Terms of use

Version number: 1

Effective Date: 1 January 2021

1. Introduction

1.1 This website is owned and operated by Exchange Technology Solutions Ltd trading as “Branbee”. Our company information is at the end of this document.

1.2 Please read these terms and conditions carefully. They cancel and replace any previous versions. By registering on or using our Service (as defined below) you agree to be bound by these terms and conditions. Please print or save these terms for future use as we will not keep a file copy specifically for the transaction with you and we cannot guarantee that they will remain accessible on our website in future. These terms and conditions are available in the English language only.

1.3 These terms and conditions apply to all Users.

2. Definitions

2.1 Capitalised terms have the following meanings in these terms and conditions:

a) “Consumer” - an individual acting for purposes which are wholly or mainly outside that person’s trade, business, craft or profession.

b) “Content” - all information of whatever kind (including posts, comments, blogs, chat, images, photos, audio, video, advertisements, messages etc.) uploaded to our Service.

c) “Event” – an event promoted on our Service.

d) “Petition” – a petition on our Service.

e) “Project” – a crowdfunded project on our Service.

f) “Service” – our website, the services we offer by means of our website and any related software and services.

g) “User” - persons or organisations using our Service (whether or not registered with us).

3. Changes to the terms and conditions

3.1 We may change these terms and conditions by posting the revised version on our website at least 14 days before they become effective. Please check our website from time to time. You will be bound by the revised agreement if you continue to use our Service following the effective date shown.

4. Use of our Service

4.1 We grant Users a limited personal non-transferable right to use our Service subject to these terms and conditions.

4.2 You are not eligible for, and must not use or register on, our Service if:

a) you are below 16 years of age; or

b) display of or access to any aspect of this Service is illegal under the laws (if applicable) of the country from which you are accessing the Service (e.g. because the country does not permit such a Service or display of or access to such material at all or because you are under the relevant age limit in that country); or

c) you have been convicted of any offence, or subject to any court order, relating to assault, violence, sexual misconduct or harassment.

4.3 You agree that you will not in connection with the Service:

a) breach any applicable law, regulation or code of conduct;

b) upload any Content (including links or references to other content), or otherwise behave in a manner, which:

i) is defamatory, threatening, harassing, invasive of privacy, offensive, vulgar, racist, hateful, discriminatory, obscene, pornographic, sexually suggestive, promoting of self-harm, misleading, abusive or deceptive;

ii) infringes any intellectual property or other rights of others;

iii) involves phishing or scamming or similar; or

iv) we otherwise reasonably consider to be inappropriate;

c) upload any Content which involves revealing any personal data of another person (i.e. information enabling someone to be identified or contacted) unless that person is 18 years or over and you have obtained that person’s explicit written consent or you are the parent/guardian of such person;

d) impersonate any person or entity for the purpose of misleading others;

e) upload any Content which links to any third party websites which are unlawful or contain inappropriate Content;

f) sell access to the Service;

g) use the Service to provide a similar service to third parties or otherwise with a view to competing with us;

h) sell advertising, sponsorship or promotions on or in connection with Content except where explicitly authorized by us;

i) use the Service for junk mail, spam, pyramid or similar or fraudulent schemes;

j) do anything which may have the effect of disrupting the Service including worms, viruses, software bombs or mass mailings;

k) do anything which may negatively affect other Users’ enjoyment of the Service;

l) gain unauthorised access to any part of the Service or equipment used to provide the Service;

m) use any automated means to interact with our systems excluding public search engines; or

n) attempt, encourage or assist any of the above.

4.4 You must not do anything which damages, or might damage, our reputation.

4.5 You must comply with any guidelines or requirements on our website.

4.6 You must promptly comply with any reasonable request or instruction by us in connection with the Service.

4.7 We are entitled to impose and/or change limitations on usage of our Service, for example in relation to bandwidth.

4.8 You must ensure that any contact or other information which you supply to us is accurate and not misleading and you will update it so that it remains so.

4.9 We do not supply support except to the extent specifically stated on our site, as may be varied from time to time.

5. Your Content

5.1 You are responsible for your Content.

5.2 You guarantee that you have (and will retain) all rights and permissions needed to enable use of your Content as contemplated by the Service and these terms and conditions.

