Terms and conditions
10. Restrictions
10.1. Restrictions
You shall not, and shall not allow, procure or induce any other person to:
10.1.1. reproduce, alter, adapt, modify, arrange, extract, reutilise, exploit, translate, recompile, decompile, disassemble, reverse engineer, distribute, co-mingle with any other data, or share any other form of, or create any derivative work from all or part of the Platform;
10.1.2. share, (re)distribute, sell, sublicense, rent, lease, lend, store or otherwise make available (including free of charge), by any means whatsoever, for any purposes (including in read-only, editable or downloadable formats) the Platform or any content found on the Platform to any person or third party, whether as a service or otherwise, or place such information in any data feed (including RSS), without our prior written consent;
10.1.3. post, access, store, distribute, transmit, upload or allow to be uploaded to the Platform any materials that:
10.1.3.1. are corrupt, or contain any virus or vulnerabilities;
10.1.3.2. may impersonate, offend, disparage or otherwise bring into disrepute or cause damage to TGN, or any other third party;
10.1.3.3. may cause the Platform or the Services or any part of the either to be interrupted, damaged or rendered less effective;
10.1.3.4. restrict any other user from enjoying the Services;
10.1.3.5. are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or which is otherwise illegal or which may cause harm to any person or property;
10.1.4. remove or obscure any copyright or other proprietary or other notice contained in the Platform;
10.1.5. access to the Platform or use the Services in any manner intended to circumvent or exceed any account limitations or controls;
10.1.6. use the Services in any manner that violates any applicable laws, or in violation of any third-party rights of privacy or Intellectual Property Rights;
10.1.7. use the Platform or any part of it for any development purposes or to develop any applications, software or other technology that could in any way interact or interfere with the performance of the Platform or any portion thereof, or in general distort or interfere with the integrity or implementation of the Platform and any information it contains;
10.1.8. store or use any portion of the Platform or any content on the Platform, and generally access the Platform or use of the Services with a view to creating and/or marketing a product or service similar to the Services in any way which copies or reproduces any feature, function or graphic attributes of the Platform.
10.1.9. carry out and/or disclose the results of tests or performance tests of the Platform without the prior written consent of TGN;
10.1.10. do, or fail to do, anything which may damage or prevent damage to the reputation of TGN or the Platform;
10.1.11. use the Platform to record or transmit malicious code and/or unlawful, defamatory or otherwise unlawful material, or generally use the Services or Platform for any illegal purpose or in any manner inconsistent with the provisions of these Terms;
10.1.12. share, move, modify, interface, copy, broadcast, reproduce, port or otherwise route the Platform or any portion thereof with or to any other equipment, network or software without TGN’s prior written consent; or
10.1.13. use the Platform or Services except as expressly permitted in these Terms.
10.2. Modification
We reserve the right, at our sole discretion, to modify the Platform or the Services without prior notice and liability to you in any way and for any reason at our sole discretion.
11. Intellectual property rights
11.1. For the avoidance of doubt, TGN (or its third-party licensors) owns all Intellectual Property Rights in and to the Platform and, subject to these Terms, grants to you a limited, non-exclusive, revocable, non-transferable and non-sublicensable licence to use the Services solely for the purposes outlined herein. For the purposes of these Terms, “Intellectual Property Rights” means: (i) patents, registered trademarks, registered designs, applications and rights to apply for any of those rights; (ii) unregistered trademarks, copyright, topography rights, database rights, moral rights, know-how, rights in designs and inventions, discovery or process, and applications for and rights to apply for any of the foregoing; (iii) trade, business and company names, domain names and email addresses; (iv) rights to prevent passing off or unfair competition and copyright (whether in drawings, plans, specifications, designs and computer software or otherwise); (v) the goodwill attaching to any of the aforementioned rights; and (vi) any forms of protection of a similar nature and having equivalent or similar effect to any of them; in all the above cases, throughout the world, including countries which currently exist or are recognised in the future.
