PayPal Giving Fund UK Charity User Agreement

(Last updated on 21 July 2015)

This is an agreement between a UK-based charity that completes the registration process described in section 2 below ("you") and PayPal Giving Fund UK ("PayPal Giving Fund", "we," "us").

  • Registered Charity Name: PayPal Giving Fund UK
  • Registered Charity No: 1110538
  • Registered Company No: 5507404
  • Registered Office: Whittaker House, Whittaker Avenue, Richmond, Surrey, England TW9 1EH

Introduction

  • We collect donations from eBay Users, PayPal Users and Other Users, acting as Community Sellers or Donors.
  • We forward each Donation that is made to us to a Charitable Beneficiary. We endeavour to recover Gift Aid on eligible donations and insofar as we do, each Donation to a Charitable Beneficiary will be enhanced by the amount of the Gift Aid recovered.
  • PayPal Giving Fund provides direct benefits to Participating Charities in three ways:
    1. Participating Charities may receive donations from eBay Community Sellers. Community Sellers may, while listing an item through eBay for Charity, select the Participating Charity of their choice.
    2. Participating Charities may act as Direct Sellers themselves within eBay for Charity, by posting their own items for sale on eBay and thus raising funds.
    3. eBay Users, PayPal Users and Other Users (acting as Donors) can make donations not connected to specific eBay listings to a Participating Charity, for example by making a donation when they buy an item on eBay, or via PayPal Giving Fund’s cash donation interfaces.
  • By clicking on the button marked "I Accept" at the end of these Terms and Conditions and/or by using or accessing our Website, you agree to be legally bound by these Terms and Conditions as they may be modified and posted on our Website from time to time.
  1. Registration
    1. In order to register as a Participating Charity you must perform the following to our satisfaction:
      • Enrol with PayPal Giving Fund using a PayPal Confirmed Charity account, thereby linking the account to PayPal Giving Fund
      • Accept PayPal Giving Fund Terms and Conditions and provide the additional information we request
      • You will promptly tell us of any change to any of the information you provide.
    2. If you are registered with eBay to sell items through eBay's online marketplace, you may also list items as a Direct Seller. To do this, you will need to identify your organisation as the Seller by adding your eBay Seller ID to your Charity Profile on eBay’s Charity Portal. You should also link your eBay account to your PayPal Confirmed Charity account.
    3. You may update or correct information contained in your Charity Profile by contacting us or by using Online Tools that may be provided. You agree to update your Charity Profile promptly whenever necessary to maintain its accuracy and completeness.
    4. You will cease to be a Participating Charity if this Agreement terminates (section 9 below).
  2. Obligations of Participating Charities
    1. You hereby grant PayPal Giving Fund a non-exclusive licence to use and sub-licence your Logo during the term of this Agreement in connection with identifying your organisation to eBay Users, PayPal Users, StubHub Users and Other Users. We recognise that you retain ownership of your trademarks and any associated good will.
    2. You also grant PayPal Giving Fund the right to create, use and sub-licence a Featured Logo and Featured Phrase to represent your charity. You have the right to submit an alternative Featured Logo and/or Featured Phrase to us, and we reserve the right to determine whether any Featured Logo and/or Featured Phrases you submit will be acceptable and effective for the purpose of representing your charity.
    3. You will maintain a PayPal Confirmed Charity account in good standing with PayPal, and linked to PayPal Giving Fund. If your PayPal account loses this status, PayPal Giving Fund may terminate this Agreement immediately and you will cease to be a Participating Charity.
    4. You are responsible for complying with all laws, rules and regulations applicable to your activities under this Agreement and will bear all associated costs.
  3. Eligibility to Benefit from Donations
    1. For so long as you are a Participating Charity, we will post information about you on the Website and will permit eBay Users, PayPal Users and Registered Merchants to access and view that information. If a Community Seller specifies your organisation as his or her Charitable Beneficiary for a particular Listing, information about your organisation (or a hyperlink to that information) will be included within that Listing on the eBay online marketplace.
