Important notice: We do not require a signed agreement. Your use of any services or resources provided by us, including this website, denote your complete agreement with and acceptance of these terms and conditions.
INTRODUCTION TO THESE TERMS
1.1 Code Switch LLC dba Granted Fundraising Consultants offers grant writing and other fundraising-related services to businesses, including nonprofits. By registering for or purchasing services from us, you confirm that the services you will request will be integral to your business and that you are acting for purposes of your trade, business, or profession. Our services are not intended for private / individual consumers.
1.2 Our store is hosted on Kajabi. They provide us with the online e-commerce platform that allows us to sell our products and Services to you.
1.3 Code Switch LLC dba Granted Fundraising Consultants offers this website, including all information, tools and Services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies, and notices stated here. Throughout these Terms and throughout this site, the terms “Granted Fundraising Consultants,” “Contractor,” “we,” “us,” and “our” refer to Code Switch LLC dba Granted Fundraising Consultants. Also throughout these Terms, the term “Website” refers to this site, and the terms “Client” and “User” refers to you.
2. ENTIRE AGREEMENT
The agreement constituted under these Terms constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms. Nothing in this clause shall limit or exclude any liability for fraud. The Client agrees that any terms and conditions inconsistent with or in addition to these Terms, including any Purchase Order terms and conditions purported to be imposed by Client, shall not be applicable.
3.1 Any new features or tools which are added to the Services listed on our websites shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time at this page.
3.2 We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
The following definitions apply in these Terms.
Affected Party: the party that is prevented, hindered or delayed in or from performing any of its obligations under these Terms by a Force Majeure Event.
Charges: means any upfront or recurring charges calculated in accordance with Granted Fundraising Consultants’ fee rates for services and agreed upon by the Client by means of the Website.
Client or User: refers to purchasers of Services provided by Granted Fundraising Consultants and users of the grantedfundraising.com and grantedfundraising.myshopify.com websites (and any territory-specific variant on them), or any Granted Fundraising Consultants mobile application, or any replacement or substitute for them for which Client is notified.
Client Material: all documents, information, and materials provided by the Client relating to the Services as specified in the Work Request.
Client Personal Data: all personal data (as defined in Data Protection Laws) contained in or comprising Client Material.
Confidential Information: information that Client provides to Granted Fundraising Consultants that Client reasonably expects to be kept secret. This includes confidential details of Client's business, and any payment card information provided by Client.
Contractor: refers to Granted Fundraising Consultants, which agrees to perform work and provide Services under these Terms.
Data Protection Laws: U.S. federal and state laws and regulations that govern the treatment of data across various industries and business operations.
Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
Employee: an individual who is employed either part-time or full-time by Granted Fundraising Consultants.
Freelancer: an individual or entity contracted by Granted Fundraising Consultants to assist in completing tasks associated with providing the Services to Clients.
Group: Granted Fundraising Consultants, its subsidiaries or holding companies from time to time and any subsidiary of any holding company from time to time.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Purchase Order: an official document in which the Client commits to purchase goods from the Contractor
Services: the services to be provided by Granted Fundraising Consultants under these Terms
Sub-processors: third parties, including Freelancers, authorized by Granted Fundraising Consultants to have logical access to and process Client Personal Data in order to provide Services to Client.
Third-Party Tools: Tools created, maintained, and provided by entities other than Granted Fundraising Consultants or the Client.
Third-Party Links or Third-Party Services: Links or Services created, maintained, and provided by entities other than Granted Fundraising Consultants or the Client.
Website: the grantedfundraising.com and grantedfundraising.myshopify.com websites (and any territory-specific variant on them), or any Granted Fundraising Consultants mobile application, or any replacement or substitute for them for which Client is notified.
Writing: includes email, SMS, the Website, or any other means of written communication agreed between Client and Granted Fundraising Consultants.
Work or Work Product: all documents, products and materials developed by Granted Fundraising Consultants in any form, including but not limited to documents, data, reports, and specifications (including drafts).
5. GENERAL CONDITIONS
5.1 We reserve the right to refuse Service to anyone for any reason at any time.
5.2 You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
5.3 You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the Service is provided, without express written permission by us.
