The new platform to enable online networking opportunities
Build your profile, be visible, discover your peers and find new partners – join 23 Impact, the 23 services needed to ensure that you are creating a network and a learning space that promotes best practice in impact investment and philanthropic advice; while receiving CISI-endorsed CPD points related to the CISI Code of Ethics, and professional advisors’ standards and competencies.
23 Impact- Terms and Conditions
Please read these terms carefully. They contain important information about the platform we operate and how Providers and Clients (both as defined below) will interact.
By registering for use of any of our services (including those which are provided free of charge), you agree to comply with and be bound by these user terms and conditions (Terms).
TERMS AND CONDITIONS
1.1 Introduction. We are Philanthropy Impact, a Registered Charity in England and Wales (no.1089157) and Company Limited by Guarantee in England and Wales (with registered number no. 3625777) (we and us) and our registered office is at 5 Fleet Place London EC4M 7RD. For the services provided in accordance with these Terms, we operate the website 23impact.org
1.2 Our platform. These Terms apply to our online networking platform (“Platform”) at the website above, where we provide a directory of advisers and a platform to promote impact investment and the philanthropic journey for private clients and their organisations. Providers may interact with Clients (as defined below) to build a profile, network with peers, and to find new partners for philanthropy investment and impact. The Platform provides a virtual space to network and a learning space that promotes best practice in impact investment and philanthropy advice. Professional advisers may also be eligible to gain CISI endorsed CPD (as defined below) points related to professional advisor’s standards and competencies.
1.3 Definitions. For the purposes of these Terms, the following defined terms shall have the following meanings:
1.3.1 CISI means the Chartered Institute for Securities and Investment;
1.3.2 Client means a private client professional advisor, philanthropist, impact investor, family office, trust, foundation, social enterprise or other person who is seeking to invest for acsross the spectrum of capital from impact investing to philanthropic giving;
1.3.3 Commencement Date means the date on which the subscription commences;
1.3.4 CPD means continuing professional development;
1.3.5 Losses mean losses, damages, liabilities, costs, fines, payments, claims, actions, proceedings and expenses;
1.3.6 Provider means a professional adviser in wealth management, private banking or providing legal, tax, accountancy or other professional or advisory services;
1.3.7 Services means the services we provide on this Platform which enable online networking opportunities to build one’s profile, be visible, discover peers, and find new partners including a network and a learning space that promotes best practice in impact investment and philanthropic advice; and
1.3.8 Subscription Term means the term of the initial period of one year of the subscription, and each renewal term thereafter. 23 Impact is an online platform dedicated to increasing collaboration amongst professional advisors, impact investors, philanthropists, trusts, charities and foundations; the service reflecting the importance of the 23 Services needed on a philanthropic and impact/ESG investing journey and how they interact on the advisory chain to increase the capital for good being demanded by clients. 23 Impact is effectively a sector-wide resource for everyone interested in philanthropy, social investment and impact/ESG investment. We have also designed in the ability to promote weblinks to partner organisations, case studies and promoting opportunities to connect or network with other people interested in philanthropy and impact investment.
2.1 Our contract. These Terms apply to your use of our Services and use of this Platform. A legally binding contract will come into existence between you and us subject to these Terms in accordance with clause 3 below (Contract). These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. You acknowledge that this Contract and the Services provided under it are intended for business users only.
2.2 Entire agreement. Your general use of our website is governed by the terms and conditions at www.philanthropy-impact.org Save as provided in these Terms, this Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Your copy. You should print off a copy of these Terms or save them to your computer for future reference.
3 SUBSCRIPTION FOR SERVICES AND acceptance
3.1 Registration. Clients and Providers may register on the website and must create a profile. You are responsible for maintaining your profile and ensuring it is true, accurate and not misleading at any time. You may also configure your profile and use any privacy features to manage your profile and who may interact with you.
3.2 Ordering your subscription. Please follow the onscreen prompts to complete your subscription. You may only subscribe using the method set out on the website. We offer the following types of subscription:
3.2.1 Individual profile(s) for professional advisers and others working in the corporate sector and individulas working for non-profit organasitions
3.3 Your offer. Entering your details for a Subscription constitutes an offer by you to purchase the Services specified in the type of subscription selected and, including in respect of free subscriptions, be bound by these Terms.
3.4 If we cannot accept your subscription. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not accept your registration. If you have already paid for the Services, we will refund you on a pro rata basis the full amount for any Services paid for but not received by you.
3.5 Correcting input errors. Please check the details of your subscription order, including the type of subscription and the fees, carefully before confirming it. You are responsible for ensuring that the details you provide are complete and accurate.
