Terms and Conditions

Introduction

The UNITY VALUES GROUP (“UVG”) and the CLIENT have agreed to enter into this Summary Services Agreement (“SSA”) as of _____, 2021 for the provision of services by UVG to the CLIENT.

Parties

1.1. The UNITY VALUES GROUP (“UVG”) is comprised of:

The Unity Values Foundation (“UVF”) having Registration number: 711160085 RR 0001, and
TUP3 Limited (“UNITY VALUES TRADING”) having Registration number 3299013.

1.2. __________________“CLIENT” as more fully described in Schedule 1 attached hereto and initialled by the parties for identification purposes.

Services & Scope

2.1. UVG shall provide to the CLIENT the services (the “Services”) as set out in Schedule 2 attached hereto in accordance with the terms of this SSA.

2.2. The CLIENT covenants to comply with its responsibilities and obligations as set out in Schedule 3 attached hereto in accordance with the terms of this SSA.

2.3. This SSA shall govern the overall relationship between the parties with respect to the carrying out of the Services.

2.4. Any changes to the Services must be mutually agreed upon by UVG and the CLIENT in writing and in accordance with a Change Order Form (form to be supplied by UVG). If the parties are unable to agree upon the changes to the Services, the Services will remain as initially agreed between the parties and as set out in this SSA. Any request for a Change Order will be processed as soon as reasonably possible.

Data Protection

3.1. The parties consent to the holding and processing both electronically and manually of the data collected for the purpose of the administration of the Services, which data shall be handled and stored in compliance with applicable procedures, laws and regulations.

3.2. For the purposes of this Section, the parties are to refer to and are bound by the provisions of the Protection of Personal Information Act 4 of 2013 and the Personal Information Protection and Electronic Documents Act (Canada), including any applicable statutory and other rules, regulations, instruments and provisions in force from time to time, including the rules, codes of conduct, guidance, practice requirements and accreditation terms of any regulatory authority to which either party is subject from time to time.

Confidential Information

4.1. For this purposes of this SSA, “Confidential Information” shall mean all information in any medium or format (whether marked "confidential" or not) which either party obtains or receives in the course of this SSA or the SLA and includes information relating to the business, trade secrets, customers, suppliers, products, processes, know-how, plans or intentions, product information, market opportunity, operations and/or affairs of the disclosing party or any affiliates, entities, or persons in its group;

4.2. Where a party (“Receiving Party”) has obtained Confidential Information of the other party (“Disclosing Party”), the Receiving Party shall keep the Confidential Information confidential; shall not disclose the Confidential Information to any other person (unless there is prior written consent); and shall not use the Disclosing Party’s Confidential Information for any other purpose other than in pursuance in exercising its rights and performing its obligations.

4.3. The Receiving Party shall hold the Disclosing Party’s Confidential Information in the strictest confidence and shall take all reasonable security measures for the safe keeping of the Confidential Information, exercising a reasonable degree of care.

4.4. The Receiving Party shall notify the Disclosing Party, as soon as reasonably practicable, of any unauthorised use, copying or disclosure of the Disclosing Party’s Confidential Information.

4.5. The provisions of this section 4 shall continue to apply without limit of time to each party, without any limitation upon the termination of the relationship between the parties, even if the Confidential Information is destroyed or returned.

4.6. The provisions of this section 4 shall not apply if the disclosed information was known or in possession of the Receiving Party; already part of the public domain, or a third party, with rights to disclose, made such disclosure to a recipient.

Term

5.1. This SSA shall commence on the date written on the first page of this SSA (“Effective Date”) and shall remain in force until terminated in accordance with the provisions of this SSA or until the execution of the SLA between UVG and the CLIENT.

5.2. Either party (“the injured party”) may terminate this SSA with immediate effect by giving written notice of termination to the other party (“the breaching party”) on or after the occurrence of any of the following events:

A material breach of a provision of this SSA by the breaching party, which is not remedied by the breaching party within 30 days of receipt of a written notice by the injured party;
The breaching party becoming insolvent, placed under business rescue proceedings, being unable to pay their debts when due or any voluntary arrangement or any analogous compromise or arrangement (whether formal or informal) with any of its creditors.

5.3. Either party may terminate this SSA on six (1) months written notice to the other party hereunder.

5.4. Upon expiration or termination of this SSA for any reason:

The CLIENT shall pay to UVG all amounts payable for Services in connection with the Services delivered and/or ready for delivery as at the date of termination,
each party shall return to the other party (or destroy and certify as destroyed, if requested by the other party), all property and Confidential Information belonging to the other party in its possession, custody or control; and
each party shall cease using the other party's Confidential Information.

