Referral Donation Terms

About these Terms

These Standard Terms govern participation in the Evergive SDK Pilot Programme (the “Pilot”). They apply to Referral Donations only, being donations processed via the Evergive SDK (Software Development Kit - i.e. Everboost), charity referral pages hosted by Evergive, or other approved referral-based donation flows. They do not replace or affect Evergive’s general website terms and conditions.

By integrating the Evergive SDK or processing Referral Donations through approved Evergive flows, a Partner Charity agrees to be bound by these Standard Terms. If you have any questions about these terms, please contact Evergive before integrating the SDK.

These terms are based on the Donor Advised Fund (“DAF”) structure operated by a DAF Partner, a charitable company limited by guarantee (the “DAF Partner”), and may be updated from time to time in accordance with clause 8.

1. Definitions

1.1 In these Standard Terms, the following terms have these meanings: “Evergive” means The Evergive Project Ltd; “Partner Charity” means an eligible registered charity or not-for-profit organisation approved by Evergive to participate in the Pilot; “Evergive Donation” means a donation made by a donor via the SDK, a hosted referral page, or other approved referral-based donation flow, to be held within the DAF; “Pilot” means the Evergive SDK pilot programme, being an initial testing and development phase of 6 months from commencement, unless extended by Evergive; and “SDK” means the Evergive software development kit and associated technology platform. “Data Agreement Schedule” means the Data Agreement Schedule appended to these Standard Terms, as amended from time to time in accordance with clause 8.

1.2 The DAF is a charitable fund within which donations are held, managed, and granted at the discretion of the DAF Partner’s trustees. References to clauses are to clauses of these Standard Terms. Headings are for convenience only.

2. How the Pilot works

2.1 The Pilot operates through the DAF Partner’s Donor Advised Fund structure. Evergive Donations are structured as unconditional charitable donations to the DAF Partner, to be held within the DAF and administered at the discretion of the DAF Partner’s trustees, taking donor preferences into account.

2.2 The Partner Charity collects the Evergive Donation as agent for the DAF Partner and remits those funds in accordance with Evergive’s operational requirements. Both legal and beneficial ownership vest in the DAF Partner upon receipt. The DAF Partner will collect gift aid on Evergive Donations.

2.3 The DAF Partner will manage and invest DAF funds prudently in accordance with its legal duties as a charity, having regard to donor preferences. DAF reserve assets may include a range of asset classes, including digital assets such as Bitcoin.

2.4 The DAF Partner manages the pooled reserve in accordance with its internal investment and sustainability policies, which are designed to support long-term stability of grant distributions to Partner Charities.

2.5 For clarity, Partner Charities do not acquire any ownership interest in reserve assets. Grant distributions are charitable grants from the DAF Partner, not returns on investment.

3. Evergive’s commitment to Partner Charities

3.1 Evergive is committed to ensuring Partner Charities benefit from participating in the Pilot. In the ordinary course, the DAF Partner will make grant distributions to Partner Charities in amounts determined in accordance with the Pilot payout framework, which is calculated by reference to eligible Evergive Donations. The DAF Partner would only withhold a grant in limited circumstances, such as where:

(a) required by law, regulatory obligation, or Charity Commission guidance;

(b) the Partner Charity has lost or had suspended its registered charitable status;

(c) there are material safeguarding, reputational, or regulatory concerns; or

(d) the Partner Charity is in material non-compliance of these Standard Terms.

Pilot Payout Framework

3.2 Evergive Donations received during the Pilot will be eligible for discretionary grant distributions within a target annual range of 5%–12.5%, calculated by reference to eligible Evergive Donations and paid monthly. Payout eligibility will continue beyond the Pilot onboarding period in respect of donations received during the Pilot. The payout range is reviewed periodically by trustees for sustainability. Post-Pilot onboarding terms (if any) may differ.

Evergive Underwriting Commitment

3.3 For Pilot Partners, Evergive will underwrite payout continuity up to 5% per annum for the first five (5) years from the date of each eligible donation. If the DAF Partner does not make a grant distribution that would otherwise be payable within that 5% range (other than for the reasons set out in paragraphs (b), (c), or (d) above), Evergive will provide equivalent financial support to ensure the Partner Charity receives the relevant amount within 60 days. This commitment is intended to provide commercial assurance while preserving the DAF Partner’s independent trustee position.

