Master Service Agreement

This document is currently available in English only. Translated versions are forthcoming.

Between: Genstate Integrity Group, Inc., which owns and operates Mindful Give ("Mindful Give", "we", "us", "our")

And: The organization accepting this Agreement ("you", "your", "the Charity")

You are a registered charity or other qualified donee under the Income Tax Act (Canada). You want Mindful Give to help you raise and receipt donations online and in person. This Master Service Agreement (the "Agreement") sets out what each of us does, what it costs, and how money moves. The prices, plan terms and fine print published at mindfulgive.com/pricing (the "Published Pricing"), as they stand when you accept and as later changed under Sections 3.8 and 11.3, form part of this Agreement; the descriptions, photos, examples and quotes on that page do not. This version applies to your organization from the date you accept it.

1. Our Role

1.1 What Mindful Give Provides

Mindful Give provides software and services (the "Platform") for your donation pages, recurring giving, Quick Tap in-person giving (Section 12), tax receipts, donor communications, payouts and reporting.

1.2 Appointment as Your Agent

You appoint Mindful Give as your authorized agent to do what this Agreement describes, including to:

(a) accept donations on your behalf through your Stripe Account (Section 2);
(b) generate and deliver official donation receipts under your Canada Revenue Agency ("CRA") registration number (Section 5);
(c) send donor communications on your behalf (Section 7);
(d) administer payouts from your Stripe Account to your bank account, net of the amounts in Section 3;
(e) refund gifts and respond to disputes (Section 4); and
(f) set up and manage your Stripe Account and collect what you owe from it (Sections 2 and 3).

Mindful Give accepts this appointment and will act only within the authority this Agreement gives it.

1.3 Your Donations Are Yours

Every donation made through the Platform is made to you and belongs to you at all times. Mindful Give is not the recipient of any donation. It has no say over your charitable purposes, how you use or allocate gifts, or how you honor a donor's wishes.

1.4 We Never Hold Your Donations

Stripe processes payments for you directly, through a Stripe account in your own name. You are not a sub-merchant of Mindful Give: every gift to you is charged in your name, never in Mindful Give's (Section 2.2), and this is not a payment facilitation arrangement. Mindful Give never receives, holds or mixes donations made through your Stripe Account in its own accounts. Mindful Give's role is software, administration and donor service on your behalf.

2. Your Stripe Account and Payouts

2.1 Your Stripe Account

You will have a Stripe account in your legal name (your "Stripe Account"). It is governed by the Stripe Connected Account Agreement, which you accept with Stripe, and you will complete Stripe's identity checks. You authorize Mindful Give to set up and manage your Stripe Account for you, including giving Stripe information about your organization and managing its payout settings. You can sign in to your Stripe Account at any time to see your balance and payouts.

2.2 You Are the Seller on Every Gift

Each donation is charged in your name. You are the seller of record (the "merchant of record") for every gift. Donors' card statements show your organization's name and may also show a short Mindful Give reference.

2.3 Where the Money Goes

Every donation is paid into your Stripe Account balance. Mindful Give does not take custody of your donations at any point.

2.4 Payouts

Except while a payout is held under Section 2.6, Mindful Give sends your Stripe Account balance to the bank account in your Stripe Account on a regular schedule that Mindful Give sets (currently monthly), after deducting the amounts in Section 3.4. Stripe holds a new account's first payout for its standard initial period. Mindful Give will pay out your available balance at least as often as Stripe requires. We may change the payout schedule with thirty (30) days' notice.

2.5 Your Bank Account

You are responsible for keeping the bank account in your Stripe Account accurate. Mindful Give is not liable for a payout that goes astray because of bank information you provided.

2.6 When a Payout May Be Held

Mindful Give may delay a payout, in whole or in part, while:

your CRA registration is revoked or annulled (Section 9);
open disputes (Section 4.2) could exceed your balance;
Mindful Give reasonably suspects fraud, unauthorized charges or a serious breach of this Agreement; or
a court, regulator or law enforcement agency requires it.

