General terms and conditions
1. Defintions
Unless otherwise stated, the following definitions shall apply across all documents included within the Contractual Documentation and shall have the meanings set out below:
Action(s)
Any activity that can be undertaken through the Platform such as donations - in time, money or in kind. -, actions to offset its carbon footprint, respond to surveys, undertake fundraising, launch challenges, lead workshops, etc.
Benevity regularly expands and modifies the Services that can be undertaken through the Platform. The Benefits that can be offered through the Platform are listed on the Platform and are accessible (to the extent decided by the Employer for the Employees in the SaaS Agreement) through it.
Beneficiary(ies)
Any individual or organization, for-profit or not-for-profit, admitted to the Platform by Benevity or an Employer and in favor of which Companies and Employees may offer Benefits.
Benefit(s)
Any Action undertaken in favor of a Beneficiary.
Benefit(s)
Any Action undertaken in favor of a Beneficiary.
Benevity, Inc.
Benevity’s parent company Benevity, Inc.
Benevity or Benevity or us
Means Benevity SA (CHE-420.775.974) headquartered at Quai de l’Ile 13, 1204 Geneva, Switzerland
Benevity Disbursement Solution
The payment solution widget on the Platform owned and operated by Benevity, Inc. which allows Employees to make tax effective financial donations to selected Beneficiaries through Foundations.
Client(s) or employer(s)
Any legal entity or organization under private or public law User that uses Benevity's Services and makes the Platform available to its Employee.
Contract
The user agreement that is entered into between us and you upon your acceptance of the GTCs.
Contractual Documentation
The documents listed in clause 3.1 all form part of the Contractual Documentation and shall apply as relevant to the User, Client or Beneficiary as the case may be.
Employee(s)
Any User employed in any form whatsoever by a Client of Benevity and authorized both by Benevity and their Employer to use the Platform. Students of schools, unless specified otherwise, shall be considered as Employees under the Contractual Documentation.
GTCs or General Terms and Conditions
These general terms and conditions, as the case may be, in the version as modified by Benevity.
Platform
The secure pages of the Site, accessible only to registered Users via the following link: www.alaya.world and allowing in particular interactions between Beneficiaries and Employees so that the latter can offer Benefits or undertake Actions.
SaaS Agreement
The license agreement entered into by Clients and Benevity provisioning Platform usage rights for their Employees.
Service(s)
The services offered by Benevity as described in Sections 2.1 and 2.2.
Site
The website at www.alayagood.com and any other domains pointing to this address.
User or you
Anyone using the Platform or any other media powered by Benevity.
2. The services
2.1. Benevity's ambition is to make the world a better place by enabling Businesses and Employees to undertake Benefits in favor of Beneficiaries or other Actions through the Platform.
2.2. In particular, Benevity enables interactions between Employees of an Enterprise and the Beneficiaries through its Platform, as well as the possibility for Employees to undertake various Actions.
2.3. Only registered Users can propose, search and undertake Benefits or Actions through the Platform.
2.4. The GTCs apply to all Services offered by Benevity. Special provisions may apply to certain Services offered by Benevity and are subject to special contracts with the Companies or Beneficiaries.
3. The contract
3.1. By using the Platform and Services offered by Benevity you agree to be bound by the following Contractual Documentation as relevant to your User profile (i.e Client, Employee, Beneficiary or other user type):
- The present General Terms and Conditions;
- Our Privacy Policy;
- Our Cookie Management Policy;
- Special provisions, including:
(i) the SaaS Agreement (accessible and applicable only to Clients);
(ii) the conditions applicable to the admission of the Beneficiaries (applicable only to the Beneficiaries) ;
(iii) the conditions applicable to the use of the Platform (applicable to all Users); and
(iv) any provisions applicable to certain Services (applicable to all Users).
3.2. The terms and conditions, privacy policy, cookie management policy and special provisions applicable to certain services offered by Benevity are an integral part of the Agreement between you and Benevity.
3.3. In providing Benefits, you accept, in addition to the Contractual Documentation described in art. 3.1, any special conditions set by the Beneficiaries as specified in the conditions applicable to the use of the Platform and provisions applicable to certain Services.
4. Using the platform - in general
4.1. the Site is accessible to any User, registered or not.
4.2. The Platform is only accessible to registered Users.
4.3. The data that you transmit to us, or that is transmitted to us, when registering for and using our Services is managed in accordance with our Privacy Policy.