Charges and Payment

6.1. For the Services to be performed hereunder, the CLIENT will pay to UVG the charges determined in accordance with the fees set out in Schedule 2 (the “Charges”).

6.2. Unity Values Trading shall invoice THE CLIENT for the Charges for the provision of Services. The CLIENT shall pay Unity Values Trading within 30 days of the invoice date or the date on which the invoice is received, whichever is the later.

6.3. The CLIENT shall not be entitled by reason of any set-off, counterclaim, abatement or other similar deduction to withhold payment of any amount due to Unity Values Trading.

6.4. The Charges are exclusive of any value added tax, including VAT, goods and services tax/harmonized sales tax (GST/HST) or any other applicable taxes, which shall be paid by the CLIENT in the amount and manner prescribed by law and each party shall be responsible for its own income taxes and corporate taxes.

Limitations of Liability

7.1. Nothing in this SSA excludes or limits either party's liability in respect of (i) any death or personal injury caused by the negligence of a party or its representatives; (ii) any fraudulent misrepresentation or other fraud; (iii) any breach of section 4; or (iv) any other liability which by law cannot be excluded or limited.

7.2. Neither party shall be liable to the other party for any (i) special, indirect, consequential or incidental losses or punitive or exemplary damages; (ii) direct or indirect loss of profits, loss of contracts, loss of business, loss of anticipated revenue or savings, or loss of opportunity; (iii) and/or loss of or damage to data; whether arising from negligence, breach of contract or otherwise under or in connection with this SSA.

7.3. Subject to Clause 7.1, the total aggregate liability of each party to the other party for any claims arising out of or in connection the Services (whether such liability arises under any statute or in contract, delict or otherwise) shall be limited to the Charges paid or payable by the CLIENT to Unity Values Trading for Services during the 12 month period preceding the date on which the liable party first receives written notification from the other party of such liability.

Form of Agreement

8.1. This SSA shall constitute the legally binding services agreement between the parties.

Dispute Resolution

9.1. If any dispute or difference of any kind whatsoever (“Dispute”) arises between the parties in connection with or the performance of this SSA, either arty may serve on the other a notice outlining the details of the dispute (“Notice of Dispute”). The parties shall attempt to settle such Dispute amicably, in the first instance, and within 14 days of the service of the Notice of Dispute. If the Dispute cannot be settled within such 14-day period, or such longer period as the parties may agree in writing, the Dispute may be referred to mediation shall be mediated pursuant to the National Mediation Rules of the ADR Institute of Canada, Inc. The place of mediation shall be Halifax, Nova Scotia.

9.2. Neither party may commence any court proceedings in relation to any Dispute arising out of this SSA until it has attempted to settle the Dispute through all the applicable dispute resolution procedures, save that a party may commence proceedings for the purposes of obtaining interim relief, or to avoid the right to issue proceedings being prejudiced by a delay.

9.3. The performance of the respective parties' obligations under this SSA shall not cease or be delayed by this dispute resolution procedure or the initiation of mediation.

9.4. The existence of a Dispute and all negotiations connected with that Dispute shall at all times be and remain confidential.

9.5. This Section 9 is without prejudice to either party's right to seek interim relief against the other party (such as an injunction) through the courts to protect its rights and interests, or to enforce the obligations of the other party.

Notices

10.1. Any notice given under or in connection with this SSA by one party to the other party must be in writing (shall include communications in electronic form), given in English and must be either: (i) delivered personally; (ii) sent by recorded delivery registered mail, prepaid express courier service, service fee prepaid; or (iii) by email to the address or email address (as applicable) of the party as the recipient may designate in writing from time to time.

General

11.1. During the term of this SSA and for a period of two years thereafter neither party shall actively solicit an employee of the other party. Should this provision be breached, the other party, in addition to any other legal remedies available, shall be entitled to recover from the breaching party the costs of recruiting and training a replacement of the solicited employee.

11.2. UVG shall not (without prior written consent) be entitled to assign, novate, or transfer any of its rights and/or obligations under this SSA.

11.3. Variation or consensual cancellation to this SSA must be reduced to writing and signed by the authorised representative of each Party.

