Terms and Conditions

1. Terms and Conditions

1.1 These terms and conditions govern the provision of our services (the "Service") to you. They outline important information, including how we operate, how you can change or terminate the contract, and what to do in case of any issues. If you believe there's an error in these terms, please contact us to discuss.

1.2 The Contract constitutes the entire agreement between us regarding the Service. You acknowledge that you haven't relied on any statements outside of these terms and conditions, and you waive any claims for misrepresentation or misstatement.

2. Likecharity Information

2.1 We are Likecharity, an Irish company operating in Ireland. Our registered address is 14 Adelaide Road, Saint Peter’s, Dublin D02P950, Ireland. Our phone number is 014819311.

2.2 Likecharity provides a platform that allows charities to collect donations from users of mobile phones and other devices and debit and credit cards (“Donors”) and have these charitable donations billed to their mobile phone bill/mobile device account and debit and credit card accounts (the “Service”).

2.3 You can reach our customer service team by phone at the above number or via email at contact@Likecharity.ie.

2.4 If we need to contact you, we will do so by phone or in writing using the email or postal address you provided during sign-up.

3. The Contract between parties

Once you accept the Key Terms and these terms and conditions after signing up for the Service at www.Likecharity.com, a Contract between you and Likecharity will be in effect.

3.1 You hereby appoint Likecharity on a non-exclusive basis to provide the Service and for the purpose of collecting donations made to or for the benefit of your organization during the course of providing the Service.

3.2 Likecharity hereby undertakes and agrees with you that it shall at all times during the continuance in force of this Agreement look after your interests, act dutifully and in good faith, observe and perform the terms and conditions set out in this Agreement and in particular and without limitation Likecharity shall:

i. Observe all proper directions given to it by you in relation to the collection and payment of all donations and in the absence of any such directions and instructions in relation to any particular matter shall act in such manner as it reasonably considers to be the most beneficial to the interests of your organisation.

ii. Commit to you that you will only be charged fees in accordance with the fees as outlined. Any changes to the fees will be notified to you at least thirty (30) days before implementation.

iii. Keep full and proper books of account and records showing clearly all transactions undertaken by or through Likecharity in relations to the collection and payment of all donations

iv. Promptly inform you of any changes in its organisation or method of doing business which might affect its performance of its duties hereunder:

v. Not incur any liability on behalf of you or in any way pledge or purport to pledge your credit or make any contract binding upon you without your first expressly approving its terms in writing and authorising Likecharity so to do.

vi. Provide you with access to an online account that shows funds raised by Donors through the Service along with the status of funds due for payment. The applicable donation processing fees are outlined in the fees appended hereto.

vii. Provide business hours (9am to 5pm) customer support and shall handle any queries from donors in accordance with its queries and/or complaints handling process.

3.3 Subject to the terms of this Agreement, Likecharity hereby grants you a non-exclusive licence to use the Service and use Likecharity’s name, logo and brand for the duration of this Agreement as may be required hereunder in relation to the Service.

3.4 Likecharity will provide at least one keyword (e.g. GIVE on a short code 50300 for example) for the exclusive use of the relevant keyword during the term of this Agreement, which will allow Donors to engage and make donations. Likecharity reserves the right to recycle keywords if they are unpaid for and unused for a period of two months.

3.5 Likecharity will credit the donations received from the mobile network operators and the debit and credit card operators.

3.6 Likecharity will deduct its transaction fee for the Service from the donations received in accordance with the fees. You can access the online account to review donations records and Likecharity’s payment records to you.

3.7 Likecharity will process the donations from the mobile network operators and the debit and credit card operators and pass the donations, less any fees due to Likecharity, to you by electronic wire transfer. Likecharity will make payment within 90 days from the month’s end for mobile donations and subject first to receipt by Likecharity of the relevant funds from the relevant mobile network operators.

3.8 Likecharity will collect and process data in order to allow Donors to query their donation for up to twelve (12) months from the time of their donation.

3.9 Likecharity will process any refunds in accordance with its complaints handling process and any such refunds will be deducted from the following month’s donations.

3.10 To the maximum extent permitted by applicable law, Likecharity shall not be held in any way accountable and shall have no liability for any loss or damage caused to you or your Donors through the act or omission of any mobile phone operator or debit and credit card operator.

