NEIGHBOURLY LICENCE TERMS (“LICENCE TERMS”)
These Licence Terms apply to the Agreement between Neighbourly Limited (company number 08293976) of Engine
Shed, Station Approach, Bristol, BS1 6QH ("Neighbourly") and the organisation specified in the Order Form or which
otherwise registers for a Licence via the Website (the “Company”) and sets out the terms on which Neighbourly
provides the Licence to the Company.
The use of the Licence, and receipt of Services, may also be subject to additional terms and is subject to the terms of
website use (including acceptable use policy) and the privacy policy which are available on the Website (the “Website
Terms”).
The person accepting these Licence Terms, either by clicking a box indicating acceptance, signing this document, or
submitting an Order Form for a Licence, on behalf of the Company (the “Company User”) represents that they have
authority to bind the Company to these Licence Terms. If the Company User does not have such authority, or if any of
the Licence Terms are unacceptable, you should not register an account.
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in these Licence Terms.
Agreement: means the legal agreement between Neighbourly and the Company, incorporating (as applicable) these
Licence Terms, the Order Form, Website Terms, and any other applicable documents incorporated by reference, which
may include but is not necessarily limited to the Product Surplus Terms for Product Surplus Services and/or
Neighbourly Foundation Terms for donations to the Neighbourly Foundation.
Authorised Users: those employees, agents and independent contractors of the Company/its Group members who are
authorised by the Company/its Group member to access the Member Area.
Business Day: any day which is not a Saturday, Sunday or public holiday in England.
Confidential Information: information that is proprietary or confidential to either party, concerning the existence and
content of this Agreement, their respective businesses, and which is either clearly labelled as such or by its nature
should reasonably be considered confidential, or identified as Confidential Information in clause 9.3.
Data Protection Legislation: all applicable laws and regulations relating to the processing of personal data in any
relevant jurisdiction, including, if relevant, the General Data Protection Regulation (as transposed into UK law pursuant
to the European Union (Withdrawal) Act 2018, the Data Protection Act 2018, and the Privacy and Electronic
Communication Regulations 2003, any amendment, consolidation or re-enactment thereof, and any legislation of
equivalent purpose or effect enacted in the United Kingdom.
Effective Date: the date on which the Licence begins, being the date the Company registers for a licence via the
Website or submits an Order Form (unless otherwise detailed on the Order Form).
Good Cause: a charity or community project located in the UK or the Channel Islands or the Republic of Ireland.
Group means in relation to a party, the party, any holding company of it and any subsidiary of the party or its holding
company, where “holding company” and “subsidiary” shall have the meaning given them in Section 1159 of the
Companies Act 2006 as may be amended from time to time.
Initial Licence Term: means a period of 12 months, or such other period as is detailed in the Order Form or otherwise
agreed between the parties in writing.
Lead: means an individual appointed by the Company as the Company’s lead contact in relation to the Licence, who
will have authority to bind the Company.
Licence: the licence(s) purchased by the Company pursuant to an Order Form which entitle the Company and its
Authorised Users to access and use the Member Area and applicable Services in accordance with these Licence Terms.
Licence Term: has the meaning given in clause 11.1.
Member Area: the private area of the Website accessible by Authorised Users to administer the Company’s use of the
Licence and access the Services.
Neighbourly Foundation: a charitable company limited by guarantee (company registration number 12541286, charity
registration number 1189514).
Neighbourly Foundation Terms: the supplemental terms and conditions applicable to donation management services,
as set out below or otherwise provided to the Company by Neighbourly if applicable.
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Order Form: means a digital order form submitted by the Company via the Website, specifying the scope of the
Licence, the Services to be provided, payments to be made for those Services and other commercial terms.
Renewal Period: the period described in clause 11.1.
Services: any services provided by Neighbourly to the Company pursuant to its Licence (which may include access to
Good Causes and/or the Product Surplus Services), as detailed in an Order Form and/or on the Website.
Product Surplus Services: an online service enabling food businesses and non-food businesses to redistribute surplus
products to Good Causes.
Product Surplus Terms: the supplemental terms and conditions applicable to any Product Surplus Services, as set out
below or otherwise provided to the Company by Neighbourly if applicable.
Website: Neighbourly’s website, as updated from time to time, and currently accessible via www.neighbourly.com.