A held payout is released once the reason for holding it is resolved, unless the law requires otherwise.

2.7 Currency

Donations, fees and payouts are in Canadian dollars.

2.8 Account Summary

Once a year, on request, Mindful Give will give you a written summary of your balance and of the last twelve (12) months of gifts, fees, deductions and payouts.

3. Fees and Charges

3.1 Per-Gift Fees

You pay Mindful Give a fee on each gift, taken when the gift is charged:

Online, by card: 3.5% of the gift plus $0.40.
By bank transfer (pre-authorized debit): 1% of the gift plus $0.40, capped at $25 per gift.
By Quick Tap: 5% of the gift, and never less than $0.20 (or the gift itself, if smaller).

The per-gift fee includes payment processing; Stripe does not charge you separately for it. The Published Pricing sets out these fees and any others that apply. A different rate agreed with you in writing replaces the published rate.

3.2 Quick Tap Plans and Hardware

If you use Quick Taps, you also pay the monthly plan charge for each one (Everything Plan: $75 per Quick Tap, per month; Manage Plan: $20 per Quick Tap, per month) and the one-time price of any hardware you buy, plus shipping. Mindful Give may wait to ship hardware until your balance covers it. Section 12 sets out the plans.

3.3 Purchases

If you use a Quick Tap to sell goods or services (such as candles or gift-shop items), the Quick Tap fee applies to each sale. A sale is not a donation, and no tax receipt is issued for it. You are responsible for any sales tax on your sales. Mindful Give may limit or stop sales on Quick Taps with thirty (30) days' notice.

3.4 How We Collect What You Owe

You authorize Mindful Give to collect what you owe under this Agreement from the donations in your Stripe Account:

per-gift fees are taken from each gift when it is charged; and
everything else (plan charges, hardware, replacement fees, dispute amounts and dispute fees, and any other amount you agree to in writing) is deducted from your Stripe Account balance before a payout.

Mindful Give does not send you invoices for these amounts or charge your own bank account or card. If your balance is not enough to cover what is owed, the rest carries forward and is deducted from later payouts. Carrying an amount forward does not reduce or cancel it. You can see every fee and deduction in your dashboard.

3.5 Donors May Cover the Fee

Where the Published Pricing offers it (currently on online card gifts), a donor may choose to add an amount that covers the per-gift fee, so that you receive the full gift. It is the donor's choice, unchecked by default. The donor's receipt includes the amount they added, because it is part of their gift to you and they receive nothing in return for it.

3.6 No Fees Charged to Donors

Mindful Give does not charge donors any fee. The only amount a donor pays beyond the gift is a fee cover they choose under Section 3.5.

3.7 Fees Never Reduce a Receipt

Our fees are an operating cost of your organization. They are never deducted from the amount shown on a donor's tax receipt.

3.8 Fee Changes

Mindful Give will give you at least sixty (60) days' notice before any fee or plan charge increases, subject to any rate hold in the Published Pricing. If you do not accept an increase, you may end this Agreement by email before it takes effect, effective on any date you choose up to thirty (30) days later, with no cancellation charge; the increase does not apply to you in the meantime. A decrease may take effect immediately.

3.9 Taxes

All fees and charges are exclusive of applicable taxes (GST/HST), which are added where the law requires.

4. Refunds and Disputes

4.1 Refunds

Donations are generally not refundable. Mindful Give may refund a gift:

at your request; or
without your request, where the gift was a duplicate, was charged in error, or was not authorized by the cardholder.

A refund is returned to the donor from your Stripe Account balance, and Mindful Give returns its per-gift fee in proportion to the amount refunded. When a gift is refunded in full, its tax receipt is canceled; a canceled receipt keeps its number and that number is never reused. A partial refund is not available once a receipt has been issued for the gift. Mindful Give handles communication with the donor about a refund.

