) it will notify HasanaH immediately of any change in:

(i) its U.S. tax-exempt or public charity status, if applicable;
(ii) its executive staff or key staff responsible for achieving the Projects specified; or
(iii) its governing body;

(b) any Funds received will be used exclusively for exempt purposes as set forth in section 501©(3) of the U.S. Code; and

(i) to induce or encourage violations of law or public policy (including providing support to any person or entity that engages in terrorist activities), to cause any private inurement or improper private benefit to occur, or to take any other action inconsistent with section 501©(3) of the U.S. Code;
(ii) to make any payment to the officers, directors, or trustees of the Nonprofit’s governing body or persons or entities related (either by business or family relationships) to such officers, directors, or trustees without the prior written agreement of HasanaH;
(iii) to pay for any central or overhead costs which are not directly related to the Project for which the grant is made;
(iv) to attempt to influence legislation within the meaning of sections 501(h) and 4911 of the U.S. Code;
(v) to influence the outcome of any specific election or to participate or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office, within the meaning of section 501©(3) of the U.S. Code;
(vi) to undertake any activity for any purpose other than the charitable purposes specified in section 170©(2)(B) of the U.S. Code; or
(vii) to proselytise a religious belief.

9. Due Diligence and Reporting Requirements

9.1 To remain active on the Website and continue to receive Funds from HasanaH, You must comply with the Due Diligence Process (as set out in Schedule 2) and the “Reporting Requirements” (as set out in Schedule 3 and as may be updated by HasanaH from time to time).

9.2 You must comply with any document requests made by HasanaH at any time to verify use of funds, confirm programmatic activity or for other due diligence purposes.

9.3 You must maintain accurate and up-to-date records of all receipts and expenditures of received Funds for a period of at least seven years after such Funds have been expended. You shall comply with all applicable statutory requirements as regards accounts, audit or examination of accounts and annual reports, as are applicable in the country in which You are based.

9.3 HasanaH may share and/or publish on the Website the following (without the need to obtain Your prior approval):

(a) any public reports of the Nonprofit (such as publicly available financial accounts and/or annual reports) that are already publicly available; and/or

(b) Any Quarterly Reports received from You further to the Reporting Requirements.

10. Intellectual Property Rights

10.1 You will be able to upload content to Your Project Pages on the Website via Your HasanaH Online Account. All content on the Website is subject to HasanaH’s final approval and HasanaH reserves the right to remove any content from its Website (including from the Project Pages) where it deems that such content is inaccurate, inappropriate or unsuitable for any reason. Except for rights expressly granted under these Terms, HasanaH shall not be permitted to use the content, information or materials that You upload to the Website for use on Your Project Pages for any other purpose, without Your prior written consent.

10.2 Except for the rights expressly granted under these Terms, You agree that all rights, title and interest in or to any information, data, reports, documents, procedures, forecasts, software, technology, know-how and any other intellectual property rights whatsoever owned by either HasanaH or You shall remain the property of that party.

10.3 You shall indemnify HasanaH in respect of all losses, damages and/or expenses (including legal fees) suffered by HasanaH as a result of its use or possession of Your trademarks or any other information, materials or content submitted to HasanaH and/or the Website by You and used by HasanaH in accordance with these Terms.

11. Payments

11.1 Payment Schedule for Payment of Funds: Where HasanaH has resolved to transfer Funds to You, HasanaH will transfer to You an amount equal to the cleared Donations and Gift Aid that it has received in respect of such funding during the previous month (minus any deductions made in accordance with these Terms), on or around the 25th of the month, provided that the necessary funds are available to HasanaH when payment falls due. HasanaH will only remit the Funds if they exceed USD 250 (or GBP equivalent) in value to reduce the overall cost of wire fees, the negative effects of chargebacks and donation reversals.

11.2 Bank Details and Accounts: You are responsible for ensuring that HasanaH is kept informed of the correct and up-to-date bank account details. If You provide us with (or let us continue to use) incorrect or out-of-date information, we will not be responsible if the payment is not made, it is delayed or it is made incorrectly. Except where HasanaH has provided the Nonprofit with Funds for its general use, the Funds that the Nonprofit receives must be shown in the Nonprofit’s accounts as a restricted fund and shall not be included in its general funds.