1.2 Clause headings shall not affect the interpretation of these Licence Terms.
1.3 Words in the singular shall include the plural and vice versa.
1.4 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking
account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in
force made under it.
1.5 A reference to “written” or “in writing” includes any means for reproducing words in non-transitory form.
1.6 Any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall
be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description
preceding those words.
2. LICENCE
2.1 Subject to the Company purchasing the Licence(s) as set out in an Order Form, and these Licence Terms,
Neighbourly hereby grants to the Company a non-exclusive, non-transferable right to permit the Authorised Users to
access the Member Area of the Website during the Licence Term. Licences are granted on a per Company brand basis.
2.2 In relation to the Authorised Users, the Company undertakes that:
(a) if specified on the Order Form, the maximum number of Authorised Users that it authorises to access and use
the Services shall not exceed the Licence purchased by the Company from time to time;
(b) it will oblige each Authorised User to keep all password and login details for the Member Area confidential;
(c) it will oblige each Authorised User to accept and abide by the Website Terms.
2.3 The Company shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the
Services and, in the event of any such unauthorised access or use, promptly notify Neighbourly.
2.4 Where the Company is contracting on behalf of a member of its Group, the Company shall be liable for the
activities of such Group members and shall ensure that its Group members and all Authorised Users comply with these
Licence Terms and the Website Terms.
2.5 To the extent set out in an Order Form, Neighbourly shall provide the Services to the Company subject to
these Licence Terms and (if applicable) the Product Surplus Terms and the Neighbourly Foundation Terms.
2.6 The Company shall:
(a) only use the Licence and Services for its own internal business purposes and shall not allow any third party to
use the Licence or any of the Services; and
(b) not reverse engineer and/or use any of Neighbourly’s intellectual property rights to reproduce, duplicate,
copy, resell or otherwise exploit the Website, Member Area, Services or any part of them.
3. SERVICES
3.1 Neighbourly shall provide the Services via the Website to the Company in accordance with the Agreement.
3.2 Neighbourly shall use reasonable endeavours to make the Services available without material interruption,
except for:
(a) any planned or unplanned maintenance carried out between 6.00 pm to 8.00 am UK time;
(b) emergency maintenance performed at any time.
3.3 The Services shall be performed:
(a) in accordance with any descriptions and/or specifications in the Order Form;
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(b) in accordance with applicable laws and regulations; and
(c) with reasonable skill and care.
3.4 If the Services do not conform with clause 3.3, Neighbourly will, at its expense, use reasonable endeavours to
correct any such non-conformance promptly. Such correction constitutes the Company’s sole and exclusive remedy for
any breach of clause 3.3.
3.5 Notwithstanding the foregoing, Neighbourly:
(a) does not warrant that the Company's use of the Services will be uninterrupted or error-free, or that the
Services, or the information obtained by the Company through the Services will meet any particular requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of
data over communications networks and facilities, including the internet, and the Company acknowledges that the
Services may be subject to limitations, delays and other problems inherent in the use of the internet.
3.6 Clause 3.3 shall not apply to the extent of any non-conformance which is caused by use of the Services
contrary to Neighbourly's instructions.
3.7 Neighbourly reserves the right at any time to modify the Services (or any part of them) for the purposes of
improvement or to ensure compliance with laws and regulations.
3.8 Where the Company is in receipt of Product Surplus Services, the Company agrees to comply with the
Product Surplus Terms, which shall be incorporated into the Agreement by reference.
3.9 Where the Company is donating funds via the Neighbourly Foundation, the Company agrees to comply with
the Neighbourly Foundation Terms, which shall be incorporated into the Agreement by reference.
4. COMPANY OBLIGATIONS AND ACKNOWLEDGMENTS
4.1 The Company shall:
(a) provide Neighbourly with:
(i) all necessary co-operation in relation to the Services; and
(ii) all necessary access to such information as may be required by Neighbourly;
in each case in order for Neighbourly to provide access to the Website, Member Area and the Services;
(b) comply with all applicable laws and regulations with respect to its activities under these Licence Terms,
including using the Service in compliance with all relevant CAP Advertising Codes in force from time to time; and
(c) carry out all other Company responsibilities set out in the Agreement, and any guidelines, instructions or
specifications reasonably stipulated by Neighbourly, in a timely and efficient manner.