3.11. Each party will be responsible for their own costs in relation to this Agreement.

3.12 Likecharity accepts no responsibility in the event that you advertises a key word without the requisite permissions, terms and conditions, without pricing and/or with incorrect pricing. You will be solely liable in relation to any key words advertised that do not have the requisite permissions, terms and conditions, without pricing and/or with incorrect pricing. You will be solely responsible for ensuring

that key words are compliant with all laws and codes of practice issued from time to time, to include but not limited to Comreg Code of Practice.

4. Service Provision

4.1 We will make reasonable efforts to provide the Service to you during the Term Duration, following the terms outlined in this Contract.

4.2 The Service will generally be available 24/7, except during planned or unscheduled maintenance, of which we will provide notice when possible.

4.3 We may conduct risk assessments or due diligence related to the Service and notify you by email if they identify any breaches of regulatory provisions, requirements, laws, codes of practice, or internal policies.

4.4 Please note that the reporting facilities provided as part of the Service are estimates and may not be entirely accurate.

4.5 The Software provided has not been customized to meet your specific requirements, so it's your responsibility to ensure it meets your needs.

4.6 The Software might contain occasional bugs or errors, but their presence will not constitute a breach of the Contract. The Service is provided "as is" and "with all faults" and may not always be error-free.

4.7 We do not make any express or implied representations, warranties, or conditions about the quality of the Service or Software.

4.8 If requested, we will provide a consumer care telephone number for all donors using the Service, and we will handle those calls unless otherwise specified in writing by you.

4.9 We will offer a facility for you to download and view all information related to your donations.

4.10 We assure you that we will never sell or rent donors' personal information to any third parties. 4.11 When marketing the Service on your behalf, we commit to obtaining necessary permissions and rights to use the Content, following your guidelines and complying with all relevant laws and guidelines..

4.12 We may temporarily suspend the Service for various reasons, including technical issues, updates to comply with laws, infringement concerns related to third-party content, or if we believe you have breached legal obligations to a donor.

4.13 We will make reasonable efforts to contact you in advance to inform you of any planned suspension of the Service, unless the situation requires immediate action.

Revised terms and conditions for Likecharity:

5. Our Rights to Make Changes

5.1 We reserve the right to make changes to the Service without prior notice to you, including updates to reflect changes in laws and regulations or for minor technical improvements related to security.

5.2 Any updates to these terms and conditions will be communicated to you via email 30 days before they come into effect.

5.3 If required, we may also request updates to the Content within a reasonable timeframe to match the description we provided when you requested the Service.

6. Your Obligations

6.1 You are a not for profit organization that wishes to accept donations using the Service and pursuant to this further wishes to appoint Likecharity for the purposes of collecting such donations. In relation to the provision of the Service by Likecharity, you agree to:

a) Cooperate with Likecharity and provide assistance in creating Marketing materials as requested. b) Appoint a suitable and qualified representative (your "Manager") throughout the Term Duration of the Contract.

c) Promptly provide accurate information to Likecharity, including all necessary information for Assessments.

d) Obtain and maintain all necessary licenses, consents, and compliance with relevant legislation concerning your use of the Service and associated matters.

6.2 Additionally, you undertake to:

a) Ensure that the Content complies with applicable laws, regulations, licenses, codes of practice, and guidelines, obtaining necessary regulatory permissions where required.

b) Follow technical and other guidelines issued by Likecharity for the use of the Service.

c) Use the Software in accordance with relevant laws, regulations, codes of practice, and guidelines, ensuring no marketing of the Content is made to Donors without prior consent.

d) Comply with all applicable tax legislation and regulations, accounting for any payable VAT or other taxes.

e) Prevent the introduction or transmission of malicious material like viruses, Trojans, worms, or other harmful content via the Content or otherwise.

f) Ensure that the Content, Donation, or Service is not used fraudulently or illegally.

g) Provide any information or evidence reasonably requested by Likecharity in relation to your identity or compliance with the above.

h) Utilize Donations for the specific purpose, appeal, or outcome communicated to Donors when advised.

i) Notify Likecharity immediately if you stop or are likely to stop being a registered charitable organization in Ireland. Failure to comply may result in termination of this Contract by Likecharity.