4.2 Disputes (Chargebacks)

A donor's bank may reverse a charge on a gift made to you (a "dispute"). Mindful Give will respond on your behalf where it has evidence that supports the gift. The disputed amount is deducted from your balance under Section 3.4, and Mindful Give may also recover Stripe's dispute fee the same way. If a dispute is decided in your favor, any amount already deducted for it is returned to your balance. If it is decided against you, the gift's tax receipt is canceled.

4.3 Unusual Dispute Activity

If disputes on your account are unusually high, or Mindful Give reasonably suspects fraud, Mindful Give may pause online giving or Quick Taps for your organization, hold payouts under Section 2.6, or end this Agreement under Section 10.2.

5. Tax Receipts

5.1 Authorization

You authorize Mindful Give, as your agent, to generate and deliver official donation receipts for income tax purposes under your CRA registration number.

5.2 You Are the Issuer

Every receipt is issued by and on behalf of your organization, carrying your registered legal name, registration number, address and authorized signature. You remain legally responsible for every receipt issued under your registration number, and you account to the CRA for them.

5.3 A Mechanical Service, Not Advice

Receipt generation is a mechanical and administrative service based on your information and settings. It is not legal or tax advice. Mindful Give does not decide whether a gift qualifies for a receipt, whether a donor received an advantage, or what amount is eligible. You are responsible for those decisions, including reducing the eligible amount where a donor receives a benefit.

5.4 Your Information

You will keep your receipt information accurate and current: your registered legal name (as recorded with the CRA), registration number, address, place of issue and authorized signatory, including anything Mindful Give entered for you during setup. Please check them in Settings. Mindful Give is not liable for a receipt error in information you provided or approved.

5.5 What a Receipt Contains

Each receipt includes the information the Income Tax Act and CRA guidance require, including:

your registered legal name, registration number and address;
the donor's name and address;
the place or locality where the receipt was issued;
the date the gift was received and the date the receipt was issued;
the amount of the gift, a description and the amount of any advantage the donor received, and the eligible amount, in Canadian dollars;
a unique serial number;
your authorized signature;
a statement that it is an official receipt for income tax purposes; and
the name and website address of the Canada Revenue Agency (canada.ca/charities-giving).

5.6 Numbering

Receipts are numbered in sequence for your organization, with no gaps. A number is never reused, including the number of a canceled receipt.

5.7 Delivery

Receipts are delivered to donors by email and kept in the donor's Mindful Give account. On your donation page, a donor may choose to have a gift included in one receipt at the end of the year instead. When a donor registers a card and three or more of their earlier gifts are receipted at once, one email may point the donor to all of them. A receipt can be issued only once Mindful Give has the donor's name, address and email; a gift given without them (for example, a Quick Tap gift from a card that has not been registered) is receipted if and when the donor provides them.

5.8 Your Access

You may view and download every receipt issued under your registration number in your dashboard at any time, and you will tell Mindful Give promptly about any error you find. Mindful Give corrects, at no charge, any receipt error caused by the Platform.

5.9 Records

Mindful Give keeps copies of receipts and donation records for at least seven (7) years and will provide copies to you, or to the CRA at your written request.

6. Donor Data and Privacy

6.1 Donor Data Collected

Mindful Give collects donor information on your behalf, including name, email address, mailing address, phone number (if given), gift amounts and dates, payment method type (card brand and last four digits only), and communication preferences. Mindful Give never stores full card numbers or security codes.

6.2 Ownership

Donor data collected in connection with gifts to your organization belongs to you. Mindful Give processes it on your behalf to accept gifts, issue receipts and communicate with donors. A donor who gives to more than one charity has one Mindful Give account, kept under the Privacy Policy.

6.3 Mindful Give's Use

Mindful Give may use anonymized, aggregated data that does not identify any donor or your organization to operate, improve and report on the Platform (for example, total giving across all charities). Mindful Give will never sell donor data. Mindful Give may name your organization as a customer; tell us and it will stop.

