Entered into by and between
ROUND UP™ FOUNDATION
Non Profit Organisation Registration Number 028-184-NPO,
Public Benefit Organisation Registration Number 930010701
(Hereinafter referred to as "Round Up")
Non Profit Organisation Registration Number ................................
Public Benefit Organisation Registration Number .................................
Who by his/her signature warrants his/her authority to enter into this agreement.
(Hereinafter referred to as "the Beneficiary”)
Beneficiary Agreement Round Up Oct 2007
Standard Terms and Conditions: Beneficiaries
1.1 Notwithstanding the date of signature of this agreement by the last party to sign this
agreement, this agreement shall commence on ……………….. and be valid for a
period of 3 (three) year/s.
1.2 This agreement shall be deemed to be automatically renewed on an annual basis
for a further 1 (one) year period in the absence of any written indication from Round
Up to the contrary given 60 (sixty) days or more prior to the end of the current
period of the agreement.
1.3 The termination of this agreement may be effected in writing by either party and
shall at all times be subject to a minimum of 1 (one) month’s notice period in
respect of that termination. Such notice shall commence to run on the first day of
the month succeeding the month in which the notice is given.
2. THE RIGHTS AND OBLIGATIONS OF ROUND UP
2.1 The Parties each acknowledge and agree that all funds which Round Up receives
from those entities which facilitate the collection of funds from members of the
public for donation to Beneficiary/ies (“Service Providers”) and which funds Round
Up has the obligation to remit to the Beneficiary in terms of this agreement.
2.2 Round Up shall at all times conduct itself in a manner consistent with the aims and
ideals of a public benefit organisation and/or non-profit organisation, as defined in
South African legislation pertaining to public benefit organisations and non-profit
organisations which is in force from time to time.
2.3 Round Up shall at all times conduct itself in accordance with the provisions of its
Constitution, as amended from time to time.
2.4 The Beneficiary acknowledges and agrees that the entering into of this agreement
by the Beneficiary and Round Up does not
2.4.1 provide the Beneficiary with an automatic entitlement to receive funds
collected by Round Up from Donor Members or Collection Partners, unless
Donor Members or Collection Partners nominate the Beneficiary as the
organisation to whom the Donor Members in question wish the funds
received by Round Up from such Donor Members to be paid.
2.4.2 oblige Round Up in any way whatsoever to procure that Donor Members
nominate the Beneficiary as an organisation to whom they wish the funds
received from Donor Members to be paid.
2.5 The funds raised by Round Up from the customers of Service Providers (“Donor
Members”) in terms of the Social Responsibility Collection Partnership Agreement
who utilise Round Up’ operations in favour of the Beneficiary shall be subject to an
administration fee of no more than 10% (ten percent). This administration fee shall
be deducted by Round Up from the amounts received from the Donor Members
prior to remittance of funds by Round Up to the Beneficiary (“net proceeds”)
2.6 The net proceeds raised by Round Up from Donor Members in any calendar
month, will be remitted by Round Up to the Beneficiary within 35 ( thirty five) days
after the last day of the month in which they were collected from the Service
2.7 If the Beneficiary’s entitlement to funds from Donor Members is less than R1500
(one thousand five hundred Rand) per month, Round Up shall remit the funds to
the Beneficiary only when an amount of R1500 (one thousand five hundred Rand)
has been accumulated. Where the Beneficiary’s entitlement to funds from Donor
Members is less than R1500 (one thousand five hundred Rand), the Beneficiary
shall receive a monthly statement of the value of the funds held by Round Up which
are to be remitted to the Beneficiary in terms of this agreement.
2.8 The Beneficiary shall only become entitled to the funds from Donor Members when
the funds are transferred by Round Up by Electronic Funds Transfer into a bank
account nominated by the Beneficiary in writing.
