Terms & Conditions
These terms and conditions apply to the provision of Charity Digital Benchmark, offered to Members as set out in individual Membership Forms.
Last updated: 14/07/2023
IT IS AGREED AS FOLLOWS
1. SUBSCRIPTIONS TO CHARITY DIGITAL BENCHMARK
1.1 The details of a Member’s subscription are set out in an Membership Form, which incorporates and is subject to these terms and conditions.
1.2 The Membership Form will bind the parties only when electronically signed by both parties.
1.3 With these terms and conditions, the Membership Form shall constitute the entire agreement between the Member and Digital Benchmark Limited regarding the subscription to Charity Digital Benchmark (“the Agreement”). The Agreement supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
1.4 Should any Additional Terms set out in an Membership Form conflict with these terms and conditions, those Additional Terms shall prevail for that subscription.
1.5 Digital Benchmark Limited may update these terms and conditions from time to time on written notice to the Member. The Member’s ongoing use of Charity Digital Benchmark shall be deemed acceptance of any updated term. If a change detrimentally impacts the Member’s position under the Agreement, then it may reject the change, and if Digital Benchmark Limited wishes to introduce the change still, Digital Benchmark Limited can then automatically terminate the Agreement (and refund any amounts paid in advance for the remaining subscription term).
2. MEMBER OBLIGATIONS
2.1 The Member shall promptly cooperate with Digital Benchmark in all matters relating to Charity Digital Benchmark, including as set out in the Membership Form.
3. DIGITAL BENCHMARK LIMITED OBLIGATIONS
3.1 Digital Benchmark Limited agrees to the following:
3.1.1 apply such time, attention, resources, trained personnel and skill as may be necessary or appropriate for its proper supply of the services as set out in the Membership Form;
3.1.2 keep Member’s GA4 account details secure following reasonable industry practices while in the possession or control of Digital Benchmark Limited.
3.2 Digital Benchmark Limited will not be deemed in breach of its obligations to Member under this Agreement or otherwise liable for any delay or temporary interruption to the provision of Charity Digital Benchmark to the extent caused by:
3.2.1 any breach of this Agreement by the Member; or
3.2.2 a third-party outside of the control of Digital Benchmark Limited (as Charity Digital Benchmark uses developing technologies such as Google BigQuery and Looker Studio to function, it is possible that technology updates may result in bug issues that temporarily impact availability).
3.3 Digital Benchmark Limited reserves the right to make any alterations to Charity Digital Benchmark that do not result in any change to the service that can reasonably be regarded as substantial.
4. PAYMENT AND FEES
4.1 Digital Benchmark Limited will invoice the Member per the chosen monthly or annual subscription on the Membership Form.
4.2 Digital Benchmark Limited shall be entitled to raise the Fees payable by the Member on no less than ninety (90) days’ notice and no more than once in any 12 months. Unless the Member rejects the revised Fee rate in writing during the 90 days, it will be deemed to have accepted the new Fee, and Digital Benchmark Limited may amend the direct debit accordingly. If the Member rejects the revised Fee rate in writing, Digital Benchmark Limited may terminate the Agreement automatically at the end of the 90 days.
4.3 The Member shall pay Digital Benchmark Limited the Fees without deduction or set-off (with any invoiced VAT) by direct debit.
4.4 Any discounted rate cannot be combined with any other offer or discount.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 All IPRs in any content, data, analytics, or materials given to Digital Benchmark Limited by the Member shall belong to or be validly licensed to the Member for use by Digital Benchmark Limited as part of Charity Digital Benchmark. Member grants Digital Benchmark Limited a non-exclusive perpetual and irrevocable royalty-free licence to use the same for all purposes relating to providing Charity Digital Benchmark to all members.