4. Advanced grant requests

4.1 A Partner Charity may request an advanced discretionary grant distribution from the DAF at any time by written notice to Evergive. Requests will be considered by the DAF Partner in its discretion, taking into account available funds and operational requirements. The DAF Partner may deduct reasonable processing fees and any costs incurred in making funds available to pay the grant.

4.2 Before the fifth anniversary of an eligible Evergive Donation, any approved advanced grant will be determined by the DAF Partner at the time of approval, taking into account the overall reserve value, less any grants already paid and applicable costs. No downside support applies before the fifth anniversary.

4.3 From the fifth anniversary onwards, any approved advanced grant will continue to be determined in the same way. However, if the amount determined is lower than the original value of the relevant Evergive Donation (less grants already paid), Evergive will provide financial support to the DAF Partner, if required, to enable a further discretionary grant so that the Partner Charity receives not less than that original value (less grants already paid).

4.4 If reserve performance has been positive, the amount of an advanced grant may exceed the original value of the relevant Evergive Donation, subject to applicable fees.

4.5 Advanced grants are paid in fiat unless otherwise agreed. A Partner Charity wishing to request an advanced grant in Bitcoin should contact Evergive to discuss the available options.

5. Partner Charity obligations

5.1 Each Partner Charity will:

(a) participate in the Pilot using the Evergive SDK, a hosted referral page, or another approved Evergive donation method;

(b) comply with Evergive’s reasonable technical and operational requirements for that method;

(c) use the Evergive SDK in the form provided, including any mandated user interface elements, without modification, unless expressly authorised in writing by Evergive;

(d) ensure all donor communications accurately represent the DAF structure;

(e) comply with all applicable laws and regulations, including charity law, fundraising regulations, anti-money laundering requirements, data protection legislation, and advertising standards;

(f) remit Evergive Donations within specified timeframes;

(g) not represent Pilot payouts as guaranteed income or assured returns; and

(h) cooperate with Evergive’s reporting and record-keeping requirements.

5.2 Each Partner Charity warrants that it is and will remain a registered charity in good standing throughout its participation in the Pilot.

6. Reporting

6.1 Evergive will provide Partner Charities with reporting consistent with the current capabilities of the SDK, including total Evergive Donations received, payout calculations, payment confirmations, and such summary reserve information as Evergive considers appropriate. Reporting formats and functionality may evolve during the Pilot.

7. Intellectual property

7.1 All intellectual property rights in the SDK and any mandated user interface elements provided by Evergive as part of the SDK integration (“Mandated UI”) remain the property of Evergive (or its licensors). Evergive grants each Partner Charity a non-exclusive, non-transferable, revocable licence to use the SDK (where applicable) solely for Pilot participation. Partner Charities must implement the Mandated UI in the form provided by Evergive and may not alter, adapt, or obscure any Mandated UI element without Evergive’s prior written consent.

7.2 Partner Charities will not modify, reverse engineer, sub-licence, or use Evergive’s, the DAF Partner’s, or any mandated UI branding except as expressly authorised in writing.

8. Amendments

8.1 Evergive may amend these Standard Terms by giving not less than 30 days’ written notice, provided that amendments do not materially reduce the underwritten payout commitment.

8.2 Evergive may implement amendments immediately where required:

(a) to comply with applicable law, regulation, or regulatory guidance;

(b) to reflect requirements of the DAF Partner’s trustees or third-party service providers;

(c) to address security, fraud, or risk management concerns; or

(d) to implement operational, technical, or reporting changes necessary for the operation of the Pilot.

8.3 Evergive will use reasonable efforts to consult with Partner Charities prior to material amendments. Continued participation in the Pilot or continued use of any approved Evergive donation method following notice constitutes acceptance. If a Partner Charity does not agree to an amendment, its remedy is to end its participation under clause 9.

9. Term and termination

9.1 The Pilot is intended to operate for 6 months from commencement, unless extended or ended earlier by Evergive. Evergive recognises that Partner Charities are committing resources to participate on this basis.

