Charity terms and conditions
1. Virgin Money Giving Limited, whose registered office is at Discovery House, Whiting Road, Norwich NR4 6EJ (registration no. 02733492) trading as Virgin Money Giving (‘VMG’, ‘us’ or ‘we’), operates the on-line donation service virginmoneygiving.com and other related systems and services as are outlined in these Terms and Conditions (the ‘VMG Services’). The VMG Services include various payment services, principally the collection, processing and transfer of donations, event fees and, where applicable, Gift Aid, which VMG provides to you on behalf of Virgin Money Personal Financial Service Limited (‘VMPFS’). VMPFS is authorised and regulated by the Financial Services Authority.
2. These are the Terms and Conditions which govern use of the VMG Services by charities that are registered with VMG. By continuing to use or access the VMG Services, or by beginning the registration process, you are agreeing as a charity to be bound by these Terms and Conditions with immediate effect. References in these Terms and Conditions to the ‘Charity’ or ‘you’ (and similar) are references to you as a charity that has applied to VMG and/or been registered by VMG as a Member (as defined below).
3. These Terms and Conditions are divided into three Sections. Section 1 sets out the provisions relevant to your membership with VMG and is a contract in itself. Section 2 sets out the provisions relevant to the payment services provided to you as part of the VMG Services and it is also a contract in itself. Section 3 then details the general provisions relevant to the contracts set out in Sections 1 and 2.
Section 1 – Membership of VMG
Section 1, incorporating Section 3, is a separate contract containing the provisions relevant to your membership with VMG. It does not deal with the payment services provided to you by VMG on behalf of VMPFS.
4.1 The VMG Services are currently only available for use by charities with a registered address in the UK and who are either registered with the Charity Commission for England & Wales, and/or the Office of the Scottish Charity Regulator, or exempt. Your charity also must be registered for Gift Aid with Her Majesty’s Revenue & Customs (‘HMRC’). Further information on the registration process is available from VMG upon request.
4.2 A non-refundable one-off registration fee of £100 plus VAT applies to each registered charity number that you hold. This is payable by credit or debit card, cheque or direct transfer. Your registration to the VMG Services will not (amongst other things) be complete until payment of this amount has cleared.
4.3 Once you have successfully completed registration with VMG you will be deemed to be a 'Member', and your membership shall continue for an indefinite period, subject to termination in accordance with Clause 22.
4.4 By becoming a Member, you appoint VMG as your agent for the purpose of collecting donations, event fees and Gift Aid, and you authorise us to reclaim Gift Aid on your behalf in accordance with Clause 5.2.
4.5 VMG reserves the right to decline any registration without further explanation. VMG will undertake such checks as are necessary to verify the identity of the Charity and its trustees, as appropriate. In certain circumstances additional verification may be required. Should additional work be required to verify the identity of the Charity or its trustees, this may incur additional cost. This cost will be agreed with you beforehand and will have to be paid to VMG before the work is undertaken. Such additional work does not guarantee that VMG will accept your application.
4.6 Payments (be they donations or event fees) to you/the Charity by individual users of the VMG website (‘donors’) will not be possible or valid before (i) the Charity has completed the registration process and been accepted by VMG as a Member, and (ii) VMG’s website systems have been set up to show you as a Member.
5. VMG obligations
5.1 VMG will:
- 5.1.1 operate the VMG Services so that donors/fundraisers can make online donations and payments for event fees, on a personal fundraising page or on a page established specifically for the Charity on the VMG website, or otherwise through a VMG controlled website. VMG will only process online donations and event fee payments. Any cheques or cash received will be returned to the sender. For a donation or event fee to be directed to you by a donor/fundraiser, the donor/fundraiser must have selected you as the recipient charity on the VMG website. The obligations related to the receipt of funds by VMG on your behalf are set out in Section 2;
- 5.1.2 event fee payments are collected by VMG on your behalf, but the payment of an event fee will establish a direct legally binding contract between you and the relevant individual that you must honour; and
- 5.1.3 where VMG has received funds on your behalf, hold the funds on your behalf in the Charity Trust Funds Account until they are paid out in accordance with Section 2. This is a legal trust account in which monies are held on trust for you and other charities. You will not earn or be paid interest on the sums that VMG holds and/or processes for you.
