BUDDYHUB LTD TERMS and CONDITIONS

Please read this carefully, this document contains important information about your rights and obligations as well as the limits of our liability to you.

Please review these Terms and Conditions and make sure that you understand them before using the Website and/or taking part in any BuddyHub activity. If you do not agree to these Terms and Conditions, you must cease use of the Website immediately and must not take part in any BuddyHub activity or online activity.

These Terms and Conditions are binding and govern your use of our services and our provision of the service to you. By accessing the Website, registering as a User, taking part in any BuddyHub activity/or performing any BuddyHub online activity, you accept and agree to be bound by these Terms and Conditions. If they contain anything that you are not willing to agree with then your only course of redress is not to use any of the services offered by us.

As a User you are advised not to assume that any Member Content is accurate. A person may not be who he or she claims to be. You should at all times exercise the same caution you would normally when you meet people in person. BuddyHub cannot be liable for the actions or omissions of, or false or misleading statements by, Users.

1 ABOUT BUDDYHUB

1.1 BuddyHub is a Social Enterprise whose mission is to create new social networks to alleviate the problem of loneliness and isolation amongst some older people. We are an ultra-local online matching service that helps older people, who are experiencing loneliness or isolation or want to protect against that, to reconnect to their communities. An older person is at the hub of their own personal ‘Friendship Wheel’ and around three Buddies will be matched to them based on profiles of interests, skills, hopes and dreams. The Buddies in each ‘Friendship Wheel’ can coordinate visiting and get to know each other in an online chat area and in person should they wish to. BuddyHub also seeks to strengthen communities by creating the connectivity that is often lacking. BuddyHub uses technology to break down barriers inherent in traditional befriending by bringing the concept of micro-volunteering to face to face contact.

1.2 The following defined terms apply to these Terms and Conditions and the Website:

(a) References to “Buddies” refer to people, with a minimum age of 18, who agree to join a Friendship Wheel via the BuddyHub website, with the purpose of engaging with the Senior whose Friendship Wheel they have joined and other Buddies within that Friendship Wheel.

(b) References to “BuddyHub”, “we”, “our” and “us” are references to BuddyHub Ltd.

(c) References to “BuddyHub activity” refer to use of the website and engagement with BuddyHub social media platforms, attendance at BuddyHub events and visits conducted between Seniors or Buddies within a Friendship Wheel and engagement and meetings between Buddies within the same Friendship Wheels or other Friendship Wheels.

(d) References to “Friendship Wheel” refer to a micro-community of Users with similar geographic locations and interests of up to three Buddies who are matched to one Senior. The Buddies join the Senior’s Friendship Wheel. The Users in the Friendship Wheel will be able to contact each other via a chat area set up by BuddyHub. BuddyHub may also facilitate online connections between Users in different Friendship Wheels.

(e) References to “Seniors” are references to older people who will have a Friendship Wheel created for them and who may engage in BuddyHub online chat.

(f) References to “Services” refer to the process of creating profiles of Seniors and Buddies which will involve collecting certain data from Users including their name, address, date of birth, telephone number, email address, interests, skills and aspirations. This information enables a matching process to take place. Where a good match between a Buddy and a Senior is identified the Buddy will be able to view a more detailed profile of the Senior and will be invited to join their Friendship Wheel. Before any visiting can commence the “Buddy” will have to undergo a vetting and training process. The “Service” also refers to arranging events to which “Users” are invited to attend and participate in.

(g) References to “Users” are to any person accessing the Website or taking part in any “BuddyHub activity”.

(h) References to “Website” means to www.buddyhub.co.uk and our social networking pages.

1.3 BuddyHub may at any time modify these Terms and Conditions. We will notify you of any changes to these Terms and Conditions by posting a notice on the Website. You can review the most current version of our Terms and Conditions at any time by clicking on the “Terms and Conditions” link located at the bottom of the BuddyHub Website at www.buddyhub.co.uk. The most current version displayed on that page will supersede all previous versions.

2 CONDUCT OF BUDDIES

2.1 Buddies must agree to go through a vetting process as part of the creation of their account and should they fail this process, BuddyHub is not required to match you with other Users, reimburse any expenses incurred or provide further services of any kind.

2.2 Before undertaking any visits with the Senior in their Friendship Wheel Buddies must have completed “Buddy Training”. Buddies must agree to go through Buddy Training as part of the creation of their account and should they fail to do so, BuddyHub is not required to match you with other Users or provide further services of any kind.