5.2 All IPRS in Charity Digital Benchmark and any reports, documents or other deliverables shall remain the property of Digital Benchmark Limited. The member may only use the same for their internal business processes. Digital Benchmark Limited grants the Member a non-exclusive, non-sublicensable or transferable licence to use Charity Digital Benchmark for the Member’s internal business usage to benchmark its digital assets against other charity members. Digital Benchmark Limited reserves all other rights.
6.1 The Member agrees not to share, grant access to or sell any data, resources, or information derived from Charity Digital Benchmark with other organisations (including non-participating charities and third-party agencies) and shall treat the data, resources and information as confidential information of Digital Benchmark Limited. All data, resources and information derived from Charity Digital Benchmark may only be used for the Member’s internal purposes unless expressly agreed in writing on a case-by-case basis by Digital Benchmark Limited.
6.2 If Digital Benchmark Limited does consent to any external use of Charity Digital Benchmark information, the Member shall credit Digital Benchmark Limited in writing as the source of this information.
6.3 A party’s confidentiality obligations shall not prevent any disclosure required by law, any governmental or regulatory authority (including any relevant securities exchange), or any court or other authority of competent jurisdiction.
6.4 Digital Benchmark Limited may publicise that the Member is a member of Charity Digital Benchmark on its website and other marketing materials. The Member grants Digital Benchmark Limited a royalty-free licence to use its name and logo for this purpose.
6.5 Digital Benchmark Limited agrees to:
6.5.1 treat as confidential all information which may be derived from or may be obtained in the course of any dealings or assignment with the Member outside the remit of Charity Digital Benchmark;
6.5.2 provide all necessary precautions to ensure that all such information is treated as confidential;
6.5.3 keep this information secure at all times whilst in the possession of Digital Benchmark Limited;
6.5.4 delete this information when it is no longer needed;
6.5.5 not to transfer any of this information to a third party (other than authorised third parties who are working on the Charity Digital Benchmark, including employees of Uprise Up. All third parties involved in the development of the Charity Digital Benchmark will have signed their own Non-Disclosure Agreement) without the Member’s consent.
6.6 Clause 6.5 above will not apply to information which comes into the public domain unless otherwise due to a breach of Digital Benchmark Limited’s obligations.
6.7 Whilst some overall trend data from Charity Digital Benchmark will be made public with the purpose of developing thought leadership content to support the growth of Charity Digital Benchmark and help develop best practices in digital media for the charity sector as a whole, no specific data concerning individual members will be shared.
7. DATA PROTECTION, SECURITY AND INTEGRITY
7.1 The Member consents to Digital Benchmark Limited processing its GA4 data and having access to the Member’s Google Tag Manager and old UA Analytics for as long as the UA Analytics platform is still available.
7.2 Any analytics data will only be shared with Digital Benchmark Limited on an anonymised and statistical basis and will not enable Digital Benchmark Limited to identify any individual.
7.3 Digital Benchmark Limited does not anticipate that it will act as a Data Processor in the provision of Charity Digital Benchmark. However, in the event that Digital Benchmark Limited considers that it does act as a Data Processor, it shall provide a separate data processing agreement that the parties shall enter into.
7.4 Digital Benchmark Limited asks that the Member follows best data protection practice including ensuring compliant cookie and privacy policies are in place on their websites and not providing any Personally Identifiable Information (PII) to Digital Benchmark Limited. As opinions and legal practice in this area vary, you should ensure that whoever looks after data compliance for your organisation is satisfied (we’d be happy to answer any questions you or they might have).
7.5 The parties will effect and maintain all reasonable security measures to safeguard access to Charity Digital Benchmark data, resources and any information from access or use by any unauthorised person.
8. LIABILITY AND WARRANTY
8.1 Digital Benchmark Limited warrants that it shall supply the services following good industry practice.
8.2 Digital Benchmark Limited will not be liable for any discrepancies in the Deliverables that arise from the Member’s failure to comply with their obligations to keep their GA4 account data accurate and updated.
