1. Introduction

1.1    whatimpact was founded by social impact-driven entrepreneurs to match businesses and grant-makers who wish to partner with charitable organisations, social enterprises and other community groups (VCSEs) that have projects and initiatives that suit the social value and CSR ambitions of those businesses. We do this by hosting and maintaining the Platform, which uses proprietary software algorithms and other data-driven matchmaking systems to help businesses and grant-makers to find VCSE partners and manage these partnerships. The platform offers VCSEs an opportunity to showcase their work, request resources and manage business and grant-maker partnerships (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 (B2B) rather than individuals. All individuals registering as platform users are representatives of those entities whose profile they manage. We recommend using official organisation emails as the platform will communicate platform changes and other relevant information to all platform users considering them as entities.

 

2. Definitions:

Contract means an agreement to supply Services to a Supporter (Business or grant-maker) or Recipient (VCSE) 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 in return for the Services, including Subscription Fees, Add-on Service 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 create a profile 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). The Order entails the access to free and premium features.

Platform means whatimpact’s online platform, which includes its proprietary domain: https://whatimpact.com/ and all subdomains (including www.whatimpact.co.uk nationalsocialvaluemarketplace.com, socialvaluemarketplace.com and 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.

Activity(-ies) means any initiative uploaded by a Recipient onto the Platform regarding which the Recipient is requesting a Grant.

Recipient means one of our verified VCSEs partners to whom Supporters may make Grants to in accordance with these Terms.

Subscription means the regular or one-off payment for membership of the Platform as a Supporter, 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 for Recipient to apply for.

whatimpact/ ‘we’ ‘us’ ‘our’ means the company that provides the Services and runs this Platform being whatimpact Enterprises Ltd, UK company registration number: 10236472 having its registered office at 1 Testard Road, Guildford, England, GU2 4JT.

 

3. Registration and Orders

3.1   To access the platform VCSE directory, to create a Recipient or Supporter profile or use dashboard services for any entity, you must first register as an organisation to the platform (Order) and set up a profile with requested details.

3.2   Both Recipient and Supporter profiles are free to create. Recipients access all the platform services for free. Supporters can use ‘Free’ platform features and get access to ‘Premium’ features by subscribing to either monthly/one off fee or annual subscription services.

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

3.4   Supporters subscribing to monthly/pay-as-you-go features can manage all subscription changes on the platform. Supporters subscribing to annual packages will be served by whatimpact customers service and charges will be invoiced.

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

3.6   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, job role 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 organisation’s social value and social impact goals and

4.3.5   any other information relating to your Offers.

4.4   Supporters can create public Offers for Recipients to apply for. This includes detailed social value delivery criteria and due diligence questions that Recipients must respond to. 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.

4.7   If you make a Grant, you will be required to use the Offer system to share the details of the Grant, including the Grant value and the Grant Period, and other information. This allows recipients suitable for the criteria to apply for the Grant.

4.8   Supporters have access to various partnership management features depending on their subscription, such as Social Value Plan, Volunteering Management and Social Impact Reporting.

4.9   When the Supporter verifies their match with the Recipient, they are bound to deliver the Grant to the Recipient. whatimpact does not coordinate or distribute Grants on the platform. The Supporter and Recipient agree between themselves how the distribution will happen.

4.10   Supporters can request a Social Impact Report from the Recipient. This is a paid service and can be paid-as-you-go or as part of an annual subscription. Each report requested will contribute a £50 grant to the Recipient creating the report. Supporters must acknowledge that we allow Recipients to deliver the report in 14 days from the report request.

4.11   Supporters can share their Social Value Plans, Impact Reports and Volunteering Opportunities as URL links to their stakeholders. If Supporter signposts a Social Value Plan, Offer, Match, Impact Report or Volunteering data to a specific Public Sector/Housing Association (Client) contract, whatimpact holds right to share this data with the Client for social value monitoring purposes

 

Recipients

4.12   If you wish to be a VCSE Recipient, you must submit create a VCSE profile and create at least one activity (project) which you are seeking resources for. If you are a registered charity in England, Scotland or Wales, your profile will be automatically published on the platform with Charity Commission data. You can claim this profile and complete the profile.