2.3 You are under no obligation to undertake any visits to the Senior within your Friendship Wheel.

2.4 You undertake each visit of your own free will and are responsible for ensuring that the visit is carried out safely and that you do not put yourself, other Users or BuddyHub employees at risk. You must ensure that a risk assessment form has been completed and provided to you prior to you accepting or commencing the first visit to a Senior. You must comply with any instructions in the risk assessment form.

2.5 Buddies are advised to always carry a mobile phone on your person whilst commencing a visit. If you have any doubts or concerns at any time prior to, during or after a visit, you must immediately contact your BuddyHub representative, between the hours of 9 and 5 on Monday to Friday or in an emergency call 999. If you are hurt or injured or feel unwell during a visit, you must immediately notify a BuddyHub representative or volunteer with you, or call a BuddyHub representative. In an emergency you must call 999.

2.6 In respect of any new Senior in relation to whom BuddyHub have been asked to visit, BuddyHub rules state that no Buddy may attend the home or business address of such Senior unless accompanied. You undertake and agree not to breach this rule.

2.7 In the event that you are notified by BuddyHub that you are cleared to attend a Senior’s address alone, which means we have verified you have a valid Enhanced DBS certificate, you must ensure that the contact is not a new Senior contact. You may refuse to attend at any time (even if you have attended the address previously).

2.8 Buddies acknowledge and agree that working with vulnerable people is a regulated activity in the UK. You understand that if we become aware of any breach of any of the undertakings in clause 2.7 or of any warranty set out in 2.9 becoming untrue, or if we reasonably believe that any such undertaking may have been breached or that any warranty may have become or be about to become untrue, we shall be permitted to cancel your BuddyHub account and notify any law enforcement agency without informing you of such notification.

2.9 Prior to commencing any BuddyHub visit or activity, Buddies undertake and agree to:

(a) provide to BuddyHub all necessary information to enable BuddyHub to apply for a current, original and valid enhanced DBS (Disclosure and Barring Service) check showing that you have no criminal record;

(b) only perform visits or activities with Seniors and other Buddies where such visit or activity has been offered to you by BuddyHub;

(c) immediately inform BuddyHub of the occurrence of any matter set out in paragraph 2.10 below;

(d) not take any money or other non-pecuniary form of remuneration from any person whom you visit as a BuddyHub member;

(e) keep BuddyHub informed of your contact with any person to whom you have been introduced by BuddyHub; never introduce any third party to a Senior or other Buddy to whom you have been introduced by BuddyHub without the prior written consent of BuddyHub; and

(f) in performing any activity always comply with health and safety requirements and any specific instructions or recommendations of BuddyHub.

2.10 You represent and warrant that:

(a) you have never been convicted in any jurisdiction of any offence of violence, sexual impropriety, theft, fraud, or any offence against a child or other vulnerable person; and

(b) you are not currently under investigation in respect of any matter falling within the offences detailed in 2.10(a) and you are not aware of any circumstances that could result in you being investigated, cautioned or arrested in respect of any such matter.

3 CONDUCT OF SENIORS

3.1 Before undertaking any visits with the Buddies in your Friendship Wheel Seniors must have signed their “Senior Agreement” as part of the creation of their account and should they fail to do so, BuddyHub is not required to match them with other Users or provide further services of any kind.

3.2 You are under no obligation to undertake any visits with the Buddies within your Friendship Wheel.

3.3 You undertake each visit of your own free will and are responsible for ensuring that the visit is carried out safely and that you do not put yourself, other Users or BuddyHub employees at risk.

3.4 Prior to commencing any BuddyHub visit or activity, Seniors undertake and agree to:

(a) only perform visits or activities with Buddies and other Seniors where such visit or activity has been offered to you by BuddyHub;

(b) immediately inform BuddyHub of the occurrence of any matter set out in paragraph 3.5 below;

(c) keep BuddyHub informed of your contact with any person to whom you have been introduced by BuddyHub; never introduce any third party to a Senior or other Buddy to whom you have been introduced by BuddyHub without the prior written consent of BuddyHub; and

(d) in performing any visit or activity always comply with health and safety requirements and any specific instructions or recommendations of BuddyHub.

3.5 You represent and warrant that:

(a) you have never been convicted in any jurisdiction of any offence of violence, sexual impropriety, theft, fraud, or any offence against a child or other vulnerable person; and

(b) you are not currently under investigation in respect of any matter falling within the offences detailed in 2.10(a) and you are not aware of any circumstances that could result in you being investigated, cautioned or arrested in respect of any such matter.

