Terms Of Service

1. Introduction and what these terms do

• 1.1 Who we are

Gratitudeglobal.com is a site, service and platform that provides individuals and companies the ability to offset their carbon emissions and donate to accredited charities. The site and platform is owned and the service is provided by Gratitude App Ltd (“Gratitude”, “Gratitude Global”, “us” and “we” below), Company Number 13260816, a limited company registered in England and Wales and you can find out our registered office address at Companies House.

Gratitude is a service provider. It’s important that you understand what this means in terms of the services we provide to you. We have explained this in more detail in section 3 and we recommend you read the section carefully.

To contact us, please email [email protected]. We do not have an office telephone number but we are happy to engage with you via online video chat.

• 1.2 When these terms apply

These Terms of Service (“Terms”) apply when you (“your” and “User” below) create an account to use any features, services, products or tools (together, the “Services”) offered on our platform at www.gratitudeglobal.com (the “Platform”).

To use our Services you must agree to these Terms so please read them carefully. We recommend that you download these Terms for future reference. We’ll ask you to confirm that you agree to these Terms when you create an account to use the Platform and Services and a contract will come into existence between you and us when you confirm you accept the Terms. If you use any of our Services before you have confirmed that you accept these Terms then, by using our Services, you agree that you have read, understood and accept these Terms, our Terms of Use for our Site and our Privacy Policy, Cookie Policy and all/any other notices posted by us on our Site or directly to you. If you disagree with any of these Terms, please do not proceed to payment as we do not provide any refunds. You can find more information about refunds in clause 5.7.

You are responsible for ensuring that all persons who use our Services through your internet connection are aware of these Terms, our Privacy Policy and Cookie Policy and that they comply with them.

If you sign up to our Platform or use our Services, you’ll be confirming that you intend to use the Platform and Services in the course of your business, craft, trade or profession and that you are a ‘consumer’ under UK consumer law. When you use the Services on behalf of a Company, then by accepting these Terms you confirm that you have sufficient authority to enter into a contract on the Company’s behalf and that you understand and agree that the Company will be our customer and not you personally. Even if you haven’t set up a company yet, you’ll be treated as a ‘trader’ and not a ‘consumer’ under consumer protection law when you sign up to our Platform or use our Services and, once you have set up your Company, any further instructions you give us will be from the Company and not you personally.

IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS YOU CANNOT USE THE PLATFORM OR OUR SERVICES. IF YOU HAVE PROCEEDED TO PAYMENT AND THEN COMMENCE USE OF THE SERVICES WE WILL DETERMINE THAT YOU HAVE ACCEPTED THESE TERMS IN FULL.

• 1.3 Before you make a purchase

All payments you make are non-cancellable and non-refundable, subject only to the provisions of clause 5.7 and clause 7.5. Please read those clauses carefully before you make a purchase.

• 1.4 Terms subject to change

Please note that we may change, modify, add or remove sections of these Terms from time to time. We will post any changes to our Site by updating these Terms, but we may not make any separate publication about such changes, so please revisit these Terms every so often, because we assume that you agree with these Terms at all material times if you continue to use our Services.

These Terms were last updated on 18 January 2023.

2. Data Protection

• 2.1 It’s your data

Your personal and/or company data is sensitive and entitled to protection. All rights, titles and interests in your data held in the Gratitude platform are 100% yours. Any personal, company and user-generated information will only ever be uploaded voluntarily by you and you confirm that you have obtained the necessary consent and have given appropriate notices to lawfully upload any individual’s personal data to our platform for the duration and purposes of these Terms. We’ll never share or make your data or information available to anyone without your explicit permission (other than being legally required such as by a court order).

Your data is uploaded and downloaded over a secure connection, your credentials are encrypted and hashed. We don’t store (or even know) your password. Your company data and any Confidential Information you may upload to the platform is stored securely, and only people you’ve assigned as members of your team (in addition to any persons approved under clause 2.4) can access your data, per the access permissions you assigned to those team members. We expect you to ensure that your team, particularly those you give Admin access to, have strong passwords, ideally different from their social network site logins.

• 2.2 Account creation

If you establish an account on the Platform, you are responsible for maintaining the confidentiality of your user ID and password, and you are responsible for all activities that occur under your password or user ID. You agree to: (i) log out from your account at the end of each session; and (ii) immediately notify us at [email protected] of any unauthorized use of your password or user ID or any other breach of security.