5.2 VMG will:
- 5.2.1 where appropriate, offer all donors the option of making donations in a way that makes them eligible to reclaim Gift Aid. Each donor is responsible at all times for accurately informing and updating VMG as to their respective entitlement to claim Gift Aid and VMG is not responsible for use of inaccurate or out of date information provided by a donor; and
- 5.2.2 on your behalf, apply to HMRC to reclaim Gift Aid in compliance with HMRC recommended practice. However, if any Gift Aid claim, or sums claimed, on behalf of the Charity is subsequently challenged by HMRC, then you will be responsible for resolving the matter with HMRC and repaying any disputed sum directly to HMRC.
5.3 In respect of personal details, VMG will collect, protect and secure these at all times in accordance with the Data Protection Act 1998. Where a donor/fundraiser has chosen to allow us to pass their personal data to you, we will do so and you will be obliged to only use that data strictly for the purposes and in the manner consented to by the donor/fundraiser.
5.4 VMG will provide the Charity with access to a secure, password-protected user account (the 'Charity Account') accessible through the VMG website. Details of the systems required for accessing the Charity Account, and the Charity Account’s functionality, are available on the VMG website.
6. Your obligations
6.1 The Charity must ensure that the content it has posted for display within the VMG website, including any links to other websites and the content of linked websites, will not be in violation of any law or regulation or be defamatory, obscene or breach any intellectual property rights of a third party or breach any right of, or duty owed to, a third party.
6.2 The Charity is responsible for ensuring that all of the details provided in connection with their Charity Account and all of the content generated on the VMG website by or on behalf of the Charity is kept accurate and up-to-date.
6.3 The Charity shall at all times comply with all relevant data protection legislation and guidelines.
6.4 The Charity is responsible for its own internal password security control, and for all use of the Charity Account.
6.5 The Charity is responsible for reimbursing VMG for the payment transaction charges where VMG incurs such costs in processing the payment to the Charity of donations and event fees for donors/fundraisers. The relevant sum will normally be deducted from the funds held by VMG for you.
6.6 The Charity is responsible for ensuring that any donations paid to the Charity through the VMG website are used by the Charity in accordance with any stated purpose.
7. VMG website content
VMG, as operator of the VMG Services and VMG website, acts as an intermediary between the Charity and the individual users of the VMG website (known as 'VMG Users'). VMG does not take responsibility for any VMG User generated content or information displayed on the VMG website. If VMG is informed or otherwise has knowledge of any unlawful or offensive activity or information on the VMG website, VMG will act promptly to remove or disable access to this information. Subject to Clause 21.1, VMG shall not be liable to the Charity as a result of its role as the operator of the VMG website or as an intermediary between the Charity and VMG Users.
8. Licences of your and VMG’s trade marks
8.1 The Charity grants to VMG a non-exclusive licence to use its trade marks, and all other materials (including associated intellectual property rights) provided to VMG by the Charity, in connection with the VMG Services and VMG’s operation and other connected commercial or charitable activities.
8.2 VMG grants the Charity a non-exclusive, worldwide licence to use its logo, such use to be in accordance with the ‘VMG Brand Guidelines’ (as displayed on www.virginmoneygiving.com) and any directions issued by VMG. VMG reserves the right to revoke this licence or amend the VMG Brand Guidelines at any time. All goodwill related to VMG’s logo and brand will at all times enure to, and remain property, of VMG.
8.3 In relation to the use of each other’s intellectual property rights, each party shall, in respect of any action brought against the other party, indemnify the other party in respect of all loss, cost, damage or expense (including reasonable legal fees) suffered by that other party as a result of its use or possession of the materials or intellectual property rights provided to it, that infringe any intellectual property rights or other rights of a third party, or are offensive, harmful or illegal.
8.4 Subject to Clause 22.2, the licences provided in this Clause 8 shall terminate automatically when your membership comes to an end.
Section 2 – Payment Services
Section 2, incorporating Section 3, is a separate framework contract for payment services. It describes the different payment services that VMG will provide to you, contains terms applying to the payments that you can make through VMG, and details how the provisions in this Section can be changed or brought to an end.
9. Your Payment Service provider
9.1 VMG is providing the VMG Service outlined in this Section 2 (the 'Payment Services') to you on behalf of VMPFS and, as such, VMPFS accepts responsibility to you for the Payment Service provided on its behalf by VMG. VMPFS’ responsibility to you will in no event be greater than that of VMG’s responsibility set out in these Terms and Conditions.
