Chain Ambassador Agreement

Date of Last Revision: october 11, 2022.

CONTRACT DETAILS

TERMS & CONDITIONS

1. INTERPRETATION

1.1 Definitions

“Applicable Commission” means the applicable Commission payable on a Chained Fundraising Campaign.

“Campaign Organizer” means anyone who creates a Fundraising Campaign on ChainFundIt for the purposes of raising funds either via crowdfunding or on a private basis.

“Chain” or “Chaining” means the art of opting to share and promote a Fundraising Campaign by anyone other than the Campaign Organiser in exchange for a reward on successful donations

“Chainfund” means a fundraising campaign with chain functionality incorporated. Upon the acceptance of these terms and conditions, a replica page (i.e Chainfund) of the applicable Fundraising Campaign created to recognise the Chain Ambassador electronic identity will be created and sent across to the Chain Ambassador.

“Chainfunding” means the practice of sharing or promoting a ChainfundIt Fundraising Campaign for the purpose of soliciting donations from an individual’s social network in exchange for a reward. This reward for the purposes of this document shall be a commission unless otherwise stated in the specified campaign.

“Chain Ambassador” means any individual or corporate entity who opts to chain a Fundraising Campaign by submitting an application to Chainfundit and agreeing to these terms and conditions.

“Chained Fundraising Campaign” means the replica campaign page created and given to a Chain Ambassador to share and promote on behalf of the Fundraising Campaign they opted to chain.

“Commission” means commission calculated on any successful donations (with the exclusion of any donations made by the chain Ambassador) at the applicable commission rate for the Fundraising Campaign specified by the Campaign Organiser. Please note that any such commission is earned outside of the ChainFundIt fees or any other payment processors adopted for the campaign.

“Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including UK GDPR (which has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018) and the Data Protection Act 2018. This also includes applicable data protection and privacy legislation in any country in which ChainFundIt is operational.

“Donor” means an individual (other than the Chain Ambassador) who makes a donation on the Platform.

“Fundraising Campaign” means raising funds from a social network to finance a desired goal or objective.

“Platform” means ChainFundIt’s crowdfunding platform.

Words following the terms “including” or “include” or any similar expression are illustrative and shall not limit the sense of the words, phrase or term preceding those terms.

Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

“Referral” or “Sharing” means the activity of introducing Donors to the Platform for the purpose of soliciting donations from an individual’s social network for the benefit of the Fundraising Campaign.

“Relevant Donation” means each cash donation made by a Donor through the Platform with the unique Chain Ambassador link linked to it that donations on the Chainfund are not the subject of dispute, challenge, or refund.

2. COMMENCEMENT AND DURATION

  • This Agreement shall commence on the date this agreement is accepted.
  • This Agreement shall continue in force unless and until terminated in accordance with Clause 7 (the “Term”).

3. REFERRALS AND ASSURANCE

  • ChainFundIt appoints the Chain Ambassador to make Referrals on and subject to the terms and conditions of this Agreement.
  • When making Referrals or otherwise performing this Agreement, the Chain Ambassador shall at all times:
    • act promptly upon the reasonable and lawful instructions of Chainfundit;
    • act honestly, respectfully and in good faith;
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    • act in accordance with applicable law;
    • not act in a way that would damage the goodwill or reputation of Chainfundit and/or the applicable Fundraising Campaign;
    • not mislead or apply any undue pressure or duress to any Donor or potential Donor;
    • comply with all applicable laws relating to anti-bribery and anti-corruption including the Bribery Act 2010 (“BA 2010”);
    • refrain from engaging in any activity, practice or conduct outside the UK which would constitute an offence under sections 1, 2 or 6 of the BA 2010 if such activity, practice or conduct had been carried out/inside the UK; and
    • promptly report to ChainFundIt any request or demand for any undue financial or other advantage of any kind received by Ambassador.
  • Chain Ambassador represents and warrants to Chainfundit that they have not been convicted of a criminal offence (excluding any conviction deemed to be spent under the Rehabilitation of Offenders Act 1974, or other similar or applicable legislation).
  • Chain Ambassador represents and warrants to ChainFundIt that they have not been convicted of a criminal offence (excluding any conviction deemed to be spent under the Rehabilitation of Offenders Act 1974, or other similar or applicable legislation).
  • Chain Ambassador represents and warrants that they do not indulge in any obscene activity on social media channels this includes pornography, unauthorised content, other offensive/illegal materials, or links.
  • Chain Ambassador agrees to avail his or her social media handles (i.e. Twitter, Facebook , TikTok, Snapchat and Instagram) to ChainFundIt; and Chain Ambassador equally agrees to accept any follow requests from ChainFundIt.
  • Chain Ambassador agrees to follow and interact with all ChainFundIt’s social media channels, this includes likes, sharing, commenting on our posts.