    2. We will permit Community Sellers to select your organisation as a Charitable Beneficiary for any Listing submitted by those Community Sellers. eBay will send you notification of each Listing in which your organisation has been named as the Charitable Beneficiary (unless you have chosen to opt out of notification). We understand that Participating Charities may sometimes prefer not to receive donations from particular Listings and sales which are contrary to their policies. For that reason, eBay allows you to request that a particular Listing be removed (and indicate your reasons for making such a request).
    3. Donations made by Community Sellers and Donors are given to PayPal Giving Fund and we re-grant them in full, once the minimum pay out threshold (details of which can be found on this page if applicable) has been reached, to Charitable Beneficiaries. PayPal Giving Fund also obtains Gift Aid (in its own right as a registered charity, rather than on your behalf) and pays it to the Charitable Beneficiary that benefited from the relevant Donation. Payments are made according to our schedule, which can be found here.
    4. Any Donation will be made in electronic money transferred to the PayPal account linked to your charity profile within PayPal Giving Fund. You agree to set up your PayPal account and the necessary steps to enable us to pay you via your PayPal account.
    5. PayPal Giving Fund will not pay Donations to you if you are not a Participating Charity when such a Donation becomes payable. If by mistake you receive any Donation after you have ceased to be a registered charity or Participating Charity, you will promptly refund the full amount of the Donation to us. Until you refund it, that Donation will be an amount that you owe us. We may debit your PayPal account for that amount, or we or PayPal may set off amounts that we would otherwise subsequently pay to you against the amount owed us for the Donation that you were ineligible for.
    6. As a Participating Charity, you have the option to receive Donations from Donors through cash donation features and tools provided by PayPal Giving Fund to PayPal Users and Other Users, such as Registered Merchants. For details of the different donation options, and/or to exclude your organisation from some or all of these features, you can contact us or update the relevant preference in your Charity Profile. Please also note:
      1. these features may be available outside eBay, for example, on our other partner websites and as part of offline applications;
      2. we recognise the importance of minimising the risk to your reputation through permitting Registered Merchants to identify your charity by using our donation facilities. We agree to comply with the applicable UK legal requirements before permitting a Registered Merchant to use our donation facilities, and will require Registered Merchants to enable your charity to opt out of their charitable giving programmes.
    7. You acknowledge that we make no promise that you will receive any minimum amount of funds or any funds at all. In particular, we reserve in our Agreement with Community Sellers, the right not to grant funds to a named Charitable Beneficiary if for example, it has ceased to be a Participating Charity, or we are unable to deliver it.
  4. Licences and Access to PayPal Giving Fund Online Tools
    1. For so long as you are a Participating Charity you may access the Website and any Online Tools that may be provided.
    2. So long as you are a registered Participating Charity, you may use the Online Tools. You understand that you are not permitted to use them for any other purpose other than that permitted under this Agreement.
    3. When you submit a valid Listing to eBay as a Direct Seller, we will upload information to eBay indicating that the Proceeds from the Listing are for your benefit.
    4. If your Listing as a Direct Seller indicates a Charitable Beneficiary other than your organisation, we will include information and/or logos (or a hyperlink to the same) about that organisation, provided that that organisation has provided appropriate information and materials to us and it has approved its designation as a Charitable Beneficiary. You will agree that we may include an icon that identifies your Listing as a charitable Listing.
    5. You acknowledge that when selling Listings on your own behalf (as a Direct Seller), such sales are transactions between you and the relevant buyer(s) and you remain solely responsible for delivery of items and collections of amounts owed to you by buyers.
    6. The contents of our Website including the Online Tools are protected by international copyright laws and other intellectual property rights. The owner of these rights is PayPal Giving Fund, its affiliates or other third party licensors. All product names and logos mentioned in our Website are the trade marks, service marks of their respective owners, including us.