4.2 In the event of any delay or non-performance of the Company's obligations hereunder, Neighbourly shall not
be liable for any consequent delay to the Services and may adjust any agreed timetable or delivery schedule as
reasonably necessary.
4.3 Neighbourly performs reasonable vetting in relation to the Good Causes as part of their membership with
Neighbourly. However, Neighbourly cannot guarantee the performance, continued status compliance of Good Causes
and the Company acknowledges and agrees that Neighbourly shall have no liability in relation to the same.
4.4 To the extent that the Company makes any donation or contribution via the Services, including the funding of
Good Causes, it acknowledges and agrees that:
(a) Neighbourly will use reasonable endeavours to ensure that any donation or contribution is used for the
purpose contemplated by the Company, but Neighbourly does not warrant or guarantee that any donation or
contribution will be used for any particular purpose and the use (or not) of the same is fully at the discretion of the
Good Cause or other charitable organisation;
(b) to the extent applicable, it shall comply with the Charities Act 1992 and any related laws and regulations
(including, to the extent applicable, the Charitable Institutions (Fund-Raising) Regulations 1994 and Charities
(Protection and Social Investment) Act 2016); and
(c) donations or contributions shall not constitute a taxable supply for the purposes of value added tax or any
similar or analogous sales tax.
5. DATA
5.1 In this clause, ‘controller’, ‘data subject’, ‘personal data’, ‘processor’ and ‘process/processing’ shall have the
meanings given in the Data Protection Legislation.
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5.2 Neighbourly shall, in providing the Website and any Services, store data in the UK and/or European Union
(unless otherwise stated) and shall comply with its privacy policy available at www.neighbourly.com. The parties
acknowledge and agree that Neighbourly acts as a controller of personal data received and processed via the Services
for the purposes of the Data Protection Legislation. Accordingly, it is not expected that any processing of personal data
shall be conducted by Neighbourly on behalf of the Company in the capacity of a processor. Each party shall comply
with its respective obligations under the Data Protection Legislation in connection with the performance of this
agreement.
5.3 If Neighbourly receives any personal data for use in connection with the performance of the Services in its
capacity as a controller, including personal data relating to any actual or potential members of the Member Area and
any contact details used by Neighbourly for account management, support and administrative purposes, the following
provisions shall apply:
(a) the Company acknowledges that if its employees or contractors use the Licence, or are involved in any of the
Services, they may engage with Neighbourly and Neighbourly may receive those individuals' personal data and process
those individuals' personal data in accordance with the Neighbourly privacy policy available at www.Neighbourly.com;
(b) if the Company is required to provide to Neighbourly any personal data of its employees or contractors, the
Company shall ensure that it is entitled to transfer the relevant personal data to Neighbourly so that Neighbourly may
lawfully use, process and transfer the personal data in accordance with its privacy policy, and shall ensure that all
appropriate notices have been given and, if applicable, all necessary consents have been obtained; and
(c) each party shall take appropriate technical and organisational measures against unauthorised or unlawful
processing of the personal data or its accidental loss, destruction or damage.
6. THIRD PARTY PROVIDERS
The Company acknowledges that the Licence may enable or assist it to access the website content of, correspond with,
purchase products and services from, or otherwise engage with third parties and that it does so solely at its own risk.
Neighbourly makes no representation, warranty or other commitment and shall have no liability or obligation
whatsoever in relation to the content or use of, correspondence or other engagement with any such third party, or any
transactions completed, and any contract entered into by the Company, with any such third party. Any contract
entered into and any transaction completed with any third party website is between the Company and the relevant
third party, and not Neighbourly. Neighbourly recommends that the Company refers to the third party’s website terms
and conditions and privacy policy prior to using any relevant third party website. Neighbourly does not endorse or
approve any third party website nor the content of any of the third-party website made available via the Services.
7. CHARGES AND PAYMENT
7.1 The Company shall pay any fees, charges and expenses applicable to the Licence and Services (as set out in an
Order Form) (“Licence Fees”) in accordance with this clause 7.
7.2 Neighbourly shall invoice the Company on the Effective Date and annually thereafter for the Licence Fees
payable during the Licence Term and the Company shall pay each invoice within 30 days of the date of such invoice. If
the Company’s purchasing system requires purchase order information to be specified on an invoice, the Company
shall promptly provide valid, approved purchase order information to Neighbourly.