9.2 Virgin Money Personal Financial Service Limited is authorised and regulated by the Financial Services Authority and entered on the Financial Services Authority’s Register (www.fsa.gov.uk/register/) with Register Number 179271. VMPFS’ registered office is at Discovery House, Whiting Road, Norwich NR4 6EJ.
9.3 The activities outlined in this Section 2 are regulated by the FSA and VMPFS will be entitled to provide the Payment Services to you through its agent VMG pursuant to regulation 122 of the Payment Services Regulations 2009 (the 'Regulations').
9.4 Where your annual income is over £1,000,000, Parts 5 and 6 of the Regulations shall be excluded to the maximum extent permitted by regulations 33(4) and 51(3) of the Regulations.
9.5 The Payment Services shall only begin once you are a Member and VMG’s website systems have been set up to process payment transactions for you as a Member. This will be the case once you have received an activation email notifying you that your account is now active. The Payment Services will stop in accordance with Clause 22.2 when you cease to be a Member.
10. The Payment Services
10.1 VMG will process and hold donations and event fees received from donors/fundraisers on your behalf.
10.2 VMG will transfer cleared funds that it has received on your behalf to you as follows:
- 10.2.1 in respect of your donations and event fees, we will transfer the sums weekly; and
- 10.2.2 in respect of Gift Aid (and Transitional Relief), we will transfer the sums, once received from HMRC monthly.
10.3 The amount transferred to you will be equal to the sums that we have received on your behalf, less the charges payable by you under Clause 13. Where you owe other sums to VMG, there may also be a deduction from the funds that VMG holds for you to settle that debt.
10.4 Transfers to your nominated bank account will normally be made by us through the Bankers Automated Clearing Services (‘BACS’). This means that the transfer from VMG should reach your recipient bank no later than the end of the third business day following the date of the transfer.
10.5 For payments made to another bank account, we will make sure that they are sent to the recipient bank. It is the recipient bank’s responsibility to make sure the payment is added to the appropriate bank account.
10.6 In respect of payments/donations that are intended for you, we can only accept responsibility to you for them after we have received and checked them. Once this has been done for a payment or donation, it will be immediately allocated to the Charity Account on our systems.
10.7 The operation of the VMG website and VMG’s services to donors/fundraisers and dealings with HMRC are outlined in Section 1; they do not form part of the Payment Services except to the extent provided for in Clause 15.
11. Information you need to provide to VMG
11.1 Before VMG can make any transfers to you, you must provide VMG with an original bank statement showing correct details of the following:
- 11.1.1 the recipient bank (being a recognised UK based financial institution), including its sort code;
- 11.1.2 the recipient bank account number; and
- 11.1.3 the name and address of the person to whom the recipient bank account is registered (it should include the Charity’s name).
11.2 Once you have provided these details to VMG, they will be used for executing all future transfers that VMG makes for you, unless you inform VMG otherwise or a transfer is rejected by the recipient bank. You are responsible for ensuring that VMG is kept informed of the correct and up-to-date details. Any changes to the details must be notified to us in good time before a transfer is due to be made and, in any event, no later than 3pm on the afternoon of the business day preceding the intended date of transfer, so that we can amend the payment instructions.
11.3 If you provide us with (or let us continue to use) incorrect or out-of-date information, we will not be responsible if the payment is not made, it is delayed, or it is made incorrectly. If you ask us, we will make reasonable efforts to recover an incorrect payment.
12. Consent and execution
12.1 You authorise VMG to receive funds for you, and to VMG making transfers to you, on an ongoing basis in accordance with the procedures outlined in this Section 2. Your authorisation for any particular transfer may be revoked no later than 3pm on the afternoon of the business day preceding the intended date of transfer.
12.2 Your request for VMG to make each transfer will be deemed to have been received by us on the date set for the relevant transfer, however, as we process payment instructions in advance you may only revoke authorisation for a transfer in accordance with Clause 12.1.
12.3 VMG may refuse to process transactions for you if it is not reasonably satisfied that:
- 12.3.1 the transaction is legal and not related to fraudulent activities;
- 12.3.2 they have been properly authorised;
- 12.3.3 the information we are basing a transfer on is correct.
13. Charges, interest, and currency
13.1 The following sums will be payable by you in respect of the Payment Services:
- 13.1.1 A fee (‘Transaction Fee’) of 2% of the gross amount of every donation received for you.
- 13.1.2 A fee (‘Transaction Fee’) of 2% on the charity event fees that VMG collects for you.