5.4 The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms.
- INDEPENDENT CONTRACTOR STATUS
6.1 In General. It is mutually understood and agreed, and it is the intent of Contractor and Client that an independent contractor relationship be established and is hereby established under these Terms and Conditions. Employees of Client are not, nor shall they be deemed to be, employees of Contractor; and, that employees of Contractor are not, nor shall they be deemed to be, employees of Client. Client acknowledges that it is not entitled to direct or control the work of Granted Fundraising Consultants or impose any specific time of day or location in which Services are to be provided or work is to be done.
6.2 Taxes. Contractor shall be solely responsible for the payment of Contractor’s own federal and state income and/or employment taxes, and the Client shall not under any circumstances withhold and pay, or be responsible to withhold and pay to the appropriate government agencies, such taxes.
6.3 Benefits. Contractor shall have no right under these Terms to participate in, or receive any benefits under, any of the Client’s benefit plans, policies, or programs, whether now in existence or hereafter created.
- ONLINE STORE TERMS
7.1 By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
7.2 In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate at any time your use of the Service or any related website for violating any of the prohibited uses.
- ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
8.1 We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
8.2 This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
- ERRORS, INACCURACIES AND OMISSIONS
9.1 Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
9.2 We undertake no obligation to update, amend, or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
- MODIFICATIONS TO THE SERVICE AND PRICES
10.1 Certain products or Services may be available exclusively online through the website.
10.2 Prices for our products are subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
10.3 We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or Services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or Service made on this site is void where prohibited.
- OPTIONAL TOOLS
11.1 We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
11.2 You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
11.3 Any use by you of the optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
11.4 We may also, in the future, offer new Services and/or features through the website (including the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms of Service.
- THIRD-PARTY LINKS
12.1 Certain content, products and Services available via our Service may include materials from third parties.
12.2 Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or Services of third-parties.
12.3 We are not liable for any harm or damages related to the purchase or use of goods, Services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
- USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
13.1 If, at our request, you send certain specific submissions (for example contest entries) or without a request from us, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
13.2 You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
13.3 We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
14.1 You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and Services delivered to you through the Service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
14.2 We do not guarantee, represent, or warrant that your use of our Service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable. We do not warrant that the quality of any products, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
14.3 Products and Services are subject to return or exchange only according to our Refund Policy.
14.4 You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you.
14.5 Granted Fundraising Consultants makes no warranty that the Website will be uninterrupted in its availability, timely, secure, or error-free. We do not guarantee that Client Material and Confidential Information will be 100% secure against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, despite Granted Fundraising Consultants taking appropriate technical and organizational measures intended to ensure such security.
14.6 No advice or information, whether oral or written, obtained by Client from Granted Fundraising Consultants shall operate to create any warranty not expressly stated in these Terms. To the maximum extent permitted by law, Granted Fundraising Consultants disclaims any and all implied warranties with respect to Services except as expressly set out in these Terms.
- CLIENT OBLIGATIONS
15.1 By agreeing to these Terms, Client agrees to provide current updated info and swears that they are in compliance with all applicable state and relevant laws and that they have full ownership of all intellectual property provided to Granted Fundraising Consultants. Client agrees to cooperate with Granted Fundraising Consultants in all matters.
15.2 If Granted Fundraising Consultants’ performance of its obligations under these Terms is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Granted Fundraising Consultants shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
15.3 The Client shall be liable to pay to Granted Fundraising Consultants, on demand, all reasonable costs, charges or losses sustained or incurred by Granted Fundraising Consultants (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person, and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under these Terms, subject to Granted Fundraising Consultants confirming such costs, charges, and losses to the Client in writing.
15.4 The Client warrants that it has the right to disclose the Confidential Information and the Client Material to Granted Fundraising Consultants and to authorize Granted Fundraising Consultants to use it for the purpose of providing the Services.
15.5 When the Client registers with the Website, the Client will be asked to choose login details for its account. The Client acknowledges and agrees that it is entirely responsible for safeguarding and maintaining the confidentiality of the username and password used to access its account. Client authorizes Granted Fundraising Consultants to assume that any person using the Website with Client's username and password is the Client or is authorized to act for the Client. Client agrees to notify Granted Fundraising Consultants immediately if it suspects or becomes aware of any unauthorized use of its account, or any unauthorized access to or misuse of its login details.
