1.1 About us
Goodsted Community LTD (“Goodsted”, “us” or “we”) is responsible for the development and management of the software platform that enables you to connect and collaborate with organisations, collectives and community projects to share time, skills and in-kind resources to progress social and environmental causes. We are registered in England and Wales under Company Number 11368417 and have our registered office at Impact Brixton, 17a Electric Ln, Brixton, London SW9 8LA.
1.2 When these terms apply
By using our Platform and Service you confirm that you have read these Terms and confirm to us that you have the right, authority, and capacity to enter into these Terms.
1.3 Changes to these terms
Please note that we may update these terms from time to time. We will let members of the Platform (the “Member” or “Members”) know about any updates to these Terms via email (if you subscribe to receive email updates). We will post any changes to our Site by updating these Terms, so please revisit them every so often, because we assume that you agree with these Terms at all material times if you continue to use our Platform and Services.
2.1 The following definitions and rules of interpretation apply in these Terms:
Agreement: means these Terms or Use and all materials referred to or linked herein.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Individual Member: has the meaning provided to it in clause 3.1.
Individual Member Account: means the online account created on app.goodsted.com that allows an Individual Member access to the Platform.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Opportunity: means an opportunity to bring people, skills, energy and resources together to collaborate on a specific task or activity to progress projects that create positive social and environmental impact.
Organisation Member: means the business, academic institution, organisation, firm, charity who creates an Organisation Member Account on the Platform and subscribes to our Subscription Service.
Organisation Member Account: the account created on app.goodsted.com that allows an Organisation Member access to the Platform.
Platform: the online software application available at app.goodsted.com that facilitates engagement between individuals and groups to take action and achieve social and environmental impact.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to writing or written includes email.
3. Use of the Platform
3.1 Member accounts
In order to access certain features of the Platform you will need to create a Member Account and complete our registration form available at app.goodsted.com or another designated URL.
Both individual persons, as well as entities with legal personality may become Members. This means that both Individual Members and Organisation Members are considered to be Members of the Platform.
Upon receipt of the completed registration forms referred to in the above, the Platform administrator shall (at its discretion) either accept or decline the request for the Member Account. Where the Administrator accepts the request, it shall create the Member Account and provide the Member with access to the Platform.
By making a request for an Individual Member Account Organisation Member Account, the requesting individual accepts these Terms. If you do not agree to these Terms, you should not submit a request to register.
You agree to ensure that the details provided by you on registration are true, accurate, current and complete. It is your responsibility to update your information and inform us of any changes to your details.
3.2 Member obligations
The Member shall:
comply with all applicable laws and regulations with respect to its activities under its Member Account and/or the use of the Platform; and
prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify us of the same;
not allow its Member Account to be used by anyone other than the Member;
create a secure password for its use of the Member Account and shall keep that password confidential;
comply with this Agreement at all time when using its Member Account and/or otherwise making use of the Platform.
The Member shall not access, store, distribute or transmit any Viruses or any material during the course of its use of the Platform that:
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
is otherwise illegal or causes damage or injury to any person or property;
and we reserve the right, without liability or prejudice to its other rights to the Member, to disable the Member's access to any material that breaches the provisions of this clause.
The Member shall not:
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted by us:
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;
access all or any part of the Platform in order to build a product or service which competes with the Platform;
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party;
attempt to obtain, or assist third parties in obtaining, access to the Platform other than as provided under these Terms; or
introduce or permit the introduction of, any Virus into our network and information systems.
We modify the Platform from time to time, including by adding or removing features and functionalities, in an effort to improve your experience.
4. Engaging with Members and Opportunities
Once a Member Account is created, the Member can connect with other Members and/or participate in Opportunities. The Members can, via its Member Account, select its preferences to receive information about particular Members and Opportunities hosted on the Platform.
Members can also, at their discretion, create Opportunities, or volunteer and/or support existing Opportunities.
Each time a Member creates an Opportunity, engages with other Individual Members and/or Organisation Members, the Member must:
ensure that any content it provides and the description of the Opportunity is accurate and not misleading;
comply with all applicable laws and regulations;
ensure that the Opportunity:
is not defamatory of any person, absence, offensive hateful or inflammatory;
does not promote any illegal activity, sexually explicit material, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
does not infringe any Intellectual Property Rights of a third party;
is not likely to deceive any person or breach any legal duty owed to a third party;
is not threatening, abusive or invade another’s privacy or cause annoyance, inconvenience or needless anxiety;
is not likely to harass, upset, embarrass or alarm another person or otherwise impersonate any person, or misrepresent the Member’s identity or affiliation with another person or organisation; and
does not contain any advertising material or promote any services or web links to third party sites.