You are responsible for all content that you transmit or otherwise make available to our Site and Platform. Your access to and use of this Platform may be monitored, including but not limited to, for the purpose of identifying illegal or unauthorized activities.

All personally identifiable information collected from you is governed by our Privacy Policy.

• 2.3 Data collection

Subject to the confidentiality obligations created under these Terms (see below), you agree that we have the right to collect and analyse specific data points and other information gained from your profile, settings and including but not limited to interactions with our team. This covers, without limitation, information concerning your data and data derived therefrom, and we will be free (during and after the term hereof) to use such information and data to improve and enhance the Site/Platform.

For more information about your data please click here to view our Privacy Policy.

• 2.4 Granting ourselves access for customer support purposes

Occasionally you may contact us for customer support. It may be necessary for our team to access your profile page for the purpose of assistance, to enable them to see what you are having an issue with. This will only happen with your implied consent to do so, such as during an active conversation between yourself and a team member where it is necessary to answer a question you have asked them on email.

Once you have finished working with that team member, they will remove their access from your profile. We also require our team members to regularly review the list of subscribers to minimize the risk of any data breach.

• 2.5 Providing platform feedback

If you give us feedback on the Platform, for example recommendations for improvements or features, such feedback will be deemed non-confidential and non-proprietary and implementation of that feedback is owned by us and may become part of the Site or the Platform without compensation to you. We reserve all rights in and to the Platform unless we expressly state otherwise.

• 2.6 Phone, SMS and email contact

If phone numbers are provided along with other contact details you may or may not receive phone calls / SMS / emails from your account owner. You can opt-out of this contact by emailing us at [email protected].

• 2.7 Who is the controller and who is the processor

As part of providing the Site, the Platform and the Services to you, we will process personal data. We will do so either as a data controller (meaning, we decide the manner and purpose of the processing) or data processor (meaning, we process the data on your behalf and on your instructions) depending on the circumstances. In this clause, “personal data”, “data controller” and “data processor” have the meanings given to them in the Data Protection Act 2018 and the United Kingdom General Data Protection Regulation.

When we process your personal data for our own business purposes (for example, creating your account, managing our relationship with you, handling customer service questions and managing billing and invoicing), we are the data controller. In that case, we will process personal data in accordance with our Privacy Policy

When we process personal data on your behalf for your business purposes (for example, document automation and other features relating to running and funding), we are the data processor.

Both parties will comply with all applicable requirements of the United Kingdom General Data Protection Regulation, the Data Protection Act 2018 and all other mandatory data protections laws and regulations applicable in the United Kingdom from time to time (“Data Protection Legislation”). This clause 2 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

• 2.8 What data we will process on your behalf

When we act as a data processor on your behalf, we will carry out the processing activities below:

1. Subject matter of the processing:the provision of the Site, the Platform and Services to you.
2. Duration of the processing: starting on the date you provide the relevant personal data to us until you either remove the relevant personal data from the platform or delete your account with Gratitude.
3. Nature and purpose of the processing:adding relevant personal details to the platform.
4. Type of personal data involved:name, email address and username.

• 2.9 We will take steps to ensure data is processed securely

We have implemented appropriate technical and organisational measures to ensure we can securely process personal data. This includes measures to address the particular risks that are presented by processing, for example from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the personal data we process on your behalf. When implementing these measures, we will take into account:

1. the state of technological development and the availability of relevant technology (for the purposes of Article 32(1) of the GDPR);
2. the costs of implementation of any measures (which may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of our systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures we have adopted);
3. the nature, scope, context and purposes of processing; and
4. the risks for the rights and freedoms of the data subjects.

• 2.11 Everyone who processes personal data is under a duty of confidence

We will ensure that everyone who has access to or processes personal data on your behalf agrees to keep the data confidential. This mainly includes Gratitudes employees who are subject to confidentiality obligations under their employment contracts. If we engage any third parties to process personal data on your behalf, we will ensure that they are subject to a duty of confidence before we share any personal data with them.

• 2.12 General authority to appoint sub-processors

By accepting these Terms, you authorise us to appoint third parties to process personal data as a sub-processor as we see fit. This clause will be deemed to be your general written authorisation under Article 28(2) of the GDPR. We will let you know if we plan to make any changes concerning the addition or replacement of any sub-processors before we make the change.

