Flatten the curve is an initiative in which participants undertake to engage in a number of activities to raise funds for their selected charity from Pledges made by Donors.
- The Fundraising Charity shall mean a non-profit or public benefit organisation registered in the Republic of South Africa
- The Donor shall mean any natural person or a legal entity with its Head Office registered in the Republic of South Africa that wishes to pledge their support for one or more a participant.
- C.O.N.E.C.K.T shall mean C.O.N.E.C.K.T (Pty) Limited a company registered and existing under the laws of the Republic of South Africa, having its principal place of business at 13 Celia Ave Northcliff.
- The Fundraising Project shall mean Flatten the Curve, an initiative in which participants undertake to engage in a number of activities to raise funds for their selected charity from pledges made by donors.
- The Participant shall mean any natural person who participates in the Project by setting a goal and securing financial contributions from Donors.
- The Pledge shall mean a financial contribution to be paid to the Service Provider, who acts on behalf of the Fundraising Charity, on successful completion by the Participant,
C.O.N.E.C.K.T and the Charity have identified a fund-raising opportunity, called Flatten the Curve, for the Charity to raise funds as part of their normal course of business.
C.O.N.E.C.K.T has offered to provide its services, including but not limited to staff, training charities and technology solutions to facilitate the project on behalf of the Charity.
C.O.N.E.C.K.T has created a fundraising opportunity that assists with motivation for weight loss/fitness while at the same time raising funds for charity. C.O.N.E.C.K.T will facilitate the process of raising money for the respective charity using our technology platforms.
- The Charity is a non-profit organisation formed and operated for charitable purposes, including but not limited to provide support and raise funds for those in need.
- C.O.N.E.C.K.T is a social enterprise company that operates for a profit and is involved, inter alia, in the business of facilitating fundraising events for charitable purposes.
- Subject to the terms of this MOU, the Charity desires to engage the services of C.O.N.E.C.K.T and C.O.N.E.C.K.T desires to engage in fundraising activities on behalf of the Charity.
The Parties are entering into this MOU to give effect to the foregoing and agree on the following:
- C.O.N.E.C.K.T cannot guarantee that a Participant will select the Charity as their charity of choice.
- C.O.N.E.C.K.T cannot guarantee that the Participant will reach their target weight.
- C.O.N.E.C.K.T cannot guarantee that the Donors will transfer the money to C.O.N.E.C.K.T.
- Only those obligations which by their nature or which are expressly obligatory on the Parties in terms of this MOU shall be legally binding; and
- The Parties wish to record certain preliminary issues in terms of this MOU.
DESCRIPTION OF THE FUNDRAISING METHODS
- C.O.N.E.C.K.T together with the charities will post the challenge on their various platforms to encourage participation.
- The participants enter the challenge of their own free will and decide on a weekly goal of their choice.
- The participants together with the charity and service provider should identify and encourage possible donors in support of the participants
- The charity will be expected to send messages of motivation and support to the participants using Facebook messenger or Whatsapp. C.O.N.E.C.K.T will be available for support and assistance.
- The participants notify C.O.N.E.C.K.T of their success.
- The participants will continue to attempt to reach their weekly goal
- If the participants are successful, their supporters/donors/pledgers will be notified.
- The supporters, who have registered on the platform, will be sent a link to make payment to CONECKT’s account.
- C.O.N.E.C.K.T will charge 10% for the service provided and send the remaining 90% to the charity
OBLIGATIONS OF THE PARTIES
- In connection with the Project on behalf of the Charity, C.O.N.E.C.K.T shall have the right to use the Charity’s good name and goodwill.
- The Charity shall cooperate with C.O.N.E.C.K.T for the purpose of raising donations
- The first Fundraising Project, event, or service under this contract shall occur on 1st June 2020 and end 1st September 2020
- The schedule of fundraising activities may be changed by mutual agreement.
CONTROL OF THE FUNDS
Each contribution in the control or custody of C.O.N.E.C.K.T shall within ten working days of its receipt be deposited into the bank account that is in the name of the Charity and over which the Charity has sole control over withdrawals. It is the responsibility of the Charity to supply C.O.N.E.C.K.T with the bank details on a bank letterhead.
COMPENSATION OF C.O.N.E.C.K.T
- C.O.N.E.C.K.T shall be entitled to a fixed fee of 10% of the value of the money collected/raised for the Charity.
- C.O.N.E.C.K.T shall prepare a statement of the total contributions received from the Donors that will be forwarded to the Charity.
- C.O.N.E.C.K.T will automatically subtract the 10% fee before transferring the money to the charity within 10 days.
- The Parties acknowledge that during the course of this MOU and negotiations prior to the signing hereof, they have and may disclose to each other information which may be considered to be confidential and trade secret information (hereinafter referred to as “Confidential Information”).
