Kayana Aid Terms & Conditions

These Terms and Conditions ("Terms") govern access to and use of Kayana Aid ("Platform"), operated by Kayana for Business Limited, and any and/or other related entities under the Kayana for Business company structure (including Kayana World Limited, Kayana Ireland Limited, Kayana for Business Australia LLC, and Kayana for Business Canada) (collectively, "Kayana", "we", "us" or "our").

The Platform provides technology, software, hardware integrations, verification tools, fundraising infrastructure, and related services that connect donors, supporters, causes, charities, non-profit organisations, community projects, and beneficiaries globally.

By accessing or using the Platform, Users agree to be bound by these Terms.

1. DEFINITIONS

"Cause" means any charity, non-profit organisation, grassroots initiative, emergency relief campaign, educational programme, food support programme, community project, beneficiary or fundraising activity listed on the Platform.

"Merchant" means any organisation, charity, foundation, trust, non-profit organisation, project owner, beneficiary organisation or fundraising entity registered on the Platform.

"Donor" means any person making a donation through the Platform.

"PSP" means any payment service provider, payment gateway, acquiring bank, processor, electronic money institution or financial intermediary.

"Partner" means any third-party service provider engaged by Kayana.

"Vulnerable Individual" means any beneficiary, minor, or other individual depicted or referenced in Cause or campaign content who may require additional safeguarding protections.

2. NATURE OF THE PLATFORM

Kayana is solely a technology platform provider.

Kayana is not:

• a bank;
• a payment institution;
• an electronic money institution;
• a trustee;
• a fiduciary;
• a charity regulator;
• a financial adviser;
• a custodian of funds;
• an escrow provider.

All financial transactions are processed by independent PSPs.

Kayana does not guarantee the legitimacy, effectiveness, suitability or compliance of any Cause.

3. ELIGIBILITY

Users represent and warrant that they:

• (a) are at least 18 years old;
• (b) possess legal capacity;
• (c) have the authority to bind any organisation they represent;
• (d) comply with applicable laws;
• (e) are not subject to sanctions restrictions.

Notwithstanding paragraph (a), a campaign may be run by or on behalf of a minor where it is registered and supervised by a parent, guardian, teacher, or other responsible adult who acts as the account holder and accepts these Terms on the minor's behalf, consistent with our Privacy Policy.

4. GLOBAL REGULATORY COMPLIANCE

Users shall comply with all applicable laws relating to:

• charitable fundraising;
• anti-money laundering;
• sanctions;
• anti-bribery;
• anti-corruption;
• consumer protection;
• privacy;
• taxation;
• financial crime prevention.

Users remain solely responsible for compliance in their own jurisdiction.

5. VERIFICATION

Kayana may conduct:

• KYC checks;
• KYB checks;
• sanctions screening;
• AML reviews;
• fraud assessments;
• document verification.

Verification does not constitute approval, endorsement, certification or guarantee.

Kayana applies enhanced due diligence to donations or transactions that are large, unusual, or otherwise flagged as higher-risk under its AML policies.

6. DONATIONS

All donations are voluntary.

Unless required by law:

• donations are non-refundable;
• donations are irrevocable;
• Kayana has no obligation to reimburse donors.

Kayana may reject or suspend donations at its discretion.

7. PAYMENT SERVICES

All payment services are provided by PSPs.

Kayana shall not be liable for:

• payment failures;
• delayed settlements;
• chargebacks;
• banking restrictions;
• PSP actions;
• foreign exchange losses;
• payment reversals.

8. FEES

Kayana may charge:

• platform fees;
• technology fees;
• administration fees;
• verification fees;
• service fees;
• hardware fees;
• international transfer fees.

Fees may be amended at any time.

Kayana will give Users reasonable advance notice of any material fee change before it takes effect.

9. TAXES

Users are solely responsible for:

• tax reporting;
• VAT;
• GST;
• sales taxes;
• withholding taxes;
• tax deductibility assessments.

Kayana provides no tax advice.

10. USER WARRANTIES

Users represent and warrant that:

• (a) All information provided is accurate;
• (b) No information is misleading;
• (c) they possess all required rights and authority;
• (d) they will not engage in fraud;
• (e) they will not engage in money laundering;
• (f) They will comply with all laws.

11. INTELLECTUAL PROPERTY

All intellectual property rights in the Platform remain exclusively owned by Kayana and its licensors.

No rights are granted except those expressly stated.

12. USER CONTENT

Users grant Kayana a worldwide, royalty-free licence, for the duration these Terms apply and for a reasonable period thereafter for archival purposes, to use, store, reproduce, modify, distribute and display content submitted to the Platform solely for the purpose of operating, promoting, and improving the Platform and the relevant Cause's fundraising activity.

13. DATA PROTECTION

Kayana's collection, use, storage, transfer and disclosure of personal data, including international transfers, is governed by our Privacy Policy, which forms part of these Terms.

14. DISCLAIMER OF WARRANTIES

The Platform is provided:

• "AS IS"
• "AS AVAILABLE"
• "WITH ALL FAULTS"

To the fullest extent permitted by law, Kayana disclaims all warranties and representations.

15. LIMITATION OF LIABILITY

Nothing excludes liability that cannot legally be excluded.

Subject thereto:

Kayana shall not be liable for:

• indirect losses;
• consequential losses;
• loss of profits;
• loss of goodwill;
• loss of business;
• reputational damage;
• data loss.

Aggregate liability shall not exceed the greater of:

• (a) £1000; or
• (b) fees paid directly to Kayana during the preceding twelve months.

16. CHARGEBACKS, FRAUD AND PAYMENT DISPUTES

The Merchant accepts sole responsibility for all:

• chargebacks;
• retrieval requests;
• donor disputes;
• refunds;
• payment reversals;
• card scheme disputes;
• fraudulent transactions;
• unauthorised transactions.