2.9 It is recorded that the books of account of Round Up, which record the funds raised
and disbursed by Round Up, shall, in accordance with the provisions of Round Up’
constitution, be the subject of an annual interim audit and an annual final audit
carried out by Round Up’ auditors with intervals of not more than 6 (six) months
each between each respective interim and final audit.
2.10 Round Up shall at all times be entitled to release information when Round Up
believes, in good faith, that the release and/or disclosure of such information.
2.10.1 will be to the benefit of the Beneficiary; or
2.10.2 is reasonably required by Round Up
184.108.40.206 to comply with the law;
220.127.116.11 to enforce or apply the terms of any lawful agreements between
Round Up and a third party; or
18.104.22.168 to protect the rights, property or safety of Round Up.
2.11 On suspension of the relationship between Round Up and the Beneficiary in terms
of clause 3.8 below, any funds raised for the Beneficiary shall, within 3 (three)
months of that suspension, be remitted to
2.11.1 some other beneficiary/ies nominated by Round Up, unless a Donor Member,
in response to written communication referred to in clause 2.12, provides
Round Up with written nomination of an alternative beneficiary to receive the
funds, in which case the funds shall be remitted to such alternate beneficiary;
2.11.2 any third party as may be required by law.
2.12 Round Up shall forthwith communicate in writing the suspension of this Agreement
to its Service Providers, Donor Members and any further beneficiaries nominated
by the Donor Members in terms of clause 2.11.1
2.13 The Beneficiary acknowledges and agrees that the Round Up software system, SA
Patent 2003/4236, and all add-ons, enhancements and modifications thereto as
well as all intellectual property developed in connection therewith by any person at
the instance of the Patent owner, J L Rose or her assigns or at the instance of the
Service Provider or the Beneficiary (which intellectual property includes, but is not
limited to all schemes, devices, mechanisms, proposals, originated ideas, concepts
and/or fund-raising solutions utilised by Round Up) (“the Round Up Patent”) shall at
all times remain the sole property of J L Rose or her assigns from time to time. The
Beneficiary has no rights or claims of whatsoever nature to the Round Up Patent.
3. THE OBLIGATIONS OF THE BENEFICIARY
3.1 acknowledges that the approved Application for Funding form and the information
contained therein, a copy of which has been initialed by Round Up and the
Beneficiary and attached hereto as Annexure “B”, is the basis upon which Round
Up has entered into this agreement;
3.2 shall allocate the funds received from Round Up as stipulated in the Application for
Funding form. The Beneficiary shall not be entitled to allocate the funds other than
as stipulated on the Application for Funding Form without the prior written consent
of Round Up;
3.3 shall on inception of this agreement as provided for in clause 1.1 above, provide
Round Up with its latest audited Financial Statements and thereafter make its latest
audited Financial Statements available to Round Up on an annual basis, or within
45 (forty five) days following a written request by Round Up to the Beneficiary for
provision of such latest audited Financial Statements.
3.4 acknowledges that Round Up has an interest in the disbursements made by the
Beneficiary from funds raised by Round Up from the Service Providers on behalf of
3.5 shall no less than once every 12 (twelve) months provide Round Up with a written
report setting out how the funds the Beneficiary received from Round Up were
utilized by the Beneficiary during the period between the written report in question
and the previous written report provided by the Beneficiary to Round Up.
3.6 upon written notice by Round Up to the Beneficiary, provide Round Up, its
employees and agents with reasonable access to the books of account of the
Beneficiary relating to the projects for which Round Up has provided funds to the
Beneficiary in terms of this Agreement as may reasonably be necessary to Round
Up, having regard to Round Up rights and obligations in terms of this Agreement.