11.3 Refunds: If after Funds have been transferred by HasanaH to Your account, the Donation that HasanaH received in respect of such funding is thereafter rejected or reversed for any or no reason, You will be liable to refund an amount equal to such rejected Donation to HasanaH. You hereby authorise HasanaH to deduct any such amount and any directly related out-of-pocket expenses and reasonable administrative costs incurred by it in this context from any future transfer of Funds to You and/or Your HasanaH Online Account. If this is not possible, You are liable for reimbursing HasanaH (as applicable), and such amount shall be treated as a debt.

12. Warranties

12.1 You represent, warrant and covenant that:

(a) You shall fully comply and will at all times continue to fully comply with all applicable laws, statutes and regulations, including, without limitation, all data protection and privacy laws, and You shall not do (or fail to do) any thing which could reasonably cause HasanaH to breach any law or regulation;

(b) You have full power and authority to enter into these Terms and the execution and performance of Your obligations under these Terms does not conflict with:
(i) any laws, rules, regulations or governmental guidelines to which You are subject; or
(ii) any other agreements to which You are a party or to which You are otherwise bound;

(d) any content contained in the Project Page does and will not violate the rights of any third party including, without limitation, any intellectual property rights whether registered or not;

(e) any content contained in the Project Page does and will comply with all applicable laws, statutes and regulations including, without limitation, all slander, defamation, libel, obscenity, advertising and privacy laws;

(f) You have obtained all necessary registrations, consents, licences or similar regulatory permissions to receive Funds from HasanaH;

(g) You do not have any employees, officers, or board members, or contribute funds to organisations that You know or suspect to support terrorism or that are found on any terrorist-related list promulgated by the UK Home Office, the U.S. Government, the United Nations, or the European Union;

(h) You have and shall keep in place adequate procedures for dealing with any conflicts of interest;

(i) You have and shall keep in place adequate systems to deal with the prevention of fraud, bribery and/or administrative malfunction; and

(j) all Your financial and other information which has been disclosed to HasanaH is (and continues to be) to the best of Your knowledge and belief, true and accurate and You are not aware of any reason or matter which You have failed to disclose to HasanaH which might reasonably have influenced HasanaH not to register You as a Registered User.

11.5 Refunds: If after a Donation has been transferred by either HasanaH to your account, such Donation is thereafter rejected or reversed for any or no reason, including payments made in error, credit card chargebacks, refund requests, suspected or actual fraud, in whole or in part, you will be liable to refund such rejected Donation amount in full to HasanaH (as applicable). You hereby authorise HasanaH (as applicable) to deduct any such amount and any directly related out-of-pocket expenses and reasonable administrative costs incurred by it in this context from your HasanaH Online Account. If this is not possible, you are liable for reimbursing HasanaH (as applicable), and such amount shall be treated as a debt.

12. Warranties

12.1 The Nonprofit represents, warrants and covenants that:

(a) it shall fully comply and will at all times continue to fully comply with all applicable laws, statutes and regulations, including, without limitation, all privacy laws and anti-spam legislation;

(b) it has full power and authority to enter into these Terms of Service and the execution and performance of its obligations under these Terms of Service does not conflict with:

(i) any laws, rules, regulations or governmental guidelines to which the Nonprofit is subject; or
(ii) any other agreements to which the Nonprofit is a party or to which the Nonprofit is otherwise bound;

(d) any content contained in the Project Page does not violate the rights of any third party including, without limitation, any patents, trademarks, copyrights, trade secrets, trade names and other intellectual property rights whether registered or not;

(e) any content contained in the Project Page complies with all applicable laws, statutes and regulations including, without limitation, all slander, defamation, libel, obscenity and privacy laws;

(f) it is not prohibited by any applicable local laws or regulations from receiving Donations (including, where applicable, a payment equivalent to the amount of any Gift Aid reclaimed) from HasanaH for the project listed on the Website;

