Terms and Conditions
The Website is a rewards-based crowdfunding platform dedicated to providing social entrepreneurs with a space to launch or scale social impact ideas. Through crowdfunding, entrepreneurs with ambitious ideas are able to gain market validation, traction and funding. However, Backers must make their own decisions as to whether to contribute to Campaigns based purely on their own assessment of the merits of the underlying Campaign. Any Rewards offered to Backers are offered to them directly by Campaign Creators, Rewards are not offered by or provided in partnership with UpEffect.
THIS AGREEMENT is made between UpEffect and You.
The following words shall have the following meanings unless the context otherwise requires:
"Agreement" means this contract, as agreed between You and UpEffect.
"Backer" a person or entity that makes a Contribution to the Crowdfunding Campaign.
“Campaign” a fundraising campaign for a particular business.
“Campaign Creator” a person or entity wishing to raise funds for a business.
“Campaign Page” the description of the business, its Deadline and its Target as set out by the Campaign Creator on the Website.
“CJD” means the section titled ‘Client Job Details’ specifying the desired details and requirements for the Services and Output to be provided by UpEffect.
“Confidential Information” shall mean;
(A) information of whatever nature which is obtained by the Receiving Party or any of its Associated Companies or Related Persons relating to (a) the Purpose or (b) relating to the Disclosing Party, the Disclosing Party Group or any of their Related Persons, either before or after the date of this Agreement, either in written form or other permanent form, or orally, from the Disclosing Party, the Disclosing Party Group or any of their Related Persons or Associated Companies whether marked confidential or not and any Crowdfunding Materials; and
(B) analyses, compilations, studies, reports and other documents prepared by the Receiving Party or any of its Associated Companies or Related Persons which contain or otherwise reflect or are generated from any information specified in paragraph (A) above; and
(C) the terms of this Agreement and the interest of the Disclosing Party, the Disclosing Party Group and any of their Related Persons in connection with this Agreement and any other related transactions.
“Crowdfunding” means fundraising on an online platform.
“Crowdfunding Materials” shall mean any documents provided by UpEffect to the Campaign Creator but not limited to the crowdfunding hacks document, budget planner template, marketing schedule template, pledge collection template, pre-launch checklist, impact assessment materials. The IPR in Crowdfunding Materials will be owned by UpEffect.
“Contribution” a donation to a Campaign made via the Service.
“Deadline” a set deadline for the receipt of Contributions, as specified in the Project Details.
"Deposit" as paid by Campaign Creator to guarantee the Launch Date.
“Disclosing Party” shall mean the Party disclosing Confidential Information.
“Funding Goal” shall mean the minimum-funding total agreed between the Client and UpEffect in the Invoice.
“Funds Raised” means the money raised through crowdfunding on UpEffect to meet or exceed the Funding Goal.
“Inaccurate” giving a false or misleading impression of a Project.
“Influencer” means an individual with a social media following greater than five thousand persons.
“Invoice” means the process as stated in Clause 3 of this Agreement.
“IPR” (“Intellectual Property Rights”) all copyrights, patents, registered and unregistered design rights, database rights, publicity and privacy rights, domain names, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.
“Impact Assessment" means the report UpEffect produces in collaboration with its Client to assess the growth of the Client's company post Crowdfunding.
“Launch Date” shall mean the date agreed in the Invoice on which the Client agrees to launch its Crowdfunding Campaign on UpEffect.
“Net Contribution” the Contribution minus the Platform Fee and Processing Charges.
“Output” means the electronic or physical material to be delivered to the Client by UpEffect as specified in the Invoice and/or detailed in the CJD. The IPR in Output will be owned by UpEffect.
“Platform” the UpEffect website available at www.theupeffect.com.
“Platform Fee” ten percent of each Contribution to a Successful Campaign which shall be retained by UpEffect for its services in providing and administering the Service.
“Processing Charges” any foreign exchange or other payment processing charges incurred by UpEffect in collecting Contributions and making payments to Campaign Creators.
“Receiving Party” shall mean the Party receiving Confidential Information
"Registration Details" the details which a User must provide when registering an account on the Website, including physical address, email address, age, bank account and credit, debit or charge card details.