When we engage a sub-processor, we will ensure that we have a written contract in place with the sub-processor that sets out the same data protection obligations on the third party as are set out in this clause 2 (or substantially on that sub-processor’s standard terms of business), in particular providing sufficient guarantees to implement appropriate technical and organisational measures to ensure that the processing will meet the requirements of the relevant Data Protection Legislation.

If we appoint a sub-processor, we remain fully liable to you for the performance of the sub-processor’s data protection obligations.

• 2.13 International transfers

If we need to transfer any personal data outside the UK (for example, if our service providers store personal data on servers outside the UK) we will ensure that appropriate safeguards are in place to keep the data secure, and that effective legal remedies are available for data subjects, or that there is an ‘adequacy decision’ or ‘adequacy regulation’ (as defined in the Data Protection Act 2018). If we need to transfer any data, we will comply with our obligations under the relevant Data Protection Legislation to provide an adequate level of protection to any personal data that is transferred.

Although we make reasonable efforts to update the information on the Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete or up to date.

3. Confidential information

• Your relationship with us is not legally privileged in the way it would be if you were working with a regulated legal professional. Nevertheless, in the course of assisting you with one of our Services, both of us understand that the other party has disclosed or may disclose business, technical, financial or other confidential, sensitive or proprietary information relating to their business (“Confidential Information”). Confidential Information includes non-public information regarding features, functionality and performance of the Service, non-public information data provided by you to us to enable the provision of our Services (company data, business plans, financials, pitch decks, investor interest information etc), and any other information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. Both of us agree:

1. to take reasonable precautions to protect such Confidential Information; and
2. not to use (except in the performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information.

The foregoing provisions will not apply with respect to any information that any of us can prove:

1. is or becomes generally available to the public;
2. was in its possession or known by it prior to receipt from the other party;
3. was rightfully disclosed to it without restriction by a third party;
4. was independently developed without use of any Confidential Information owned by the other party; or
5. is required to be disclosed by law.

4. Proprietary rights

• We own and retain all right, title and interest in and to (a) the Services and Platform, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with our Services or support or the Platform, and (c) all intellectual property rights related to any of the foregoing, including but not limited to all text, published material, document creation “flow”, sound, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, artwork and computer code, including but not limited to the design, structure, selection, coordination, expression, and “look and feel” of the Platform and any related Services. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. 

You will own all right, title and interest in and to your personal data and Confidential Information.

No rights or licenses are granted except as expressly set forth herein.

5. Payment of fees

• 5.1 General payment information

You will pay us the subscription fees which include VAT for each Service you subscribe for or purchase in accordance with these Terms (“Fees”). Full details of the applicable Fees can be found on our website and once you click the subscribe button.

We reserve the right to change the Fees at the end of the Initial Service Term or applicable Renewal Period (defined in clause 5.4 below) upon prior notice to you, which may be sent by email.

For Subscriptions (as defined in clause 5.4 below) or one-off purchases made on the Platform, payment is due on the terms applicable to that Subscription or one-off purchase as displayed at the point of purchase. For example, some of our products will ask you to “unlock” them before you can access a full version of them. In order to “unlock” those products you will need to enter valid payment details and pay immediately to use the product. 

For purchases that are invoiced by Gratitude, payment is due in accordance with clause 5.3. Unpaid amounts may result in termination of Service. 

You will be responsible for all taxes associated with your use of Services that are attributable to or due by you. If an applicable tax authority requires us to pay any taxes that should have been payable by you, we will advise you in writing, and you will promptly reimburse us for the amounts paid.

• 5.2 Additional fees

If your use of the Services requires the payment of additional Fees, you agree to pay the additional Fees in the manner provided herein. In that situation, we will invoice you for the difference in the Fees in accordance with clause 5.5.

• 5.3 Invoices

Payment for invoices is due on the date specified in the relevant invoice or, if no date is specified on the invoice, within 30 days of your receipt of the invoice. 

If payment is not received by the due date, we reserve the right to, in addition to taking any other action at law or equity, to (i) charge interest on past due amounts at the rate set by The Late Payment of Commercial Debts (Interest) Act 1998 and to charge all expenses of recovery (including reasonable legal fees), (ii) suspend your access to the Services until overdue amounts are paid in full, including any interest assessed on the overdue amounts, and (iii) terminate our agreement.

• 5.4 Subscription services

Ongoing access to all Services and features of the Platform requires a subscription to one of our plans (“Subscription”).

