PHD Access Ltd

Terms & Conditions

1. Introduction

1.1 whatimpact was founded by social impact-driven entrepreneurs to match businesses and grant-makers who wish to participate in corporate social responsibility (CSR) with charitable or social enterprises that have projects and initiatives that suit the CSR ambitions of those businesses. We do this by hosting and maintaining the Platform, which uses proprietary software algorithms and artificial intelligence to Match parties that are well suited together (the “Services”).

1.2 These Terms constitute a contract between all users of the Platform and/or our Services (“you”) and whatimpact. Your use of our Platform is subject to these Terms, and by using the Platform, you agree to be bound by them. If you do not agree to these Terms, you must not use our Platform.

1.3 This Platform is designed to provide the Services to entities rather than individuals. Consequently, whilst we welcome individuals to view and browse the Platform, we will not provide Services to individuals.

2. Definitions:

Contract means an agreement to supply Services to a Giver or Recipient subject to these Terms.

Grant means a monetary donation or resource donation (including skills-based volunteering or a product or service donation) made by a Supporter to a Recipient after being Matched together by the Platform (‘Granting’ and ‘Granted’ shall be construed accordingly).

Fee means any and all charges invoiced by whatimpact to a Supporter or Recipient in return for the Services, including Subscription Fees and Successful Grant Fees (as defined in Clause 6.4).

Match means a confirmed collaboration between a Supporter and Recipient following a Potential Match where a Supporter has made a Grant offer verified on the Platform by both the Supporter and the Recipient (‘Matching’ and ‘Matched’ shall be construed accordingly).

Order means the Supporter or Recipient’s initial commitment to a Subscription submitted following the step-by-step process set out on the Platform or as otherwise agreed between the parties (‘Ordering’ and ‘Ordered’ shall be construed accordingly).

Platform means whatimpact’s online platform, which includes its proprietary domain: https://whatimpact.com/ and all subdomains (including www.whatcharity.com), the web-app associated with that domain, as well as any mobile or tablet application operated by Whatimpact.

Potential Match means a suggested suitable collaboration between Supporters and Recipients made by the Platform using our proprietary software.

Project(s) means any initiative uploaded by a Recipient onto the Platform regarding which the Recipient is requesting a Grant.

Recipient means one of our verified charitable or social enterprise partners to whom Supporters may make Grants to in accordance with these Terms.

Subscription means the regular payment for membership of the Platform as a Supporter or Recipient, as set out in the Order and renewing on a periodic cycle according to the Subscription type.

Supporter means all commercial businesses or grant-making entities that wish to make Grants to Recipients.

Terms means these Terms and Conditions.

Offer means an offer to provide Grant funding to Recipients, uploaded to the Platform by each Supporter.

Whatimpact/ ‘we’ ‘us’ ‘our’ means the company that provides the Services and runs this Platform being Dobook Limited t/a whatimpact with whatCharity UK company registration number: 10236472 having its registered office at 27 Testard Road, Guildford, England, GU2 4JU.

3. Registration and Orders

3.1 To make an Offer or list a Project, you must first sign up for your chosen Subscription package and complete your profile.

3.2 The description of the Subscription packages is as stated on the Platform, marketing emails or any other form of advertisement.

3.3 If at any time you would like to upgrade your Subscription, please do so through the Platform.

3.4 We reserve the right to make beneficial changes to the Platform at any time. This could be to comply with any applicable law, regulation or safety requirements or to implement minor technical adjustments and improvements, for example, to optimise your use of the Platform.

3.5 We also reserve the right to make changes to your subscription’s price or amend the included features from time to time. Any changes will be notified to you at least 30 days prior to when such changes are due to take effect.

4. Registration

4.1 When Ordering a Subscription, you will be required to register for an account via the Platform. You remain responsible for all actions and security related to your account on behalf of the Supporter or Recipient you represent. You must not sign up as a Supporter or Recipient unless you have the requisite authority to do so.

4.2 You must also signify agreement with the Privacy & Cookies Policy and these Terms before completing your Order.

Supporters

4.3 You will then be required to submit details, which depending on the Order you have made, may include:

4.3.1 Your contact name and the name and corporate details of the Supporter;

4.3.2 contact email address;

4.3.3 contact mobile telephone number;

4.3.4 details of your CSR need and Grant capability; and

4.3.5 any other information relating to your Offer.

