Terms and conditions

Website Terms – Funders

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE WEBSITE

www.thegoodexchange.com (the “Website”) is operated by or for and on behalf of The Good Exchange Limited which is a limited company registered in England and Wales under the Companies Acts (Company Number 09761102) having its registered office at Liberty House, Greenham Business Park, Greenham, Thatcham, Berkshire, England, RG19 6HS (“we”, “our”, “us”).

The Website is an online platform on which:

·       charitable organisations seeking funding can register and promote their projects;

·       visitors can donate to, and show their support for, projects and organisations;

·       funders can connect with and fund charitable organisations seeking funding; and

·       fundraisers can connect with and support charitable organisations which require assistance to raise funds.

The Website is operated as an online platform on which organisations can make connections and procure funding or services directly from each other. We are not fundraisers and we do not provide funding. You understand and agree that we are not a party to any agreements entered into between any of the users of the Website and unless expressly stated herein, our responsibilities are limited to facilitating the availability of the Website as an online platform.

We charge a small administration fee for facilitating the payment of donations and funding and due to our limited role as a facilitator we can only refund a donation or funding payment in very limited circumstances.

These website terms of use (together with the documents referred to herein) tell you the terms on which you may make use of the Website, as a Funder (defined below) (“Website Terms”). Use of the Website includes accessing, browsing, registering to use, sharing sections of or linking to the Website.

Further information regarding the practicalities of using the Website and its functionality are available at The Good Exchange.

As a Funder, you (“you”) are required to use the Website in accordance with the Website Terms. We do not have control over the conduct of any user on the Website and cannot take responsibility for anything said or done on the Website by any user. You must use the Website responsibly and in accordance with our rules regarding conduct set out in the Website Terms.

1               INTERPRETATION

1.1          Within the Website Terms the following words shall have the following meanings:

Administration Fee means the fee(s) paid by an Applicant to us in accordance with clause 12 of the Website Terms;

Applicant means any user of the Website registered on the Website as an applicant in order to seek Funding from one or more Funder(s) or Donations from one or more Visitor(s);

Connection means the connecting of an Applicant and a Funder via the Website, when an Applicant becomes aware of a Funder through the Website or when a Funder becomes aware of an Applicant through the Website;

Donation means an unilateral and freely given cash gift given on the Website by a Visitor to an Applicant without the expectation of receipt of goods, services or otherwise;

Funding means cash funding in pounds sterling given on the Website or following a connection made on the Website by a Funder(s) to an Applicant as a solus grant, as part of a co-funding arrangement or as part of a match funding arrangement;

Funder means any user of the Website registered on the Website as a funder in order to offer Funding to one or more Applicant(s);

Funder Content means all textual, visual or aural content and information provided by or shared by a Funder on a Funder Profile, Funding Scheme Profile and elsewhere on the Website;

Funder Profile means an electronic profile held by a Funder on the Website;

Funding Scheme means a Funding opportunity (access to which is restricted by eligibility criteria) made available by one or more Funder(s) to one or more Applicant(s);

Funding Scheme Profile means an electronic profile on the Website representing a Funding Scheme;

Funding Scheme Shortlist means an interactive database which allows Funders to filter Applicants and / or Projects based on certain criteria;

Fundraiser means any user of the Website registered on the Website as a fundraiser in order to offer fundraising services and / or opportunities to Applicant(s);

HMRC means HM Revenue and Customs;

Gift Aid Repayment means any repayment under Section 538A Income Tax Act 2007, Section 477A Corporation Tax Act 2010, any related regulations or otherwise, of the income tax deemed to have been paid on a Donation by the person making that Donation;

Interactive Services means any service made available on the Website with which you can input, comment, vote, participate or otherwise interact;

Project means any charitable project listed on the Website;

User means any Funder, Applicant, Fundraiser or Visitor; and

Visitor means any user of the Website, whether or not registered on the Website, who is not an Applicant, Funder or Fundraiser.

1.2          A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

1.3          References to the singular shall include the plural and vice versa.

1.4          Reference to any legislation shall be to that legislation as amended from time to time.

2               TERMS OF WEBSITE USE

2.1          Please read the Website Terms carefully before you start to use the Website, as these apply to your use of the Website. We recommend that you print a copy of the Website Terms for future reference.

2.2          By using the Website, you confirm that you accept the Website Terms and that you agree to comply with them. If you do not agree to the Website Terms, you must not use the Website.

2.3          The Website Terms refer to our Privacy Policy, which also applies to your use of the Website.

2.4          It is your responsibility to access and check the Privacy Policy referred to in this clause 2 wherever and whenever you access the Website.

3               CHANGES TO THE WEBSITE TERMS

We may revise the Website Terms at any time without prior notice. If we revise the Website Terms we will publish the revised Website Terms on the Website. If you are registered on the Website we will notify you of any revisals to the Website Terms by e-mail to the e-mail address you have registered with the Website. Please check the Website Terms on the Website from time to time with regard to of any changes we make as they are binding on you. You agree that your continued use of the Website after we have published or notified you of any revised Website Terms will indicate that you agree to be and are bound by the revised Website Terms.

4               ACCESSING THE WEBSITE

4.1          In order to register on the Website as a Funder you must:

4.1.1      be an organisation (incorporated or unincorporated) which distributes grants solely for one or more of the charitable purposes set out in the Charities Act 2011;

4.1.2      not be a political party or trade union; and

4.1.3      have been distributing grants for a period of at least three (3) years.

4.2          The Website is made available to you in your capacity as a Funder free of charge.

4.3          When you access or use the Website you warrant that you are authorised to do so and are authorised to take all actions that you take on the Website. If you are accessing the Website as or on behalf of an incorporated organisation you warrant that you are authorised to act on behalf of that incorporated organisation. If you are accessing the Website on behalf of an unincorporated organisation (e.g. a community club) or in your capacity as a member of an unincorporated organisation you shall be personally responsible for your actions on the Website and for meeting your obligations under the Website Terms.

4.4          We do not guarantee that the Website, or any content on it, will always be available or uninterrupted. Access to the Website (including any Funding Scheme Shortlist, Funder Profile and / or Funding Scheme Profile), is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Website without notice. We will not be liable to you if for any reason the Website is unavailable at any time or for any period. You should refresh your browser each and every time you visit the Website to ensure that you access the most recent version of the Website, including the most recent version of the Website Terms.

4.5          You are responsible for making all arrangements necessary for you to have access to the Website, and your Funder Profile and / or Funding Scheme Profile.

4.6          You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of the Website Terms and other applicable terms and conditions, and that they comply with them.

4.7          The Website is directed to people residing in the United Kingdom. We do not represent that content available on or through the Website is appropriate or available in other locations. We may limit the availability of the Website or any service or product described on the Website to any person or geographic area at any time. If you choose to access the Website from outside the United Kingdom, you do so at your own risk.

5               USERS

5.1          You are able to communicate with other Users on the Website.

5.2          You are able to fund Applicants and / or Projects on our Website in accordance with clause 11 below and you are able to register with the Website and create a Funder Profile and / or Funding Scheme Profile in accordance with clause 10 below.

5.3          Every Applicant has a contract with us which allows them to publicise and connect with other Users on the Website and fundraise through the Website. The contract we have with each Applicantauthorises us to accept and facilitate the payment of Funding to the relevant Applicant or Project through the Website.

5.4          Each User, Project and Funding Scheme is listed on the Website at our discretion, however we do not warrant or give any guarantee that the information on the Website relating to other Users, Projects and / or Funding Schemes is correct and up-to-date nor that the Users, Projects and / or Funding Schemes listed on the Website have the appropriate authority, licenses, registrations or other permissions required to fundraise or publicise.

5.5          It is your sole responsibility to ensure you are Funding the correct Applicant and / or Project and that the relevant Applicant and / or Project is an appropriate individual, organisation or project to receive your Funding. Funding which you provide on the Website cannot be refunded other than in accordance with clause 11.4.

5.6          It is your responsibility to ensure that any other Funder with which you choose to co-Fund an Applicant and / or Project is an appropriate individual or organisation with which to enter into partnership.

5.7          We shall not be liable to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising as a result of or in connection with all claims, losses, damages, costs (including legal costs) expenses and liabilities of every kind and nature for, or arising out of any use made or decision taken by you in connection with or as a result of information made available on the Website about any Applicant, Funder, Fundraiser, Funding Scheme and / or Project.

6               USER CONDUCT

6.1          You must at all times use the Website (including your Funder Profile, your Funding Scheme Profile and any Interactive Service) in a respectful and legal manner.

6.2          You may not use the Website:

6.2.1      in any way that breaches any applicable local, national or international law or regulation;

6.2.2      in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

6.2.3      for the purpose of harming or attempting to harm minors in any way;

6.2.4      to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

6.2.5      to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

6.2.6      to reproduce, duplicate, copy or re-sell any part of the Website in contravention of the provisions of the Website Terms;

6.2.7      to misrepresent your identity or affiliation with any other person or organisation;

6.2.8      to disclose any information relating to any other party using the Website unless that party has consented to such disclosure;

6.2.9      to send, knowingly receive, upload, download, use or re-use any material which does not comply with clauses 6.3 and 6.4 below; or

6.2.10   to access without authority, interfere with, damage or disrupt:

(a)            any part of the Website;

(b)            any equipment or network on which the Website is stored;

(c)            any software used in the provision of the Website; or

(d)            any equipment or network or software owned or used by any third party.

6.3          You agree and warrant that all contributions (made by you or on your behalf) to the Website shall be:

6.3.1      accurate (where they state facts);

6.3.2      true, complete and not misleading;

6.3.3      genuinely held (where they state opinions); and

6.3.4      comply with applicable law in the United Kingdom and in any country from which they are posted.

6.4          You agree that all contributions (made by you or on your behalf) to the Website shall not:

6.4.1      contain any material which is actually or potentially defamatory;

6.4.2      contain any material which is obscene, offensive, hateful or inflammatory;

6.4.3      promote sexually explicit material;

6.4.4      promote violence;

6.4.5      promote discrimination based on race, gender, religion, nationality, disability, sexual orientation or age;

6.4.6      infringe any intellectual property rights of any other person, including but not limited to, any copyright, database right or trade mark;

6.4.7      be likely to deceive any person;

6.4.8      be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

6.4.9      promote any illegal activity;

6.4.10   be threatening, abusive or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;

6.4.11   be likely to harass, upset, embarrass, alarm or annoy any other person;

6.4.12   be used to impersonate any person, or to misrepresent your identity or affiliation with any person;

6.4.13   give the impression that they emanate from us or any other User or in connection with any Project or Funding Scheme, if this is not the case; or

6.4.14   advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

6.5          We reserve the right to suspend, delete or cancel your use of the Website and your Funder Profile and Funding Scheme Profile without notice in the event of any non-compliance (whether one-off, temporary or ongoing) with this clause 6 or otherwise in the event you breach the terms of the Website Terms.

6.6          Making Connections via the Website

6.6.1      If you make a Connection with an Applicant on the Website and choose to Fund that Applicant, you agree to use the Website to facilitate and / or manage such Funding to the relevant Applicant or Project.

6.6.2      If you do not comply with clause 6.6 above we reserve the right to withdraw your right to use the Website (including your Funder Profile and Funding Scheme Profile) and / or an Administration Fee(s) shall be payable in relation to any Funding received by an Applicant following a connection, pursuant to clause 12.1 regardless of whether the Website has been used in whole or in part to facilitate and / or manage the Funding

6.7          Linking to the Website

You may link to the Website in a way that is fair and legal and does not damage our reputation or take advantage of it. The Website must not be framed on any other website, nor may you create a link to any part of the Website other than the home page or your Funder Profile and / or Funding Scheme Profile or any public Applicant, Fundraiser or other Funder profiles.

6.8          You must not establish a link: (i) in such a way as to suggest any form of association, approval or endorsement on our part or on the part of any User or in connection with any Project and / or Funding Scheme, where none exists; or (ii) in any website that is not owned by you.

6.9          We reserve the right to withdraw any permission granted in connection with this clause 6 without notice.

6.10       Anti-Bribery and Anti-Corruption

You agree that during your use of the Website you shall:

6.10.1   comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; and

6.10.2   not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom.

6.11       Anti-Money Laundering

You agree that during your use of the Website you shall:

6.11.1   comply with all applicable laws, statutes, regulations, and codes relating to anti-money laundering including but not limited to the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2007;

6.11.2   not engage in any activity, practice or conduct which would constitute an offence under:

(a)            sections 327 to 331 (inclusive), sections 333A or 342 of the Proceeds of Crime Act 2002; and

(b)            sections 15 to 18 (inclusive) of the Terrorism Act 2000; and

if such activity, practice or conduct had been carried out in the United Kingdom.

7               PRIVACY

Our Privacy Policy sets out the terms on which we process personal data we collect from you or that you provide to us and sets out information about the cookies on the Website. We only use personal data provided to us in accordance with our Privacy Policy.

7.1          Our Privacy Policy also sets out the way in which you can use personal data provided to you on the Website or collected by you on the Website (including any personal data relating to any other User).

7.2          Please take the time to read our Privacy Policy as it includes important terms which apply to youBy using the Website:

7.2.1      you consent to the processing of personal data you provide to us as set out in our Privacy Policy and you warrant that all data provided by you is accurate; and

7.2.2      you agree to use or process data collected by you on the Website or otherwise provided to you in accordance with our Privacy Policy.

