1. ABOUT US, THE PLATFORM AND THESE TERMS

1.1 Company details. Ethical Angel Limited (company number 10760806) (“we”, “us” and “Ethical Angel”) is a company registered in England and Wales and our registered office is at Argyll House, All Saints Passage, London, United Kingdom, SW18 1EP.    

1.2 Contacting us. To contact us telephone our customer service team at +44 (0)203 056 1169 or e-mail team@ethicalangel.com.

1.3 We operate ethicalangel.com, an online platform (“Platform”) that matches charities and other social sector organisations (“Causes”) seeking assistance for certain projects (“Projects”) with private sector entities (“Businesses”) that can enable their employees, agents and independent contractors to provide voluntary assistance for the Projects (“Angels”).

1.4 Who these terms and conditions apply to. These terms and conditions (these “Terms”) cover the use of our Platform by our registered users (“Registered Users”). Some of these terms are relevant only to Causes and their Registered Users, whilst some of these Terms will apply to Angels only. Where these Terms apply to one category of Registered Users only, the relevant provisions will make it clear. If any provisions of these Terms do not expressly say that they apply to one category of Registered Users only, it means that such provisions are applicable to all Registered Users of the Platform.

1.5 We may make changes. We amend these Terms from time to time, so please check them occasionally. For example, we may change them to reflect changes in relevant laws and regulations. We may also update and change the Platform from time to time to update its functionality and/or to address our Registered Users, Causes and/or the Businesses’ needs. We will notify you of any significant changes and/or any changes that require any action from you. If you do not agree to such changes, you should stop using the Platform.

1.6 How we may contact you.  If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us during your registration with the Platform.

2. REGISTRATION ON OUR PLATFORM

2.1 Angel Registration. If you are an Angel, the Business you work for has obtained a subscription to use the Platform and nominated you or granted you access to use our Platform as part of such subscription and allow you to volunteer your assistance for various Projects. Please follow the onscreen prompts to register to use the Platform. You will be asked to agree to these Terms as part of the registration process. If you do not agree to these Terms please do not use the Platform. 

2.2 Cause Registration. If you are registering to use the Platform on behalf of a Cause, we will email you to confirm that we have received your registration application, but please note that this email does not mean that your registration has been accepted. We reserve the right to refuse to register a Cause if we, in our sole discretion, believe that the Cause is not suitable for the Platform. Our acceptance of your registration takes place when we send an email to you to accept it, at which point and on which date a legally binding agreement between the Cause and us will come into existence, on the terms set out in these Terms, to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. By submitting a registration application on behalf of a Cause, you confirm that you are authorised to sign up for the Platform on behalf of the Cause and to bind the Cause to these Terms.

2.3 If we cannot accept your registration. If we do not accept your registration to use the Platform for any reason, we will inform you of this by email and we will not process your registration.

2.4 Account security. If you are provided with, or set up your own password or any other piece of information as part of our security procedures during your registration, please ensure that you treat such information as confidential. If you choose your own password, we recommend that you use a combination of letters, uppercase and lowercase, numbers and symbols; this will make it difficult for someone else to use your account. Please do not share this information with anyone. Your account is personal to you and you should not allow anyone else to access your account on our Platform. For this reason, we recommend that you always log-off your account when you access our Platform from a shared device. Please contact us if your account security has been compromised, or if you believe it might have been compromised.

3. USE OF THE PLATFORM

3.1 Platform availability. We cannot guarantee that our Platform, or any content on it, will always be available or be uninterrupted. This is because our Platform is provided via the internet and interruptions, delays and other technical problems are an inherent part of the provision of services via the internet. We may need to suspend, withdraw or restrict the availability of all or any part of our Platform, for example for security, maintenance or operational reasons. We will try to give you notice if the Platform is not going to be available for an extended period of time.

3.2 Content availability. We put a lot of effort into securing a wide choice of Causes and matching these with suitable Angels. However, we rely on the Causes to upload their projects onto our Platform, and on the Businesses to encourage their Angels to participate. As a result, we cannot guarantee that any specific Causes or Angels with any specific skills will always be available.

