General Terms and Conditions for Use of Altruja by Charity Organizers

Preamble

By registering as a charity organizer with Altruja GmbH (“Altruja”), you accept the following General Terms and Conditions for use of Altruja by charity organizers (“Charity Organizer General Terms and Conditions”). Under various top-level domains as well as various subdomains and aliases of these domains (“Altruja websites”), Altruja provides an Internet-based system and Altruja services.
These General Terms and Conditions govern the contractual relationship between the charity organizer and Altruja regardless of which Altruja website the charity organizer registers with or logs onto.

In addition to these General Terms and Conditions for donation recipients, please also take note of the Data Protection Statement.

1. Subject matter

1.1. The subject of this agreement is the contractual execution between Altruja and charity organizers. Altruja offers charity organizers an Internet-based option of carrying out fundraising events (collecting money for specifically not-for-profit and charitable purposes). It is also the purpose of the agreement to create a multiplicative database of those persons who provide money to the charity organizers for their purposes (“Donors”) or who promote their activities (“Fundraisers”) to support fundraising events held on Altruja based on this database.
Charity organizers within the meaning of these Charity Organizer General Terms and Conditions are specifically private law or public law associations, foundations, state or private institutions of higher learning, churches, state and non-state institutions as well as non-governmental organizations that are not-for-profit.

1.2. Specifically, Altruja shall provide the following services for the charity organizer (in each case “Altruja service”):

a) Providing Internet-based software on the websites of the charity organizer by means of a software-as-a service solution (“SaaS solution”) or on Altruja websites to organize fundraising events or on the websites of donation supporters such as companies, event organizers, prominent individuals, etc. The charity organizer has the option of creating its own website for its fundraising event (“fundraising site”).

b) Operating a hotline for charity organizers for questions concerning the use of the Altruja websites by the charity organizer, available Monday through Friday from 9 AM to 5 PM at the valid Altruja support hotline numbers.

c) Accounting of fundraising events and one-time or optional regular collection (monthly/annually) of the money provided by donors according to the payment method selected (bank transfer, direct debit, credit card payment, PayPal, immediate bank transfer).

d) Forwarding 100% of the entire donation amount to the donation recipient.

e) Sending a money receipt confirmation by e-mail. The sending of any donation certificates that authorize a pre-tax deduction shall be the responsibility of the charity organizer. Altruja shall provide the donor data required for this as a download in the secure customer area at https://www.altruja.de/myaltruja (title, first name, last name, donor date, amount donated, e-mail address; if a receipt for the donation is desired: address). In addition, Altruja offers a form letter function to create and download donation certificates. It is the donation recipient’s responsibility to check the donation certificates for accuracy and validity as well as to send the automatically generated donation certificates. The process of creating donation receipts can also be transferred to Altruja. In this case, Altruja will create the donation receipts on behalf of the donation recipient according to the donation recipient’s guidelines and will furnish the respective donors with one.

f) Optional use of Altruja’s integrated e-mail marketing tool (see 1.3), which can be used by donation recipients if Altruja’s integrated e-mail marketing tool is activated. Altruja reserves the right to make the final decision on whether or not to accept the customer’s registration request form to use the e-mail marketing function; as a result, the donation recipient does not have a right of use.

1.3 The optional Altruja e-mail marketing tool is an application service. That means that Altruja tries to deliver all e-mails that are to be sent but provides no guarantee in this regard. Altruja is solely the sender of e-mails and does not check their content for legal, factual or other aspects. Altruja is therefore also not responsible for the content of e-mail sent using the e-mail marketing software. The donation recipient bindingly declares that:

a) E-mail shall only be sent to donors or e-mail recipients who have agreed beforehand to receive e-mail (e.g., double opt-in procedure). At Altruja’s request, the donation recipient must state in writing how it collected the e-mail addresses; and

b) that in the e-mail it proactively communicated the reason why the e-mail recipient was sent the e-mail; and

c) Altruja is authorized to randomly check the content of e-mail that has been sent using Altruja’s e-mail marketing tool; and

d) that it acknowledges that, for legal reasons, Altruja is required to remove e-mail addresses from the database and put them on a black list if complaints are lodged by a recipient or if the same e-mail address experiences three hard bounces, which means that 3 e-mails have been returned as undeliverable; and

e) that it acknowledges that Altruja cannot be held liable for the transmission of e-mail mailings, for the completeness of the transmission and/or for the timely transmission; and

f) that the user is solely responsible for any consequences arising from the content of e-mail mailings and from sending them; Altruja is definitely not responsible.

1.4 Altruja owns the rights to its social fundraising software. The customer does not have the right to demand that Altruja’s fundraising system be relinquished to it.