15.6 The Client agrees not to reproduce, duplicate, copy or re-sell the Services, the Website or any part of them.
16.1 To the fullest extent permitted under applicable law, Client agrees that for a period of 9 months immediately following the last date of Service provided by Granted Fundraising Consultants under these Terms, Client shall not without the prior written consent of Granted Fundraising Consultants directly or indirectly solicit any Granted Fundraising Consultants Employee or Freelancer to work for Client directly or indirectly in any engagement or business arrangement.
16.2 Granted Fundraising Consultants shall have absolute discretion as to whether or not to grant the consent referred to in clause 16.1 above, which may be subject to financial conditions including payment of sums equivalent to (by way of example only) those specified in clause 16.3.
16.3 Client agrees in the event of breach by it of clause 16.1 above, Client shall pay to Granted Fundraising Consultants a sum equal to 100% of the Charges payable to Granted Fundraising Consultants with respect to all Work fulfilled by Granted Fundraising Consultants using the Employee or Freelancer in question in the 12 months preceding the date of the most recent Work undertaken by Granted Fundraising Consultants using that Employee or Freelancer. The Client and Granted Fundraising Consultants confirm that these sums represent a genuine pre-estimate of Granted Fundraising Consultants’ loss for breach of clause 16.1.
17. CHARGES AND PAYMENT
17.1 The Client shall be solely responsible for the payment of the Charges.
17.2 On a recurring basis (monthly, quarterly, or annually as selected by Client) prior to Granted’s provision of Services,Client shall pay the total Charges due to Granted Fundraising Consultants by credit or debit card without deduction or set-off.
17.3 The parties agree that Granted Fundraising Consultants may review and increase its Charges at any time. Granted Fundraising Consultants shall give the Client written notice of any such increase in advance of the proposed date of that increase. If such increase is not acceptable to the Client, Client may, within 10 business days of the date of such notice, terminate the agreement constituted by these Terms by giving written notice to Granted Fundraising Consultants. Such termination shall take effect within 10 business days of receipt of written notice from Client.
17.4 In the event that payment is rejected or is for any reason (other than default or negligence of Granted Fundraising Consultants) not received in advance of the relevant Services being provided then, without prejudice to any other right or remedy that Granted Fundraising Consultants may have:
- the Client shall pay interest on the overdue amount at the rate of 4% per annum above the federal funds rate FED from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount; and
- Granted Fundraising Consultants may suspend all Services until payment has been made in full.
17.5 All amounts due under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
17.6 In the event that following reasonable efforts on Granted Fundraising Consultants' part to recover any sums owed to it under these Terms by the Client, Granted Fundraising Consultants may refer the matter to an accredited collections agency. Granted Fundraising Consultants shall be entitled to charge to Client any sums charged by such collection agency in respect of recovery of the outstanding sums.
18. ACCURACY OF BILLING AND ACCOUNT INFORMATION
18.1 We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
18.2 You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
- INTELLECTUAL PROPERTY RIGHTS
19.1 Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by Granted Fundraising Consultants in connection with the Services will be the exclusive property of Client. Upon request, after payment of the Fees applicable to such Work Product, Granted Fundraising Consultants will, within a reasonable period of time, execute all documents necessary to confirm or perfect the exclusive ownership of Client to the Work Product.
19.2 For the avoidance of doubt, any Confidential Information of Client and any Client Material shall remain in the ownership of Client.
19.3 The Client acknowledges that, where Granted Fundraising Consultants does not own any or all of any pre-existing materials comprised in any Work, the Client's use of rights in pre-existing materials is conditional on Client obtaining a written license (or sub-license) from the relevant licensor or licensors on such terms as will entitle Client to use the Work.
19.4 Subject to clause 19.3, Granted Fundraising Consultants licenses all such rights to the Client free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make use of the Work and the Services for its own internal business uses (including for the purposes of providing its goods and/or services to third parties). Under no circumstances shall Client be entitled to resell the Work to any third party without the prior written consent of Granted Fundraising Consultants.
20. CONFIDENTIALITY AND CONTRACTOR PROPERTY
20.1 Granted Fundraising Consultants (“Contractor”) shall keep the Confidential Information disclosed to it confidential and, except for the purposes of providing the Services (including disclosing it to Freelancers), or with the prior written consent of the Client, shall not:
- use or exploit the Confidential Information in any way;
- disclose or make available such Confidential Information in whole or in part to any third party; or
- copy, or otherwise record the Confidential Information.