4.4 Supporters must then generate and submit their due diligence questions that Recipients must respond to once the Platform makes a Potential Match. These questionnaires will not be shared publicly or with any third parties.

4.5 Once you have uploaded your Offer, you acknowledge and consent to your personal information and the Supporter’s contact information being shared with any Matched Recipient. Once this information has been passed directly onto the Recipient, they may contact you via the Platform with information that may interest you.

4.6 We may contact you by using email or other communication methods, and you expressly agree to this. This includes sending you the reports of your Grant record.

4.7 If you make a Grant, you will be required to submit to us the details of the Grant, including the Grant value (monetary values can be hidden from the public view of the Platform at the request of the Supporter) and the Grant Period.

Recipients

4.8 If you wish for your charitable organisation or social enterprise to become a Recipient, you must submit an application through the Platform. We will then assess your application, and we may ask you for more details. We will require certain information during the onboarding process, which may include, but is not limited to:

4.8.1 Confirmation of governing document;

4.8.2 Company number where applicable;

4.8.3 Charity Commission registration number or Scottish Charity Commission registration number where applicable; and

4.8.4 Your contact details or those of any individual administering the account (the Recipient must claim a Charity Commission England and Wales or Scottish Charity Register registered charity profile on our database. The Platform will then automatically inform the Recipient of this claim to their official email. You will then receive your verification email).

4.9 Please complete the Recipient profile fully and accurately as the Recipient is responsible for the information uploaded into the Platform.

4.10 Please note that we do not onboard Recipients that are based outside of the United Kingdom.

4.11 Recipients are required to upload content to our Platform relating to their Activities. By permitting us to upload any Activity to our Platform, the Recipient grants whatimpact and our affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully sub-licensable licence to use, reproduce, modify, adapt, publish, translate, distribute, and display any part of the Activity and/or to incorporate it into other materials in any form, for the purposes of marketing.

4.12 Recipients are permitted to link to their Activities on the Platform via embedded links using a portal provided by whatimpact.

4.13 Please note that in order to Match with a Supporter, Recipients must first provide details of their Activities they wish to be supported and complete and submit ALL questions asked by the Supporter in the due diligence questionnaire.

Everyone

4.14 Any user of the Website may also elect to receive information from us by signing up for our user support bulletin.

4.15 We retain and use all information strictly under the Privacy and Cookies Policy.

5. Basis of Contract

5.1 The description of the Subscription on our Platform does not constitute a contractual offer to provide the Services to you. When an Order has been submitted on the Platform, we can reject it for any reason, although we will try to tell you the reason without delay. In such an instance, if payment has already been taken, we will refund you in full.

5.2 The Order process is set out on the Platform. Each step allows you to check and amend any errors before submitting the Order. It is your responsibility to check that you have used the ordering process correctly.

5.3 A Contract will be formed for the Subscription you have Ordered when you receive an email from us confirming the Order (Order Confirmation) or within two business days of the Order being placed by you, whichever is the earlier. You must ensure that the Order Confirmation is complete and accurate and inform us immediately of any errors. We are not responsible for any inaccuracies in the Order placed by you. By placing an Order, you agree to us giving you confirmation of the Contract by means of an email with all information in it (i.e. the Order Confirmation). You will receive the Order Confirmation within a reasonable time after making the Contract, but in any event not later than the commencement of your Subscription.

5.4 If we cannot accept your Order, we will inform you of this as soon as possible. This may be because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, or because you have had a Subscription in the past and we have canceled this due to your conduct.

5.5 Once we have identified a Potential Match via the Platform, whatimpact has discharged its obligations to you. All contractual matters are between the Supporter and the Recipient. In addition, once the Match is confirmed by the parties, we expect the transaction to occur, and so the details of the Grant will be published in the profiles of both the Supporter and the Recipient. Therefore, it is of the utmost importance that both parties communicate any important information relating to a Match between them prior to confirmation, including, but not limited to, any restrictions on the Grant being provided.