7.3 If Neighbourly has not received payment within 14 days after the due date, and without prejudice to any
other rights and remedies of Neighbourly:
(a) it may, without liability to the Company, disable the Company’s and/or Authorised Users' passwords, accounts
and access to the Licence and Neighbourly shall be under no obligation to provide any or all of the Services while the
invoice(s) concerned remain unpaid; and
(b) interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending
rate of Barclays Bank plc at the date the relevant invoice was issued, commencing on the due date and continuing until
fully paid, whether before or after judgement.
7.4 All amounts and fees stated or referred to in these Licence Terms are:
(a) payable in pounds sterling;
(b) non-cancellable and non-refundable;
(c) exclusive of value added tax, which shall be added to Neighbourly's invoice(s) at the appropriate rate where
applicable and payable together with the Licence Fees.
7.5 Neighbourly shall be entitled to increase the Licence Fees and any other fees payable in connection with the
Licence and/or Services no more than once per annum, in each case by an amount equivalent to the annual increase in
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the Retail Price Index or 3% (whichever is higher). Neighbourly shall notify the Company of the amended Licence Fees
(or other fees) amount in advance.
8. PROPRIETARY RIGHTS
The Company acknowledges and agrees that, as between the parties, Neighbourly and/or its licensors own all
intellectual property rights in the Website, Member Area and any Services. Except for the Licence as expressly stated
herein, the Agreement does not grant the Company any rights to, or in, any such intellectual property rights.
9. CONFIDENTIALITY
9.1 Each party may be given access to Confidential Information from the other party in order to perform its
obligations under these Licence Terms or any Licence Terms. A party's Confidential Information shall not be deemed to
include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written
evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or
administrative body.
9.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make
the other's Confidential Information available to any third party, or use the other's Confidential Information for any
purpose other than performance of these Licence Terms.
9.3 The Company acknowledges that details of the Services (including Good Cause relationships) and Licence Fees
constitute Neighbourly's Confidential Information.
9.4 This clause 9 shall survive termination of the Agreement, however arising.
10. LIMITATION OF LIABILITY
10.1 This clause 10 sets out the entire financial liability of Neighbourly (including any liability for the acts or
omissions of its employees, agents and sub-contractors) to the Company:
(a) arising under or in connection with the Agreement;
(b) in respect of any use made by the Company of the Website, Licence, Member Area, Services or any part of
them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or
in connection with the Agreement, including these Licence Terms.
10.2 Except as expressly and specifically provided in these Licence Terms:
(a) the Company assumes sole responsibility for the outputs and results obtained from the use of the Website by
the Company. Neighbourly shall have no liability for any damage caused by errors or omissions in any information on
the Website; and
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or
common law are, to the fullest extent permitted by applicable law, excluded.
10.3 Nothing in these Licence Terms excludes the liability of Neighbourly:
(a) for death or personal injury caused by Neighbourly's negligence;
(b) for fraud or fraudulent misrepresentation; or
(c) any other liability that cannot lawfully be excluded or limited.
10.4 Subject to clause 10.3:
(a) Neighbourly shall not be liable whether in tort (including for negligence or breach of statutory duty), contract,
misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of revenue, depletion of
goodwill or similar losses or loss or corruption of data or information, or pure economic loss, or for any special,
indirect or consequential loss, costs, damages, charges or expenses however arising; and
(b) Neighbourly's total aggregate liability in contract, tort (including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise, arising in connection with this Agreement, including the matters in clause
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10.1, shall be limited to an amount equal to the total Licence Fees paid to Neighbourly during the 12 months
immediately preceding the date on which the applicable claim(s) arose.
10.5 This clause 10 shall survive termination of the Agreement, however arising.
11. TERM AND TERMINATION
11.1 The Licence and all associated Services shall commence on the Effective Date and, unless terminated as
provided in this clause 11, shall continue for the Initial Licence Term and, thereafter, the Licence shall be automatically
renewed for successive periods of 12 months (each a Renewal Period), unless either party notifies the other party of
termination, in writing, at least 30 days before the end of the Initial Licence Term or any Renewal Period, in which case
the Licence and any Services shall terminate upon the expiry of the applicable Initial Licence Term or Renewal Period.
The Initial Licence Term together with any subsequent Renewal Periods shall constitute the Licence Term.
