Software-as-a-Service Terms and Conditions

SaaS Terms and Conditions

General Terms and Conditions of Business (hereafter “GTC”) for Software-as-a-Service deliverables by RaiseNow AG version last updated 12.22

 

1. Scope and subject matter of the Contract

These Terms and Conditions ("GTC") apply to the use of the IT and on and offline fundraising infrastructure available for purchase through www.raisenow.com and to any affiliated websites, digital services, browser plugins or applications on which a link to these GTC appears, as well as to the underlying software (together the "Services") operated by RaiseNow AG, a company incorporated under Swiss law ("RaiseNow").

The Services enable you ("Customer") to collect donations and payments from third parties ("Donors and Payers") using the interactive IT and fundraising infrastructure and to process these automatically in third-party systems. By registering on the website, the Customer accepts these GTC.

If an individual contract for the provision of the software solution and the related Services ("Individual Contract") has also been concluded between RaiseNow and the Customer, the contractual relationship between RaiseNow and the Customer shall come into existence upon signature of this Individual Contract. By signing the Individual Contract, the Customer expressly acknowledges these GTC. In the event of contradictions between the Individual Contract and these GTC, the Individual Contract shall take precedence.

If Customer does not agree to these GTC, the Customer will not be able to access the Services. These GTC incorporate by reference RaiseNow's privacy policy ("Privacy Policy") here and the Data Processing Agreement here. RaiseNow reserves the right to change these GTC at any time by notifying the Customer via his/her registered email address.

 

2. Services

The Services include the reliable and secure operation of the technical infrastructure, the installation and maintenance of the software, the operation of a backup system as well as the measures required to maintain operational efficiency.

RaiseNow provides the Customer with numerous service options. These are described in more detail at www.raisenow.com. RaiseNow may, at its sole discretion, add new features to the Services at any time and may change or delete such features.

In order to make their donations or payments, donors and payers may use the approved payment methods indicated in the Service.

Apart from the Services expressly described in the Individual Contract, RaiseNow is not obliged to provide support, maintenance, development or other similar services.

 

3. Software

The software shall be made available to the Customer in its current version. RaiseNow will update the software to new versions at its own discretion.

RaiseNow and the Customer may agree on customer-specific features of the software. Such features will be described in separate Individual Contracts. Customer will take all reasonable steps to assist RaiseNow in making the agreed customization.

Upon completion of the agreed customization, RaiseNow will provide access to the customized software. Customer is responsible for inspecting each customization immediately upon receipt of access and reporting any defects to RaiseNow.
If the Customer does not report any defects in the customized software within 10 working days of receipt of full access, the customization shall be deemed to have been approved. The notification of defects must be made in writing and describe the defects.

 

4. Responsibilities of the Customer

In order to access and use the Services, a Customer account must be opened on the website ("RaiseNow Account").

By completing the registration process for a particular Service option or by entering into the Individual Contract, the Customer agrees to subscribe to the selected Service subject to these GTC ("Subscription"). Customer agrees to provide RaiseNow with accurate and complete registration information and to notify RaiseNow immediately in the event of any changes to such information.

The Customer is solely responsible for the security and proper use of any user IDs, passwords or other security devices used in connection with the Services and agrees to take all reasonable steps to ensure that they are kept confidential and secure, are used properly and are not disclosed to or used by any other person or entity.

Customer agrees to notify RaiseNow immediately if there is any reason to believe that a user ID, password or other security feature issued by RaiseNow is or may become known to anyone not authorized to use it, or is or may be used in an unauthorized manner. RaiseNow reserves the right to require Customer to change its password in connection with the Services and Customer must comply with such request promptly.

Customer is solely responsible for all activities in connection with accessing the Services through the RaiseNow Account or using Customer's password and for the security of Customer's computer systems. In no event shall RaiseNow be liable for any loss or damage in connection with such activities.

The Customer shall not circumvent or attempt to circumvent the software's security measures and shall not use the Services in any unlawful or fraudulent manner or for any unlawful or fraudulent purpose or effect.

The Customer acknowledges that failure to comply with his/her obligation to cooperate may result in disruption of the Services and does not entitle the Customer to any refund or right of termination.

 

5. Intellectual Property and Licence

All RaiseNow Services, trademarks, trade names, logos, domain names and content, and all other RaiseNow brand features are the sole property of RaiseNow.

Unless expressly stated in the current Service description on the website or in the Individual Contract, the Customer may not make the Services, including the software, available to third parties or use them on behalf of third parties without the prior written consent of RaiseNow.

The software may not be modified, decompiled or reverse engineered except as permitted by mandatory law or necessary to integrate the operation of the software with the operation of other software or systems permitted under the Individual Contract.

RaiseNow may take all reasonable measures to prevent or terminate any unauthorized use by third parties.

The Customer retains all intellectual property rights in the information provided to RaiseNow.

Subject to Customer's compliance with these GTC and payment of all applicable fees, RaiseNow grants Customer a revocable, non-exclusive, non-transferable and non-sublicensable right to use the Services, including the software, for its internal business purposes during the term.

The licence begins with the acceptance of the software and expires with the termination of the Individual Contract.