7. Intellectual Property Rights

7.1 In relation to the Service:

a) Likecharity and its licensors retain ownership of all Intellectual Property Rights in the Services, excluding the Content.

b) Likecharity grants you a fully paid-up, worldwide, non-exclusive, royalty-free license during the Term Duration for receiving and using the Services in your business.

c) You shall not sub-license, assign, or transfer the rights granted in clause 8.1(b).

d) You acknowledge and agree that the URL, short code for text giving, and key words ("Bespoke Service Information") provided by Likecharity belong to Likecharity. Likecharity reserves the right to withdraw or change such Bespoke Service Information under certain conditions.

7.2 In relation to the Customer Materials, you:

a) and your licensors retain ownership of all Intellectual Property Rights in the Customer Materials. b) grant Likecharity a fully paid-up, non-exclusive, royalty-free, non-transferable license for the Term Duration of the Contract to provide the Service.

7.3 You warrant that the receipt and use of the Content by Likecharity, its agents, subcontractors, or consultants under this Contract will not infringe on the rights, including Intellectual Property Rights, of any third party. You shall indemnify Likecharity against any liabilities, costs, expenses, damages, and losses arising from any actual or alleged infringement of third-party Intellectual Property Rights connected to the receipt or use of the Content under this Contract.

8. Data Protection

The provisions of our Data Processing Agreement below shall apply to these terms and conditions.

9. Third-Party Providers

Likecharity assumes no liability for content, use, or transactions completed via third-party websites or services. Any contracts or transactions with third parties are solely between you and the relevant third party, and not with Likecharity.

10. Fees and Payment

10.1 In consideration of the Service provided by Likecharity, the following Fees shall apply for the associated products:

- Keywords cost €8.33 per month.

-Text Giving - 5% of the gross amount of every Donation. A card processing fee of 3% + 35c will apply for debit/credit card transactions.

10.2 Donations made will be paid to you monthly

10.3 Payment Processing Fee will be deducted from the associated payment.

10.4 If payment from a Payment Processor to Likecharity is delayed, Likecharity may adjust payment days accordingly.

10.5 Likecharity reserves the right to set off any payment due from you against any payment due from Likecharity to you. Payments owed to Likecharity shall be made without any set-off, counterclaim, deduction, or withholding, except for any tax deduction required by law.

10.6 Likecharity reserves the right to increase the Fees with at least 30 days written notice.

10.7 Likecharity reserves the right to invoice you Fees in accordance with clause 11.1 for any Donations refunded to Donors due to your breach of the Contract. Additionally, Likecharity may invoice you reasonable costs incurred in investigating the breach and providing such refunds.

10.8 Likecharity may suspend all or part of the Service until full payment is made

10.9 Likecharity may withhold any sums due to you if requested by a Payment Processor, Network Operator, or Regulator. Any sums exceeding Fees due will be invoiced to you by Likecharity.

10.10 The Payment Processor, Network Operator, or Regulator may request Likecharity to withhold any sum due to you and Likecharity are bound to comply.

10.11 Likecharity shall not be responsible for the payment or collection of any donations and shall only be responsible for paying the money paid to Likecharity by the mobile network operators/mobile account operator and the debit and credit card operators

11. TERM

Subject to Clause 12 below, this Agreement will remain in place for twelve months from the date of execution and will be automatically renewed for further periods of twelve months unless terminated by either party by providing three months written notice prior to the expiry of this Agreement or in advance of the relevant later annual renewal date.

12. TERMINATION

a. Either party may terminate this Agreement immediately by giving written notice to the other if the other party commits any material breach of its obligations under this Agreement and, in the case of a

breach which is capable of remedy, fails to remedy it after being given 30 days written notice specifying the breach and requiring it to be remedied.

b.Either party may terminate this Agreement if any circumstances arise which would entitle the court or a creditor to appoint a receiver, or to present a winding-up petition or make a winding-up order in relation to the other party; the other party makes any voluntary arrangement with its creditors for the general settlement of its debts, or the other party has an order made against it, or passes a resolution, for its winding-up (except for the purposes of amalgamation or reconstruction) or has a receiver or similar officer appointed over all or substantially all of its property or assets.

c. Likecharity may terminate this Agreement immediately by giving written notice to you if you revoke any of the instructions set out in the clause above.

