Here is a ‘plain English’ breakdown of the key points you need to be aware of when using the Link Volunteer platform before considering the legal details.
Your data remains your property at all times. It is the responsibility of users of the Link Volunteer platform, not DC Tech, never disclose yours, other users or clients’ data to third parties unless required to do so by law or requested by you, other users or clients.
DC Tech takes permission very seriously. The Link Volunteer platform may only be used for permission-based data, without exception. Use of a purchased list or addresses obtained without permission will result in immediate termination of your account. DC Tech will check data uploaded to Link Volunteer.
Use of the Link Volunteer platform constitutes complete and unconditional acceptance of the terms below. The user’s attention is drawn in particular to clauses 3.4, 4, 6, 9 & 11.
1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions (Conditions).
Agreement: the user’s agreement to use the services provided by the Link Volunteer platform.
Client: the person, firm or company who uses the services of the Link Volunteer platform pursuant to these Conditions.
Data: means the personal data provided to the Link Volunteer platform and updated from time to time by Client (which may include sensitive personal data).
Data Protection Legislation: all applicable data protection legislation and regulations.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Material: includes, in addition to a document in writing, the Data, databases, computer software (including the Software), designs, drawings, pictures or other images (whether still or moving), the Site, sounds or any other record of any information in any form.
Services: means the provision of the Link Volunteer data storage services and Software, whereby (i) Link Volunteer provides the Services, by which persons can give (and withdraw) notice of their interest in a business’ products or services and provide personal data, (ii) Link Volunteer stores the Data, (iii) DC Tech provides the Software to manipulate the data collected, (iv) Link Volunteer provides the facilities for the Client to enter and update Data and sub-sets of the Data identified using the Software, (v) Link Volunteer provides facilities for the Client to export the Data and such other services agreed between the organisation benefiting from the facilities provided by Link Volunteer and the Client from time to time or ancillary to the services detailed above.
Site: means DC Tech’s Link Volunteer platform from which the Services can be accessed.
Software: means DC Tech’s data management and manipulation software, which is otherwise referred to as the Link Volunteer platform, which is made available by DC Tech for use to the Client over the internet as part of the Services.
Subscriber: means each person for whom the Link Volunteer platform holds Data on for the Client.
1.2 Condition, schedule and paragraph headings shall not affect the interpretation of these conditions.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.
1.4 Words in the singular shall include the plural and vice versa.
1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.6 A reference to writing or written includes faxes and e-mail.
1.7 Where the words include(s), including or in particular are used in these terms and conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
1.8 Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
1.9 References to conditions and schedules are to the conditions and schedules of this Agreement.
2. Application and duration of conditions
2.1 These Conditions shall apply to and be incorporated into the contract between us. As the application form is completed online by Client, Client will need to scroll through these Conditions online and will be asked to tick a box accepting these Conditions on the web page, this will constitute an acceptance by Client of these Conditions relating to the Services.
2.2 The Services supplied under this Agreement shall be provided by DC Tech via the Link Volunteer platform to the Client from the date Client signs up to the Services online.
2.3 The Client may request that the Services be varied but any such variation shall be subject to DC Tech’s prior written consent and the written agreement of both parties.
2.4 Unless the parties have agreed an annual or quarterly contract for the supply of the Services, the Services supplied under this Agreement shall continue to be supplied for successive one (1) month periods unless and until this Agreement is terminated by one of the parties giving to the other not less than one months’ notice, unless this Agreement is terminated in accordance with condition 10.
3. Supply of services
3.1 Subject to earlier termination in accordance with these Conditions, DC Tech via the Link Volunteer platform shall provide the Services to the Client for the duration of this Agreement and will use its reasonable endeavours to provide the Services in a professional manner.
3.2 When Client requests the Services of DC Tech via the Link Volunteer platform, and clicks online to agree to these Conditions, the Client shall be allocated a free demo account and will be sent a link by email to validate their details and provide access to this account. The Client can then upload Data to the Link Volunteer platform.
3.3 The Link Volunteer platform shall store Client’s Data securely and Client should note that: neither DC Tech nor the organisation and/or users of the Link Volunteer platform, buys, sells or rents any of Client’s Data nor will DC Tech or the organisation and/or users of the Link Volunteer platform disclose any Data to any business, organization or individual without the Client’s prior express consent.
3.4 DC Tech uses a third party to host the application servers and to provide communication services. That third party undertakes to provide its services at or above industry standards and relies upon the services of other telecommunications operators. Accordingly, DC Tech does not warrant that the Services will be uninterrupted or error free, nor that the delivery of e-mails or SMS text messages will be without delay. DC Tech will endeavour to ensure that any third parties involved in the supply of the Services take appropriate security measures to protect Data.