4 CONDUCT OF USERS

4.1 You agree not to interfere with the servers or networks connected to the Website or to violate any of the procedures, policies or regulations of networks connected to the Website, including these Terms and Conditions.  You agree to act in a way that is, and not upload or write any comment that would be, regarded as indecent, defamatory, injurious, obscene, offensive, violent or can/does incite violence, or is any way shape or form racist or xenophobic. You also agree not to:

(a) sell, licence, modify, distribute, copy, reproduce, link to, transmit, adapt or edit any of the content on the Website or take any actions that might violate the rights of BuddyHub or other third parties. Notwithstanding the above, Users may provide a link to the Website or print out a copy of a web page.

(b) attempt to reverse engineer or export, the Website to any third party, or jeopardize the correct functioning of the Website, or otherwise attempt to derive the source code of the software (including the tools, methods, processes and infrastructure) that enables or underlies the Website;

(c) attempt to gain access to secured portions of the Website to which you do not possess access rights;

(d) impersonate any other person, or use a false identity, or provide inaccurate, false or misleading information about yourself while using the Website or performing any BuddyHub activity;

(e) conduct yourself in a vulgar, offensive, harassing or objectionable manner while using the Website or carrying out BuddyHub activity.

(f) resell or export the software associated with the Website;

(g) use the Website to generate unsolicited advertisements or spam;

(h) use any automatic or manual process to search or harvest information from the

Website, or to interfere in any way with the proper functioning of the Website;

(i) upload to the Website: any illegal or harmful content; content which infringes third party intellectual property rights; or any content which could harm the reputation of BuddyHub or for which BuddyHub could incur legal liability by virtue of it being posted to the Website.

5 OUR RIGHTS

5.1 BuddyHub is the owner of all intellectual property rights in the Website content (unless otherwise stated) and Users agree that, except to the extent set out in these Terms and Conditions, they will not gain any rights in, or licences to, the content.

5.2 In providing Users with access to the Website and/or allowing Users to perform any BuddyHub activity, we reserve the following rights, and in accessing the Website, and performing any BuddyHub activity Users grant to BuddyHub and agree that we shall have the following rights:

(a) the right to refuse or withdraw your access to the Website and/or terminate your contract and close your BuddyHub account for any reason at any time (with or without notice) if in BuddyHub’s sole and absolute discretion you violate or breach any of these Terms and Conditions or otherwise behave in a manner which BuddyHub deems to be unreasonable or inappropriate; such termination shall take effect without prejudice to any damages that BuddyHub might claim from the User or his/her beneficiaries and legal representatives, in compensation of the harm suffered as a result of such breaches. Data relating to the User will be destroyed or anonymised at his/her request or upon expiration of the legal time period following the termination of the Member’s account.

(b) the right without notice to remove or amend the Website and to cease providing our services or any part of them for any reason whatsoever in our sole and absolute discretion;

(c) the right to remove without notice any Users’ content which BuddyHub at its sole discretion, considers is offensive, violates these Terms and Conditions, or is contrary to any law.

(d) the right to communicate with any person to whom you perform a visit to and/or any representative of a law enforcement, governmental or regulatory agency at any time for any reason without notifying you; and

(e) the right to comply with any legitimate takedown notices by owners of intellectual property rights.

5.3 User content will consist of any information provided in profiles, any content uploaded to Friendship Wheel chatrooms, any feedback provided in consequence of a meet up or visit and any information provided via impact assessment or other types of surveys. Users retain rights to the content they upload to the Website but also grant BuddyHub a worldwide, irrevocable, non-exclusive, royalty-free licence to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute their content by uploading it  to the Website. BuddyHub has the right to use all User content for the purposes of monitoring compliance with these Terms and Conditions, to improve the Service, and to provide information to third party organisations regarding impact assessment of our services for Users and to share or sublicense it to sponsors or partners in the future. Users may report any offensive user content to BuddyHub and we reserve the right to take down from our website any user content about which we receive such notice.

6 INTELLECTUAL PROPERTY

6.1 BuddyHub and/or its licensor(s) are the sole owners of the Website. The Website is protected by UK and International copyright and other intellectual property laws. We permit you to use the Website and any other documentation with which we provide you for non-commercial use only and we grant you a limited licence solely for that purpose. This means that you may not sell, license, modify, copy, distribute or transmit the Website (or any part of it) for any commercial purpose or for any reason other than to take part in any BuddyHub activity in accordance with these Terms and Conditions.

6.2 Any unauthorized use of the Website will result in the automatic termination of the limited licence granted by us in clause 5.1 and BuddyHub reserves the right to terminate the limited licence without notice at any time following an unauthorised use by you of the Website.