    7. You understand that PayPal Giving Fund does not act on behalf of eBay, PayPal or any Registered Merchant. This Agreement does not give you access to or use of eBay, PayPal or any Registered Merchant; separate agreements will govern your use of eBay and PayPal.
  5. Benefiting from Donations
    1. We do not charge you a fee for using the Website or the Online Tools. In addition, we do not make any deduction for our expenses and services from the funds we re-grant to you. We will also ensure that you do not incur a fee for receiving funds from us into your PayPal account.
    2. We will use all reasonable endeavours, where applicable, to recover the tax from HM Revenue & Customs in respect of each Donation claimed under Gift Aid. You acknowledge that there is no guarantee that we will collect and pass on Gift Aid on any Donation.
    3. PLEASE NOTE CAREFULLY: If you submit a Listing to eBay through an eBay seller ID that is not registered as a Direct Seller for you as a Participating Charity, we shall treat the Listing as though it was made by an ordinary Community Seller. As such, all policies applicable to Community Sellers will be applicable to such Listings. Whenever you submit a Listing, you should be certain that your eBay Seller ID is added to your Charity Profile as a Direct Seller and your organisation is identified as the Charitable Beneficiary as outlined in Section 4.4.
    4. With the Donor’s consent and when you receive a Donation, PayPal Giving Fund will disclose to you the Donor’s name and contact details, In view of the limits of the Donor’s consent to us, we disclose this information to you only for the purpose of enabling you to acknowledge the Donation to resolve any issues with the Donation, and to provide a reasonable amount of information about the charity’s work. You become the data controller of the Donor’s personal information that we pass to you for this limited purpose, and you are responsible to the Donor under the DPA for your use of that information. You must not use the Donor’s personal information for any other purpose without the Donor’s further consent, and you will violate the DPA if you do so. Unless you first receive the Donor’s consent as required by the DPA, you must refrain from using the Donor’s personal information for marketing purposes or for any purpose not allowed in this clause.
    5. Commercial Participators

    6. Under UK law, a "commercial participator" is someone who encourages purchases of goods or services by stating that some of the proceeds will go to charity.
    7. You hereby authorise PayPal Giving Fund to enter into agreements on your behalf with commercial participators that wish to make a donation to you under the eBay for Charity programme or through our other cash donation features and tools available subject to your preferences in your Charity Profile (see Section 4.7).
    8. You (the "Charity") may terminate your agreement with any commercial participator:
      1. at any time by delivering three months' notice in writing to PayPal Giving Fund;
      2. immediately if the commercial participator does anything which in the reasonable opinion of the Charity brings the Charity's name or reputation into disrepute in any way. If you terminate your agreement with the commercial participator pursuant to this clause, you agree to notify PayPal Giving Fund immediately so that PayPal Giving Fund may endeavour to change the information on the eBay marketplace about the related Listing.

        Your right to terminate your agreement with a commercial participator is in addition to your right to terminate a Listing in which you are stated as the Charitable Beneficiary.

    9. You hereby authorise PayPal Giving Fund to enter into agreements on your behalf with commercial participators that wish to make a donation to you under the eBay for Charity programme or through our other cash donation features and tools available subject to your preferences in your Charity Profile (see Section 4.7).
  6. Use of Funds
    1. The funds we grant to you may not be used to advance any purposes which are not charitable under the laws of England and Wales. For further information about those purposes, please see the Charity Commission’s guidance.
    2. You agree to respond promptly to any reasonable request from us for information about your use of funds which we have granted you. In general, we will only make such a request where you have received substantial funds from us, or we have reasonable cause for concern that funds may not have been applied for the purposes set out in clause 6.1.
    3. If your charity is not registered with the Charity Commission for England and Wales, and has purposes that diverge from those recognised as charitable in the Charity Commission’s guidance, you should follow recommended accounting practice and treat the funds you receive from us as limited for accounting purposes, recognising the funds in any published accounts.