8.3 Digital Benchmark Limited gives no warranty or representation relating to the accuracy of any data supplied by other members of Charity Digital Benchmark, and the Member is responsible for drawing its conclusions and recommendations from the data.
8.4 Nothing in the Agreement shall exclude or limit: (a) liability for fraud or death or personal injury caused by negligence; or (b) either party’s liability for breach of clause 6 (Confidentiality).
8.5 Subject to clause 8.4 above, the aggregate liability of each party to the other for any loss or damage, direct or otherwise and howsoever caused, whether in tort, contract or otherwise, that is not or cannot be excluded shall not exceed the level of Fees payable to Digital Benchmark Limited under every 12 months of the Member’s subscription.
8.6 Subject to clauses 8.4 and 8.5, neither party shall be liable for and gives no warranty or representation in respect of: (a) any indirect, (b) incidental, (c) special or consequential loss or damage, (d) loss of profits, (e) business, or (f) revenue, incurred by Member or any third-party, whether in action in contract or tort or otherwise;
8.7 Digital Benchmark Limited will not be liable in any amount for failure to perform any obligation hereunder if such is caused by the occurrence of any unforeseen contingency beyond the control or reasonable control of Digital Benchmark Limited, including by way of example only, Internet, communications or power outages, fire, flood, war or act of God.
8.8 Each Digital Benchmark Limited and Member represents, warrants and undertakes to the other that it has the requisite power and authority to enter into these terms and conditions and the Membership Form and fully perform its obligations.
8.9 Except as expressly stated in these terms and conditions, Digital Benchmark Limited does not give any other warranty regarding Charity Digital Benchmark. All other warranties, whether express or implied, are excluded to the fullest extent permitted by law.
9.1 A party may terminate a subscription as set out in the Membership Form and this Agreement.
9.2 Either party may terminate a subscription if the other materially breaches any term (including non-payment of any sum due) and fails to remedy the same within 28 days of receiving written notice. If the Member fails to make any payment by the due date, then Digital Benchmark Limited shall be entitled to suspend the provision of all or part of the services until such payment is received in full.
9.3 A party may terminate a subscription immediately upon written notice to the other party if the other party shall (i) cease carrying on business in the ordinary course, or (ii) shall call a meeting of its creditors or make a proposal for a voluntary arrangement within Part I of the Insolvency Act 1986 or for any other composition or scheme of arrangement with (or assignment for the benefit of) its creditors, or (iii) shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (iv) if a trustee, receiver, administrative receiver or other similar officer is appointed in respect of all or any part of its business or assets, or (v) it is wound up (otherwise than for a bona fide scheme of solvent amalgamation or reconstruction) or (vi) it is the subject of an administration order.
10.1 Time is not of the essence for the services under the Membership Form. Notwithstanding this, Digital Benchmark Limited shall use its best endeavours to comply with any time frames set out in the Membership Form.
10.2 Each party shall comply with all Applicable Laws in performing its obligations under each Membership Form, including all Applicable Laws relating to anti-bribery and corruption, the prevention of modern slavery, and the anti-facilitation of tax evasion offences.
10.3 Nothing in these terms and conditions shall be deemed to constitute a partnership or agency relationship, and neither of the parties shall do or suffer from doing anything whereby it may be represented as a partner or agent of the other.
10.4. If any part of the terms and conditions is or becomes unenforceable, such part will be construed as far as possible to reflect the parties’ intentions or severed from the terms and conditions. The remainder of the provisions will remain in full force and effect.
10.5 The Member shall not assign these terms and conditions or the Membership Form in whole or in part without the prior written consent of Digital Benchmark Limited.
10.6 Only the Member and Digital Benchmark Limited shall be entitled to enforce any provision under the Contracts (Rights of Third Parties) Act 1999.
10.7 These terms and conditions and the Membership Form are made and shall be construed under the laws of England, and the parties submit to the exclusive jurisdiction of the English courts for any disputes.