13. CONSEQUENCES OF TERMINATION

a. The rights granted to you under this Agreement to use the Service, access the Service, use any relevant keywords on any Likecharity shortcodes and any licence to use the name/brand of Likecharity shall terminate five days after termination of this Agreement.

b. Upon the termination of this Agreement for any reason at your request, Likecharity shall promptly return to you or otherwise dispose of as you may instruct that all materials, documents and papers whatsoever sent to Likecharity and relating to you (other than correspondence between us and materials, documents and correspondence that are the exclusive property of Likecharity or unless required or permitted by law) which Likecharity may have in its possession or under its control and shall retain no copies thereof and shall cause any subcontractor to do likewise.

c. Upon the termination of this Agreement for any reason at the request of Likecharity, you shall promptly return to Likecharity or otherwise dispose of as Likecharity may instruct that all materials, documents and papers whatsoever sent to you and relating to Likecharity (other than correspondence between us and materials, documents and correspondence that are the exclusive property of you organisation or unless otherwise required or permitted by law) which you may have in your possession or under your control and shall retain no copies thereof and shall cause any subcontractor to do likewise.

d. Termination or expiry of this Agreement shall not affect the rights or liabilities of either party accrued prior to termination or expiry or any terms intended expressly or by implication to survive termination or expiry.

14. LIABILITY

a. Each party’s liability under or in relation to this Agreement (and whether such liability arises due to breach of contract, negligence, breach of statutory duty, under equity or for any other reason) in relation to all losses and liabilities whatsoever in aggregate under the Agreement, to the total sum of the payments made to Likecharity by your organisation under this Agreement during the previous twenty four months and under no circumstances will either party’s total aggregate liability under or in relation to this Agreement, and in relation to anything it (and/or by any mobile network operator/ credit card processor) may have done or not done in connection with this Agreement, exceed this amount. b. Neither party shall be entitled to recover for lost profits, loss of earnings, or business revenues or any other similar damages including, but not limited to, indirect, incidental, special or consequential damages arising from any breach or termination of this agreement, provided that any limitation of liability set out in this agreement shall not apply so as to restrict either party’s liability for death or personal injury resulting from that party’s negligence or either party’s liability for fraud.

c. Nothing in this Agreement is intended and nor shall it be construed as an attempt by any party to exclude or limit its liability for any liability which cannot be excluded or limited under applicable law, including without limitation its liability for death or personal injury caused by its negligence or for its fraudulent misrepresentation.

15. INTELLECTUAL PROPERTY

a. Likecharity and its licensors shall retain ownership of all intellectual property rights in the Service, excluding your provided materials;

b. In relation to your-provided materials, your organisation:

i. and its licensors shall retain ownership of all intellectual property rights in the CHARITY-provided materials; and

ii. grants Likecharity a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the your organisation-provided materials for the term of this Agreement for the purpose of providing the Service to the you pursuant to this Agreement.

16. FORCE MAJEURE

a. A “Force Majeure Event” means any event or circumstances beyond the reasonable control of either party, including without limitation, industrial or civil disputes, war, governmental action, riot, fire, flood, drought, act of God, but also includes any fault or delay or disruption to the Service caused by a mobile network operator or payment processor.

b. Neither party shall be liable to the other party for its inability to perform any obligations under this Agreement caused by a Force Majeure Event. If a Force Majeure Event occurs, then the party affected shall immediately notify the other party of the nature and likely duration of the Force Majeure Event and take all reasonable steps to reduce its effect. If the Force Majeure Event continues for a period of ten (10) Business Days or more either party may terminate this Agreement provided such Force Majeure Event is continuing at the date of termination.

17. MODIFICATIONS

Modifications to this Agreement shall be effective if notified by Likecharity to you at least thirty (30) days before implementation. You shall have the right to withdraw from this Agreement before implementation without penalty if they do not accept the modifications.

18. NOTICES

a. Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

b. Any notice or communication shall be deemed to have been received:

i. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

ii. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

c. This Clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

d. A notice given under this agreement is not valid if sent by email.

19. ENTIRE AGREEMENT

a. This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

b. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

20. SEVERANCE

a. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

b. If any provision or part-provision of this Agreement is deemed deleted under Clause 15(a) the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. CONFIDENTIALITY

a. Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Clause 16(b).

b. Each party may disclose the other party's confidential information:

i. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 16; and

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

c. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

22. WAIVER

a. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

b. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy

23. RIGHTS AND REMEDIES

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

24. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed and construed in accordance with the laws of Ireland and the parties agree to submit to the exclusive jurisdiction of the Irish Courts.

