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Summary Commercial Terms and Conditions

(Last updated on: April 29, 2016)

1. BACKGROUND

www.ngoimpact.com is brought to you by ARION Rating Services, a company registered in India. ARION provides a full-suite tailored solution for corporates, donors and other funders (the "Funding Universe") by helping them direct funds towards appropriate NGO partners in India. The focus is on facilitating improved funding access for Indian NGOs and simultaneously assisting the Funding Universe to find the right NGO partners.

ARION is therefore building a database of Indian NGOs on its website, www.ngoimpact.com. This will be a useful online platform which will list the details of Indian NGOs whilst employing unique search/filter criteria which will help donors and funders find the most appropriate NGOs.

2. PURPOSE

NGOs that sign up, register and become members of the online database will benefit from an exclusive, dedicated profile page on said website. This will enhance their visibility to a wide pool of international and domestic funders (corporates, philanthropists, donors) and volunteers. Members will be expected to help ARION build an attractive profile for them on the said online platform by providing as much information as possible about their organisations and activities, structure, scope and area of operations etc. This information will be collected through the online registration form and can be made available to you in excel format, if requested.

ARION is therefore building a database of Indian NGOs on its website, www.ngoimpact.com. This will be a useful online platform which will list the details of Indian NGOs whilst employing unique search/filter criteria which will help donors and funders find the most appropriate NGOs.

AGREEMENT

This Agreement is made between the "User", the "NGO" (later defined as 'Member') and Arion Rating Services, a Company registered in India under the Companies Act, 1956 as amended in 2013 having its registered office at 2-E/8, Third Floor, Jhandewalan Extension, New Delhi-110055 (herein after referred to as "ARION" or the "Company").

A. DEFINITIONS

The word "Parties" for the purposes of this Agreement shall collectively include any and all Users and NGO's (Members) as well as ARION itself. The entities individually shall be referred to as a "Party" throughout this Agreement.

The word "website" throughout this Agreement shall always refer to www.ngoimpact.com.

The word "listing" in the present Agreement shall refer to the process of making available, showcasing and displaying the Member NGO's and their relevant information on the website.

The word "Membership" in this Agreement shall refer to the process of NGO's registering with ARION and deriving benefits from such registration by becoming Members (Defined below).

For the Purposes of the provisions of the Information Technology Act, 2000 as amended up to 2008 (herein after referred to as the "IT Act"), wherever mentioned in this Agreement, the term "User" shall also include a "Member" as defined further below.

For the purposes of this Agreement the following facilities and benefits as provided by ARION through its website shall be collectively and herein after referred to as the "Services":-

  • * Providing an exclusive profile page for each member NGO
  • * Actively facilitating contact between interested parties and member NGOs
  • * Providing all of its users with useful content and information

B. CRITERIA FOR NGO'S MEMBERSHIPAND REGISTRATION

Any NGO (domestic or International) in order to avail of any of the Services offered by ARION shall have to first 'Register' with the Company's online portal. Before doing so however, the desirous NGO's must ensure that they meet the Registration criteria as listed here under:-

  • * The NGO should be a legally registered organisation under the Societies Registration Act of 1860 or charitable companies registered under Charitable and Religion Act 1920 or Public Trusts registered under the Indian Trust Act, 1882 or Licensed Company under Section 25 of the Companies Act, 1956 or 2013 as applicable or Co-operative Societies under The Societies Registration Act, 1860.
  • * The basic infrastructure of the NGO should be in place and the NGO should ideally have been in existence for a period of at least 3 (Three) years.
  • * Certificate to the effect that the contribution made to NGOs/Organizations, qualify for tax exemption under Income Tax Act 1961 if any i.e. U/s 80G, U/s 35 AC etc. of Income Tax Act or related clauses of existing/ applicable finance bill.

All those NGO's who successfully meet the above mentioned criteria shall be eligible to register themselves on the website and after paying the Membership Fee (as defined below) shall become legitimate and bonafide "Members" of the Company’s database on said website. The Member NGO must register as a "Member" on the website, which will give them full access to use the website and common platform accessible to all Users of the website. The Member must fill out the Registration Form supplied by ARION and provide all the information requested, which will allow for the creation of the Member’s online profile.