3.7 shall provide Round Up with a written report, at intervals of not more than 3 (three)
months which shall include, but not be limited to, the following information:
3.7.1 for each period of 3 (three) months, a Certificate of Funds Received and
Disbursed (a pro forma copy of which is attached hereto as Annexure A) (“the
Funds Certificate”) issued by the Treasurer of the Beneficiary, or some other
individual occupying an equivalent position, setting out, amongst other things,
the exact amount of funds received by the Beneficiary from Round Up
3.7.2 visual records including photographs and/or videos providing proof and
examples of the utilization by the Beneficiary of the funds received by the
Beneficiary from Round Up (“the Visual Records”). The Beneficiary shall not
be entitled to claim a reimbursement from Round Up for the costs the
Beneficiary incurs in producing the Visual Records.
3.7.3 any other information which Round Up may reasonably request from the
Beneficiary in writing, from time to time.
3.8 agrees that Round Up may publish the Funds Certificate and the Visual Records on
Round Up’ website for viewing by members of the public.
3.9 agrees that Round Up may publish extracts from the Funds Certificate and Visual
Records in the media, advertising or marketing literature utilized by Round Up to
promote its fundraising activities.
3.10 acknowledges and agrees that Round Up shall retain all rights in respect of
documentation produced by the Beneficiary for Round Up, including the written
reports referred to in clause 3.5, the beneficiary's fund allocation reports,
photographs and videos.
3.11 shall not disclose or reproduce any data or information pertaining to the business
operations or any other information of a confidential or proprietary nature of Round
Up, without Round Up’ prior written consent, and shall restrict the use of such data
for purposes stipulated by Round Up in writing from time to time.
3.12 acknowledges and agrees that Round Up reserves the right, in its sole and
absolute discretion, to give written notice to the Beneficiary of its intention to
suspend the terms of this Agreement for a period of at least 6 (six) months, if the
Beneficiary fails to attract sufficient interest and donations from prospective Service
Providers and Donor Members which would result in a financially realistic payment
of contributions in particular if the Beneficiary’s monthly entitlement is to funds of
less than R100.00.(One hundred Rand)
3.12.1 the Beneficiary shall, subject the provisions of clause 2.11 above, no longer
be entitled to receive any funds which have been collected by Service
Providers for distribution to the Beneficiary from the date of written notice of
suspension of this Agreement
3.12.2 Round Up shall, in its sole and absolute discretion, be entitled to revive the
agreement upon receipt by Round Up of a written motivation from the
Beneficiary setting out the grounds for revival of the agreement.
3.13 agrees that upon receipt by the Beneficiary of written advice of the dissolution of
the Round Up Foundation, suspension or cancellation of this agreement, the
Beneficiary shall, at its own cost and within 30 (thirty) days of receipt of the written
advice, remove all logos/name and links to websites pertaining to Round Up from
the Beneficiary’s stationery, electronic communications and websites.
4. MARKETING OBLIGATIONS OF THE BENEFICIARY
4.1 Round Up shall, at all times having regard to the financial circumstances of the
Beneficiary, be entitled to require the Beneficiary, at the Beneficiary’s own cost:
4.1.1 to use the its best endeavours to actively communicate Round Up’ method of
fundraising to the database of Donor Members and regular contributors on a
continuous basis through its established communication channels.
4.1.2 to use the its best endeavours to communicate details of funds received from
Round Up to its data base of Donor Members and regular contributors and
continually reinforce the message of the Round Up fundraising mechanism,
participation and creating measurable results as set out on the document
attached to this agreement as Annexure B.
4.2 The Beneficiary shall:
4.2.1 allow its approved logo/s and name to be displayed on the Round Up website
and allow Round Up to provide links to the Beneficiary’s website, if any, from
the Round Up website. Round Up shall, at its own discretion, be entitled but
22.214.171.124 to display the approved logo/s and name of the Beneficiary on
the Round Up website; or
126.96.36.199 to provide links to the Beneficiary’s website, if any, from the
Round Up website.
4.2.2 allow Round Up, at Round Up’ sole discretion, to use the Beneficiary’s
approved logo/s and name in any advertising or marketing literature utilized
by Round Up to promote Round Up fundraising activities. Round Up will
communicate the use of the Beneficiary’s logo/s and name, to the
Beneficiary, prior to any public advertising or marketing.