(g) it has obtained all necessary registrations, consents, licences or similar regulatory permissions to receive the Donations;

(h) it does not have any employees, officers, or board members, or contributes funds to organisations, that the Nonprofit knows or suspects to support terrorism or that are found on any terrorist-related list promulgated by the UK Home Office, the U.S. Government, the United Nations, or the European Union, including the U.S. Department of Treasury’s Office of Foreign Assets Control Specially Designated Nationals List, the U.S. Department of Justice’s Terrorist Exclusion List, the list annexed to Executive Order 13224, and the Terrorism (United Nations Measures) Orders 2001 and 2006 (S.I. 3365/2657);

(i) it has and shall keep in place adequate procedures for dealing with any conflicts of interest;

(j) it has and shall keep in place systems to deal with the prevention of fraud, bribery and/or administrative malfunction; and

(k) all financial and other information concerning the Nonprofit which has been disclosed to HasanaH is to the best of its knowledge and belief, true and accurate.

13. Warranty Disclaimer, Indemnity and Limitation of Liability

13.1 HasanaH does not take responsibility for any Donor generated content or information displayed on the Website. Except for as set out in these Terms, HasanaH shall not be liable to You as a result of its role as the operator of the Website.

13.2 Nothing in these Terms shall limit or exclude a party’s liability:
(a) for fraud, including fraudulent misrepresentation, perpetrated by that party;
(b) for death or personal injury caused by the negligence of that party; or
© for any other liability that cannot be limited or excluded under the applicable law.

13.3 HasanaH accepts no liability or responsibility, financial or otherwise, for any expenditure, damages and/or loss arising out of any non-payment of Funds on any due date, or otherwise arising in connection with Your use of any Funds.

13.4 Subject to clause 13.2, You acknowledge and agree that in no event will HasanaH be liable for loss of profits, non-payment of Funds, loss of data or information, business interruption or other pecuniary loss or for any special, indirect, incidental, or consequential loss, even if HasanaH has been advised of the possibility of such losses.

13.5 Subject to clause 13.1, if clause 13.3 or clause 13.4 are held to be unenforceable or inapplicable for any reason by a court of law, then the total liability of HasanaH, its affiliates, directors, officers, agents, employees, suppliers, subcontractors or licensors to the Nonprofit, whether based on an action or claim in contract, negligence or breach of statutory duty or otherwise, arising out of or in relation to these Terms shall be limited to the lower of:
(i) an amount equal to 12% of the Funds transferred to You in the twelve (12) months prior to the event giving rise to the claim, or
(ii) USD 100 (or GBP equivalent).

13.6 Subject to clause 13.2, the Website is provided to You on an “as is” basis without representations, warranties or conditions of any kind. As between the parties, You assume responsibility for determining the suitability of the Website, for the use of the Website and for the results obtained. HasanaH disclaims all warranties, conditions and representations of any kind, whether express, implied or collateral, including, but not limited to, all conditions, representations or warranties of merchantability, of fitness for a particular or general purpose, of non-infringement, of compatibility or that the Website is secure, or error free or will operate without interruption or will be provided in a timely or proper manner or at all.

14. Your Indemnity

14.1 You will indemnify and hold HasanaH, its affiliates, directors, officers, agents, employees, suppliers, subcontractors and licensors harmless from and against any losses, damages and expenses (including legal fees) (“claims”) arising out of or relating to
(a) Your use of the Funds
(b) any violation by You of any of the provisions of these Terms and/or
© Your Project Pages, including, without limitation, that the content or trademarks infringe the intellectual property rights of any third party or that the content of the Project Page is slanderous, defamatory, obscene or violates any other rights (including privacy rights) of any third party.

15. Termination

15.1 These Terms will take effect on the date Your registration is notified to you as being effective (“Effective Date”) and will continue until Your registration is terminated in accordance with these Terms (the “Term”).

15.2 HasanaH may terminate Your registration, with or without cause and without paying any termination fees, charges or other amounts, at any time immediately upon written notice to You. HasanaH will not refund any registration, subscription or similar fees applicable to the period after the termination date.