3.6 Profiles. Where your organisation has multiple employees, partners or representatives, your profile may be used by up to one individual from your organisation. Where more than one employee or representative of the same organisation wish to access our Services, additional subscriptions are required for each individual.
3.7 Representations. By entering your details for a Subscription, you represent and warrant for as long as you use the Platform that:
3.7.1 if you are an incorporated person, you are duly incorporated and validly existing under the laws of the country of incorporation and your application to be a user has been approved by your organisation;
3.7.2 you have and will maintain all authorities, powers, consents, licences and authorisations required by you to access and use the Platform in accordance with these Terms and to perform your obligations under these Terms;
3.7.3 you are not located in any territory subject to sanctions, or otherwise subject to any sanctions or other restrictions on accessing or using this Platform. You are not subject to any restriction that would make it unable to use the Platform by reason of sanctions, or any rules or other applicable law of any competent governmental authority or regulator;
3.7.4 if you are a Provider, you will not and nothing on this Platform should be construed as an offer by you to sell, a solicitation of an offer to buy, or a recommendation of any security or other financial product or investment strategy or any other form of recommendation or professional advice;
3.7.5 the documentation and information disclosed to us, together with any other documentation and information provided to us in connection with these Terms, is true, accurate and complete in all respects; and
3.7.6 you own and have all intellectual property rights in the profile and any and all content you post on or send via the Platform and are solely responsible under all applicable laws for the same. You further warrant that the content of all profiles and other content do not and will not breach any rights of any third party.
4.1 Availability of the Services and compliance with Service Description. While we will use reasonable endeavours to make the Platform available with reasonable skill and care, you acknowledge that:
4.1.1 we make no guarantee that the operation of the Services and/or the Platform will be uninterrupted or error-free;
4.1.2 the Platform might be affected by circumstances beyond our control, might not be continuous, uninterrupted or secure, and is subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. We are not responsible or liable for any delays or failures, or resulting damage, loss or liability, resulting from any of those problems; and
4.1.3 we shall not be liable to you for any unavailability of the Services (including due to unscheduled downtime) for any period of time.
4.2 Changes to Service Description. We reserve the right to update or amend our Platform and the Services at any time, including if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services. We may add or remove individual features or services and your continued use of the Platform constitutes your acceptance of the updated Platform.
4.3 Suspension and withdrawal of the Platform. We may, unilaterally and with immediate effect:
4.3.1 take any reasonable action required to protect ourselves and the Platform if we suspect or discover any compromise of the security of the Platform. This action may include, in our reasonable discretion, suspending your access to the Platform; and
4.3.2 to suspend or withdraw permanently your ability to use the Platform, or any part thereof, without notice, where we consider it necessary or advisable to do so, in our discretion and in good faith.
4.4 Additional Services. On our Platform you may contact us regarding our added value services which may include sponsorship opportunities, one on one consultancy, and other consultancy services and access to membership benefits such as networking events, webinars and publication opportunities. Additional fees may apply for such services and you will accept any additional terms and conditions we require you to accept for these services in addition to these Terms.
5 TERMINATING YOUR SUBSCRIPTION
5.1 Termination. You may terminate the Contract for your subscription at any time via your dashboard [LINK TO DASHBOARD/LOGIN]. If you terminate the Contract prior to the end of the then current Subscription Term, you will not be charged for any further month but no refund will be provided in respect of any period from the date of termination until the end of the then current Subscription Term. In the event you terminate your Contract, your profile and all of its contents will be deleted with immediate effect.
6 Your obligations
6.1 Obligations. It is your responsibility to ensure that:
6.1.1 your use of the Platform at all times is lawful and for bona fide purposes consistent with the Platform;
6.1.2 If you are a Provider, you may not use the Platform to make unsolicited bulk approaches to Clients and you acknowledge that Clients may choose not to interact with you or to cease contact with you at any time.
6.1.3 you will not use, or allow the use of, the Platform:
(a) in contravention of any laws (in any jurisdiction), regulations, rules of any regulatory authority or any regulation or guidance of any other regulatory authorities to which you may be subject;
(b) in any way (including, without limitation, posting information on the Platform where this facility is available) which is defamatory, obscene, abusive, indecent or menacing or which infringes any intellectual property rights or breaches obligations of confidentiality, or which is otherwise illegal or unlawful;
(c) to introduce a virus or other disruptive program or harmful code or do any act which would cause the Platform damage or disruption or to become unavailable for use by others or disrupt other users’ use of the Platform; or
(d) in any way which is not authorised by us or is otherwise in breach of these Terms,
6.1.4 you cooperate with us in all matters relating to the Services;
6.1.5 you comply with these Terms, including making payment of the Fees in accordance with clause 7 and complying with the restrictions set out in clause 9; and
6.1.6 you comply with all applicable laws.