3.5 It may be necessary to temporarily suspend the Services from time to time to carry out maintenance of equipment; such suspensions will be limited. However, the Services may also be suspended (in whole or part) where DC Tech or the third party host is obliged to comply with an order, instruction or request of government, a court or other competent administrative authority or an emergency service organisation.
3.6 DC Tech may at any time without notifying the Client make any changes to the Services which are necessary to comply with any relevant statutory, regulatory or similar requirements which do not materially affect the nature or quality of the Services.
3.7 DC Tech will provide e-mail support for the Services during its usual business hours. DC Tech’s speed of response and other modes of support will depend upon the package and Charges agreed with the Client.
3.8 DC Tech reserves the right to gather, process and publish anonymous statistics on aggregate delivery and open rates and other campaign statistics. These statistics are produced on an aggregate basis across all clients, for the purposes of quality control and allowing clients to compare their performance across their particular industry. The gathering of these statistics will not require processing of any personal data.
4. Client’s obligations
4.1 The Client shall ensure that it has suitable computer and communications equipment to utilise the
Services from time to time; DC Tech recommends that Client has, at minimum, a computer, internet connection and a web browser. It is recommended to use Google Chrome version 83 for the most reliable usage of Link Volunteer.
Any other web browsers shall be used at Client’s own risk as they may not necessarily offer full functionality with DC Tech’s Software.
4.2 The Client shall obtain and maintain all necessary licences and consents and comply with all relevant legislation, including Data Legislation, in relation to the Services, before the date on which the Services are to start. The Client shall comply, and ensure that all of the Data and all use of the Services complies, in all respects, with all regulations, directions, codes of practice and other rules and guidelines, mandatory or otherwise, promulgated from time to time by regulators (collectively, “Codes”).
4.3 The Client shall procure that any subcontractors used by Client comply in all respects with the Codes as if they were the Client under this Agreement.
4.4 The Client shall ensure that where DC Tech is advised in writing by a Regulator that the Client is or has been in breach of any Code, DC Tech shall be entitled to act on any request or recommendation by the Regulator for access to be barred to such Services as the Regulator may specify for such periods as the Regulator specify. In these circumstances, the Client shall:
(a) provide all reasonable assistance to DC Tech in connection with DC Tech’s compliance with any requirements or conditions which are at any time imposed by law or any Regulator which are applicable to or affect the Services; and
(b) provide the Regulator with such information or material relating to the Services or a future service as the Regulator may reasonably request in order to carry out any investigation in connection with (i) the Services or (ii) Client’s relationship with a subcontractor.
4.5 The Client will keep its password and other access details for use with the Services confidential and restricted to those members of staff who need to know such details and shall ensure all such staff are aware of the confidential nature of such information and treat it accordingly. The Client shall notify DC Tech without delay if it believes that such information is no longer secret.
4.6 The Client shall take account of and promptly comply with all reasonable directions of DC Tech in relation to its use of the Services. When considering the reasonableness of DC Tech’s directions account shall be taken of the rights of other clients of DC Tech, potential damage to the reputation of DC Tech or its services and any complaints received by DC Tech from third parties.
4.7 The Client acknowledges that DC Tech will monitor and record each account’s usage of the Services for the purposes of ensuring legal compliance and anti-spam measures.
4.8 If DC Tech’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, sub-contractors or employees, DC Tech shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
4.9 The Client shall be liable to pay to DC Tech, on demand, all reasonable costs, charges or losses sustained or incurred by DC Tech (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under this Agreement, subject to DC Tech confirming such costs, charges and losses to the Client in writing. The Client shall indemnify DC Tech against any losses, claims, fines, damages and expenses (including legal expenses) arising from any breach of this clause 4.
4.10 The Client shall not, without the prior written consent of DC Tech, at any time from the date Client accepted these Conditions to the expiry of six months after the termination of this Agreement, solicit or entice away from DC Tech or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of DC Tech in the provision of the Services.
5. Charges and payment
5.1 Link Volunteer is being offered free of charge to any community group who are donating their time and skills without charge during this Covid-19 crisis.
5.2 Link Volunteer does not allow or accept payments via the platform for the orders volunteer groups enter into it.
5.3 Specific feature development can be quoted by DC Tech.
6. Data, data protection and indemnity
6.1 It is a condition of this agreement that the Client complies with all applicable Data Protection Legislation. In particular, the Client shall:
(a) take appropriate organisational and technical measures against unauthorised or unlawful processing;
(b) obtain express, specific and informed consent when obtaining sensitive personal data from users;
(c) if located or operating in the EEA, only transfer Data outside the EEA with, and only to the extent of, any express and informed written consent of the relevant users; and
6.2 The Client shall indemnify DC Tech against any loss, damage or expenses which may be incurred as a result of any breach of the Data Protection Legislation or from its use of any Data provided in the course of the Services.