11.2. Upon becoming a Member of the Service, we may use your personal and engagement data including your name, organisation’s name, nominated charity, photograph, logo, voice and/or other likeness for the purposes of advertising, marketing and promoting the services, such as by promoting that you have signed up as a TimeGiver and/or offered your time to show that you have used our Services. Such licence granted in this Clause 11.2 shall extend to any forms of media, including but not limited to digital and electronic media, print media and social media, both current and subsequently developed, without the necessity for further compensation to you and without the need for additional notice, review or approval by you, to the fullest extent permitted by law. Further, you agree to execute and deliver any documents, including waivers and releases, as may be reasonably requested by TGN to confirm or effectuate the rights granted in licence aforementioned.
12. Subscription fee
12.1. Subscription Fee
TimeBidders may access and use the Services in consideration of an annual subscription fee (a “Subscription Fee”), which shall provide TimeBidders with an annual subscription (an “Annual Subscription”) to access a network of TimeGivers for the purposes of value exchange and charitable donations.
12.2. Payment of Subscription Fee
As a TimeBidder, you authorise TGN to charge your relevant Authorised Payment Method for the Subscription Fee to access and use the Services. Where TGN fails to charge your Authorised Payment Method (for example, where your Authorised Payment Method has expired or is no longer valid), TGN reserves the right to re-bill the TimeBidder’s Authorised Payment Method. Where, following such re-billing, TGN is unable to successfully bill the TimeBidder’s Authorised Payment Method, TGN reserves the right, at its sole discretion, to suspend or terminate the TimeBidder’s account and access to the Services until payment of the Subscription Fee is made in full. For the purposes of these Terms, “Authorised Payment Method” means a current and valid payment method accepted by a TimeBidder for the Subscription, and shall include, without limitation, a credit or debit card.
12.3. No Set-Off or Withholding
Any Subscription Fee to be paid to TGN under these Terms will be paid in full, in advance of the Annual Subscription and without any set-off, deduction or withholding, including, without limitation, on account of any counterclaim. Under no circumstances shall any refunds be made by TGN to the applicable TimeBidder.
12.4. Taxes
All Subscription Fees are exclusive of value added tax (“VAT”) and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any governmental or other authority, which will be payable by the TimeBidder in addition to the Subscription Fee in the manner and at the rate prescribed by law from time to time.
12.5. Authorised Payment Method
TimeBidders acknowledge and agree that they will keep all of their relevant business information and all information relating to their Authorised Payment Method accurate, up to date and complete.
12.6. Price Revision
You acknowledge and agree that we reserve the right to increase the Annual Subscription Fee, for any reason and at any time in our sole discretion. We shall use all reasonable endeavours to provide thirty (30) calendar days’ notice of such increase, but time shall not be of the essence for such notification. If you refuse the increase of the Fees pursuant to this Clause 12.6, you will have the right to terminate your Annual Subscription by giving notice to TGN in writing within thirty (30) days following notice of such increase. In the event that you exercise such a right, the Annual Subscription shall continue to the end of Annual Subscription, after which the Annual Subscription shall be cancelled.
13. Feedback
In the event that you provide us with any suggestions, ideas, improvements or other feedback regarding any aspect of the Services (“Feedback”), we shall own all Feedback.
14. Usage data
We may monitor your activity on the Platform and create and/or use data and metrics regarding your use of the Services for internal business purposes, including but not limited to analytics, quality assurance, product and service development and/or improvement, the assessment of churn rates and for other business purposes (“Usage Data”). We shall own all Usage Data.
15. Compiance with laws
TGN will provide the Services in compliance with all applicable laws and regulations. If TGN becomes aware of any misconduct by any of its personnel in the performance of the Services, TGN will immediately notify TimeBidder or TimeGiver in writing and use its best efforts to mitigate the effects of such misconduct on TimeBidder or TimeGiver.
16. Liability
16.1. Exclusion of Liability
Nothing in these Terms limits or excludes either Party’s liability (as applicable) for: (i) death other personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be limited or excluded by law.
16.2. Exclusion of Indirect Losses
Notwithstanding any other provision of these Terms, in no event shall TGN be liable for any indirect, consequential or special loss (whether from breach of contract, tort, (including negligence), breach of statutory duty or otherwise) arising out of or related to your use of the Services.
