Organisation Platform Agreement

CareFund is a digital fundraising product and platform of WezaCare Solutions, a Kenyan non-profit company limited by guarantee. CareFund is not a separate legal person.

Agreement and acceptance

Parties

This Agreement is between WezaCare Solutions, through CareFund, and each Beneficiary Organisation accepted onto the platform.

Electronic execution

Submission of an organisation for onboarding, acceptance by an authorised representative, activation of a beneficiary account, submission of a Campaign or continued use after this Agreement is made available constitutes binding electronic acceptance and execution to the fullest extent permitted by law.

Priority

This Agreement supplements the CareFund Terms. For beneficiary-specific matters, this Agreement prevails over general Terms to the extent of inconsistency, subject to mandatory law and the PSP’s binding payment rules.

Eligibility and authority

Bona fide organisation

The Beneficiary represents that it is lawfully constituted, in good standing where that concept applies, authorised to carry out its activities and fundraise, and not falsely claiming PBO, charitable, tax-exempt, 501(c)(3) or other status.

Authority

The accepting representative warrants authority to bind the organisation. CareFund may require board resolutions, mandates, constitutional documents or other proof.

Continuing eligibility

Eligibility is continuous. Loss of registration, licence, authority, safeguarding standing, tax status claimed to donors, verified bank/PSP account or other material qualification must be notified immediately.

SaaS licence and restrictions

Licence

CareFund grants a limited, revocable, non-exclusive, non-transferable right to use beneficiary dashboards and campaign tools during approved access.

Restrictions

No reverse engineering, scraping, credential sharing, security bypass, malware, unauthorised API use, resale, competitive extraction, unlawful bulk export or interference with CareFund/PSP systems.

Accounts

The Beneficiary controls its authorised users and must promptly disable leavers or compromised accounts. Privileged users may be required to use MFA.

KYB and audit

Initial KYB

The Beneficiary must provide accurate registration, governance, official/control, tax, licence, contact, safeguarding and payout information requested by CareFund.

Refresh

CareFund may require periodic or event-driven KYB. Failure to respond may lead to restricted access, campaign suspension or termination.

Verification rights

CareFund may verify documents with issuing bodies, professional advisers, PSPs, public registries and other lawful sources.

Audit and evidence

For Campaign funds, CareFund may request budgets, invoices, receipts, bank/PSP evidence, procurement records, utilisation reports and impact evidence. The Beneficiary shall retain records for the period specified by law/policy and cooperate with reasonable audits/investigations.

Campaign creation and approval

Responsibility

The Beneficiary is solely responsible for truth, completeness, authority and legality of Campaign content and intended use of funds.

Approval

CareFund may review within a target 72-hour standard-risk window after receiving a complete submission, but may extend review for risk, missing information or third-party verification.

No endorsement

Approval means prescribed checks were completed; it is not certification, guarantee or assumption of Beneficiary obligations.

Changes

Material changes to purpose, beneficiary, target, budget, location, key story, payout details or use of funds require prior approval.

Content, IP and safeguarding

Rights

The Beneficiary warrants all content may lawfully be uploaded and grants the licence stated in the Terms.

Child content

The Beneficiary must obtain and preserve lawful authority for child/vulnerable-person content, conduct best-interests assessment and comply with CareFund safeguarding requirements. CareFund may reject content notwithstanding consent.

Prohibited content

No misleading claims, fabricated evidence, unlawful discrimination, exploitation, graphic content without necessity, doxxing, infringing content or content prohibited by law/PSP rules.

Payments, settlement and fees

PSP

Payment processing is undertaken by Paystack or another authorised PSP. The Beneficiary agrees to complete PSP onboarding/subaccount requirements and comply with applicable PSP terms.

Payout account

Settlement must be to the verified account/subaccount approved for the Beneficiary. Changes trigger reverification and may pause settlement.

Fees

CareFund fees/support amounts and PSP charges will be disclosed through applicable schedules/checkout. The Beneficiary authorises deductions or split allocation implemented through the approved payment architecture.

No entitlement before settlement

Displayed donations do not create an unconditional right to settlement until payment authorisation, fraud/compliance checks and applicable PSP processes are complete.

Holds, refunds, chargebacks and reserves

Protective hold

Where the architecture permits, CareFund may request or support a PSP hold/restriction for fraud, sanctions, misrepresentation, safeguarding, legal process, dispute, refund or verification risk.

Refund cooperation

The Beneficiary must cooperate with refunds and, where funds have settled, promptly return amounts CareFund reasonably determines are refundable under Campaign terms, law, fraud findings, duplicate/error payment or material misrepresentation.

Chargebacks

The Beneficiary bears chargebacks, reversals, fines and related losses attributable to its Campaigns, conduct, evidence failures or use of funds, except to the extent caused solely by WezaCare’s proven breach.

Set-off/recovery

To the extent lawful and technically available, amounts due may be recovered from future settlements or invoiced to the Beneficiary. Recovery duties survive termination.