3.3 Prohibited Acts. You shall not:

3.3.1 use the Platform in any way that breaches any applicable local, national or international law or regulation;

3.3.2 use the Platform in any way to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

3.3.3 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means;

3.3.4 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;

3.3.5 access all or any part of the Platform in order to build a product or service which competes with the Platform;

3.3.6 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party;

3.3.7 attempt to obtain, or assist third parties in obtaining, access to the Platform other than as provided under these Terms; 

3.3.8 use the Platform in any way for the purpose of harming or attempting to harm minors or vulnerable persons in any way;

3.3.9 access, store, distribute or transmit any Viruses, or any material during the course of its use of the Platform that:

         (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

         (b) facilitates illegal activity;

         (c) depicts sexually explicit images;

         (d) promotes violence;

         (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

         (f) is otherwise illegal or causes damage or injury to any person or property;

and we reserve the right, without liability or prejudice to our other rights, to disable your access to any use that breaches the provisions of this clause.

For the purposes of these Terms, “Viruses” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

4. CAUSES

4.1 The provisions of this clause 4 apply to Causes and their Registered Users only.

4.2 Uploading Projects. Whenever you upload any content (including a Project) on the Platform for the purpose of seeking assistance from the Businesses and their Angels, or make contact with Businesses and/or Angels, you must comply with the following content standards:

4.2.1 Your content must be accurate (where it states facts) and must comply with the law applicable in England and Wales and in any country from which it is posted.

4.2.2 Your content must not:

        (a) be defamatory of any person;

        (b) be obscene, offensive, hateful or inflammatory;

        (c) promote sexually explicit material;

        (d) promote violence;

        (e) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

        (f) infringe any copyright, database right or trade mark of any other person;

        (g) be likely to deceive any person;

        (h) breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

        (i) promote any illegal activity;

        (j) be in contempt of court;

        (k) be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;

        (l) be likely to harass, upset, embarrass, alarm or annoy any other person;

       (m) impersonate any person, or misrepresent your identity or affiliation with any person;

    (n) advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;

       (o) contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism; and/or

       (p) contain any advertising or promote any services or web links to other sites.

You warrant that each Project shall comply with the standards set out in these Terms. The Cause will be liable to us and indemnify us on demand from and against all and any claims, losses, charges, civil liability, damages, fines, financial impositions, compensation or costs (including legal costs) suffered or incurred by us as a consequence of any claim made or threatened or action taken by any party claiming to be affected, prejudiced or damaged as a result of your breach of this warranty.

4.3 Proprietary rights. Any content (including any photographs) that you upload on the Platform about a Project and/or a Cause will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content (including any photographs), but you grant us a non-exclusive, irrevocable, perpetual, transferrable, sub-licensable, royalty free and worldwide licence to use, store and copy that content (including any photographs) and to distribute and make it available on our Platform.

4.4 Removal of a Project. We have the right to remove any Project you upload on the Platform if, in our opinion, the Project and/or any related content do not comply with the content standards set out in these Terms and/or if we, in our sole discretion, believe that it is not suitable for the Platform. 

4.5 Project bidders. If one or more Businesses are interested in providing assistance in relation to a Project, you shall have the right to determine which Business(es) and Angel(s) you wish to engage and we will not have any involvement in such a process. You may request the Business and/or Angel to submit a tender proposal for the Cause as part of your decision making process to choose your preferred Business and/or Angel.

4.6 Review of Businesses and Angels. You may write a review on the Business and/or the Angel’s performance of a Project at any time during the course of a Project and/or on completion of a Project. Any review that you write must:

4.6.1 be accurate (where it states facts);

4.6.2 be genuinely held (where it states opinions);

4.6.3 comply with the law applicable in England and Wales and in any country from which it is posted; and

4.6.4 comply with the requirements in relation to the content as set out in clauses 4.2.1 and 4.2.2 above.

We reserve the right to remove any review that we do not consider to be appropriate or that we consider to be in breach of these Terms in our absolute discretion and without any notification to you.

4.7 If you fail to comply with this clause 4 we may take all or any of the following actions:

4.7.1 immediate, temporary or permanent withdrawal of your right to use the Platform;

4.7.2 immediate, temporary or permanent removal of the Cause from the Platform;

4.7.3 immediate, temporary or permanent removal of a Project uploaded by the Cause to the Platform;

4.7.4 issue of a warning;

4.7.5 legal proceedings against the Cause for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;

4.7.6 further legal action against you; and/or

4.7.7 disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law;

We exclude our liability for all action we may take in response to breaches of this clause 4. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

4.8 Non-solicitation. The Cause shall not, and shall procure that its employees and representatives shall not, without the prior written consent of the relevant Business, at any time from the date of commencement of the relevant Project to the expiry of 12 months after the date of completion of such Project, solicit or entice away from the Business or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Business. 