6.3 DC Tech shall, and any third parties it contracts with shall, comply with all relevant Data Protection Legislation in relation to its storage of Client’s Data.
6.4 DC Tech contracts with a third party to store the Data and back it up. Whilst that third party is obliged to carry out back-ups at regular intervals (at least daily), the Client is advised to make its own interim back-ups of all Data, particularly if it adds a significant amount of Data over a short time period. DC Tech shall have no liability for any loss or damage, however caused, arising from any loss of Data.
6.5 It is, however, the Client’s responsibility to ensure that their actions under this agreement are compliant with all Data Protection Legislation.
7. Intellectual property rights
7.1 As between the Client and DC Tech, all Intellectual Property Rights and all other rights in the Site and the pre-existing Materials (which, for the avoidance of doubt, includes the Trade Mark) shall be owned by DC Tech. Subject to condition 7.2, DC Tech licenses all such rights as are necessary to use the Software and Trade Mark to the Client on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Services. If this Agreement is terminated, this licence will automatically terminate.
7.2 The Client acknowledges that, where DC Tech does not own any pre-existing Materials, the Client’s use of rights in pre-existing Materials is conditional on DC Tech obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle DC Tech to license such rights to the Client. Use of the Software is on the following terms:
(a) “use” of the Software shall be restricted to use over the internet and for the purpose of utilising the Services only;
(b) the Client shall have no right to copy, adapt, reverse engineer, decompile, disassemble or modify the Software in whole or part except as permitted by law;
(c) the Client shall have no right to grant sub-licences of the Software; and
(d) the Client acknowledges that the Software will not be treated as goods within the meaning of the Sale of Goods Act 1979.
7.3 The Client undertakes not to do or permit to be done any act which would or might jeopardise or invalidate any registration of the Intellectual Property Rights, or application for registration, nor to do any act which might assist or give rise to an application to remove any of the Intellectual Property from an official register or which might prejudice the right or title of DC Tech to the Intellectual Property.
7.4 The Client will not make any representation or do any act which may be taken to indicate that it has any right title or interest in or to the ownership or use of any of the Intellectual Property Rights except under the terms of this Agreement, and acknowledges that nothing contained in this Agreement shall give the Client any right, title or interest in or to the Intellectual Property save as granted hereby.
7.5 All use of the Intellectual Property rights (including the Trade Mark) by the Client shall be for the benefit of DC Tech and the goodwill accrued to the Client arising from its use of the Intellectual Property (including the Trade Mark) (but no greater or other goodwill) shall accrue to and be held in trust by the Client for DC Tech which goodwill the Client agrees to assign to DC Tech at its request and own cost at any time, whether during or after the term of this Agreement.
7.6 The Client shall direct any commercial enquiries in relation to Link Volunteer Services to DC Tech.
7.7 The Client shall use the Trade Mark in the form stipulated by DC Tech from time to time and shall observe any reasonable directions given by DC Tech as to colours and size of the representations of the Trade Mark and their manner and disposition on the Client’s products, packaging, labels, wrappers and any accompanying leaflets, brochures or other material. The Client shall be responsible for ensuring that all other requirements relating to labelling, packaging, advertising, marketing and other such matters are complied with. The use of the Trade Mark by the Client shall at all times be in keeping with and seek to maintain its distinctiveness and reputation as determined by DC Tech and the Client shall cease any use to the contrary as DC Tech may require.
7.8 The Client shall not use any mark or name confusingly similar to the Trade Mark in respect of any of its goods or use the Trade Mark as part of any corporate business or trading name or style.
7.9 The foregoing obligations as to Intellectual Property Rights shall remain in full force and effect notwithstanding any termination of the Agreement.
7.10 The Client shall as soon as it becomes aware thereof give DC Tech in writing full particulars of any use or proposed use by any other person, firm or company of a trade name, trade mark or get up of goods or mode of promotion or advertising which amounts or might amount either to infringement of DC Tech’s rights in relation to the Intellectual Property Rights or to passing off.
7.11 If the Client becomes aware that any other person, firm or company alleges that the Trade Mark is invalid or that use of the Trade Mark infringes any rights of another party or that the Trade Mark is otherwise attacked or attackable the Client shall immediately give DC Tech full particulars in writing thereof and shall make no comment or admission to any third party in respect thereof.