Kayana shall have no liability whatsoever for any Chargeback Event or Fraud Event.

All liabilities arising from such events shall be borne exclusively by the Merchant.

17. RIGHT OF RECOVERY

Where any chargeback, fraud event, payment dispute, regulatory action or financial loss arises, Kayana may:

• (a) recover all amounts from the Merchant;
• (b) withhold settlements;
• (c) establish reserves;
• (d) debit any account held with Kayana;
• (e) offset amounts owed to the Merchant;
• (f) require immediate reimbursement;
• (g) suspend or terminate services.

Amounts demanded shall be payable within five (5) Business Days.

18. RIGHT OF SET-OFF

Kayana may at any time set off any amount owed by a Merchant against any amount payable by Kayana to that Merchant.

Such right applies regardless of whether the obligation is actual, contingent, present or future.

19. RESERVE ACCOUNTS

Kayana may establish rolling reserves where deemed necessary for Merchants.

Reserves may be retained for up to three hundred and sixty-five (365) days following:

• (a) the final donation;
• (b) closure of a campaign;
• (c) termination of a Merchant account.

Kayana may apply reserve funds towards any liability owed by the Merchant.

No interest shall be payable on reserve balances.

20. SECURITY REQUIREMENTS

Kayana may require Merchants to provide:

• cash reserves;
• security deposits;
• bank guarantees;
• insurance cover;
• parent company guarantees;
• personal guarantees.

Failure to provide requested security may result in suspension or termination.

21. FRAUD

The Merchant shall be solely responsible for preventing, detecting and reporting:

• fraud;
• identity theft;
• money laundering;
• sanctions breaches;
• terrorist financing;
• unauthorised fundraising activity.

Any fraud connected with a Merchant shall be deemed the Merchant's responsibility unless prohibited by law.

21A. SAFEGUARDING

Where a Cause or Merchant's campaign content depicts or references a Vulnerable Individual, the Merchant warrants that it has obtained all necessary consents for that depiction and will handle any related content in a manner that protects that individual's dignity, safety, and wellbeing. Kayana takes no responsibility relating to campaign content and reserves the right to remove or restrict content or suspend a campaign on Kayana systems, where it reasonably believes a safeguarding concern exists. For further information, you can contact us at info@kayanaforbusiness.com

22. INDEMNITY

Merchants shall fully indemnify and hold harmless Kayana, its affiliates, directors, officers, employees, contractors, shareholders, PSPs and Partners against all:

• claims;
• losses;
• liabilities;
• damages;
• penalties;
• fines;
• costs;
• legal expenses.

This indemnity includes all matters arising from:

• (a) fraud;
• (b) chargebacks;
• (c) regulatory investigations;
• (d) donor disputes;
• (e) sanctions breaches;
• (f) fundraising activities;
• (g) misuse of donations;
• (h) breaches of these Terms.

This indemnity survives termination indefinitely.

23. AUDIT RIGHTS

Kayana may request information, records, bank statements, identification documents and compliance evidence from a Merchant at any time.

Failure to comply may result in immediate suspension.

24. FORCE MAJEURE

Kayana shall not be liable for any delay or failure arising from events beyond its reasonable control, including:

• natural disasters;
• pandemics;
• cyber-attacks;
• war;
• terrorism;
• sanctions;
• internet failures;
• banking disruptions;
• PSP outages.

25. SUSPENSION AND TERMINATION

Kayana may suspend or terminate any account, campaign or service immediately and without notice.

No compensation shall be payable.

26. CONFIDENTIALITY

Users shall keep all non-public information relating to Kayana, its systems, technology, operations, and business affairs confidential.

27. DISPUTE RESOLUTION

These Terms shall be governed exclusively by the laws of England and Wales.

Any dispute shall first be subject to good-faith negotiations.

For disputes with Merchants, if unresolved, Kayana may elect to refer the matter to binding arbitration under the LCIA Rules. Seat of Arbitration: London, England. Language: English.

For disputes with Donors acting as consumers, nothing in this Section requires arbitration or waives a Donor's right to bring a claim before the competent courts of their country of residence, where mandatory local consumer-protection law so provides.

27A. LOCAL CONSUMER RIGHTS

Nothing in these Terms limits any mandatory statutory right a Donor has under the law of their country of residence, including consumer-protection law, which continues to apply notwithstanding the governing law clause above.

28. CLASS ACTION WAIVER

To the fullest extent permitted by law, and subject to Section 27A, Merchants waive participation in any class action, representative action, collective action or group litigation.

29. NO FIDUCIARY RELATIONSHIP

Nothing creates any fiduciary, trust, agency, partnership, joint venture or employment relationship.

30. ASSIGNMENT

Kayana may assign, transfer, novate or subcontract any rights or obligations without consent.

Users may not assign rights without Kayana's written consent.

31. SURVIVAL

Clauses relating to indemnities, chargebacks, reserves, recovery rights, personal guarantees, confidentiality, intellectual property, liability limitations and dispute resolution shall survive termination indefinitely.

32. ENTIRE AGREEMENT

These Terms, together with our Privacy Policy, constitute the entire agreement between the parties.

33. AMENDMENTS

Kayana may amend these Terms at any time.

Continued use of the Platform constitutes acceptance of the amended Terms.

Where amendments are material, Kayana will take reasonable steps to notify Users in advance (such as by email or an in-app notice).

34. CONTACT DETAILS

Kayana for Business Limited

Registered Office: Arch 57, Ingate Place, London SW8 3AG

Email: info@kayanaforbusiness.com

Website: www.kayanaforbusiness.com