11.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may
terminate the Agreement on giving written notice to the other party if:
(a) the other party commits a material breach of any of the terms of the Agreement and (if such a breach is
remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which
entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the
other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of
the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a
qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
(d) a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which
entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any
other person takes possession of or sells the other party's assets; or
(e) the other party makes any arrangement or composition with its creditors, or makes an application to a court
of competent jurisdiction for the protection of its creditors in any way; or
(f) the other party ceases, or threatens to cease, to trade; or
(g) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
11.3 On termination of the Agreement for any reason:
(a) the Licence and the performance of all Services shall immediately terminate;
(b) the Customer shall immediately cease all access to and use of the Member Area;
(c) each party shall return and make no further use of any equipment, property, documentation and other items
(and all copies of them) belonging to the other party;
(d) the Customer acknowledges and accepts that their page on the Website will be hidden from public view but
information regarding the Customer’s activity and interaction with the Website may remain visible and available;
(e) any terms of the Agreement which expressly or impliedly survive termination shall continue in full force and
effect; and
(f) the accrued rights of the parties as at termination, or the continuation after termination of any provision
expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
12. FORCE MAJEURE
Neither party shall be liable to the other under these Licence Terms if it is prevented from or delayed in performing its
obligations under the Agreement (save for any obligation to make payment of sums due hereunder), by acts, events,
omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other
industrial disputes (whether involving the workforce of Neighbourly or any other party), failure of a utility service or
transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with
any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood,
storm or default of Neighbourly's sub-contractors.
13. WAIVER
13.1 A waiver of any right under these Licence Terms is only effective if it is in writing and it applies only to the
party to whom the waiver is addressed and to the circumstances for which it is given.
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13.2 Unless specifically provided otherwise, rights arising under these Licence Terms are cumulative and do not
exclude rights provided by law.
14. SEVERANCE
14.1 If any provision (or part of a provision) of these Licence Terms is found by any court or administrative body of
competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
14.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were
deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of
the parties.
15. ENTIRE AGREEMENT
15.1 These Licence Terms, and any documents referred to in it (including any applicable terms incorporated by
reference), constitute the whole agreement between the parties and supersede any previous arrangement,
understanding or agreement between them relating to the subject matter they cover.
15.2 Each of the parties acknowledges and agrees that in entering into these Licence Terms it does not rely on any
undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of
any person relating to the subject matter of these Licence Terms, other than as expressly set out in these Licence
Terms.
16. ASSIGNMENT
16.1 The Company shall not, without the prior written consent of Neighbourly, assign, transfer, charge,
sub-contract or deal in any other manner with all or any of its rights or obligations under these Licence Terms.
16.2 Neighbourly may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any
of its rights or obligations under these Licence Terms.
17. NO PARTNERSHIP OR AGENCY
Nothing in these Licence Terms is intended to or shall operate to create a partnership between the parties, or
authorise either party to act as agent for the other, and neither party shall have the authority to act in the name of or
on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation
or warranty, the assumption of any obligation or liability and the exercise of any right or power).
18. THIRD PARTY RIGHTS
These Licence Terms do not confer any rights on any person or party (other than the parties to this agreement and,
where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
19. NOTICES
19.1 Any notice required to be given under these Licence Terms shall be in writing and shall be delivered by hand
or sent by pre-paid first-class post or recorded delivery post to the other party at its registered office or main trading
address, or such other address as may have been notified by that party for such purposes, or sent by email to a
designated email address for that party.
19.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in
business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid
first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have
been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time
of transmission (as shown on the delivery receipt).
20. GOVERNING LAW AND JURISDICTION
20.1 The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or
formation (including non-contractual disputes or claims) are governed by, and construed in accordance with the laws
of England and Wales.
20.2 The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any
dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including
non-contractual disputes or claims).
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The following terms apply when the Neighbourly services include surplus product distribution:
NEIGHBOURLY PRODUCT SURPLUS TERMS AND CONDITIONS (“PRODUCT SURPLUS TERMS”)
These Product Surplus Terms are supplementary to and subject to the Licence Terms, which also apply to the provision
of Neighbourly Product Surplus. Definitions used in the Licence Terms shall also apply in these Product Surplus Terms,
unless otherwise specified or the context requires otherwise. In the event of any conflict between these Product
Surplus Terms and the Licence Terms, these Product Surplus Terms shall take precedence in respect of Neighbourly
Product Surplus only.