5. SUSPENSION / CANCELLATION
5.1 Notwithstanding the notice provisions of clause 7, Round Up shall be entitled, at its
own discretion to either suspend this agreement or cancel this agreement forthwith,
on written notice to the Beneficiary where the Beneficiary fails to
188.8.131.52 comply with any of the statutory requirements governing the
conduct of public benefit organizations, and/or
184.108.40.206 comply with the financial reporting obligations of the Beneficiary
provided for in clause 3.
5.2 In the event that Round Up suspends this agreement pursuant to the provisions of
this clause 5, then the provisions of clauses 2.11 and 3.12 shall apply mutatis
5.3 In the event that the Beneficiary challenges the cancellation or suspension by
Round Up of this Agreement pursuant to this clause 5, the Beneficiary shall bear
the onus of proving why the Agreement should not have been suspended or
cancelled, as the case may be.
5.4 The Beneficiary acknowledges by its signature hereto that the cancellation or
suspension of the Agreement (as the case may be) by Round Up shall immediately
entitle Round Up to distribute the funds to any other beneficiaries in Round Up’ sole
and absolute discretion, until such time as the Donor Members nominate an
alternative beneficiary. Forthwith from the date of suspension or cancellation of this
Agreement, and notwithstanding a challenge by the Beneficiary of the suspension
or cancellation of this Agreement, the Beneficiary shall have no claim of remittance
of any of the funds in Round Up’ possession which may have been collected by
Round Up for intended remittance to the Beneficiary.
5.5 Round Up shall communicate the cancellation of the agreement to its Service
Providers and Member Donors.
6. NO LIABILITY
6.1 Neither party shall be responsible for the performance of the obligations of the
other during the subsistence of the Agreement; save for such activities as may from
time to time lawfully be conducted for and on behalf of the Beneficiary, and those
activities within the scope of the fundraising activities of Round Up.
6.2 The parties agree and acknowledge that, in addition to the provisions of clause 2.4,
Round Up shall in no way be obligated to provide funds to the Beneficiary, neither
as an agent, sub contractor, donor or otherwise, either in respect of any obligation
related by, and including but not limited to, operation of law and contract, except as
provided for in this agreement.
Should either party commit a breach of any provision of this agreement and fail to remedy
such breach within 7 (seven) days after receiving written notice from the other party
requiring him to do so; then the party aggrieved by such breach shall be entitled without
further notice and without prejudice to his other rights in law (or in terms of this agreement)
to cancel this agreement, or to claim specific performance of all the defaulting party’s
obligations, and in either event, without prejudice to the aggrieved party’s rights to claim
damages either in terms of this agreement or in law.
8.1 The parties choose as their domicilia citandi et executandi for all purposes under
this agreement, whether in respect of court process, notices or other documents or
communications of whatsoever nature (including the exercise of any option), the
8.1.1 Round Up:
Postal Address: Physical Address:
P O Box 2000 34 Fricker Road
Telefax No: 011-467-0952
Attention: J L Rose
8.1.2 The Beneficiary: ……………………..
Postal Address: Physical Address:
8.2 Any notice or communication required or permitted to be given in terms of this
Agreement shall be valid and effective only if in writing but it shall be competent to
give notice by telefax.
8.3 Any party may by notice to the other party change the physical address chosen as
its domicilium citandi et executandi to another physical address in the Republic of
South Africa or its telefax number, provided that the change shall become effective
on the 7th business day from the deemed date of receipt of the notice by the
8.4 Any notice to a party:-
8.4.1 sent by prepaid registered post (by airmail if appropriate) in a correctly
addressed envelope to it at its domicilium citandi et executandi shall be
deemed to have been received on the 7th business day after posting (unless
the contrary is proved);
8.4.2 delivered by hand to a responsible person during ordinary business hours at
its domicilium citandi et executandi shall be deemed to have been received
on the day of delivery; or
8.4.3 sent by telefax to its chosen telefax number shall be deemed to have been
received on the date of dispatch (unless the contrary is proved).