The first 30 days of your Subscription (if you’ve selected a monthly plan) or the first year of your Subscription (if you’ve selected a yearly plan), will constitute the “Initial Service Term”.  Thereafter, your Subscription will be automatically renewed for successive periods of 30 days (if you’ve selected a monthly plan) or 12 months (if you’ve selected a yearly plan), each a “Renewal Period”, and you will continue to be charged Fees for the Subscription on a monthly (if you’re on a monthly plan) or annual (if you’re on an annual plan) basis, until your Subscription is cancelled in accordance with clause 8. The Initial Service Term together with any subsequent Renewal Periods will constitute the “Service Term”.

If you sign up to a monthly Subscription, you can switch to an annual Subscription at any time. Annual Subscriptions can be upgraded, downgraded or cancelled on the anniversary of the commencement of that annual Subscription.

As such, if we do decide to change the Fees for the Subscription plan that you are currently subscribed to, we will not impose those new Fees on you without advanced prior written notice and we will allow you to choose whether to continue your Subscription on the revised prices before we begin charging you at the new price.

When purchasing a monthly subscription, a tree will be planted on your behalf after the 6^th month of your subscription. This is to cover Gratitudes costs. When purchasing a 6 month or yearly subscription a tree will be planted after your first month after subscription fees have been received.

Your donations will be directed to your chosen charity one month after subscription fees have been received.

Your carbon offsetting donation will be redirected to our chosen projects one month after subscription fees have been received. We only use accredited carbon offsetting projects provided by Gold Standard, Verra or REDD+ schemes. This guarantees there is no green washing and 100% of your donation is directed to bona fide projects. Carbon credits will be cancelled in line with Gold Standard, Verra and REDD+ guidelines.

Gratitudes subscription models include monthly subscription of £4.99, recurring monthly until cancelled or payment method ceases. 6 month subscription of £27.99, recurring every 6 months until cancelled or payment method ceases. Yearly subscription of £54.99, recurring until cancelled or payment method ceases.

Gratitude will be introducing various subscription models in the future to increase donations to our charities. You will not be transferred to another subscription model. You will have the opportunity to increase your subscription model if you wish by contacting the team at [email protected].

• 5.5 One-off products

Other products, such as packages introduced to the Gratitude platform are purchased on a one-off basis in addition to a Subscription plan. Once purchased, you will have unlimited access to that product for so long as you have a valid Subscription to the relevant plan that the product relates to.

When you purchase a one-off product, whether you use one, you are nevertheless liable to pay us the Fees in full for that product.

All one-off products are non-refundable, including in situations where you cancel your Subscription to the relevant plan that the product relates to. You can find more information about refunds in clause 5.7.

• 5.6 Promotions

Paragraphs 5.3-5.5 are subject to any promotional offers we may make from time to time. For example, we may choose to offer discounted Fees for our Subscription plans during a limited promotional period. If we do that, we will start charging you Fees at the standard non-promotional advertised price after the promotional period ends.

We may from time to time introduce incentives and prizes from third parties. Gratitude will not be liable for prizes given away by third parties unless stated they are supplied by Gratitude.

Incentives and promo codes to events, tournaments and discounts will be subject to Gratitude subscriptions and rules will be provided for each individual promotion.

• 5.7 Refunds

All payments you make are non-cancellable and non-refundable, subject only to the provisions of this clause 5.7 and clause 5.5.

(a) Subscriptions

When you first sign up to the Platform by purchasing a Subscription, you can cancel your purchase and ask for a refund by telling us in writing of your wish to cancel within 2 working days of purchasing your Subscription (“Cooling-off Period”). 

We will assess your refund request and we will only process a refund if we are satisfied that you qualify during the Cooling-off Period.

Subscriptions are non-refundable after the Cooling-off Period.

(b) One-off products

All one-off products are non-refundable, including where you cancel your Subscription to the relevant plan that the product relates to.

No refund will be issued in credit applied to your account for use in future purchases.

(c) We may refund Fees at our sole discretion

We may decide to refund you Fees you have paid for the Services if we at our sole discretion consider that we do not have the technical infrastructure to provide the Services to you at the time of your purchase.

• 5.8 Incorrect bills

If you believe that we have billed you incorrectly you must contact us no later than 7 days after the date of the subscription in which the error or problem appeared. Inquiries should be directed to our customer support department using at [email protected].