25. AUTHORITY

Both parties are represented in this Agreement by their executive directors, who have the authority to enter into this Agreement.

26. LEGAL PROCEEDINGS

Without prejudice to any other permitted mode of service Likecharity agrees that service of any claim form, notice or other document for the purpose of any legal proceedings only shall be duly served upon Likecharity if delivered personally or sent by recorded or special delivery post (or any substantially similar form of mail) to LIKECHARITY c/o Flynn O’Driscoll, No.1 Grant’s Row, Lower Mount Street, Dublin 2, Ireland or such other person and address as Likecharity shall notify you in writing or vice versa from time to time

DATA PROCESSING AGREEMENT

(LikeCharity as Processor and Charity as Controller)

PARTIES

(1) PAYIMO LIMITED and EIRCAP LIMITED together trading as LIKECHARITY

(2) Your organisation (the "Charity").

WHEREAS

The Charity and LikeCharity entered into an agreement ("Master Agreement") that may require LikeCharity to process Personal Data on behalf of the Charity.

This Data Processing Agreement ("Agreement") sets out the additional terms, requirements and conditions on which LikeCharity will process Personal Data when providing services under the Master Agreement. This Agreement contains the mandatory clauses required by Article 28(3) of the General Data Protection Regulation ((EU) 2016/679) for contracts between controllers and processors.

It is hereby agreed

1. DEFINITIONS AND INTERPRETATION

The following definitions and rules of interpretation apply in this Agreement. 1.1 Definitions:

"Authorised Persons" means the persons or categories of persons that the Charity authorises to give LikeCharity personal data processing instructions as identified in Appendix A.

"Business Purposes" means the services described in the Master Agreement or any other purpose specifically identified in Appendix A.

"Data Protection Legislation" means all applicable privacy and data protection laws including the General Data Protection Regulation ((EU) 2016/679) and any applicable national implementing laws, regulations and secondary legislation in England and Wales relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time.

"Data Subject" means an identified or identifiable living natural person who is the subject of Personal Data, which for these purposes includes but is not limited to any living individual person who makes a donation to or interacts with any charity managed by or which forms part of the services under the Master Agreement.

"Personal Data" means any information relating to an identified or identifiable natural person that is processed by LikeCharity as a result of, or in connection with, the provision of the services under the Master Agreement; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

"Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

"Processing, processes and process" means either any activity that involves the use of Personal Data or as the Data Protection Legislation may otherwise define processing, processes or process. It includes any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring Personal Data to third parties. 

"Standard Contractual Clauses (SCC)” means the European Commission's Standard Contractual Clauses for the transfer of Personal Data from the European Union to processors established in third countries (controller-to-processor transfers), as set out in the Annex to Commission Decision 2010/87/EU.

1.2 This Agreement is subject to the terms of the Master Agreement and is incorporated into the Master Agreement. Interpretations and defined terms set forth in the Master Agreement apply to the interpretation of this Agreement.

1.3 The Annexes form part of this Agreement and will have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Annexes.

1.4 A reference to writing or written includes faxes but not email.

1.5 In the case of conflict or ambiguity between:

1.5.1 any provision contained in the body of this Agreement and any provision contained in the Annexes, the provision in the body of this Agreement will prevail;

1.5.2 the terms of any accompanying invoice or other documents annexed to this Agreement and any provision contained in the Annexes, the provision contained in the Annexes will prevail; and

1.5.3 any of the provisions of this Agreement and the provisions of the Master Agreement, the provisions of this Agreement will prevail;

2. PERSONAL DATA TYPES AND PROCESSING PURPOSES

2.1 The Charity and LikeCharity acknowledge that for the purpose of the Data Protection Legislation, the Charity is the controller and LikeCharity is the processor.

2.2 The Charity retains control of the Personal Data and remains responsible for its compliance obligations under the applicable Data Protection Legislation, including providing any required notices and obtaining any required consents, and for the processing instructions it gives to LikeCharity.

2.3 Appendix A describes the subject matter, duration, nature and purpose of processing and the Personal Data categories and Data Subject types in respect of which LikeCharity may process to fulfil the Business Purposes of the Master Agreement.

3. Likecharity’s OBLIGATIONS

3.1 LikeCharity will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purposes in accordance with the Charity's written instructions from Authorised Persons. LikeCharity will not process the Personal Data for any other purpose or in a way that does not comply with this Agreement or the Data Protection Legislation. LikeCharity will notify the Charity if, in its opinion, the Charity's instruction would not comply with the Data Protection Legislation.

