Master Service Level Agreement

GF-OP-013 Master Service Level Agreement (11-2024)

MASTER SERVICE LEVEL AGREEMENT

Master Service Level Agreement (MSLA)
This Master Service Level Agreement (hereinafter referred to as the “Agreement”) is established between:

GIVINGFRIDAYS PTE. LTD., a company registered under the laws of Singapore, with its registered address at 22 Sin Ming Lane, #06-76 Midview City, Singapore 573969, hereinafter referred to as the “Company,”

and

the Recipient, whose details are provided in the Onboarding Agreement.

(The Company and the Recipient shall individually be referred to as a “Party” and collectively as the “Parties.”)

RECITALS:
A. The Company has developed a donation scheduling Platform, “Givingfridays” (hereinafter referred to as the “Platform”), which connects eligible Donors to various Recipients, enabling them to make donations to the Recipient of their choice.

B. Through this Agreement, the Recipient seeks to on-board on the Platform, and the Company agrees to facilitate this under the terms and conditions stipulated herein.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Definitions

Confidential Information: All sensitive personal and proprietary information of either Party, including but not limited to technical and non-technical information, financial information, techniques, inventions, recipient information, recipient issues, ideas, marketing, patents, sales, trade secrets, trademarks, know-how, processes, apparatus, equipment, and formulae related to either Party’s current, future, and proposed products and services, as well as those of its suppliers. Confidential Information also includes proprietary or confidential information of any third party disclosed to the Company or the Recipient within the scope of each Party’s business.

Onboarding Agreement: A separate agreement executed between the Company and the Recipient that outlines specific operational and procedural requirements for integrating the Recipient into the Platform, including verification information, account setup, payment gateway registration, and other necessary compliance steps.

Notice of Termination: A written notice in the prescribed format provided by the Party who terminates this Agreement.

Payment Gateway: Any licensed and regulated third-party provider, such as PayPal, authorized to process payment transactions on the Platform, in compliance with applicable laws and standards.

Platform Fee: The payment payable by the Donor toward the maintenance of the Platform.

Service(s): The services described in the schedules of this Agreement.

Terminating Party: The Party initiating the termination of this Agreement.

Third Party: Any party who is not a Party to this Agreement.

White-label: The integration of the Platform on the Recipient’s designated domain name.

1. Grant of Service

1.1. The Company agrees to provide the services described in schedules of this Agreement by onboarding the Recipient onto the Platform, granting access to the network of Donors. The Recipient will receive exclusive, non-transferable access to a “User Account” to receive all scheduled donations. The relationship between the Parties shall be governed by this Agreement, along with the general terms and conditions and privacy policy available on the Company’s website at:

1.2. To facilitate services, the Company partners with various Payment Gateways to ensure smooth transactions on the Platform. Recipients acknowledge and agree to complete the Payment Gateway’s registration process, which includes standard Know Your Customer (KYC) checks. For non-profit and donation-based recipients, additional Enhanced Due Diligence (EDD) may be required, which the Recipient must fulfil to comply with the Payment Gateway’s policies and regulatory standards.

1.3. To receive donations, the Recipient must maintain an active Payment Gateway account at all times. An “active” account is defined as one that is fully operational and not suspended by the Payment Gateway provider. The Company is not liable for any disruption in donation transfers due to the Recipient’s failure to maintain such an active account.

1.4. The Company uses a secure Authentication and Authorization platform for user access and management.

1.5. Upon completion of the Payment Gateway registration, any additional onboarding requirements specific to the Recipient, such as verification information, will be handled as specified in the Onboarding Agreement (OA).

1.6. The Company offers optional white-label services as detailed in Schedule 4 (Scope of Service for White Label), contingent upon the Recipient completing setup requirements outlined in the Onboarding Agreement (OA).

1.7. Donors are solely responsible for ensuring that donations are directed to the intended Recipient. The Company disclaims any liability for errors or misdirected donations caused by Donor actions, and issues arising from donation misdirection are outside the Company’s control.

2. Payment & Remuneration

2.1. The Company provides the Recipient with base services as outlined in Schedule 2 at no charge for standard service access. However, a one-time onboarding fee may apply, at the Company’s discretion. The Payment Gateway may also apply a nominal processing fee for donations transferred from Donors to the Recipient. Additionally, a Platform Fee may apply, which is typically borne by Donors; however, the Platform offers a “cover the fee” option, allowing Donors the choice to cover this fee independently.

