Virtue Full Collaboration Terms
Welcome to Virtue, formally known as Pledger!
Virtue enables online business to support amazing causes in innovative and engaging ways. It is great Causes like you and our passion for creating an on-line ecosystem where giving is the norm for digital businesses that inspire Virtue to do what we do.
Virtue enables its eCommerce users to discover Causes and donate to their chosen causes from product sales. eCommerce stores can track the impact of their giving and spread the word about their chosen causes to their customers. This means that the valuable Causes we work with can reach even more people as well as benefit from Virtue as a fundraising channel.
The Collaboration Agreement below (the "Agreement") is between Pledger Giving Ltd., a UK registered company number 13162064 (hereinafter "Virtue”) and you (hereinafter "Cause").
COMMENCEMENT DATE AND TERM
1. The Parties will commence engagement on the date that this Agreement is signed off by both Parties either via email confirmation of agreement with the terms outlined in this document or by signing below.
2. The Agreement will continue on a rolling basis until terminated as per the provisions in Clauses 39-40 below.
DESCRIPTION OF DUTIES
3. Parties agree to abide by rules, regulations, policies and good practices of their respective industry and its regulatory bodies. Parties agree to act in a professional manner and perform their duties under this Agreement up to the highest possible standard.
4. The Parties warrant that they are legally allowed to operate in the United Kingdom and offer the Services described in this Agreement.
5. The Parties agree to maintain a record of all tax and accounting information in accordance with any legal provisions applicable to their relevant activities. Shall any of this information change, the relevant Party must serve immediate notice to the other Party.
6. Virtue builds and maintains a platform allowing users (hereinafter “Clients”) to discover Causes and donate to their chosen Causes from the Clients’ business activities - in our case product sales.
7. Virtue is not a payment service provider. Virtue’s mission is to offer innovative and engaging ways for digital businesses to donate to their chosen Causes. We encourage altruism via new donation mechanisms and seek to make the experience as rewarding as possible for both Clients and Causes.
8. Donation amounts to the Causes are specified by the Clients. This means donations may vary from Client to Client. Causes receive all donations collected for them via the platform on a monthly basis as long as the threshold of 20GBP was reached for the month by a donor store.
9. Causes that Clients can donate to can be Registered Charities, community interest organisations, social enterprises, limited liability companies or other corporate structures whose work is beneficial to the society at large or specific groups in need of help.
10. Virtue's Clients' giving activities are powered by Virtue platform. Virtue makes its best effort to ensure Clients donate to Causes that align with their brand values and that alignment is authentic and ethical.
11. As of February 2021, Virtue runs as an eCommerce App available to Shopify, WooCommerce and Magento merchants (Clients) enabling them to donate to Causes from product sales. Causes will be notified via email should Virtue extend its services to other platforms beyond eCommerce.
12. The Cause guarantees that no donations received via Virtue and its Clients will be used for any illegal, immoral, malicious activities or such prohibited in any other ways either by law or acceptable societal norms. Virtue cannot be held liable for any mistakes, omissions, negligence or misuse of funds conducted by the Causes on its platform, however all reasonable effort will be made to prevent any such actions.
13. If the Cause is a registered Charity it agrees to fully comply with the rules and regulations put in place by The Charity Commission. In compliance with The Charity's Commission regulation, Virtue will automatically produce a CPA between the the Cause and the Client in accordance with the Charities Act 1992 (as amended by the Charities Act 2006 and the Charities (Protection and Social Investment) Act 2016.
14. The Causes available on Virtue platform are powered by the PayPal Giving Funds. Clients cannot donate to Causes which have not yet been added to Virtue platform. Clients can submit requests for invitations of Causes, however those will be invited and added upon Virtue’s sole discretion.
15. Virtue business model allows Clients to determine how much they wish to give to their chosen Causes from business activities, in our case product sales.
16. Causes will be paid their donations, minus any payment processing fees, from Clients on a monthly basis as long as a Client's total donations reach the threshold of 20GPB by the 20th of the month. Donations will be paid directly to the Cause’s Stripe Connect or PayPal Giving Fund account unless a different arrangement exists. Should the threshold amount not be reached, donations will accumulate until that amount is reached and will be paid out on the month during which the threshold amount has been reached. Causes that are a part of PayPal Giving Fund will receive their donation via PayPal Giving Fund. Causes that are receiving funds via Stripe Connect will receive a link to an on-boarding page leading them to create/connect a Stripe Connect account via email. This will be done on their first payout with donation total stated. Following the on-boarding, donations will be sent to the Cause’s Stripe Connect account automatically on a monthly basis so long as the threshold amount is reached. Should the Cause not collect donations via Stripe Connect in a timely manner, the donations will continue accumulating and will be sent to the Cause as soon as their Stripe Connect account is connected so long as the threshold amount is reached. Pay-out delays are possible, however Virtue will undertake all reasonable endeavour to ensure funds are distributed on time. Virtue does not guarantee that the Cause will be notified of any delay, however all reasonable steps will be taken to serve notice in case of any actual or potential delays. Virtue may lower the pay-out threshold at their own discretion and should this become the case the Cause will be notified via email.