4.4. You must be capable of discernment for registering and using the Services dedicated to registered Users offered by Benevity, including the provision of Benefits unless otherwise agreed to by Benevity and its Clients. We refer you to the terms and conditions set forth in our Privacy Policy for further details.
4.5. It is your responsibility to provide current, accurate and complete information when registering and using the Platform. In accordance with our Privacy Policy, you may correct inaccurate information/data concerning you at any time.
4.6. There is no right to create and maintain a profile on the Platform and/or to participate in it, and we are free to refuse or exclude a User at any time, without giving any reason.
4.7. The Platform requires the use of cookies. These are managed in accordance with our Cookie Management Policy.
5. Use of the platform - illegal, inaccurate or inappropriate content
5.1. Benevity does not systematically monitor the content posted on the Platform, nor is it obligated to do so. Each User is solely responsible for the content posted on the Platform. When Benevity publishes information on the Platform in the name and on behalf of a User (including the Beneficiaries), it is the User's responsibility to verify that the information posted on the Platform complies with the information provided to Benevity.
5.2. Users undertake not to post illegal content on the Platform, such as racist, pornographic, violent or defamatory content, content violating the rights of third parties, etc. Benevity reserves the right to delete any content on the Platform that it deems to be illegal or infringing on its rights or the rights of third parties and to exclude, temporarily or permanently, any User who has posted such content on the Platform, without prior notice.
5.3. Users further agree not to post inaccurate, misleading, obscene, derogatory, offensive or otherwise inappropriate content on the Platform. Benevity also reserves the right to delete without notice any content that, in Benevity's reasonable opinion, falls into any of these categories. The User who has posted such content may be temporarily or permanently excluded from the Platform without notice.
5.4. A complaint form is available to Users and any third party, on the Site and the Platform, to draw Benevity's attention to such content. In the absence of such a form, Users may draw Benevity's attention to such content through the general contact form.
6. Warranty
6.1. Benevity makes all reasonable efforts to ensure that the information on the Platform (and the social networks it uses) is accurate. However, Benevity assumes no liability in this regard.
6.2. The contents of the Platform do not constitute advice, recommendations, warranties, or authorizations from Benevity. They are not intended to be used as a basis for making (or not making) any decision and/or for any use whatsoever. Any User who makes a decision on the basis of, or otherwise uses, the contents of the Platform does so at his or her own risk. Benevity expressly excludes all warranties, including in particular any warranty of fitness for a certain purpose and non-infringement of rights.
7. Responsibility
7.1. In general. Subject to mandatory exceptions provided by law, Benevity's liability is excluded for all of its Services and for any content placed by Benevity, or its Users, on the Platform.
7.2. Content posted by Users/links. It is reminded that Benevity is not obliged to verify the contents and links posted on the Platform by Users and is therefore not responsible for the contents and links contained therein, nor for the consequences of recording erroneous or inaccurate data. Benevity expressly excludes liability for the legality, accuracy, truthfulness, quality, timeliness, completeness and/or reliability of the content posted on the Platform and the content of external sites to which links posted on the Platform may point and for the consequences of the recording of inaccurate or incorrect data on the Platform.
7.3. Technical problems. Subject to express commitments to the contrary, Benevity declines all responsibility for temporary unavailability and/or malfunctioning of the Site or Platform, whatever the cause.
8. Compensation
8.1. Each User agrees to indemnify Benevity, its subsidiaries, affiliates, employees, directors, officers, consultants, representatives, successors or assignees (for the purposes of this section only, "Benevity Affiliates") for any damages suffered by Benevity or Benevity Affiliates in connection with claims by third parties (including other Users) arising out of such User's acts or omissions on the Platform, including but not limited to infringement of third party intellectual property rights or any other violation of third party rights. The indemnification will also cover legal, trial, procedural, expert, negotiation, consulting and any other costs and expenses incurred by Benevity and Benevity Affiliates for the defense.
8.2. Benevity will promptly notify the applicable User in writing of any claim made by a third party against Benevity or Benevity Affiliates. The Affected User (i) agrees to assist Benevity or Benevity's Affiliates in any legal or other proceedings brought by the allegedly aggrieved third parties; (ii) agrees to provide Benevity or Benevity Affiliates with all information necessary to defend Benevity or Benevity Affiliates, (iii) grants Benevity or Benevity Affiliates the exclusive authority to conduct such defense and/or to appoint a representative of its choice to do so, and (iv) grants Benevity and Benevity Affiliates, and where applicable their representative, the exclusive authority to enter into a settlement agreement, after prior consultation with the applicable User.