4. COMMISSION AND PAYMENT

  • Chain Ambassador is entitled to receive the Applicable Commission in relation to each successful Donation made on their Chainfund during the campaign.
  • Applicable Commission will be calculated and paid by ChainFundIt periodically or at the end of the campaign. Any dispute with the commission should be addressed to “ambassadors@chainfundit.com”
  • Applicable Commission shall be paid to the Chain Ambassador in the currency of the applicable Fundraising Campaign that is registered on the Platform.
  • Applicable Commission shall be paid to the Chain Ambassador in the currency of the applicable Fundraising Campaign that is registered on the Platform.
  • Where campaigns are unable to fulfil their intended objectives, all donations will be refunded i.e. no commission will be payable on such a campaign.
  • Applicable Commission will be subject to any and all income taxes payable in the jurisdiction of the Chain Ambassador and / or Fundraising Campaign. In any instance where such taxes are not deducted or withheld upon payment, ChainFundIt retains the right to demand for an immediate refund of these taxes from the Chain Ambassador (in which case such refund shall be effected within 10 business days), or deduct same from subsequent Applicable Commissions payable on any other Chainfunds of the Chain Ambassador.
  • ChainFundIt may set-off from any Commission any and all amount due to it from Chain Ambassador.
  • ChainFundIt reserves the right to charge an administration fee of up to 30% on the chain commission payable to a chain ambassador on any fundraising campaign chained.
  • Chain Ambassadors should be aware that any funds raised on behalf of a charity will be transferred directly to the charity, Chain Ambassadors will only receive the Applicable Commission. Under no circumstances should donations be sent to the Chain Ambassador’s personal account.

5. DATA PROTECTION

  • Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
  • The personal data that you provide to us or that we obtain about you will be processed in accordance with our “privacy policy“.

6. LIMITATION OF LIABILITY

  • Nothing in this Agreement limits any liability:
    • that cannot legally be limited, including liability for death or personal injury caused by negligence; or
    • for fraud or fraudulent misrepresentation.
  • Subject to clause 4.1, neither party shall be liable to the other for any loss arising out of the lawful termination of this Agreement.
  • Subject to 5.1, Chainfundit shall not be liable to Chain Ambassador for any loss (whether foreseeable or not) arising from:
    • the unavailability, or functional limitations, of the Platform;
    • code that may be transmitted to or through, the Platform or in relation to our third party service providers;
    • any errors, inaccuracies, omissions, or losses in or to any data provided to us; or
    • circumstances beyond our reasonable control.
  • Subject to 4.1, ChainFundIt shall not be liable to Chain Ambassador for any loss (whether foreseeable or not) arising from:
    • the unavailability, or functional limitations, of the Platform;
    • code that may be transmitted to or through, the Platform or in relation to our third-party service providers;
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    • any errors, inaccuracies, omissions, or losses in or to any data provided to us; or
    • circumstances beyond our reasonable control.
  • Subject to clause 4.1, each party shall be liable to the other for any foreseeable loss suffered as a result of the party’s:
    • breach of any provision of this Agreement; or
    • negligence or willful default.
  • Subject to clause 4.1, the maximum aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise of:
    • ChainFundIt to Chain Ambassador, shall not exceed the Commission payable to the Chain Ambassador in the twelve months preceding the date the claim arose; and
    • Chain Ambassador to ChainFundIt, shall not exceed the greater of two times the Commission paid to Chain Ambassador.
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7. TERMINATION