3.2 LikeCharity will comply with any Charity request or instruction from Authorised Persons requiring LikeCharity to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.

3.3 LikeCharity will maintain the confidentiality of all Personal Data and will not disclose Personal Data to third parties unless the Charity or this Agreement specifically authorises the disclosure, or as required by law. If a law, court, regulator or supervisory authority requires LikeCharity to process or disclose Personal Data, LikeCharity must first inform the Charity of the legal or regulatory requirement and give the Charity an opportunity to object or challenge the requirement, unless the law prohibits such notice.

3.4 LikeCharity will reasonably assist the Charity with meeting the Charity's compliance obligations under the Data Protection Legislation, taking into account the nature of LikeCharity’s processing and the information available to LikeCharity, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with supervisory authorities under the Data Protection Legislation.

3.5 LikeCharity will notify the Charity of any changes to Data Protection Legislation that may adversely affect LikeCharity’s performance of the Master Agreement.

4. LIKECHARITY’S EMPLOYEES

4.1 LikeCharity will ensure that all employees

4.1.1 are informed of the confidential nature of the Personal Data and are bound by confidentiality obligations and use restrictions in respect of the Personal Data;

4.1.2 are aware both of LikeCharity’s duties and their personal duties and obligations under the Data Protection Legislation and this Agreement.

5. SECURITY

5.1 LikeCharity must at all times implement appropriate technical and organisational measures against unauthorised or unlawful processing, access, disclosure, copying, modification, storage, reproduction, display or distribution of Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data including, but not limited to, the security measures set out in Appendix B.

5.2 LikeCharity must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:

5.2.1 the pseudonymisation and encryption of personal data;

4.1.1 LIKECHARITY’S EMPLOYEES

LikeCharity will ensure that all employees:

5.2.2 the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

5.2.3 the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and

5.2.4 a process for regularly testing, assessing and evaluating the effectiveness of security measures.

6. PERSONAL DATA BREACH

6.1 LikeCharity will promptly and without undue delay notify the Charity if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable.

6.2 LikeCharity will without undue delay notify the Charity if it becomes aware of:

6.2.1 any accidental, unauthorised or unlawful processing of the Personal Data; or

6.2.2 any Personal Data Breach.

6.3 Where LikeCharity becomes aware of 6.2.1 and/or 6.2.2 above, it shall, without undue delay, also provide the Charity with the following information:

6.3.1 description of the nature of 6.2.1 and/or 6.2.2, including the categories and approximate number of both Data Subjects and Personal Data records concerned;

6.3.2 the likely consequences; and

6.3.3 description of the measures taken, or proposed to be taken to address (a) and/or (b),

including measures to mitigate its possible adverse effects.

6.4 Immediately following any unauthorised or unlawful Personal Data processing or Personal Data Breach, the parties will co-ordinate with each other to investigate the matter. LikeCharity will, at Charity’s reasonable cost, reasonably co-operate with the Charity in the Charity's handling of the matter, including:

6.4.1 assisting with any investigation;

6.4.2 providing the Charity with physical access to any facilities and operations affected;

6.4.3 facilitating interviews with LikeCharity’s employees, former employees and others involved in

the matter;

6.4.4 making available all relevant records, logs, files, data reporting and other materials required to comply with all Data Protection Legislation or as otherwise reasonably required by the Charity; and

6.4.5 taking reasonable and prompt steps to mitigate the effects and to minimise any damage resulting from the Personal Data Breach or unlawful Personal Data processing.

6.5 LikeCharity will not inform any third party of any Personal Data Breach without first obtaining the Charity's prior written consent, except when required to do so by law.

7. CROSS-BORDER TRANSFERS OF PERSONAL DATA

7.1 LikeCharity (or any subcontractor) must not transfer or otherwise process Personal Data outside the European Economic Area ("EEA") without obtaining the Charity's prior written consent. 7.2 Where such consent is granted, LikeCharity may only process, or permit the processing, of

Personal Data outside the EEA under the following conditions:

7.2.1 LikeCharity is processing Personal Data in a territory which is subject to a current finding by the European Commission under the Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals. LikeCharity must identify in Appendix A the territory that is subject to such an adequacy finding; or

7.2.2 LikeCharity participates in a valid cross-border transfer mechanism under the Data Protection Legislation, so that LikeCharity (and, where appropriate, the Charity) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the General Data Protection Regulation ((EU) 2016/679). LikeCharity must identify in Appendix A the transfer mechanism that enables the parties to comply with these cross-border data transfer provisions and LikeCharity must immediately inform the Charity of any change to that status; or

7.2.3 the transfer otherwise complies with the Data Protection Legislation for the reasons set out in Appendix A.