6.4 Your Obligations

You will handle donor data in line with the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy law.

6.5 Export

You may export your donor and donation data at any time from your dashboard, and for ninety (90) days after this Agreement ends.

6.6 Retention

Mindful Give keeps donation and receipt records, and the donor data that goes with them, for at least seven (7) years to meet CRA record-keeping requirements.

6.7 Breach Notification

If a breach affects your donors' personal information, Mindful Give will notify you within seventy-two (72) hours of confirming it and will cooperate with your own obligations under PIPEDA.

7. Donor Communications

7.1 Messages to Donors

Donation confirmations, tax receipts, recurring-gift notices and account messages are sent by Mindful Give, from Mindful Give's email system, on your behalf.

7.2 Donor Questions

Mindful Give is the first point of contact for donor questions about payments, refunds, disputes, tax receipts, recurring gifts and accounts. Questions about your programs or how you use gifts are passed to you.

7.3 Other Messages

Mindful Give may send other messages to your donors on your behalf, such as impact updates or giving reminders, using content you provide or approve.

7.4 Anti-Spam

Messages comply with Canada's Anti-Spam Legislation (CASL). Donors may unsubscribe from non-transactional messages at any time.

8. Your Commitments

8.1 Registration

You confirm that:

you are a registered charity or other qualified donee in good standing with the CRA, and your registration number is valid; and
you are not subject to any CRA sanction, suspension or revocation proceeding that affects your ability to issue receipts.

8.2 Authority

The person accepting this Agreement confirms that they are authorized to accept it for your organization, by its governing board or by the body that governs it (such as a diocese), to appoint Mindful Give as your agent under Section 1.2, and to designate who signs your receipts.

8.3 Ongoing Obligations

You will:

tell Mindful Give within five (5) business days of any change to your CRA registration status;
keep your organization's information on the Platform and in your Stripe Account accurate and current;
follow all applicable laws, including the Income Tax Act, PIPEDA and CASL, and Stripe's terms; and
use the Platform only to raise legitimate donations and for sales under Section 3.3.

9. If Your CRA Registration Changes

Mindful Give may check your registration against the CRA's public records at any time. If Mindful Give learns that your authority to issue receipts is suspended, or that your registration is revoked or annulled:

Mindful Give will stop issuing receipts for your organization and will tell you by email;
while you cannot issue receipts, Mindful Give will either pause your donation pages, Quick Taps and recurring gifts (recurring gifts are paused, not canceled), or tell each donor, before they give, that no tax receipt can be issued;
payouts continue, except as set out in Section 2.6;
if your authority to issue receipts is restored, receipting and anything paused resume; and
if your registration is revoked or annulled, Mindful Give may end this Agreement under Section 10.2 and will pay out your balance, less what you owe, unless a court or regulator directs otherwise.

10. Ending This Agreement

10.1 By You

You may end this Agreement, and Mindful Give's authority as your agent, at any time by giving thirty (30) days' notice by email to support@mindfulgive.com. There is no cancellation fee.

10.2 By Mindful Give

Mindful Give may end this Agreement:

with thirty (30) days' notice, for any reason;
immediately, if your CRA registration is revoked or annulled (Section 9);
immediately, if you materially breach this Agreement and do not fix the breach within fifteen (15) days of notice; or
immediately, if Mindful Give reasonably determines that continuing creates a serious legal, regulatory or financial risk.

10.3 What Happens When It Ends

New donations stop at the end of the notice period. Gifts already in progress may be completed.
Recurring gifts are canceled, and Mindful Give notifies the affected donors.
Your remaining balance is paid out within thirty (30) days, after deducting what you owe under Section 3.4. Mindful Give may hold back an amount for up to one hundred and twenty (120) days while disputes remain open, and the replacement fee in Section 12.5 for each Quick Tap Mindful Give supplied until it is returned.
Quick Taps that Mindful Give supplied and still owns are returned under Section 12.7.
Your data remains available for export for ninety (90) days (Section 6.5), and records are kept as set out in Section 5.9.
You stop using Mindful Give's name and logos within seven (7) days.