1. INTERPRETATION
1.1 In addition to the definitions and rules of interpretation in the Licence Terms, the following definitions apply
in these Product Surplus Terms:
Community Donee: either a registered charitable organisation or a community group, that has registered with
Neighbourly and has a genuine need for surplus food and non-food products and, in the case of food, is appropriately
licensed/holds all licences and approvals (as necessary) as a food service establishment having regard to the service it
provides. A Community Donee will be required to upload its level 2 food Hygiene Certificate as part of its registration
onto Neighbourly.
Effective Date: the date on which the Licence begins, as detailed in an Order Form.
Licence Terms: the terms entered into by Neighbourly and the Company, applicable to the Licence and the use of the
Member Area (each as defined in the Licence Terms).
Neighbourly Product Surplus: an online service provided via the Website, enabling the Company to redistribute its
Products to Community Donees.
Products: means, as applicable, (i) the Company’s surplus food which it no longer deems fit or appropriate for sale but
which is within its use by date and otherwise fit for redistribution; and/or (ii) the Company’s surplus non-food products
which could be used, and excluding any Prohibited Donations.
Prohibited Donations: means the products which cannot be donated, details of which are set out on the prohibited
donations list supplied by Neighbourly from time to time and updated in its absolute discretion.
2. NEIGHBOURLY PRODUCT SURPLUS
2.1 Neighbourly shall provide Neighbourly Product Surplus to the Company via the Member Area of the Website
in accordance with the Order Form and subject to these Product Surplus Terms and the Licence Terms.
3. REDISTRIBUTION OF PRODUCTS
3.1 The Company shall upload to the Website details of any Products it wishes to donate to a Community Donee
via Neighbourly Product Surplus.
3.2 Neighbourly agrees that only Community Donees that have registered with Neighbourly will receive
notification about the availability of Products.
3.3 The Company is under no obligation to donate Products to the Community Donee and any such donations
from the Company to the Community Donee are made on a voluntary basis.
3.4 The Company shall keep a record of all Products provided to each Community Donee for traceability
purposes, including by uploading such information to the Website.
3.5 The Company shall be solely responsible for appropriate food information, ingredient, and allergen labelling
(including the completeness and accuracy of the same in accordance with applicable laws and regulations) and shall
promptly notify Neighbourly of any product recall applicable to the Products.
3.6 The Company acknowledges and agrees that Neighbourly acts as an intermediary only and is not responsible
for the acts or omissions of Community Donees interacting with the Company via the Website. Community Donees are
required to accept Neighbourly’s Website Terms, which include obligations in relation to the proper collection,
handling and use of Products. Neighbourly shall take reasonable steps to enforce the same where it is notified of any
non-compliance but shall have no other responsibility or liability whatsoever with respect to the provision, application
or use of Neighbourly Product Surplus, the Website and/or the provision, delivery or use of Products.
All Products once collected by the Community Donee shall be the sole property and responsibility of the Community
Donee. The Website Terms include an acknowledgement from the Community Donee that it shall bear all the risk in
relation to the Products once collection has taken place, including liability of any subsequent risk of injury, allergic
reactions or foreign body hazards associated with the Products to the extent caused by an act or omission of the
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Community Donee.
3.7 Both the Company and Community Donees are responsible for all Products in their possession or control and,
in particular, are responsible for compliance with their respective obligations pursuant to any and all applicable laws
and regulations and for ensuring that such Products are safe, fit for use or human consumption. Without limiting the
generality of the foregoing, both the Company and Community Donee are required to accept full responsibility for
compliance with food information requirements in accordance with EU Regulation 1169/2011 and The Food
Information Regulations 2014 (as amended by The Food Information (Amendment) (England) Regulations 2019), as
well as EU Regulation 852/2004 on the hygiene of foodstuffs and any other relevant UK or EU member state legislation
implementing, amending, replacing or supplementing the foregoing regulations.
3.8 The Company acknowledges and accepts that VAT may be payable on Products donated pursuant to these
Licence Terms and the Company shall be solely responsible for obtaining appropriate tax advice and for meeting its
obligations in respect of tax.