16.3. Liability Cap
Subject to Clauses 17.1 and 17.2, and to the extent permitted by applicable law, TGN’s maximum aggregate liability arising out of or relating to these Terms (whether based in contract, tort (including negligence) or any other legal or equitable theory) will be limited to the lower of, where applicable: (i) the Subscription Fee; or (ii) £100
16.4. Limitations
You expressly agree that any claims for damages against TGN arising under or in connection with these Terms will be time barred to twelve (12) months after the event giving rise to the claim.
16.5. Scope of Liability
For the avoidance of doubt, you acknowledge and agree that:
16.5.1. TGN does not facilitate nor have the power to enforce the fulfilment of any Activities pursuant to an Offer. Accordingly, TGN shall not be liable under any circumstances in the event that an Activity is unfulfilled and/or is unattended;
16.5.2. TGN is not responsible for any Activity, including the substance, performance and content of any Activity;
16.5.3. TGN does not guarantee and is not responsible for the information pertaining to the descriptions, conditions and natures of any Offers on the Platform. All such information is provided by the applicable TimeBidder or TimeGiver;
16.5.4. TGN makes no guarantees, claims, warranties, representations or any other similar statements about the authenticity or validity of any Offer posted on the Platform; and
16.5.5. TGN is not responsible for any cancellation, delay, postponement, diversions or omissions of any party (including third parties) with respect to the fulfilment of an Activity pursuant to an Offer.
16.6. You agree to indemnify, defend, and hold harmless TGN from and against all liabilities, costs, expenses, damages and losses (including reasonable professional fees) suffered or incurred or paid by TGN arising out of or in connection with any claim brought against TGN: (i) for a breach of these Terms; and/or (ii) by a third party due to any act and/or omission by you.
17. Notices
17.1. Any notice or communication required or permitted under these Terms shall be sent by email and, in the case of TGN, to support@timetogive.network and in the case of you, to the email address indicated on your account on the Platform, and shall be deemed to have been received by the addressee at the time of receipt, except that if an automatic electronic notification is received by the sender within four (4) hours after sending the email informing the sender that the email has not been delivered to the recipient or that the recipient is out of the office, that email will be deemed not to have been served.
18. Entire agreement
These Terms constitute the entire agreement between the Parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communications between the Parties, whether written or oral. Each Party acknowledges that, in entering into these Terms, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms.
19. No waiver
A delay in exercising or failure to exercise a right or remedy under or in connection with these Terms will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy.
20. Invalidity
If any provision of these Terms is or becomes unenforceable, it shall be deemed deleted, but that shall not affect the enforceability of the rest of the Terms.
21. Rights of third parties
Except as expressly provided by these Terms, a person who is not a Party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.
22. Governing law
These Terms and any and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be exclusively governed by, and construed in accordance with English law, without regard to conflicts of laws principles. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
23. Jurisdiction
The Parties irrevocably consent and submit to the exclusive jurisdiction and venue of the courts of London in all disputes or claims arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).
These Terms were last updated on 25/3/24.
1. Introduction
1.1 Introduction
Welcome to timetogive.network. Timetogive.network is an online website and platform of application, services, products and tools (the “Platform”) owned and operated by Time to Give Network, a community interest company (CIC) registered in England and Wales with company number 14683880 and a registered office address of 2 Adelaide St, St Albans AL3 5BH (“TGN”, “we”, “us” or “our”) that connects the financial services community for charitable causes. For the purposes of these terms and conditions (the “Terms”), both you and TGN shall be referred to individually as a “Party” and collectively, the “Parties” and the provision of the Platform to you by us constitutes the “Services").
1.2. Acknowledgement of Terms.
By using the Services, you acknowledge that you have read, understood and agree to be bound by these Terms, as well as any other applicable policies, including without limitation TGN’s privacy policy, cookie policy and any other policies and procedures that TGN may update from time to time in TGN’s sole discretion (the “Policies”). Your use of the Services is also subject to these Policies which continue to apply as long as you continue to use the Services. We encourage you to read these Terms in conjunction with such Policies.