5. INTELLECTUAL PROPERTY RIGHTS

5.1 We are the owner (or the licensee) of all intellectual property rights in our Platform and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. Except as expressly stated herein, these Terms do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform.

5.2 Any content available on our Platform (other than content submitted by you, if any) is subject to the following rules:

5.2.1 you may print off one copy, and may download extracts, of any page(s) from our Platform for your personal use and you may draw the attention of others to content posted on our Platform;

5.2.2 do not modify any paper or digital copies of any materials you have printed off or downloaded in any way, and do use any illustrations, photographs, video or audio separately from any accompanying text;

5.2.3 acknowledge our status (and that of any identified contributors) as the authors of content on our Platform;

5.2.4 do not use any part of the content on our Platform for commercial purposes without our consent in writing; and

5.2.5 do not imply any sponsorship or association with us without first obtaining our approval in writing.

5.3 If you print off, copy or download any part of our Platform in breach of these Terms, we may suspend or terminate your right to use our Platform and may require you to return or destroy any copies of the materials you have made.

5.4 You are not permitted to use our trade marks and trade names without our approval, unless they are part of the material you are using as permitted under the other provisions of these Terms.

5.5 If you would like to use any of the content available on our Platform (including but not limited to any photographs, logos, videos, designs or images), please contact: team@ethicalangel.com.

5.6 You may link to our home page, but only in a way that is fair and legal and does not damage our reputation or take advantage of it. Please do not frame our Platform on any other site and do not establish a link to our Platform on any website that is now owned by you.

5.7 Please do not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. We are open to new ideas, so if you would like to explore any such relationship with us, please contact us on team@ethicalangel.com.

5.8 If we feel that any link is not in line with or brand guidelines, and/or damages our reputation, we may withdraw linking permission without notice and require you to remove any links to our Platform, or to remove our name and/or logo, from your website. Alternatively, we may require you to make some changes in relation to the placing of our name and links to our Platform on your website.

5.9 Where our Platform contains links to other websites and resources provided by third parties (including by the Causes and Businesses), these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those websites or resources.

6. DATA PROTECTION

Our Privacy Policy provides information on what personal data we collect, how we process it and other important data protection terms, including your rights in respect of your personal data. 

7. LIABILITY

7.1 Liability that cannot be excluded. Nothing in these Terms limits or excludes our liability:

7.1.1 for death or personal injury caused by Ethical Angel's negligence; or

7.1.2 for fraud or fraudulent misrepresentation; or

7.1.3 for any other liability that cannot be limited or excluded by law.

7.2 Exclusion of liability. Subject to clause 7.1 above, we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:

7.2.1 loss of profit;

7.2.2 loss of business;

7.2.3 loss of reputation;

7.2.4 loss of contracts;

7.2.5 loss of revenues or anticipated savings;

7.2.6 loss of or damage to goodwill;

7.2.7 loss of use or corruption of software, data or information;

7.2.8 ex-gratia payments; and/or

7.2.9 special, indirect or consequential damage of any nature.

7.3 Our role is limited. Subject to clause 7.1 above, our role is limited to providing the Platform as a means of introduction and matching of Causes, Projects, Businesses and their Angels. We do not participate in any Projects, we do not assess the viability of any Projects and we do not assess the suitability of any Businesses and/or Angels for any specific Projects. Consequently, we cannot be responsible, and exclude liability, for any matters associated with the performance of any Projects, including any losses or damage suffered by the Causes, any Businesses and/or any Angels in connection with any Projects.

7.4 Angels’ role and exclusion of Businesses’ and Angels’ liability. Any Angels assisting a Cause in relation to any Project are doing so in their capacity as volunteers, not as personnel or representatives of the relevant Business. Any opinions, advice, deliverables and/or outputs provided by such Angels are provided in their capacity as volunteers and not as opinions, advice, deliverables and/or outputs of the Business. In particular, Angels are not entitled to provide any regulated advice and/or carry out any regulated activities in the course of their involvement in any Project. Consequently, the relevant Business(es) and their Angels exclude all liability to the Cause (and its employees, agents and/or  subcontractors) to the fullest extent possible in law, for any claims, losses, charges, civil liability, damages, fines, financial impositions, compensation or costs (including legal costs) suffered or incurred by the Cause (and/or its employees, agents and/or subcontractors) in connection with the participation of the Angels in any Projects.