8               VIRUSES

8.1          We do not guarantee that the Website will be secure or free from bugs or viruses.

8.2          You are responsible for configuring your information technology, computer programmes and platform in order to access the Website. You should use your own virus protection software.

8.3          You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.

9               INTERACTIVE SERVICES

9.1          We may from time to time provide Interactive Services on the Website, including, without limitation:

9.1.1      a Funding Scheme Shortlist;

9.1.2      opportunities to create and share public profiles;

9.1.3      opportunities to communicate directly with other Users; and

9.1.4      opportunities to comment on public profiles.

9.2          We are under no obligation to oversee, monitor or moderate any service or Interactive Service we provide on the Website and we do not accept any responsibility for any possible risks to users (and in particular, to children) from third parties when using the Interactive Services.

9.3          Subject to clause 18.1, we expressly exclude our liability for any loss or damage arising from the use of any Interactive Service by you in contravention of clause 6 above, whether the service is moderated or not.

9.4          The use of any of our Interactive Services by an individual under the age of 18 years old is the responsibility of that individual’s parents or guardians. Children who are using the Website should be made aware of appropriate use of the internet and online resources, their obligations under the Website Terms and the potential risks to them.

9.5          We do not warrant that any Funding Scheme Shortlist will be accurate, up-to-date or correct, or that any Funding Scheme Shortlist will be working and accessible and, subject to clause 18.1, we expressly exclude our liability for any loss or damage arising from your use of any Funding Scheme Shortlist.

10            FUNDER PROFILE AND FUNDING SCHEME PROFILE

10.1       Creating a Funder Profile

To create a Funder Profile you will be required to successfully complete identification checks (to our satisfaction) so that we can verify your identity, this will include:

10.1.1   providing valid identification documents at our request;

10.1.2   providing registration details including, but not limited to, your company number, registered charity number, organisation type and legal status and details of any registrations with any membership bodies (regulated or otherwise);;

10.1.3   validating your e-mail address; and

10.1.4   answering any questions we have about you and your organisation (where relevant).

10.2       To create a Funder Profile you must meet the following criteria:

10.2.1   in our sole opinion you must be eligible (in accordance with clause 4.1 or as provided by us from time to time) to be listed on the Website as a Funder;

10.2.2    you must be resident in the United Kingdom;

10.2.3   you must have provided us with the name and address of your organisation along with the name, contact number and e-mail address for a person authorised to apply for and accept Funding in the name of and on behalf of the organisation you have provided us with all the additional information we have requested which may include, but is not limited, to:

(a)            the date on which you were established;

(b)            how much funding you have distributed previously;

(c)            which charities, projects or other organisations you have funded previously;

(d)            eligibility criteria for any relevant Funding Scheme (e.g. geographical restrictions, relevant charitable purposes which are supported, whether capital or revenue projects are supported, whether match funding is required and how much);

(e)            Funding application deadlines (this information will be visible to Visitors and Applicants) and Funding decision dates (this information will be visible to us and you);

(f)             the type of funding available for any relevant Funding Scheme (e.g. grant or match funding);

(g)            where you are located and where you operate; and

(h)            your aims and objectives as a potential Funder.

10.3       We reserve the right to refuse (at our sole discretion) to create or publish a Funder Profile for you or to allow you to use the Website.

10.4       Creating a Funding Scheme Profile

To create a Funding Scheme Profile you must hold an approved and live Funder Profile.  We reserve the right to refuse (at our sole discretion) to create or publish a Funding Scheme Profile for you.

10.5       Use and maintenance of Funder Profile and Funding Scheme Profile

You agree:

10.5.1   to inform us immediately when any information which you have provided to us changes so that we can edit and update your Funder Profile and any Funding Scheme Profile;

10.5.2   to keep your contact information registered with us or available on any Funder Profile or Funding Scheme Profile accurate and up-to-date;

10.5.3   not to provide any false information on the Website nor mislead us during the registration process or during creation of any Funder Profile or Funding Scheme Profile or in connection with any update to any Funder Profile or Funding Scheme Profile;

10.5.4   not to create more than one Funder Profile;

10.5.5   to the extent legally permissible, you shall indemnify and hold us harmless, and our successors and assignees, from and against any and all claims, injuries, damages, costs, losses or legal action, arising out of or caused by your breach of this clause; and

10.5.6   to comply with the terms of clause 6 above.

10.6       You own all of your Funder Content on the Website and you grant to us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide licence to use your Funder Content until such Funder Content is deleted by you or by any other party which has shared such Funder Content.

10.7       Subject to clause 7.1 above, you agree that we can use the information you provide to us in the course of registering as a Funder on the Website and creating any Funder or Funding Scheme Profile in any way required for the purposes of operating the Website and facilitating any Funding arrangement or payment of any Funding or Donation.

10.8       You can control how the content and information you provide on your Funder Profile and / or Funding Scheme Profile is shared and made available to other registered users of the Website and members of the public through your Profile Settings.

10.9       Security and passwords

If you choose, or we provide you with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

10.10    You are responsible for all conduct carried out on the Website, on your Funder Profile and / or Funding Scheme Profile under your user name.

10.11    We have the right to disable your Funder Profile, Funding Scheme Profile and / or any user name and / or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of the Website Terms.

10.12    We reserve the right to disable any user name chosen by you and to require that you choose an alternative.

10.13    If you know or suspect that anyone other than you knows your user identification code, user name or password, you must promptly notify us at The Good Exchange and you should change your password immediately.

11            FUNDING

11.1       You warrant that:

11.1.1   no fraudulent, criminal or otherwise improper use will be made of Funding given or Donations made by you via the Website;

11.1.2   you have authority, title and capacity to provide Funding in the way in which you are providing it via the Website;

11.1.3   you will comply at all times with all applicable laws relevant to Funding; and

11.1.4   you will maintain any necessary authorisation, permit, licence, consent, approval and registration for you to provide Funding in accordance with the law in any jurisdiction in which you operate and you will inform us immediately if, for any reason, you cease to maintain the necessary authorisation, permit, licence, consent, approval and / or registration to provide Funding.

11.2       The Website is intended to facilitate Funding arrangements between Funders and Applicants. We are not responsible for the Funding arrangements between you and any Applicant to whom you choose to provide Funding. In particular, we shall not be responsible for enforcing any action to be taken by you or the relevant Applicant under such Funding arrangements.

11.3       We recommend you enter into a written funding agreement with any Applicant to whom you choose to provide Funding. Any Funding agreement entered into between you (individually or with other Funders) and an Applicant to provide Funding is between you and the relevant Applicant and we shall not be party to such an agreement or have any liability or responsibility under such an agreement.

11.4       Refunds

A Funding payment which you have made on the Website cannot be refunded to you unless there has been a technical error caused by us or the Website and you have contacted us immediately here to report the error.

11.5       When Funding is paid to us by you in error and that Funding is held by us pending transfer to the relevant Applicant we may at our sole discretion return that Funding to you upon receipt of a written request from you. We will only facilitate the return of Funding under this clause upon payment of a refund fee of £10 which shall be chargeable to you at our sole discretion.

11.6       If you receive a refund of Funding from any Applicant you have funded on the Website you must inform us immediately.

12            ADMINISTRATION FEE

12.1       We shall be entitled to payment of an Administration Fee if you enter into a Funding arrangement with an Applicant to which you have made a Connection on the Website and for each payment of a Donation facilitated and / or managed by the Website in whole or in part.

12.2       Each Administration Fee shall be a sum equal to five percent (5%) plus VAT of each payment of Funding, Donation or Gift Aid Repayment which is facilitated by the Website and shall apply regardless of the value or quantity of the sum of money paid to the Applicant or Project. Each Administration Fee shall be payable by the Applicant receiving the Funding payment.

12.3       Where payment is arranged by us we will deduct the Administration Fee before transferring the Funding, Donation or any Gift Aid Repayment claimed on the Applicant’s behalf to the Applicant.

12.4       Where payment of Funding is made directly by you to an Applicant to whom you have made a Connection via the Website you shall promptly notify us in writing of the following:

12.4.1   the date on which you enter into a Funding arrangement with the Applicant

12.4.2   the value of the Funding paid or to be paid by you; and

12.4.3   the dates on which payments of the Funding are payable by you;

no later than 3 working days after you enter into a funding arrangement with an Applicant.

12.5       Where payment of Funding is made directly by you to the Applicant we will issue an invoice for the Administration Fee to the relevant Applicant.

12.6       Termination of our agreement with you under the Website Terms, howsoever arising, shall not affect the continuation in force of this clause 12 and the Applicant’s obligation to pay the Administration Fee in accordance with it.

13            PAYMENT

13.1       Payment of Funding will be released by us to Applicants within 7 working days of receipt by us of both the Funding and an instruction from you to release the Funding. By using the Website to instruct us to make payment of Funding to an Applicant you authorise us to release payment of Funding to that Applicant.

13.2       Donations will be accrued by us and paid to Applicants on a [weekly] basis or other basis as determined by us.

13.3       You acknowledge that we may use a third party to facilitate payment of the Funding payment and accept that their terms and conditions (a copy of which can be provided on request) will apply to facilitation of the Funding payment.

14            TAX

14.1       The information provided on the Website is not accounting, taxation or financial advice, and you should not rely on information on the Website to determine the tax or accounting implications of providing Funding to an Applicant or Project. You should seek professional advice in relation to any implications associated with making any donation whether on the Website or elsewhere.

15            INTELLECTUAL PROPERTY RIGHTS

15.1       We are the owner or the licensee of all intellectual property rights in the Website and in the content published on it. Those works are protected by copyright law.

15.2       You may print off one copy, and may download extracts, of any page(s) from the Website for your personal use and you may draw the attention of others within your organisation to content posted on the Website.

15.3       You must not modify the paper or digital copies of any content you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

15.4       Our status (and that of any identified contributors) as the authors of content on the Website must always be acknowledged.

15.5       You must not use any part of the content on the Website for commercial purposes without obtaining a licence to do so from us or our licensors.

15.6       If you print off, copy or download any part of the Website in breach of the Website Terms, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the content you have made.

15.7       You shall indemnify us and hold us harmless against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with content or information provided by you on the Website.

16            SUSPENSION AND TERMINATION

16.1       Failure by you to comply with the Website Terms constitutes a breach, and may result in us taking all or any of the following actions:

16.1.1   immediate, temporary or permanent withdrawal of your right to use the Website;

16.1.2   immediate, temporary or permanent removal of any posting or content uploaded by you to the Website;

16.1.3   issue of a written warning to you;

16.1.4   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;

16.1.5   further legal action against you; and / or

16.1.6   disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

16.2       The responses described in this clause 16 are not limited, and we may take any other action we reasonably deem appropriate.

17            NO RELIANCE ON INFORMATION

17.1       The content on the Website is provided for the purposes of providing a platform for Visitors to make Donations to Applicants; for the facilitation of Funding arrangements between Funders and Applicants; and for the facilitation of fundraising arrangements between Fundraisers and Applicants. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Website.

17.2       Although we make reasonable efforts to update the information on the Website, we make no representations, warranties or guarantees, whether express or implied, that the content on the Website is accurate, complete or up-to-date. We do not guarantee that the Website, or any content on it, will be free from errors or omissions.

17.3       We may update the Website from time to time, and may change the content at any time. However, please note that any of the content on the Website may be out of date at any given time and we are under no obligation to update it.

17.4       Where the Website contains content provided by third parties (including Users), links to other sites and resources provided by third parties, this content and these links are provided for your information only. We have no control over third party content on the Website or the contents of third party sites or resources linked to the Website and do not warrant their accuracy or suitability for your purposes. We make no representations, warranties or guarantees, whether express or implied, regarding any third party content contained on the Website.

18            DISCLAIMER AND LIMITATION OF LIABILITY

18.1       Nothing in the Website Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

18.2       You agree that you are solely liable for the content and information on your Funder Profile and Funding Scheme Profile(s) and you shall indemnify us and hold us harmless against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with:

18.2.1   any information and / or content made available by you on the Website; and

18.2.2   any misuse of the Website by you (including but not limited to fraud or fraudulent misrepresentation).

18.3       You agree that your use of the Website is at your sole risk.

18.4       You agree that you are solely liable for the content and information on your Funder Profile and Funding Scheme Profile and that you will indemnify, defend and hold us harmless (including our successors and assignees) from any and all claims, injuries, damages, costs, losses or legal action, arising out of or connected with the content and information on your Funder Profile and Funding Scheme Profile.

18.5       You agree that, when you are co-Funding a Funding Scheme with other Funder(s), you are jointly and severally liable with that other Funder(s) for the content and information on your Funding Scheme Profile and that you will indemnify, defend and hold us harmless (including our successors and assignees) from any and all claims, injuries, damages, costs, losses or legal action, arising out of or connected with the content and information on your Funding Scheme Profile.

18.6       To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Website or any content on it whether express or implied except as expressly provided herein.

18.7       Subject to clause 18.1 we will not be liable to any user for any loss or damage, whether in contract, tort (including negligence and delict), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

(b)            use of, or inability to use, the Website; or

(c)            use of or reliance on any content displayed on the Website or linked to the Website.