6. Term and termination

• 6.1 Term of agreement

Subject to earlier termination as provided below, our agreement under these Terms is for the subscription term specified in the plan you signed up for. Upon expiry of the initial Subscription term or an applicable Renewal Period, this agreement will be renewed automatically in accordance with clause 7.4 above until terminated in accordance with this clause 8.

• 6.2 Termination rights

In addition to any other remedy, either party may also terminate our agreement under these Terms upon thirty (30) days’ written notice, such notice to expire no earlier than the end of the Initial Service Term or applicable Renewal Period as set out in clause 7.4.

We may terminate our agreement with you with immediate effect for a material breach of these Terms or for any other reason, at our own discretion. You will pay in full for the Subscription that you contracted for.

We will continue storing your documents and data for a reasonable amount of time following cancellation of your Subscription so that you can continue where you left off once you choose to re-subscribe, but we do not guarantee that we will store this data forever and will not be held responsible or assume any liability for its deletion. As such, we recommend you download your data before your decision to cancel your Subscriptions so you have your own copy of that information should you need them outside of being a Gratitude subscriber.

Some of the terms in our agreement will continue to be enforceable, even after termination including, without limitation, the right to be paid, confidentiality obligations, warranty disclaimers, and limitations of liability.

• 6.3 Effect of termination

If you cancel your Subscription under clause 6.2 or if either party terminates this agreement under these Terms, you will be unable to access documentation that you have created. In that case, this agreement will terminate on the last day of your active subscription. You can re-subscribe at any time and, if you do so, a new agreement will come into effect between us based on our terms of service in effect at that time.

Unless you request deletion of personal data under clause 2.15, your documents and data will be stored by us for a reasonable amount of time following cancellation of your Subscription so that you can continue where you left off once you choose to re-subscribe, but we do not guarantee that we will store this data forever and will not be held responsible or assume any liability for its deletion. As such, we recommend you download your data before your decision to cancel your Subscriptions so you have your own copy of that information should you need them outside of being a Gratitude subscriber.

7. Representations & warranties

• 7.1 Authority

By entering into an agreement under these Terms on behalf of a company or other legal entity, you represent that you have the appropriate authority to bind such entity and its affiliates to these Terms. In which case the terms “you”, “your” and “user” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with the Terms, you must not accept any agreement under these Terms and may not use the Platform or our Services.

• 7.2 Appropriate use

You confirm that:

• you are over 18 years of age;
• are only using the Platform for your own personal use or as a person with appropriate authority on behalf of a company or other legal entity;
• that you comply with all applicable laws, rules, regulations and court orders; and
• that you adhere to all our published policies then in effect.

Should you not be able to confirm the above you must stop using the Platform and our Services immediately.

• 7.3 Restrictions

You warrant that you will not, directly or indirectly: 

• reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); 
• modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by us or authorised within the Services); 
• use the Services or any Software for time-sharing or service bureau purposes or otherwise for the benefit of a third party;
• introduce or permit the introduction of any virus into our IT systems; 
• access all or any part of our Platform or Services in order to build a product or service which competes with us; or
• remove any proprietary notices or labels.
• 7.4 Our license to you to allow you to use our materials

With respect to any contracts, documentation, forms, or any other material obtained through, exported, or created for you by the Gratitudes Site or Service (the “Materials”), we hereby grant you a non-exclusive, non-transferable, non-sublicensable licence to use such Materials only in connection with our Services.

• 7.5 Our indemnity to you

We will indemnify you and hold you harmless against any claims by third parties resulting from any alleged infringement by the Service of any UK patent or misappropriation of any trade secret, provided we are promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and/or settlement; We will not be responsible for any settlement we do not approve in writing.

The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by us, (ii) made in whole or in part in accordance with your specifications, (iii) that are modified after delivery by us, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where we continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service is not strictly in accordance with these Terms.

If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by us to be infringing, we may, at our option and expense (a) replace or modify the Service to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for you a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate our agreement under these Terms and your rights hereunder and provide you a refund of any prepaid, unused fees for the Service.

• 7.6 Your indemnity to us

You hereby agree to indemnify and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action howsoever arising as a result of an alleged violation of these Terms or otherwise from a User’s use of the Materials or Services.

