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raiSE Membership Terms and Conditions

These terms and conditions apply to Members and Membership applicants of raiSE. In these terms and conditions “raiSE” refers to the Singapore Centre for Social Enterprise, raiSE Ltd (U.E.N. 201504700H), a centre incorporated in Singapore as a company limited by guarantee, whose registered office is at 79 Ayer Rajah Crescent #02-01/02 Singapore 139955.

The criteria used for raiSE Membership is derived from raiSE’s efforts to define a universe of similar organisations that share a commitment to addressing social issues for the betterment of society. By seeking, accepting and/or renewing Membership in raiSE, the Member or Membership applicant represents that it is committed to the mission of raiSE.

1. Definitions
a. In these terms and conditions, the words below shall bear the following meanings:

  1. “e-Directory” means the raiSE social enterprise directory on the Website at https://uat.raise.sg/raise-membership-directory/.
  2. “Intellectual Property Rights” means copyright, rights in or relating to databases, patent rights, performers’ rights, designs and registered designs, trademarks, rights in or relating to Confidential Information (as defined in Clause 9.b) and other intellectual property rights (registered or unregistered) throughout the world.
  3. “Logo” means the membership logo applicable to the membership category, details of which are set out in column 6 of Appendix A.
  4. “Member” means any individual or organisation which is a registered member of raiSE under any of the membership types described at Appendix A, and “Membership” shall be construed accordingly.
  5. “Membership Application Form” refers to the form that an applicant for Membership must complete and submit to raiSE in order to apply for Membership.
  6. “Membership Renewal Form” refers to the form that an applicant for a renewal of Membership must complete and submit to raiSE in order to apply for renewal of its Membership.
  7. “raiSE Impact Community Member” means any organizations which is a registered member of raiSE under the membership type described at s/no 1 in the first column of the table set out in Appendix A, and “raiSE Impact Community Membership” shall be construed accordingly.
  8. “raiSE Indemnitee” refers to any individual member of the collective group defined as “raiSE Indemnitees”, which includes raiSE and its officers, directors, employees, agents, representatives, affiliates, subcontractors, subsidiaries, and independent contractors.
  9. “Services” means any products and/or services provided by raiSE to its Members, which may include advisory services.
  10. “Social Enterprise Eligibility Guidelines” means the guidelines (which may be updated or modified by raiSE from time to time) used by raiSE to assess applications for Social Enterprise Membership, which is available on the Website.
  11. “Social Enterprise Member” means any organisation which is a registered member of raiSE under one of the membership types described at s/no 2 to 4 in the first column of the table set out in Appendix A, and “Social Enterprise Membership” shall be construed accordingly.
  12. “Verification” refers to the verification process for granting a Verified Social Enterprise Membership. 
  13. “Verified Social Enterprise Member” means any organisation which is a registered member of raiSE under the membership type described at s/no 4 in the first column of the table set out in Appendix A, and “Verified Social Enterprise Membership” shall be construed accordingly.
  14. “Website” means raiSE’s website at https://uat.raise.sg/.


2. Membership Types
a. raiSE offers 4 types of Memberships, details of which are set out in Appendix A.

3. Membership Applications and Renewals
a. By submitting an application for Membership to raiSE, the applicant is deemed to have read and agreed to these terms and conditions, and represents and warrants; (i) that the individual submitting an application for Membership on behalf of the applicant has the necessary corporate authority to do so; (ii) that it is an organisation duly incorporated or registered and validly existing under its laws; (iii) that it is capable of entering into and performing legally binding contracts under applicable law; (iv) that all information submitted to raiSE is complete, accurate and up to date; and (v) that it shall conduct its business and activities in a manner that seeks to address social issues for the betterment of society.

b. For new Membership applications and renewal of Membership applications, the process for application shall be as follows:

  1. First, applicants shall submit a completed Membership Application Form with the necessary supporting documents if applicable, or Membership Renewal Form, as the case may be, to raiSE;
  2. Second, raiSE will review and process the applicant’s Membership or Membership renewal application;
  3. Third, upon the completion of the process set forth in Clause 3.b.ii, raiSE shall assign eligible applicants to a Membership type;
  4. Fourth, the eligible applicant shall receive an email from raiSE informing them of the assigned membership category and also payment instructions for the applicable Membership fees;
  5. Fifth, upon the eligible applicant’s successful payment of the Membership fees in accordance with Clause 3.b.iv, the applicant’s Membership shall be in force. 


c. For the avoidance of doubt, to complete a Membership or renewal of Membership application, the applicant must make payment of the applicable Membership fee (if any) in accordance with Clause 7. raiSE shall not be obliged to finalise a Membership or renewal of Membership application until payment of the applicable Membership fee is received by raiSE. If a Member fails to pay the applicable Membership fee and its Membership term has expired, then all membership benefits enjoyed by the member will be temporary suspended until the Membership fee is paid. If an applicant fails to pay the applicable Membership fee within 30 days of receipt of payment instructions in accordance with Clause 3.b.iv, raiSE reserves the right to terminate the Membership or renewal of Membership application.

d. Membership is to be renewed annually and will follow the process set out in Clause 3.b.

e. raiSE will assess each application for Social Enterprise Membership based on the Social Enterprise Eligibility Guidelines.

f. raiSE reserves the right at all times and in its absolute discretion to determine the number of Members in raiSE and may accept or reject Membership applications and/or Membership renewal applications and/or Membership extensions at its discretion. All determinations related to Membership are in the sole discretion of raiSE, and in no event will raiSE or any of its officers, directors, employees, agents, representatives, affiliates, subcontractors, subsidiaries, or independent contractors have any liability as a result of any decision to grant or not grant a Membership for any reason.

g. Each applicant for Membership and/or each Member acknowledges that:

  1. raiSE will rely on the truthfulness, accuracy and completeness of the information provided by the Member in connection with raiSE’s review and decision regarding the grant of a Membership, including the Membership Application Form, and the Member intends that raiSE may so rely.
  2. With the exception of Verified Social Enterprise Members, for which Clause 3.h.ii shall apply, the grant of Membership does not mean that raiSE endorses, verifies, or certifies the accuracy of any information that has been provided to raiSE by the Member or affiliates.
  3. Any information provided to raiSE may be reproduced, modified or displayed in whole or in part by raiSE on the Website and any other platform, app or website owned, operated or licensed by raiSE for the purposes of furthering the mission of raiSE.


h. Each applicant for Verified Social Enterprise Membership and/or each Verified Social Enterprise Member acknowledges that:

  1. All determinations related to Verification are in the sole discretion of raiSE, and in no event will raiSE or any of its officers, directors, employees, agents, representatives, affiliates, subcontractors, subsidiaries, or independent contractors have any liability as a result of any decision to grant or not grant a Verified Social Enterprise Membership for any reason.
  2. raiSE will rely on the truthfulness, accuracy and completeness of the information and documents provided by the Verified Social Enterprise Member in connection with raiSE’s review and decision regarding Verification, including the Verification Application Form and Verification Data Tracker, and the Verified Social Enterprise Member intends that raiSE may so rely.
  3. raiSE does not accept any responsibility for any information or documents submitted by Verified Social Enterprise Members or affiliates that have been falsified, altered, or misrepresented with the intent to deceive, mislead or misrepresent.


4. Member Responsibilities
a. Applicable to all Members
Each Member shall be bound during the continuance of its Membership by these terms and conditions including any amendments made subsequently by raiSE.

Each Member will ensure that all content (including text and images) supplied by it to raiSE for display on the Website, raiSE’s social media platforms and/or publicity materials (including, in each case, links to any third party sites or content) will not violate any law or regulation or be defamatory, misleading, obscene or breach any intellectual property rights of a third party or breach any right of or duty owed to a third party.