5.6 If either party rejects the Potential Match, there will be no further obligation on behalf of the other party, and we would encourage you to wait for another Potential Match.

5.7 No variation of the Contract can be made after it has been entered into unless the variation is agreed by whatimpact in writing and authorised by a member of our senior staff.

6. Fees

6.1 The price of the Subscriptions is those set out on the Platform at the date of the Order or such other price as we may agree in writing.

6.2 You will be required to pay when using our online checkout service on the Platform by submitting your credit or debit card details with your Order. If for any reason, your organisation does not have the capacity to make card payments, annual subscriptions can be invoiced. All invoices issued under Clause 2 must be settled with seven days before you can use the Services.

6.3 Prices and charges include VAT at the rate applicable at the time of the Order.

6.4 For Supporters offering Grants, the monthly or annual subscription, or one-off fee, is paid using our online checkout service (see 6.2). In addition to the fee, a “Successful Grant Fee” (bespoke commission) will be invoiced to the Supporter by whatimpact (see 6.6). For the avoidance of doubt, the Successful Grant Fee is in addition to and is not subtracted from the Grant.

6.5 Where a Grant is resource-based, the Supporter must have pre-selected a Subscription that permits these types of donations. The fees due to the Platform are included in the cost of this Subscription.

6.6 Once both the Supporter and the Recipient have confirmed a Match, whatimpact will send an invoice to the Supporter for the Successful Grant Fee. Successful Grant Fees shall be payable within 14 days following the transmission of a digital invoice from whatimpact to the Supporter. It is the responsibility of the Supporter to provide us with all necessary details to generate the invoice without delay.

6.7 All Subscription Fees must be taken through the Platform. We process payments using Stripe, which are subject to the Stripe terms and conditions, incorporated into these Terms by reference.

7. Term and Termination

7.1 Subscriptions commence on the date that you receive the Order Confirmation and endure for the chosen period, renewing automatically unless terminated by you or us for a length of time equal to the initial period.

7.2 You may terminate your Subscription by contacting whatimpact. Your Subscription will then end on the subsequent renewal date.

7.3 We may end your Subscription at any time by writing to you if you commit a breach of these Terms as follows:

7.3.1 you do not make any payment to us when it is due, and you still do not make payment within seven days of us reminding you that payment is due;

7.3.2 in the case of a Supporter, if a Grant is not honoured after a Match is confirmed;

7.3.3 you pursue a Potential Match outside of the Platform without informing us or confirming a Match on the Platform; or

7.3.4 you demonstrate a pattern of behaviour which in our sole opinion is likely to cause damage to our reputation by association.

7.4 If we end the Contract in the situations set out in Clause 3, we may deduct or charge you reasonable compensation for the net costs we will incur as a result of you breaching the Contract and for any outstanding commission payments.

8. Cancellation or Revocation of Grants

If a Supporter wishes to cancel or revoke a Grant, they must contact both whatimpact and the Recipient without delay. However, please note that in either case, Successful Grant Fees shall be non-refundable. In addition, all records of Grants shall be erased from the Platform and Subscription Fees shall remain unchanged.

9. Recipient Obligations

9.1 The Recipient represents and warrants that:

9.1.1 it has the necessary authority, rights and licences to fundraise legally on the Platform;

9.1.2 the details of the causes and campaigns detailed on the Projects are up-to-date, accurate, truthful and not misleading for Supporters;

9.1.3 it has all the necessary consents, rights and licences to publicise any content contained within its Projects, including photos or videos depicting third parties;

9.1.4 it shall not misuse any personal data of Supporters shared with it through the Platform in contravention of applicable data protection laws or send unsolicited emails to Supporters;

9.1.5 it shall respond promptly to any and all enquiries from Supporters in relation to Grants;

9.1.6 it shall respond promptly to any and all enquiries from Whatimpact when contacted; and

9.1.7 if applicable, it shall inform Whatimpact of the occurrence and the nature of any “Serious Incident” reported to the Charity Commission at any time.