18.8       If you are a business, please note that in particular, we will not be liable for:

(a)            loss of profits, sales, business or revenue;

(b)            business interruption;

(c)            loss of anticipated savings;

(d)            loss of business opportunity, goodwill or reputation; or

(e)            any indirect or consequential loss or damage.

18.9       We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any content on it, or on any website linked to it.

18.10    We assume no responsibility for the content of websites linked on the Website. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

19            GENERAL

19.1       Third Party Rights

A person who is not a party to the Website Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Website Terms, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

19.2       Waiver

No failure or delay by a party to exercise any right or remedy provided under the Website 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. No single or partial exercise of any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19.3       Applicable Law and Jurisdiction

Please note that the Website Terms, their subject matter and formation (and any non-contractual disputes or claims), are governed by the laws of England and Wales. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.

19.4       Variation

No variation of the Website Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19.5       Severance

If any provision or part-provision of the Website Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Website Terms.

19.6       Partnership

Nothing in the Website Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party except as expressly provided herein. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

19.7       Force Majeure

We shall not be in breach of the Website Terms nor liable for delay in performing, or failure to perform, any of our obligations under the Website Terms if such delay or failure result from events, circumstances or causes beyond our reasonable control. In such circumstances we shall be entitled to a reasonable extension of the time for performing such obligations and may terminate our agreement with you under the Website Terms by giving five (5) days’ written notice to you.

19.8       Notices

Any notice given to a party under or in connection with the Website Terms shall be in writing:

19.8.1   to us, at our email address set out in clause 20  below; and

19.8.2   to you, at your email address provided to us for the purposes of setting up your user account or making your Donation; and

shall be deemed to have been received at 9.00 am on the next business day after transmission.

19.9       Clause 19.9 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. For the purposes of clause 19.9 "writing" shall include e-mail.

20            CONTACT DETAILS

Thank you for visiting the Website. If you require any further information about using the Website or the Website Terms then you can contact us at:

Address:          Liberty House, Greenham Business Park, Greenham, Thatcham, Berkshire, England, RG19 6HS

E-mail:             support@thegoodexchange.com

Support:          The Good Exchange

Website Terms – Visitors (members of the public and donors)

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE WEBSITE

www.thegoodexchange.com (the “Website”) is operated by or for and on behalf of The Good Exchange Limited which is a limited company registered in England and Wales under the Companies Acts (Company Number 09761102) having its registered office at Liberty House, Greenham Business Park, Greenham, Thatcham, Berkshire, England, RG19 6HS (“we”, “our”, “us”).

The Website is an online platform on which:

·       charitable organisations seeking funding can register and promote their projects;

·       visitors can donate to, and show their support for, projects and organisations;

·       funders can connect with and fund charitable organisations seeking funding; and

·       fundraisers can connect with and support charitable organisations which require assistance to raise funds.

The Website is operated as an online platform on which organisations can make connections and procure funding or services directly from each other. We are not fundraisers and we do not provide funding. You understand and agree that we are not a party to any agreements entered into between any of the users of the Website and unless expressly stated herein, our responsibilities are limited to facilitating the availability of the Website as an online platform.

We charge a small administration fee for facilitating the payment of donations and funding and due to our limited role as a facilitator we can only refund a donation or funding payment in very limited circumstances.

These website terms of use (together with the documents referred to herein) tell you the terms on which you may make use of the Website, whether as a Visitor (defined below) (“Website Terms”). Use of the website includes accessing, browsing, registering to use, sharing sections of or linking to the Website.

Further information regarding the practicalities of using the Website and its functionality are available at The Good Exchange.

As a Visitor (“you”) to the Website, you are required to use the Website in accordance with the Website Terms. We do not have control over the conduct of any user on the Website and cannot take responsibility for anything said or done on the Website by any user. You must use the Website responsibly and in accordance with our rules regarding conduct set out in the Website Terms.

1               INTERPRETATION

1.1          Within the Website Terms the following words shall have the following meanings:

Administration Fee means the fee(s) paid by an Applicant to us in accordance with clause 9.5 of the Website Terms;

Applicant means any user of the Website registered on the Website as an applicant, in order to seek Funding from one or more Funder(s) or Donations from one or more Visitor(s);

Donation means an unilateral and freely given cash gift given on the Website by a Visitor to an Applicant without the expectation of receipt of goods, services or otherwise;

Funding means cash funding in pounds sterling given on the Website or following a connection made on the Website by a Funder(s) to an Applicant as a solus grant, as part of a co-funding arrangement or as part of a match funding arrangement;

Funder means any user of the Website registered on the Website as a funder in order to offer Funding to one or more Applicant(s);

Funding Scheme means a Funding opportunity (access to which is restricted by eligibility criteria) made available by one or more Funder(s) to one or more Applicant(s);

Fundraiser means any user of the Website registered on the Website as a fundraiser, in order to offer fundraising services and / or opportunities to Applicant(s);

HMRC means HM Revenue and Customs;

Gift Aid means relief from income tax available to a Visitor under Section 414 Income Tax Act 2007;

Gift Aid Repayment means a repayment under Section 538A Income Tax Act 2007, Section 447A Corporation Tax Act 2010, any related regulations, or otherwise, of the income tax deemed to have been paid on a Donation by the person who made that Donation;

Interactive Services means any service made available on the Website with which you can input, comment, vote, participate or otherwise interact via the Website;

Project means any charitable project listed on the Website; and

User means any Funder, Applicant, Fundraiser or Visitor.

Visitor means any user of the Website, whether or not registered on the Website, who is not an Applicant, Funder or Fundraiser;

1.2          A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

1.3          References to the singular shall include the plural and vice versa.

1.4          Reference to any legislation shall be to that legislation as amended from time to time.

2               TERMS OF WEBSITE USE

2.1          Please read the Website Terms carefully before you start to use the Website, as these apply to your use of the Website. We recommend that you print a copy of the Website Terms for future reference.

2.2          By using the Website, you confirm that you accept the Website Terms and that you agree to comply with them. If you do not agree to the Website Terms, you must not use the Website.

2.3          The Website Terms refer to our Privacy Policy, which also applies to your use of the Website.

2.4          It is your responsibility to access and check the Privacy Policy referred to in this clause 2 wherever and whenever you access the Website.

3               CHANGES TO THE WEBSITE TERMS

We may revise the Website Terms at any time without prior notice. If we revise the Website Terms we will publish the revised Website Terms on the Website. If you are registered on the Website we will notify you of any revisals to the Website Terms by e-mail to the e-mail address you have registered with the Website. Please check the Website Terms on the Website from time to time with regard to any changes we make as they are binding on you. You agree that your continued use of the Website after we have published or notified you of any revised Website Terms will indicate that you agree to be and are bound by the revised Website Terms.

4               ACCESSING THE WEBSITE

4.1          The Website is made available to you in your capacity as a Visitor free of charge.

4.2          When you access or use the Website you warrant that you are authorised to do so on your own behalf or on behalf of the corporate supporter for which you are using the Website and are authorised to take all actions that you take on the Website. If you are accessing the Website on behalf of an unincorporated organisation (e.g. a community club) or in your capacity as a member of an unincorporated organisation you shall be personally responsible for your actions on the Website and for meeting your obligations under the Website Terms.

4.3          We do not guarantee that the Website, or any content on it, will always be available or uninterrupted. Access to the Website is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Website without notice. We will not be liable to you if for any reason the Website is unavailable at any time or for any period. You should refresh your browser each and every time you visit the Website to ensure that you access the most recent version of the Website, including the most recent version of the Website Terms.

4.4          You are responsible for making all arrangements necessary for you to have access to the Website.

4.5          You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of the Website Terms and other applicable terms and conditions, and that they comply with them.

4.6          The Website is directed to people residing in the United Kingdom. We do not represent that content available on or through the Website is appropriate or available in other locations. We may limit the availability of the Website or any service or product described on the Website to any person or geographic area at any time. If you choose to access the Website from outside the United Kingdom, you do so at your own risk.

5               APPLICANTS, FUNDERS AND FUNDRAISERS

5.1          You are able to communicate with other Users on the Website and donate to and indicate your support for certain Applicants, Funders, Projects and / or Funding Schemes.

5.2          Every Applicant and Funder has a contract with us which allows them to publicise and connect with supporters (including you) on the Website and fundraise through the Website. The contract we have with each Applicant authorises us to accept and facilitate the payment of your Donations to the relevant Applicant through the Website.

5.3          Each User, Project and Funding Scheme is listed on the Website at our discretion, however we do not warrant or give any guarantee that the information on the Website relating to Users, Projects and / or Funding Schemes is correct and up-to-date nor that the Users, Projects and / or Funding Schemes listed on the Website have the appropriate authority, licenses, registrations or other permissions required to fundraise or publicise.

5.4          It is your sole responsibility to ensure you are donating to and / or supporting the correct Applicant, Funder, Fundraiser, Project and / or Funding Scheme and that the relevant Applicant, Funder, Fundraiser, Project and / or Funding Scheme is an appropriate individual, organisation or project to receive your Donation or support. A Donation that you make on the Website cannot be refunded other than in accordance with clause 9.10.

5.5          We shall not be liable to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising as a result of or in connection with all claims, losses, damages, costs (including legal costs) expenses and liabilities of every kind and nature for, or arising out of any use made or decision taken by you in connection with or as a result of information made available on the Website about any Applicant, Funder, Fundraiser, Funding Scheme and / or Project.

6               USER CONDUCT

6.1          You must at all times use the Website in a respectful and legal manner.

6.2          You may not use the Website:

6.2.1      in any way that breaches any applicable local, national or international law or regulation;

6.2.2      in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

6.2.3      for the purpose of harming or attempting to harm minors in any way;

6.2.4      to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

6.2.5      to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

6.2.6      to reproduce, duplicate, copy or re-sell any part of the Website in contravention of the provisions of the Website Terms;

6.2.7      to misrepresent your identity or affiliation with any other person or organisation;

6.2.8      to disclose any information relating to any other party using the Website unless that party has consented to such disclosure;

6.2.9      to send, knowingly receive, upload, download, use or re-use any material which does not comply with clauses 6.3 and 6.4 below; or

6.2.10   to access without authority, interfere with, damage or disrupt:

(a)            any part of the Website;

(b)            any equipment or network on which the Website is stored;

(c)            any software used in the provision of the Website; or

(d)            any equipment or network or software owned or used by any third party.

6.3          You agree and warrant that all contributions (made by you or on your behalf) to the Website and to any Interactive Service shall be:

6.3.1      accurate (where they state facts);

6.3.2      true, complete and not misleading;

6.3.3      genuinely held (where they state opinions); and

6.3.4      comply with applicable law in the UK and in any country from which they are posted.

6.4          You agree that all contributions (made by you or on your behalf) to the Website and to any Interactive Service shall not:

6.4.1      contain any material which is actually or potentially defamatory;

6.4.2      contain any material which is obscene, offensive, hateful or inflammatory;

6.4.3      promote sexually explicit material;

6.4.4      promote violence;

6.4.5      promote discrimination based on race, gender, religion, nationality, disability, sexual orientation or age;

6.4.6      infringe any intellectual property rights of any other person, including but not limited to, any copyright, database right or trade mark;

6.4.7      be likely to deceive any person;

6.4.8      be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

6.4.9      promote any illegal activity;

6.4.10   be threatening, abusive or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;

6.4.11   be likely to harass, upset, embarrass, alarm or annoy any other person;

6.4.12   be used to impersonate any person, or to misrepresent your identity or affiliation with any person;

6.4.13   give the impression that they emanate from us or any other User or in connection with any Project or Funding Scheme, if this is not the case; or

6.4.14   advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

6.5          We reserve the right to suspend, delete or cancel your use of the Website and any registered profile you have on the Website without notice in the event of any non-compliance (whether one-off, temporary or ongoing) with this clause 6 or otherwise in the event you breach the terms of the Website Terms.

6.6          Linking to the Website

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. The Website must not be framed on any other website, nor may you create a link to any part of the Website other than the home page and public profiles.

6.7          You must not establish a link: (i) in such a way as to suggest any form of association, approval or endorsement on our part or on the part of any Funder, Applicant or Fundraiser or in connection with any Project and / or Funding Scheme, where none exists; or (ii) in any website that is not owned by you.

6.8          We reserve the right to withdraw any permission granted in connection with this clause 6 without notice.

6.9          Anti-Bribery and Anti-Corruption

You agree that during your use of the Website you shall:

6.9.1      comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; and

6.9.2      not result in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK.

6.10       Anti-Money Laundering

You agree that during your use of the Website you shall:

6.10.1   comply with all applicable laws, statutes, regulations, and codes relating to anti-money laundering including but not limited to the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2007;

6.10.2   not engage in any activity, practice or conduct which would constitute an offence under:

(a)            sections 327 to 331 (inclusive), sections 333A or 342 of the Proceeds of Crime Act 2002; and

(b)            sections 15 to 18 (inclusive) of the Terrorism Act 2000;

if such activity, practice or conduct had been carried out in the UK.

7               VIRUSES

7.1          We do not guarantee that the Website will be secure or free from bugs or viruses.

7.2          You are responsible for configuring your information technology, computer programmes and platform in order to access the Website. You should use your own virus protection software.