10.4 Obligations That Continue

Ending this Agreement does not cancel obligations that arose before it ended, including amounts owed (among them any amount your final payout did not cover), pending payouts and receipt records.

11. General Terms

11.1 Limitation of Liability

To the extent the law allows, Mindful Give's total liability under this Agreement will not exceed the fees you paid Mindful Give in the twelve (12) months before the event giving rise to the claim. Mindful Give is not liable for indirect, incidental, special, consequential or punitive damages, including lost donations, lost revenue or harm to reputation. Mindful Give is not responsible for the acts or omissions of Stripe, card networks or banks. This limit does not apply to Mindful Give's duty to pay out your balance under Section 2.4 or to return an amount it deducted in error.

11.2 Indemnity

You will indemnify Mindful Give against claims arising from:

your breach of this Agreement;
a misstatement of your CRA registration status;
inaccurate information you provided for receipts;
your breach of applicable law; or
a donor's claim about how your organization used a gift.

11.3 Changes to This Agreement

Mindful Give may update this Agreement by giving you at least thirty (30) days' notice by email and in your dashboard (sixty (60) days for a fee increase, under Section 3.8). The update takes effect on the date given in the notice, and continuing to use the Platform after that date means you accept it. If you do not agree, you may end this Agreement by email before that date, effective on any date you choose up to thirty (30) days later, and the update does not apply to you in the meantime.

11.4 Governing Law

This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada that apply there. Disputes will be resolved in the courts of Alberta.

11.5 Language

This Agreement is written in English, and the English version governs. Translations of the Platform or of summaries of this Agreement are for convenience only.

11.6 Entire Agreement

This Agreement, the Published Pricing, the Terms of Service and the Privacy Policy are the entire agreement between us on this subject. If they disagree, this Agreement governs, then the Published Pricing, then the Terms of Service and the Privacy Policy. They replace every earlier version of this Agreement and any earlier understanding about the same subject, except a written price, plan or pilot arrangement made with you, which continues on its own terms.

11.7 Severability

If any part of this Agreement is found unenforceable, the rest remains in effect.

11.8 Assignment

You may not assign this Agreement without Mindful Give's written consent. Mindful Give may assign it as part of a merger, acquisition or sale of all or substantially all of its business.

11.9 Force Majeure

Neither of us is liable for a delay or failure caused by events beyond its reasonable control, including natural disasters, government action, and payment network, cellular or internet outages.

11.10 Notices

Notices under this Agreement are sent by email: to you, at the contact email on your account; to Mindful Give, at support@mindfulgive.com.

11.11 No Waiver

If Mindful Give does not collect an amount when it is due, it can still collect it later. Mindful Give will tell you before deducting any amount that is more than ninety (90) days old.

12. Quick Taps

12.1 What This Section Covers

This Section applies if you use Quick Taps. A "Quick Tap" is an in-person giving device (a Stripe Reader S710 running Mindful Give's software, with its own cellular service). A "holder" is a kiosk, display, tabletop or basket that holds a Quick Tap.

12.2 The Two Plans

(a) Everything Plan. Mindful Give supplies the Quick Tap. The plan charge is $75 per Quick Tap, per month, and includes the software, the cellular service, and repair or replacement for defects and normal wear. Mindful Give owns the Quick Tap until ownership passes to you under Section 12.3.
(b) Manage Plan. You buy the Quick Tap for $449 and own it from delivery. The plan charge is $20 per Quick Tap, per month, and includes the software and the cellular service.