8.5 Notwithstanding anything to the contrary herein contained a written notice or
communication actually received by a party shall be an adequate written notice or
communication to it notwithstanding that it was not sent to or delivered at its chosen
domicilium citandi et executandi.
9.1 This agreement constitutes the whole agreement between the parties, and no
addition, variation or consensual cancellation thereof shall be of any force or effect
unless reduced to writing and signed by the parties.
9.2 This agreement is subject to all legislation in force and effect as at the date of
signature of the party last signing this agreement.
9.3 If any dispute, difference, impasse or deadlock (“a dispute”) arises between the
parties in connection with this agreement or the subject matter hereof, the parties
shall attempt to agree on the appointment of an independent third party to resolve
the dispute. Failing their agreement in writing as to the identity of the independent
third party within 7 (seven) days of a dispute being declared, the dispute shall be
referred by the parties to the then senior partner of Bowman Gilfillan, who shall
appoint an independent third party to resolve the dispute, appropriate to the nature
of the dispute. In each case, the independent third party shall act as an expert and
not as an arbitrator and his written decision shall be final and binding on the parties.
9.4 The failure by any Party to enforce any provision of this agreement shall not affect
in any way that Party’s right to require performance of the provision at any time in
the future, nor shall the waiver of any subsequent breach nullify the effectiveness of
the provision itself.
9.5 The parties agree and undertake to keep all aspects of their relationship, including,
but not limited to the terms of this agreement confidential, and not to disclose any
aspects thereof to any third parties, save for those express disclosures provided for
in terms hereof.
9.6 The validity of this Agreement, its interpretation, the respective rights and
obligations of the Parties and all other matters arising in any way out of it or its
expiration or earlier termination for any reason shall be determined in accordance
with the laws of the Republic of South Africa.
THUS DONE AND SIGNED AT _____________ on this day 2006.
For and on behalf of THE ROUND UP FOUNDATION
THUS DONE AND SIGNED AT _____________ on this day 2006.
For and on behalf of The Beneficiary
NB: This certificate must be completed and signed by the Financial Officer or Treasurer. The certificate
must be completed on a quarterly basis at the end of March, June, September and December of each year.
Failure to complete and submit this certificate to The Round Up Foundation may result in a delay in funds
being remitted or in cancellation of the Beneficiary Agreement.
Fax this form to: 011-467-0351 or email it to: firstname.lastname@example.org and post the original
document to P.O. Box 2000, Witkoppen, 2068
CERTIFICATE OF FUNDS RECEIVED AND DISBURSED
Trading name of Beneficiary: ___________________________________________________
Registration Number: ___________________________________________________
Reporting Period: _________________________________________(eg 1 Jan 07 to 31 Mar
1 FUNDS RECEIVED FOR THIS PERIOD R
I certify that the statements given in respect of funds received from the Round Up Foundation for this
accounting period are correct.
FINANCIAL OFFICER TREASURER
IF YOU ARE A REGISTERED PUBLIC BENEFIT ORGANISATION PLEASE COMPLETE THE FOLLOWING STEPS TO APPLY FOR LISTING AS A
BENEFICIARY OF ROUND UP FOUNDATION
Please complete the information requested in points 1 – 15 before you proceed to Section 2
DETAILS OF YOUR ORGANISATION
1 Registered name of your organisation
1a Trading name (if applicable)
2 Your NPO registration number
2a Date of registration
3 What type of organization are you? E.g.
Trust, Foundation etc.
4 4. PBO Number
4a 4.a Date of registration.
