1. Commencement and TERM

 

1.1 This Agreement shall commence on the date when the Terms and Conditions of the website are accepted and shall continue:

 

1.1.1 unless terminated earlier in accordance with the terms of this Agreement or,

 

1.1.2 until either party gives to the other not less than 3 months' written notice to terminate at any time.

 

2. Community Partner Obligations

 

2.1 The Community Partner confirms that it is a registered charity, social enterprise or community interest company, in which beneficiaries of the Community Partner’s services are not charged for such services:

Volunteering Opportunities

2.2 The Community Partner shall:

 

2.2.1 Provide Proposals for Volunteering Opportunities for KCL to review and, following approval, place those Volunteering Opportunities on the Platform.

 

2.2.2 Warrant to KCL on an ongoing basis that all Proposals are true, complete, accurate, honest, and do not include anything offensive or inappropriate.

 

2.2.3 Ensure that Proposals have clear and truthful descriptions of a Volunteer’s roles and responsibilities. 

 

2.2.4 Lead a fair and inclusive recruitment process when selecting Volunteers from the pool of applicants.

 

2.2.5 Ensure that a Volunteer does not replace the work of paid staff.

 

2.2.6 Ensure that Volunteering Opportunities:

 

2.2.6.1 are based in the UK;

 

2.2.6.2 are appropriate for Volunteers to fit alongside their studies;

 

2.2.6.3 Ensure that any Volunteering Opportunities do not exceed volunteering time of more than 20 hours per week (or such other time period as may specified by KCL from time to time).

 

2.2.6.4 benefit both the Community Partner and the student. 

 

2.2.7 Comply with the Platform’s terms of use. 

 

2.2.8 The Community Partner shall, ideally, reimburse Volunteers for all out of pocket expenses (e.g. travel costs), however if the Community Partner cannot do so, this should be confirmed in the Proposal for the Volunteering Opportunity. 

 

2.2.9 Accept full responsibility for the health and safety of Volunteers and maintain, and, promptly provide to KCL if requested, a health and safety policy that complies with all Applicable Laws. 

 

2.2.10 Provide Volunteers with a thorough induction, covering all necessary aspects of health and safety relevant to the volunteer role (including but not limited to safe use of equipment, information about risks and how to minimise risks, and emergency procedures).

 

2.2.11 The Community Partner acknowledges and accepts that Volunteers may have limited availability to complete volunteering placements during exam periods and university holidays.

 

2.2.12 The Community Partner shall train, supervise, and be liable for the Volunteers at all times when they are engaged in a Volunteering Opportunity. 

 

Insurance and Risk Assessments

2.3 The Community Partner shall:

 

2.3.1 Accept responsibility for all Volunteers which the Community Partner chooses to accept for Volunteering Opportunities, ensuring it can meet any and all liabilities through its own insurance policy.

 

2.3.2 Maintain in force, for the duration of the Agreement, employer’s liability insurance, public liability insurance, and all relevant property insurance, in an amount not less than £1,000,000 for claims arising from a single event or series of related events in a single calendar year, and shall, on KCL's request, produce evidence of the insurance cover.

 

2.3.3 Carry out a risk assessment (as appropriate) to protect late workers, lone workers, and students traveling home alone following Volunteering Opportunities, and take appropriate steps to mitigate such risks identified. 

 

2.3.4 If the Volunteer will be working with children and young people, undertake DBS check on potential Volunteers, and have and follow an adequate safeguarding or child protection policy, and where applicable train all Volunteers on the policy. 

 

2.3.5 Inform KCL immediately if any safeguarding or misconduct allegation is made against a Volunteer by contacting KCL Contact.

 

2.3.6 Not do anything that could or might in the sole opinion of KCL bring KCL or the Volunteering Program into disrepute or damage the reputation of KCL or the Volunteering Program.

 

2.3.7 Where a Volunteer has access needs, adapt Volunteering Opportunities, and the roles of Volunteers, in line with the access needs of Volunteers. 

 

Policies and documentation

2.4 The Community Partner shall:

 

2.4.1 Complete the annual KCL Volunteering Survey, provided to the Community Partner Contact by KCL, helping the KCL Contact to improve the service to make continuous improvements to the Volunteering Program.