1.3. Agreement to Terms.
If you do not agree to these Terms or any changes to these Terms, you must cease using the Services immediately. Please be aware that if you do not agree to these Terms and then continue to use the Services, or if you violate or breach any provisions of these Terms, TGN reserves the right to suspend or delete your account.
1.4. Updates and Amendments
We may amend and/or update these Terms from time to time at our sole discretion. Your continued use of the Services following such an update will be considered acceptance of such changes.
2. Registration
2.1. Individuals and Organisations
You may register, access and use the Services as an individual or on behalf of your organisation. By agreeing to these Terms on behalf of your organisation, you warrant and represent that you are an authorised representative of such organisation and that you have the power and authority to bind them to these Terms. By registering for the Services, you or your organisation shall be deemed a member (a “Member”) of the Services.
2.2. TimeBidders and TimeGivers
You may access or use our Services in the capacity of a TimeBidder or a TimeGiver. For the purposes of these Terms, a “TimeBidder” refers to any Member who registers and participates on the Services with the intent to engage TimeGivers on a non-exclusive basis for, without limitation, expertise or insights (“Activity” or “Activities”) in exchange for a charitable donation (a “Donation”). A “TimeGiver” refers to any Member who registers or participates on the Services with the intent to provide an Activity to a TimeBidder in exchange for a Donation to a charity of their choice.
2.3. Membership Packages
By becoming a TimeBidder you acknowledge and agree that you may become subject to the terms of TGN’s applicable membership packages (the “Membership Packages”), which may be amended by TGN for any reason, at any time, at its sole discretion. Membership is automatically renewed at the end of each term unless the applicable Member provides TGN with written notice of their intent not to renew at least sixty (60) days prior to the end of the current term. In the event of any inconsistency or conflict between these Terms and the terms of any Membership Packages, the terms of the applicable Membership Package will prevail.
2.4. Age Requirement
You must be eighteen (18) years old to register, access and use the Services. By registering for access and using the Services, you represent and warrant that you are at least eighteen (18) years old, are capable of forming a binding contract with us and meet any eligibility requirements stated herein. If you do not meet this requirement, you must not register, access or use the Services.
2.5. Registration Data
You agree to provide accurate current and complete information about yourself as prompted by the registration form (“Registration Data”) during registration and at other points as may be required in the course of using the Services from time to time. You agree to maintain and update your Registration Data as required to keep it accurate, current and complete. We may terminate your ability to access the Services if any information you provide is false inaccurate or incomplete.
2.6. Personal Data
While identifying ideal connection opportunities and scheduling meetings for you, it may be necessary for TGN to share your Personal Data as defined by applicable Data Protection Laws, with third parties and TimeGivers or TimeBidders including transferring your Personal Data to another country which country may protect your Personal Data differently than in your country.
You understand and consent that your Personal Data may be shared to third parties as necessary to provide the Services including (a) transfer from the European Union, the European Economic Area, Switzerland, or the United Kingdom to countries which are not subject to the same data protection regulations within the meaning of the Data Protection Laws; or (b) from a country or jurisdiction which prohibits the transfer of Personal Data without the use of appropriate safeguards, to the extent such transfers are subject to such Data Protection Laws.
2.7. Protection of Security Information
If you are provided with a password, a user identification code or any other piece of information as part of our security procedures, you must treat such information as confidential and not disclose it to any third party. If you know or suspect that anyone other than yourself knows your password, user identification code or any other piece of information as part of our security procedures, you must promptly notify support@timetogive.network
3. Offers
3.1. Right to Participate
As a Member of the Platform, you are eligible to participate in Auctions, Buy It Now Opportunities and Overtures (collectively, “Offers”). Each Offer shall detail the specific nature of each Activity disclosed within it and access to such Offers is restricted to registered Members who maintain good standing on the Platform and who have an Authorised Payment Method (as defined below) on the Platform.