9. Intellectual property
9.1. The Site and the Platform, including their interfaces and codes, are the exclusive property of Benevity and may not be reproduced or otherwise used by Users, except in the context of normal use of the Platform.
9.2. Unless otherwise specified, Benevity authorizes Users to reproduce and distribute the contents of the Site and the Platforms created by Benevity (e.g., editorial articles), provided they expressly acknowledge Benevity as the source of the content in question.
9.3. The User guarantees that he or she has all the necessary rights to post and make public his or her content on the Platform. Insofar as certain content may benefit from legal protection, in particular by copyright or other intellectual property rights, the User grants Benevity, free of charge, an unlimited right to reproduce and disseminate such content to the extent necessary for the operation of the Platform and authorizes other Users to make such content public in the same manner as set forth in art. 9.2.
9.4. The User authorizes Benevity to use, free of charge and on an unlimited basis, the logos, images, corporate names, trademarks and other information posted by the User on the Platform, to promote its Services on the Site and any other media (including social networks) used by Benevity.
10. Miscellaneous
10.1. Inserts and pictograms. For ease of understanding, particularly on the sales pages, Benevity may provide information that incorporates all or part of the Contractual Documentation through inserts or a pictogram system. These inserts and/or pictograms are for information purposes only: only the Contractual Documentation and the Sellers' terms and conditions of sale are authentic.
10.2. Interruption of the Site, the Platform and all or part of the Services. Benevity reserves the right to discontinue the operation of all or part of the Site, and/or the Platform, the offering of certain Services, or part thereof, at any time, permanently or temporarily, without notice.
10.3. Force majeure. Neither the non-performance nor the late performance of its obligations by either party will constitute a default by that party with respect to its contractual obligations, to the extent that the delay or non-performance results from a situation of force majeure (e.g., natural disasters, war, riots, civil unrest, fire, epidemic, pandemic) or other circumstances beyond that party's reasonable control such as technical problems that cannot be attributed to Benevity. Computer viruses and hacker attacks against computer systems are considered force majeure, provided reasonable security measures have been taken.
10.4. Assignment. The rights and/or obligations of the User resulting from the Agreement cannot be transferred to another person. The User expressly authorizes Benevity to assign its rights and to subcontract any obligations resulting from the Contractual Documentation.
10.5. Partial nullity. In the event that any provision of the Contract Documentation or any part thereof is or becomes invalid or unenforceable, then neither the validity or enforceability of the remaining provisions or the remaining part of the provision shall be affected or impaired. The User agrees, where appropriate, to replace the invalid or unenforceable provision or part thereof with a valid or enforceable provision that comes as close as possible to the original provision and which, to the extent possible, will achieve the same economic and legal result.
10.6. Entire agreement. Unless a separate agreement provides otherwise, the Contractual Documentation, as described in Section 3.1, contains the entire agreement between you and Benevity with respect to the subject matter of these GTCs and supersedes any and all agreements or understandings regarding the subject matter of these GTCs that may have been entered into between you and Benevity prior to the effective date of these GTCs.
10.7. No waiver. No waiver by Benevity of any of the provisions of the Contractual Documentation (Section 3.1) shall be deemed a waiver of the right to rely on or be entitled to rely on any prior or subsequent breach of the Contract whether the breach is of a similar or different nature.
10.8. Languages. The Contractual Documentation is written in French and English. In case of discrepancy between the versions, the English version shall prevail.
11. Applicable law/place of jurisdiction
11.1. The Agreement, and all Contract Documentation, is subject to the following conditions Swiss law, excluding its conflict of law rules.
11.2. Any dispute arising out of or in connection with these terms and conditions or any other document in the Contractual Documentation shall be subject to the exclusive jurisdiction of the courts of Geneva, Switzerland.
12. Entry into force/duration/amendments to the GTCs
12.1. The Contract and the entire Contractual Documentation comes into force for a given User as soon as the User accepts the GTCs, it being specified that any use of the Platform constitutes tacit acceptance. The Contract shall remain in force as long as the User uses the Platform.
12.2. Benevity reserves the right to modify the GTCs at any time. Benevity will publish the modified version on the Site and Platform and will notify Users of the new GTCs by email, pop-up window, or other method of its choice. In the event that the User does not agree with the modifications, the User may terminate the Contract by ceasing all use of the Platform with immediate effect. If the User continues to use the Site or the Platform, the latest version of the GTCs shall be deemed accepted by the User.