7.3          You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.

8               PRIVACY

8.1          Our Privacy Policy sets out the terms on which we process personal data we collect from you or that you provide to us and sets out information about the cookies on the Website. We only use personal data provided to us in accordance with our Privacy Policy.

8.2          Please take the time to read our Privacy Policy as it includes important terms which apply to youBy using the Website:

8.2.1      you consent to the processing of personal data you provide to us as set out in our Privacy Policy and you warrant that all data provided by you is accurate; and

8.2.2      you agree to use or process data collected by you on the Website or otherwise provided to you in accordance with our Privacy Policy.

9               INTERACTIVE SERVICES

9.1          We may from time to time provide Interactive Services on the Website, including, without limitation:

9.1.1      voting buttons;

9.1.2      opportunities to comment on and share public profiles;

9.1.3      opportunities to receive alerts and notifications from the Website; and

9.1.4      opportunities to communicate directly with other Users.

9.2          We are under no obligation to oversee, monitor or moderate any service or Interactive Service we provide on the Website and we do not accept any responsibility for any possible risks to users (and in particular, to children) from third parties when using the Interactive Services.

9.3          Subject to clause 16.1, we expressly exclude our liability for any loss or damage arising from the use of any Interactive Service by you in contravention of clause 6 above, whether the service is moderated or not.

9.4          The use of any of our Interactive Services by an individual under the age of 18 years old is the responsibility of that individual’s parents or guardians. Children who are using the Website should be made aware of appropriate use of the internet and online resources, their obligations under the Website Terms and the potential risks to them.

10            DONATIONS

10.1       The Website enables you to make Donations to Applicants and / or Projects provided you meet the following criteria:

10.1.1   if you are an individual you are at least 16 years old;

10.1.2   if paying by cheque you are resident in the United Kingdom;

10.1.3   if you are an individual, you provide us with your name, residential address, contact telephone number, email address and details of your method of payment; and

10.1.4   if you are an incorporated or unincorporated organisation, you provide us with the name and address of your organisation along with the name, contact number and email address for a person authorised to make Donations on behalf of the organisation.

10.2       When you make a Donation on the Website you warrant that you are authorised to make the Donation on your own behalf or on behalf of the organisation for which you are making the Donation. You also warrant that you are authorised to use the method of payment by which you make the Donation on the Website.

10.3       Donations of a sum greater than one thousand (£1000) pounds sterling may require additional authentication steps to be carried out and you may be required to set up a user account with us.

10.4       We do not warrant that your Donations will be used by the relevant Applicant for any particular purpose. The relevant Applicant and / or Project may report to you the way in which your Donation has been used, however, we do not warrant that such a report will be made.

10.5       If you make a Donation to an Applicant or Project and the relevant Applicant withdraws their application for donations from the Website while your Donation is held by us pending transfer to that Applicant we may at our sole discretion direct that Donation for general charitable purposes or to an alternative Project or Applicant of a similar nature to that to which you originally donated

10.6       We shall not be liable to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising as a result of or in connection with all claims, losses, damages, costs (including legal costs) expenses and liabilities of every kind and nature for, or arising out of any use made of your Donation to an Applicant by that Applicant.

10.7       Donations can be made on the Website by:

10.7.1   credit or debit card payment; or

10.7.2   via Paypal.

10.8       When a Donation is made on the Website we may charge the Donation to you (by your chosen method of payment) at the time the details of your Donation are provided on the Website.

10.9       When a Donation is made on the Website and charged to your debit or credit card the transaction is final and cannot be disputed unless you can prove unauthorised use of your payment card. You should contact the provider or facilitator of your chosen payment method immediately if you become aware of fraudulent use of your payment method or if your credit or debit card is lost or stolen.

10.10    You agree that you are solely responsible for ensuring that any Donations made by you reflect your intentions in terms of amount(s) and recipient(s).

10.11    Refunds

A Donation which you have made on the Website cannot be refunded to you unless:

10.11.1                 there has been a technical error caused by us or the Website and you have contacted us as soon as possible at The Good Exchange to report the error;  or

10.11.2                 in limited circumstances (not arising due to an error caused by us) where the relevant Applicant to which a Donation was made has contacted us and asked us to make the refund;

even if at the time you request a refund such donation is held by us awaiting transfer to the Applicant.

10.13    Administration Fee

Unless we have agreed otherwise with you in advance, we charge an Administration Fee for every Donation made on the Website of five percent (5%) plus VAT of the relevant Donationthis Administration Fee will apply regardless of the value or quantity of the sum of money donated.

10.14    The Administration Fee will be deducted from each Donation or where applicable the Gift Aid relevant to each Donation prior to transfer of that Donation to the Applicant.

10.15    If a Donation is refunded to you under clause 10.11 above the Administration Fee due to us under clause 10.13 above shall not be refunded.

10.16    Payment

10.16.1                 By using the Website to instruct us to make payment of a Donation to an Applicant you authorise us to release payment of the Donation to that Applicant. Payment will be released to the Applicant within seven (7) working days of receipt by us of the Donation or Gift Aid Repayment.

10.16.2                 You acknowledge that we may use a third party to facilitate and / or transfer payment to the Applicant and accept that their terms and conditions (a copy of which can be provided on request) will apply to facilitation and/ or transfer of the payment.

11            GIFT AID AND TAX

11.1       The information provided on the Website is not accounting, taxation or financial advice, and you should not rely on information on the Website to determine the tax or accounting implications of making a Donation to an Applicant or Project. You should seek professional advice in relation to any implications associated with making any Donation whether on the Website or elsewhere.

11.2       Your Donation may be eligible for Gift Aid provided the Applicant to which you are donating is a charity, as that term is defined in Section 430 Income Tax Act 2007, and the conditions in clause 11.4 below, or such other conditions as may be required by law, are met. There may be Applicants listed on the Website Donations to which would not be entitled to Gift Aid and this shall be stated on the relevant Project Profile.

11.3       When you donate to an Applicant or Project on the Website you will have the opportunity to agree to us claiming a Gift Aid Repayment on behalf of the relevant Applicant. If you agree that we can claim a Gift Aid Repayment on your Donation on behalf of the relevant Applicant you warrant that you meet the conditions in clause 11.4 below and agree to provide a gift aid declaration in a form which will be satisfactory to HM Revenue & Customs.

11.4       If you agree to us making a Gift Aid Repayment claim on behalf of the Applicant in respect of your Donation you warrant that:

11.4.1   you are an individual;

11.4.2   you are making the Donation on your own behalf and not on behalf of an incorporated or unincorporated organisation, or a group of people;

11.4.3   the Donation is in a monetary form (not a donation of assets or a waiver of an existing loan);

11.4.4   the Donation is not subject to any condition as to repayment;

11.4.5   the Donation is not a payment for goods or services or made as a consequence of goods or services bough by the Applicant from you;

11.4.6   you are not receiving and will not receive significant benefit as prohibited by section 416(7) of the Income Tax Act 2007 from the Applicant in return for the donation.

11.5        We are authorised by the Applicants to claim Gift Aid on their behalf.

12            YOUR ACCOUNT AND PASSWORD

12.1       If you choose, or we provide you with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

12.2       You are responsible for all conduct carried out on the Website under your user name.

12.3       We have the right to disable any user name and / or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of the Website Terms.

12.4       If you know or suspect that anyone other than you knows your user name or password, you must promptly notify us at The Good Exchange and you should change your password immediately.

13            INTELLECTUAL PROPERTY RIGHTS

13.1       We are the owner or the licensee of all intellectual property rights in the Website, and in the content published on it.  Those works are protected by copyright law.

13.2       You may print off one copy, and may download extracts, of any page(s) from the Website for your personal use and you may draw the attention of others within your organisation to content posted on the Website.

13.3       You must not modify the paper or digital copies of any content you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

13.4       Our status (and that of any identified contributors) as the authors of content on the Website must always be acknowledged.

13.5       You must not use any part of the content on the Website for commercial purposes without obtaining a licence to do so from us or our licensors.

13.6       If you print off, copy or download any part of the Website in breach of the Website Terms, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the content you have made.

13.7       You own all of the content and information you provide and share on the Website and you grant to us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide licence to use any intellectual property rights in the content that you share on or in connection with the Website until such content is deleted by you or by any other party which has shared such content.

13.8       You shall indemnify us and hold us harmless against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with content or information provided by you on the Website.

14            SUSPENSION AND TERMINATION

14.1       Failure by you to comply with the Website Terms constitutes a breach, and may result in us taking all or any of the following actions:

14.1.1   immediate, temporary or permanent withdrawal of your right to use the Website;

14.1.2   immediate, temporary or permanent removal of any posting or content uploaded by you to the Website;

14.1.3   issue of a written warning to you;

14.1.4   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;

14.1.5   further legal action against you; and / or

14.1.6   disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

14.2       The responses described in this clause 14 are not limited, and we may take any other action we reasonably deem appropriate.

15            NO RELIANCE ON INFORMATION

15.1       The content on the Website is provided for the purposes of providing a platform for Visitors to make Donations to Applicants; for the facilitation of Funding arrangements between Funders and Applicants; and for the facilitation of fundraising arrangements between Fundraisers and Applicants. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Website.

15.2       Although we make reasonable efforts to update the information on the Website, we make no representations, warranties or guarantees, whether express or implied, that the content on the Website is accurate, complete or up-to-date. We do not guarantee that the Website, or any content on it, will be free from errors or omissions.

15.3       We may update the Website from time to time, and may change the content at any time. However, please note that any of the content on the Website may be out of date at any given time and we are under no obligation to update it.

15.4       Where the Website contains content provided by third parties (including Users), links to other sites and resources provided by third parties, this content and these links are provided for your information only. We have no control over third party content on the Website or the contents of third party sites or resources linked to the Website and do not warrant their accuracy or suitability for your purposes. We make no representations, warranties or guarantees, whether express or implied, regarding any third party content contained on the Website.

16            DISCLAIMER AND LIMITATION OF LIABILITY

16.1       Nothing in the Website Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

16.2       You shall indemnify us and hold us harmless against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with:

16.2.1   any information and / or content made available by you on the Website; and

16.2.2   any misuse of the Website by you (including but not limited to fraud or fraudulent misrepresentation).

16.3       You agree that your use of the Website is at your sole risk.

16.4       To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Website or any content on it whether express or implied except as expressly provided herein.

16.5       Subject to clause 16.1 we will not be liable to any user for any loss or damage, whether in contract, tort (including negligence and delict), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

(b)            use of, or inability to use, the Website; or

(c)            use of or reliance on any content displayed on the Website or linked to the Website.

16.6       If you are a business, please note that in particular, we will not be liable for:

(a)            loss of profits, sales, business or revenue;

(b)            business interruption;

(c)            loss of anticipated savings;

(d)            loss of business opportunity, goodwill or reputation; or

(e)            any indirect or consequential loss or damage.

16.7       Please note that we only provide the Website to you for domestic and private use. You agree not to use the Website for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

16.8       We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any content on it, or on any website linked to it.

16.9       We assume no responsibility for the content of websites linked on the Website. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

17            GENERAL

17.1       Third Party Rights

A person who is not a party to the Website Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Website Terms, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act

17.2       Waiver

No failure or delay by a party to exercise any right or remedy provided under the Website 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. No single or partial exercise of any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.3       Applicable Law and Jurisdiction

Please note that the Website Terms, their subject matter and formation (and any non-contractual disputes or claims), are governed by the laws of England and Wales. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.

17.4       Variation

No variation of the Website Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17.5       Severance

If any provision or part-provision of the Website Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Website Terms.

17.6       Partnership

Nothing in the Website Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party except as expressly provided herein. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

17.7       Force Majeure

We shall not be in breach of the Website Terms nor liable for delay in performing, or failure to perform, any of our obligations under the Website Terms if such delay or failure results from events, circumstances or causes beyond our reasonable control. In such circumstances we shall be entitled to a reasonable extension of the time for performing such obligations and may terminate our agreement with you under the Website Terms by giving five (5) days’ written notice to you.

17.8       Notices

Any notice given to a party under or in connection with the Website Terms shall be in writing:

17.8.1   to us, at our email address set out in clause 18 below; and

17.8.2   to you, at your email address provided to us for the purposes of setting up your user account or making your Donation; and

shall be deemed to have been received at 9.00 am on the next business day after transmission.

17.9       Clause 17.8 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. For the purposes of this clause 17.8, "writing" shall include e-mail.

18            CONTACT DETAILS

Thank you for visiting the Website. If you require any further information about using the Website or the Website Terms then you can contact us at:

Address:          Liberty House, Greenham Business Park, Greenham, Thatcham, Berkshire, England, RG19 6HS

E-mail:             support@thegoodexchange.com

Support:          The Good Exchange

Website Terms – Applicants

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE WEBSITE

www.thegoodexchange.com (the “Website”) is operated by or for and on behalf of The Good Exchange Limited which is a limited company registered in England and Wales under the Companies Acts (Company Number 09761102) having its registered office at Liberty House, Greenham Business Park, Greenham, Thatcham, Berkshire, England, RG19 6HS (“we”, “our”, “us”).

The Website is an online platform on which:

·       charitable organisations seeking funding can register and promote their projects;

·       visitors can donate to, and show their support for, projects and organisations;

·       funders can connect with and fund charitable organisations seeking funding; and

·       fundraisers can connect with and support charitable organisations which require assistance to raise funds.