By creating an Opportunity, the Member warrants and undertakes that the Opportunity shall comply with the standards as set out in these Terms.
We reserve the right to remove any Opportunity and/or any content uploaded on to the Platform, at any time (without notice), if the Opportunity and/or the content do not comply with the standards set out in these Terms.
Goodsted is not a party to any agreement between you and any other Member(s) of the Goodsted Platform.
Use of the Platform is entirely at the Member’s own risk. The Platform is made available to support, enable or facilitate access to Opportunities made available to Members through it.
Member(s) assume all risks associated with dealing with other Member(s) on the Platform. Any contract entered into and any transaction completed through the Platform is between you and the relevant third party.
We shall have no liability or obligation whatsoever in relation to the unavailability of, or use or misuse of the Platform by any third party or in respect to any contract entered into between Member(s).
You accept all responsibility for and agree to release Goodsted (to the extent permissible by law) entirely from any claims, liabilities, disputes, actions or proceedings arising from or connected to your interaction with any third party through your use of the Platform, or as a result of any transactions, interactions, conduct or communications between you and other Member(s) of the Platform.
5. Intellectual property rights
5.1 Our intellectual property rights
All Intellectual Property Rights in or arising out of or in connection with the Goodsted Platform (save for the material referred to in clause 5.3 below) shall be owned by us and nothing in this Agreement shall transfer ownership of any such Intellectual Property Rights to the Member.
5.2 Sharing on Goodsted
The Platform allows Members to share information in many ways, including through their individual member profile, organisation member profile, posts, and messages. The information and content that you share or post on the Platform may be seen by other Members, or others off the Platform.
Where we make privacy settings available, we will honor the choice you make about who can see your content or information (e.g. sharing content only to a specific organisation member group). For organisation member profiles, we default to sharing your page publicly.
5.3 Your license to Goodsted
Any content (including any photographs) that are uploaded or posted on to the Platform will be considered non-confidential and non-proprietary. The Member shall retain ownership of rights in the content uploaded by it (including any photographs), and the Member is only granting us, a non-exclusive, irrevocable, perpetual, transferrable, sub-licensable, royalty free and worldwide licence to use, store and copy that content (including any photographs) and to distribute and make it available to third parties.
These rights are limited in the following ways:
You can end this license for specific content by deleting such content from the Platform, or generally by closing your account, except to the extent you shared it with others and they copied, re-shared it or stored it.
For content uploaded or posted as "public", we enable a feature that allows other Members to embed that public content onto third-party services, and we enable search engines to make that public content findable through their services. This means you consent to giving others the right to publish your “public” content beyond the Platform.
6. Data protection
All parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
7. Limitation of liability
Nothing in these Terms limits any liability which cannot legally be limited, including but not limited to liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; and
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
This Subject to clause 7.1, the following types of loss are wholly excluded by us:
Loss of profits
Loss of sales or business.
Loss of agreements or contracts.
Loss of anticipated savings.
Loss of use or corruption of software, data or information.
Loss of or damage to goodwill.
Indirect or consequential loss.
The Platform may include information and materials uploaded by other users of the Platform. This information and these materials have not been verified or approved by us. The views expressed by other users on the Platform do not represent our views or values.
This clause 7 shall survive termination of the Agreement.
A Member may close:
its Member Account; or
at any time by notifying us of this request at firstname.lastname@example.org
Without affecting any other right or remedy available, we may, at our discretion, undertake all or any of the following actions in the event that a Member fails to comply with these Terms:
withdraw or suspend a Member’s access to the Platform (in whole or in part);
remove an Opportunity uploaded by a Member on to the Platform;
suspend access to an Opportunity uploaded by a Member on to the Platform; or
close the Member Account.
9.1 Force majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
9.2 Assignment and other dealings.
We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.
The Member shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without our prior written consent.
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.3(b).
Each party may disclose the other party&aops;s confidential information:
to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9.3; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under this Agreement.
9.4 Entire agreement.
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
Nothing in this clause shall limit or exclude any liability for fraud.
9.5 Variation. Except as set out in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
9.6 Waiver. A waiver of any right or remedy under this Agreement by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
9.7 Severance. If any provision or part-provision of this Agreement 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 this Agreement.
Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified by the parties from time to time.
Any notice or communication shall be deemed to have been received:
if delivered by hand, on signature of a delivery receipt;
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 9.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
9.9 Third party rights. Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
9.10 Governing law. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with their subject matter or formation shall be governed by, and construed in accordance with the law of England.
9.11 Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or their subject matter or formation.
9.12 Contact Information.If you wish to contact us in writing, or if these Terms require you to give notice to us in writing, please contact us at email@example.com.