11.4. No failure or delay by either Party in enforcing its respective rights will prejudice or restrict the rights of that Party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.

11.5. If any provision of this SSA is found by any court or other competent authority to be illegal, invalid or unenforceable in whole or in part, the continuation in force and effect of the remainder of this SSA will not be prejudiced, but such provision will be deemed modified to the extent necessary in the court’s or the competent authority's opinion to render such term or provision enforceable.

11.6. This SSA and any claim or dispute arising out of or in connection with any of them or their subject matter or formation (including non-contractual claims or disputes) shall be governed by, and construed in accordance with, the laws of the Nova Scotia, Canada.

11.7. The relationship between UVG and the CLIENT is that of supplier and purchaser. UVG shall be responsible and liable for the acts and omissions of its employees and any sub-contractors appointed. Nothing in this SSA shall be construed as creating a partnership or joint venture of any kind between the Parties.

11.8. This SSA, together with any documents referred to in it or made under it, contains the entire agreement between the Parties relating to the subject matter. No oral explanation or oral information given by any Party shall alter the interpretation of this SSA.

11.9. The parties confirm that, in entering into this SSA, none of them have relied on and shall have no remedy in respect of any statement, representation or warranty that is not set out in this SSA and agree that the only remedy available to the respective parties shall be for breach of contract.

11.10. This SSA may be executed in counterparts.

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Services
1. The UVG will provide THE CLIENT with a bespoke campaigning tool to engage the CLIENTS network towards the goal of increasing the clients monthly donations;
2. The UVG will provide The CLIENT with fundraising technology and support build campaigns focussed toward business donors as well as individual donors;
3. The UVG will provide The CLIENT coaching to maximize the impact of each program;
4. The UVG will provide tax receipts to each donor from the client which adhere to the rules set out by the Canada Revenue Agency;
5. The UVG will send online donations to the CLIENT their existing “Stripe”, “Paypal” or other payment provider account;
6. The UVG will include all online campaigns run on the CLIENTS behalf on its websites and marketing efforts;
7. As noted in the CHARGES section above the UVG with provide the CLIENT with an in person KIOSK and kiosk donation platform.
8. The UVG will provide email receipts to all donors,
9. The UVG will provide the client with a central back end management and donor communication system to review all tax receipts and donor information as well as provide donor updates and social media posts.
10. Maintaining all records pertaining to UFV’s, CLIENT, CLIENT’s customers and all charitable institutions (including records and certificates);
11. Uploading all documents to ensure compliance with all statutory requirements, including data requirements.
12. Ensure that the parties within the UVG remain compliant with statutory registration; audit and verification processes (including details); maintenance and storage of all records; and reports on donations made and received.
13. Ensure maintenance of the verification of documents; social presence and statistics of the donations for the Charities. Ensure maintenance of all receipts, certificates, recordals of amounts, invoices and overall access to the system that generates the reports and invoices for THE CLIENT is in order and regular and acceptable donation parameters are maintained.
14. It shall undertake annual verification audits of all approved Charities of the NPC’s and administer an automated email system (on the Corporate’s letterhead) which deals with the donations from consumers, and which email shall record a show of gratitude for the client’s business; invite the consumer to select a specified charity for donation; provide an option for the consumer to suggest a new charity; and provide the consumer the option to share the donation on social media.
15. Unity Values Trading will maintain the IT system and Services used by THE CLIENT and will ensure good communication with THE CLIENT at all times. It will ensure that the relevant software, equipment, and services are maintained, support request responses, support escalation procedures and ensure that resolution of issues are maintained within a reasonable time. For support details see Schedule 4.

SCHEDULE 3

CLIENT Responsibilities

THE CLIENT will use the Unity Values Trading-provided IT system as intended The client’s responsibilities further include:
1. Work with the UVG to build an optimal program communication schedule;
2. Provide, applicable artwork, copy edits and approvals for agreed programs;
THE CLIENT will notify UVG of all issues or problems in a timely manner.
THE CLIENT will maintain good communication with Unity Values Trading at all times.
THE CLIENT agrees that it shall make payment of Invoices upon presentation thereof as specified in 6.2. The Invoice will take into consideration all Services agreed in writing between the parties performed prior to invoicing.

Schedule 4 Maintenance and Support

“Support Services”

● Web accessible training videos for staff
● Mobile application tutorial
● Email, online-chat and phone support at regular business hours for software issues
● Email support at regular business hours for all mobile customers’ application related questions and issues