The Website is operated as an online platform on which organisations can make connections and procure funding or services directly from each other. We are not fundraisers and we do not provide funding. You understand and agree that we are not a party to any agreements entered into between any of the users of the Website and unless expressly stated herein, our responsibilities are limited to facilitating the availability of the Website as an online platform. We charge a small administration fee for facilitating the payment of donations and funding and due to our limited role as a facilitator we can only refund a donation or funding payment in very limited circumstances.

These website terms of use (together with the documents referred to herein) tell you the terms on which you may make use of the Website, as an Applicant (defined below) (“Website Terms”). Use of the Website includes accessing, browsing, registering to use, sharing sections of or linking to the Website.

Further information regarding the practicalities of using the Website and its functionality are available at The Good Exchange.

As an Applicant, you (“you”) are required to use the Website in accordance with the Website Terms. We do not have control over the conduct of any user on the Website and cannot take responsibility for anything said or done on the Website by any user. You must use the Website responsibly and in accordance with our rules regarding conduct set out in the Website Terms.

1               INTERPRETATION

1.1          Within the Website Terms the following words shall have the following meanings:

Administration Fee means the fee(s) paid by an Applicant to us in accordance with clause 12 of the Website Terms;

Applicant means any user of the Website registered on the Website as an applicant in order to seek Funding from one or more Funder(s) or Donations from one or more Visitor(s);

Applicant Content means all textual, visual or aural content and information provided by or shared by an Applicant on an Application Profile, Project Profile and elsewhere on the Website;

Application Profile means an electronic profile held by an Applicant on the Website;

Connection means the connecting of an Applicant and a Funder via the Website, or when an Applicant becomes aware of a Funder through the Website, or when a Funder becomes aware of an Applicant through the Website;

Donation means an unilateral and freely given cash gift given on the Website by a Visitor to an Applicant without the expectation of receipt of goods, services or otherwise;

Funding means cash funding in pounds sterling given on the Website or following a connection made on the Website by a Funder(s) to an Applicant as a solus grant, as part of a co-funding arrangement or as part of a match funding arrangement;

Funder means any user of the Website registered on the Website as a funder in order to offer Funding to one or more Applicant(s);

Funding Scheme means a Funding opportunity (access to which is restricted by eligibility criteria) made available by one or more Funder(s) to one or more Applicant(s);

Funding Scheme Shortlist means an interactive database which allows Funders to filter Applicants and / or Projects based on certain criteria;

Fundraiser means any user of the Website registered on the Website as a fundraiser in order to offer fundraising services and / or opportunities to Applicant(s);

Fundraiser Profile means an electronic profile held by a Fundraiser on the Website;

HMRC means HM Revenue and Customs;

Gift Aid Repayment means a repayment under Section 538A Income Tax Act 2007, Section 477A Corporation Tax Act 2010, any related regulations or otherwise, of the income tax deemed to have been paid on a Donation by the person who made the Donation;

Interactive Services means any service made available on the Website with which you can input, comment, vote, participate or otherwise interact;

Project means any charitable project listed on the Website;

Project Profile means an electronic profile held by an Applicant on the Website for a Project;

User means any Funder, Applicant, Fundraiser or Visitor; and

Visitor means any user of the Website, whether or not registered on the Website, who is not an Applicant, Funder or Fundraiser.

1.2          A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

1.3          References to the singular shall include the plural and vice versa.

1.4          Reference to any legislation shall be to that legislation as amended from time to time.

2               TERMS OF WEBSITE USE

2.1          Please read the Website Terms carefully before you start to use the Website, as these apply to your use of the Website. We recommend that you print a copy of the Website Terms for future reference.

2.2          By using the Website, you confirm that you accept the Website Terms and that you agree to comply with them. If you do not agree to the Website Terms, you must not use the Website.

2.3          The Website Terms refer to our Privacy Policy, which also applies to your use of the Website.

2.4          It is your responsibility to access and check the Privacy Policy referred to in this clause 2 wherever and whenever you access the Website.

3               CHANGES TO THE WEBSITE TERMS

We may revise the Website Terms at any time without prior notice. If we revise the Website Terms we will publish the revised Website Terms on the Website. If you are registered on the Website we will notify you of any revisals to the Website Terms by e-mail to the e-mail address you have registered with the Website. Please check the Website Terms on the Website from time to time with regard to any changes we make as they are binding on you. You agree that your continued use of the Website after we have published or notified you of any revised Website Terms will indicate that you agree to be and are bound by the revised Website Terms.

4               ACCESSING THE WEBSITE

4.1          In order to register on the Website as an Applicant you must:

4.1.1      be an organisation (incorporated or unincorporated) operating solely for charitable purposes recognised in the Charities Act 2011, whether or not registered with the Charities Commission and/or OSCR; and

4.1.2       not be a political party or trade union.

4.2          The Website is made available to you in your capacity as an Applicant free of charge.

4.3          When you access or use the Website you warrant that you are authorised to do so and are authorised to take all actions that you take on the Website. If you are accessing the Website as or on behalf of an incorporated organisation you warrant that you are authorised to act on behalf of that incorporated organisation. If you are accessing the Website on behalf of an unincorporated organisation (e.g. a community club) or in your capacity as a member of an unincorporated organisation you shall be personally responsible for your actions on the Website and for meeting your obligations under the Website Terms.

4.4          We do not guarantee that the Website, or any content on it, will always be available or uninterrupted. Access to the Website (including your Application Profile), is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Website without notice. We will not be liable to you if for any reason the Website is unavailable at any time or for any period. You should refresh your browser each and every time you visit the Website to ensure that you access the most recent version of the Website, including the most recent version of the Website Terms.

4.5          You are responsible for making all arrangements necessary for you to have access to the Website and your Application Profile.

4.6          You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of the Website Terms and other applicable terms and conditions, and that they comply with them.

4.7          The Website is directed to people residing in the United Kingdom. We do not represent that content available on or through the Website is appropriate or available in other locations. We may limit the availability of the Website or any service or product described on the Website to any person or geographic area at any time. If you choose to access the Website from outside the United Kingdom, you do so at your own risk.

5               USERS

5.1          You are able to communicate with other Users on the Website.

5.2          You are able to register with the Website and create an Application Profile in accordance with clause 9 below.

5.3          Every Funder has a contract with us which allows them to publicise and connect with other Users on the Website and fund Applicants and Projects through the Website. The contract we have with each Funder authorises us to accept and facilitate the payment of Funding to the relevant Applicant or Project through the Website.

5.4          Every Visitor has a contract with us which allows them to Donate to Applicants and Projects through the Website. The contract we have with each Visitor authorises us to accept and facilitate the payment of Donations to the relevant Applicant or Project through the Website.

5.5          Each User, Project and Funding Scheme is listed on the Website at our discretion, however we do not warrant or give any guarantee that the information on the Website relating to Users, Projects and / or Funding Schemes is correct and up-to-date nor that the Users, Projects and / or Funding Schemes listed on the Website have the appropriate authority, licenses, registrations or other permissions required to fundraise or publicise.

5.5.1      It is your sole responsibility to ensure that any Applicant and / or Fundraiser you are in, or intend to enter into, partnership with is an appropriate individual or organisation with which to enter into partnership.

5.5.2      If a Fundraiser Profile on the Website is linked to your Application Profile without your consent it is your responsibility to notify us of that Fundraiser Profile. We may decide to remove any links between that Fundraiser Profile and your Application Profile.

5.5.3      If you otherwise decide that you no longer wish your Application Profile to be linked to the profile of a particular Fundraiser, it is your responsibility to notify us of your decision and the reason for your decision. We may decide to remove any links on the Fundraiser Profile to your Application Profile.

5.5.4      We are not responsible for the fundraising activities of a Fundraiser outwith the Website and we shall not be liable to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising as a result of or in connection with all claims, losses, damages, costs (including legal costs) expenses and liabilities of every kind and nature for, or arising out of, any actions or lack of action of a Fundraiser outwith the Website

5.5.5      It is your sole responsibility to ensure you are eligible for, and can meet any terms and conditions associated with, Funding offered to you by a Funder on the Website.

5.5.6      We shall not be liable to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising as a result of or in connection with all claims, losses, damages, costs (including legal costs) expenses and liabilities of every kind and nature for, or arising out of, any use made or decision taken by you in connection with or as a result of information made available on the Website about any Applicant, Funder, Fundraiser, Funding Scheme and / or Project.

6               USER CONDUCT

6.1          You must at all times use the Website (including your Application Profile) in a respectful and legal manner.

6.2          You may not use the Website:

6.2.1      in any way that breaches any applicable local, national or international law or regulation;

6.2.2      in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

6.2.3      for the purpose of harming or attempting to harm minors in any way;

6.2.4      to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

6.2.5      to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

6.2.6      to reproduce, duplicate, copy or re-sell any part of the Website in contravention of the provisions of the Website Terms;

6.2.7      to misrepresent your identity or affiliation with any other person or organisation;

6.2.8      to disclose any information relating to any other party using the Website unless that party has consented to such disclosure; or

6.2.9      to send, knowingly receive, upload, download, use or re-use any material which does not comply with clauses 6.3 and 6.4 below;

6.2.10   to access without authority, interfere with, damage or disrupt:

(a)            any part of the Website;

(b)            any equipment or network on which the Website is stored;

(c)            any software used in the provision of the Website; or

(d)            any equipment or network or software owned or used by any third party.

6.3          You agree and warrant that all contributions (made by you or on your behalf) to the Website shall be:

6.3.1      accurate (where they state facts);

6.3.2      true, complete and not misleading;

6.3.3      genuinely held (where they state opinions); and

6.3.4      comply with applicable law in the United Kingdom and in any country from which they are posted.

6.4          You agree that all contributions (made by you or on your behalf) to the Website shall not:

6.4.1      contain any material which is actually or potentially defamatory;

6.4.2      contain any material which is obscene, offensive, hateful or inflammatory;

6.4.3      promote sexually explicit material;

6.4.4      promote violence;

6.4.5      promote discrimination based on race, gender, religion, nationality, disability, sexual orientation or age;

6.4.6      infringe any intellectual property rights of any other person, including but not limited to, any copyright, database right or trade mark;

6.4.7      be likely to deceive any person;

6.4.8      be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

6.4.9      promote any illegal activity;

6.4.10   be threatening, abusive or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;

6.4.11   be likely to harass, upset, embarrass, alarm or annoy any other person;

6.4.12   be used to impersonate any person, or to misrepresent your identity or affiliation with any person;

6.4.13   give the impression that they emanate from us or any other User or in connection with any Project, if this is not the case; or

6.4.14   advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

6.5          We reserve the right to suspend, delete or cancel your use of the Website and your Application Profile without notice in the event of any non-compliance (whether one-off, temporary or ongoing) with this clause 6 or otherwise in the event you breach the terms of the Website Terms.

6.6          Making Connections via the Website

6.6.1      If you form a Connection with any Funder on the Website in relation to a particular Project and you decide to procure Funding from that Funder for that Project, you agree to use the Website to facilitate that Funding.

6.6.2      If you do not comply with clause 6.6 above we reserve the right to withdraw your right to use the Website (including your Application Profile) and you shall incur an Administration Fee(s) in relation to any Funding received from any Funders you connected with using the Website, pursuant to clause 12.8.

6.7          Linking to the Website

You may link to the Website in a way that is fair and legal and does not damage our reputation or take advantage of it. The Website must not be framed on any other website, nor may you create a link to any part of the Website other than the home page or your Application Profile or any public Applicant, Fundraiser or Funder profiles.

6.8          You must not establish a link: (i) in such a way as to suggest any form of association, approval or endorsement on our part where none exists or on the part of any User or in connection with a Project and / or Funding Scheme; or (ii) in any website that is not owned by you.

6.9          We reserve the right to withdraw any permission granted in connection with this clause 6 without notice.

6.10       Anti-Bribery and Anti-Corruption

You agree that during your use of the Website you shall:

6.10.1   comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; and

6.10.2   not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom.

6.11       Anti-Money Laundering

You agree that during your use of the Website you shall:

6.11.1   comply with all applicable laws, statutes, regulations, and codes relating to anti-money laundering including but not limited to the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2007;

6.11.2   not engage in any activity, practice or conduct which would constitute an offence under:

(a)            sections 327 to 331 (inclusive), sections 333A or 342 of the Proceeds of Crime Act 2002; and

(b)            sections 15 to 18 (inclusive) of the Terrorism Act 2000;

6.12       if such activity, practice or conduct had been carried out in the United Kingdom.

7               PRIVACY

7.1          Our Privacy Policy sets out the terms on which we process personal data we collect from you or that you provide to us and sets out information about the cookies on the Website. We only use personal data provided to us in accordance with our Privacy Policy.

7.2          Our Privacy Policy also sets out the way in which you can use personal data provided to you on the Website or collected by you on the Website (including any personal data relating to any other User).

7.3          Please take the time to read our Privacy Policy as it includes important terms which apply to youBy using the Website:

7.3.1      you consent to the processing of personal data you provide to us as set out in our Privacy Policy and you warrant that all data provided by you is accurate; and

7.3.2      you agree to use or process data collected by you on the Website or otherwise provided to you in accordance with our Privacy Policy.