9.2 Evergive may end a Partner Charity’s participation:

(a) on not less than 30 days’ written notice for any reason; or

(b) immediately on written notice if the Partner Charity commits a material non-compliance, ceases to be a registered charity, becomes insolvent, or engages in conduct which may bring the Pilot into disrepute.

9.3 A Partner Charity may withdraw on 30 days’ notice, or discontinue use of the Evergive SDK or any other approved Evergive donation method (including a hosted referral page) at any time with immediate effect.

Consequences of termination

9.4 On termination: accrued but unpaid payouts will be settled within 60 days; the DAF Partner will continue to manage DAF funds in accordance with its charitable purposes, having regard to donor preferences; and Evergive’s underwriting commitment will continue to apply to pre-termination donations.

10. Liability and indemnity

10.1 The value of reserve assets may go down as well as up. Neither Evergive nor the DAF Partner guarantees any level of return beyond what is expressly underwritten during the Pilot.

10.2 To the maximum extent permitted by law, neither Evergive nor the DAF Partner will be liable for any indirect, consequential, special, or punitive damages. Aggregate liability will not exceed total Pilot payouts paid to the relevant Partner Charity in the preceding 12 months. Nothing excludes liability for fraud, negligence causing death or personal injury, or other non-excludable liability.

10.3 Each Partner Charity will indemnify Evergive and the DAF Partner against claims arising from non-compliance with these terms, negligence, misrepresentation to donors, or third-party claims relating to Pilot participation.

11. Confidentiality and data protection

11.1 These Standard Terms and all information shared in connection with the Pilot are confidential. Disclosure is permitted only:

(a) as required by law or regulatory obligation;

(b) to trustees, directors, professional advisors, and employees bound by equivalent obligations; or

(c) with the prior written consent of Evergive.

11.2 This obligation survives termination for 2 years.

11.3 Each party will comply with UK GDPR and the Data Protection Act 2018 in respect of personal data processed in connection with the Pilot. Where a Partner Charity collects or transmits donor personal data in connection with the Pilot or the SDK, the parties’ respective obligations with respect to that personal data are further governed by the Data Agreement Schedule. In the event of conflict between the Data Agreement Schedule and this clause 11.3, the Data Agreement Schedule prevails.

12. General

12.1 These Standard Terms constitute the entire agreement between the parties in relation to the Pilot and supersede all prior discussions, representations, and arrangements.

12.2 If any provision is held invalid, the remaining provisions continue in full force. No failure or delay in exercising any right will operate as a waiver.

12.3 Partner Charities may not assign rights without Evergive’s consent. Evergive may assign to any affiliate or successor.

12.4 The DAF Partner may enforce provisions conferring a benefit on it under the Contracts (Rights of Third Parties) Act 1999. Nothing in these terms creates a partnership, joint venture, or agency except as expressly provided.

12.5 Notices must be in writing by email and are deemed received the next business day.

13. Governing law and jurisdiction

13.1 These Standard Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Schedule A: Data Agreement

This Schedule forms part of the Evergive Referral Donation Partner Charity Standard Terms (the “Standard Terms”) and sets out the data sharing arrangements between Evergive and each Partner Charity in connection with the Pilot.

1. Definitions and interpretation

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

1.1 Definitions:

Controller shall have the meaning set out in the Data Protection Legislation.

Data Protection Legislation all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426); and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).

Data Subject means an individual who is the subject of Personal Data.

Permitted Recipients means in respect of each Party, such Party, its employees and other staff, and any other third parties to whom the Shared Personal Data is permitted to be disclosed in accordance with each Party’s respective privacy policy. In relation to Evergive, the DAF Partner shall be deemed a Permitted Recipient.

Personal Data shall have the meaning set out in the Data Protection Legislation.

Processing, processes and process means any activity that the Data Protection Legislation may define as 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.

Processor shall have the meaning set out in the Data Protection Legislation.

Purpose means activities in the course of each Party’s professional work and/or in respect of its activities in the ordinary course of business.

Shared Personal Data means the Personal Data to be shared between the Parties which the Parties agree is to be processed by each of them in their capacity as independent controllers (or if jointly agreed, in their capacity as joint controllers).