 

2.4.2 If requested by KCL, provide (at no cost to KCL) all documentation relating to the governance, charitable registration or trusteeship of the Community Partner, and all other documentation reasonably requested by KCL for the operation of the Volunteering Program. 

 

2.4.3 Undertake and, if requested promptly provide to KCL, thorough risk assessments for all in-person and virtual volunteering activities and premises.

 

2.4.4 Promptly provide, if requested by KCL, all policies and other documentation detailing the steps taken by the Community Partner to support and safeguard Volunteers.

 

2.4.5 Comply at all times with the KCL Bullying and Harassment Policy (found at Schedule 3), treat all allegations of bullying and harassment seriously and in line with the Policy. 

 

Contact points

2.5 The Community Partner shall:

 

2.5.1 Appoint a Community Partner Contact who is experienced at and responsible for the supervision and support of Volunteers.

 

2.5.2 Appoint a key point of contact for Volunteers.

 

2.5.3 Demonstrate fairness and respect towards volunteering and be transparent in its approach to equality, diversity and inclusion.

 

2.5.4 If any issues or problem arise, inform KCL as soon as possible to determine mutually agreeable actions to be taken by both parties.

 

3. KCL Obligations

Volunteering Opportunities

3.1 KCL agrees that it shall:

 

3.1.1 Make available the Platform.

 

3.1.2 Support the Community Partner to recruit volunteers.

 

3.1.3 Review and approve Volunteering Opportunities submitted by the Community Partner, including circulating specific Volunteering Opportunities

 

3.1.4 across the University, including departments, societies and student networks where appropriate. 

 

3.1.5 Promote approved Volunteering Opportunities on the Platform. 

 

3.1.6 Not provide any warrantee or guarantee of the suitability of any applicants to a Volunteering Opportunity. 

 

3.1.7 KCL shall have no liability for the Volunteers, their actions or inactions, whist engaged in a Volunteering Opportunity.

 

Contact points

3.2 KCL agrees it shall:

3.2.1 Notify the Community Partner Contact when Volunteering Opportunities have been approved by KCL.

 

3.2.2 Provide the Community Partner with support if the Community Partner has any problems or questions about the Volunteers.

 

3.2.3 Mediate in any disputes that may arise between the Community Partner and a Volunteer, if requested and at its sole discretion.

 

3.2.4 Invite the Community Partner Contact to key events taking place throughout the year organised by KCL to support engagement with the KCL student and staff community.

 

3.2.5 Keep the Community Partner Contact up to date with news and events relevant to the Volunteering Program.

 

3.2.6 Respond within a reasonable time to enquiries sent to the KCL Contact by the Community Partner.

 

3.2.7 Keep the Community Partner Contact informed about any changes that may impact the Volunteering Program.

 

3.2.8 Be transparent about the KCL approach to equality, diversity and inclusion, and how this is put into practice at KCL. 

 

3.2.9 If any issues or problem arise, inform the Community Partner as soon as possible to determine mutually agreeable actions to be taken by both parties.

 

4. Volunteering program

4.1 The Community Partner may provide Volunteering Opportunities to KCL to be uploaded to the Platform, however for the avoidance of doubt there shall be no minimum number of Volunteering Opportunities to be provided. 

 

4.2 When undertaking a Volunteering Opportunity, the parties agree that the Volunteers:

 

4.2.1 are providing their assistance to the Community Partner on a solely voluntary basis and shall not obtain any work or employment status by virtue of undertaking a Volunteering Opportunity;

 

4.2.2 shall not be paid by either party for providing their assistance to the Community Partner;

 

4.2.3 may leave the Volunteering Opportunity at any time; and

 

4.2.4 are under the sole supervision and direction of the Community Partner. 

5. Charges

5.1 Each party shall:

 

5.1.1 not be entitled to charge the other party for the provision of anything it provides in connection with this Agreement; and

 

5.1.2 be otherwise responsible for its own costs incurred in connection with this Agreement.