2.2 The Company reserves the right to adjust these fees periodically in line with industry standards or regulatory requirements. The latest Master Service Level Agreement (MSLA) version, including any updates to fees, will be available on the Company’s website for the Recipient’s review.

2.3. The Company reserves the right to charge Recipients for additional or premium services beyond the base services, including but not limited to setup fees, campaign management, fundraising support, event hosting, promotional services, and marketing features. Information on these fees will be available on the Company’s website or provided in accordance with specific service offerings.

2.4. Each Party agrees to the payment terms outlined in Clause 2 voluntarily and independently. All applicable taxes, governmental fees, regulatory charges, surcharges, and other expenses required by law are the individual responsibility of each Party.

2.5. For Recipients offering tax deduction benefits in accordance with their local regulations, the Platform provides an option for Donors to submit additional information, such as full name, identification number, email, and mobile number, to facilitate these deductions. The Recipient is solely responsible for managing and securing this information in compliance with applicable data protection laws and regulations, including the Personal Data Protection Act (PDPA) in Singapore, GDPR, or other equivalent laws in their jurisdiction

3. Term & Termination

3.1. The Agreement shall remain valid until terminated by either Party. This Agreement may be terminated without any legal or financial compensation upon either Party providing one (1) month’s written notice of intent to terminate the Agreement. Termination shall not waive any accrued obligations, such as outstanding payments or data responsibilities, up to the termination date.

3.2. The Agreement may also be terminated upon either Party’s instance with immediate effect if any of the situation in clauses (a) to (c) below appears to arise. The Terminating Party shall be required to furnish a Notice of Termination on or before terminating this Agreement and be required to address the same to the other Party if it:

Commits a material breach of this Agreement which, if capable of remedy, it fails to remedy within thirty days after being given the written notice specifying full particulars of the breach and requiring it to be remedied;
Persistently breach any condition or this or a related Agreement executed by and between the Parties; and
Becomes dissolved and ceases to conduct all of its business or becomes unable to pay its debts as they fall due.

3.3. Upon termination of this Agreement, the Recipient will immediately cease all use of the Service. Following termination, the Platform will remove all data in the Recipient account. The Recipient acknowledges that the Platform is not obligated to retain Recipient data post-termination and will delete such data within 30 days of termination unless otherwise required by law.

3.4. Upon termination of this Agreement, the Recipient will immediately cease all use of the Service. Following termination, the Platform will remove all data in the Recipient account. The Recipient acknowledges that the Platform is not obligated to retain Recipient data post-termination and will delete such data within 30 days of termination unless otherwise required by law, in compliance with applicable data retention and disposal regulations

3.5. Company reserves the right to (i) modify or discontinue, temporarily or permanently, the service (or any part thereof) and (ii) refuse any and all current and future use of the service, suspend, or terminate the account (any part thereof) or use of the service and remove and discard any Recipient content in the service, for any reason. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of Recipient use of Service, may be referred to appropriate law enforcement authorities. Company shall not be liable to Recipient or any third party for any modification, suspension or discontinuation of the Service.

4. Representations and Warranties

4.1. The Company represents and warrants that:

It will provide its services to the Recipient on a best-effort basis, consistently endeavouring to assist the Recipient in receiving donations; however, this shall not be construed as a guarantee of any kind.
The Company will use information provided by the Recipient solely to fulfil its obligations under this Agreement, and for no other commercial or personal use, except as otherwise permitted under this Agreement.
It holds no obligations, legal or otherwise, that are inconsistent with the terms of this Agreement or with the establishment of a relationship with the Recipient.
The performance of services under this Agreement does not and will not violate any applicable law, rule, or regulation.
The performance of services under this Agreement does not and will not infringe on any proprietary or third-party rights.
The Company is fully authorized to enter into this Agreement and is regulated under the applicable laws of Singapore.

4.2. The Recipient represents and warrants that:

At all times, it will provide true and accurate information to the best of its knowledge and belief to the Company and Payment Gateway, ensuring the proper discharge of services.
It will also provide true and accurate information to Donors, granting the Platform permission to delete any information deemed incorrect, in violation of this Agreement, or found to breach any applicable laws.
It provides the Company and the Payment Gateway with non-exclusive, non-transferable access to information required for the effective discharge of services under this Agreement.
It consents to the listing of its legal name on the Company’s website.
It consents to the Company’s promotion, marketing, and listing of the Recipient and its representative on the Platform’s website, including cross-marketing, branding, and promotional activities to enhance the Recipient’s visibility and revenue.
It agrees to the Company’s use of its QR Codes and/or links on the Company’s website for direct scheduling purposes.
It discharges and holds harmless the Company from liability arising from any incorrect or inaccurate information provided under these clauses.
It discharges and holds harmless the Company from any third-party liability, including liabilities associated with the Payment Gateway.
It possesses the full legal authority, capacity, and power to enter into and execute this Agreement with the Company.
It holds no obligations, legal or otherwise, that are inconsistent with the terms of this Agreement or with the establishment of a relationship with the Company.
Its receipt of services under this Agreement does not and will not violate any applicable law, rule, or regulation. l. Its receipt of services under this Agreement does not and will not infringe on any proprietary or third-party rights.