“Reward” a gift offered by a Campaign Creator to a Backer in consideration of its Contribution, as specified on the Campaign Page.
“Service” the provision of the Website and its functionality as a forum through which Backers may make Contributions.
“Services Fee” monies due to UpEffect for services rendered
“Successful Campaign” a Campaign which reaches or exceeds its Target on or before its stated Deadline.
“Target” a total gross Contributions target which a Campaign Creator hopes a Campaign will meet or exceed that shall be specified on the Campaign Page.
"Unacceptable" anything which may be considered either:-
a. illegal, illicit, indecent, obscene, racist, offensive, bullying, racist, sexual, pornographic, insulting, false, unreliable, misleading, violent, alleged to be or actually defamatory or an infringement of third party rights (of whatever nature and including, without limitation, any Intellectual Property Rights);
b. in breach of any applicable regulations, standards or codes of practice (notwithstanding that compliance may not be compulsory);
c. to contravene legislation, including but not limited to without limitation that which relates to financial services, gambling, weapons, drugs, animals, children or alcohol; or
d. to harm UpEffect's reputation.
"UpEffect" UpEffect Limited which is the owner of the Platform and Website and which is a company registered in England & Wales under company number 10189459.
"User" a Backer or a Campaign Creator
2 CAMPAIGN CREATOR TERMS
2.1. The Campaign Creators agrees that it will only initiate Campaigns on the Website which:
2.1.1. Are intended for social business/enterprise purposes, which for these purposes means that they are focused on elevating community development through a business by creating social and/or environmental change;
2.1.2. Provide no less than two updates per month to Backers until the Rewards have been delivered to all relevant Backers;
2.1.3. Are committed to creating transparency between the Campaign Creator, the Campaign and the Campaign’s Backers; and
2.1.4 It agrees that UpEffect may feature the Campaign as a case study and/ or for any and all other ‘success story’ or similar promotional purposes.
2.2. The Campaign Creator further warrants that:
2.2.1. It will use the Net Contribution solely for completing the Campaign and will not use them for any purpose not specified in the Campaign or Campaign Page;
2.2.2. It will reply promptly, in full, and to UpEffect’s satisfaction, to all questions, enquiries and requests for clarification put to it by its Backers or by UpEffect;
2.2.3. It will treat all other users of the Website, including but not limited to Backers to its Campaigns, with respect at all times;
2.2.4. It is 18 years of age or above, if it is outside this age range, that it has received authorisation from UpEffect to be a Campaign Creator on the Website;
2.2.5. It is a permanent resident of the address it has provided and is able to prove its identity to UpEffect for compliance purposes, or else that it has received authorisation from UpEffect to be a Campaign Creator on the Website; and
2.3. The Campaign Creator recognises and accepts that by initiating a Campaign on the Website it is offering to enter into a legally binding contract with that Campaign’s Backers. All such agreements will be made between Campaign Creator and Backers, and UpEffect shall not be a party to them. The Campaign Creators acknowledges that it will be solely responsible for any breach by it of any such agreement between it and a Backer.
2.4. The Campaign Creators recognises and accepts that it bears sole responsibility for all information which it may provide to UpEffect about its Campaign(s) and which may be posted on the Website, as part of the Campaign Page or elsewhere. The Campaign Creator hereby indemnifies all Backers to its Campaigns, and UpEffect, against all losses arising from any information, which that Campaign Creators provides to UpEffect or otherwise transmits via the Service, which is Unacceptable or Inaccurate.
2.5. The Campaign Creator warrants, represents and undertakes in relation to all information and material provided to UpEffect, for the purpose of a Campaign or otherwise, that no such information shall be Unacceptable or Inaccurate, that all material submitted by the Campaign Creator will be free of links to websites other than the Website and press articles, and that the Campaign Creator has obtained full and effective licence(s) from all relevant third parties required to allow the Campaign Creator and UpEffect to permit the dissemination of all such information and material worldwide.
2.6. UpEffect shall retain the right at all times and at its sole discretion to refuse to provide the Service, or any part thereof, to a Campaign Creator for any reason.