Use of funds and donor restrictions

Restricted purpose

Funds must be used only for the Campaign purpose and disclosed permitted alternatives. Material deviation requires CareFund approval and any donor/legal consent required.

No diversion

No personal diversion, undisclosed related-party benefit, bribery, prohibited transaction or transfer to unverified third parties.

Reporting

CareFund may require periodic utilisation/impact reports and may display appropriate status updates to donors.

Data protection and donor data

Roles

The Beneficiary shall comply with the Privacy Policy and applicable law for donor, campaign subject and user data.

Donor data restrictions

Donor information may be used only for authorised fundraising administration, stewardship and communications supported by a lawful basis. It may not be sold, scraped or exported for unrelated use.

Security

The Beneficiary must apply access control, secure devices, staff confidentiality, incident reporting and deletion/retention requirements.

Incident notice

Any suspected compromise of CareFund/donor data must be reported to WezaCare immediately and in sufficient time to meet statutory notification deadlines.

AML/CFT, sanctions and anti-bribery

Compliance

The Beneficiary must not use CareFund for money laundering, terrorism/proliferation financing, sanctions evasion, bribery, corruption or unlawful activity.

Information

CareFund may require source/use-of-funds evidence, controller information and transaction explanations. The Beneficiary shall cooperate without tipping off where prohibited.

Screening

CareFund may screen the Beneficiary, officials, counterparties and relevant transactions against sanctions and risk information and may suspend pending review.

Service operation and third parties

Availability

CareFund is provided on an as-is/as-available basis to the extent permitted by law. Maintenance, incidents, internet failure, PSP/bank outages and third-party changes may affect availability.

Third-party services

Integrations remain subject to third-party terms. WezaCare does not guarantee a third-party service and may replace or discontinue an integration.

Changes

WezaCare may change features, security requirements and workflows for legal, risk, technical or product reasons, with reasonable notice where material and practicable.

Confidentiality

Confidential information

Each party shall protect non-public business, technical, security and donor information using reasonable care and use it only for this relationship.

Exceptions

Confidentiality does not cover lawfully public, independently developed, previously known or lawfully received information, and permits disclosures required by law/regulators/advisers under appropriate safeguards.

Representations and warranties

Beneficiary warranties

The Beneficiary warrants continuing authority, lawful existence, accurate information, lawful fundraising, content rights, proper use of funds, compliance with law/licences, safeguarding, privacy, tax representations and payment details.

No WezaCare warranty

Except mandatory warranties, WezaCare does not warrant fundraising results, uninterrupted operation, donor conduct, tax treatment, beneficiary reputation, PSP decisions or third-party services.

Indemnity

Broad beneficiary indemnity

The Beneficiary shall defend, indemnify and hold harmless WezaCare/CareFund and their affiliates, officers, directors, employees, agents and contractors from third-party and user claims, losses, damages, fines, penalties, refunds, chargebacks, investigation costs and reasonable legal fees arising from Campaigns, events, content, injuries connected to Beneficiary activities, misrepresentation, misuse/diversion of funds, tax/status claims, privacy or safeguarding failures attributable to it, IP infringement, breach, unlawful activity or violation of third-party rights.

Defence control

WezaCare may assume control of defence/settlement at the Beneficiary’s cost where indemnity applies. The Beneficiary must cooperate and may not settle imposing obligation/admission on WezaCare without consent.

Survival

Indemnity, repayment, chargeback and defence obligations survive suspension, termination and settlement of Campaign funds.

Limitation of liability

Excluded losses

To the fullest extent permitted by law, WezaCare excludes indirect, special, incidental, exemplary, punitive and consequential losses and loss of profit, goodwill, opportunity, use or data arising from the service, third parties, campaigns or lawful suspension.

Cap

WezaCare’s aggregate liability to the Beneficiary in any rolling six-month period shall not exceed fees actually paid by that Beneficiary to WezaCare for CareFund services in that period or KES 10,000, whichever is greater, excluding Donation principal. Mandatory non-excludable liability remains unaffected.

Suspension and termination

Immediate action

CareFund may suspend/terminate for breach, risk, fraud, sanctions, safeguarding, security, non-cooperation, loss of eligibility, authority request, material reputational/platform-integrity risk or persistent chargebacks.

Consequences

Campaigns may be paused/delisted; access disabled; data preserved; settlement/refund issues handled with PSP; outstanding amounts remain due.

Exit

The Beneficiary must cease CareFund branding/claims, export permitted records within any stated period and comply with retention/deletion and outstanding donor obligations.

Dispute resolution and general

Negotiation and arbitration

Disputes follow the negotiation and Kisumu-seated single-arbitrator process in the CareFund Terms, under Chartered Institute of Arbitrators (Kenya Branch) rules, with appointment by its Chairperson if parties do not agree.

No partnership/agency

No partnership, employment, joint venture, trustee, escrow or general agency is created.

Survival

IP, confidentiality, data, indemnity, limitation, payment recovery, audit, dispute and provisions intended by nature to survive continue after termination.