8               VIRUSES

8.1          We do not guarantee that the Website will be secure or free from bugs or viruses.

8.2          You are responsible for configuring your information technology, computer programmes and platform in order to access the Website. You should use your own virus protection software.

8.3          You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.

9               INTERACTIVE SERVICES

9.1          We may from time to time provide Interactive Services on the Website, including, without limitation:

9.1.1      voting buttons for Projects;

9.1.2      a Funding Scheme Shortlist;

9.1.3      opportunities to create and share public profiles; and

9.1.4      opportunities to communicate directly with other Users.

9.2          We are under no obligation to oversee, monitor or moderate any service or Interactive Service we provide on the Website and we do not accept any responsibility for any possible risks to users (and in particular, to children) from third parties when using the Interactive Services.

9.3          Subject to clause 18.1, we expressly exclude our liability for any loss or damage arising from the use of any Interactive Service by you in contravention of clause 6 above, whether the service is moderated or not.

9.4          The use of any of our Interactive Services by an individual under the age of 18 years old is the responsibility of that individual’s parents or guardians. Children who are using the Website should be made aware of appropriate use of the internet and online resources, their obligations under the Website Terms and the potential risks to them.

9.5          We do not warrant that any Funding Scheme Shortlist will be accurate, up-to-date or correct, or that any Funding Scheme Shortlist will be working and accessible and, subject to clause 18.1, we expressly exclude our liability for any loss or damage arising from your use of, or inclusion of your details or those of any Project on, any Funding Scheme Shortlist.

10            APPLICATION PROFILE

10.1       Creating an Application Profile

To create an Application Profile you will be required to successfully complete identification checks (to our satisfaction) so that we can verify your identity, this will include:

10.1.1   providing valid identification documents at our request;

10.1.2   providing registration details including, but not limited to, your company number, registered charity number, organisation type and legal status and details of any registrations with any membership bodies (regulated or otherwise);

10.1.3   validating your e-mail address; and

10.1.4   answering any questions we have about you and your organisation (where relevant).

10.2       To create an Application Profile you must meet the following criteria:

10.2.1   in our sole opinion you must be eligible (in accordance with clause 4.1 or as provided by us from time to time) to be listed on the Website as an Applicant;

10.2.2    you must be resident in the United Kingdom;

10.2.3   you must have provided us with the name and address of your organisation along with the name, contact number and e-mail address for a person authorised to apply for and accept Funding in the name of and on behalf of the organisation;

10.2.4   you have provided us with all the additional information we have requested which includes, but is not limited, to:

(a)            the value of Funding and Donations you require;

(b)            where you are located and where you operate; and

(c)            your aims and objectives as a potential Applicant;

(d)            details of your charitable purposes or the charitable purposes of any Project for which Funding and Donations are sought;

(e)            details of the cost breakdown of any Project for which Funding and Donations are sought, including whether any Project is for capital or revenue expenditure;

(f)             details of your beneficiaries or the beneficiaries of any Project;

(g)            details of the proposed outcomes of any Project and how these will be measured;

(h)            annual accounts, annual reports and any other documentation requested by us or by any Funder; and

(i)              details regarding your eligibility to claim a Gift Aid Repayment.

10.3       We reserve the right to refuse (at our sole discretion) to create or publish an Application Profile for you or to allow you to use the Website.

10.4       Use and maintenance of Application Profile

You agree:

10.4.1   to inform us immediately when any information which you have provided to us changes so that we can edit and update your Application Profile and any Project Profile;

10.4.2   not to provide any false information on the Website nor mislead us during the registration process, creation of any Application Profile or Project Profile or in connection with any update to any Application Profile or Project Profile;

10.4.3   to the extent legally permissible, you shall indemnify and hold us harmless, and our successors and assignees, from and against any and all claims, injuries, damages, costs, losses or legal action, arising out of or caused by your breach of this clause; and

10.4.4   to comply with the terms of clause 6 above.

10.5       You own all your Applicant Content on the Website and you grant to us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide licence to use your Applicant Content until such Applicant Content is deleted by you or by any other party which has shared such Applicant Content.

10.6       Subject to clause 7.1 above, you agree that we can use the information you provide to us in the course of registering as an Applicant on the Website and creating any Application or Project Profile in any way required for the purposes of operating the Website and facilitating any Funding arrangement or payment of any Funding or Donation.

10.7       You can control how the content and information you provide on your Application Profile is shared and made available to other registered users of the Website and members of the public through your Profile Settings. Further information regarding Profile Settings is available at The Good Exchange.

10.8       Security and passwords

10.9       If you choose, or we provide you with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

10.10    You are responsible for all conduct carried out on the Website on your Application Profile under your user name.

10.11    We have the right to disable your Application Profile and / or any user name and / or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of the Website Terms.

10.12    If you know or suspect that anyone other than you knows your user name or password, you must promptly notify us at The Good Exchange and you should change your password immediately.

11            FUNDING

11.1       You warrant that:

11.1.1   no fraudulent, criminal or otherwise improper use will be made of Funding or Donations received by you via the Website;

11.1.2   you have authority, title and capacity to accept and raise Funding and Donations in the way in which you are applying for, and receiving, using, accounting for and distributing Funding and Donations via the Website;

11.1.3   you will comply at all times with all applicable laws relevant to receiving Funding and Donations; and

11.1.4   you will maintain any necessary authorisation, permit, licence, consent, approval and registration for you to apply for and receive Funding and Donations in accordance with the law in any jurisdiction in which you operate and you will inform us immediately if, for any reason, you cease to maintain the necessary authorisation, permit, licence, consent, approval and / or registration to apply for and receive Funding and Donations.

11.2       The Website is intended to facilitate Funding arrangements between Funders and Applicants. We are not responsible for the Funding arrangements between you and any Funder. In particular we shall not be responsible for securing any action to be taken by you or the relevant Funder under such Funding arrangements.

11.3       We recommend you enter into a written funding agreement with any Funder from whom you choose to accept Funding. Any funding agreement entered into between you (individually or with a Fundraiser(s) to receive Funding is between you and the relevant Funder(s) and we shall not be party to such an agreement or have any liability or responsibility under such an agreement.

11.4       Refunds

A Funding payment or a Donation made to you on the Website will not be returned to the Funder or Visitor by us unless there has been a technical error caused by us or the Website and the relevant Funder or Visitor has contacted us immediately at The Good Exchange to report the error.

11.5       When Funding and / or a Donation has been processed due to a technical error caused by us or the Website and payment of that Funding and / or Donation has been made to you, we will notify you of the error and you must return the Funding and / or Donation to us within seven (7) days of notification of the error so that we can return this to the Funder and / or Visitor.

11.6       When Funding is paid to us due to an error on the part of a Funder and that Funding is held by us pending transfer to you we may at our sole discretion return that Funding to the Funder upon written request from the Funder. We will only facilitate the return of Funding under this clause upon payment of a refund fee of £10 which shall be chargeable to the Funder at our sole discretion.

11.7       At our sole discretion and only in limited circumstances we will facilitate the refund of a Donation (not arising due to an error caused by us) if you provide us with written instructions to make a refund of a specific Donation.

11.8       We will facilitate the return of funds if instructed to do so by you under clause 11.7 above upon payment of a refund fee of £10 which shall be chargeable at our sole discretion and is payable by you.

11.9       You are responsible for meeting your legal obligations in relation to the acceptance, refusal and return of Funding payments and Donations in accordance with the laws of the United Kingdom and in any other jurisdiction in which you or the relevant Funder and / or Visitor operate. We shall not be responsible for meeting any legal obligation you have to return a Funding payment or a Donation to the relevant Funder or Visitor respectively.

12            ADMINISTRATION FEE

12.1       We shall be entitled to payment of an Administration Fee if you enter into a Funding arrangement with a Funder to which you have made a Connection on the Website and for each payment of a Donation facilitated by the Website.

12.2       Each Administration Fee shall be a sum equal to five percent (5%) plus VAT of each payment of Funding, Donation or Gift Aid Repayment which is facilitated by the Website and shall apply regardless of the value or quantity of the sum of money paid to the Applicant or Project.

12.3       Each Administration Fee due under clause 12.1 above shall be payable by you and shall become due at the same time the Funding or Donation is transferred to you regardless of whether payment is arranged by us or made directly by the Funder to you.

12.4       Where payment is arranged by us we will deduct the Administration Fee before transferring the Funding sum, Donation or any Gift Aid Repayment claimed on your behalf to you.

12.5       Where payment of Funding is made directly to you by a Funder to which you have made a Connection on the Website, you shall promptly notify us in writing of the following:

12.5.1   the date on which you enter into a Funding arrangement with the Funder;

12.5.2   the value of the Funding paid or to be paid by the Funder; and

12.5.3   the dates on which payments of the Funding are payable to you;

no later than 3 working days after you enter into a funding arrangement with a Funder.

12.6       Where payment of Funding is made directly to you by the Funder we will issue you with an invoice for the Administration Fee, the due date for payment of which shall be fourteen (14) days from receipt of the invoice.

12.7       If a Funding sum or Donation is refunded to a Funder or Visitor under clause 11.4 or 11.6 above the Administration Fee due to us under clause 12.1 above shall not be refunded.

12.8       Termination of our agreement with you under the Website Terms, howsoever arising, shall not affect the continuation in force of this clause 12 and your obligation to pay the Administration Fee in accordance with it.

13            PAYMENT

13.1       Payment of Funding will be released to you within 7 working days of receipt by us of both the Funding and an instruction from the Funder to release the Funding.

13.2       Donations will be accrued by us and paid to you on a weekly basis.

13.3       A Gift Aid Repayment will be released to you within 7 working days of receipt by us of the Gift Aid Repayment.

13.4       You acknowledge that we may use a third party to facilitate payment to you and accept that their terms and conditions (a copy of which can be provided on request) will apply to facilitation of the payment.

14             GIFT AID AND TAX

14.1       The information provided on the Website is not accounting, taxation or financial advice, and you should not rely on information on the Website to determine any tax or accounting implications. You should seek professional advice in relation to any tax or accounting implications whether related to your activities on the Website or elsewhere.

14.2       Donations made to you may be eligible for a Gift Aid Repayment.

14.3       You shall:

14.3.1   confirm to us upon registering on the Website whether you are entitled to claim a Gift Aid Repayment and when requested to do so you shall provide all information required to enable us to facilitate the Gift Aid Repayment;

14.3.2   confirm to us upon registering a Project Profile whether it will be possible to claim a Gift Aid Repayment in respect of Donations made to that Project and provide us with any information we may require to confirm that such Donations will be eligible for Gift Aid Repayment;

14.3.3   authorise us to claim a Gift Aid Repayment on your behalf by completing HMRC’s Form ChV1 appointing us your Gift Aid agent; and

14.3.4   advise us immediately of any change to your entitlement to obtain a Gift Aid Repayment or any change to the eligibility of any Project in relation the ability to claim a Gift Aid Repayment in respect of Donations to that Project.

14.4       You shall indemnify us and hold us harmless against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim for Gift Aid Repayment we make on your behalf.

14.4.1   Subject to clause 15.1, we shall not be liable to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising as a result of or in connection with all claims, losses, damages, costs (including legal costs) expenses and liabilities of every kind and nature for, or arising out of, any claim for Gift Aid Repayment made by us on your behalf.

15            INTELLECTUAL PROPERTY RIGHTS

15.1       We are the owner or the licensee of all intellectual property rights in the Website and in the content published on it.  Those works are protected by copyright law.

15.2       You may print off one copy, and may download extracts, of any page(s) from the Website for your personal use and you may draw the attention of others within your organisation to content posted on the Website.

15.3       You must not modify the paper or digital copies of any content you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

15.4       Our status (and that of any identified contributors) as the authors of content on the Website must always be acknowledged.

15.5       You must not use any part of the content on the Website for commercial purposes without obtaining a licence to do so from us or our licensors.

15.6       If you print off, copy or download any part of the Website in breach of the Website Terms, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the content you have made.

15.7       You shall indemnify us and hold us harmless against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with content or information provided by you on the Website.

16            SUSPENSION AND TERMINATION

16.1       Failure by you to comply with the Website Terms constitutes a breach, and may result in us taking all or any of the following actions:

16.1.1   immediate, temporary or permanent withdrawal of your right to use the Website;

16.1.2   immediate, temporary or permanent removal of any posting or content uploaded by you to the Website;

16.1.3   issue of a written warning to you;

16.1.4   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;

16.1.5   further legal action against you; and / or

16.1.6   disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

16.2       The responses described in this clause 16 are not limited, and we may take any other action we reasonably deem appropriate.

17            NO RELIANCE ON INFORMATION

17.1       The content on the Website is provided for the purposes of providing a platform for Visitors to make Donations to Applicants; for the facilitation of Funding arrangements between Funders and Applicants; and for the facilitation of fundraising arrangements between Fundraisers and Applicants. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Website.

17.2       Although we make reasonable efforts to update the information on the Website, we make no representations, warranties or guarantees, whether express or implied, that the content on the Website is accurate, complete or up-to-date. We do not guarantee that the Website, or any content on it, will be free from errors or omissions.

17.3       We may update the Website from time to time, and may change the content at any time. However, please note that any of the content on the Website may be out of date at any given time and we are under no obligation to update it.