You further agree to indemnify and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action howsoever arising as a result of your failure to observe your obligations under the Data Protection Legislation (including but not limited to, providing any required notices to and obtaining any required consents from data subjects) or arising as a result of us complying with any documented instructions you give us.

8. Disclaimers & limitation of liability

• 8.1 Limitation of liability

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our team and for fraud or fraudulent misrepresentation.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE AND OUR OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY: 

(A) FOR USE OF THE PLATFORM, SERVICES OR FOR ERROR OR INTERRUPTION OF USE OF THE PLATFORM OR SERVICES;

(B) FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; 

(C) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; 

(D) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR 

(E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO US FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

• 8.2 Allocation of risk

These Terms fairly allocate the risks between us, on the one hand, and you on the other. You acknowledge and agree that the pricing of our Services reflects this allocation of risk and the limitation of liability specified herein and that we would not enter into this agreement without such allocation and limitation.

• 8.3 Cannot guarantee uninterrupted service

Whilst we do not guarantee that our Platform or any Services available through it will always be available or be uninterrupted or error free, we will use reasonable efforts consistent with prevailing industry standards to maintain the Platform in a manner which minimises errors and interruptions in the Platform and our Services. We will perform Platform updates in a professional and workmanlike manner. The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance or because of other causes beyond our reasonable control, but we will use reasonable efforts to communicate this via social media channels or on our Site, and we will aim to provide (where possible) an estimated time by which the Platform and Site will resume their normal service.

• 8.4 Disclaimer of warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. OUR SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. WE SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT YOUR PROPOSED USE OF OUR PLATFORM OR SERVICES COMPLIES WITH APPLICABLE LAWS AND REGULATIONS IN YOUR JURISDICTION(S).  YOU ACKNOWLEDGE AND AGREE, THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PROVIDED BY US WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

• 8.5 No claims against individuals

You agree to bring any claim (including negligence) in connection with any of the Services only against us, and not against any individual, however described.

9. Insurance

• We have a technology professional indemnity insurance in place to cover claims in connection with the Platform and/or related Services, as well as services performed in relation to our products.

10. Complaints

• If you are reading this section you are probably unhappy. So, first things first, we are sorry. 

We want all of our users to have a fantastic experience when using Gratitude, so when we hear that we have not provided a service to that standard, we want to ensure we make things right.

We hope that most matters can be resolved either through email or video-chat conversations with one of the members of our team. 

However, we appreciate that some matters sometimes require further escalation. That is what this section is for.

Should you find that you need to make a complaint, we can assure you that it will be addressed swiftly, fairly and efficiently, so that we can find a resolution as quickly as possible.

If you have a complaint, we ask that you do the following:

• Write an email addressed to [email protected]
• Enter the subject line: “I have a complaint” and add your name (or the account that complaint relates to on the platform)
• In the body of the email, please describe as much as possible the nature of the complaint, including when the issue happened and who you had been dealing with in our team

After you send your complaint email, you will receive an acknowledgement email from us within 24-48 hours . 

A senior member of our organisation will review the complaint and contact you to organise a call with you, or write back to you to discuss the matter in greater detail with you, within 3 working days from the acknowledgement email. This initial response may offer a resolution or may begin a dialogue in an attempt to reach the best possible outcome.

A final resolution or decision on the matter of your complaint will be communicated to you within 7 working days of the acknowledgement email.

11. Miscellaneous

• These Terms and our Privacy Policy and Cookie Policy constitute the entire agreement with respect to access to and use of the Platform and related Services. Our obligations, if any, with regard to our Platform and Services are governed solely by the agreements pursuant to which they are provided and nothing on our Site, Platform or through discussions with our team using our live chat should be construed to alter such agreements, unless we explicitly state we are acting or allowing you to act contrary to these Terms.

You agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to us obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity. The failure by us to enforce any provision in these Terms will not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

If any reference in these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. 

Our agreement under these Terms is not assignable, transferable or sublicensable by you except with our prior written consent. We may transfer and assign any of our rights and obligations under these Terms without consent. Our agreement under these Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. 

No agency, partnership, joint venture, or employment is created as a result of our agreement under these Terms and you do not have any authority of any kind to bind us in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and legal fees.

All notices under these Terms will be deemed to have been duly given when received, or if transmitted by email, the day after it is sent.

Our agreement under these Terms will be governed by the laws of England and Wales and we both agree to the exclusive jurisdiction of the courts of England and Wales.