17. Virtue is not regulated as per the requirements of the Financial Conduct Authority. Nonetheless, some of the processes applied by the Virtue platform are regulated by the Financial Conduct Authority. The processes that are FCA regulated are managed by Stripe Payments UK, Ltd and the PayPal Giving Fund UK. Stripe Connect UK processes are explained below.
18. Virtue applies logic to Clients’ donations to calculate how much to send to the Cause each month. However. Virtue does not hold its Clients’ donations - those are held and transferred to Causes via Stripe Connect.
19. In order to process donations, Clients must provide a payment card when setting up their Virtue account. Virtue uses the secure payment processing and remittance platform, Stripe Payments UK, Ltd, to process, store and remit donations.
20. Stripe Payments UK, Ltd. (Company No. 08480771) is authorised as an electronic money institution by the U.K. Financial Conduct Authority (reference number: 900461) to issue electronic money, enable cash placement and cash withdrawal services on payment accounts, execute payment transactions, make money remittances, and acquire payment transactions (the “Authorised Payment Services”). Their Registered Office is: 7th Floor, The Bower Warehouse, 211 Old Street, London EC1V 9NR, United Kingdom.
21. Clients’ payment card information is not received, processed, transmitted or stored in any way by Pledger Giving Ltd. Clients’ payment card information is received and processed by Stripe Payments UK, Ltd. Members’ payment card information will be stored by Stripe Payments UK, Ltd and made available for recurring payments.
CONFLICT OF INTEREST
22. During the term of the Cause's active engagement with Virtue, The Parties will not, directly or indirectly, engage or participate in activities that are determined to be in conflict with the best interests of the other Party without the written consent of that Party.
23. The Cause acknowledges that, in any position the Cause may hold, and as a result of the Cause's engagement with Virtue, the Cause will, or may, be making use of, acquiring or adding to information which is confidential to Virtue (the "Confidential Information") and the Confidential Information is the exclusive property of Virtue.
24. The Confidential Information will include all data and information relating to the business and management of Virtue including but not limited to, proprietary and trade secrets, Computer Software, Other Proprietary Data, Business Operations, Marketing and Development Operations, and Customer Information.
25. The Confidential Information will also include any information that has been disclosed by a third party to Virtue and is governed by the Data Protection Act or by a nondisclosure agreement entered into between that third party and Pledger.
26. The Confidential Information will not include information that is:
Generally known in the industry of Virtue
Is now or subsequently becomes generally available to the public through no wrongful act of the Cause
Was rightfully in the possession of the Cause prior to the disclosure to the Cause by Virtue
Is independently created by the Cause without direct or indirect use of the Confidential Information
Or information the Cause rightfully obtained from a third party who has the right to transfer or disclose it
27. The Confidential Information will also not include:
Anything developed or produced by the Cause during the Cause's term of engagement with Virtue including but not limited to, any intellectual property, process, design, development, creation, research, invention, know-how, trade name, trade-mark or copyright that was developed without the use of equipment, supplies, facility
That developed entirely on the Cause's own time and does not result from any work performed by the Cause for Virtue and does not relate to any actual or reasonably anticipated business opportunity of Virtue
DUTIES AND OBLIGATIONS CONCERNING CONFIDENTIAL INFORMATION
28. The Cause agrees that a material term of the Cause's contract with Virtue is to keep all Confidential Information absolutely confidential and protect its release from the public. The Cause agrees not to divulge, reveal, report or use, for any purpose, any of the Confidential Information which the Cause has obtained or which was disclosed to the Cause by Virtue as a result of the Cause's engagement by Virtue The Cause agrees that if there is any question as to such disclosure then the Cause will seek out senior management of Virtue prior to making any disclosure of Virtue’s information that may be covered by this Agreement.
29. The Cause agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in monetary damages, would cause irreparable injury to Virtue, would gravely affect the effective and successful conduct of Virtue's business and goodwill, and would be a material breach of this Agreement.
30. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Cause in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and will continue indefinitely from the date of such expiration or termination.
31. The Cause may disclose any Confidential Information to a third party where Virtue Senior Management have consented in writing to such disclosure or to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body after providing reasonable prior notice to Virtue.
32. If the Cause loses or makes unauthorised disclosure of any of the Confidential Information, the Cause will immediately notify Virtue and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
OWNERSHIP AND TITLE TO CONFIDENTIAL INFORMATION
33. The Parties acknowledge and agree that all rights, title and interest in any Confidential Information will remain the exclusive property of the respective party. Accordingly, the Parties specifically agree and acknowledge that they will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trade-marks, trade names or Customer information, notwithstanding the fact that either Party may have created or contributed to the creation of the Confidential Information.
34. The Cause agrees to immediately disclose to Virtue all Confidential Information developed in whole or in part by the Cause during the Cause's term of engagement with Virtue and to assign to Virtue any right, title or interest the Cause may have in the Confidential Information. The Cause agrees to execute any instruments and to do all other things reasonably requested by Virtue, both during and after the Cause's engagement with Virtue in order to vest more fully in Virtue all ownership rights in those items transferred by the Cause to Virtue.
RETURN OF CONFIDENTIAL INFORMATION
35. The Cause agrees that, upon request of Virtue or upon termination or expiration, as the case may be, of this engagement, the Cause will turn over to Virtue all Confidential Information belonging to Virtue, including but not limited to, all documents, plans, specifications, disks or other computer media, as well as any duplicates or backups made of that Confidential Information in whatever form or media, in the possession or control of the Cause.
CONTRACT BINDING AUTHORITY
36. Notwithstanding any other term or condition expressed or implied in this Agreement to the contrary, the Cause will not have the authority to enter into any contracts or commitments for or on behalf of Virtue without first obtaining the express written consent of Virtue.
TERMINATION DUE TO DISCONTINUANCE OF BUSINESS
37. Notwithstanding any other term or condition expressed or implied in this Agreement, in the event that either Party will discontinue operating its business then, as permitted by law, this Agreement will terminate as of the last day of the month in which that Party ceases operations with the same force and effect as if such last day of the month were originally set as the Termination Date of this Agreement.
38. In cases where this Agreement is terminated due to the Cause ceasing business, no further payments of donations will be made by Virtue. In cases where a third party is introduced to perform the Cause’s duties under this agreement the Cause must provide guarantee for the completion of any outstanding projects and must serve sufficient notice to Virtue and any affected Members.
39. Where there is a just cause for termination, either Party may terminate this engagement by serving 30 days’ written notice to the other Party, as permitted by law.
40. Once notice has been given by either party for any reason, the Cause and Virtue agree to execute their duties and obligations under this Agreement diligently and in good faith through to the end of the notice period. Virtue may not make any changes to remuneration or any other term or condition of this Agreement between the time termination notice is given through to the end of the notice period.
41. In the event of a breach or threatened breach by the Cause of any of the provisions of this Agreement, the Cause agrees that Virtue is entitled to claim remedies, in addition to and not in limitation of any other rights and remedies available to Virtue at law or in equity, in order to prevent or restrain any such breach by the Cause or by the Cause's partners, agents, representatives, servants, contractors, and/or any and all persons directly or indirectly acting for or with the Cause.
42. Virtue and the Cause acknowledge that this Agreement is reasonable, valid and enforceable. However, if any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be changed in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
43. Notices, updates and other important information are to be shared by each Party via email. Virtue's default email address is firstname.lastname@example.org
MODIFICATION OF AGREEMENT
44. The Parties may make changes to the rights or obligations in this Agreement where the changes would be considered reasonable and necessary for the advancement and procurement of the services offered to Clients by the Parties. Any changes and Amendments to this Agreement must be expressly agreed by both Parties before implementation.
45. Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed off by each party or an authorised representative of each party.
46. This Agreement will be construed in accordance with and governed by the laws of England and Wales and that English courts will have exclusive jurisdiction over any disputes arising out of this Agreement.
47. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
48. No failure or delay by either party to this Agreement in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
49. In the event either Party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such Party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.
50. This Agreement will endure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of Virtue and the Cause.
51. This Agreement may be executed in counterparts.
By collaborating with Virtue, the Cause and Virtue accept the terms outlined in the Agreement above. The Cause may indicate their agreement or recommend amends to the Agreement via email.
Updated on June the 16th, 2022.