- 13.1.3 A fee (‘Processing Fee’) to cover costs incurred by VMG in processing donations, which will vary depending on the card type used or payment mechanism used.
13.2 You authorise VMG to deduct the Transaction Fees and Processing Fees, together with such other sums as you owe to VMG (including sums due under Section 1), from the amount of any funds that VMG is paying out to the Charity.
13.3 Interest will not accrue or be payable on any funds that VMG holds and/or processes for you. Funds are only accepted in pounds sterling, and transfers to you will only be executed in pounds sterling.
All funds that VMG holds for you as part of the Payment Services are held in a Charity Trust Funds Account.
15. Transaction information
15.1 Paper statements will not normally be sent to you. Information on the transactions that we process for you, and deductions we have made, will be available through the Charity Account. If you are unable to access the Charity Account, please contact VMG’s website service team.
15.2 If an error is identified by VMG in information that it has provided, VMG will seek to rectify it.
16. Incorrectly executed transactions
16.1 If you have instructed us to make a payment, we are responsible for it being made correctly unless we can prove to you, or the recipient bank (as appropriate), that the payment was received by the recipient bank within the timescales for executing payments set out in this Section 2. Where we can prove this, the recipient bank will be responsible to you for making available the payment and crediting your account with us as appropriate.
16.2 If a payment has been made incorrectly and VMG fails to prove the payment you authorised was received by the recipient bank, VMG will credit the amount of the non-executed or defective payment transaction to you. We will not do this if the circumstances giving rise to the incorrect payment transaction were due to abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all efforts to the contrary.
16.3 If you ask us, we will make efforts to trace a payment and will tell you the outcome.
17. Unauthorised transactions
17.1 You must read the statements that are available through the Charity Account carefully when they are available online. To help VMG prevent fraud, you must tell VMG immediately by calling VMG if you do not recognise any transaction shown on your statement or if you think any payment you have authorised has been executed incorrectly. If you do not tell VMG promptly (at the latest within 13 months of the date the transaction was deducted from your account), you may not be entitled to have any errors corrected.
17.2 Subject to Clauses 17.3, 17.4 and 17.5, we will be responsible for any unauthorised transactions that you tell us about in accordance with clause 17.1.
17.3 If we suspect fraud or that you have been grossly negligent, we will investigate the transaction and will only be responsible if/when we have concluded that there has been no fraud and you have not acted with intent or been grossly negligent. Where we are responsible, we will refund the amount of the unauthorised transaction and any resulting interest and charges that we are responsible for. We will have no further liability to you. You will be responsible for all losses arising from unauthorised transactions that occur as a result of you (or anyone authorised by you) having acted (i) fraudulently, (ii) with intent, or (iii) with gross negligence.
17.4 Unless you have acted in a manner described in Clause 17.3, you will not be responsible for any losses in respect of an unauthorised transaction due to (i) abnormal and unforeseen circumstances beyond our control, the consequences of which would have been unavoidable despite all efforts to the contrary, or (ii) our failure to comply with our obligations under EC or UK Law.
17.5 We will return a payment to a donor or fundraiser where we have investigated and are satisfied that the payment was unauthorised by the donor or fundraiser and that the donor or fundraiser (or anyone authorised by the donor or fundraiser) has not acted fraudulently, with intent, or very carelessly. If VMG agree to return an unauthorised payment then under clause 10.3 this will be deducted from the funds VMG holds for you. Where insufficient funds are available VMG may issue an invoice to you for the funds.
18. Refunds on donations
18.1 It is not VMG’s policy to carry out refunds on donations and event fees that have been made to you. Any refund requests received from a donor/fundraiser in respect of donations or event fees made to you will be passed to you.
18.2 If notified within 24 hours of the transaction having been made, VMG will consider authorising a refund in exceptional circumstances. In the event that VMG does authorise a refund, it will endeavour to process this refund as quickly as is reasonably possible, subject always to sufficient funds being available. VMG reserves the right to apply a charge for refunding a donation or event fee, and will agree with you such a charge before a refund is effected.
If VMG does not deliver the standard of Payment Service you expect, or if you think VMG has made a mistake, please contact VMG or VMPFS. The situation will be investigated and, if necessary, actions will be taken to put matters right as quickly as we can. Where appropriate, steps will also be taken to prevent a recurrence. However, if you remain dissatisfied and would like further information about the process for resolving complaints, please ask for a copy of the VMPFS complaints procedure. You may in some circumstances be able to refer your complaint to the Financial Ombudsman Service at South Quay Plaza, 183 Marsh Wall, London E14 9SR.