 

6. Fees and Payment

The provision of the Services to the Customer is subject to payment of the fees agreed with the Customer, which are non-cancellable and non-refundable.

The amount of the fees for the agreed Services is regulated separately. It usually consists of transaction fees or recurring fees. Transaction fees are either deducted directly from the payout or invoiced monthly after use. Recurring fees are usually charged periodically in advance. Recurring fees may be adjusted upon prior notice. They are due within 20 days. Additionally, agreed Services are billed separately and invoiced after the conclusion of the contract.

All fees stated are exclusive of any sales, value added or similar taxes, unless expressly stated otherwise. Any right of set-off, retention, deduction, counterclaim or withholding of payments due to RaiseNow under this Agreement is hereby expressly excluded.

RaiseNow reserves the right to adjust the fees during the term of the contract in proportion to changes in the Swiss Consumer Price Index (contracts in CHF), the German Consumer Price Index (contracts in EUR), or the Consumer Price Index for All Urban Consumers (CPI-U) (contracts in USD). RaiseNow will inform customers of such adjustments in writing in advance, at least 30 days before the end of a given month. All rates of change are to be rounded to one decimal place.

 

7. Warranty and Liability

The Services, together with all content, data, recommendations, information and materials contained therein, are provided "as is" and "as available" without warranty or representation of any kind. Except for the level of service expressly warranted in the Individual Contract, RaiseNow, its licensors and suppliers do not warrant that the operation of the Services will meet Customer's requirements or will be uninterrupted or error-free.

The Customer agrees that the use of the Services is at his/her own risk.

The transactions of the donations and payments are carried out by external payment providers for which RaiseNow assumes no liability.

The limitations in this section do not apply to loss or damage caused by willful misconduct or gross negligence, or to the extent prohibited by applicable law, or to bodily injury or damage to physical property.

For direct damages, RaiseNow's liability is limited to the amount of fees paid for the provision of the Services in the 12 months prior to the occurrence of the harmful event.

Customer may not assert or bring any claim or proceeding with respect to the Services or otherwise under these GTC against any auxiliary person, member, shareholder, director, officer, partner, principal or employee of RaiseNow. Claims and proceedings may only be made or brought against RaiseNow.

Neither party shall be liable for any breach of these GTC (other than payment obligations) due to circumstances beyond its control (force majeure).

Customer shall indemnify and hold RaiseNow harmless from and against any and all claims, liabilities, losses, costs, penalties and damages, including reasonable attorneys' fees, arising out of Customer's breach of Customer's obligations.

 
8. Duration & Termination

These GTC come into force on the day of approval of these GTC and are valid until the Customer cancels his/her Subscription or until they are canceled by RaiseNow. If an Individual Contract has been concluded, the signing of the Individual Contract constitutes the beginning of the contractual relationship. Either party may give 30 days' written notice of termination at the end of the Service period.

To ensure uninterrupted provision of the Services, all Subscriptions to the Services will be automatically renewed. The Customer hereby authorises RaiseNow to bill the Subscription fees for the renewal period via the payment method on file. All Subscriptions will be renewed at the pricing plans and fees in effect at the time the current Subscription term ends.

Upgrades to higher Service options are possible at any time, downgrades of Services can only be carried out at the end of the cancellation period. If the Customer chooses an upgrade during an ongoing Subscription, the surcharge must be paid proportionately in advance.

If the Customer cancels after the Subscription renewal date, he/she will not receive a refund for any amounts already charged. Cancellation will take effect at the end of the Customer's current Service Period, subject to applicable law, and the Customer will be able to use the Services until the cancellation takes effect.

Either party may terminate for cause at any time if the other party materially breaches these GTC.

RaiseNow may suspend access to all or part of the Services or Customer's RaiseNow Account if RaiseNow reasonably determines that there is or may be illegal or unlawful activity, fraudulent use or attempted fraudulent activity by Customer. In the event of a suspension, the Customer will remain responsible for all costs and charges incurred during the suspension period.

 

9. Confidentiality & Data Protection

RaiseNow will take all reasonable steps to keep all Customer's confidential information strictly confidential and will not use or disclose Customer's confidential information except as directed or as necessary for the operation of the Services.

The Customer represents and warrants that he/she is authorized and has given all notices required to submit the information uploaded to the Website to RaiseNow.

RaiseNow will process any personal data provided by the Customer as necessary for the Customer's purposes and in accordance with RaiseNow's Privacy Policy.

 
10. Miscellaneous

Amendments: All amendments and additions to the GTC or Individual Contract must be made in writing (also in electronic form).

Notices: Notices under this Agreement shall be given in writing to the last notified or available address. "In writing" means, unless otherwise expressly stated, also by email.

Severability clause: If any provision of these GTC (in whole or in part) is unlawful, void or otherwise unenforceable, the remaining provisions shall remain in full force and effect mutatis mutandis.

No assignment: Neither party may assign its rights, obligations or claims under the contract.

Applicable law and place of jurisdiction: These GTC and the contractual relationship between RaiseNow and the Customer are subject to Swiss law with the exclusion of its conflict of law provisions and the CISG. The parties agree that the exclusive place of jurisdiction shall be Zurich, Switzerland.

Zurich, December 2022 (replaces all previous versions)