4.13   If you are a Social Enterprise, you can create a profile with the company number and by using your Companies House company profile link.

4.14   If you are an unregistered community group or other type of charitable organisation or school, you can create an Unregistered Community Group profile. We request financial and founder details about your organisation. Also, it is recommended, that you have a signed declaration in place to verify the community group.

4.15   Recipient profiles need to be fully and accurately filled. The Recipient is responsible for the information uploaded into the Platform, except the Charity Commission and 360Giving data we apply to the profiles through API. whatimpact holds right to remove profiles that do not filled with accurate data or are suspected not to be authorised by the organisation at hand.

4.16   Please note that we do not onboard Recipients that registered outside of the United Kingdom.

4.17   Recipients are required to upload content to our Platform relating to their Activities. By uploading 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 organisations profile and/or to incorporate it into other materials in any form, for the purposes of marketing.

4.18   Recipients are permitted to share their Profiles and Activities on the Platform via embedded links.

4.19   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.

4.20   Recipients are required to submit one or several Social Impact Reports to the Supporter on their request. This report is filled on the Match related semi-automated reporting system. You can use any type of data and feedback on your Activities to complete the report. The information must be accurate and you might be requested to provide evidence. Each report you are requested to complete will generate £50 grant for your Recipient Grant Credit Account.

4.21   Grant Credit Account keeps records of each £50 grant earned, and whatimpact will pay the grants biannually to the account details Recipient provides.

Everyone

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

4.23   The platform offers Recipients and Supporters an Inbox system where direct communication between potential partners and verified partnerships are held. This messaging system also delivers email alerts when new messages arrive. All profile holders are advised to communicate on the channel in a prompt manner and using polite language.

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

 

5. Basis of Contract Supporters

5.1   The Free Subscription on our Platform does not constitute a contractual offer to provide the Services to you. When a Profile has been created 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 for Premium subscription has been made on the platform, 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. whatimpact supports this process via customer service chat channel on the platform.

5.3   When you make an Order on the platform you receive an email from us confirming the Order (Order Confirmation) and VAT receipt for your Order. When making an Order for annual subscription, the confirmation will be delivered via email. Your subscription will start when the invoice has been paid. Our invoice payment term is 14 days.

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   In regards the Matches you make on 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 on the dashboards 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 proceed with other Potential Matches.

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.

5.8   whatimpact requires that the Supporter obtains and maintains appropriate insurance policies to cover its liabilities to Recipient 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.

 

6. Fees for Supporters

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  The annual and grant-programme related subscriptions vary in price according to the size of the entity/grant programme. Also, whatimpact might offer additional services to subscriptions based on Supporters requests.

6.3  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, we advice you to go for an annual subscription which will be invoiced. All invoices issued under Clause 6.2 must be settled within 14 days of the invoice and before you can use the Services.

6.4  Prices and charges will be invoiced with VAT at the rate applicable at the time of the Order.

6.5   All Monthly and pay-as-you-go Subscription Fees are 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 on the platform or your subscription has agreed to start when paying by invoice. The subscriptions done on the platform last for the chosen period, renewing automatically unless terminated by you or us for a length of time equal to the initial period.

7.2   The subscription model you choose on the platform applies to all users on your Support profile.

7.3   You may terminate your monthly Subscription on whatimpact dashboard. Your Subscription will then end on the subsequent renewal date.

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

7.4.1   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;

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

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

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

7.5   If we end the Contract in the situations set out in Clause 7.3, 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. 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 commits to deliver impact reports when requested within 14 days of the request

9.1.7   it shall respond promptly to any and all enquiries from whatimpact when contacted; and

9.1.8   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 materials, templates and data 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, share links or download extracts of any page(s) from our Platform for your personal use and for reporting on your partnership activities to your stakeholders.; 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 or impact reporting using your specific URL.

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 19.3.3, 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 19.3.3, 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.