1 Who these terms are between
These terms are between [LEGAL ENTITY NAME], trading as DonorFix, of [REGISTERED ADDRESS] ("DonorFix", "we", "us"), and the organization that engages us ("you", "the Client").
They apply to every proposal, quotation, order and engagement, and they take effect when you accept a proposal, pay a deposit, or ask us to begin work, whichever happens first.
If your own purchase order or supplier terms conflict with these, these terms prevail unless we have agreed otherwise in a signed document.
2 What we provide
We design, build and configure websites, donation pages, donor records systems and donor portals, together with related setup and support, as described in the proposal we issue to you. The proposal, together with these terms, forms the whole agreement.
Where the website or any marketing material describes a feature in general terms, the proposal governs what is actually included in your engagement. Package descriptions on our website are illustrative and do not themselves form a contract.
We are an independent contractor. Nothing in these terms creates a partnership, joint venture, agency or employment relationship, and we are not your fiscal agent, financial adviser, accountant or attorney.
3 Scope, changes and extra work
The proposal states what is included, including the number of pages, the features to be built and the number of review rounds. Anything not stated in the proposal is not included.
Unless expressly stated otherwise, the following are not included: logo or brand design, professional photography, stock media licenses, copywriting or content creation, translation, paid advertising, SEO campaigns, ongoing content updates, third-party subscription costs, and formal accessibility audits or certification.
Change requests
You may request changes at any time. Where a request falls outside the agreed scope we will tell you before doing the work, and we will provide a fixed price or an hourly estimate for your approval. We are not obliged to carry out out-of-scope work, and any timeline is extended by the time taken to agree and complete it.
Review rounds
The proposal states how many rounds of revision are included. Additional rounds are chargeable at our then-current hourly rate.
4 What you are responsible for
To let us deliver, you agree to:
- Provide content, images, logos and brand assets in a usable format, and confirm you have the right to use them.
- Provide timely access to your domain registrar, existing website, hosting and any third-party accounts we need.
- Nominate one person with authority to give approvals and answer questions.
- Respond to requests for approval, information or access within five business days.
- Open and maintain your own accounts with the payment processor, host and any third-party services, and comply with their terms.
- Keep your own credentials secure and tell us promptly if they are compromised.
- Ensure your content is lawful, accurate, and does not infringe anyone's rights.
Delays caused by any of the above extend our timelines by at least the period of delay, and may incur additional charges where they cause us to reschedule work.
5 Timelines and the ten-day build
Where we state a build time of ten days, this means ten business days, and the period begins on the day we have received all of the following: your signed acceptance, the deposit, your content and brand assets, and the access we have requested.
The following are expressly excluded from that period and are not our responsibility:
- Verification, underwriting or approval by a payment processor.
- Domain transfers, DNS propagation, or actions required by your registrar.
- Time awaiting your review, approval, content or decisions.
- Any period during which a third-party service we depend on is unavailable.
Timelines are estimates given in good faith. Time is not of the essence in this agreement, and we are not liable for loss arising from a delay.
6 Fees, payment and late payment
Fees are stated in the proposal in US dollars and are exclusive of any taxes, duties or bank charges, which are your responsibility. Unless the proposal says otherwise:
- 50% is payable before work begins.
- 50% is payable on launch, meaning the date the system is live and capable of processing a live transaction, or the date you first use it publicly, whichever is earlier.
Invoices are due within fourteen days. We may suspend work, withhold delivery, or take the site offline where an invoice is more than fourteen days overdue, and we may charge interest at 1.5% per month or the maximum permitted by law, whichever is lower, together with reasonable costs of recovery.
Support plan fees are payable in advance and are non-refundable for the period already begun. We may change support plan pricing on thirty days' written notice; you may cancel before the change takes effect.
Third-party costs, including hosting, domain registration, payment processing fees, email services and any paid integrations, are contracted directly by you and are not included in our fees.
7 The refund guarantee
We offer a refund guarantee on the build fee, on the following terms.
If, by the agreed launch date, we have failed to deliver a donation system that (a) is installed on your website, (b) is connected to your payment account, and (c) successfully completes a test transaction, and that failure is caused by us rather than by any matter listed in section 5 or section 4, then on your written request we will refund the build fees you have paid in full.
The guarantee:
- Applies to build fees only, not to support plan fees, third-party costs, or out-of-scope work already delivered and approved.
- Must be claimed in writing within thirty days of the agreed launch date.
- Is your sole and exclusive remedy for non-delivery.
- Does not apply where you have delayed, changed scope, failed to provide access or content, or where a third party has declined or delayed your account.
- Does not cover donation revenue, fundraising performance, search rankings, traffic, or any other outcome.
On payment of a refund, any license granted to you under section 10 ends and you will cease using the delivered work.
8 Support plans
Support plans are optional and are described in the proposal. Unless stated otherwise:
- Plans cover the system we built. They do not cover third-party services, your own hosting account, content you or others have changed, or work arising from misuse.
- Included hours do not roll over between periods.
- Plans renew automatically for successive periods until cancelled with thirty days' written notice by either party.