  • ChainFundIt may terminate this Agreement with immediate effect by giving notice to Chain Ambassador at any time if
    • The Fundraising Campaign goal has been reached;
    • There has been no activity on the Chain Agent’s payment link within 14 days of receiving Chainfund;
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    • We suspect an abuse of the Fundraising Campaign; or
    • ChainFundIt ceases to operate the Fundraising Campaign to which this Agreement relates.
  • Chain Ambassador may terminate this Agreement at any point. However, ChainFundIt is not obliged to deactivate Chain Ambassador’s Chainfund link. For the avoidance of doubt, the Chain Ambassador will no longer earn any Commission from proceeds received from Beneficiary’s Fundraising Campaign.
  • Clauses 3, 5, 7.10 and 7.1 shall continue in force despite termination.
  • Clauses 2, 4, 6.10 and 6.1 shall continue in force despite termination.
  • Termination of this Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
  • ChainFundIt reserves the right to monitor the activity of the Chain Ambassador in relation to the campaign the ambassador has opted to chain. Hence, ChainFundIt reserves the right to withdraw or deactivate the Chain Ambassador’s chain page and/or deny subsequent applications by the Chain Ambassador to chain a campaign page(s) should we find that the Chain Ambassador is passive in promoting the ChainFundIt campaign(s).

8. GENERAL

  • Entire Agreement
    • This Agreement constitutes the entire agreement between the parties relating to its subject matter.
  • Assignment
    • This Agreement is personal to the Chain Ambassador and the Chain Ambassador may not assign, transfer or sub-contract or deal in any other manner with its rights under this Agreement.
  • No partnership or agency
    • Nothing in this Agreement is intended to, or shall be deemed to, establish a partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. The relationship of employer and employee shall not exist between the parties. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  • Variation
    • ChainFundIt may vary the terms and conditions of this Agreement without requiring the consent of the Chain Agent for the following reasons:
      • to reflect changes in the way ChainFundIt operates the business, the Chain funding scheme or the Platform or if changes are made to ChainFundIt’s systems, policies, processes or standards; and
      • to adapt to changes in law, regulation or industry guidance or implementing changes as a result of the decisions of a court, regulator or ombudsman.
    • ChainFundIt will aim to give Chain Ambassador at least 7 days’ notice of any change to these terms and conditions by notifying Chain ambassador through the Platform or by email but this may not always be possible.
    • If Chain Ambassador does not agree with the changes Chainfundit may make then Chain Agent may terminate this Agreement in accordance with clause 7.1(a). By continuing to participate in the chaining scheme after changes to the terms and conditions of this Agreement, Chain Agent agrees to be bound by the amended terms.
    • If Chain Ambassador does not agree with the changes ChainFundIt may make then Chain Agent may terminate this Agreement in accordance with clause 7.1(a). By continuing to participate in the chaining scheme after changes to the terms and conditions of this Agreement, Chain Agent agrees to be bound by the amended terms.
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  • No automatic waiver
    • No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
  • Severance
    • If any part of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant part shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
  • Notices
    • Any notice or other communication given to a party under this Agreement shall be in writing and sent by email to the email address specified in the Contract Details.
    • Any notice or communication shall be deemed to have been received if sent by email, at the time of transmission, or, if this time falls outside Business Hours, when Business Hours resume.
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  • Counterparty
    • This Agreement may be executed in counterpart.
  • Third Party Rights
    • Except for Chainfundit who may benefit from and enforce any right of  Chainfundit Nigeria Limited under this Agreement, no / No] provision of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
  • Governing Law
    • This Agreement shall be governed by and construed in accordance with the laws of England and Wales for Fundraising Campaigns originating in the UK and US, and laws of Nigeria for Fundraising Campaigns originated in Nigeria.
    • This Agreement and any matter, dispute or claim (whether contractual or otherwise) arising out of or in connection with it, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration by the International Court of Arbitration. Nothing in this Agreement shall affect the right to serve process in any manner permitted by law.
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    • Its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with either English or Nigerian law.
    • All activities of the chain ambassadors should be carried out in line with all extant regulations and laws.
  • Jurisdiction
    • The seat or legal place of arbitration shall be London, England, or Nigeria, dependent on the country where the Fundraising Campaign was originated and the language to be used in the arbitral proceedings shall be English.
    • Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). (Whether contractual or otherwise)
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