Terms and Conditions and Terms of Use

Effective as of 8 November 2019

These Terms & Conditions and Terms of Use (The “Terms of Use“) govern use of the websites (the “Platform”) and services (the “Services“) of Our Pledge Ltd, in addition to any supplemental terms applicable to any particular features, content and functionality of the Platform or Services, which such supplemental terms are incorporated by reference into the Terms of Use. By using the Services, Users agree to be bound by these Terms of Use, our Privacy Policy, all applicable laws and all conditions or policies referenced here (collectively, the “Terms“). Our Pledge Ltd may amend the Terms at any time by posting a revised version of the Terms on our Platform. Access to or continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the revised Terms.

1   Definitions

In these Terms, Our Pledge Ltd refers to Our Pledge Ltd [11987222] whose registered office is at 43a Beacontree Road London E11 3AX. In these terms, we refer to those raising funds as “Project Owners” and to their campaigns as “Projects.” In general, Projects must fulfil an environmental or ethical agenda unless the Project is regarding a business affected by Covid-19. We refer to those contributing funds as “Contributors” and to the funds they contribute as “Contributions.”  Contributors may also commit to provide funds at a future date, conditional on a target value of funds being reached, which we refer to as “Pledges”.  Contributors and other visitors to the Services are referred to collectively as “Users.” Contributors make Pledges and contribute to and Project Owners collect funds via a crowd-funding infrastructure the “Platform”, whose monetary requirements are serviced by Stripe.

2   Our Pledge Ltd is a Platform

Our Pledge Ltd is an online ‘pledge-to-buy, pledge-to-supply’ platform for people and entities seeking to prove or secure sufficient pre-sales for products and services (together referred to as “Products”) which can then empower business owners to invest in and supply those products or services. Project Owners can offer tangible items (collectively, “Rewards“) to Contributors. Our Pledge Ltd makes no representations about the quality, safety, morality or legality of any Projects, Rewards or Contribution or the truth or accuracy of User Content (as defined below) posted on the Services.  While Our Pledge seeks to ensure any Project meets its ethical and environmental aims, Our Pledge Ltd does not endorse any Project, or represent that Project Owners will deliver Rewards or that Pledges or Contributions will be used as described in the Projects. Users use the Services at their own risk.

3   Eligibility to Use the Services

Users under 18 years of age are not eligible to use the Service. Users suspended from using the Services are not eligible to use the Services. Our Pledge Ltd reserves the right to refuse use of the Services to anyone and to reject, cancel, interrupt, remove or suspend any Projects, Contribution, or the Services at any time for any reason without liability.

4   Prohibited Projects

Project Owners are not permitted to create a Project to raise funds for illegal activities, to cause harm to people or property, or to scam others. Users must comply with all applicable laws and regulations in connection with their Project, including offering Rewards and using Contributions. Project Owners shall not make any false or misleading statements in connection with their Projects.

5   Prohibited Rewards

Project Owners are not permitted to offer or provide any of the following as a Reward:

• any form of “ controlled investment” (as such term is defined in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005);
• any form of financial incentive or participation in any profit sharing;
• any alcoholic consumer products (vouchers or memberships offering physical delivery of alcoholic consumer products are permitted);
• any controlled substance or drug paraphernalia;
• any weapons, ammunition and related accessories;
• any form of lottery or gambling;
• any form of air transportation;
• any items promoting hate, discrimination, personal injury, death, damage, or destruction to property; or
• any items (a) prohibited by applicable law to possess or distribute, (b) that would violate applicable law if distributed, or (c) that would result in infringement or violation of another person’s rights if distributed.

6   Community Guidelines

Our Pledge Ltd is not a place for hatred, abuse, discrimination, disrespect, profanity, meanness, harassment, or spam. Do not:

• use the Services to promote violence, degradation, subjugation, discrimination or hatred against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, or gender identity;
  • post images or videos that are sexually explicit or post links to sites that contain sexually explicit material or show people or animals being hurt or degraded;
  • spam the comments sections or other Users with offers of goods and services or inappropriate messages;
  • engage in any activity that interferes with or disrupts the proper working of the Services or any activities conducted on the Services; or
  • take any action that imposes, in Our Pledge Ltd’s sole discretion, an unreasonable load on Our Pledge Ltd’s infrastructure.