2. Invoicing of services

2.1. Altruja calculates fees according to the prices listed on the Altruja website. These prices are based on the package selected by the customer. The prices that are valid when the package is selected and that are confirmed by e-mail remain in effect for the customer for the entire duration. The terms can optionally be stipulated in a separate contract.

2.2. For each payment from donors based on services offered through the Altruja websites, Altruja shall receive a broker fee from the donation recipient according to the terms agreed upon under section 2.1. This broker fee shall also be payable even in the event that payments made are reversed. This price list can also provide for compensation on an individual basis for other Altruja services.

All prices listed apply, plus the respective value-added tax.

2.3. If the donor informs Altruja that it has made its donation in error or for the wrong amount, Altruja shall communicate or forward this information to the charity organizer. In such a case it shall be the responsibility of the charity organizer to reach an arrangement with the donor.

2.4. The donation recipient agrees to promptly file any objections to statements of account provided by Altruja, but no later than four weeks after the statement of account. Otherwise, the statement of account shall be regarded as approved.

3. Accounting

3.1. Charity organizers can choose which payment options offered by Altruja (such as credit card, direct debit, cash in advance, upon invoicing) are to be provided to the donors in order to collect the donations through Altruja. Based on the selection, Altruja shall assume the task of collecting the donors’ payments and shall manage the collected funds in a separate account. Altruja shall be granted power of attorney for this.

3.2. Altruja shall remit 100% of the money collected according to section 3.1., at the end of the charity event or every two months, to the charity and shall send an invoice to the charity after the charity event or every two months as contractually agreed upon. The amounts to be forwarded shall be remitted to a bank account under the name of the charity organizer by the middle of the subsequent month.

3.3. The charity organizer is aware that with respect to certain types of payment (direct debit or credit card) there is the risk of a transaction reversal by the donor and that the charity organizer alone shall bear this risk. Transaction reversals that take place after a completed disbursement according to section 3.2. to the charity organizer shall be charged to the charity organizer plus any transaction reversal fee according to the valid price list.

4. Protection against fraud/misuse

4.1. The Altruja System has an extensive security system that protects charity organizers from transaction reversals specifically with respect to donations by credit card. Based on the anti-fraud system, it is possible that payments may not be accepted by third-party credit card acceptance providers in certain exceptional cases.

4.2. If there is suspicion based on these Charity Organizer General Terms and Conditions that registered charity organizers do not possess charity organizer status promised under section 1.3, Altruja reserves the right to block the fundraising event of the charity organizer. In that case, the charity organizer agrees to provide verification of its charity organizer status within 7 days. If this fails, the relevant fundraising event of the charity organizer shall be deactivated.

4.3. If there is suspicion that the Altruja websites are being misused by the charity organizer, Altruja reserves the right to deactivate the fundraising event of the charity organizer. Suspicion of misuse shall exist specifically when the transaction reversal rate of the donors is above average, in any event with a transaction reversal rate of more than 2%.

4.4. If there is suspicion that the Altruja websites are being misused by the charity organizer, Altruja reserves the right to delay disbursement by an additional 60 days (“review period”) after the end of 14 days in contrast to section 3.2. During this review period, Altruja will examine whether the Altruja websites and/or the Altruja services have been misused. Suspicion of misuse shall exist specifically when the transaction reversal rate of the donors is above average, in any event with a transaction reversal rate of more than 2%. If it is not possible to remove the suspicion after an additional 14 days, Altruja reserves the right to refund the money to the donors.

5. Liability of Altruja / warranty

5.1. Altruja shall be liable without restriction for damages from injury of life, limb, or health based on a breach of duty by Altruja, a legal representative, or vicarious agent of Altruja as well as for damages that have been caused by the absence of a condition guaranteed by Altruja.

5.2. Altruja shall be liable without restriction for damages caused by Altruja or one of its legal representatives or vicarious agents intentionally or through gross negligence.

5.3. With respect to the breach of substantive contractual duties caused by slight negligence, Altruja shall be liable in terms of amount limited to the contractually typical, foreseeable damages, apart from the cases in section 5.1. and section 5.4. Substantial contractual duties in abstract terms are duties whose fulfillment is only even enabled by the proper execution of a contract and whose upholding the contractual parties may generally rely upon.

5.4. Liability according to the German Product Liability Act shall remain unaffected.

5.5. The period of limitation for compensatory damage claims against Altruja shall be one year apart from the cases in sections 5.1, 5.2 or 5.4.

5.6. Altruja cannot technically determine with certainty whether a donor registered with Altruja in fact represents a person that the donor presumes to be. Therefore, Altruja provides no warranty for the actual identity of the donor.