Each Member shall ensure that the completed Membership Application Form and all of the information provided to raiSE in connection with the Membership application is, as of the date same was provided, truthful, accurate and complete, and does not omit to state a fact required to be stated or necessary to make the information provided not misleading as of the date hereof. If there have been any material changes to the information provided, the Member will notify raiSE of such changes as soon as practicable and within 30 days of the occurrence of such change. 

Each Member shall ensure that all necessary corporate and/or other actions to authorise the making of the application for Membership has been duly undertaken by such Member.

If a Member brings raiSE into disrepute or breaches these terms and conditions that are applicable to it, raiSE may suspend or terminate its Membership in accordance with Clause 12.b.

Each Member is solely responsible for maintaining the confidentiality of their login details and passwords for the membership portal, and for all activities that occur under their login details and passwords, whether by themselves or anyone else using their login details and passwords. Each Member shall notify raiSE immediately in writing of any unauthorised use of its Membership details or account. 

Each Member shall inform raiSE of any material changes to its information, as well as of any new circumstances which might be relevant to the Member’s relationship with raiSE as soon as practicable and within 30 days of occurrence of such change. Such material changes to a Member’s information include, but are not limited to, the following:

  1. Contact details of the Member’s founder;
  2. Contact details of the point of contact of the Member;
  3. Entity status of the Member (e.g. struck off or going into insolvency);
  4. Change in entity details (e.g. company type or corporate name change); and
  5. Change in beneficial ownership of the Member.


b. Applicable only to Social Enterprise Members
Each Social Enterprise Member shall ensure that they have permissions or consents required to include material or links in the e-Directory.
Each renewal of Membership by a Social Enterprise Member shall also constitute a declaration by a Social Enterprise Member that its social mission has not changed.
If there has been a change in a Social Enterprise Member’s social mission, such Member shall notify raiSE as soon as practicable and within 30 days of the occurrence of such change. raiSE will then determine if the Member’s Social Enterprise Membership may continue.

c. Each Social Enterprise Member hereby consents to and authorises raiSE to conduct periodic, random and unannounced impact audits across impact areas on any information and documents the Social Enterprise Member has disclosed to raiSE. Such audits may encompass any information and documents provided to raiSE, including but not limited to financial records, corporate documents, and any other materials relevant to the Social Enterprise Member’s membership status and activities.


5. Membership Benefits
a. Subject to a Member’s adherence to the terms and conditions set out herein:

  1. Members may enjoy the applicable Membership benefits listed on the Website. Such Membership benefits may be updated or modified by raiSE from time to time, and raiSE reserves the right to change the benefits that apply to any Membership at any time and without prior notice.
  2. Members may use the Logo on their website(s) and marketing materials, and will be listed on the e-Directory. Each Member shall ensure that its use of the Logo is in accordance with guidelines which raiSE may issue from time to time.
  3. raiSE grants the Member a limited license to display, print, download and use the impact report generated of the Member on the Website, provided that the Member does not modify the impact report in any manner and plainly displays all copyright and other proprietary notices in the same form and manner as on the original impact report on the Website. Except as provided for under these terms and conditions, any reproduction of raiSE’s intellectual property without the express written consent of raiSE is strictly prohibited. Except as expressly granted, nothing contained herein shall be construed as conferring any license or right to a Member under any intellectual property or rights proprietary to raiSE.
  4. Members enjoy an enhanced reputation by being a member of raiSE. It provides a platform for Members to demonstrate to the general public that it is both credible and committed to its social impact targets. Adherence to its social mission and standards set out in Clause 6 is therefore paramount. Any deviance from such standards will be treated seriously and may lead to termination of Membership under Clause 12.


b. raiSE makes no representation or warranty, express or implied, with respect to the Membership benefits listed on the Website, or the suppliers, products and services to which those benefits relate, including as to availability, which is not guaranteed, and is subject to change from time to time without notice. Information about the Membership benefits listed on the website are for general guidance only without any warranty of any kind.