5.3 If you use any features on our site which enable you to share your Content with third party sites, we are not responsible for use of your Content on those third party sites.

5.4 We reserve the right without notice or refund to reject, suspend, alter, remove or delete Content or to disclose to the police or other relevant authorities or to a complainant any Content or behaviour if it is the subject of complaint or where we have reason to believe that it breaches our terms and conditions, or that such steps are necessary to protect us or others, or that a criminal act may have been committed, or if we are required to do so by law or where requested by the police or other appropriate authorities. If so, you must not attempt to re-publish or re-send the relevant Content.

5.5 It is your responsibility to decide which Content to upload (subject to these terms and conditions). We do not accept responsibility if your Content is misused by other Users as this is outside our reasonable control. Do not upload any Content if you are concerned that it may be misused.

5.6 It is your responsibility to make your own backup of any Content stored within the Service to protect you in case of loss or damage to such material. We are not responsible for such loss or damage.

5.7 We reserve the right to place advertisements adjacent to or within your Content. We retain all revenue from such advertisements.

5.8 We reserve the right without notice to irretrievably delete your Content following cancellation of this agreement or if your account has been inactive for six months.

6. Content of other Users

6.1 You accept that we have no obligation to vet or monitor Users or their Content. We do not endorse or recommend any Content, notwithstanding that we have approved the community in which it appears. You rely on such information and/or deal with other Users at your own risk. We accept no legal responsibility for the accuracy of, or otherwise in relation to, any such Content or in connection with any dealings or transactions between Users. It is your responsibility to carry out careful and detailed investigations before dealing with other Users including use of or reliance on their Content. You should not assume that any Content from another User is accurate and be aware that a person may not be who he or she claims to be.

6.2 You acknowledge that in using the Service you may be exposed to offensive or other inappropriate Content or behaviour. If so, please email us to our email address shown below {including if you wish to give us notice of defamatory material).. We are under no obligation to enter into dialogue on the receipt of a complaint, nor are we obliged to act on every complaint received or to advise you of any action we do decide to take. All complaints must clearly explain the reason for complaint. If appropriate, you should seek relevant external help, for example from law enforcement authorities and/or stop using the Service. Please also use any available blocking mechanisms, seek relevant external help If appropriate (e.g. from law enforcement authorities) and/or stop using the Service.

6.3 When arranging through the Service to meet another person, you must take appropriate precautions and follow any safety guidelines in our FAQs. We cannot control what actually happens at such meetings which are at your own risk and are not our responsibility.

7. Events, Petitions and Projects

Definitions

7.1 Events, Petitions and Projects are collectively referred as “Promotions”. Users who offer them are described as “Promoters” and those who make pledges or otherwise participate are “Participants”. The benefits offered to Project Participants are “Rewards”.

Contract between Promoters and Participants

7.2 Promoters and Participants contract with each other on the following terms as well as on any other applicable terms in this agreement.

7.3 If you are a Promoter of a Project, you promise that:

a) at the outset you will describe the Project accurately, clearly and honestly and will keep Participants fully and regularly informed of progress of the Project;

b) if the Project achieves its funding goal, you will use a high degree of effort and commitment to complete the Project and to provide the Rewards by the relevant deadlines;

c) if you fail to complete the Project or deliver the Rewards on time, then you will:

i) explain to Participants in detail why the Project could not be completed, what exactly you have achieved and provide a breakdown showing exactly how you used the funds;

ii) use a high degree of effort and commitment to achieving the best possible outcome for the Project and Participants within a specific timeframe which is notified to Participants; and

iii) return any remaining funds pro rata to participators who have not received their Rewards in full.

7.4 Promoters will promptly notify Participants if an Event is cancelled and are responsible for arranging full refunds of any payments sent to the Promoter’s account.

7.5 Promoters promise that they will operate their Promotions in accordance with the highest standards reasonably to expected, in accordance with all applicable laws and regulations and in a manner which does not infringe any third party rights.

7.6 Promoters will use any contact or other personal information supplied by Participants strictly in accordance with applicable data protection and other laws.