5.7. If, due to an e-mail (see 1.3) or donation certificate (see 1.2.e) sent by the donation recipient, Altruja is claimed to be a joint perpetrator or accomplice, the donation recipient shall agree to release Altruja from any claims by a third party inter partes and to release Altruja from any costs that might arise from the defense and/or fulfillment of such claims. In addition, the donation recipient is obligated to reimburse Altruja for the costs of legal advice and representation.

5.8. The period of limitations for other defect claims shall be one year.

6. Assurance from the charity organizer The charity organizer assures Altruja that

a) no agreement or other arrangement between the charity organizer and third parties exists that will hinder or restrict the charity organizer from procuring the actual services according to these General Terms and Conditions; and

b) the charity organizer is entitled to execute this agreement including the authorization to engage Altruja according to these General Terms and Conditions to carry out fundraising events; and

c) the charity organizer has met the qualifications according to section 1.1.; and

d) the charity organizer has attained majority age, in the event that the charity organizer is a natural person.

7. Duties of the charity organizer

7.1. The charity organizer agrees to notify Altruja promptly if the Altruja websites are not available or if they malfunction.

7.2. The charity organizer agrees not to violate German laws or to injure the rights of third parties while using the Altruja services. The charity organizer specifically agrees to comply with competition law, data protection law, and consumer protection law provisions as well as to respect the intellectual property of third parties. If a third party files claims against Altruja and/or employees of Altruja in connection with the illegal use of the Altruja services by the charity organizer for which Altruja is not responsible or based on any other breach of contract or illegal behavior by the charity organizer, the charity organizer shall be obligated to release Altruja and/or the employee of Altruja from any liability and to indemnify them for the costs so incurred, including legal costs.

7.3. The charity organizer shall promptly notify Altruja of any change to its name, domicile, business address or its billing address, its legal form or its banking information to the extent that this is necessary to execute the contractual relationship.

7.4. The charity organizer is prohibited from using the Altruja services for illegal or immoral fundraising events. Immoral refers to, among other things, radical right-wing, extremist, pornographic, or violent representations.

7.5. The donation recipient will independently send donation certificates (donation confirmations) to those donors who wish to receive them (this information is generated from the data provided by Altruja).

8. Service exclusions

Altruja shall not be responsible for disruptions, restrictions, delays and other problems, which arise when using the Internet.

9. Term

The agreement is entered into for an indefinite amount of time. Altruja can extraordinarily terminate this agreement for Altruja services for cause. Cause for extraordinary termination exist specifically when

a) the charity organizer has violated substantial provisions of these General Terms and Conditions, specifically section 6 or 7, or

b) an application to initiate bankruptcy proceedings has been filed for the assets of the charity organizer, bankruptcy proceedings have been initiated by a competent court, or the initiation of such proceedings has been rejected for lack of an estate, or

c) circumstances exist based on which Altruja can reasonably conclude that the charity organizer can no longer comply with its contractual obligations vis-à-vis Altruja or third parties for lack of cash, and the charity organizer does not prove the contrary within 30 days after a request from Altruja to the reasonable satisfaction of Altruja.

10. Final provisions

10.1. Altruja reserves the right to change these General Terms and Conditions at any time without explanation unless this is unreasonable to expect of the charity organizer. Altruja shall promptly notify the charity organizer about changes to the General Terms and Conditions. If the charity organizer does not object to the validity of the new General Terms and Conditions within two weeks after notification, the amended General Terms and Conditions shall be regarded as approved by the charity organizer. In the notification, Altruja shall refer the charity organizer to its right of objection and the significance of the objection period.

10.2. These terms and conditions shall apply exclusively; contrary terms and conditions or terms and conditions deviating from these terms and conditions shall not be acknowledged unless they are expressly approved in writing. These terms and conditions shall also apply if Altruja performs the services for the charity organizer without any reservation while having knowledge of the contrary terms and conditions or terms and conditions deviating from these terms and conditions.

10.3. Offsets by the charity organizer shall only be permitted against undisputed or legally established claims. If an offset by the charity organizer is impermissible, then this shall apply to any rights of retention by the charity organizer.

10.4. Unless otherwise agreed the charity organizer can send all statements to Altruja by
e-mail using the contact form available on any of the Altruja websites or can send such statements by fax or letter to Altruja. Altruja can send statements to the charity organizer via the e-mail address that the charity organizer has indicated as the current e-mail address in its user account.

10.5. If individual provisions of these General Terms and Conditions should be or become invalid, the validity of the remaining provisions shall not be affected. The contractual parties agree to replace any invalid provision with a valid provision that most approximates the financially intended meaning and purpose of the invalid provision in terms of content. This shall apply accordingly with respect to gaps in provisions.

10.6. Place of jurisdiction and place of fulfillment is Munich to the extent permitted by law.

10.7. German law shall apply to the exclusion of international private law and the United Nations Convention on Contracts for the International Sale of Goods that has been adopted by German law.

Munich, May 2012