15.3 You may terminate Your registration at any time by providing notice to HasanaH that You wish to deactivate Your registration.

15.4 From the effective date of termination:

(a) HasanaH may (at its discretion) maintain the HasanaH Online Account and Your Project Page(s) on the Website, including for HasanaH’s audit or other record retention purposes;

(b) the donation function on Your Project Page(s) will be disabled and Donors will no longer be allowed to donate to make Donations to HasanaH via your Project Page and indicate that they want their Donations to go to You;

15.5 HasanaH will, subject to these Terms, transfer any Funds to You that it has already resolved to transfer to You and in respect of which HasanaH has received Donations and/or Gift Aid prior to the point of termination. HasanaH shall not be under any obligation to transfer any Funds to you in respect of Donations and/or Gift Aid that it receives after the point of termination.

15.6 Notwithstanding termination of these Terms, You shall still be required to report to HasanaH on the use of any Funds paid to You in accordance with clause 9 of these Terms and HasanaH shall continue to be able to publish and share any reports and supporting documentation received by You in accordance with clause 9.3.

16. Suspension and Withdrawal

16.1 HasanaH may, in its sole discretion and in accordance with HasanaH’s investigation policy and framework, withhold or suspend the payment of Funds and where appropriate require the return of some or all of the Funds already transferred to You, and suspend any of Your Project Pages on the Website if:

(a) any Funds are used in a manner that does not comply with these Terms;

(b) You obtain duplicate funding from a third party for a Project listed on the Website;

© You take (or threaten to take) any actions which, in the reasonable opinion of HasanaH, brings, or is likely to bring, HasanaH’s name and/or reputation into disrepute or which damages HasanaH’s reputation in any way;

(d) You fail to provide reports and/or other information required by HasanaH in a timely manner or You provide HasanaH with any information that HasanaH reasonably deems to be misleading and/or inaccurate;

(e)You have, in the reasonable opinion of HasanaH, not made satisfactory progress with the Project and/or You are delivering the Project in a negligent manner;

(f) You cease to operate for any reason, or You pass a resolution (or any court of competent jurisdiction makes an order) that You are to be wound up or dissolved (other than for the purpose of a bona fide and solvent reconstruction or amalgamation);

(g) You become insolvent, or You are declared bankrupt, or You are placed into receivership, administration or liquidation, or a petition has been presented for Your winding up, or You enter into any arrangement or composition for the benefit of Your creditors, or You are unable to pay Your debts as they fall due; or

(h) You fail to comply with any of these Terms and fail to rectify any such failure within 30 days of receiving written notice detailing the failure.

16.2 We reserve the right to close (or retire) any Project listed on the Website in our sole discretion if we have not received any Donations in respect of a Project for a period of one year. You may also close Projects on the Website at any time, providing that where You have already received Funds from HasanaH in respect of any such Project, you must continue to comply with these Terms in relation to the use of such Funds, including (but not limited to) continuing to comply with the Reporting Requirements in respect of such Project.

16.3 Once HasanaH has received sufficient Donations for a Project’s funding goal to be met, or You inform us that the funding goal has been met from other sources, the Project will be marked as “funded” on the Website and will no longer be eligible for Donors to request that their Donations be allocated to that Project.

17. Confidentiality

17.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, supporters, donors or suppliers of the other party, except as permitted by this clause 17.

17.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Terms. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 17; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17.3 Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under these Terms.

18. Governing Law

These Terms shall be construed in accordance with the law of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts.

19. Third Party Rights

No person other than a party to these Terms shall have any rights to enforce any of the terms and conditions of these Terms.

20. Assignment

The Nonprofit will not assign or transfer these Terms or any of its rights or obligations under these Terms, without first obtaining the prior written consent of HasanaH, such consent not to be unreasonably withheld.

21. Entire Agreement

This Agreement and all of the documents referred to in it constitutes the entire agreement and understanding between the parties and supersedes any previous agreement or understanding between the parties in relation to such subject matter.