- Confidential Information shall include :-all scripts and information about the participants, specific goals and achievements and other material or information of whatever description in which either Party (Disclosing Party) has an interest in it being kept confidential which is unpublished, not available to the general public or trade, not known by others and which is maintained as confidential and proprietary information by the Disclosing Party.
- The Parties agree to protect confidentiality of the other Party’s Confidential Information.
- The Party receiving any Confidential Information (Receiving Party) shall maintain the Party providing (Disclosing Party) the Confidential Information in confidence and shall exercise, in relation thereto, no less than reasonable care (and which shall not be less than the standard of care used by the Receiving Party in maintaining the confidentiality of its own confidential information) in order to protect the Confidential Information and to prevent the use and disclosure thereof, whether received in writing, orally or electronically;
- the Confidential Information shall not be used for any purpose other than for the purposes of complying with this MOU;
- shall not be copied or reproduced;
- shall be surrendered to the disclosing party on request, and it shall not retain any extracts therefrom.
- Confidential Information shall not include any of the following:
- such information in the public domain at the time of the disclosure, or which subsequently comes within the public domain through no fault of the Receiving Party;
- such information which was in the possession of the Receiving Party at the time of disclosure that was not acquired, directly or indirectly, in breach of any confidentiality obligations;
- such information which the Receiving Party acquired from a third party who did not require the Receiving Party to hold the same in confidence and who did not acquire such information through breach of this MOU; or
- Information independently developed by the Receiving Party without use of any Confidential Information.
The Parties are aware of the duty to refrain from committing acts of corruption by committing themselves not to offer, promise, solicit or accept, directly or indirectly, advantages of a financial nature or not, for the benefit of themselves or others, with a view to obtaining a favourable judgment on the basis of this MOU, its execution programs or projects, or other interests arising therefrom.
- Neither party shall be liable for failure to fulfil its obligations under this MOU or its program or draft execution if this is due to force majeure.
- For the purposes of this MOU, force majeure shall be deemed to be a matter of force majeure, arising out of unforeseen events beyond the control of the parties, if and to the extent that they materially impede the execution of the parties’ duties.
LIMITATION OF LIABILITY
Notwithstanding anything to the contrary contained elsewhere in this clause, this MOU or any document or agreement relating to this MOU, neither Party shall be liable for any indirect or consequential damages or losses of whatsoever nature [including, but not limited to loss of profit, loss of use, loss of contract, loss of business opportunities].
- Neither party may impose other amendments to this MOU.
- Any changes to the terms of this MOU will only be effective if approved in writing between the Charity and the Fundraiser, through an Addendum.
- The Parties shall give priority to the peaceful and friendly settlement of disputes arising from the execution of this MOU.
- Where disputes persist to the Coordination bodies of this Memorandum, it shall be for its signatories to jointly and consensually establish the optimal decision that the case may hold.
This Memorandum shall enter into force on the date of its signature and shall be valid for a period of 3 months.
If any Party breaches any material provision of this MOU and fails to remedy such breach within 14 (fourteen) days after receipt by that Party (“the Defaulting Party”) of written notice from any the other Party (“the Aggrieved Party”) calling upon it to do so, then the Aggrieved Party shall be entitled:
- Without prejudice to any other rights it may have in terms of this MOU or at law, including without limitation, the right to claim damages, to cancel this MOU without further notice;
- To claim the Remedies set out in clause 15;
- To claim any reasonable legal costs incurred pursuant to such breach on a scale as between attorney and own client.
- Without limitation to the provisions of clause 14, should either Party (the “defaulting Party”) commit a breach of any of the provisions of this MOU, in particular a circumvention of the MOU or unauthorised use of the Intellectual Property and Confidential Information then the other Party shall be entitled to, in addition to any other common law or statutory remedies it may have (including the right to claim damages equal to a legal monetary penalty equal to the maximum service it should realize from such a transaction as well as the actual costs plus any and all expenses)
- Without notice to the defaulting Party, to bring an application in any Court of competent jurisdiction, whether on an urgent basis or not, for the granting of an interdict against the defaulting Party to prevent any further breach of the terms of this MOU; and/or
- With notice to the defaulting Party, to claim specific performance from the defaulting Party of all the defaulting Party’s obligations whether or not the due date for performance has arrived.
This MOU shall be governed by the laws of the Republic of South Africa.
- This MOU shall terminate immediately at the election of a Party if at any time the other Party:
- Becomes the subject of liquidation proceedings or is placed into business rescue; or
- Effects or offers a general compromise with its creditors or with any class of creditors, or makes any assignment for the benefit of creditors; or
- Has any license to conduct business suspended, removed or endorsed by any order or decree of any applicable authority; or
- Is convicted of fraud or has any of its directors convicted of fraud or any crime involving dishonesty or be successfully sued for fraud.