6. Members Conduct
a. All Members are expected to uphold the highest standards of practice in conducting their affairs with the funders, beneficiaries, social service agencies, charities and social enterprises they work with, governmental authorities, other stakeholders in their organisation and in the community at large.

b. All Members shall conduct their activities with decorum, transparency, responsiveness, honesty and fairness.

c. All Members shall, amongst other things:a. Subject to a Member’s adherence to the terms and conditions set out herein:

  1. comply with all applicable legal requirements in Singapore;
  2. practice and promote ethical behaviour;
  3. not use raiSE’s corporate logo unless expressly permitted in writing by raiSE;
  4. not misrepresent its relationship with raiSE;
  5. not disclose any confidential or private information; and/or
  6. not malign, defame or unfairly criticise another Member and/or raiSE.


7. Membership Fees
a. Membership fees for each Membership type are stated on the fifth column of the table set out in Appendix A and are payable annually. raiSE may review the Membership fees from time to time and reserves the right to adjust the Membership fees where it is considered necessary. Any changes to the Membership fees will be notified to Members prior to implementation.

8. Intellectual Property
a. Each Member acknowledges that all Intellectual Property Rights in and to the materials provided under the Services are, and remain, the intellectual property of raiSE, whether adapted, written for or customized for the Member or not.

b. Subject to Clause 5.a.iii, the Member is not authorized to: (a) copy, modify, reproduce, re-publish, sub-license, sell, upload, broadcast, post, transmit or distribute any materials provided under the Services without prior written permission from raiSE; (b) remove any copyright or other notice of raiSE in the any materials provided under the Services; (c) modify, adapt, merge, translate, disassemble, decompile, reverse engineer (save to the extent permitted by law) any software forming part of the membership.

c. Subject to Clause 5.a.iii, raiSE trademarks and copyrighted materials including raiSE’s corporate logo can be used only after obtaining prior written permission from raiSE.

9. Confidentiality
a. Each Member agrees to keep confidential all Confidential Information which it may receive from raiSE in the course of its Membership or that may come into its knowledge or possession as a result of communications between the Member and raiSE. In the event that raiSE discovers that a Member has made or intends to make (whether directly or indirectly) any unauthorised disclosure of the Confidential Information, raiSE shall be entitled to take out an injunction to restrain the Member from making such disclosure. In addition or in the alternative, raiSE shall be entitled to exercise such legal and equitable remedies as are available in respect of the breach of these terms and conditions and to further protect the Confidential Information.

b. For the purposes of these terms and conditions, “Confidential Information” means any information relating to the business and affairs of raiSE that is not generally available to the public and shall include, without limitation:

  1. Information of whatever nature relating to the business, finances, assets, liabilities, dealings, transactions, know-how, employees, Members, customers, suppliers, agents, processes or affairs of raiSE; and
  2. Information which is expressly indicated to be confidential or is imparted by raiSE in circumstances importing an obligation of confidence.


10. Personal Data Protection
a. raiSE’s Privacy Policy, available at https://uat.raise.sg/privacy-policy/, and as may be amended, supplemented and substituted from time to time, is incorporated by reference and forms part of these terms and conditions and shall apply to all personal data that is provided to raiSE under these terms and conditions or which raiSE obtains from other sources or which arises from a Member’s relationship with raiSE.

b. By submitting personal data to raiSE, the Member or the Membership applicant (as the case may be):

  1. consents to raiSE’s collection, use, processing and disclosure of such personal data in accordance with raiSE’s Privacy Policy and these terms and conditions.
  2. warrants, in the case of personal data belonging to any individual other than the Member or Membership applicant, that it has obtained the individual’s prior consent to such collection, use, processing and disclosure of the individual’s personal data by raiSE in accordance with raiSE’s Privacy Policy and these terms and conditions.


