Terms and Conditions of your Membership
Please read the following terms and conditions carefully as they govern the relationship between us and you, in accordance with your membership.
Membership Terms
1. Commencement of Membership
1.1. The Contract between the ‘Client’ and ‘CharityWise’ shall commence on the date when you sign up for the Membership (the “Commencement Date”) and shall continue, unless terminated earlier, in accordance with these terms.
WHERE YOU HAVE A SUBSCRIPTION
1.2. The Contract commences on the Commencement Date and shall continue for an indefinite term providing the Client meets the Membership Rules criteria.
2. Supply of Membership
2.1. CharityWise shall allow access to the Client from the Commencement Date in accordance with the Contract.
2.2. During the term of the Contract the Client shall:
2.2.1. comply with the Membership Rules;
2.2.2. co-operate with CharityWise in all matters relating to the Membership; and
2.2.3. subject to clause 9.3, shall not and shall not allow any other third party to reproduce, copy, distribute, modify, decompile, disassemble, decode or redesign any of the CharityWise IPRs except in accordance with these Membership Terms, without the prior written consent of CharityWise.
3. Incorrect Membership
3.1. The Memberships are to be provided to and restricted to access to registered charities, charitable or not-for-profit organisations.
3.2. The Memberships are not intended to be provided to entities which do not fall into the categories set out in clause 3.1 and where the Client does not fall into these categories (which we will determine at our absolute discretion) we will terminate your Membership.
3.3. The Membership will be provided in accordance with clause 2.
3.4. The Client undertakes to:
3.4.1. act in good faith and hold their Membership as an individual connected to a charity or not-for-profit organisation; and
3.4.2. notify CharityWise without undue delay upon the Client becoming aware they no longer meet the requirements for Membership.
3.5. Upon CharityWise becoming aware of the Client being in the incorrect Membership:
3.5.1. CharityWise shall notify the Client that they are in the incorrect Membership breach, thus not meeting the requirements of Membership;
3.5.2. CharityWise shall terminate the Client’s Membership with immediate effect.
4. Parent and Sub Account Membership Accounts
4.1. Where the Client obtains an Organisational Membership, the Client will create a designated “Parent Account”. The Parent Account must only be a charity linked email domain or account.
4.2. The Parent Account will be responsible for:
4.2.1. managing all of the membership accounts of the Client (the “sub-account(s)”) including creating sub accounts. All sub-accounts must only be a charity linked email domain or account;
4.2.2. ensuring that all of the sub accounts agree to and comply with the Membership Terms and the Membership Rules; and
4.2.3. ensuring that sub accounts are only created for and accessible by employees or workers of the Client.
4.3. Where a sub account does not comply with Membership Terms or the Membership Rules, or is not being used by an employee or worker of the Client, then we reserve the right to close the sub account.
4.4. Where there is more than one instance of a sub account being used in a non-compliant manner, then we reserve the right to terminate the Membership of the Client.
4.5. The Membership is between the Client and us, and does not extend:
4.5.1. throughout an organisations group (such as to a subsidiary of the Client);
4.5.2. to individual branches of an organisation that are not owned or ran by the Client; or
4.5.3. to other entities within the organisations network (which may be determined by CharityWise at its discretion).
4.6. The Client agrees that they shall not allow any person to have access to a sub account, or the Parent Account, in breach of clause 4.5.
5. Limitation of Liability
5.1. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
5.1.1. Death or personal injury caused by negligence; and
5.1.2. Fraud or fraudulent misrepresentation.
5.2. To the fullest extent permitted by law , CharityWise, and any of its affiliates, will not be liable in connection with this contract for any:
5.3. Loss of profits;
5.4. Lost business opportunities;
5.5. Reputational damage;
5.6. Loss of data through downtime of the site; or
5.7. Any indirect or direct damages.
5.3. CharityWise and any of its affiliates will not be liable to you in connection with this contract for any amount that exceeds £1000.