17.4       Where the Website contains content provided by third parties (including Users), links to other sites and resources provided by third parties, this content and these links are provided for your information only. We have no control over third party content on the Website or the contents of third party sites or resources linked to the Website and do not warrant their accuracy or suitability for your purposes. We make no representations, warranties or guarantees, whether express or implied, regarding any third party content contained on the Website.

18            DISCLAIMER AND LIMITATION OF LIABILITY

18.1       Nothing in the Website Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

18.2       You agree that you are solely liable for the content and information on your Application Profile(s) and Project Profile(s) you shall indemnify us and hold us harmless against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with:

18.2.1   any information and / or content made available by you on the Website; and

18.2.2   any misuse of the Website by you (including but not limited to fraud or fraudulent misrepresentation).

18.3       You agree that your use of the Website is at your sole risk.

18.4       To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Website or any content on it whether express or implied except as expressly provided herein.

18.5       Subject to clause 18.1 we will not be liable to any user for any loss or damage, whether in contract, tort (including negligence and delict), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

(b)            use of, or inability to use, the Website; or

(c)            use of or reliance on any content displayed on the Website or linked to the Website.

18.6       If you are a business, please note that in particular, we will not be liable for:

(d)            loss of profits, sales, business or revenue;

(e)            business interruption;

(f)             loss of anticipated savings;

(g)            loss of business opportunity, goodwill or reputation; or

(h)            any indirect or consequential loss or damage.

18.7       We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any content on it, or on any website linked to it.

18.8       We assume no responsibility for the content of websites linked on the Website. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

19            GENERAL

19.1       Third Party Rights

A person who is not a party to the Website Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Website Terms, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

19.2       Waiver

No failure or delay by a party to exercise any right or remedy provided under the Website 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. No single or partial exercise of any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19.3       Applicable Law and Jurisdiction

Please note that the Website Terms, their subject matter and formation (and any non-contractual disputes or claims), are governed by the laws of England and Wales. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.

19.4       Variation

No variation of the Website Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19.5       Severance

If any provision or part-provision of the Website Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Website Terms.

19.6       Partnership

Nothing in the Website Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party except as expressly provided herein. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

19.7       Force Majeure

We shall not be in breach of the Website Terms nor liable for delay in performing, or failure to perform, any of our obligations under the Website Terms if such delay or failure result from events, circumstances or causes beyond our reasonable control. In such circumstances we shall be entitled to a reasonable extension of the time for performing such obligations and may terminate our agreement with you under the Website Terms by giving five (5) days’ written notice to you.

19.8       Notices

Any notice given to a party under or in connection with the Website Terms shall be in writing:

19.8.1   to us, at our e-mail address set out in clause 19 below; and

19.8.2   to you, at your e-mail address provided to us for the purposes of setting up your user account or making your Donation; and

shall be deemed to have been received at 9.00 am on the next business day after transmission.

19.9       Clause 19.9 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. For the purposes of clause 19.9, "writing" shall include e-mail.

20            CONTACT DETAILS

Thank you for visiting the Website. If you require any further information about using the Website or the Website Terms then you can contact us at:

Address:          Liberty House, Greenham Business Park, Greenham, Thatcham, Berkshire, England, RG19 6HS

E-mail:             support@thegoodexchange.com

Support:          The Good Exchange

Website Terms – Fundraisers

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE WEBSITE

www.thegoodexchange.com (the “Website”) is operated by or for and on behalf of The Good Exchange Limited which is a limited company registered in England and Wales under the Companies Acts (Company Number 09761102) having its registered office at Liberty House, Greenham Business Park, Greenham, Thatcham, Berkshire, England, RG19 6HS (“we”, “our”, “us”).

The Website is an online platform on which:

·       charitable organisations seeking funding can register and promote their projects;

·       visitors can donate to, and show their support for, projects and organisations;

·       funders can connect with and fund charitable organisations seeking funding; and

·       fundraisers can connect with and support charitable organisations which require assistance to raise funds.

The Website is operated as an online platform on which organisations can make connections and procure funding or services directly from each other. We are not fundraisers and we do not provide funding. You understand and agree that we are not a party to any agreements entered into between any of the users of the Website and unless expressly stated herein, our responsibilities are limited to facilitating the availability of the Website as an online platform. We charge a small administration fee for facilitating the payment of donations and funding and due to our limited role as a facilitator we can only refund a donation or funding payment in very limited circumstances.

These website terms of use (together with the documents referred to herein) tell you the terms on which you may make use of the Website, as a Fundraiser (defined below) (“Website Terms”). Use of the Website includes accessing, browsing, registering to use, sharing sections of or linking to the Website.

Further information regarding the practicalities of using the Website and its functionality are available at The Good Exchange.

As a Fundraiser, you (“you”) are required to use the Website in accordance with the Website Terms. We do not have control over the conduct of any user on the Website and cannot take responsibility for anything said or done on the Website by any user. You must use the Website responsibly and in accordance with our rules regarding conduct set out in the Website Terms.

1               INTERPRETATION

1.1          Within the Website Terms the following words shall have the following meanings:

Administration Fee means the fee(s) paid by an Applicant to us in accordance with clause 12 of the Website Terms;

Applicant means any user of the Website registered on the Website as an applicant in order to seek Funding from one or more Funder(s) or Donations from one or more Visitor(s);

Donation means an unilateral and freely given cash gift given on the Website by a Visitor to an Applicant without the expectation of receipt of goods, services or otherwise and any applicable Gift Aid claimed ad paid by HMRC;

Funding means cash funding in pounds sterling given on the Website or following a connection made on the Website by a Funder(s) to an Applicant as a solus grant, as part of a co-funding arrangement or as part of a match funding arrangement;

Funder means any user of the Website registered on the Website as a funder, in order to offer Funding to one or more Applicant(s);

Funding Scheme means a Funding opportunity (access to which is restricted by eligibility criteria) made available by one or more Funder(s) to one or more Applicant(s);

Fundraiser means any user of the Website registered on the Website as a fundraiser, in order to offer fundraising services and / or opportunities to Applicant(s);

Fundraiser Content means all textual, visual or aural content and information provided by or shared by a Fundraiser on a Fundraiser Profile and elsewhere on the Website;

Fundraiser Profile means an electronic profile held by a Fundraiser on the Website;

Gift Aid means the government scheme enabling eligible charities to reclaim income tax on a Donation made by an eligible UK taxpayer;

HMRC means HM Revenue and Customs;

Interactive Services means any service made available on the Website with which you can input, comment, vote, participate or otherwise interact;

Project means any charitable project listed on the Website;

Project Profile means an electronic profile held by an Applicant on the Website for a Project;

User means any Funder, Applicant, Fundraiser or Visitor; and

Visitor means any user of the Website, whether or not registered on the Website, who is not an Applicant, Funder or Fundraiser.

1.2          A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

1.3          References to the singular shall include the plural and vice versa.

1.4          Reference to any legislation shall be to that legislation as amended from time to time.

2               TERMS OF WEBSITE USE

2.1          Please read the Website Terms carefully before you start to use the Website, as these will apply to your use of the Website. We recommend that you print a copy of the Website Terms for future reference.

2.2          By using the Website, you confirm that you accept the Website Terms and that you agree to comply with them. If you do not agree to the Website Terms, you must not use the Website.

2.3          The Website Terms refer our Privacy Policy, which also applies to your use of the Website.

2.4          It is your responsibility to access and check the Privacy Policy referred to in this clause 2 wherever and whenever you access the Website.

3               CHANGES TO THE WEBSITE TERMS

We may revise the Website Terms at any time without prior notice. If we revise the Website Terms we will publish the revised Website Terms on the Website. If you are registered on the Website we will notify you of any revisals to the Website Terms by e-mail to the e-mail address you have registered with the Website. Please check the Website Terms on the Website from time to time with regard to any changes we make as they are binding on you. You agree that your continued use of the Website after we have published or notified you of any revised Website Terms will indicate that you agree to be and are bound by the revised Website Terms.

4               ACCESSING THE WEBSITE

4.1          The Website is made available to you in your capacity as a Fundraiser free of charge.

4.2          When you access or use the Website you warrant that you are authorised to do so and are authorised to take all actions that you take on the Website. If you are accessing the Website as or on behalf of an incorporated organisation you warrant that you are authorised to act on behalf of that incorporated organisation. If you are accessing the Website on behalf of an unincorporated organisation (e.g. a community club) you shall be personally responsible for your actions on the Website and for meeting your obligations under these terms.

4.3          We do not guarantee that the Website (including your Fundraiser Profile), or any content on it, will always be available or uninterrupted. Access to the Website (including your Fundraiser Profile), is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Website without notice. We will not be liable to you if for any reason the Website is unavailable at any time or for any period. You should refresh your browser each and every time you visit the Website to ensure that you access the most recent version of the Website, including the most recent version of the Website Terms.

4.4          You are responsible for making all arrangements necessary for you to have access to the Website and your Fundraiser Profile.

4.5          You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of the Website Terms and other applicable terms and conditions, and that they comply with them.

4.6          The Website is directed to people residing in the United Kingdom. We do not represent that content available on or through the Website is appropriate or available in other locations. We may limit the availability of the Website or any service or product described on the Website to any person or geographic area at any time. If you choose to access the Website from outside the United Kingdom, you do so at your own risk.

5               USERS

5.1          You are able to communicate with other Users on the Website

5.2          You are able to register with the Website and to create a Fundraiser Profile in accordance with clause 9 below.

5.3          Every Applicant and Funder has a contract with us which allows them to publicise and connect with other Users (including you) on the Website and fundraise through the Website.

5.4          Each User, Project and Funding Scheme is listed on the Website at our discretion, however we do not warrant or give any guarantee that the information on the Website relating to Users, Projects and / or Funding Schemes is correct and up-to-date nor that the Users, Projects and / or Funding Schemes listed on the Website have the appropriate authority, licenses, registrations or other permissions required to fundraise or publicise.

5.5          It is your sole responsibility to ensure you are fundraising for and / or supporting the correct Applicant and / or Project and that the relevant Applicant and / or Project is an appropriate individual, organisation or project to receive your support.

5.6          We shall not be liable to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising as a result of or in connection with all claims, losses, damages, costs (including legal costs) expenses and liabilities of every kind and nature for, or arising out of any use made or decision taken by you in connection with or as a result of information made available on the Website about any Applicant, Funder, Fundraiser, Funding Scheme and / or Project.

6               USER CONDUCT

6.1          You must at all times use the Website (including your Fundraiser Profile), in a respectful and legal manner.

6.2          You may not use the Website:

6.2.1      in any way that breaches any applicable local, national or international law or regulation;

6.2.2      in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

6.2.3      for the purpose of harming or attempting to harm minors in any way;

6.2.4      to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

6.2.5      to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

6.2.6      to reproduce, duplicate, copy or re-sell any part of the Website in contravention of the provisions of the Website Terms;

6.2.7      to misrepresent your identity or affiliation with any other person or organisation and in particular you must not hold yourself out as being associated with any Applicant or Project if the relevant Applicant has asked you not to do so;

6.2.8      to disclose any information relating to any other party using the Website unless that party has consented to such disclosure;

6.2.9      to send, knowingly receive, upload, download, use or re-use any material which does not comply with clauses 6.3 and 6.4 below; or

6.2.10   to access without authority, interfere with, damage or disrupt:

(a)            any part of the Website;

(b)            any equipment or network on which the Website is stored;

(c)            any software used in the provision of the Website; or

(d)            any equipment or network or software owned or used by any third party.

6.3          You agree and warrant that all contributions (made by you or on your behalf) to the Website and to any Interactive Service shall be:

6.3.1      accurate (where they state facts);

6.3.2      true, complete and not misleading;

6.3.3      genuinely held (where they state opinions); and

6.3.4      comply with applicable law in the UK and in any country from which they are posted.

6.4          You agree that all contributions (made by you or on your behalf) to the Website and to any Interactive Service shall not:

6.4.1      contain any material which is actually or potentially defamatory;

6.4.2      contain any material which is obscene, offensive, hateful or inflammatory;

6.4.3      promote sexually explicit material;

6.4.4      promote violence;

6.4.5      promote discrimination based on race, gender, religion, nationality, disability, sexual orientation or age;

6.4.6      infringe any intellectual property rights of any other person, including but not limited to, any copyright, database right or trade mark;

6.4.7      be likely to deceive any person;

6.4.8      be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

6.4.9      promote any illegal activity;

6.4.10   be threatening, abusive or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;

6.4.11   be likely to harass, upset, embarrass, alarm or annoy any other person;

6.4.12   be used to impersonate any person, or to misrepresent your identity or affiliation with any person;

6.4.13   give the impression that they emanate from us or any other User or in connection with any Funding Scheme, if this is not the case; or

6.4.14   advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

6.5          We reserve the right to suspend, delete or cancel your use of the Website and your Fundraiser Profile without notice in the event of any non-compliance (whether temporary or ongoing) with this clause 6 or otherwise in the event you breach the terms of the Website Terms.

6.6          Linking to the Website

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. The Website must not be framed on any other website, nor may you create a link to any part of the Website other than the home page, your Fundraiser profile or public Funder, Fundraiser or Applicant profiles.