20.2 The obligation in clause 20.1 shall not apply to any information which:
- is, or becomes, generally available to the public (other than as a result of disclosure by Granted Fundraising Consultants in breach of these Terms); or
- was available to Granted Fundraising Consultants on a non-confidential basis before disclosure by the Client; or
- was, is or becomes available to Granted Fundraising Consultants on a non-confidential basis from a person who, to Granted Fundraising Consultants’ knowledge, is not bound by a confidentiality agreement with the Client, or otherwise prohibited from disclosing the information to the Client; or
- was lawfully in the possession of Granted Fundraising Consultants before the information was disclosed to it by the Client; or
- the parties agree in writing is not confidential or may be disclosed; or
- is developed by or for Granted Fundraising Consultants, independently of the information disclosed by the Client; or
- is trivial, obvious or useless.
20.3 Granted Fundraising Consultants may disclose the Client's Confidential Information to members of its Group and to those of its Freelancers who need to know the Confidential Information for the purposes of providing the Service.
20.4 Granted Fundraising Consultants may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including any securities exchange) or by a court or other authority of competent jurisdiction. However, to the extent it is legally allowed to do so, it must give the Client as much notice of that disclosure as possible.
20.5 At the reasonable request of the Client, Granted Fundraising Consultants shall destroy or return the Confidential Information to the Client and any materials (whether in written or other recorded form) containing, or making use of the Confidential Information.
21. LIMITATION OF LIABILITY
In no case shall Granted Fundraising Consultants, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, Service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Service or any products procured using the Service, or for any other claim related in any way to your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law. Nothing in these Terms limits or excludes Granted Fundraising Consultants liability for death or personal injury caused by its negligence or fraud or fraudulent misrepresentation.
- DATA PROTECTION AND PRIVACY
23.1 In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due or an event or process of insolvency), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have ten (10) calendar days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
23.2 The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
23.3 If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
24. CONSEQUENCES OF TERMINATION
24.1 On termination of these Terms:
- the Client shall immediately pay to Granted Fundraising Consultants all outstanding unpaid invoices and interest. In respect to Services supplied but for which no invoice has been submitted, Granted Fundraising Consultant may submit an invoice, which shall be payable immediately on receipt;
- Client may, from one month from the date of such termination, cease to have access to any information with respect to products or Services purchased;
- the following clauses shall continue in force: clause 16 (Exclusivity), clause 19 (Intellectual Property Rights), clause 20 (Confidentiality and Contractor Property), clause 21 (Limitation of Liability), clause 24.1, and clause 30 (Governing Law and jurisdiction).
24.2 Termination or expiry of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
25. DATA PROCESSING TERMS
25.1 In this clause, Personal Data, Data Subject, Data Processor, and Data Controller shall bear the meanings ascribed to them in Data Protection Laws.
25.2 To the extent that Granted Fundraising Consultants shall process Client Personal Data as Data Processor of the Client, it shall do so in compliance with the obligations placed on it as Data Processor under Data Protection Laws.
25.3 The Client shall at all times comply with all Data Protection Laws in connection with the processing of Client Personal Data. The Client shall ensure all instructions given by it to Granted Fundraising Consultants with respect to Client Personal Data shall at all times be in accordance with Data Protection Laws. The Client shall indemnify and keep indemnified Granted Fundraising Consultants against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs arising out of or in connection with any breach by the Client of its obligations under this clause 28.3.
25.4 Granted Fundraising Consultants shall:
- only process the Client Personal Data in accordance with these Terms (and not otherwise unless alternative processing instructions are agreed between the parties in writing) except where otherwise required by applicable law (and shall inform the Client of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
- if Granted Fundraising Consultants believes that any instruction received by it from the Client is likely to infringe the Data Protection Laws, promptly inform the Client and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions that are not infringing.