3.2. Offers
In the event that an Offer is accepted or won, you shall pay all applicable sums due to TGN in connection with the applicable Offer, along with the relevant Donation due to the TimeGiver’s charity, immediately and without any undue delay. All purchases are final, non-refundable and must be completed in accordance with the payment terms specified at the time of the Offer. Failure to complete these payments in a timely manner may result in suspension or termination of your membership of the Platform.
3.3. Offer Restrictions
For the avoidance of any doubt, Offers may not be assigned, transferred, sold, gifted, re-sold, re-auctioned or conveyed to any other party. Such prohibition in this Clause 3.3 is absolute and extends to all forms of transfer, whether direct or indirect. Any attempt to circumvent this restriction will result in immediate nullification of the Offer and may lead to further disciplinary action, including, without limitation, suspension or termination of your membership of the Platform.
3.4. Additional Offer Terms
Additional rules and restrictions may apply to a particular Offer and will be disclosed in the specific rules accompanying such Offer. It is your responsibility to carefully review and adhere to these additional stipulations as they will form a binding part of the Offer. Non-compliance with these additional rules and restrictions may result in invalidation of the Offer and may lead to further disciplinary action, including, without limitation, suspension or termination of your membership of the Platform.
3.5. Activities
In the event that an Offer does not specify a date for the applicable Activity to be delivered by the TimeGiver, such Activity must take place within sixty (60) calendar days from the date that the Offer is won. In the event that the TimeGiver and the TimeBidder wish to extend this sixty (60) day period, such period must be mutually agreed upon by both the TimeGiver and the winning TimeBidder(s).
3.6. TGN’s Discretion
Notwithstanding any other provision of these Terms, TGN reserves the right, at its sole discretion and at any time, to review, change, block or otherwise amend your right to participate in any Offer on the Platform, and/or withdraw, remove or amend any Offer on the Platform, and/or otherwise refuse to process a transaction relating to the same without any liability to you or any third party.
3.7. Conclusion of Offer
Upon the conclusion of an Offer, the Platform shall provide to you, as applicable, the TimeBidder or the TimeGiver’s personal contact information for the provision of the Activity and generally, communication regarding the same, including without limitation the ability to reschedule, change the location and conduct the Activity virtually.
3.8. Non-Performance of Activity
In the event that the TimeGiver does not perform the Activity in accordance with the provisions of Clause 7, the applicable TimeBidder may provide TGN with detailed documentation regarding such non-performance as soon as reasonably practicable, and TGN shall attempt to resolve the dispute. Under no circumstances shall TGN be liable in the event that the dispute under this Clause 3.8 cannot be resolved.
4. Auctions
4.1. Auctions
TimeGivers may offer their Activities by allowing TimeBidders to place bids on such Activities, with the highest bidder winning the right to receive such specified Activity, subject to the terms and conditions outlined in the applicable offer for such Activity (an “Auction”). Only TimeBidders who have had their Indication of Interest (“IOI”) accepted by the applicable TimeGiver are eligible to place bids in an Auction.
4.2. Bidding Process
Bidding on an Auction is strictly confined to the period from the start to the end time of each Auction. TGN reserves the right, at its sole discretion, to extend, terminate or modify the terms of an Auction at any time, without prior notice or liability to you or any third party.
4.3. Extended Bidding Time
Where a bid is placed on an Auction by a TimeBidder within the final minutes of an Auction’s scheduled closing time, the applicable Auction will be automatically extended from the time of the latest bid. Such extension shall continue as long as new bids are placed before the Auction’s scheduled closing time.
4.4. Auction Winner
The TimeBidder that places the highest bid at the conclusion of the Auction will be recognised as the winner of the Auction. In certain cases, and at the discretion of the TimeGiver, other TimeBidders may in such circumstances be given the chance to match the original winning bid. In such cases, there may be multiple winners for a single Auction.
4.5. Minimum Bid Requirement
Certain Auctions may be subject to minimum bid thresholds (the “Reserve Price”). An Auction may be withdrawn or removed by TGN in the event it receives no bids or the bids do not exceed the Reserve Price.