6.7          You must not establish a link: (i) in such a way as to suggest any form of association, approval or endorsement on our part or on the part of any other User and / or Project where none exists; or (ii) in any website that is not owned by you.

6.8          We reserve the right to withdraw any permission granted in connection with this clause 6 without notice.

6.9          Anti-Bribery and Anti-Corruption

You agree that during your use of the Website you shall:

6.9.1      comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; and

6.9.2      not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK.

6.10       Anti-Money Laundering

You agree that during your use of the Website you shall:

6.10.1   comply with all applicable laws, statutes, regulations, and codes relating to anti-money laundering including but not limited to the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2007;

6.10.2   not engage in any activity, practice or conduct which would constitute an offence under:

(a)            sections 327 to 331 (inclusive), sections 333A or 342 of the Proceeds of Crime Act 2002; and

(b)            sections 15 to 18 (inclusive) of the Terrorism Act 2000;

if such activity, practice or conduct had been carried out in the UK.

7               PRIVACY

7.1          Our Privacy Policy sets out the terms on which we process personal data we collect from you or that you provide to us and sets out information about the cookies on the Website. We only use personal data provided to us in accordance with our Privacy Policy.

7.2          Our Privacy Policy also sets out the way in which you can use personal data provided to you on the Website or collected by you on the Website (including any personal data relating to any other User).

7.3          Please take the time to read our Privacy Policy as it includes important terms which apply to youBy using the Website:

7.3.1      you consent to the processing of personal data you provide to us as set out in our Privacy Policy and you warrant that all data provided by you is accurate; and

7.3.2      you agree to use or process data collected by you on the Website or otherwise provided to you in accordance with our Privacy Policy.

8               VIRUSES

8.1          We do not guarantee that the Website will be secure or free from bugs or viruses.

8.2          You are responsible for configuring your information technology, computer programmes and platform in order to access the Website. You should use your own virus protection software.

8.3          You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.

9               INTERACTIVE SERVICES

9.1          We may from time to time provide Interactive Services on the Website, including, without limitation:

9.1.1      voting buttons for Projects;

9.1.2      a Funding Scheme Shortlist;

9.1.3      opportunities to create and share public profiles; and

9.1.4      opportunities to communicate directly with other Users.

9.2          We are under no obligation to oversee, monitor or moderate any service or Interactive Service we provide on the Website and we do not accept any responsibility for any possible risks to users (and in particular, to children) from third parties when using the Interactive Services.

9.3          Subject to clause 14.1, we expressly exclude our liability for any loss or damage arising from the use of any Interactive Service by you in contravention of clause 6 above, whether the service is moderated or not.

9.4          The use of any of our Interactive Services by an individual under the age of 18 years old is the responsibility of that individual’s parents or guardians. Children who are using the Website should be made aware of appropriate use of the internet and online resources, their obligations under the Website Terms and the potential risks to them.

10            FUNDRAISER PROFILE

10.1       Creating a Fundraiser Profile

To create a Fundraiser Profile you will be required to successfully complete identification checks (to our satisfaction) so that we can verify your identity. This will include:

10.1.1   providing valid identification documents at our request;

10.1.2   validating your e-mail address; and

10.1.3   answering any questions we have about you and your organisation (where relevant).

10.2       To create a Fundraiser Profile you must meet the following criteria:

10.2.1   in our sole opinion you must be eligible to be listed on the Website as a Fundraiser;

10.2.2   if you are an individual, you must be at least 18 years old;

10.2.3   you must be resident in the United Kingdom;

10.2.4   if you are an individual, you must have provided us with your name, residential address, contact telephone number, email address, date of birth and your fundraising location;

10.2.5   if you are a corporate fundraiser, you must have provided us with the name and address of your corporate body along with the name, contact number and email address for a person authorised to organise fundraising activities in the name of and on behalf of the organisation, and your fundraising location; and

10.2.6   you have provided us with all the additional information we have requested which may include your fundraising history and experience, how much money you have raised for past fundraising activities and the types of fundraising projects for which you would be interested in fundraising.

10.3       We reserve the right to refuse (at our sole discretion) to create or publish a Fundraising Profile for you or to allow you to use the Website.

10.4       Use and maintenance of Fundraising Profile

You agree:

10.4.1   to keep your contact information registered with us or available on any Fundraiser Profile accurate and up-to-date;

10.4.2   not to provide any false information on the Website or mislead us during the registration process or during creation of any Fundraiser Profile;

10.4.3   to the extent legally permissible, you shall indemnify and hold us harmless, and our successors and assignees, from and against any and all claims, injuries, damages, costs, losses or legal action, arising out of or caused by your breach of this clause;

10.4.4   that when you publish content using a public setting you are allowing everyone, including parties who are not registered with the Website to see that information and to associate it with you; and

10.4.5   to comply with the terms of clause 6 above.

10.4.6   You own all of your Fundraiser Content on the Website and you grant to us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide licence to use your Fundraiser Content until such Fundraiser Content is deleted by you or by any other party which has shared such Fundraiser Content.

10.4.7   Subject to Subject to clause 7.1 above, you agree that we can use the information you provide to us in the course of registering as an Fundraiser on the Website and creating any Fundraiser Profile in any way required for the purposes of operating the Website and facilitating any Funding arrangement or payment of any Funding or Donation.

10.4.8   You can control how the content and information you provide on your Fundraiser Profile is shared and made available to other registered users of the Website and members of the public through your .

10.5       Your Fundraiser Profile can be independent or linked to the profile of a certain Applicant and / or Project. It is your responsibility as the Fundraiser Profile holder to ensure that your Fundraiser Profile is linked to the correct Applicant and / or Project and that the Applicant and / or Project is an appropriate individual, organisation or project to be associated or linked with.

10.6       If your Fundraiser Profile is linked to or shows support (whether directly or indirectly) for a certain Applicant and / or Project, that Applicant and / or Project has an absolute right to contact us and request that we remove any link to your Fundraiser Profile. We can at our sole discretion remove or disable any link to your Fundraiser Profile on such a request.

10.7       Security and passwords

10.7.1   If you choose, or we provide you with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

10.7.2   You are responsible for all conduct carried out on the Website (including on your Fundraiser Profile) under your user name.

10.7.3   We have the right to disable your Fundraiser Profile and / or any user name and / or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of the Website Terms

10.7.4   If you know or suspect that anyone other than you knows your user name or password, you must promptly notify us at The Good Exchange and you should change your password immediately.

11            FUNDRAISING OBLIGATIONS

11.1       You warrant that:

11.1.1   all Funds raised by or in connection with your Fundraiser Profile will be used for the Applicant and / or Project for which they were given to you;

11.1.2   no fraudulent, criminal or otherwise improper use will be made of Donations made via your Fundraiser Profile;

11.1.3   you have authority, title and capacity to perform fundraising activities on your own behalf or on behalf of the corporate fundraiser for which you are using the Website;

11.1.4   you will comply at all times with all applicable laws relevant to fundraising in the United Kingdom and in any other jurisdiction in which you operate;

11.1.5   you will maintain any authority, permit, licence, consent, approval and / or registration necessary for you to fundraise in accordance with UK law and you will inform us immediately if, for any reason, you cease to maintain the authority, permit, licence, consent, approval and / or registration required to operate the fundraising activities; and

11.1.6   you shall ensure that any Applicant and / or Project for which you are raising Funds agrees to you doing so on its behalf.

11.2       The Website is intended to facilitate fundraising arrangements between Fundraisers and Applicants. We are not responsible for the fundraising arrangements between you and any Applicant for whom you choose to fundraise. In particular we shall not be responsible for enforcing any action to be taken by you or the relevant Funder under such fundraising arrangements.

11.3       We recommend you enter into a written fundraising agreement with any Applicant for whom you choose to fundraise. Any fundraising agreement entered into between you (individually or as a co-fundraiser) and an Applicant to provide fundraising services is between you and the relevant Applicant and we shall not be party to such an agreement or have any liability or responsibility under such agreement.

11.4       You are responsible for meeting your legal obligations in relation to the operation of your fundraising activities and in relation to any fundraising arrangement between you and an Applicant in accordance with the laws of the United Kingdom and in any other jurisdiction in which you or the relevant Applicant operates.

12            INTELLECTUAL PROPERTY RIGHTS

12.1       We are the owner or the licensee of all intellectual property rights in the Website, and in the content published on it. Those works are protected by copyright law.

12.2       You may print off one copy, and may download extracts, of any page(s) from the Website for your personal use and you may draw the attention of others within your organisation to content posted on the Website.

12.3       You must not modify the paper or digital copies of any content you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

12.4       Our status (and that of any identified contributors) as the authors of content on the Website must always be acknowledged.

12.5       You must not use any part of the content on the Website for commercial purposes without obtaining a licence to do so from us or our licensors.

12.6       If you print off, copy or download any part of the Website in breach of the Website Terms, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the content you have made.

12.7       You shall indemnify us and hold us harmless against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with content or information provided by you on the Website.

13            SUSPENSION AND TERMINATION

13.1       Failure by you to comply with the Website Terms constitutes a breach, and may result in our taking all or any of the following actions:

13.1.1   immediate, temporary or permanent withdrawal of your right to use the Website;

13.1.2   immediate, temporary or permanent removal of any posting or content uploaded by you to the Website;

13.1.3   issue of a written warning to you;

13.1.4   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;

13.1.5   further legal action against you; and / or

13.1.6   disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

13.2       The responses described in this clause 13 are not limited, and we may take any other action we reasonably deem appropriate.

14            NO RELIANCE ON INFORMATION

14.1       The content on the Website is provided for the purposes of providing a platform for Visitors to make Donations to Applicants; for the facilitation of Funding arrangements between Funders and Applicants; and for the facilitation of fundraising arrangements between Fundraisers and Applicants. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Website.

14.2       Although we make reasonable efforts to update the information on the Website, we make no representations, warranties or guarantees, whether express or implied, that the content on the Website is accurate, complete or up-to-date. We do not guarantee that the Website, or any content on it, will be free from errors or omissions.

14.3       We may update the Website from time to time, and may change the content at any time. However, please note that any of the content on the Website may be out of date at any given time and we are under no obligation to update it.

14.4       Where the Website contains content provided by third parties (including Users), links to other sites and resources provided by third parties, this content and these links are provided for your information only. We have no control over third party content on the Website or the contents of third party sites or resources linked to the Website and do not warrant their accuracy or suitability for your purposes. We make no representations, warranties or guarantees, whether express or implied, regarding any third party content contained on the Website.

15            DISCLAIMER AND LIMITATION OF LIABILITY

15.1       Nothing in the Website Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

15.2       You agree that you are solely liable for the content and information on your Fundraiser Profile. You shall indemnify us and hold us harmless against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with:

15.2.1   any information and / or content made available by you on the Website; and

15.2.2   any misuse of the Website by you (including but not limited to fraud or fraudulent misrepresentation).

15.3       You agree that your use of the Website is at your sole risk.

15.4       To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Website or any content on it whether express or implied except as expressly provided herein.

15.5       Subject to clause 15.1 we will not be liable to any user for any loss or damage, whether in contract, tort (including negligence and delict), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

(b)            use of, or inability to use, the Website; or

(c)            use of or reliance on any content displayed on the Website or linked to the Website.

15.6       If you are a business, please note that in particular, we will not be liable for:

(a)            loss of profits, sales, business or revenue;

(b)            business interruption;

(c)            loss of anticipated savings;

(d)            loss of business opportunity, goodwill or reputation; or

(e)            any indirect or consequential loss or damage.

15.7       We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any content on it, or on any website linked to it.

15.8       We assume no responsibility for the content of websites linked on the Website. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

16            GENERAL

16.1       Third Party Rights

A person who is not a party to the Website Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Website Terms, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act

16.2       Waiver

No failure or delay by a party to exercise any right or remedy provided under the Website 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. No single or partial exercise of any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16.3       Applicable Law and Jurisdiction

Please note that the Website Terms, their subject matter and formation (and any non-contractual disputes or claims), are governed by the laws of England and Wales. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.

16.4       Variation

No variation of the Website Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.5       Severance

If any provision or part-provision of the Website Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Website Terms.

16.6       Partnership

Nothing in the Website Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party except as expressly provided herein. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

16.7       Force Majeure

We shall not be in breach of the Website Terms use nor liable for delay in performing, or failure to perform, any of our obligations under the Website Terms use if such delay or failure results from events, circumstances or causes beyond our reasonable control. In such circumstances we shall be entitled to a reasonable extension of the time for performing such obligations and may terminate our agreement with you under these terms of website use by giving five (5) days’ written notice to you.

16.8       Notices

Any notice given to a party under or in connection with the Website Terms use shall be in writing:

16.8.1   to us, at our e-mail address set out in clause 17 below; and

16.8.2   to you, at your e-mail address provided to us for the purposes of setting up your user account or making your Donation; and

shall be deemed to have been received at 9.00 am on the next business day after transmission.

16.9       Clause 16.9 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. For the purposes of clause 16.9, "writing" shall include e-mail.

17            CONTACT DETAILS

Thank you for visiting the Website. If you require any further information about using the Website or the Website Terms then you can contact us at:

Address:          Liberty House, Greenham Business Park, Greenham, Thatcham, Berkshire, England, RG19 6HS

E-mail:             support@thegoodexchange.com

Support:          The Good Exchange