22. Amendment

These Terms cannot be modified, varied or amended in any way by You. HasanaH reserves the right to modify, vary, amend or supplement these Terms at any time. HasanaH will post the current version of these Terms on the Website and each such change will be effective upon posting on the Website or upon the date designated by HasanaH as the “effective date” (if any). Your continued use of the Website following any such change constitutes your agreement to be bound by and its acceptance of these Terms.

23. Severability

If any provision of these Terms is or becomes invalid, illegal or unenforceable, that provision will be deemed deleted and any such deletion shall not affect the validity and enforceability of the rest of these Terms.

24. Force Majeure

Neither party will be liable for any loss or damage or for any delay or failure in performance due to acts beyond the reasonable control of such party whether or not such acts could reasonably be anticipated (including acts of God, legislative, judicial or regulatory acts of any government, court or regulatory authority, epidemics, pandemics or the outbreak of a contagious disease, labour disruptions (excluding in relation to Your employees), blackouts, embargoes).

25. No Waiver

Any failure by HasanaH to exercise any of its rights under these Terms will not be deemed to be a waiver of such rights.

Schedule 1 – Registration Process

The registration process of a Non-profit includes a number or interviews as well as thorough review of, but not limited to, the following information/ documentation:

Confirmation of legal status and official certificate of registration;
Founding document (including names and titles of senior staff and board members)
Project plan and budget
Financial records for the past two years, including any annual trustee reports
Sources of funding
Details of major funders
In particular, additional information may be required for Nonprofits that are not registered charities in the UK. The additional information that HasanaH may request may include, but not be limited to, the following:
a written rationale which sets out:
(a) how the Nonprofit considers the Project will be in pursuance of the HasanaH’s charitable objects;
(b) how the proposed Project is providing public benefit;
© how any private benefit is limited, necessary and incidental to the charitable purpose of the Project;
(d) whether the Nonprofit is engaged in political activities (and if so, what these are), and whether Funds from HasanaH would further these activities in any way;
(e) how the Nonprofit funds any non-charitable activities which it undertakes; and
(f) any potential reputational risks to HasanaH which may arise from HasanaH transferring Funds to the Nonprofit and/or the Project.

HasanaH will commence its registration review following Your submission of all of the required documentation. HasanaH will aim to complete the review process within two to four weeks of Your submission of the necessary documents and approval is subject to Your compliance with these Terms (including the Due Diligence Requirements) and HasanaH’s policies (as notified to you from time to time).

Schedule 2 – Due Diligence Process

The Due Diligence Process conducted by HasanaH at the time of Your registration shall, unless otherwise specified by HasanaH, expire two years after the completion of such due diligence.
Upon such expiry and at a minimum every two years thereafter, HasanaH will undertake any further checks it deems necessary to re-verify Your identity, objectives and activities. If You fail to provide HasanaH with the additional documentation required for HasanaH to complete such follow-up due diligence, HasanaH will deactivate all Projects relating to You that are listed on the Website and You will not be allowed to participate in any HasanaH affiliated programs.
HasanaH reserves the right to require You to submit documentation to HasanaH at any time to verify use of Funds, confirm programmatic activity, or for other due diligence purposes.

Schedule 3 – Reporting Requirements

You must submit quarterly Project reports to HasanaH which provide an update to both Your supporters and HasanaH’s staff on the Project’s progress (“Quarterly Project Reports”). These reports must be in an approved format, such format to be communicated by HasanaH from time to time.
The first Quarterly Project Report must be provided within 90 days of You posting a Project on the Website, regardless of whether it has received any funding. Subsequent Quarterly Project Reports must be made within 90 days of the previous report. Quarterly Project Report being submitted to HasanaH.
The Quarterly Project Reports will be made visible on the Website and be sent to relevant Donors and email subscribers. The Nonprofit must also provide a written report to HasanaH upon its Project being marked as ‘fully funded’ on the Website and the Nonprofit must continue to provide Quarterly Project Reports to HasanaH in relation to a Project until all Funds for that Project have been spent or any unspent Funds have been returned to HasanaH in accordance with these Terms (whichever is later).

HasanaH reserves the right to amend and update the Reporting Requirements from time to time.