- We aim to respond to urgent issues, meaning a fault in our system that prevents donations being taken, within one business day. This is a target, not a guarantee, and does not create a service level agreement unless one is signed separately.
Where you are not on a support plan, we may still assist with faults in our own work at our discretion, and may charge for it at our then-current rate.
9 Donations and payment processing
We never receive, hold, control or have access to your donation funds.
Donations are processed by a third-party payment provider under an account held in your organization's name, under a contract between you and that provider, and settle directly to your bank account. We act only as the party that configures the integration.
Accordingly we are not liable for:
- Any decision by a payment provider to approve, decline, suspend, hold, reverse or terminate your account or any transaction.
- Processing fees, chargebacks, disputes, refunds to donors, or fraudulent transactions.
- Delays in settlement, or funds held by a provider.
- Any failure or downtime of the payment provider.
- Donations not received, abandoned, mis-keyed, or given in error.
You are solely responsible for reconciling your donations, issuing donor acknowledgements, and meeting your obligations to your donors.
10 Ownership and intellectual property
What you own
On payment in full, you own the website content, design assets we create specifically for you, your domain, your hosting account, your payment account and your donor data. Your content and brand assets remain yours throughout.
What we retain
We retain all rights in our pre-existing materials, frameworks, templates, code libraries, tooling and know-how used to build your system, including any improvements to them. On payment in full we grant you a perpetual, worldwide, non-exclusive, non-transferable license to use those materials as part of your own website, for your own organization's purposes.
That license does not permit you to resell, sublicense, redistribute or repackage our underlying code or system for use by any other organization.
Where a package includes features you have not purchased, those features remain disabled and are not licensed to you.
Third-party components
Open-source and third-party components remain subject to their own licenses.
Portfolio rights
Unless you tell us otherwise in writing, we may name you as a client and show screenshots of the work in our portfolio and marketing. We will not disclose your donor data or confidential information.
11 Data, privacy and security
Your donor data is stored in a database on hosting held in your organization's name. As between us, you are the controller of that data and we are a processor acting on your instructions.
We will:
- Access your data only as necessary to provide the services.
- Apply reasonable technical and organizational measures to protect it.
- Not sell, rent or disclose it, except where required by law.
- Export your data to you in a common format on written request.
You are responsible for your own privacy policy, donor consents, and compliance with any data protection laws that apply to you, including state privacy laws and, where relevant, the GDPR or UK GDPR.
No system is perfectly secure. We do not warrant that the system cannot be compromised, and we are not liable for unauthorized access that does not result from our negligence. You are responsible for keeping your own credentials secure.
Where a support plan is not in place, security patching and updates are your responsibility.
12 Third-party services
The system depends on services provided by others, which may include payment processors, hosting providers, domain registrars, email delivery services, calendar and booking tools, and CRM or email marketing platforms.
Those services are contracted directly by you, are governed by their own terms, and may change, increase prices, degrade or cease. We are not responsible for their availability, performance, pricing, policies, or for any change that breaks an integration. Where a third party changes its interface, restoring the integration is chargeable work unless a support plan covers it.
13 Tax, legal and accessibility compliance
We do not provide legal, tax, accounting or fundraising-compliance advice.
Where we configure donation receipts, acknowledgement wording, year-end statements or similar, we do so using templates and information you supply. You are responsible for confirming that they meet the requirements of the IRS and any other authority that applies to you, and we recommend your accountant or attorney reviews them before launch. We are not liable for any tax consequence to you or to any donor.
You are responsible for charitable solicitation registration in every state where you solicit, for your own 501(c)(3) status, and for all reporting obligations.
We build with accessibility in mind as a matter of practice. Unless the proposal expressly includes an independent accessibility audit and states a conformance level, we do not warrant conformance with WCAG, the ADA, Section 508, or any other accessibility standard, and we are not liable for any claim arising from accessibility.
We do not warrant any search engine ranking, traffic level, conversion rate, donation volume or fundraising outcome.
14 Warranties and disclaimers
We warrant that we will perform the services with reasonable care and skill, and that the work will substantially conform to the proposal on the date of delivery.
We will correct defects in our own work reported within thirty days of launch at no charge. This does not extend to changes of mind, new requirements, content changes, or faults caused by you, a third party, or a change to a third-party service.
Except as expressly stated in these terms, the services and all deliverables are provided "as is" and "as available", and we disclaim all other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted or error-free operation.
15 Limitation of liability
Nothing in these terms excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be excluded.
Subject to that, we are not liable for any indirect, incidental, special, consequential, exemplary or punitive damages, nor for loss of donations, loss of revenue, loss of funding, loss of profits, loss of goodwill, loss of anticipated savings, reputational harm, business interruption, or loss or corruption of data, however caused and whether or not we were advised such loss was possible.
Subject to that, our total aggregate liability arising out of or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees actually paid by you to us in the twelve months preceding the event giving rise to the claim.
You acknowledge that our fees are set on the basis of these limitations, and that they are a reasonable allocation of risk between us.
Any claim must be brought within twelve months of the date on which the cause of action arose.