7.3 If the Charity consents to appointment by LikeCharity located within the EEA of a subcontractor located outside the EEA in compliance with the provisions of clause 8, then the Charity authorises LikeCharity to enter into SCC with the subcontractor in the Charity’s name and on its behalf. LikeCharity will make the executed SCC available to the Charity on request.

8. 8.1

the Charity is provided with an opportunity to object to the appointment of each subcontractor within 10 days after LikeCharity supplies the Charity with full details regarding such subcontractor;

8.1.2 LikeCharity enters into a written contract with the subcontractor that contains terms substantially the same as those set out in this Agreement, in particular, in relation to requiring appropriate technical and organisational data security measures, and, upon the Charity's written request, provides the Charity with copies of such contracts;

8.1.3 LikeCharity maintains control over all Personal Data it entrusts to the subcontractor; and

8.1.4 the subcontractor's contract terminates automatically on termination of this Agreement for any

reason.

8.1.1

SUBCONTRACTORS

LikeCharity may only authorise a third party (subcontractor) to process the Personal Data if:

8.2 Those subcontractors approved as at the commencement of this Agreement are as set out in Appendix A. LikeCharity must list all approved subcontractors in Annex A and include any subcontractor's name and location and contact information for the person responsible for privacy and data protection compliance.

8.3 Where the subcontractor fails to fulfil its obligations under such written agreement, LikeCharity remains fully liable to the Charity for the subcontractor's performance of its agreement obligations.

8.4 The Parties consider LikeCharity to control any Personal Data controlled by or in the possession of its subcontractors.

8.5 On the Charity's written request, LikeCharity will audit a subcontractor's compliance with its obligations regarding the Charity's Personal Data and provide the Charity with the audit results.

9. COMPLAINTS, DATA SUBJECT REQUESTS AND THIRD PARTY RIGHTS

9.1 LikeCharity must, at a reasonable cost to the Charity, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Charity as the Charity may reasonably require, to enable the Charity to comply with:

9.1.1 the rights of Data Subjects under the Data Protection Legislation, including subject access rights, the rights to rectify and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and

9.1.2 information or assessment notices served on the Charity by any supervisory authority under the Data Protection Legislation.

9.2 LikeCharity must notify the Charity immediately if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party's compliance with the Data Protection Legislation.

9.3 LikeCharity must notify the Charity without undue delay if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their related rights under the Data Protection Legislation.

9.4 LikeCharity will endeavour to give the Charity co-operation and assistance in responding to any complaint, notice, communication or Data Subject request.

9.5 LikeCharity must not disclose the Personal Data to any Data Subject or to a third party other than at the Charity's request or instruction, as provided for in this Agreement or as required by law.

10. TERM AND TERMINATION

10.1 This Agreement will remain in full force and effect so long as: 10.1.1 the Master Agreement remains in effect, or

10.1.2 LikeCharity retains any Personal Data related to the Master Agreement in its possession or control ("Term").

10.2 Any provision of this Agreement that expressly or by implication should come into or continue in force on or after termination of the Master Agreement in order to protect Personal Data will remain in full force and effect.

10.3 If a change in any Data Protection Legislation prevents either party from fulfilling all or part of its Master Agreement obligations, the parties will suspend the processing of Personal Data until that processing complies with the new requirements. If the parties are unable to bring the Personal Data processing into compliance with the Data Protection Legislation within one month, they may terminate the Master Agreement on written notice to the other party.

11. DATA RETURN AND DESTRUCTION

11.1 At the Charity's request, LikeCharity will give the Charity a copy of or access to all or part of the Charity's Personal Data in its possession or control in the format and on the media reasonably specified by the Charity.

11.2 On termination of the Master Agreement for any reason or expiry of its term, LikeCharity will securely delete or destroy or, if directed in writing by the Charity, return and not retain, all or any Personal Data related to this Agreement in its possession or control, except for one copy that it may retain and use for [six months][1] for audit purposes only and unless retention is required by law.