5. Disclaimer & Limitation of Liability

5.1. The Recipient acknowledges that, except as required by law, the Company and its officers, directors, key personnel, employees, associates, and representatives shall not be liable for any obligations, costs, fees, losses, liabilities, claims, judgments, actions, damages, or expenses, including legal fees and court costs, incurred or arising from any action taken or omitted by the Recipient in good faith upon advice provided by the Company, applying the degree of care, skill, prudence, and diligence of a fiduciary in similar circumstances.

5.2. The Company’s services are provided on an “as is” basis, without any warranties, express or implied, of any kind. The Company shall not be liable for indirect, incidental, or consequential damages, including but not limited to lost profits or business interruption

5.3. The Company and its officers, directors, key personnel, employees, associates, and representatives shall not be liable for any losses resulting from following instructions from the Recipient or due to inaccurate or incomplete information provided by the Recipient regarding its business needs, goals, or objectives.

5.4. Except as required by law, the Company and any of its employees, affiliates, representatives, or agents acting in good faith shall not be liable for any action, omission, investment recommendation or decision, or loss arising in connection with this Agreement. This includes any acts or omissions of third-party service providers or other professionals recommended by the Company to the Recipient.

5.5. The Recipient agrees to hold the Company harmless from any loss of future revenue resulting from the cancellation or revocation of the Recipient’s registration if such cancellation is for justified cause. The Company assumes no responsibility for transferring any existing donation schedules, which shall be cancelled immediately upon the termination of the Recipient’s registration.

6. Confidentiality

6.1. Both Parties agree to keep all sensitive, proprietary, or otherwise confidential information (“Confidential Information”) shared during the term of this Agreement confidential at all times.

6.2. The obligation to maintain confidentiality is subject to the following reasonable exceptions. Either Party may disclose Confidential Information:

As required by law, court order, or directive of a governmental or regulatory body, either Party may disclose Confidential Information, limited to the specific portion required to be disclosed by law or regulation. If permitted by law, the disclosing Party will provide prior written notice to allow the other Party to take protective measures, if appropriate.
To employees, officers, subcontractors, representatives, or advisers (“Related Parties”) of the disclosing Party, provided such Related Parties need to know the information to fulfil their responsibilities under this Agreement and agree to use the information solely for that purpose, ensuring it is not further disclosed.
Where the Confidential Information has become generally available to the public, other than as a result of a breach of this Agreement by the Party or its Related Parties.
Where the Confidential Information was lawfully available or known to the receiving Party on a non-confidential basis before disclosure under this Agreement.

7. Intellectual Property Rights

7.1. The Recipient acknowledges that the Company’s services may contain content or features protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Unless expressly authorized by the Company, the Recipient agrees not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Company’s services or any content therein, in whole or in part. The Recipient shall not attempt to reverse engineer, decompile, or derive the source code from the Company’s services and shall not engage in data mining, robots, scraping, or similar data-gathering or extraction methods in connection with use of the Company’s services

7.2. Any unauthorized use of the Company’s protected content under Clause 7.1 without the Company’s express consent shall constitute a breach of its intellectual property rights and may be actionable under applicable law.

8. Indemnity

8.1. Each Party agrees to indemnify and hold the other Party harmless against any third-party claims, including associated costs and reasonable attorney’s fees, arising due to the grossly negligent or intentional acts, misappropriation of funds, fraud, provision of misleading or incorrect information, failure to act, or breach of any applicable law by the Indemnifying Party, its employees, or agents, in the performance of its obligations under this Agreement. This indemnity extends to claims resulting in death, personal injury, damage to tangible or intangible property, or violations of data protection laws.

8.2. This indemnification obligation is contingent upon the Indemnified Party providing the Indemnifying Party with:

prompt written notice of the claim,
all relevant information and reasonable assistance for the defence, and
sole authority to defend or settle the claim.