9.2 The Recipient shall indemnify, defend and hold harmless whatimpact against all losses that Whatimpact incurs or suffers however arising as a result of or in connection with:

9.2.1 the Recipient’s breach of the warranties set out herein;

9.2.2 the Recipient’s breach or negligent performance or non-performance of any obligations under these Terms;

9.2.3 any damage to reputation suffered by whatimpact as a result of the Recipient’s breach of these Terms or negligence; and/or

9.2.4 any claim made by a Supporter or any third party arising out of or in connection with a Grant made to the Recipient, to the extent that such claim arises as a result of any breach of these Terms or any law or regulation either through the negligence or criminal intent of the Recipient or its staff or contractors.

9.3 whatimpact requires that the Recipient obtains and maintains appropriate insurance policies to cover its liabilities to Supporters and whatimpact under these Terms, including, but not limited to, coverage regarding risk to the health and safety of any volunteers provided by a Supporter to a Recipient.

9.4 whatimpact reserves the right to suspend and terminate the use of the Platform by any Recipient that breaches these Terms.

10. Intellectual property

10.1 We are the owner or the licensee of all intellectual property rights in our Platform and the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

10.2 “whatimpact” is an unregistered trademark and is legally protected by the laws of “passing off” and “unfair competition”. No rights are granted to Supporters, Recipients or any third parties to reproduce or use our trademark for any purpose without prior written approval.

10.3 You are permitted to:

10.3.1 print off one copy or download extracts of any page(s) from our Platform for your personal use; and

10.3.2 draw the attention of others to content on our Platform PROVIDED THAT our status (and that of any identified contributors) as the authors of content on our Platform is always acknowledged.

10.4 However, you must not:

10.4.1 modify the paper or digital copies of any materials you have printed off or downloaded in any way;

10.4.2 use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text; or

10.4.3 except as provided for in these Terms, use any part of the content on our Platform for commercial purposes without obtaining a licence to do so from us or our licensors.

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

11. Viruses and maintenance

11.1 We do not warrant or guarantee that our Platform is free of errors, viruses, Trojan horses or other destructive or contaminating components or content. We provide no warranty or guarantee that our Platform is compatible with your computer equipment and are under no obligation to do so.

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

11.3 You are responsible for configuring your information technology, computer programmes and platform to access our Platform. You should use your own virus protection software.

11.4 You must not misuse our Platform by knowingly introducing viruses, trojans, worms, logic bombs, or other malicious or technologically harmful material. You must not attempt to gain unauthorised access to our Platform, the server on which our Platform is stored or any server, computer or database connected to our Platform. You must not attack our Platform via a denial-of-service attack or a distributed denial-of-service attack.

11.5 From time to time, we may temporarily suspend the operation of our Platform with or without prior notice, either wholly or in part for repair or maintenance work or to update or otherwise improve its content, features or functionality.

12. Linking to our Platform

12.1 You may link to our Platform, provided you do so in a fair and legal way and does not damage our reputation or take advantage of it. We prefer that you link to our Platform through the social media links provided or sharing your organisation profile using your specific URL and/or whatimpact award banner.

12.2 You must not, without explicit permission:

12.2.1 establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;

12.2.2 establish a link to our Platform on any website that you do not own;

12.2.3 frame our Platform on any other Platform, nor create a link to any part of our Platform other than the home page; or

12.2.4 link from any Platform that contains fraudulent, false, misleading or deceptive information; or defamatory, libellous, obscene, pornographic, vulgar or offensive content; or promotes discrimination, racism, hatred, harassment or harm toward any third-party; or promotes violence or actions that are threatening to any third-party; or promotes illegal or harmful activities.

12.3 We reserve the right to withdraw linking permission without notice.

13. Third-party links on our Platform

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

14. Confidentiality

14.1 We undertake not to disclose any confidential information regarding the business of any Supporter or Recipient to any third party except as provided for under these Terms. However, we may disclose your confidential information:

14.1.1 to our employees, officers, representatives, subcontractors or advisers who require such information for the purposes of carrying out their obligations under these Terms; or

14.1.2 as may be required by the law of a court of competent jurisdiction or any governmental or regulatory authority.

15. Successors and our sub-contractors

15.1 We can transfer the benefit of these Terms to someone else. However, we will remain liable to the other for its obligations under these Terms. We will always tell you in writing if this happens, and we will ensure that the transfer will not affect your rights under these Terms.