7.5 Cap on our liability. Subject to clauses 7.1 to 7.3 above, our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with our obligations under or in connection these Terms shall be limited to £1,000.

7.6 Liability of Causes. Each Cause acknowledges and agrees that:

7.6.1 the Cause will have sole responsibility for any results obtained from the Projects and/or the use of the Platform, and for any conclusions drawn from such Projects and/or such use;

7.6.2 the Cause will have sole responsibility for all matters relating to the performance of its Projects, including for any damage caused as a result of or in connection with any errors or omissions in any information, instructions, scripts or other deliverables provided by or on behalf of the Cause, and/or any actions taken by any Angel at the Cause’s direction;

7.6.3 the Cause agrees to indemnify each Business involved in the relevant Project, on demand, against all and any claims, losses, charges, civil liability, damages, fines, financial impositions, compensation or costs (including legal costs) suffered or incurred in connection with the involvement of its Angels in a Project, including as a result of any claim made by any third party claiming to be affected, prejudiced or damaged by any acts or omissions undertaken in connection with the Project; and

7.6.4 the Businesses and the Angels will have the right to rely on and enforce clauses 7.2, 7.4 and 7.6 as if such Businesses and/or Angels were a party to the agreement with the relevant Cause in place of Ethical Angels.

7.7 Each Cause shall maintain in force, for the duration of its registration with the Platform and for at least 1 year after the completion of the last Project, insurance policies with reputable insurance companies against all risks that would normally be insured against by a prudent charitable or third sector organisation in connection with the risks associated with these Terms and the Projects operated by the Cause, and produce to us on demand full particulars of that insurance and the receipt for the then current premium. Breach of this clause 7.7 shall constitute a material breach of these Terms entitling Ethical Angels to terminate the Cause’s account with the Platform pursuant to clause 9.2.1.

8. CONFIDENTIALITY 

8.1 Confidentiality undertaking. We each undertake that we will not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other and/or any Business and/or Angel (“Confidential Information”), except as permitted by clause 8.2. 

8.2 permitted disclosure. We each may disclose the Confidential Information:

       (a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under these Terms and/or any Project (as applicable). We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 8; and

       (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

8.3 Permitted use. Each of us may only use the Confidential Information for the purpose of fulfilling our respective obligations under these Terms and/or any Project (as applicable).

9. TERMINATION

9.1 Cancelling your registration. You can cancel your registration with the Platform at any time by contacting us at team@ethicalangel.com.

9.2 Termination by us. Without limiting any of our other rights, we may suspend or terminate your access to the Platform with immediate effect by giving written notice to you if:

9.2.1 you commit a material breach of any provision of these Terms and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so; or

9.2.2 if you are a Cause:

   (a) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

      (b) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

     (c) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under these Terms has been placed in jeopardy.

9.3. Consequences of termination.  Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

10. EVENTS OUTSIDE OUR CONTROL

10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).

10.2 If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:

     (a) we will contact you as soon as reasonably possible to notify you; and

     (b) our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for availability of the Platform with you after the Event Outside Our Control is over.

11. GENERAL

11.1 You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms.

11.2 We may transfer our rights and obligations under these Terms to another organisation, for example, if our business is transferred or merged with another company.

11.3 A waiver of any right or remedy is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

11.4 No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

11.5 Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.

11.6 If a court finds part of this contract illegal, the rest will continue in force. Each of the clauses of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.

11.7 Nothing in these Terms is intended to, or shall be deemed to, constitute a legal partnership or joint venture of any kind between us, nor constitute a party the agent of the any other party, nor authorise a party to make or enter into any commitments for or on behalf of the other party.

11.8 A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms, except that the Businesses and Angels may enforce clauses 7.2, 7.4 and 7.6. The rights to terminate, rescind or vary this agreement and/or, the rights to waiver or settlement under this agreement are not subject to the consent of any other person (including the Businesses and Angels), except that any variation, waiver or settlement in respect of any matters referred to in clauses 7.2, 7.4 and 7.6 shall be ineffective as against the Businesses and/or the Angels, unless prior written consent for such variation, waiver or settlement has been obtained from the relevant Business and/or Angel.

11.9 This agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral.

11.10 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

11.11 These Terms are governed by English law. Causes irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter of formation. If you are an Angel, you can bring legal proceedings in respect of the products in the English courts. However, if you are an Angel and you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you are an Angel and live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

Updated: 28th October 2019