7.7 Promoters and Participants agree that they will deal with each other in a courteous and polite manner.

Funding of Projects

7.8 Participants can make contributions (“Pledges”) to Projects by making card payments to our payment service provider.

7.9 If the Project achieves the funding goal by the funding deadline, the Pledges will be automatically charged and paid to the Promoter’s payment provider account less payment provider fees. Payments will not be charged if the goal is not met or if the Project has been removed from our Service by us or the Promoter. Participants can cancel their Pledges at any time until they are charged. If you are a Promoter, you acknowledge that there is a risk that you may not receive all of the funds pledged even if your funding goal is reached, e.g. because of credit card chargebacks or expiries. You must not rely on having access to any funds until they are actually in your control.

7.10 Participants must maintain a valid payment card registered with our payment service provider and must update it if it expires.

7.11 You acknowledge that payment service provider fees will be deducted from the total funds generated for the relevant Promotion.

7.12 You also acknowledge that the payment service provider is not liable to repay any fees to you if you decide, or are obliged, to make any refunds or payments to Participants.

7.13 You are liable to repay to us the amount of any chargeback (i.e. card payment disputed with a card issuer) arising on any payment which we have sent to you including any related fees, penalties or other charges.

Our role

7.14 We are entitled at any time for any reason with or without notice to reject or remove any Promotion from our Service.

7.15 Promoters and Participants separately promise us that they will comply with, and be bound by, their contracts with each other as set out above. We are not a party to those contracts. Any legal recourse relating to a Promotion is against the relevant Promoter or Participant and not against us.

7.16 While we reserve the right to decide whether to allow a Promotion onto the Service, that does not constitute any form of endorsement by us. We do not hold funds on behalf of Promoters and do not provide refunds. We do not investigate or supervise and are not responsible for Promotions, Promoters or Participants. We do not take a view on the ability of the Promoter of a Project to complete the Project or to deliver Rewards. We do not promise that any Event will take place or that it will be of any particular quality. Nor do we mediate disputes between Promoters and Participants (unless we choose to do so in our discretion). You participate in Promotions at your own risk.

7.17 We do not guarantee that any Promotion will achieve any particular level of funding or sales.

Payment Service provider

7.18 If Stripe are specified on our Service as our payment service provider, then the following applies: Payment processing services for Promotions are provided by Stripe and are subject to the Stripe Connected Account Agreement , which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this agreement, 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 of our enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorise us to share it and transaction information related to your use of the payment processing services provided by Stripe.

7.19 We are not responsible for the acts or omissions of our payment service provider.

8. Other peoples’ services / advertising / websites

8.1 We may display other peoples’ services and/or advertising and/or links to other websites. We do not recommend or endorse, nor are we legally responsible for, those sites or services. You use them at your own risk.

9. Guidance by us

9.1 If we ourselves provide any guidance or similar information on our Service we do not guarantee that it is accurate or up to date and we do not accept legal responsibility for it. Before acting on such information, you must make your own appropriate and careful enquiries including as to its accuracy and suitability for your purposes. You rely on such information at your own risk.

10. Your account

10.1 Unless otherwise specifically stated on our Service, your account is for your personal use only and is non-transferable. You must not authorise or permit any other person to use your account. You undertake to take reasonable care to keep your login information confidential and to notify us immediately of any apparent breach of security such as loss, theft, misuse or unauthorised disclosure or use of a password. You are responsible for third parties who use your account or identity (unless and to the extent that we are at fault).

11. Ending or suspending this contract

11.1 You are entitled at any end this agreement by emailing us.

11.2 We are entitled at any time (with or without notice) to end or suspend this contract.

11.3 After this agreement ends: Your right to use our Service is terminated. Accrued rights and liabilities are unaffected. All clauses in this agreement which are stated or intended to continue after cancellation will continue to apply. You must not attempt to re-register for or continue to use our Service if we have given you notice of termination.

12. Functioning of our Service

12.1 We do not guarantee that the Service will be uninterrupted or error-free and are not responsible for any losses arising from such interruptions or errors.

12.2 We are entitled, without notice and without liability, to suspend the Service for repair, maintenance, improvement or other technical reason.

12.3 We are entitled, without notice and without liability, to make changes to the Service.

13. Liability

13.1 Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for anything which may not legally be excluded or limited. In this section, any reference to us includes our employees and agents.

13.2 You must give us a reasonable opportunity to remedy any matter for which we are potentially liable before you incur any costs remedying the matter yourself.