7 ELECTRONIC COMMUNICATIONS

7.1 You consent to receiving electronic communications and notices from BuddyHub. You agree that any notice, agreement, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

8 SECURITY

8.1 Whilst we have implemented commercially reasonable technical and organisational measures to secure your personal information and user content from unauthorised use, we cannot guarantee that unauthorised third parties will never be able to defeat those measures. You acknowledge that you provide your personal information and user content at your own risk.

9 PRIVACY

9.1 We require you to provide us with information when you register on the Website. We may also collect information both relating to you (for example on your usage history and the BuddyHub activities that you perform (please see clause 2 of our Privacy Policy for more information)) and to Users of the Website and our services in general. Any information that you submit or that we collect when you are using the Website and/or taking part in any BuddyHub activity is subject to the BuddyHub Privacy Policy, the terms of which are hereby incorporated into these Terms and Conditions. BuddyHub complies with the Data Protection Act 1998 and has made a notification to the Information Commissioner’s Office that it will collect and process personal data (Registration number ZA119405). Please see our Privacy Policy for full details on how we store and use the information you provide to us.

10 NO WARRANTY AND LIMITATION OF LIABILITY

10.1 BuddyHub is not liable for the conduct, content and opinions of its Users.

10.2 BuddyHub is involved in arranging or facilitating connections and meetings between Buddies and Seniors. BuddyHub functions merely as a means to connect Users without imposing or suggesting that Users should meet in person.

10.3 BuddyHub is not guaranteeing the character or suitability of any User; outside BuddyHub’s platform, which is only an online facilitator, any offline interaction is done so at the User’s own risk and sensible precautions should be taken, for example, arranging to meet in a public place or having a third party present when the two Users first get together.

10.4 BuddyHub provides the Website “as is” and without any warranty or condition, whether express, implied or statutory. BuddyHub specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. BuddyHub assumes no liability or responsibility for any errors or omissions in the Website; any losses or damages arising from the use of the Website or from taking part in any BuddyHub activity; any harm to your reputation or losses resulting from any disclosure of information about you by us as permitted in these Terms and Conditions. We reserve the right to deliver the Website and our services in our sole and absolute discretion.

10.5 In no event shall BuddyHub, its shareholders, directors, officers, employees or agents be liable (jointly or severally) to you for loss of use or any special, incidental, indirect or consequential damages arising out of or in connection with the Website, you taking part in any BuddyHub activity or these Terms and Conditions, on any theory of liability, and whether or not advised of the possibility of damage.

10.6 BuddyHub does not seek to exclude liability for death or personal injury caused by our negligence, or fraud or fraudulent misrepresentation. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law.

10.7 By permitting you to access the Website or take part in any BuddyHub activities we are not representing or warranting that you are suitable to, or permitted by law to, volunteer to perform, receive or take part in such activities or work with vulnerable persons. It is solely your responsibility to ensure your safety and that you are compliant with applicable law.

11 PAYMENT

11.1 During the BuddyHub pilot, Membership of BuddyHub and the BuddyHub service will be free to all Users. When the pilot phase ends these Terms and Conditions will be updated to reflect changes to the payment terms for Users and all Users will be notified of these changes and will have the right to either terminate or continue their BuddyHub Membership.

12 INDEMNITY

12.1 You agree to indemnify us (including our directors, officers, employees, subcontractors, agents and affiliated companies) against all third party claims and liabilities related to your breach of this agreement and/or to your use of the Services, including any death, personal injury or property damage caused by your acts or omissions.

13 GENERAL

13.1 You agree that these Terms and Conditions and any claim, dispute or controversy arising out of in connection with these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims), or the Website shall be governed by and construed in accordance with English law. Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.

13.2 BuddyHub may change or discontinue provisions of the Website and/or its services at any time without prior notice. We reserve the right to terminate these Terms and Conditions for any reason, without notice and in this event, a proportionate amount (at BuddyHub’s sole discretion) of any fees paid by the User will be refunded for any services that would have been received had these Terms and Conditions not been terminated. These Terms and Conditions shall automatically terminate in the event that you violate any of the Terms and Conditions set forth herein (without prejudice to our accumulated rights against you). In the event of any termination, you will immediately cease use of the Website and will cease to contact any person with whom you have been introduced by BuddyHub.

13.3 These Terms and Conditions are agreed between you and us. No other third party shall have any rights under or connection with these Terms and Conditions under the Contracts (Rights of Third Parties) Act 1999.

13.4 If any court or competent authority decides that any term of these Terms and Conditions is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.

13.5 Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.

13.6 Our failure to enforce any provision of these Terms and Conditions shall not constitute a waiver of that or any other provision and will not relieve you from the obligation to comply with such provision.

13.7 These Terms and Conditions set forth the entire understanding and agreement between you and BuddyHub with respect to the subject matter hereof.