c. In addition to the purposes set out in raiSE’s Privacy Policy, raiSE may collect, use and disclose the information (including any personal data) provided under these terms and conditions to:

  1. assess and process the application for Membership;
  2. administer the Membership with raiSE;
  3. prepare and generate an impact report of the Member on the Website;
  4. provide benefits, support, services and information offered under the Membership and/or requested by a Member;
  5. conduct and publish research studies;
  6. manage and facilitate the business and administrative operations of raiSE and complying with internal policies and procedures; and/or
  7. comply with applicable rules, laws and regulations, codes of practice or guidelines or to assist in law enforcement and investigations by relevant authorities.


d. Each Member shall notify raiSE if such Member is providing raiSE with information (such as personal or customer information) which must be handled in accordance with specific regulatory requirements.

e. Members may access, change, add or delete its contact information held by raiSE, and may do so through the membership portal of the Website. Should Members wish to change, add or delete other information on themselves held by raiSE which is reflected on the Website, Members may contact raiSE at enquiries@uat.raise.sg.

11. Publicity
Each Member agrees to participate and be featured in publicity materials and media interviews in relation to raiSE, and consents to the use of its photographs, images and information for the purposes of promoting the objectives of raiSE.

12. Suspension or Termination of Membership
a. A Member may terminate its Membership at any time by giving 30 days written notice to raiSE.

b. raiSE may suspend or terminate a Membership at any time and for any reason, including any of the following reasons:

  1. if the Member’s social mission and/or business no longer align with raiSE membership objectives for whatever reason;
  2. if the Member fails to conduct itself according to the standards set out under Clause 6;
  3. if the Member or any of its officers, directors, employees, agents, representatives, affiliates, subcontractors, subsidiaries, or independent contractors was engaged and/or is engaging in any illegal or undesirable activity;
  4. if the Member fails to comply with an audit request by raiSE or does not cooperate with the audit procedure;
  5. if the Member is found to have provided misleading information or misrepresentations to raiSE in its Membership application;
  6. if the Member is found to have made material misrepresentations regarding its social impact targets and/or achievements on the e-Directory;
  7. if the Member is in material breach of these terms and conditions; and
  8. if the Member or any of its officers, directors, employees, agents, representatives, affiliates, subcontractors, subsidiaries, or independent contractors has acted and/or is acting in a manner prejudicial to the interest of raiSE.


c. Notwithstanding the foregoing, raiSE may suspend or terminate a Membership at any time without having to give any reasons or notice.

d. Membership fees will not be refunded if Membership is terminated for whatever reason before the end of a Membership year.

e. An individual, organisation or social enterprise whose Membership has expired or been suspended or terminated will cease to enjoy Membership benefits. A social enterprise whose Social Enterprise Membership has expired or been suspended or terminated will be delisted from the e-Directory and shall immediately discontinue all use of the Logo. raiSE shall not be liable for any loss or damages whatsoever arising from the expiry, suspension or termination of any Membership.

13. Disclaimer
a. raiSE makes no representation or warranty as to the Services. The Services provided are of a general nature based on the facts and/information furnished by the Member, and are not intended to replace, substitute or supplement professional advice or services that may be needed in each case. Each Member acknowledges that if necessary, the Member shall consult with suitably qualified professionals and independent advisers for professional advice. The Member accordingly agrees that any use of and reliance on the Services is at its own risk, and agrees not to hold raiSE, or any of its directors, officers, managers, employees or personnel liable or responsible in any way whatsoever for or in connection with the Services, and waives any and all claims against each of them in relation to such Services.

b. Where raiSE is asked to recommend to a Member the services of an adviser or service provider, it will do so in good faith, but without liability and without warranty as to the ability or standing of that advisor or service provider. raiSE will not be responsible for the quality of the work of the advisor or service provider, or for monitoring or reviewing their work.

c. The listing of a Member on the e-Directory and/or the usage of the Logo by a Member does not imply any sponsorship, endorsement, affiliation, partnership, joint venture or any sort of operational integration or association between raiSE and the Member.

d. Each Member acknowledges and agrees that raiSE shall not be held responsible for any information and/or content which it makes available with the Logo or to raiSE for inclusion in the e-Directory and Website.

e. raiSE shall not be liable for any loss or damages whatsoever arising from a Member’s inability to access any pages on the Website or use of any Membership benefits.
 