16 Indemnity
You will indemnify and hold us harmless against all claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising from:
- Content, images, data or materials you supply, including any claim that they infringe a third party's rights.
- Your use of the deliverables after delivery, including any modification made by you or anyone acting for you.
- Your breach of these terms, or of any third-party service's terms.
- Any claim by a donor, funder, regulator or tax authority relating to your fundraising, receipting, solicitation registration or tax status.
- Any claim relating to accessibility, privacy or data protection, except to the extent caused by our negligence.
17 Term, termination and what happens after
Either party may terminate an engagement on written notice if the other commits a material breach and fails to remedy it within fourteen days of being asked to.
You may cancel a build before launch. Where you do, you remain liable for all work completed to the date of cancellation, and the deposit is non-refundable except where the refund guarantee in section 7 applies.
We may decline or terminate an engagement where we reasonably believe the work is unlawful, would damage our reputation, or where you have been abusive to us.
On termination for any reason:
- Fees for work completed become immediately payable.
- Your website, hosting, domain, payment account and donor data remain yours and stay in your name.
- We will export your donor data to you on written request.
- We will hand over administrative access to accounts held in your name.
- Licenses granted under section 10 survive, provided you have paid in full.
- We are not obliged to retain copies of your data, and may delete our copies after thirty days.
Sections 9, 10, 11, 13, 14, 15, 16, 18, 20 and 21 survive termination.
18 Confidentiality
Each party will keep the other's confidential information confidential, use it only for the purposes of this agreement, and not disclose it except to those who need it and are under equivalent obligations. This does not apply to information that is public, independently developed, or required to be disclosed by law.
19 Events outside our control
We are not liable for any failure or delay caused by events beyond our reasonable control, including acts of God, natural disaster, war, civil unrest, epidemic, government action, strikes, failure of telecommunications or internet infrastructure, power failure, cyber attack, or the failure, suspension or withdrawal of any third-party service. Where such an event continues for more than sixty days, either party may terminate on written notice.
20 General
- Entire agreement. The proposal and these terms are the whole agreement between us and replace anything said or written before. Neither party relies on any statement not set out in them.
- Variation. Changes must be in writing and agreed by both parties.
- Assignment. You may not assign this agreement without our written consent. We may assign or subcontract, and remain responsible for any subcontractor's work.
- Severability. If any provision is held unenforceable, the rest continues in force and the provision is modified to the minimum extent necessary.
- Waiver. A failure to enforce a right is not a waiver of it.
- Notices. Notices must be in writing and sent by email to the addresses used in the engagement, and are deemed received on the next business day.
- No third-party rights. No one other than the parties has any right to enforce these terms.
- Non-solicitation. Neither party will solicit the other's staff or contractors during the engagement and for six months afterwards.
21 Governing law and disputes
These terms and any dispute arising from them are governed by the laws of [JURISDICTION], without regard to conflict of law rules.
Before starting proceedings, the parties will attempt in good faith to resolve any dispute by discussion for thirty days, and then by mediation.
The courts of [JURISDICTION] have exclusive jurisdiction. Each party waives any right to a trial by jury, and agrees that claims will be brought individually and not as part of any class or representative action.
22 Privacy policy
This section explains what we do with personal information collected through donorfix.com. It is separate from the donor data held in systems we build for clients, which is covered by section 11.
What we collect
- Information you give us: your name, email address, organization, website and anything you write, when you book a call or contact us.
- Booking information: collected through our scheduling provider when you book a call.
- Technical information: your IP address, browser type, device and pages viewed, collected automatically by our hosting provider in server logs.
Why we use it
- To respond to you, arrange calls and prepare proposals.
- To provide and improve our services.
- To keep records required for tax and accounting.
- To keep the site secure and working.
Our lawful bases, where the UK or EU GDPR applies, are performance of a contract, our legitimate interest in operating and marketing our business, and legal obligation.
What we do not do
We do not sell your information. We do not share it with anyone except the service providers we need to run our business, and only to the extent needed.
Who we share it with
Our hosting provider, our scheduling provider, our email provider, and our accountant. Each processes information on our behalf under their own terms.
Cookies
This site does not set advertising or analytics cookies. Our scheduling provider may set cookies necessary for the booking to work; those are governed by that provider's own policy.
International transfers
We operate from the Philippines and work with clients and providers in the United States and elsewhere. Your information may therefore be transferred and stored outside your own country.
How long we keep it
Enquiries that do not become engagements are deleted within twenty-four months. Records relating to engagements are kept for as long as required for tax and legal purposes.
Your rights
Depending on where you live, you may have the right to access, correct, delete or receive a copy of your information, to object to or restrict processing, and to complain to a supervisory authority. California residents have rights under the CCPA/CPRA, including the right to know and to delete; we do not sell or share personal information as those terms are defined. To exercise any right, email us using the address below.
Children
This site is not directed at children and we do not knowingly collect information from anyone under 16.
Changes
We may update this policy. The date at the top of this page shows when it last changed.
23 Contact
[LEGAL ENTITY NAME] trading as DonorFix
[REGISTERED ADDRESS]
hello@donorfix.com