6.2 Your default. If you fail to fulfil any obligation listed in clause 6.1 (Your Default):
6.2.1 we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 15 (Termination);
6.2.2 we will not be responsible for any Losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
6.2.3 it will be your responsibility to reimburse us on written demand for any Losses we sustain or incur arising directly or indirectly from Your Default.
7.1 Access Fee. You shall pay a monthly fee for access to the Services, the amount of such fee being specified in Schedule 1 (Fee), which is to be paid to us in accordance with this clause 7 .
7.2 Payment details. You must provide us with valid, up-to-date and complete payment details. By doing so, you authorise us to collect the Fee applicable to your chosen user level or subscription type on or prior to the Commencement Date, and monthly in advance thereafter unless and until your Contract has been terminated in accordance with clause 5 or any other provision under these Terms.
7.3 Payment Failure. If payment fails on the Commencement Date, we will notify you and your subscription will not commence and the Contract between us will not come into existence. If your payment fails at any time thereafter, your subscription will not be renewed and the Contract will be terminated in accordance with clause 15.
7.4 Fees. All Fees stated or referred to in these Terms:
7.4.1 shall be payable in pounds sterling;
7.4.2 are non-cancellable and non-refundable except as expressly provided in these Terms; and
7.4.3 are exclusive of value added tax, which shall be added to our invoices and billed to your payment card at the appropriate rate.
7.5 Fee increases. We shall be entitled to increase the Fee by giving you not less than 30 (thirty) days’ prior notice of the proposed increase.
8.1 Complaints procedure. If you have a complaint or problem with the Services, the following complaints procedure will apply:
8.1.1 where you have any issues with the Services please raise it with us at administration@philanthropy-impact.org;
8.1.2 when we receive your complaint, we will write to you to acknowledge it and, if applicable, we will ask you to provide clarification;
8.1.3 if we are unable to resolve your complaint within 14 days of our receipt of your complaint, you may escalate the complaint to our CEO by emailing john.pepin@philanhtopy-impact.org requesting your complaint to be escalated; and
8.1.4 if we are unable to resolve your complaint with 14 days of escalation to our CEO and you remain dissatisfied, you may pursue the matter in accordance with clause 19.6.
9.1 Access Credentials. To use the Platform, you will need to request a username and password (Access Credentials) allocated by us. The use of your Access Credentials will be deemed by us to be use of the Platform by you or someone with your knowledge and consent. As such, you agree you will be responsible for the confidentiality and use of your Access Credentials, you will change your password regularly and will not disclose your Access Credentials to other persons for any purpose whatsoever. We may rely on all instructions and other communications entered using your Access Credentials. You will immediately notify us if you become aware of the loss, theft or disclosure to any third party of, or of any unauthorised use of your Access Credentials. We shall not be responsible or liable to you for any Losses arising from any unauthorised use of your Access Credentials or the Platform. You shall remain responsible for and on demand shall indemnify, protect and hold us harmless from and against all Losses resulting from or arising out of any act or omission by any person accessing and using the Platform through your Access Credentials, whether or not you authorised such use, save to the extent the unauthorised use is solely due to our negligence.
9.2 Other restrictions. Except as expressly set out in this Contract, you undertake
9.2.1 that the Services shall be used solely for your and your organisation’s business purposes, and you agree not to re-sell the Services or make available the Services or any information derived therefrom (including any content or materials accessed using the Services) publicly or to any third party whether for commercial gain or otherwise; and
9.2.2 to comply with any additional terms and restrictions as we may notify you of from time to time relating to the use of third party software or services used by us to provide the Services.
9.3 Territory. We make no representation that the Services are appropriate for use in locations outside the United Kingdom. If you choose to access the Services from locations outside the United Kingdom, you do so on your own initiative, at your own risk, and you are responsible for compliance with local laws.
10 Intellectual property rights
10.1 All intellectual property rights in the Platform will be owned by us. All intellectual property rights in your profile and the content you may post or communicate via the Platform is your sole responsibility.
10.2 We agree to grant you a non-exclusive, non-sub licensable, limited right during the Subscription Term to use the Platform and the Services and the reports provided pursuant to the Services solely for your internal business purposes.
11 How we may use your personal information
11.1 Privacy Policy. We will process your personal information in accordance with our Privacy Policy https://www.philanthropy-impact.org/content/cookies-and-privacy-policy the terms of which are incorporated into this Contract.