Our Pledge Ltd reserves the right to remove Projects and terminate User Accounts for such activities.

1. Prohibited Visual Elements in Our Pledge Ltd Images

Project Owners are not permitted to do any of the following with Project images:

• incorporate Our Pledge Ltd colours and branding elements, including but not limited to logos, coloured frames, borders or badges;
• include any visual element that could be interpreted to have been produced by Our Pledge Ltd, including but not limited to banners, progress bars or funding stats;
• include any visual element that communicates endorsement by Our Pledge Ltd

 

7   Disputes between Project Owners and Contributors

Project Owners are legally bound to perform on any promise and/or commitment to Contributors (including delivering any Rewards). Our Pledge Ltd does not recognize any third party and/or agency affiliated with the Project as a Project Owner. If a Project Owner is unable to perform on any promise and/or commitment to Contributors, the Project Owner will work with the Contributors to reach a mutually satisfactory resolution, which may include the issuance of a refund of Contributions by the Project Owner. Our Pledge Ltd is under no obligation to become involved in disputes between Project Owners and Contributors, or Users and any third party. In addition, Our Pledge Ltd is under no obligation to become involved in disputes regarding the determination of the rightful Project Owner, and will not be obligated to make any changes to Project Owner accounts or transfer of ownership. In the event of any dispute, such as a Project Owner’s alleged failure to comply with the Terms or alleged failure in fulfilment of a Reward, Our Pledge may provide the Project Owner’s contact information to the Contributor so that the two parties may resolve their dispute.

8   User Accounts

All information submitted in connection with a User account on the Services (each, a “User Account”) must be accurate and truthful. Users agree to notify Our Pledge Ltd immediately if their User Account has been used without authorization or there has been any other breach of security of the User Account. Each User also agrees to provide any additional information Our Pledge Ltd may reasonably request and to answer truthfully and completely any questions Our Pledge Ltd might ask the User in order to verify such User’s identity.

9   License to Users

Our Pledge Ltd grants each User a limited, non-exclusive, non-transferable, revocable license to use the Services subject to such User’s eligibility and continued compliance with the Terms.

10   Project Owners

Project Owners are permitted to offer Products and Rewards to Contributors. Project Owners are legally bound to perform on any promise and/or commitment to Contributors (including delivering any Rewards). Project Owners will respond promptly and truthfully to all questions posed to them by Our Pledge Ltd or any Contributor relating to any Project or Product. If any Project Owner is unable to fulfil any of its commitments to Contributors (including delivering any Products or Rewards), the Project Owner will work with the Contributors to reach a mutually satisfactory resolution, which may include refunding their Contributions. Project Owners will comply with all applicable laws and regulations in the use of Contributions and delivery of Rewards. Project Owners are responsible for collecting and remitting any taxes on Contributions, and any taxes due in connection with Rewards.

11   Contributors

Contributors are solely responsible for asking questions and investigating Project Owners and Projects to the extent they feel is necessary before making a Contribution. All Contributions are made voluntarily and at the sole discretion and risk of the Contributor. Our Pledge Ltd does not guarantee that Contributions will be used as promised, that Project Owners will deliver Rewards, or that the Project will achieve its goals. Our Pledge Ltd does not endorse, guarantee, make representations, or provide warranties for or about the quality, safety, morality or legality of any Project, Product, Reward or Contribution, or the truth or accuracy of User Content posted on the Services. Contributors are solely responsible for determining how to treat their Contributions and receipt of any Rewards for tax purposes. If a Contribution is returned to a Contributor, the associated Rewards, if any, shall be cancelled.

12   Service Fees

Setting up an account on the Platform is free. We do not charge our Service fees to Contributors. Unless otherwise expressly indicated on the Services, we do charge our Service fees to Project Owners as a portion of the Contributions they raise (the “Service Fees“). These are agreed on a per project basis through direct communication with our team.