Plan charges apply for each calendar month a Quick Tap is on your account, until Mindful Give receives a supplied Quick Tap back or it is reported lost or stolen, or until you email Mindful Give to end a Manage Plan Quick Tap's service. Where the Published Pricing offers a system rate (currently $59 per Quick Tap, per month, on the Everything Plan, for a group of three or more charities under one umbrella or one charity with ten or more Quick Taps), it applies from the month after Mindful Give confirms in writing that your system has signed on, on the terms published there, including how long the rate is held.

12.3 Ownership After 24 Months

Once the Everything Plan has been charged for a Quick Tap for 24 months, ownership of that Quick Tap passes to you, and it moves to the Manage Plan charge from the next month. The months need not be in a row, and months charged at the system rate count. A replacement Quick Tap Mindful Give sends under Section 12.5 continues the count of the one it replaces; a returned Quick Tap's count ends.

12.4 Holders

Holders are bought once at the Published Pricing, plus shipping and tax, and are yours from delivery.

12.5 Looking After a Supplied Quick Tap

While Mindful Give owns a Quick Tap, you are responsible for its safekeeping and proper use. You may place it at another location, such as a partner business, if you tell Mindful Give where it is; it remains in your care there. You will not sell it, lend or transfer it to another organization for that organization's own use, or open, modify or try to repair it.

If a supplied Quick Tap is lost, stolen or damaged:

(a) Defect or normal wear. Mindful Give repairs or replaces it at no charge.
(b) Accidental damage. Such as a drop or a spill. The first occurrence for your organization in any rolling twelve (12) months is replaced at no charge. After that, the replacement fee applies.
(c) Theft. Tell Mindful Give right away so it can shut the Quick Tap off, report the theft to the police, and send Mindful Give the police file number. The replacement fee applies.
(d) Loss, misuse or non-return. If a Quick Tap is lost, damaged through misuse or neglect, or not returned under Section 12.7, the replacement fee applies.

The replacement fee is $450 per Quick Tap. It is the price of the new Quick Tap Mindful Give sends you, and reflects what a new Quick Tap, its setup and its shipping cost Mindful Give. If a Quick Tap is not returned, you may keep it instead: the fee is its price, and once it is paid the Quick Tap is yours. The fee is collected under Section 3.4, plus applicable tax, in addition to any plan charges already owed.

12.6 Quick Taps You Own

A Quick Tap you own (on the Manage Plan, or after ownership passes under Section 12.3) is yours, and so is the risk of its loss, theft or damage. Mindful Give will help you diagnose a problem with it; any repair or replacement is at your cost, at the Quick Tap price in the Published Pricing. Ending a Quick Tap's Manage Plan service ends Mindful Give's software and cellular service on it.

12.7 Returning a Supplied Quick Tap

If this Agreement ends, or you tell Mindful Give you want to stop using a Quick Tap that Mindful Give still owns, you will return it within fourteen (14) days, following the return instructions Mindful Give gives you. Returning it ends its plan charge, and there is no charge for returning it early. Anything else you owe is still owed. A Quick Tap not returned within that time is treated as lost under Section 12.5(d).

12.8 Tamper Protection and Card Data

Quick Taps have tamper protection that can permanently disable one that is opened or attacked. Card data is encrypted by the Quick Tap when the card is tapped or inserted and is never stored on it in usable form, so a lost or stolen Quick Tap does not expose donors' card data.

12.9 Quick Taps Already in Use

A Quick Tap Mindful Give supplied before this version is on the Everything Plan, and the months already charged for it count toward Section 12.3. A holder you paid for is yours.

Acceptance

By accepting this Agreement during onboarding or in your dashboard, you confirm that:

you have read and understood this Agreement, including Section 12 if you use Quick Taps;
you are authorized to accept it for your organization, by its governing board or the body that governs it, and to appoint Mindful Give as your agent;
your organization is a registered charity or other qualified donee in good standing with the Canada Revenue Agency;
the information you have given Mindful Give is accurate and complete; and
your organization agrees to be bound by this Agreement.

Genstate Integrity Group, Inc., operating Mindful Give — Version 4.0