 

6. Confidentiality

Each party agrees that it will keep confidential and not disclose, whether directly or indirectly, any confidential information belonging to the other. In this clause, ‘confidential information’ means all information of a confidential nature (in any form) which is imparted or disclosed to, or otherwise obtained by a party (whether directly or indirectly) including the other party’s know-how, trade secrets, financial, commercial, technical, tactical, strategic, marketing or Community Partner information, employee information, any information agreed to be or marked as confidential, any other information a party knows, or could be reasonably expected to know, is confidential and any other such information related to or concerning a party’s business.

 

7. Freedom of Information

The Community Partner acknowledges that KCL is subject to the requirements of the FOIA and/or the Environmental Information Regulations or other equivalent legislation, and the Community Partner shall assist and co-operate with KCL to enable KCL to comply with disclosure requirements imposed on them by the FOIA and/or the Environmental Information Regulations or other equivalent legislation as the case may be.

 

8. Data Protection

The Parties shall comply with their data protection obligations as set out in Schedule 1. 

 

9. Compliance

9.1 Each party shall in relation to this Agreement comply with all applicable laws, statutes, regulations, including (but not limited to) the Bribery Act 2010, the Criminal Finances Act 2017, and the Modern Slavery Act 2015.

 

9.2 The Community Partner shall comply with all KCL policies as provided to them from time  to time.

 

9.3 The Community Partner shall perform its obligations under this Agreement in accordance with:

 

9.3.1 all Applicable Laws relating to equality and diversity (whether in relation to race, sex, gender reassignment, age, disability, sexual orientation, religion or belief, pregnancy, maternity or otherwise); and

 

9.3.2 take all necessary steps, and inform KCL of the steps taken, to prevent unlawful discrimination designated as such by any court or tribunal, or the Equality and Human Rights Commission or (any successor organisation).

Breach of this clause shall be deemed a material breach under clause 12.1.1.

 

10. Trademarks

10.1 KCL hereby grants to the Community Partner a non-exclusive, royalty free, revocable, non-transferable and non-sub-licensable permission to use KCL Trade Marks to perform its obligations during the term of and in accordance with this Agreement; and

 

10.2 The Community Partner hereby grants to KCL a non-exclusive, royalty free, revocable, non-transferable and non-sub-licensable permission to use the Community Partner Trade Marks to perform its obligations during the term of and in accordance with this Agreement.

 

10.3 Each party agrees that the other Party owns all the Intellectual Property Rights in their respective Trade Marks and any goodwill created by its use of them shall vest in the other Party. Nothing in this Agreement will have the effect of vesting ownership of the Trade Marks or any goodwill therein in any other person.  Each Party agrees to execute such documents and do such other things as the other Party may request from time to time, including after termination of this Agreement, to confirm any such rights to the other Party. 

 

10.4 Each Party agrees to indemnify the other Party, keep it indemnified and hold it harmless from and against any and all liability suffered or incurred by the other Party arising out of or in connection with any breach by that Party of its obligations under this clause.

 

11. Limitation and exclusion of liability

11.1 References to liability in this clause include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

 

11.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

 

11.3 Nothing in this Agreement limits any liability that cannot legally be limited, including liability for:

 

11.3.1 death or personal injury caused by negligence;

 

11.3.2 fraud or fraudulent misrepresentation; and

 

11.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title or quiet possession).

Subject to clause 11.2 and clause 11.3, a party's total liability to the other party under or in connection with this Agreement shall not exceed £50,000.

 

12. Termination of Agreement

12.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

 

12.1.1 the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;

 

12.1.2 an order is made or a resolution is passed for the dissolution or winding-up of the other Party or an order is made for the appointment of an administrator to manage the affairs, business and property of the other Party;

 

12.1.3 the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

 

12.2 KCL may terminate this Agreement with immediate effect if: 

 

12.2.1 the Community Partner is no longer a registered charity, social enterprise or community interest company; 

 

12.2.2 persistent, valid complaints continue to be made to KCL about the quality of the Volunteering Opportunities and experiences gives to Volunteers provided by the Community Partner, and KCL, having received notice of such complaints, fails to improve such service to the reasonable satisfaction of KCL; or

 

12.2.3 the Community Partner has become involved in any situation or activity which tends in the reasonable opinion of KCL could have or has a negative effect on the reputation of KCL or any aspect of its business;

 

13. General

13.1 Neither Party shall without the prior written consent of the other Party transfer, assign, charge, novate, subcontract or otherwise dispose of all its rights and/or obligations under this Agreement.

