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Service level agreement

 

Welcome to vinspired.com. vinspired.com is an online and mobile platform through which organisations can promote volunteering opportunities to 14-25 year olds in England.

Service level agreement

BETWEEN

1)  vInspired, a company limited by guarantee (company number 05639682) and a registered charity (number 1113255) whose registered office is at 5th Floor, Dean Bradley House, 52 Horseferry Road, London SW1P 2AF (“vInspired”); and

2) The opportunity posting organisation that will become a Provider of volunteering Opportunities under the vinspired Programme if it agrees to the terms of this Agreement by checking the I Agree box on the Provider Sign Up page (“Provider” or “you”).

By checking the I Agree box on vinspired.com’s Sign Up page, you agree to comply with and be bound by this Agreement. If you do not agree with any of the terms of this Agreement, you cannot participate as a Provider in the vinspired Programme and you should not check the I Agree box.

Any information you provide to us through the Website will be treated in accordance with our Privacy Policy

1. Definitions

In this Agreement the following words and phrases shall have the following meaning unless the context requires a different meaning.

  • “API” any application programming interface provided by v to the Provider from time to time that may facilitate communication between the Provider’s website and/or the Website
  • “Intellectual Property” all patents, trade marks, copyright and design rights (whether registered or not) and similar rights existing to the foregoing
  • “Marks” the name and trade marks listed in Schedule 1
  • “Opportunities” the volunteering activities offered by the Provider under this Agreement to the Volunteers as part of the Programme
  • “Programme” the vinspired volunteering programme facilitated through the Website, through which Volunteers between the ages of 14 – 25 (inclusive) can apply for and participate in the Opportunities
  • “Personal Data” data relating to a living individual who can be indentified from that data
  • “Staff” any employees, contractors or volunteers of the Provider, including (but not limited to) assistants, helpers, parents, trustees or members of a governing body/committee, administrative staff and/or support staff
  • “Term” the period from when this Agreement is signed by both parties until terminated in accordance with its terms
  • “Validators” validators of any award programmes facilitated by v which the Volunteers may be eligible to apply for under the Programme
  • “Volunteers” any volunteers involved in the Programme
  • “Website” the website at www.vinspired.com
  • “Web Space” an area on the Website on which v allows the Provider to post content and material

2. Obligations of vInspired

In consideration of the Provider carrying out its obligations under this Agreement vInspired shall:

2.1 provide a Web Space to the Provider for the purpose of facilitating the Provider’s and Volunteers’ involvement in the Programme, the size and nature of which vInspired shall at its sole discretion determine from time to time;

2.2 at its sole discretion provide access to certain web functionality through an API;

2.3 provide access to the Provider to vInspired’s PR and marketing resources as vInspired deems appropriate from time to time;

2.4 provide guidance, training, tools and support services to the Provider to support it in its involvement in the Programme as vInspired deems appropriate from time to time;

2.5 provide information about any updates to the services provided by vInspired under this Agreement in a timely manner; and

2.6 remove, review or comment on any material or content posted to the Website on the Provider’s request, if vInspired deems this necessary.

3. Obligations of the Provider

The Provider warrants and agrees that it shall:

3.1 comply with all or any of vInspired’s guidelines and instructions (including those listed at Schedule 2) in relation to the Provider’s:

3.1.1 use of the Website and Web Space; and

3.1.2 provision of the Opportunities;

3.2 ensure that the Opportunities are provided and managed with reasonable care and skill;

3.3 ensure that any Opportunity offered to Volunteers is available in accordance with the information provided by the Provider to vInspired and the Volunteers about the Opportunities;

3.4 notwithstanding Clause 3.3, ensure that where any Opportunity that has been offered to Volunteers is no longer available, immediately remove the Opportunity from the Web Space and immediately notify any Volunteer that has signed up for the Opportunity that it is no longer available;

3.5 not do anything that would bring vInspired, its partners, its funders or its Intellectual Property, into disrepute in any way, nor carry out any activities inimical to the objects of vInspired, or which could adversely affect the fundraising activities of vInspired or its relations with third parties;

3.6 subject to Data Protection legislation, comply promptly with all reasonable requests from vInspired to provide data, information, documents and materials relating to this Agreement, the Programme, the Opportunities and/or the Volunteers;

3.7 not use the Web Space for any purpose other than promoting and marketing the Opportunities; and

3.8 notify vInspired in writing immediately if any legal actions, claims or proceedings are made or threatened against it relating to this Agreement, the Programme or the Opportunities during or after the Term.

4. Staff

The Provider shall ensure that all Staff involved in providing the Opportunities shall:

4.1 comply with the terms of this Agreement at all times; and

4.2 are suitably and adequately trained and qualified to deliver the Programme and the Opportunities.

5. Volunteers

5.1 The Provider agrees it will only allow Volunteers between the ages of 14 and 25 inclusive to participate in Opportunities through the Website under the Programme.

5.2 The Provider acknowledges that it is the Provider’s responsibility to determine whether it is necessary to obtain parental/guardian consents on behalf of Volunteers before such Volunteers are allowed to participate in an Opportunity.