13   Refunds

For Projects where campaign targets are not met all Contributor funds will be refunded within 14 days of the end of the unsuccessful Project. Contributors may request a refund from Our Pledge Ltd before the end of a Project by using our contact form (Please remember to quote details of your claim, contribution and the project supported). For Projects that have instant payment to the Project Owners, contributors will have 10 days to contact us for refunds. Contributions are eligible for a refund by Our Pledge Ltd unless: (a) the contribution funds have already been transferred to the Project Owner; (b) the Reward associated with the contribution has been fulfilled; or (c) Our Pledge Ltd determines that there has been an abuse of these Terms of Use. Our Pledge Ltd reserves the right to terminate User Accounts and remove Projects for any abuse of this refund policy. For Projects that have ended, or in situations where the contribution funds have been transferred to the Project Owner, Contributors should contact the Project Owner directly regarding refunds.

14   User Content

While using the Services, Project Owners may post photos, videos, text, graphics, logos artwork and other audio or visual materials (collectively, “User Content“). Users grant Our Pledge Ltd a perpetual, non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, publicly display, publicly perform, store, reproduce, modify, create derivative works, and distribute User Content of any User on or in connection with the Services and our related marketing and promotional activities. As between Users and Our Pledge Ltd, Users continue to hold all ownership interest in their User Content. Each User represents and warrants that its User Content and our use of such User Content will not infringe any third party’s intellectual property rights, proprietary rights, privacy rights, confidentiality, rights of publicity or otherwise violate these Terms or applicable law.

15   Payment Services

Project Owners that accept Stripe and Contributors that use Stripe in connection with a Project acknowledge and agree to comply with Stripe Connect and Acceptable Use Policies. Credit card payment processing services for Project Owners on Our Pledge Ltd are provided by Stripe, Inc. (“Stripe“) and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement“). By continuing to operate as a Project Owner on Our Pledge Ltd, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition to Our Pledge Ltd enabling credit card payment processing services through Stripe, each Project Owner agrees to provide Our Pledge Ltd accurate and complete information about Its business, and authorizes Our Pledge Ltd to share any such information with Stripe, as well as transaction information related to the User’s use of the payment processing services provided by Stripe. In all cases, standard credit card or other third party processing fees apply in addition to any Service Fees. Our Pledge Ltd is not responsible for the performance of any third party credit card processing or third party payment services.

16   Indemnity

Each User agrees to defend, indemnify and hold harmless Our Pledge Ltd, their officers, directors, employees, contractors and agents from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including legal fees and costs) and all amounts paid in settlement arising from or relating to use of the Services, breach of these Terms or violation of any laws. Our Pledge Ltd may assume the exclusive defence and control of any matter for which Users have agreed to indemnify Our Pledge Ltd and each User agrees to assist and cooperate with Our Pledge Ltd in the defence or settlement of any such matters.

17   No Warranty

Our Pledge Ltd aims to provide the Services with reasonable skill and care but does not accept any fiduciary duty to any User.  Subject to this, the services are provided on an “as is” and “as available” basis without any warranties, express or implied, including, without limitation, implied warranties of merchantability or fitness for a particular purpose, or non-infringement use of the services is at user’s own risk.

Our Pledge Ltd cannot give any undertaking that Products you purchase from Project Owners will be of satisfactory quality, and this and any other such warranties (whether express or implied) are disclaimed by us absolutely to the fullest extent permitted by law. This disclaimer does not affect your statutory rights against any Project Owner.

18   Limitation of Liability

Our Pledge Ltd (including its affiliates, directors, officers, employees, agents, subcontractors or licensors) is not liable for any indirect, punitive, incidental, special, consequential or exemplary damages or, in any event, for damages exceeding the lesser of one hundred pounds sterling (gbp) (£100.00) or the fees paid to Our Pledge Ltd for the transaction from which the cause of action arose. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Our Pledge Ltd has been advised of the possibility of such damage, and such limitation applies to the fullest extent permitted by law in the applicable jurisdiction.