 

13.2 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

 

13.3 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

 

13.4 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

 

13.5 Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing and shall be sent by email, for KCL, to the Volunteering Partnerships Manager at volunteer@kcl.ac.uk, and for the Community Partner, to advise in writing to the KCL contact upon acceptance of these terms who their contact is. This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

 

13.6 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

 

13.7 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

 

13.8 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

 

13.9 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
 

 

 

 

Schedule 1 - DATA PROTECTION OBLIGATIONS

1. The following definitions shall apply:

a) “Data Protection Laws” means the GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, any other applicable law relating to the Processing, privacy and/or use of Personal Data, any laws which implement or supplement any such laws and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing and “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Process” (and its derivatives) shall have the meaning given to those terms in the GDPR;

 

b) “Data Subject Request” means a request made by a Data Subject to exercise any right(s) of Data Subjects under Chapter III of the GDPR in relation to any of the Personal Data or concerning the Processing of such data;

 

c) “GDPR” means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);

 

d) “Relevant Personal Data” means Personal Data received from or on behalf of the one party, or otherwise made available to the other party in connection with this Agreement.

 

2. The parties acknowledge that the factual arrangements between them dictate the role of each party in respect of the Data Protection Laws. Notwithstanding the foregoing, the parties anticipate that each party may act as an independent Controller in respect of the Relevant Personal Data. 
3. Each party shall comply with, and not cause the other to breach, the Data Protection Laws in connection with the performance of its obligations under this Agreement. This Schedule 1 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Laws.
4. Each party warrants and represents to the other that it has a lawful basis and has done all such things as are required under the Data Protection Laws, for the transfer of the Relevant Personal Data to the other party for the purposes of the other party Processing it as contemplated by this Agreement.
5. The parties shall not transfer Relevant Personal Data to any country or territory outside the United Kingdom other than where such transfer is in compliance with the Data Protection Laws. 
6. Each party shall implement and maintain appropriate measures in connection with the Relevant Personal Data as required by Data Protection Laws to protect the Relevant Personal Data in its possession or control against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access, taking into account: (i) the nature of the Relevant Personal Data to be protected; (ii) the harm that might result from any failure to so protect the Relevant Personal Data; (iii) the state of technological development; and (iv) the cost of implementing any measures.
7. Each party shall notify the other without undue delay in the event of any actual or suspected Personal Data Breach affecting the Relevant Personal Data and will provide a written description of the Personal Data Breach particulars. The parties shall cooperate to address the Personal Data Breach in accordance with the Data Protection Laws. 
8. Each party shall notify the other without undue delay in the event of a dispute, complaint, or claim brought by a data subject or regulator concerning the Relevant Personal Data against either or both parties (a “Claim”) and provide reasonable assistance to the other in respect of such Claim. 
9. Each party shall notify the other party without undue delay following its receipt of any Data Subject Request which relates to the Relevant Personal Data under this Agreement and respond to such Data Subject Request promptly and within the Data Protection Laws timeframes. 
10. Each party shall notify the other promptly following its receipt of any regulator correspondence which relates to any of the Relevant Personal Data and will cooperate with the other party in relation to any such regulator correspondence.
11. In the event that a third party Processes any Relevant Personal Data on behalf of the Community Partner, the Community Partner shall be responsible for the acts or omissions of such third party in relation to such Processing as though they were the Community Partner’s acts or omissions. 
12. The Community Partner shall have in place a privacy policy that complies with the Data Protection Laws and shall ensure that it and its employees comply at all times with the privacy policy and the Community Partner shall supply KCL with a copy of such privacy policy on request.
13. Notwithstanding, and without prejudice to the generality of this Agreement, the provisions of this Schedule 1 shall survive termination or expiry of this Agreement for so long as a party is processing Relevant Personal Data.