15.2 You may only transfer your rights or obligations under these Terms to another person or entity if we agree to this in writing.

15.3 No person who is not a party to these Terms shall have any rights to enforce any of its provisions, and these Terms can be varied without any third-party’s consent. Neither of us will need to get the agreement of any other person to end the Contract or make any changes to these Terms.

16. Circumstances beyond the control of either party

16.1 In the event of any failure by a party because of something beyond its reasonable control:

16.1.1 the affected party will advise the other party as soon as reasonably practicable; and

16.1.2 the affected party’s obligations will be suspended so far as is reasonable, PROVIDED THAT that party will act reasonably, and the party will not be liable for any failure which it could not reasonably avoid.

17. Reliance on our Platform

17.1 The content on our Platform, including the information provided within the profiles of Supporters and Recipients, is not fact-checked by us and is provided for general information purposes only. Therefore, the content on our Platform is not intended to amount to advice on which you should rely, and both Supporters and Recipients should conduct their own due diligence before confirming any Matches.

17.2 Although we make reasonable efforts to ensure that all the content on our Platform is correct, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete or up to date.

18. Prohibited use

18.1 You may not use the Platform for any of the following purposes:

18.1.1 in any way which causes, or may cause, damage to the Platform or interferes with any other person’s use or enjoyment of the Platform;

18.1.2 in any unlawful or fraudulent manner;

18.1.3 to transmit, or to procure the transmission of any unsolicited marketing materials to us;

18.1.4 in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;

18.1.5 to knowingly introduce viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;

18.1.6 to gain unauthorised access to our Platform, the server on which our Platform is stored or any server, computer or database connected to our Platform; or

18.1.7 making, transmitting or storing electronic copies of Content protected by copyright without the permission of the owner.

19. Limitation of liability

19.1 This Platform and the Services advertised on it are provided “as is” and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, we disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

19.2 Further, we do not accept any liability for any losses that flow from events that occur between a Supporter and Recipient resulting from a Potential Match suggested by the Platform.

19.3 In respect of any claims that are not excluded, we limit our liability as follows:

19.3.1 Except to the extent expressly stated in Clause 3.3, all terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.

19.3.2 Subject to Clause 3.3, we shall not be liable in contract or tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent) or otherwise for any loss or damage of whatsoever kind howsoever arising suffered in connection with your use of this Platform, including but not limited to: indirect and consequential losses, any economic loss, loss of revenue, business, profits or business opportunities, anticipated savings or profits, loss of or damage to reputation, loss of goodwill or data or for any punitive damages, penalties, interest or costs, (including legal and professional costs and expenses) suffered in connection with the supply of the Services. Our total liability to you for all other losses arising under or in connection with any Contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total Fees paid by you under the Contract.

19.3.3 We do not exclude liability for: (i) any fraudulent act or omission; or (ii) for death or personal injury caused by negligence or breach of our other legal obligations, including breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.

19.4 Clause 19 will survive termination of the Contract.

20. General

20.1 We may vary these Terms from time to time. Such revised terms will apply to the Platform from the date of publication. Users should check the Terms regularly to ensure familiarity with the then current version.

20.2 These Terms contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to these Terms.

20.3 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms, and no third party will have any right to enforce or rely on any provision of these Terms.

20.4 If any court or competent authority finds that any provision of these Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms will not be affected.

21. Governing law, jurisdiction and complaints

21.1 The Contract (including any non-contractual matters) is governed by the law of England and Wales.

21.2 Disputes can be submitted to the jurisdiction of the courts of England and Wales or, where the Supporter lives in Scotland or Northern Ireland, in the courts of respectively Scotland or Northern Ireland.

21.3 We try to avoid any dispute, so we deal with complaints in the following way: If a dispute occurs, please contact us to find a solution. We will aim to respond with an appropriate solution within five days.

REGISTERED NAME

PHD Modular Access Services Ltd

REGISTERED NUMBER

02690003

ORGANISATION TYPE

Private limited company by share

LOCATION

England: Greater London, London

Last Updated:
20.01.2022

Our Work

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