For jurisdictions that do not allow Our Pledge Ltd to limit its liability: Notwithstanding any provision of the Terms, for Users in a jurisdiction that has provisions specific to waiver or liability that conflict with the foregoing, then Our Pledge Ltd’s liability is limited to maximum extent possible by law. Specifically, in England & Wales and any other jurisdiction where such exclusion is not permitted.

19   Assignment

The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by any User, but may be assigned by Our Pledge Ltd without restriction or consent.

20   Termination; Survival

“Termination” here refers to both a) the cessation of Our Pledge Ltd as a business and the Platform and b) termination of a User Account by Our Pledge Ltd in accordance with these terms.  Termination may result in the forfeiture and destruction of all information associated with any User Account. Users may terminate their User Account by following the instructions on the Services, but Our Pledge Ltd may retain the User Account information after Termination in accordance with our privacy policy and any other regulatory, accounting, and legal compliance procedures. All provisions of the Terms that by their nature should survive Termination shall survive Termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

21    Governing Law

Users agree that: (a) the Service shall be deemed solely based in London (the principal place of business and corporate headquarters of Our Pledge Ltd; and (b) the Service and the Platform shall be deemed provided in England & Wales and do not give rise to jurisdiction over Our Pledge Ltdin jurisdictions other than England & Wales. This Agreement shall be governed by the laws of England and Wales, without respect to its conflict of laws principles.

22    English Language

In the event of a conflict between these the English language version of the Terms and any foreign language translation versions thereof, the English language version of the Terms shall govern and control. All disputes, claims and causes of action (and related proceedings) will be communicated in English. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United Kingdom of Great Britain and Northern Ireland (“the UK”).

23   Cooperation with Authorities and Police Enforcement

We will cooperate with law enforcement authorities as required by law. We will cooperate with law enforcement agencies in any investigation of alleged illegal activity regarding the use of the Services when requested.

24   Notification Procedures

Users agree Our Pledge Ltd may provide notifications to such User via e-mail, written or hard copy notice, or through conspicuous posting of such notice on our website. Users may opt out of certain means of notification or to receive certain notifications.

25   Unsolicited Idea Submissions

Consistent with our culture of open innovation, we are always pleased to hear from our user community and welcome comments or suggestions to improve the Services. However, to avoid future misunderstandings when new products, services and features developed internally by Our Pledge Ltd might be similar or even identical to a submission received by Our Pledge Ltd, the following policy applies to all third party User submissions to Our Pledge Ltd of ideas, comments, suggestions, proposals or materials: (a) all submissions shall be considered non-confidential and non-proprietary; (b) Our Pledge Ltd will have no obligation concerning the submission, contractual or otherwise (including, without limitation, confidentiality); (c) Our Pledge Ltd will not be liable for any use or disclosure of any submission; and (d) Our Pledge Ltd shall be entitled to unrestricted use of the submission for any purpose whatsoever, commercial or otherwise, without compensation to the third party submitting User.

26   Entire Agreement/Severability

These Terms are the entire agreement between each User and Our Pledge Ltd regarding its subject matter. If any provision of these Terms are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Our Pledge Ltd’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

27   Changes to Terms

Our Pledge Ltd may alter the Terms at any time, so please review them frequently. If a material change is made, Our Pledge Ltd may notify Users in the Services, by e-mail, by means of a notice on the Services, or other places we think appropriate. A “material change” will be determined at Our Pledge Ltd’s sole discretion, in good faith, and using common sense and reasonable judgement.

28    Copyright Complaints

If any User believes that its copyrighted work has been copied in a way that constitutes copyright infringement under the Copyright, Designs and Patents Act 1988 (as amended) or that any User Content infringes such User’s intellectual property rights and is accessible via the Platform, please notify the Our Pledge Ltd Team. “Infringement” means the unauthorized or not permitted use of copyrighted material or other intellectual property rights. For such complaint to be investigated, the User (the “Complainant“) must provide the following information in writing (the “Notice of Infringement“):

• identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website.
• identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Our Pledge Ltd to locate the material.
• information reasonably sufficient to permit Our Pledge Ltd to contact the Complainant, such as an address, telephone number, and, if available, an electronic mail address at which the Complainant may be contacted.