1. ABOUT US AND THE PLATFORM
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, SW18 1EP.
1.2 To contact us telephone our customer service team at +44 (0)203 3189 0090 or e-mail email@example.com. How to give us formal notice of any matter under the Contract is set out in paragraph 12.8.
1.3 We are the licensor of the online software applications (“Platform”) that matches charities and other social sector organisations seeking assistance (“Projects”) with private sector entities (“Members”) that can provide the assistance through its employees, agents and independent contractors (“Angels”)
2. THE CONTRACT
2.1 On submission of your registration, it will be assumed that you agree to these terms and conditions (“Terms”), which will govern our relationship if we accept your registration. If you do not agree to these Terms please do not register to use the Platform. After you submit your registration, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your registration has been accepted.
2.2 Accepting your registration. Our acceptance of your registration takes place when we send an email to you to accept it, at which point and on which date (“Commencement Date”) the contract, which includes these Terms, between you and us will come into existence (“Contract”). The Contract applies 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.
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.
3. USE OF THE PLATFORM
3.1 Licence. Beginning on the Commencement Date we grant to you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit your employees, agents and independent contractors (“Users”) to use the Platform during the term of this Contract solely for the Projects.
3.2 Platform availability. We shall use our commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for:
3.2.1 planned maintenance carried out during the maintenance window of [10.00 pm to 2.00 am UK time]; and
3.2.2 unscheduled maintenance performed outside normal business hours.
3.3 Users. We will provide you with access to the Platform to create login details for your Users
3.4 In relation to the Users, you undertake that:
3.4.1 You will not allow or suffer any login details to be used by more than one individual User; and
3.4.2 Each User will keep a secure password for his or her use of the Platform, that such password shall be changed no less frequently than annualy and that each User shall keep his or her password confidential.
3.5 Prohibited Acts. You shall not, and you shall ensure that your Users do not:
3.5.1 use the Platform in any way that breaches any applicable local, national or international law or regulation; or
3.5.2 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);
3.5.3 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; or
3.5.4 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
3.5.5 access all or any part of the Platform in order to build a product or service which competes with the Platform; or
3.5.6 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party except the Users, or
3.5.7 attempt to obtain, or assist third parties in obtaining, access to the Platform other than as provided under this Contract; or
3.5.8 use the Platform in any way for the purpose of harming or attempting to harm minors or vulnerable persons in any way; or
3.5.9 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 and/or your User’s access to any use that breaches the provisions of this paragraph.
For the purposes of this Contract, “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.
Unauthorised access. You shall prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify us.
4.1 Uploading Projects. Whenever you upload a Project on the Platform, or make contact with Members and/or Angels, you must comply with the following content standards:
4.1.1 The content of the Project description must:
a. be accurate (where it states facts).
b. comply with the law applicable in England and Wales and in any country from which it is posted.
4.1.2 The Project 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;
p. contain any advertising or promote any services or web links to other sites.
You warrant that the Project shall comply with those standards set out in this Contract, and you 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.
4.2 Proprietary rights. Any content (including any photographs) that you upload on the Platform about a Project will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content (including any photographs), but you are required to 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 to third parties.
4.3 Removal of a Project. We have the right to remove any Project you upload on the Platform if, in our opinion, the Project does not comply with the content standards set out in this Contract.
4.4 Project bidders. If one or more Members are interested in undertaking a Project, you shall have the right to determine which Member and Angel you wish to engage and we will not have any involvement in such a process. You may request the Member and/or Angel to submit a tender proposal for the Project as part of your decision making process to choose your preferred Member and/or Angel.
4.5 Review of Members and Angels. You may write a review on the Member 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:
4.5.1 be accurate (where it states facts);
4.5.2 be genuinely held (where it states opinions);
4.5.3 comply with the law applicable in England and Wales and in any country from which it is posted;
4.5.4 comply with the requirements set out in paragraph 4.1.2 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.
4.6 If you fail to comply with this paragraph 4 we may take all or any of the following actions:
4.6.1 immediate, temporary or permanent withdrawal of your right to use the Platform;
4.6.2 immediate, temporary or permanent removal of any Project uploaded to the Platform by you or on your behalf;
4.6.3 issue of a warning to you;
4.6.4 legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
4.6.5 further legal action against you; and/or
4.6.6 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 paragraph 4. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
4.7 Non-solicitation. You shall not, without the prior written consent of a Member, at any time from the date of commencement of a Project to the expiry of 12 months after the date of completion of a Project, solicit or entice away from the Member or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Member.
5. INTELLECTUAL PROPERTY RIGHTS
We and/or our licensors own all intellectual property rights in the Platform. Except as expressly stated herein, this Contract does 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.
6. DATA PROTECTION
6.1 For the purposes of this Contract, the following terms shall have the following meanings:
a. “Data Protection Regulations” means: (i) either the Data Protection Act 1998 or the General Data Protection Regulation (EU) 2016/679 adopted by the European Parliament on 14 April 2016, whichever is in force in the UK at the relevant time; (ii) either the Privacy and Electronic Communications (EC Directive) Regulations 2003 or the EU ePrivacy Regulation whichever is in force in the UK at the relevant time; and (iii) all other applicable laws relating to the processing of Personal Data and privacy, all as amended, extended, re-enacted or replaced from time to time;
b. “Personal Data”: shall include all personal data (as defined in the Data Protection Regulations) relating to individuals, which is processed by the Data Processor on behalf of the Data Controller; and
c. “Data Controller”, “Data Processor” and “processing”: shall have the meanings given to them in the Data Protection Regulations.
d. You and we shall comply at all times with the Data Protection Regulations with respect to any Personal Data processed by you or us pursuant to this Contract.
e. You and we may be Data Controllers for processing of certain Personal Data.