Apart from the above membership criteria, any organisation/company either big or small or anyone who has started laying basic groundwork among target communities can approach the forum. ARION encourages all such entities who have good intentions, some expertise, sensitivity or perspective towards community development, to join the forum. ARION does however reserve the right to make its web users explicitly aware of such an organisations' stage of progress and present their profile accordingly.

C. TERM OF MEMBERSHIP

The duration of membership for an NGO meeting the above criteria (previously defined as a "Member") shall be for a period of 1(One) year from the day the website becomes operational online, provided the Membership Fee as defined below has been paid, unless the Member has been exempted from paying said Fee. After the official launch of the website, the Term of the said Membership shall commence and such membership will continue to be in existence for 1 (One) year from the date of either the Membership Fee being received by ARION or the date of registration, as applicable.

D. COST OF MEMBERSHIP

The total one time yearly cost of Membership (herein after referred to as "Membership Fee") payable by the Member to ARION will be Rs.1,000/- (Indian Rupees One Thousand only) per annum. The company reserves the right to change this fee in due course. The Company assures each Member that no additional fee of any kind whatsoever shall be charged from the Members by the said Company during the Term of Membership, apart from those expressly mentioned herein including but not limited to charging of “Commission” as referred to in Clause H of this Agreement.

The said Membership Fee is payable either through an online transfer to the following bank account:

Please email info@ngoimpact.com to request payment details.

E. RENEWAL OF MEMBERSHIP

After the expiry of the aforesaid Membership period of 1 (One) year , the Member and the Company will mutually discuss the nature and scope of their association going forward and accordingly decide to either amend, modify, revise, substitute, renegotiate or terminate the existing terms and conditions/pricing and/or commercial models or will continue to be governed by the same terms and conditions as contemplated herein.

All notices sent via email or by post by a User or a Member for any reason at all must be addressed to "Ms. Arpita Sinha", Founder, ARION. Reply to such notices will be made at the earliest possible convenience of the addressee.

F. BLACKLISTING OF MEMBERS

Each Member is requested to always adhere to the Privacy policy as contained in this Agreement while posting any kind of information on the website. Any kind of falsification or misrepresentation or wilful deception employed by the Member in the information provided on the website will not be tolerated by ARION. Further, any objectionable material or any illegal activities indulged in or carried forward by any Member by making use of this online portal posted shall invite a strong reprimand by the ARION team initially via email. Wilful disregard to the warnings issued by the Company to such offending Members who continue to post undesirable Participant Content shall eventually be Blacklisted from the Company’s website. The action of Blacklisting a Member shall mean that that particular Member shall be debarred from ever again registering with ARION in the future. In such an event of Blacklisting a Member, ARION shall be fully within its rights and at liberty to immediately and unilaterally terminate this Agreement with the Blacklisted Member, thereby forfeiting any and all amounts paid to ARION by it towards Membership for the Term. Further, any data generated and disbursed or shared amongst prospective Users/Clients /customers of ARION via its website shall also feature the Blacklist. ARION reserves the right to upload on its website, the names of any Blacklisted Members.

G. USERS

By way of subscription to ARION through the website of the Company i.e., www.ngoimpact.com, the registered or general users/clients/customers (including but not limited to other companies, organisations, establishments, corporate houses, entrepreneurs, individuals etc.) of ARION (herein after referred to as "Users") that visit the website will have the right to access all the information each Member has posted online with ARION. The Users shall have the option of establishing direct contact with Members and can chose to upload, download or store their information on the website. ARION does not have any particular registration fee norms for the Users to make use of the website. The Users shall only be required to fill a short form at the start of their usage in order to identify and register them accordingly as Users on ARION's website and/or database

H. VISITS FROM USERS/CHARGES

The Members and the Users both agree that if a lead is generated through the Companys website that results in a donation, funding or any disbursement of funds to its organisation, the Company will have the undisputed right to charge such receiving Member 5%(Five Percent) of the above mentioned total sum as donated, disbursed etc. as a one-time commission for Services rendered. ARION also reserves the right to agree any additional commission rates with a member of the Funding Universe if it deems appropriate ("Commission").

I. DISPLAY AND TRANSMISSION OF INFORMATION BY MEMBERS ON WEBSITE/ COMMON PLATFORM

The Member must update information about themselves, their premises, donors, financial particulars, projects, interventions etc., including but not limited to their location, number of projects across the country, geographical areas covered etc.