14. Additional Terms & Conditions applicable to Verified Social Enterprise Members
a. The following terms and conditions apply specifically in relation to Verified Social Enterprise Members, in addition to all other terms and conditions set out herein:

  1. Disclaimer: raiSE makes no (and hereby disclaims, to the greatest extent allowed by law), any and all warranties, representations, and conditions, whether written, oral, express, implied, or statutory, including any warranties of accuracy, completeness, title, against infringement, with respect to the Verification and any services provided by or on behalf of any raiSE indemnitee.
  2. Indemnification: The Verified Social Enterprise Member will indemnify and hold harmless the raiSE Indemnitees from and against all third-party claims, actions, suits, losses, costs, liabilities, judgments, damages, and expenses, including reasonable legal fees, court costs, litigation expenses and related expenses (collectively, “Claims”) arising out of or relating to (i) the Verified Social Enterprise Member’s material breach of any of the representations, warranties, or obligations in these terms and conditions, (ii) any material incompleteness or material inaccuracy of the information provided by the Verified Social Enterprise Member or its affiliates to raiSE, or (iii) use of the raiSE Intellectual Property or certification other than as set forth in these terms and conditions, except to the extent a Claim was directly caused by the gross negligence or wilful misconduct of a raiSE Indemnitee. The Verified Social Enterprise Member will not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on a raiSE Indemnitee without the raiSE Indemnitee’s prior written consent.
  3. Limitation of Liability: Except as otherwise required by law, in no event shall raiSE, or any of its respective officers, directors, employees, agents, representatives, affiliates, subcontractors, subsidiaries, or independent contractors be liable for any indirect, incidental, punitive, or consequential damages, including damages or costs due to loss of profits, tax credits, economic benefits, data, loss of goodwill, or personal or other property damage resulting from or in connection with the Verified Social Enterprise Membership, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, except in the case of gross negligence, recklessness, intentional misrepresentation or wilful misconduct. Regardless of the foregoing, and without limiting any other provision herein, the sole remedy of the Verified Social Enterprise Member shall be limited to a return of fees paid by the Verified Social Enterprise Member to raiSE.


15. Entire Agreement
These terms and conditions including all appendixes and the documents incorporated herein by reference constitute the entire agreement relating to the subject matter of these terms and conditions and supersedes all prior or contemporaneous understandings regarding such subject matter.

16. Variation
raiSE may revise and update these terms and conditions from time to time at its sole discretion. All changes are effective immediately when posted on the Website, and shall apply to all Members and Membership applicants of raiSE thereafter. However, any changes to the dispute resolution provisions set forth in Clause 18 will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Website.

17. Invalidity
In the event that any of these terms and conditions is held to be invalid, or are otherwise not permitted in any jurisdiction, the remainder of the terms and conditions will remain in full force and effect.

18. Governing Law and Jurisdiction
These terms and conditions and any non-contractual obligations arising out of or in connection with these terms and conditions, shall be governed by, and construed in accordance with, the laws of Singapore. The Courts of Singapore shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning these terms and conditions and any matter arising therefrom. Henceforth, the parties knowingly, voluntarily and intentionally waive to the fullest extent permitted by law any rights they may have to commence proceedings in any other forum, court or tribunal for such claims, disputes or differences concerning these terms and conditions.

19. Third Parties
Except as expressly provided herein, nothing in these terms and conditions shall be deemed to confer any rights, benefits, obligations, or liabilities hereunder or under the Contracts (Rights of Third Parties) Act 2001 of Singapore on or to any person or entity other than the Member and raiSE.