5 5. Income tax reference number
6 Your telephone number and code
6a Speak to: (Name)
7 Postal address
9 Your fax number and code
10 Your email address
11 Your organisation’s Website address
12 Mobile phone number:
12a Speak to (Name)
13 Banking details
o Name of bank
o Type of account (eg Current)
o Account number
14 Person responsible for decision making
14a Designation of this person
15 Name of your Audit firm
o All applications are subject to a process of assessment and review. You may be asked to submit further information in addition to the
information requested in this application form.
o You will be notified, in writing, if your application has been approved or declined.
o Only approved applications are eligible for consideration of funding via Round Up Foundation.
o The Round Up Foundation does not guarantee funds to any organisation. Round Up Foundation acts as an intermediary between donors and
beneficiaries and therefore PBO’s should not rely on this funding for core operating needs.
o Round Up Foundation cannot guarantee ongoing support, as donors have the choice of the organisations that they will fund.
o Donations and funding are not considered for political parties, religions, churches, or for any for-profit organisations or any
project/activity/organisation that has objectives infringing on the Bill of Rights, the Constitution of South Africa, or the Laws of South Africa or
any other country.
Please provide information for each of the following points
1. Briefly describe the main purpose of your organisation.
2. What service/s does your organisation provide?
3. What section of the population/group benefits from projects run by your organization
GROUP Tick *
HIV AIDs - Children
HIV AIDS - Adults
Community Based Organisations
4. Are you able to supply statistical information of the benefits provided by your organisation and in
what format is this data?
5. In which province/s of South Africa do you operate? Name the specific communities/areas in
6. Are there defined and measurable performance indicators of your projects or the benefits your
organisation provides? YES/NO provide details.
7. Are you an umbrella body OR do you belong to an umbrella body? Provide details
8. Are you affiliated to another organisation? Provide details.
9. Are you currently receiving funding from South African Companies or Foundations? Or
International Grants ? Please specify.
10. Do you collaborate with other organisations in your sector that have similar goals? Specify.
11. Please fill in numbers of people drawing a salary, monetary benefits or benefits in kind,
including directors, board members and volunteers. Estimate allowances and expenses (Travel,
petrol etc) and include this in salary package.
PAID STAFF VOLUNTEERS
No. of full time No. of part time No. of full time volunteers No. of part time
staff staff volunteers
Please indicate salaries as follows:
Salary/benefit range Number of staff on this level
> R8 000
> R10 000
Above R20 000
12. Describe the structure of your organisation.(Governing body/Board of Directors/Office bearers)
12b Please provide full details of your Governing body etc in a cover sheet detailing the duties and
responsibilities of board/ governing body.
12c Name and positions of 3 Members of Management Committee:
13. Financial records
To verify the transparency and credibility of your organisation, the minimum disclosure we require
o Audited Financial Statements
o Statement of projects compared to performance predications
o Your current operating budget
o Are you able to provide this information? YES/NO
14: External references: Please provide 3 credible references from the community
Please provide 3 references funders/donors
Section 3 on the following page details the documents you must attach to this application –
please ensure that the documents are attached and the declaration is signed by an
authorised representative or your organisation.
DOCUMENT CHECK LIST
DOCUMENT REQUIREMENTS YES NO
1. Certified copy of your non profit organisation registration certificate
2. Certified copy of your sec 18a registration with SARS
4. Details of affiliation with another organisation
5. Detailed information of projects/organisations under umbrella body
6. Detailed information of duties/responsibilities of board or governing
7. Statement of previous and current project/s
8. Last audited financial statements
9. Current operating budget
10. Copy of telephone account or utility bill (water and electricity
11. Blank cancelled cheque
12. Cancelled letterhead
13. Certified copy of identity document of signatory of this form
14. Signed copy of beneficiary agreement
15. Logo (j-peg) , 2 photos and one page info for Round Up website
(e-mail to email@example.com )
I declare that the information provided by me is correct and that I am duly authorised to sign on
THUS DONE AND SIGNED AT………………………………..
ON THIS …………(Day) of ….…………….…..(Month) 2007
PLEASE PRINT FULL NAME…………………………….
Please post this application form with documents attached by registered post to:
ROUND UP FOUNDATION