6. Data Protection
6.2. CharityWise will only process Personal Data in accordance with its Privacy Policy.
7. Intellectual Property
7.2. CharityWise and its licensors shall retain ownership of all of CharityWise’s IPRs.
7.3. CharityWise grants the Client a fully paid-up, non-exclusive, revocable, royalty-free, licence to use CharityWise’s IPRs for the purpose of receiving and using the Membership during the term of the Contract.
7.4. In accordance with the licence granted under clause 6.2, the Client shall be entitled to distribute CharityWise’s IPRs internally within the company/ charity and shall be entitled to use CharityWise’s IPRs (such as any template forms or documents) for their own business purposes. The Client shall not, without the prior written consent of CharityWise, distribute any of CharityWise’s IPRs to any other third party.
7.5. The right granted under clause 9.3 shall not entitle the Client to upload any CharityWise IPRs to any website, portal or such other third party site.
7.6. The licence granted by CharityWise in clause 9.2 is subject to CharityWise’s discretion and can be revoked at any time where CharityWise reasonably deems the Client to be infringing upon CharityWise’s intellectual property rights, with the Contract or with the Membership Rules.
8. Termination and Consequences of Termination
8.2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by:
8.2.1. giving the Client immediate written notice to terminate the Contract stating the reason for termination.
8.3. Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:
8.3.1. the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so; or
8.3.2. the other party takes any step or action in connection with its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
8.4. On termination or expiry of the Contract for whatever reason:
8.4.1. any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and
8.4.2. termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liability of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
9. General
9.2. Force majeure.
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
9.3. Variation
9.3.1. CharityWise may amend this Contract from time to time by giving the Client 30 days’ written notice of the amended Contract.
9.3.2. The Client’s continued use of the Membership following the Review Period shall constitute the Client’s acceptance of the variation.
9.4. Assignment and other dealings.
9.4.1. The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without CharityWise’s prior written consent.
9.4.2. CharityWise may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
9.5. Entire Agreement
9.5.1. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
9.5.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this 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.
9.6. Governing Law and Jurisdiction
9.6.1. This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
9.6.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
10. Definitions:
10.2. Client, means the natural person, corporate or unincorporated body who agrees to the Contract with CharityWise.
10.3. Contract, means the contract between the Client and CharityWise as set out in these Membership Terms and the Membership Type.
10.4. CharityWise, is a trading name of Fresh Egg Limited, a company registered in England and Wales, with company number 03950929 whose registered office is 1-13 Buckingham Road, Worthing, West Sussex, BN11 1TH.
10.5. CharityWise’s IPRs, means the trademarks and all Intellectual Property Rights of which CharityWise are the owner or licensee, including any CharityWise Materials.
10.6. CharityWise Materials, means all documents, products and materials developed by CharityWise or its agents, contractors, employees or any third party, as part of or in relation to the Membership.
10.7. Individual Memberships, shall mean Memberships that are exclusively available for individuals who work within the charity sector.
10.8. Intellectual Property Rights or IPRs, means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, 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.
10.9. Membership, means access to the services and digital access provided by CharityWise.
10.10. Membership Terms, means these conditions.
10.11. Membership Rules, means the rules which members are expected to follow when using the Membership. These can be found further in this document.
11. Interpretation:
11.2. 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, descriptions, definition phrase or term preceding those terms.
11.3. A reference to writing or written includes email but not fax.
11.4. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
11.5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
11.6. Unless the context otherwise requires, words in the singular shall include the plural and vice versa, and a reference to one gender shall include a reference to the other genders.
Rules and Terms of Use
For Members:
• By applying for membership you agree not to distribute CharityWise member only resources to non-members for any purpose, unless you have obtained our explicit prior written permission from a Senior Manager of CharityWise.
• You agree to only distribute CharityWise resources within your company/ charity and shall not distribute to any other non-member or third party, unless you have obtained our explicit prior written permission from a Senior Manager of CharityWise.