12.1 Platform only. You acknowledge and agree that the Platform is a means of facilitating networking and if you are a Provider for profiling your services, and if you are a Client for improving your profile and for opportunities to seek to interact with Providers for your mutual benefit. As such you are solely responsible for choosing who you will interact with and the content of your communications, and for deciding whether and who you may contact and deal with. We make no representations about the accuracy of any person’s profile or for the services they provide or wish to receive, and you are solely responsible for all due diligence and assessing the suitability of who you wish to interact with and the terms and conditions on which you may subsequently decide to contract.
12.2 No recommendation. Nothing on this Platform shall comprise a recommendation of any Provider or their services or of any Client. We do not expressly or impliedly recommend or promote any Providers or any person’s services and do not screen, or approve any person who may post a profile or interact on the Platform.
12.3 No advice. We do not provide investment advice or any other form of professional advice. Neither the Services nor the Platform should be construed as providing or offering any form of investment, financial, tax, accounting, insurance, legal, or any other form of professional advice, and should not be relied upon for any purpose by you.
12.4 Views and opinions. The views and opinions of any person posting content or transmitting content via the Platform are solely the views and opinions of the person posting or transmitting such content and not ours.
12.5 Non reliance. If you choose to rely on any representation made by any person or any content transmitted to you via this Platform you are solely liable for your decision to rely on such representation or content. To the extent not prohibited by law, we disclaim any and all liability and responsibility arising from any reliance you may place on such representations or content.
13 Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
13.1 Technical and organisational measures. You acknowledge that while we have taken reasonable technical and organisational measures in accordance with appliable law to ensure the security and integrity of the Platform, that the Services and the Platform have not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Platform meet your requirements. As such, we do not guarantee that the technical and organisational measures used by the Platform will always protect the Platform or data stored or processed on the Platform against unauthorised access, use or disclosure. Except as expressly set out in these Terms, we are not responsible or liable for any unauthorised access to, or use, alteration, loss, theft or destruction of, the Platform or any data stored or processed on the Platform, whether through accident, fraudulent means or devices, or any other method. We may at our discretion introduce and require additional levels of user identification and security. We may change our security procedures at any time and we will tell you of any new procedures that apply to you as soon as possible
13.2 Liability that cannot be excluded. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
13.2.1 death or personal injury caused by negligence;
13.2.2 fraud or fraudulent misrepresentation; and
13.2.3 any other liability that cannot be excluded or limited by English law.
13.3 Exclusions. Subject to clause 13.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
13.3.2 loss of sales or business;
13.3.3 loss of agreements or contracts;
13.3.4 loss of anticipated savings;
13.3.5 loss of use or corruption of software, data or information;
13.3.6 loss of or damage to goodwill; and/or
13.3.7 any indirect or consequential loss.
13.4 Total Liability. Subject to clause 13.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the higher amount of (i) £500 and (ii) the total Fees paid by you under the Contract during the 12 months preceding the event (or first of the series of events) giving rise to that liability.
14.1 Confidential information. You and we each undertake that you and we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 14.2.
14.2 Permitted disclosure. You and we each may disclose the other’s confidential information:
14.2.1 to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and
14.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Permitted use. You and we each may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
15 Termination, consequences of termination and survival
15.1 Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
15.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
15.1.2 you fail to pay any amount due under the Contract on the due date for payment;
15.1.3 you take any step or action in connection with you entering bankruptcy (if you are an individual), administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
15.1.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business.
15.2 Consequences of termination. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
15.3 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
16 CPD points for CHARTERED INSTITUTE FOR SECURITIES AND INVESTMENT (cisi)
16.1 cisI cpd. We are authorised to administer CPD points for the CISI. If you are eligible for CPS points from CISI, you may get a credit for the Professional Advisor’s Standards and Competencies module by completing the module on the Platform. Recordings of certain CISI materials are also available on request. We may withdraw the CPD module if requested by CISI and will update our website accordingly.
17 Events outside our control
17.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
17.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
17.2.1 we will contact you as soon as reasonably possible to notify you; and
17.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
18.1 When we refer to “in writing” in these Terms, this includes email.
18.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered by email.
18.3 A notice or other communication is deemed to have been received when sent by email at 9.00 am the next working day after transmission.
18.4 In proving the service of any notice, it will be sufficient to prove that the email was sent to the specified email address of the addressee.
18.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
19.1.1 We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.
19.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
19.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
19.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
19.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of paragraph of these Terms is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
19.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
19.6 Governing law and jurisdiction. The Contract is governed by English law and you and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