7.12 DC Tech shall have the conduct of all proceedings relating to the Intellectual Property Rights and shall in its sole discretion decide what action if any to take in respect of any infringement or alleged infringement of the Intellectual Property Rights or passing off or any other claim or counterclaim brought or threatened in respect of the use or registration of the Intellectual Property Rights. The Client shall not be entitled to bring any action relating to the Intellectual Property Rights in its own name but shall assist DC Tech in any such actions if requested.
8. Confidentiality and DC Tech’s property
8.1 The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, trade secrets, processes or initiatives which are of a confidential nature and have been disclosed to the Client by DC Tech, its employees, affiliates or sub-contractors and any other confidential information concerning DC Tech’s business or its products which the Client may obtain unless such information is public knowledge or already known to such party at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of such party from a third party. The Client shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Client’s obligations to DC Tech, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Client.
8.2 The restrictions at clause 8.1 shall not apply in respect of any disclosure to:
(a) their own employees which need to know the confidential information and which are bound by similar confidentiality restrictions; or
(b) to either parties’ legal advisors, a court, governmental body or applicable regulatory body; or
(c) organisations providing hosting and communications services to either party where such disclosure is incidental to the services provided and where those organisations are bound by similar confidentiality restrictions.
For the avoidance of doubt, neither party shall disclose at any stage to any third party any confidential, business or future plans of the other party, including but not limited to the commercial terms of the Agreement unless a public disclosure, press statement or similar release or any advertising, publicity or promotional document has been specifically agreed to by a duly authorised representative of DC Tech.
8.3 This condition 8 shall survive termination of this Agreement, however arising.
9. Limitation of liability
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION
9.1 This condition 9 sets out the entire financial liability of DC Tech (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:
(a) any breach of this Agreement;
(b) any use made by the Client of the Services, or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
9.3 Nothing in these Conditions limits or excludes the liability of DC Tech:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by DC Tech; or
(c) for any liability incurred by the Client as a result of any breach by DC Tech of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.
9.4 Subject to condition 9.2 and condition 9.3
(a) DC Tech shall not be liable for: loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss of corruption of data or information, or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) DC Tech’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Charges paid for the Services in the preceding 12 months.
10.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement without liability to the other on giving the other not less than one (1) months written notice or immediately on giving notice to the other if:
(a) the other party commits a material breach of any of the Conditions and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
(d) a receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or
(e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
(f) the other party ceases, or threatens to cease, to trade; or
(g) there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001); or
(h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
10.2 DC Tech shall have the right to either suspend or terminate this Agreement with immediate effect if it should be discovered, through third party complaints or through DC Tech’s internal monitoring procedures, if the Client making inappropriate use of the Link Volunteer platform. If DC Tech suspends a Client’s account then Client will have to rectify any damage caused, either to DC Tech’s reputation or to a third party, and will have to commit to not making any further inappropriate use of the Link Volunteer platform through the Services. If DC Tech terminates a Client’s account under this clause 10.2, DC Tech’s decision will be final.
10.3 On termination of this Agreement for any reason:
(a) the Client shall immediately pay to DC Tech all of DC Tech’s outstanding unpaid invoices and interest and, in respect of any products and/or Services supplied that may have been chargeable, but for which no invoice has been submitted, DC Tech may submit an invoice, which shall be payable immediately on receipt; if paying an contracted sum of money by instalments the full remaining balance of the term contract amount will become immediately due;
(b) the Client’s password for its account shall immediately become ineffective; and
(c) the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
11. Force Majeure
DC Tech shall have no liability to the Client if it is prevented from or delayed in performing its obligations under this Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of DC Tech or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
No variation of this Agreement or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
13.1 A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
13.2 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
14.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
14.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
15. Status of pre-contractual statements
Each of the parties acknowledges and agrees that, in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
16.1 The Client shall not, without the prior written consent of DC Tech, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
16.2 DC Tech may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
17. No partnership or agency
Nothing in this Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
18. Rights of third parties
This Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.
Notice given under this Agreement shall be in writing, sent for the attention of the person, and to the address given in this Agreement (or such other address or person as the relevant party may notify to the other party) and shall be delivered personally, sent by pre-paid first-class post or recorded delivery, or sent by email. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this condition 19 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was, in the case of post, that the envelope containing the notice was properly addressed and posted. If a notice is sent by email, it must be backed up by notice sent by first class post and shall be deemed received when the party serving notice receives confirmation by email from the other party that the notice has been received.
20. Governing law and jurisdiction
20.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
20.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.
This agreement has been entered into on the date stated at the beginning of it.