    4. Charity and company law requires you to maintain records of receipts and expenditures of the funds for a period of at least seven years after the transaction was made.
    5. You agree, upon reasonable notice and at reasonable times, to make all relevant records of funds you receive from us available for inspection, copy and audit by us or our agents, for the purpose of verifying your compliance with this Agreement.
    6. You shall permit us or our agent reasonable access to your employees, agents, premises, facilities and records for the purpose of discussing, monitoring and evaluating your fulfilment of your obligations under this Agreement. You also agree to respond to reasonable questions that we may pose to you and provide appropriate oral or written explanations to us about your performance of your obligations.
    7. We may require you to repay the funds to us within 14 days after notice from us if any of the following circumstances arise:
      1. You cease to operate, are declared bankrupt, become insolvent or enter into administration, receivership or liquidation;
      2. This Agreement is terminated in accordance with clause 9 below;
      3. You have acted fraudulently, negligently or dishonestly, where such fraud, negligence or dishonesty has in our opinion had a material adverse effect on your use of funds you have received from us;
      4. We determine that the funds you have received from us have not been applied for purposes that are charitable under the laws of England and Wales, or you have committed some other material breach of the grant conditions;
      5. We have made an overpayment to you, and have notified you of the overpayment but you have failed to reimburse us for it.
  7. Warranties
    1. You represent and warrant to us that:
      • you will at all times use the Website; the Online Tools; and the websites and other tools of any Registered Merchant in compliance with all applicable laws, rules and regulations;
      • all information provided by you in your Charity Profile and any Listing submitted through the Online Tools is true and accurate, both when you provided it and for as long as this Agreement remains in effect;
      • you will not disparage us, eBay, any Registered Merchant or any Participating Charity;
      • you have the right to disclose all information in your Charity Profile or otherwise provided by you to us;
      • you are the owner of or have the rights to sell all items in Listings you submit.
    2. You agree to indemnify and hold harmless PayPal Giving Fund and its officers, directors, employees, agents and vendors from and against all claims, costs, losses, damages, expenses and liabilities arising from your breach of any obligation, covenant, representation or warranty under this Agreement.
  8. Liability
    1. We reserve the right to make changes or corrections, to alter, suspend or discontinue any aspect of our Website or the content or services available through it, including your access to it. Unless explicitly stated to the contrary, any new features including new content shall be subject to these Terms and Conditions.
    2. We promise that the Online Tools and the service we provide to you under this Agreement will be of satisfactory quality. We exclude all other express or implied terms, conditions, warranties, representations or endorsements whatsoever with regard to the Online Tools or the Website or any information or service provided through it.
    3. We accept no liability for any losses or damage that are not directly associated with the incident that caused you to claim, or for any loss of data, profit, revenue or business (whether direct or indirect) in each case, however caused, even if foreseeable.
    4. You accept that any liability we may have to you in respect of any damage that you may suffer in connection with this Agreement (including but not limited to using the Online Tools and/or the Website) shall not exceed £40. This limit does not apply to any liability we may have for death or personal injury resulting from our negligence or fraudulent misrepresentation, or to our obligation to pay a particular Donation payable to you as a Charitable Beneficiary.
    5. We make no representations whatsoever about any other websites which you may access through the Website or which may link to it. When you access any other website, you understand that it is independent from us and that we have no control over its content or availability. In addition, a link to any other website does not mean that we endorse or accept any responsibility for the content, or the use of, such a website.
    6. You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use our Website and is compatible with our Website. You also understand that we cannot and do not guarantee or warrant that any material available for downloading from our website will be free from infection, viruses and/or other code that has contaminating or destructive properties. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements.
    7. Neither party will be held liable for any failure to perform any obligation to the other due to causes beyond that party's reasonable control.
  9. Term and Termination of this Agreement
    1. This Agreement becomes effective when you have accepted our Terms and Conditions. Once in effect this Agreement will continue until terminated by either of us.