9. Force Majeure

9.1. Neither Party shall be liable for any failure or delay in fulfilling its obligations under this Agreement if such failure or delay results from causes beyond its reasonable control and qualifies as a Force Majeure event.

9.2. “Force Majeure” includes, but is not limited to, events such as internet service provider failures, acts of God, epidemics, pandemics (including Covid-19 and related measures), civil unrest, fires, floods, droughts, storms, earthquakes, building collapses, explosions, accidents, acts of terrorism, acts of war, governmental actions, or any other actions taken by a government or public authority, including but not limited to import/export restrictions, quotas, or prohibitions, or any other events beyond the control of the affected Party. This includes disruptions in Payment Gateway services as a result of such Force Majeure events, in which case the Company shall not be held responsible for related interruptions in service.

10. Dispute Resolution & Governing Law

Any disputes arising between the Parties shall first be addressed through mediation and negotiation, with both Parties making a good-faith effort to reach a mutually agreeable resolution. If the dispute cannot be resolved amicably, it shall be exclusively adjudicated before the courts of Singapore, applying Singapore law without regard to conflict of law principles.

This Agreement shall be governed by and construed in accordance with the laws of Singapore.

Schedule 1

SETUP

Account Setup and Onboarding

Recipient Account Creation: The Company will create an account on the Platform for each Recipient, enabling them to facilitate donation scheduling and engage with Donors.
Platform Access: Access to the donation scheduling features of the Platform is provided, allowing Recipients to receive donations directly.
Onboarding Process: The Company conducts a basic onboarding process, which includes verification and compliance checks completed by the Payment Gateway. Recipients are connected to the Payment Gateway, and authorized users are approved.
Setup Fee: A one-time setup fee may apply. The Company may waive this fee at its discretion.

Schedule 2

BASIC SERVICE

Core Service Features

Transaction Notifications: Recipients receive notifications on donation transactions.
Real-time Dashboard Access: Authorized users gain access to a real-time dashboard displaying donation activity and financial metrics.

Basic Campaign and Listing

Free Campaign Access: Recipients may create one campaign at no charge, included as part of the basic service.
Recipient Listing: Recipients will have their organization name listed in the Platform’s dropdown selection for Donors, increasing visibility

Dashboard Features

Donation Purpose Settings: Recipients can specify donation purposes or categories within the dashboard.
Data Export: Allows the export of transaction data in CSV format for reporting.
Transaction Summaries: Provides quick-view summaries of current month donations (successful, pending, failed, and cancelled).

Financial and Performance Tracking

Monthly and Yearly Trends: The dashboard provides trend analysis options by month or year, along with downloadable charts for easy visualization.
Forecasting and Projections: Forecasted transaction volumes and financial projections are displayed, including:
1. Forecasted grand totals, successful, pending, failed, and cancelled transactions for the selected timeframe(s).
2. Rolling projection for the next 12 months

Compliance Support for Tax Deduction (Where Applicable)

Tax Deduction Information: For recipients with tax-deductible status, the Platform supports extracting donor information required for tax deduction claims, including fields for full name, identification number, email, and mobile number as required by local regulations.

Schedule 3

Campaigns

Basic Campaign Features

Single Free Campaign: Each Recipient is provided one free campaign under the Basic Service. This campaign includes access to core Platform features, allowing the Recipient to promote their cause to the Donor network.

Basic Campaign and Listing

Additional Campaigns: Recipients may request additional campaigns beyond the first free campaign. Each additional campaign may incur a fee as outlined on the Company’s website or provided upon inquiry.

Campaign Performance Tracking

Dashboard Metrics: Recipients can track key performance indicators, such as donations received, and financial contributions, for each campaign directly on the Platform.
Data Export and Reporting: Comprehensive campaign data, including Donor interactions and donation summaries, can be exported in CSV format for further analysis.

Schedule 4

White-label Service

Customized Branding and Domain Integration

Platform Integration: The Company provides a white-label service where the Platform is integrated on a domain specified by the Recipient.

Schedule 5

Social Media Marketing

Social Media Campaigns and Promotion

Campaign Creation and Management: Provides assistance with campaign design, management, and targeting.
Audience Analytics: Access to basic analytics to monitor campaign reach and effectiveness.

Schedule 6

Fundraising Events

Event-based Fundraising Support

Event Hosting: Platform support for event fundraising, including options for ticketing, registration, and donation collection.
Promotional Support: Additional services to promote fundraising events through the Platform’s network.