4. CHARGES AND PAYMENT
The Company shall pay any fees, charges and expenses applicable to Neighbourly Product Surplus (as set out in an
Order Form) in accordance with clause 7 of the Licence Terms.
5. TERM AND TERMINATION
5.1 Neighbourly Product Surplus shall commence on the Effective Date and, unless terminated as provided in this
clause 6, shall continue for the duration of the Licence, unless a shorter period is set out in the Order Form, in which
case Neighbourly Product Surplus shall continue in accordance with the Order Form.
5.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may
terminate Neighbourly Product Surplus and these Product Surplus Terms in accordance with clause 11.2 of the Licence
Terms.
5.3 These Product Surplus Terms and the provision of Neighbourly Product Surplus shall terminate immediately if
the Licence terminates or expires for any reason.
6. INCORPORATION OF TERMS
The provisions of the Licence Terms shall apply equally to these Product Surplus Terms as though they were set out
herein, with any references to “Licence Terms” amended to “Product Surplus Terms” as appropriate.
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The following terms apply when donations are made via the Neighbourly Foundation:
NEIGHBOURLY FOUNDATION DONOR TERMS AND CONDITIONS
Neighbourly Foundation is a charitable company limited by guarantee (company registration number 12541286,
charity registration number 1189514). References to “we”, “us” or “our” in these Terms and Conditions refer to
Neighbourly Foundation.
We run the Neighbourly Community Fund, with the support and assistance of Neighbourly Limited (company
registration number 08293976) (www.neighbourly.com). Your donation to our Neighbourly Community Fund is
governed by these Terms and Conditions.
Your donation to us constitutes acceptance of these Terms and Conditions. If you do not accept these Terms and
Conditions, please do not make a donation and please contact us.
1. Definitions
1.1 The definitions set out below shall apply to these Terms and Conditions:
1.1.1 Annual Report means a report that we provide to you summarising the impact of the Donation(s) you have
made in the one-year period leading up to the Annual Report.
1.1.2 Customer Donations means donations made by your customers.
1.1.1 Data Protection Legislation means all applicable laws and regulations relating to the processing of personal
data in any relevant jurisdiction, including, if relevant, the General Data Protection Regulation (as transposed into UK
law pursuant to the European Union (Withdrawal) Act 2018, the Data Protection Act 2018, and the Privacy and
Electronic Communication Regulations 2003, any amendment, consolidation or re-enactment thereof, and any
legislation of equivalent purpose or effect enacted in the United Kingdom.
1.1.2 Donation means any sum of money paid by you to us to be distributed to organisations within the
Neighbourly Network or for any other purpose agreed by us in writing.
1.1.3 Employee Donations means donations made by your employees.
1.1.4 Neighbourly Network means the network of Good Causes that are registered with the Neighbourly
Foundation and/or Neighbourly Limited across the UK and Ireland, including (but not limited to) foodbanks, homeless
shelters, care homes, after school clubs, youth groups and health and wellbeing charities.
1.1.3 Recipient means a Good Cause registered as part of the Neighbourly Network.
1.1.4 Restricted Donation means a Donation which you have instructed us to apply in a particular manner (for
example, to a particular Recipient, or to a Recipient whose purpose is to address a particular charitable need).
1.1.5 Unrestricted Donation means a Donation which you are happy for us to distribute to a Recipient within the
Neighbourly Network at our sole discretion without the need for any further or specific instruction or consent from
you.
1.1.6 You/Your means the company, firm or other organisation pledging a Donation to us in accordance with these
Terms and Conditions.
2. Nature of Donations
2.1 All Donations constitute an irrevocable and outright gift and you accept that you shall have no entitlement to
any Donation once it has been made.
2.2 Subject to Clause 5.6, a Donation cannot be returned to you once you have made it to us.
2.3 We will hold all Donations as restricted funds in our bank account(s) and, unless otherwise agreed with you in
writing, will distribute them to Recipients in accordance with Clause 4.
3. Making Donations
3.1 In order to make a Donation, you should notify your Neighbourly Account Director or submit the request
online, in writing and confirm whether the donation is restricted or unrestricted.
3.2 You should provide Neighbourly with a PO number, if required. Neighbourly will then send you a Donation
invoice or request. No payments will be made to any Good Causes until the Donation has been received by the
Foundation.