13.3 Very important: If you are a Consumer, we shall not be liable for any loss or damage caused by us or our employees or agents in circumstances where:

a) there is no breach of a legal duty of care owed to you by us or by any of our employees or agents;

b) such loss or damage was not foreseeable (meaning it was not an obvious consequence of our breach or not contemplated by you and us at the time we entered into this contract);

c) such loss or damage is caused by you, for example by not complying with this agreement; or

d) such loss or damage relates to a business of yours.

13.4 Very important: If you are a Consumer, you will be liable for any reasonably foreseeable loss or damage we suffer arising from your breach of this agreement or misuse of our Service (subject of course to our obligation to mitigate any losses).

13.5 The following clauses apply only if you are not a Consumer:

a) In no event (including our own negligence) will we be liable for any:

i) economic losses (including, without limit, loss of revenues, profits, contracts, business or anticipated savings);

ii) loss of goodwill or reputation;

iii) special, indirect or consequential losses; or

iv) damage to or loss of data

(even if we have been advised of the possibility of such losses).

b) You will indemnify us against all claims and liabilities directly or indirectly related to your use of the Service and/or breach of this agreement.

c) To the extent allowed by law, you and we exclude all terms, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement.

14. Intellectual property rights

14.1 The intellectual property rights in all material used on or in connection with our Service are owned by us or by other Users. For your personal use only, you may view such material on your device. You must not otherwise use such material including copying, publishing, selling or adapting it or taking extracts from it without our specific prior written consent. You must not misrepresent the ownership or source of such material, for example by changing or removing any legal notices or author attributions.

14.2 Just to be clear - you must not collect, scrape, harvest, frame or deep-link to any Content on our Service without our specific prior written consent.

14.3 You must not circumvent or otherwise interfere with any security related features of the Service or features that limit or prevent copying of Content or which restrict use of Content.

14.4 If you publish any Content on our Service or provide us with any ideas or suggestions for our Service, you allow us at no cost and forever to use and adapt all of such material however we wish in any media formats, whether on our own Service, on our other channels including mobile, email communications, social media, PR, competitions and press releases and also on third party media, including for the purpose of redistribution or promotion of our Service. You waive your “moral rights” in relation to such Content to the extent legally permitted. You also grant each User a licence to use your Content in accordance with these terms and conditions.

15. Privacy

15.1 You acknowledge and agree that we may process your personal data in accordance with the terms of our Privacy and Cookies Policy which is subject to change from time to time.

16. Events outside our control

16.1 We are not liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond our reasonable control including third party telecommunication failures.

17. Transfer

17.1 We may transfer all or part of our rights or duties under this agreement provided we take reasonable steps to ensure that your rights under this agreement are not prejudiced. As this agreement is personal to you, you may not transfer any of your rights or duties under it without our prior written consent.

18. English law

18.1 These terms and conditions shall be governed by English law and any disputes will be decided only by the courts of the United Kingdom. If you are a Consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these terms and conditions affects your rights as a consumer to rely on such mandatory provisions of local law. You may be entitled to use an EU online dispute resolution service to assist with any contractual dispute you may have with us. This service can be found at http://ec.europa.eu/consumers/odr/ . Our email address is stated below.

19. General

19.1 We may send all notices under this agreement by email to the most recent email address you have supplied to us (unless otherwise stated in this agreement). Headings used in this agreement are for information and not binding. Any failure by either party to exercise or enforce any right or provision of this agreement does not mean this is a “waiver” (i.e. that it cannot be enforced later). If any part of this agreement is ineffective or unenforceable for any reason, the rest of the agreement shall continue to apply. A person who is not a party to this agreement shall have no rights to enforce this agreement except insofar as expressly stated otherwise. The parties are independent contractors and, except as otherwise specifically stated above, nothing in this agreement constitutes any party as agent, employee or representative of the other.

20. Complaints

20.1 If you have any complaints, please contact us via the contact details shown below.

21. Company information

21.1 Company name: Exchange Technology Solutions Ltd

21.2 Country of incorporation: England and Wales.

21.3 Registered number: 09820369

21.4 Registered office: C/O Langricks, Aus-Bore House 19-25 Manchester Road Wilmslow, Cheshire, United Kingdom

21.5 Email address: hello@branbee.com

21.6 Other contact information: See our website.

21.7 VAT number: 225 9196 88