The Member must ensure at all times that the information uploaded or provided to ARION is accurate. For this purpose the NGOs are at liberty at all times to update their information and status on the website, given prior intimation is provided to ARION in writing and option regarding this has been made available on the website. The Member NGO must be the rightful owner of the information, images, videos and other data shared by it on the database platform on the website. Any kind of inaccurate, inappropriate, misleading, threatening information posted by a Member shall be dealt with strictly by ARION and may ultimately lead to the Company invoking penal action against such Members.

J. TERMINATION

The Terms of this Agreement shall be applicable for a period of 1(One) year subject to renewal by the Parties or till the time it is terminated by either ARION itself or the User or Member. If not explicitly renewed, the Agreement will be rolled over and deemed to have been renewed based on the Terms in effect as at the relevant date of renewal.

Without prejudice to any other rights and remedies it may have, ARION, the Company reserves the right to terminate or suspend the User's and/or the Member's access to and the right to use the Services or any part thereof at any time, wherever it has sufficient reason to believe that a User or Member or both are guilty of breaching in any manner whatsoever, the provisions of this Agreement. Such termination will be effective immediately from the date on which the Company terminates the User's and/Member's use of the Services.

ARION will make all reasonable efforts to notify the User or Member through all rationally conceivable modes of communication a minimum of 10 business days prior to such termination. This, though, is not any sort of guarantee or warranty provided to the User or Member by ARION.

The User or Member as the case may be, may chose terminate his/her legal arrangement with ARION by ceasing/ discontinuing the use of the Services beyond the Term of this Agreement i.e. 1 (One) year or by giving notice to ARION by email at contactus@ngoimpact.com. Upon termination, the User's and member's right to use the Services stops immediately, and the User and Member covenants to cease all and any kind of use of the Services and attempts to access the Service upon and after receiving the notice of termination. The said termination of this Agreement for the User and Member shall come into effect automatically after 2 (Two) weeks from the date of expiry of the Term of the Agreement if not renewed between the Parties during the above mentioned period.

Should the User's or Member's access to the use of the Services be terminated, the User/ Member shall retain the right to appeal against such termination by writing to contactus@ngoimpact.com, and showing reasonable cause as to why the decision to terminate must be reconsidered by ARION.

K. LIMITATION OF LIABILITY

Since the website brings both the Member and the Users on to a common platform in order to increase the accessibility of the various Members to the various Users and has no role in Users choosing to donate/fund/volunteer with the Member, unless specifically mandated to do so, thus, the Company (i) disclaims all liability, warranties and responsibilities in respect of any use of the information, services and access provided by the Company to the Users or (ii) with respect to any claim, suit or action brought by Users or any third party in relation to any use of and access to the information, services, projects, interventions etc. of the Member.

ARION shall provide the said Services as described in this Agreement to the best of its ability in the most efficient and safe manner as possible. Save as expressly set out in this Agreement all conditions or warranties which may be implied or incorporated into this Agreement by law or otherwise are hereby expressly excluded to the extent permitted by law.

At no point in time will ARION ever be liable for any indirect or consequential loss or damage of any kind to User or Member (including without limitation loss of profits, business interruptions, or loss, corruption or misdelivery of data) however caused and whether arising under contract, tort (including negligence) or any other laws local or national under which compensation could be claimed.

The User and Member agree to keep ARION fully indemnified against any and all claims brought by a third party resulting from the User's or Member's use of the Services and in respect of any losses or liabilities incurred directly by ARION as a result of such User's or Member's breach or non-observance of any of these Terms and Conditions.

The User and the Member alike shall defend and pay all costs, damages, awards, fees (including any reasonable legal fees) and judgements awarded against ARION arising from any such claims and shall provide ARION with notice of such claims (via contactus@ngoimpact.com), compromise or settle such claims and reasonable assistance necessary to defend such claims, at the User's & Member's own expense.

ARION shall have no role to play or incur any kind of liability whatsoever in the event that a dispute of any nature arises between any Member and any User during the Term of this Agreement with regards to these Terms and Conditions or even beyond the scope of the same. Any and all claims levelled against ARION in relation to the above situation either by the User, Member or both shall prove futile and therefore, the User and the Member agree to always keep ARION excused from any internal conflicts or disputes concerning either Users and Members, Users inter se or Members inter se.

The maximum aggregate liability of the Company under or in relation to this T&Cs and any Losses arising therefrom; and ARION in general will be capped at Rs.1,000/- (Indian Rupees One Thousand only).