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4. Application of Donations
4.1 In relation to Unrestricted Donations:
4.1.1 we may apply and distribute funds amongst the Neighbourly Network (or for any other purpose agreed with
you in advance in writing) at our discretion, without seeking specific consent or instruction from you;
4.1.2 you may make such reasonable enquiries of us as you deem necessary to ensure that such donations are
being properly applied to the Neighbourly Community Fund and distributed amongst the Neighbourly Network. We
will comply with such enquiries as soon as practicable; and
4.1.3 in any event, we will endeavour to inform you of how any Unrestricted Donations have been applied each
quarter after of the Unrestricted Donation has been dispersed.
4.2 In relation to Restricted Donations:
4.2.1 we will apply and distribute funds amongst the Neighbourly Network in accordance with any written
instructions received by you and agreed by us from time to time; and
4.2.2 we will not be entitled to apply any Restricted Funds for any alternative purpose without your prior written
consent (not to be unreasonably withheld or delayed).
4.3 In the event that we consider that the proposed Recipient of a Restricted Donation will no longer be a suitable
Recipient (for example, because they are no longer part of the Neighbourly Network, or the proposed Recipient has
wound up its business or suffered some adverse event), we will notify you as soon as possible so that you can either
agree in writing to the Restricted Donation being re-classified as an Unrestricted Donation, or advise us in writing how
you would like the Restricted Donation to be dispersed.
5. Monitoring and Reporting
5.1 In relation to each Donation you make (whether Restricted or Unrestricted), we will provide you on request
with an Annual Report. The Annual Report will include a summary of the Recipient’s activity over the course of the
year, including the overall impact that your Donation has had, and will enable you to evidence that your Donation has
been properly used.
5.2 Upon your reasonable request, we will provide you with interim updates on how your Donation is being used
by the Recipient.
5.3 Unless specifically asked to do otherwise in writing, we will acknowledge the support you have provided to us
in our Social Impact report.
5.4 Unless specifically asked to do otherwise in writing, we will acknowledge the support you have provided on
the Foundation’s website and Neighbourly Limited will do likewise.
5.5 You are entitled to refer to the support you provide to us in your publications as appropriate, unless we
specifically agree with you in writing that your support will remain confidential.
5.6 We will assume that any Donations made by you have been made in good faith, and you are responsible for
ensuring that any Donations are properly authorised.
6. Records
6.1 We will maintain records in relation to any and each Donation(s) you make separately, and hold the records in
relation to any and each Donation(s) for at least four years after the date the relevant Donation is received by us.
6.2 You may request to access the records we hold in relation to your Donation(s) by giving us reasonable notice.
7. Limitation of liability
7.1 You accept that, once a Donation has been made, the Donation is gifted to and owned by us, and we
therefore owe no duty of care to you in respect of the Donation (other than to ensure the Donation is properly held
and applied by us in accordance with Clause 4).
7.2 Whilst we will use all reasonable endeavours to research and verify the organisations within the Neighbourly
Network, we are not responsible for any of the services or information offered by them or any dissatisfaction you may
have with the Recipient.
8. Notices
8.1 Any notice or other communication given in connection with any Donation or these Terms and Conditions
shall be provided by first-class post to the other party’s registered office address or by email to the email addresses the
parties have previously used to communicate with each other. Our contact details can otherwise be found on our
website.
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9. Changes to these Terms and Conditions
9.1 We reserve the right to amend these Terms and Conditions on written notice to you, but, where possible, we
will notify you in advance of any proposed changes.
9.2 Should you regard any change as unfair or unreasonable, you should let us know as soon as possible in writing
so that we can discuss any alternatives that might be available.
10. Data Protection
10.1 Each of us shall comply with our obligations under the Data Protection Legislation when carrying out
obligations under these Terms and Conditions, and shall use best endeavours not to cause the other party to breach
any of its obligations under the Data Protection Legislation, when processing any personal data received from the
other party in connection with any Donation and these Terms and Conditions.
11. Enforceability
11.1 If any part of these Terms and Conditions are not enforceable, this will not affect the enforceability of any
other part of the Terms and Conditions.
12. Governing Law and Jurisdiction
12.1 These Terms and Conditions are governed by the laws of England and Wales and all disputes arising from
these Terms and Conditions will be submitted to the exclusive jurisdiction of the courts of England and Wales.
13. Third Party Rights
13.1 A person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of these Terms and Conditions.
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