Section 3 – General
Section 3 contains provisions of general application to the contracts set out in Sections 1 and 2, including details of how we will use your information, our right of set-off, and the law applicable to the relationship between us.
20.1 These Terms and Conditions are issued and concluded in English. Communications between us will be in English and will generally be conducted by letter, phone or email using the most recent details that you have provided to us, or by a message posted to your Charity Account.
20.2 If you wish to contact VMG, please write to the address set out at the end of these Terms and Conditions, call us on 08456 10 10 45 or email us at email@example.com
20.3 Copies of these Terms and Conditions will be available upon request.
21. Disclaimer and limitation of liability
21.1 Nothing in these Terms and Conditions excludes or limits VMG’s liability for fraud, or for death or personal injury arising from its negligence or that of its employees, agents or subcontractors, or for any other liability that cannot be lawfully excluded. Save as provided by the Regulations in relation to Section 2, in no event will we be responsible for indirect losses which happen as a side effect of the main loss or damage, and which are not foreseeable by you and us (such as loss of profits or loss of opportunity).
21.2 Subject to Clause 21.1, all reasonable care will be taken by VMG but you use the VMG website at your own risk and VMG is not liable for loss or damage that you may suffer through use of the VMG website.
22.1 The Charity may discontinue use of the VMG Services and terminate its membership at any time. Notification of the Charity’s intention to cancel its membership will be effective by sending written notice to that effect to Virgin Money Giving, Discovery House, Norwich NR4 6EJ. VMG may discontinue your use of the VMG Services and terminate your membership at any time on at least 2 months’ written notice.
22.2 VMG will cease accepting donations within 7 days of receipt of a notification issued under Clause 22.1, or if you otherwise cease to be a Member. These Terms and Conditions will continue to apply to the period prior to the termination notice being received and (to the extent required by VMG) in the 7 day period following termination, and VMG will ensure that any valid donations and Gift Aid due to you up to the point of effective termination will be passed on to you in accordance with the processes of Section 2.
22.3 Each party will have the right to terminate the Charity’s Member status, including its use of VMG’s Services, with immediate effect by sending written notice to that effect to the registered office of the other party if the other party commits an act of material default under these Terms and Conditions. In addition, VMG reserves the right to suspend payments to charities if fraud is suspected.
22.4 An act of material default by a party shall be considered to have occurred if:
- 22.4.1 that party is wound up or becomes insolvent; or
- 22.4.2 that party commits any act or threatens to do any act the direct result of which is to damage or be likely to damage the reputation of the other party.
- 22.4.3 in respect of the Charity, it loses its charitable status or its HMRC registration.
22.5 VMG reserves the right to withdraw the VMG website and the associated VMG Services from public access at any time, at its complete discretion.
23. Suspension of the VMG Services
Subject to Clause 21 and any applicable legal requirements, VMG may, without liability to the Charity, suspend the operation of the VMG Services in full or in part at any time, for example for repair or maintenance work or in order to update or upgrade the contents or functionality of the VMG website. We will try to inform you in advance of a suspension, but this may not always be possible. For the avoidance of doubt, VMG is not liable to you for any loss you may suffer as a result of the suspension of VMG Services.
24. Confidentiality of your information
24.1 Information of a sensitive and confidential nature that you provide to us and we retain about you will not be disclosed to anyone other than:
- 24.1.1 to VMPFS in relation to the Payment Services.
- 24.1.2 where we are legally required to disclose or have a public duty to disclose.
- 24.1.3 where the disclosure is made with your consent; or
- 24.1.4 where the information is already in the public domain other than as a result of us breaching our confidentiality commitments to you.
- 24.1.5 to third parties to whom VMG are required to disclose this information in order for the VMG Services to be performed.
VMG reserves the right to amend these Terms and Conditions and any changes will be posted on the VMG website at least 2 calendar months in advance of any such change coming into effect. You will be deemed to have accepted any such amendment unless you tell us otherwise before it comes into effect. If you do not wish to accept any amendments that we propose, you may terminate your membership immediately in accordance with Clause 22.1. It is the Charity’s responsibility to keep itself appraised of website updates and changes to these Terms and Conditions.
26. Governing law
These Terms and Conditions and any non-contractual obligations arising in connection with them are governed by English Law and the parties submit to the non-exclusive jurisdiction of the English courts.