    2. We may terminate this Agreement at any time by giving you at least seven days’ written notice.
    3. You may terminate this Agreement at any time and for any reason on seven days' notice by giving us written notice of such intention or by terminating your membership using the tools provided for that within the Charity Area of the Website.
    4. We may temporarily suspend your access to the Website, the Online Tools and the Charity Area if you breach this Agreement.
    5. The obligations of clauses 1.1, 1.3, 3.1, 4.3, 4.4, 4.5, 4.6, 5.3, 6, 7, 8, this clause 9.5 and 11 will survive termination.
  10. Security of Information
    1. The Website has security measures in place to protect against the loss, misuse and unauthorised alteration of information in PayPal Giving Fund's possession and control. These measures are detailed in our clause 6 of our Privacy Policy.
  11. Miscellaneous
    1. This Agreement constitutes the entire agreement between us and supersedes all previous negotiation, understandings and agreements between us in relation to its subject matter. However, your agreement with eBay Europe Sàrl for the use of eBay as a Direct Seller, or your agreement with PayPal (Europe) Sàrl et Cie, SCA for the use of your PayPal account, are not agreements between us but rather with third parties, and those separate agreements are not superseded.
    2. Neither party is an agent for the other and neither party has the authority to make any commitments on behalf of the other, except as expressly provided for in this Agreement.
    3. Notices to be given by you to us may be given by any means of contact in your User Profile and will be effective when sent. If you fail to provide or update valid contact information as required by the User Profile you waive your right to receive notice under this Agreement during the period of such failure. Any notices given by us may be given by posting the information within the Website.
    4. Notices from you to PayPal Giving Fund must be given by email to the appropriate address provided within the Website and will be deemed given when actually received by PayPal Giving Fund.
    5. We may amend this Agreement at any time by posting amended terms on the Website. We will send a message to the email address in your User Profile alerting you. Except as otherwise expressly stated in such a posting all amended terms shall automatically be effective and legally binding upon you 14 days after having been posted on the Website. Your continued access to or use of the Website after such 14 day period will constitute your complete consent and acceptance to all such amended terms. If you do not accept the amended terms you may terminate this Agreement in accordance with clause 9.3 of this Agreement.
    6. Should any provision of this Agreement be held by a court or other tribunal of competent jurisdiction to be void, illegal, invalid, inoperative, or unenforceable, the remaining provisions of this Agreement shall not be affected and shall continue in effect, and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.
    7. You may not assign this Agreement without PayPal Giving Fund's prior consent; any attempted assignment in violation of the forgoing will be null and void. PayPal Giving Fund may assign this Agreement to any third party without your consent.
    8. The failure by PayPal Giving Fund to partially or fully exercise any right or the waiver by PayPal Giving Fund of any breach shall not prevent a subsequent exercise of such right to be deemed a waiver of any subsequent breach of the same or of any other term of this Licence Agreement. Any remedies made available to PayPal Giving Fund by the terms of this Agreement are cumulative and are without prejudice to any other remedies that may be available to PayPal Giving Fund in law or equity.
    9. Any dispute between you and PayPal Giving Fund which cannot be resolved by negotiation may be submitted to mediation, and if mediation fails, arbitration, under the auspices of The Chartered Institute of Arbitrators in London, or any comparable entity that you and PayPal Giving Fund may subsequently agree upon in writing. Any arbitration award issued by the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, PayPal Giving Fund has the right to seek injunctive relief from any court of competent information to protect its rights in intellectual property or confidential information.
    10. This Agreement shall be governed and interpreted in accordance with the laws of England and you hereby submit to the non-exclusive jurisdiction of the English Courts without regard to its principles of conflict of laws.
    11. We have used our best endeavours to ensure that our Website complies with UK laws and we do not accept charities from outside the UK. We make no representations that the materials on our Website are appropriate or available for use in locations outside the UK. Those who visit our Website from other locations do so on their own initiative and are responsible for compliance with all applicable laws. If use of our Website and/or viewing of it, or use of any material or content on our Website or services, or products offered through our Website are contrary to or infringe any applicable law in your jurisdiction(s), you are not authorised to view or use our Website and you must exit immediately.
