Beneficiaries Sign-Up Terms

 
1. These Terms
1.1. We are Ethical Angel Limited, registered in England and Wales with company number 10760806 and registered address at Argyll House, Wandsworth High Street, London, England, SW18 1EP. Any reference to (“we”, “us” and “Ethical Angel”) is a reference to Ethical Angel Limited.
1.2. To contact us, please telephone our customer service team at +44 (0)203 056 1169 or e-mail team@ethicalangel.com.
1.3. 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 us.
1.4. These Beneficiaries Sign-Up Terms (“Terms”) set out the terms and conditions on which projects, global causes, and charities (“Beneficiaries”) and their respective employees, agents, independent contractors and other third-party individuals (“Users”) may use the online platform at www.ethicalangel.com (“Platform”) to request public benefit services from private sector entities (“Members”) and their Users.
1.5. We may amend these Terms at any time by publishing the amendments on our website. Where this is the case, we will notify the amendments by e-mail to the Beneficiary or its Users at least 14 days before they enter into force. If a Beneficiary or its User do not accept the amendments, they are entitled to terminate the Contract before the amendments enter into force. If a Beneficiary or its User continue to use the Platform after this date, they will be deemed to have accepted the respective amendments.
 
 2. Using the Platform
2.1. To access and use the Platform, the Beneficiary must register their online user account with us.
2.2. Subject to the Beneficiary’s acceptance of the Contract, the Beneficiary shall obtain from us a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Platform. The Contract shall comprise of these Terms, as well as of additional terms and documents referenced in these Terms that are hereby incorporated by this reference, and apply to the Beneficiary’s use of the Platform to the exclusion of any other terms and conditions.
2.3. The Beneficiary and their Users may access and use the Platform free of charge.
2.4. On the Platform, the Beneficiary may search for, request, arrange for, obtain and receive services from Members and their Users, subject to these Terms.
2.5. We reserve the right to review requests for services made by Beneficiaries or Users, or review services that are being provided, as the case may be, and refuse, remove, take down, or suspend such requests or services being provided that we deem inappropriate or contrary to the Contract.
2.6. The Beneficiary acknowledges the assignment of rights by the Users to the Beneficiary in respect of any contribution the Beneficiary receives when using the Platform, in accordance with and subject to User Access Terms.
2.7. The right to use the Platform set out in Clause 2 is granted for a period agreed between the parties which can be reviewed in the Beneficiary’s Platform account.
 
 3. Termination
3.1. If the Beneficiary is currently not anticipating receipt of any services from any Members or Users, the Beneficiary may terminate the Contract without cause at any time by informing us by email or by deleting their user account.
3.2. We may terminate the Contract without cause at any time by serving to the Beneficiary a 14-days’ written notice.
3.3. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
3.3.1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven (7) days of the other party being notified in writing to do so;
3.3.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, 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 its 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;
3.3.3. the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
3.3.4. or the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
3.4. Upon termination of the Contract, we will delete all content of the respective Beneficiary and its Users within sixty (60) days after the Contract has expired. The Users can download all their content before the expiration of this period. We do not guarantee that the content will remain available after the expiration of this date.
 
 4. Confidentiality and proprietary rights
4.1. In order to perform its obligations under the Contract, each party may be given access to information of the other party that is proprietary or confidential (“Confidential Information”). A party's Confidential Information shall not be deemed to include information that:
4.1.1. is or becomes publicly known other than through any act or omission of the receiving party;
4.1.2. was in the other party's lawful possession before the disclosure;
4.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
4.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence.
4.2. Subject to Clause 4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Contract.
4.3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Contract.
4.4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
4.5. The Beneficiary acknowledges and agrees Ethical Angel or its licensors own all intellectual property rights in the Platform and nothing in this Contract shall operate so as to transfer or assign or grant any other rights or licences to any intellectual property rights in the Platform.
4.6. Unless otherwise agreed in writing the Beneficiary permits its name to be added to Ethical Angel’s customer list, and for Ethical Angel to refer to the Beneficary as a customer and user of Ethical Angel’s services in its marketing and public relations materials, including, the use of the customer’s logo (whether or not a registered trade mark) and name.
 
 5. Liability
5.1. Except as expressly and specifically provided in these Terms, we shall have no responsibility or liability for the availability or reliability of the Platform or its ability to meet the Beneficiary or User’s needs in using the Platform, or for the services we or any Members or Users provide and their results. 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 the Contract. Neither party shall be liable for any delay in performing any of its obligations hereunder if such delay is caused by circumstances beyond the reasonable control of the party so delaying and such party shall be entitled to a reasonable extension of time for the performance of such obligations.
5.2. We shall have no responsibility or liability for the deletion or accuracy of any content stored on the Platform, the failure to store, transmit or receive transmission of content by a Beneficiary or User.
5.3. Except as expressly and specifically provided in these Terms, the Beneficiary or its respective User assumes sole responsibility for results obtained from the use of the Platform and for any conclusions drawn from such use.
5.4. The Beneficiary agrees that any content or services provided by the Members and their respective Users are provided for free and without any warranty.
5.5. Nothing in these terms excludes the liability of Ethical Angel for death or personal injury caused by our negligence; or for fraud or fraudulent misrepresentation.
5.6. Subject to clause 5.5, we shall have no liability for any loss of profits, anticipated savings, business opportunity, goodwill or loss of or damage to (including corruption) data (whether direct or indirect) or any other indirect or consequential losses whether arising in contract, tort (including negligence) or otherwise incurred by any user in connection with the Platform or in connection with the use, inability to use, or results of the use of the Platform, any websites linked to it and any materials posted on it.
5.7. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect a Beneficiary’s or User’s computer equipment, computer programs, data or other proprietary material due to the Beneficiary’s or User’s use of the Platform or to the Beneficiary’s or the User’s downloading of any material posted on it, or on any website linked to it.
 
 6. General
6.1.  Assignment. We may at any time assign, transfer, subcontract, delegate, or deal in any other manner with any or all of its rights or obligations under the Contract. A Beneficiary may not assign, transfer, subcontract, delegate, or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Ethical Angel.
6.2. Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
6.3. Waiver. No failure or delay by a party to exercise any right or remedy provided under the 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. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
6.4. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Contract is deemed deleted under this Clause 6.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
6.5. Notices.
6.5.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by email to the other party’s recorded email address.
6.5.2. Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 6.6.2, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This clause does 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.
 6.6. Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
 6.7. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
 6.8. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
 
Last updated: 29th of September 2020