4.6. Fair Auction Practices
For the avoidance of doubt, TimeGivers shall not bid in their own Auction, instruct, authorise or allow others to bid on their behalf, or otherwise manipulate the Auction process. In such circumstances, non-compliance with this Clause 4.6 may result in invalidation of the Auction and may lead to further disciplinary action, including, without limitation, suspension or termination of your membership of the Platform.
5. Buy it now opportunities
Buy It Now Opportunity
TimeGivers may offer their Activities to TimeBidders in exchange for a specified rate of Donation without a bidding process (“Buy It Now Opportunity” or “Buy It Now Opportunities”). TimeBidders may express interest in a Buy It Now Opportunity and TimeGivers may accept or reject such interest at their sole discretion.
6. Overtures
Overtures
A TimeBidder may initiate an invitation or proposal to a TimeGiver inviting the TimeBidder to participate in an Activity (an “Overture”). In such circumstances, TimeGivers shall have the sole discretion to accept or reject such Overtures.
7. TimeGiver obligations
7.1. TimeGivers shall:
7.1.1. provide the Activities to the TimeBidder upon the conclusion of an Offer in a timely manner;
7.1.2. provide the Activities in accordance with all due care, skill and diligence in accordance with the best practices of the TimeGiver’s industry, profession or trade;
7.1.3. at all times provide a sufficient number of qualified and skilled personnel to perform and complete the Activities;
7.1.4. maintain clear and transparent communication with TimeBidders, providing updates and any other information relevant to the fulfilment of the Activities;
7.1.5. comply with all applicable laws and regulations during the provision of its Activities to the TimeBidder; and
7.1.6. while participating in an Activity, not discuss or disclose any confidential or proprietary information about the company or organisation of which they are an officer, director or employee, or otherwise have any association with.
8. TimeBidder obligations
8.1. TimeBidders shall:
8.1.1. pay all Donations, Subscription Fees and all other sums due to the applicable Party;
8.1.2. comply with all applicable laws and regulations;
8.1.3. provide all information, assistance, materials and resources that the TimeGiver may reasonably require in the proper performance of its Activity; and
8.1.4. ensure that all information which it provides to the TimeGiver is accurate, adequate and complete.
8.1.5. Warrant that you have adequate authority or Legal Basis as defined in the Data Protection Laws to share Personal Data with TGN.
9. Provision of the services
9.1. Disclaimer of Warranties
The Services are provided on an “as is” and “as available” basis. The Services are provided for non-commercial use and you must not access the Platform or use the Services for or on behalf of any other person. To the fullest extent permitted by law, we do not provide and expressly disclaim warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose or non-infringement. You acknowledge and accept that we do not warrant that the Services will be uninterrupted, timely, secure, error-free, or that the Platform is free from viruses or other malicious software, and no information or advice obtained by you from us or through the Services shall create any warranty not expressly stated in these Terms. If you are dissatisfied with the Services, your sole and exclusive remedy is to discontinue the use of the Services.
9.2. Third Party Websites
Where the Platform links to other websites and resources provided by third parties, these links are provided for information only and may be subject to their own separate terms and conditions. Such links should not be interpreted as approval by us of those linked websites and any information or content you may obtain from them. TGN has no control over the information and content of those websites or resources.
9.3. Suspension
TGN reserves the right to suspend, terminate or restrict your access to the Platform and use of the Services: (i) if we reasonably believe or suspect that you are in breach of these Terms or any applicable Policies; (ii) if we suspect or detect any viruses, vulnerabilities or other harmful software connected to your account; or (iii) for any reason, at any time, at TGN’s sole discretion. We shall, in no circumstances, be liable to you or any third party for such suspension, termination or restriction.
9.4. Maintenance
You acknowledge and agree that, from time to time, we may need to carry out maintenance on the Platform and generally, maintenance works relating to our equipment and systems. We will use reasonable endeavours to ensure that minimum disruption to the Services is caused. Notwithstanding the foregoing, you acknowledge and agree that we cannot guarantee that the Services will be continuously available. For the avoidance of doubt, in no circumstances shall we be liable to you in respect of any interruptions to the availability of the Services arising from such works under this Clause 9.4.