    12. These Terms and Conditions do not confer any rights on any person or party (other than you and/or us pursuant to the Contracts (Rights of Third Parties) Act 1999.
    13. English shall be the language of this Agreement.
  12. VAT
    1. All charges to be made by us under this Agreement are exclusive of VAT (if any).
  13. Definitions

    In these Terms and Conditions:

    1. "Charitable Beneficiary" a Participating Charity that a Community Seller or Donor chooses to receive his Donation.
    2. "Charity Area" the area of the Website which allows Participating Charities to view, manage and/or update their details.
    3. "Charity Profile" the detail required by us in our Charity Registration Form.
    4. "Community Seller" an individual who makes Donations to a Charitable Beneficiary through eBay for Charity Listings.
    5. "DPA" the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (and any re-enactment or replacement of or amendment or extension to such legislation) and any other applicable law or regulation relating to the protection of Personal Data.
    6. "Direct Seller" a Participating Charity or individual associated with the charity who registers with us so as to sell Listings through eBay for Charity in support of their own organisation.
    7. "Donation" a donation from a Community Seller or Donor to a Charitable Beneficiary through PayPal Giving Fund.
    8. "Donor" an individual or business who or which makes a donation to a Participating Charity through PayPal Giving Fund.
    9. "eBay" means either, as the context may require:
      1. A company owned by eBay Inc. (of Delaware) which provides an online marketplace. Such companies include eBay Europe S.à.r.l. (of Luxembourg), and StubHub Services S.à.r.l. (of Luxembourg).
      2. A marketplace provided by a company owned by eBay, Inc., such as eBay.co.uk or stubhub.co.uk.
    10. "eBay for Charity" the programme whereby eBay buyers and sellers can donate through PayPal Giving Fund to a Charitable Beneficiary.
    11. "eBay User" an individual who makes use of the eBay online marketplace.
    12. "Featured Logo" a miniature image (usually a miniature version of your logo) we may use from time to time to identify your charity to eBay Users and PayPal Users.
    13. "Featured Phrase" a brief phrase (usually an abbreviated version of your mission statement or campaign) we may use from time to time to explain your charity's work to eBay Users and PayPal Users.
    14. "Listing" an item for sale on eBay listed by a Community Seller or you.
    15. "Mission Statement" a statement describing your organisation, its purposes and objectives in accordance with our guidelines.
    16. "Name and Logo" your name and logo.
    17. "Online Tools" PayPal Giving Fund account to assist Participating Charities to view and manage their donations received under this Agreement.
    18. "Other User" a user and/or provider (such as a Registered Merchant) of other websites and services who makes a donation to a Participating Charity through PayPal Giving Fund.
    19. "Participating Charity" a charity registered with PayPal Giving Fund to receive donations.
    20. "PayPal User" any business, or any user or customer of any business which makes use of the payment processing systems provided by PayPal.
    21. "PayPal Confirmed Charity" a charity that has completed PayPal’s charity vetting process, and been awarded this status by PayPal.
    22. "Personal Data" personal data about individuals, as defined in the Data Protection Act 1998.
    23. "Privacy Policy" our Privacy Policy as varied from time to time.
    24. "Proceeds" proceeds of the sale of a Listing.
    25. "Proof of Status" evidence of charitable status.
    26. "Registered Merchant" any business which is registered with PayPal Giving Fund for the purpose of facilitating the making of donations to Participating Charities by its customers or users or by the business itself under this Agreement.
    27. "StubHub user" any user of the StubHub online tickets marketplace.
    28. "User Profile" the detail required by us to identify and communicate with the individual, or individuals, who register the charity with us.
    29. "Website" http://www.paypalgivingfund.org.uk/.