7.1 Liability that cannot be excluded. Nothing in this Contract limits or excludes our liability:
a. for death or personal injury caused by Ethical Angel's negligence; or
b. for fraud or fraudulent misrepresentation; or
c. for any other liability that cannot be limited or excluded by law.
7.2 Exclusion of liability. Subject to this Contract, we shall not be liable to you or your Users whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:
a. loss of profit;
b. loss of business;
c. loss of reputation;
d. loss of contracts;
e. loss of revenues or anticipated savings;
f. loss of or damage to goodwill;
g. loss of use or corruption of software, data or information;
h. ex-gratia payments; or
i. special, indirect or consequential damage of any nature.
7.3 We shall not assume any responsibility and shall not be liable for any loss or damage that may arise from:
a. any dispute arising between you and any Member and/or any Angel; or
b. any matter relating to the Project, including the conduct of the Project; the performance or punctuality of the Project; or the provision of any of the goods or services by a Member and/or an Angel to the Project.
7.4 Limitation of liability. Except as expressly and specifically provided in this Contract:
a. you shall sole responsibility for results obtained from the use of the Platform, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by you to us in connection with the Platform, or any actions taken by us at your direction;
b. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Contract; and
c. the Platform is provided to you on an “as is” basis.
7.5 Indemnities. You agree to indemnify us on demand and keep indemnified 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:
7.5.1 by any acts or omissions of you, your successors, officers, directors, agents, subcontractors, employees and/or Users:
a. in carrying out any obligation under this Contract;
b. in undertaking any Project whether through the Platform or outside of the Platform;
c. in using or misusing the Platform;
7.5.2 by any dispute arising between you and a Member and/or an Angel;
7.5.3 by any matter relating to the Project, including the conduct of the Project; the performance or punctuality of the Project; or the provision of any of the goods or services by a Member and/or an Angel to the Project.
8. CAP ON LIABILITY
Subject to paragraphs 7.1 – 7.4, Ethical Angel’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to £1000.
9.1 Confidentiality undertaking. We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by paragraph 9.2. You agree that details of the Platform and the results of any performance tests of the Platform, constitutes our confidential information.
9.2 Permitted disclosure. We each may disclose the other's 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 the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this paragraph 9; and
10.1 Termination by you or us. Either you or us can terminate this Contract at any time with immediate effect by giving notice in writing to the other party.
10.2 Termination by us. Without limiting any of our other rights, we may suspend your access to the Platform, or terminate the Contract with immediate effect by giving written notice to you if:
a. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
b. 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;
c. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
d. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
10.3 Consequences of termination. On termination of this Contract for any reason all licences granted under this Contract shall immediately terminate and you shall immediately cease all use of the Platform.
10.4 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
10.5 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.
11. EVENTS OUTSIDE OUR CONTROL
11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).
11.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
a. we will contact you as soon as reasonably possible to notify you; and
b. our obligations under the Contract 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.
12.1 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 this Contract.
12.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract.
12.3 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.
12.4 No failure or delay by a party to exercise any right or remedy provided under this Contract 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.
12.5 Unless specifically provided otherwise, rights arising under this Contract are cumulative and do not exclude rights provided by law.
12.6 If a provision of this Contract (or part of any provision) is found invalid, illegal or unenforceable, we shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves our original commercial intention.
12.7 In the event that we cannot agree the amendment within 30 days of the date of commencing negotiation in accordance with paragraph 12.6, the provision shall to the extent of such invalidity, illegality or unenforceability, be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed severable and be deleted and shall not affect the other provisions of this Contract, which shall continue unaffected.
12.8 Any notice given under or in connection with this Contract shall be in writing and shall be:
12.8.1 delivered by hand or by pre-paid first-class post or other next business day delivery service:
a. in our case, at our registered office address;
b. in your case, at your registered office address; or
12.8.2 sent by email to:
a. your primary contact’s email address in your case;
b. firstname.lastname@example.org in our case;
12.9 a notice delivered by hand shall be deemed to have been received when delivered (or, if delivery is not in business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by e-mail shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender and provided there is no bounce-back indicating non-receipt), or if the recipient has an automated “out of office” reply, at the time the out of office ceases to apply.
12.10 Paragraphs 12.8 and 12.9 do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution which must be served in accordance with any directions or the Civil Procedure Rules.
12.11 Nothing in this Contract 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.
12.12 The parties do not intend any term of this Contract to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.
12.13 We may need to change these Terms to reflect changes in law or best practice or to deal with additional features which we introduce. We will give you at least 2 days’ notice of any change by sending you an email with details of the change or notifying you of a change when you next log in into the Platform. If you do not accept the notified changes you will not be permitted to continue to use Platform and this Contract shall terminate on your rejection of the amended Terms.
12.14 This Contract 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.
12.15 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 this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
12.16 This Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
12.17 The parties 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 Contract or its subject matter or formation (including non-contractual disputes or claims)