• Where you are an individual and have signed up to the Membership, we anticipate that you have subscribed to your Membership for the purposes of your own trade, business, craft or profession. As a result we believe that you are not subscribing to the Membership as a Consumer (for the purposes of the Consumer Rights Act 2015). An example of where you would not be considered to be a Consumer would be where you are a contractor providing marketing (or similar) services to companies or charities.
• Organisations and individuals are not permitted to sell CharityWise memberships or member benefits unless they have obtained our explicit prior written permission from a Senior Manager of CharityWise. The terms of any on-selling will be governed by a separate contract in place with CharityWise.
For non-Members:
Where you do not have a Membership to CharityWise, you will still be able to access our freemium membership materials. By accessing our materials and our website as a freemium member, you are agreeing to be bound by these Freemium Membership Rules. Where you do not act in accordance with these rules, we reserve the right to remove your access to our site and materials.
• Organisations and individuals are not permitted to sell CharityWise memberships or member benefits unless they have obtained our explicit prior written permission from a Senior Manager of CharityWise. The terms of any on-selling will be governed by a separate contract in place with CharityWise.
Your use of this site
Your use of this site constitutes acceptance of these membership rules, which take effect on the first day of use of the site. You agree to use this site only for lawful purposes, and in a manner which does not infringe the rights of, restrict, or inhibit the use and enjoyment of this site by any third party. Such restriction and inhibition includes, without limitation, conduct which is unlawful or which may harass or cause distress or inconvenience to any person, the transmission of obscene or offensive material or disruption of normal flow of dialogue within this site.
Modification of the terms and conditions
CharityWise reserves the right to change the terms and conditions in accordance with the Membership Terms. Your continued use of the site after changes are posted constitutes your acceptance of this agreement as modified.
Copyright
Copyright in the material (including information, downloadable resources, images, logos, photos, and overall appearance of the site) is owned or licensed by CharityWise. Commercial use or publication of the material including reproduction, storage, modification, distribution or publication without the prior written consent of CharityWise or, where applicable, the respective copyright owner(s) is prohibited, except for your own personal or non-commercial use.
Photographs
You do not have permission to use any of the photographs found on our site or within our materials for any purpose other than those set out in the Membership Terms.
Links to other websites
CharityWise is not responsible for the contents or the reliability of linked third-party websites, either to or from the CharityWise website, and does not necessarily endorse the views expressed within them. Any site wanting to create a link to the CharityWise website, or to request a link to be created to them, should contact us.
Limitation of liability
CharityWise does not accept liability for any damages, including, without limitation, indirect or consequential damages, loss of profits, or any damages whatsoever arising out of, or in connection with the use or loss of use of this site. CharityWise does not warrant that the functions contained in the material in this site will be uninterrupted or error free, that defects will be corrected, or that this site or the server that makes it available are free of viruses or bugs. Use of this website and the information is entirely at the user’s sole risk. In no event will CharityWise be liable for any damages whatsoever arising out of or related to this website. Your sole and exclusive remedy for dissatisfaction with this website is to stop using the site and the information.
In respect of our live chat features as well as our responses to general enquiries, these will usually be available during the following hours:
Monday to Thursday – 9am to 5pm;
Friday – 9am to 3pm; and
Saturday, Sundays and bank holidays in England and Wales – at no time.
In addition to this, there may be scheduled maintenance or downtime from time to time. We make no guarantees in respect of the uptime or availability of the live chat or in respect of any response times.
In the event the live chat is unavailable (for any reason) please direct any queries to our Contact Form.
Content accuracy
Whilst all reasonable efforts have been made to ensure the accuracy of content, no responsibility can be taken for any error or omission; anything deemed inaccurate can be brought to CharityWise’s attention by contacting us.
Comments or complaints
If you would like to provide comments, feedback or make a complaint please get in touch here:
Our Contact Form
Email: [email protected]
Address: CharityWise c/o Fresh Egg Ltd, 1-13 Buckingham Road, Worthing, West Sussex, BN11 1TH