5.3 The Provider warrants that it shall not allow any Volunteer to participate in an Opportunity if it has any reason to believe that such Volunteer should not be allowed to participate.

6. Use of Website

6.1 The Provider is solely responsible for any content or materials posted on the Provider’s Web Space, and its failure to comply with clause 6.2 and 6.3.

6.2 The Provider warrants that any material or content posted on the Web Space by the Provider, its Staff or third parties complies with the vInspired Staff Website Terms and Conditions and shall remove any material or content immediately if it fails to comply or is at risk of failing to comply with the Website Terms and Conditions.

6.3 The Provider warrants that by providing any material, content or documentation to the Web Space, Website or vInspired, it will not infringe another organisation’s or person’s rights.

6.4 The Provider shall report any concerning use of or inappropriate material/content on the Website/Web Space immediately to vInspired (whether or not it has been removed).

6.5 vInspired reserves the right to remove, edit, or require the Provider to edit any of the material on the Web Space and/or suspend the Provider’s right to use the Website and Web Space at any time.

7. Use of Marks and Publicity

7.1 vInspired appoints the Provider as its non-exclusive licensee to use the Marks for the Term.

7.2 The Provider warrants and agrees it shall:

7.2.1 comply at all times with vInspired’s branding guidelines and any instructions vInspired may provide in connection with the use of the Marks;

7.2.2 use the Marks only in furtherance of carrying out the Opportunities;

7.2.3 maintain the distinctiveness and reputation of the Marks and promptly cease any use of the Marks if vInspired requests; and

7.2.4 comply with any reasonable requests by vInspired in relation to marketing, PR or press releases about the Opportunities.

7.3 Nothing in this Agreement shall operate to transfer to the Provider any right in respect of the Marks, and the Provider acknowledges that all rights in the Marks including any goodwill belongs to and shall remain vested in vInspired.

7.4 The Provider may not bring, defend or settle any action in relation to the Marks. Where vInspired is involved in any claim or proceeding in relation to the Marks, the Provider shall give its full co-operation to vInspired.

8. Quality and Evaluation

8.1 The Provider agrees and warrants that it shall ensure and shall be solely responsible for ensuring that the following are in place before commencing with the provision of Opportunities:

8.1.1 a suitable Volunteer policy or policies, that is/are appropriate for the Volunteers’ ages;

8.1.2 a suitable risk assessment policy, that is appropriate for the Volunteers’ ages and the Opportunities offered by the Provider;

8.1.3 where the Provider is offering Opportunities to any Volunteers under the age of 18, a suitable child protection policy and measures;

8.1.4 where the Provider is offering Opportunities to any Volunteers whom are vulnerable adults, a suitable vulnerable adults’ policy and appropriate measures;

8.1.5 a suitable data protection policy and appropriate measures; and

8.1.6 a suitable health and safety policy and appropriate measures in accordance with clause 8.3.

8.2 The Provider warrants that it shall:

8.2.1 comply with clause 8.3 and all relevant laws, statutory instruments, regulations and related guidance produced by relevant Government and statutory organisations when providing the Opportunities, including without limitation:
(a) Equal opportunities legislation;
(b) Employment legislation;
(c) the Disability Discrimination Act 1996;
(d) the Race Relations Act 1976 (as amended); and
(e) the Sex Discrimination Act 1975.

8.3 Without limiting clause 8.2 the Provider warrants it shall comply with:
(a) The Health and Safety at Work etc Act 1974, the Health and Safety Work Regulations 1999, and all relevant associated statutory instruments;
(b) Good health and safety management principles and guidance produced by the Health and Safety Executive;
(c) All applicable child protection and vulnerable adults’ legislation, including (without limitation) the Safeguarding Vulnerable Groups Act 2006; and
(d) The Data Protection Act 1998 and all relevant associated statutory instruments and guidance from the Information Commissioner in relation to the use and treatment of Personal Data.

9. Criminal Records Bureau (CRB) Disclosures

9.1 Where the Provider is offering Opportunities to Volunteers under the age of 18 and/or that are Vulnerable Adults, it warrants that it will obtain all necessary CRB disclosure checks to comply with clause 8.3(c) above.

9.2 On vInspired’s reasonable request, the Provider shall promptly provide a copy of the CRB disclosure certificates referred to in clause 9.1 before the Term or at such date notified to the Provider. vInspired reserves the right to terminate this Agreement immediately if the Provider fails to comply with this clause 9, or if any CRB disclosure certificate is deemed unsatisfactory in vInspired’s sole discretion.

9.3 For the avoidance of doubt, the parties agree that vInspired is under no obligation to check or verify CRB disclosure certificates or offer an opinion/guidance on these. The parties acknowledge this is the sole responsibility of the Provider, in accordance with its obligations under clause 8.3 (c).

10. Duration and Termination

10.1 This Agreement shall commence when vInspired validates your application to become a Provider and you are provided with access to post Opportunities to the Website. Once commenced, this Agreement shall remain in force until terminated in accordance with this clause 10.