11.3 If any law, regulation, or government or regulatory body requires LikeCharity to retain any documents or materials that LikeCharity would otherwise be required to return or destroy, it will notify the Charity in writing of that retention requirement, giving details of the documents or materials that it must retain, the legal basis for retention, and establishing a specific timeline for destruction once the retention requirement ends.

11.4 LikeCharity will certify in writing that it has destroyed the Personal Data within 28 days after it completes the destruction.

12. RECORDS

12.1 LikeCharity will keep detailed, accurate and up-to-date written records regarding any processing of Personal Data it carries out for the Charity, including but not limited to, the access, control and security of the Personal Data, approved subcontractors and affiliates, the processing purposes, categories of processing, any transfers of personal data to a third country and related safeguards, and a general description of the technical and organisational security measures referred to in clause 5.1 ("Records").

12.2 LikeCharity will ensure that the Records are sufficient to enable the Charity to verify LikeCharity’s compliance with its obligations under this Agreement and LikeCharity will provide the Charity with copies of the Records upon request.

12.3 The Charity and LikeCharity must review the information listed in the Annexes to this Agreement once a year to confirm its current accuracy and update it when required to reflect current practices.

13. AUDIT

13.1 LikeCharity will permit the Charity and its third-party representatives to audit LikeCharity’s compliance with its Agreement obligations, on at least 21 days' notice, during the Term. LikeCharity will give the Charity and its third-party representatives all assistance, as it can reasonably afford to give, to conduct such audits. The assistance may include, but is not limited to:

13.1.1 physical access to, remote electronic access to, and copies of the Records and any other information held at LikeCharity’s premises or on systems storing Personal Data;

13.1.2 access to and meetings with any of LikeCharity’s personnel reasonably necessary to provide all explanations and perform the audit effectively; and

13.1.3 inspection of all Records and the infrastructure, electronic data or systems, facilities, equipment or application software used to store, process or transport Personal Data.

13.2 The notice requirements in clause 13.1 will not apply if the Charity reasonably believes that a Personal Data Breach occurred or is occurring, or LikeCharity is in breach of any of its obligations under this Agreement or any Data Protection Legislation.

13.3 If a Personal Data Breach occurs or is occurring, or LikeCharity becomes aware of a breach of any of its obligations under this Agreement or any Data Protection Legislation, LikeCharity will:

13.3.1 within 5 days of the triggering event, conduct its own audit to determine the cause;

13.3.2 produce a written report that includes detailed plans to remedy any deficiencies identified by

the audit;

13.3.3 provide the Charity with a copy of the written audit report; and

13.3.4 remedy any deficiencies identified by the audit within 21 days.

13.4 At the Charity's written request, at least once a year, LikeCharity will conduct site audits of its Personal Data processing practices and the information technology and information security controls for all facilities and systems used in complying with its obligations under this Agreement.

14. WARRANTIES

14.1 LikeCharity warrants and represents that:

14.1.1 it and anyone operating on its behalf will process the Personal Data in compliance with the Data Protection Legislation and other laws, enactments, regulations, orders, standards and other similar instruments;

14.1.2 it has no reason to believe that the Data Protection Legislation prevents it from providing any of the Master Agreement's contracted services; and

14.1.3 considering the current technology environment and implementation costs, it will take appropriate technical and organisational measures to prevent the unauthorised or unlawful processing

of Personal Data and the accidental loss or destruction of, or damage to, Personal Data, and ensure a level of security appropriate to:

(a) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage;

(b) the nature of the Personal Data protected; and

(c) comply with all applicable Data Protection Legislation and its information and security policies,

including the security measures required in clause 5.1.

14.2 The Charity warrants and represents that LikeCharity’s expected use of the Personal Data for the Business Purposes and as specifically instructed by the Charity will comply with the Data Protection Legislation.

15. NOTICE

15.1 Any notice or other communication given to a party under or in connection with this Agreement must be in writing and delivered to:

15.1.1 For the Charity: [CHARITY DATA PRIVACY CONTACT]

15.1.2 For LikeCharity: [LIKECHARITY DATA PRIVACY CONTACT]

15.2 Clause 15.1 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15.3 A notice given under this agreement is not valid if sent by email.