1.2 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 Appendices.

1.3 A reference to writing or written includes email.

1.4 In the event the terms of this Agreement (as amended from time to time) have not been signed by the Parties but there is sharing of Shared Personal Data between the Parties, the Parties acknowledge and agree the terms of this Agreement shall apply nonetheless.

1.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.6 Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted, converted or otherwise given effect on or after 11pm on 31 January 2020.

2. Parties as Controllers

2.1 The Parties acknowledge there may be certain Shared Personal Data disclosed or otherwise shared between the Parties in respect of which each Party processes the data as independent controllers or, if jointly agreed, as joint controllers (within the meaning of Article 26 GDPR).

2.2 Where it is agreed that one Party is to act in the capacity as processor on behalf of the other Party in respect of certain personal data then the Parties will enter into a separate Data Processing Agreement (“DPA”) in respect of such data and the terms of such DPA will prevail over this Agreement with respect to the data which forms the subject of that DPA.

3. Compliance with Data Protection Legislation

3.1 Each Party remains responsible at all times for its compliance obligations under the applicable Data Protection Legislation as an independent or joint controller of the Shared Personal Data (as the case may be), including providing any required notices and obtaining any required consents.

4. Obligations

4.1 In respect of the Shared Personal Data, each Party shall as applicable:

(a) give to any Data Subject whose Shared Personal Data may be processed pursuant to this Agreement such information as to the nature of the processing as it is required by the Data Protection Legislation to give, in accordance with each Party’s respective privacy policy;

(b) process the Shared Personal Data only for the Purpose;

(c) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

(d) ensure that all Permitted Recipients are subject to confidentiality obligations concerning the Shared Personal Data;

(e) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other Party on reasonable request, to protect against unauthorised or unlawful processing of the Shared Personal Data and against accidental loss or destruction of, or damage to, the Shared Personal Data;

(f) not transfer any of the Shared Personal Data received by the other Party outside the UK or EEA unless the transferor: (1) ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) the transfer otherwise complies with the Data Protection Legislation; and (2) complies with the provisions of Article 26 GDPR (in the event the Parties agree to be joint controllers); and

(g) assist the other Party in complying with all applicable requirements of the Data Protection Legislation, including without limitation: (1) promptly informing the other Party about the receipt of a Data Subject access request; (2) providing the other Party with reasonable assistance in complying with any Data Subject access request; (3) notifying the other Party without undue delay on becoming aware of any breach of the Data Protection Legislation; and (4) maintaining complete and accurate records and information to demonstrate compliance with this Agreement.

5. Indemnification

The Partner Charity agrees to indemnify, keep indemnified and defend at its own expense Evergive against all costs, claims, damages or expenses incurred by Evergive or for which Evergive may become liable due to any failure by the Partner Charity or its employees, subcontractors or agents to comply with any of its obligations under this Agreement or the Data Protection Legislation.

6. General

6.1 No Waiver: The Parties agree that a failure by either Party to enforce the performance of any provision in this Agreement shall not constitute a waiver of the right to subsequently enforce that provision or any other provision of this Agreement. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

6.2 Entire Agreement: This Agreement constitutes the whole agreement and understanding of the Parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this agreement. Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement, provided always that nothing in this clause shall limit or exclude any liability for fraud.

6.3 Variation: Unless otherwise expressly provided elsewhere in this Agreement, this Agreement may be varied only in writing by both of the Parties.

6.4 Severance: If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

6.5 Notices: All notices or communication given under this Agreement shall be in writing (a reference to writing or written includes email). Notices shall be deemed to have been duly given:

• when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient;

• when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated;

• on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid;

• on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case notices should be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

6.6 Assignment: Neither Party shall assign, transfer or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld.

6.7 Contracts (Rights of Third Parties) Act 1999: except as otherwise expressly provided in this Agreement, a person who is not a Party to this Agreement or a permitted assignee has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

6.8 Governing law and jurisdiction: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the Parties irrevocably submit to the exclusive jurisdiction of the English courts in respect thereof.

This Agreement is entered into on the date stated at the beginning of it.