25.6 Granted Fundraising Consultants shall inform the Client of any addition, replacement or other changes of third parties (including Freelancers) authorized by Granted Fundraising Consultants to have logical access to and process Client Personal Data in order to provide the Services (“Sub-processors”) and shall provide the Client with the opportunity to reasonably object to such changes on legitimate grounds. The Client acknowledges that these Sub-processors are essential to provide the Services and that objecting to the use of a Sub-processor will prevent Granted Fundraising Consultants from providing the Services to the Client. Granted Fundraising Consultants will enter into a written agreement with the Sub-processor imposing on the Sub-processor obligations comparable to those imposed on Granted Fundraising Consultants under this clause 25, including appropriate data security measures. In case the Sub-processor fails to fulfill its data protection obligations under such written agreement with Granted Fundraising Consultants, Granted Fundraising Consultants will remain liable towards the Client for the performance of the Sub-processor’s obligations under such agreement. The Client provides general written authorization to Granted Fundraising Consultants to engage Sub-processors as necessary to perform the Services.
25.7 Granted Fundraising Consultants, in accordance with Data Protection Laws, make available to the Client such information that is in its possession or control as is necessary to demonstrate Granted Fundraising Consultants’ compliance with the obligations placed on it under this clause 25 and to demonstrate compliance with the obligations on each party under Data Protection Laws, and allow for and contribute to audits, including inspections, by the Client for this purpose. Any information obtained by the Client as a result shall be treated as confidential.
25.8 Granted Fundraising Consultants shall notify the Client without undue delay and in writing on becoming aware of any security breach in respect of any Client Personal Data.
25.9 On the end of the provision of the Services relating to the processing of Client Personal Data, at the Client’s cost and the Client’s option, Granted Fundraising Consultants shall either return all of the Client Personal Data to the Client or securely dispose of the Client Personal Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Granted Fundraising Consultants to store such Client Personal Data.
25.10 This clause 25 shall survive termination or expiry of this Agreement.
25.11 The Client shall ensure that: Data subjects are provided with appropriate information regarding the processing of their Client Personal Data, including by means of offering a transparent and easily accessible public privacy notice.
25.12 Processing of the Client Personal Data by Granted Fundraising Consultants under these Terms shall be as set out below.
- Subject-matter of processing: Processing of Client Personal Data for the purposes of storage and onward transmission to Freelancers.
- Duration of Processing: For the duration of the provision of the Services.
- Nature and purpose of the processing: storing Client Personal Data contained in Client Material for the purposes of onward transmission to Freelancers who will undertake processing in respect to completion of Work.
- Type of Personal Data: Any personal data contained in Client Materials submitted direct to Granted Fundraising Consultants by the Client (not including Client Materials submitted direct to Freelancers).
- Categories of Data Subjects: Data subjects identified in personal data contained in Client Materials submitted directly to Granted Fundraising Consultants by the Client.
26. FORCE MAJEURE
26.1 Force Majeure Event means any circumstance not within a party's reasonable control including: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition or failing to grant a necessary license or consent; collapse of buildings, fire, explosion or accident; any labor or trade dispute, strikes, industrial action or lockouts; non-performance by suppliers, subcontractors and Freelancers; and interruption or failure of utility service.
26.2 Provided it has complied with clause 26.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under these Terms by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of these Terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
26.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
26.4 The Affected Party shall: (a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and (b) use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations.
26.5 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate these Terms by giving 1 week's written notice to the Affected Party.
You agree to indemnify, defend, and hold harmless Granted Fundraising Consultants and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, Service providers, subcontractors, suppliers, interns and employees from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
- ATTORNEY'S FEES TO PREVAILING PARTY
In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorneys’ fees and costs, both in the trial court and on appeal.
29.1 No failure or delay by a party to exercise any right or remedy provided under these Terms 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. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
29.2 These Terms of Service and any policies or operating rules posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and governs your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
29.3 Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
- GOVERNING LAW AND JURISDICTION
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Utah.
31.1 A reference to writing or written includes email and interaction through the Website. Any obligation on a party not to do something includes an obligation not to allow that thing to be done. References to clauses are to the clauses of these Terms.
31.2 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
33.1 If any provision or part-provision of these Terms is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable and, to the greatest extent possible, achieves the intended commercial result of the original provision. If such modification is not possible, the relevant provision or part-provision 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 these Terms.
33.2 In the event that any provision of these Terms of Service is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service. Such determination shall not affect the validity and enforceability of any other remaining provisions.
34.1 The agreement constituted under these Terms is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms.
34.2 No one other than a party to these Terms, their successors and permitted assignees, shall have any right to enforce any of its terms.
34.3 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.
34.4 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
- CONTACT INFORMATION
Questions or comments regarding the Website or these Terms of Service should be sent to us at [email protected].