10.2 vInspired may terminate this Agreement immediately (or on such notice as it thinks fit) if the Provider, its Staff, agents or licensees do anything which in the opinion of vInspired brings or may bring the reputation of vInspired into disrepute in any way and/or if the Provider commits or is at risk of committing a breach of any term of this Agreement.

10.3 Either party may terminate this Agreement by providing the other party with 2 weeks’ written notice.

11. Consequences of Termination

11.1 On termination of this Agreement the Provider shall:

11.1.1 cease providing the Opportunities immediately or within such period as v at its sole discretion may allow; and
11.1.2 cease using materials bearing the Marks and issuing any marketing, PR or press releases about or related to the Opportunities and/or Programme immediately or within such period as v at its sole discretion may allow.

11.2 The provisions of this Agreement shall continue to apply following termination of this Agreement (however terminated) so far as may be necessary to give effect to the rights and remedies of the parties under it.

12. Limitation of Liability

12.1 Subject to clause 12.2, the parties acknowledge that the Provider is solely liable for any loss, cost or damage relating to the Opportunities it offers or its use of the Web Space and agrees that vInspired shall not be liable for any loss, cost or damage suffered relating to or as a result of the Opportunities, this Agreement, or the Provider’s use of the Website.

12.2 Except in respect of death or personal injury caused by either party’s negligence (for which no limitation applies), vInspired shall not be liable to the Provider in respect of any loss of profit, loss of business, loss of revenue, loss of anticipated savings or loss of use or value, or any direct, indirect, special or consequential loss however arising.

13. Indemnity

The Provider indemnifies vInspired in respect of all costs, claims, loss or liability whatsoever suffered (including legal costs and disbursements), including as a result of any claim made or threatened against them, arising from:

13.1 any breach of any rights of any person/organisation resulting form the Provider’s participation in the Programme; or

13.2 any breach of this Agreement by the Provider.

14. Insurance

14.1 The Provider shall effect and maintain policies of insurance to provide a level of cover sufficient for all risks which may be incurred by the provision of the Opportunities and its obligations under this Agreement, and of at least £5 million pounds.

15. Intellectual Property and Volunteers’ Data

15.1 Subject to all applicable Data Protection legislation, the Provider grants vInspired an irrevocable, worldwide, non-transferable, royalty-free licence for vInspired to use, copy or distribute any content posted by the Provider on its Web Space, any PR or marketing material related to the Opportunities or any details or data provided by or about the Volunteers in furtherance of its non-commercial and charitable purposes. The Provider shall deliver to vInspired such data provided by or about the Volunteers in accordance with vInspired ’s reasonable requests.

15.2 The Provider warrants that it shall not market any of its activities or services that are not Opportunities under this Agreement to Volunteers unless it has the necessary consent to do so from the Volunteer in accordance with Data Protection legislation.

16. Entire Agreement and Variation

This Agreement is the entire agreement between the parties in relation to the Opportunities and Programme. No variation of this Agreement shall be effective unless agreed in writing signed by or on behalf of the parties.

17. Agency, Partnership and Joint Venture

The parties are neither partners nor joint venturers and this Agreement is not intended to nor shall it create any agency, partnership or joint venture. The Provider shall not hold itself out as being entitled to represent or bind vInspired in any way.

18. No Assignment or Subcontracting

The Provider shall not assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it, nor sub-contract any or all of its obligations under this Agreement, without the prior written consent of vInspired.

19. Governing Law and Jurisdiction

This Agreement is governed by and shall be construed in accordance with the law of England and Wales and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.

20. Contracts (Rights of Third Parties) Act 1999

This Agreement does not and is not intended to confer any contractual benefit on any person pursuant to the Contracts (Rights of Third Parties) Act 1999.

Schedule 1: Marks

names:

  • v
  • vinspired
  • vInspired

Together the names and logos are defined in this Agreement as “the Marks”.

Schedule 2: Guidelines for provisions of Opportunities

1. The Provider shall only provide Opportunities under this Programme to 14-25 year olds (inclusive). However, there is no obligation for the Provider to provide Opportunities to Volunteers under the age of 18 if it chooses not to do so.

2. The Provider shall, subject to paragraph 5 of this Schedule and in line with vInspired’s reasonable instructions issued from time to time, provide incentives to Volunteers to share their experiences of the Opportunities.

3. The Provider shall respond promptly to any applications, queries or other correspondence from members of the public or Volunteers about the Opportunities and at the latest within 5 days of being contacted.

4. The Provider shall offer the Opportunities and deal with the Volunteers:
(a) in a professional manner and to the best of its ability; and
(b) in a fair and non-discriminatory manner, ensuring at all times that Volunteers are treated reasonably and equally.

5. The Provider shall respond promptly to any requests for information or queries from Validators about a Volunteer or the Opportunities, and at the latest within 5 days of being contacted.

6. The Provider shall not pay any Volunteer for his/her involvement in vInspired, or an Opportunity.

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