2.7. UpEffect shall retain the right at all times to remove any information or material from the Website for any reason and at its sole discretion.
2.8. Posting of Campaign Page by UpEffect on the Website shall not under any circumstances constitute a waiver of any of its rights in relation to such material or of any breach of the Campaign Creator's obligations under this Agreement.
2.9. The Campaign Creator hereby warrants that it has good title to all Rewards that it may offer and that it will be entitled to distribute them to Backers in accordance with this Agreement without infringing any third party Intellectual Property Rights or contravening any applicable laws.
2.10. The Campaign Creator warrants that it will have and maintain a sufficient supply of any Rewards that it may undertake to distribute to Backers, and that it will distribute such Rewards promptly after the Deadline of the relevant Successful Campaign has passed, and in any event within any timeframe for the distribution of Rewards which it has stated on the Website.
2.11. The Campaign Creator acknowledges that all Contributions made via the Website will be subject to the deduction of Platform Fee and Processing Charges prior to the transfer of the Net Contribution to the Campaign Creator.
2.12. The Campaign Creator acknowledges that it has no right to receive any Contribution(s) or the Net Contribution until a Campaign becomes a Successful Campaign.
2.13. The Campaign Creator acknowledges that it will be responsible for and undertakes to pay all taxes, fees, levies and duties whether for import or otherwise arising in any part of the world in connection with Net Contributions received through UpEffect or the distribution of Rewards.
2.14. If a Campaign becomes a Successful Campaign, then UpEffect will deduct ten percent of the total Contributions as the Platform Fee, will deduct any relevant Processing Charges, and will forward the Net Contribution to the Campaign Creator's nominated bank account within 31 Days of the Deadline.
2.15. The Campaign Creator acknowledges that it will not commit to any expenditure or otherwise rely on receipt of the Net Contribution until such time as the Net Contribution has been successfully transferred to its account by UpEffect.
2.16. UpEffect is not liable to the Campaign Creator in the event that a transferred Net Contribution does not reach the Campaign Creator within the deadline set out in clause 2.14 because of a delay or failure in the transmission of the Net Contribution. In the event that a transfer of a Net Contribution is delayed for reasons outside of UpEffect’s reasonable control, the Campaign Creator agrees that the deadline for the transfer of the Net Contribution set out in clause 2.13 shall be extended for as long as reasonably necessary to enable UpEffect to effect the transfer of the Net Contribution.
2.17. The Campaign Creators accepts that UpEffect is not liable to pay any sum, or to take any action, in respect of any Contribution pledged by a Backer, which is not subsequently received. In such event the Campaign Creator’s sole remedy shall be against the Backer in breach of its obligations and UpEffect shall not be a party to the dispute.
2.18. Where the Campaign Creators makes or gives warranties, representations or undertakings to UpEffect under the terms of this Agreement, those warranties, representations or undertakings are also made for the benefit of the Backer who shall be entitled to rely on them.
2.19. The Campaign Creator warrants that it will not use, share, or unnecessarily retain any data concerning any Backer which it has received from UpEffect, other than for the purposes of providing Rewards, or contacting that Backer about the Project. The Campaign Creator further warrants that it will at all times act in compliance with the terms of the GDPR, or any other relevant legislation which may update or supersede it.
2.20. The Campaign Creator warrants that if it does not meet its Funding Goal, it shall not hold UpEffect liable. The Campaign Creator acknowledges that it is responsible for collecting donations and meeting its target by the deadline.
2.21. The Campaign Creator warrants that it will pay a Deposit and enter into a binding agreement with UpEffect. The Campaign Creator is required to launch on UpEffect on the Launch Date. UpEffect hereby agrees to hold the Deposit and shall return such Deposit within 40 working days of the Launch Date subject to the Campaign Creator launching its Crowdfunding Campaign on UpEffect on the agreed Launch Date and there is no outstanding Platform or Service Fee due to UpEffect.
2.22. If a campaign is successful in meeting its Funding Goal and any transactions fail to process through Stripe after the Campaign has ended, the Campaign Creator shall pay UpEffect its Platform Fee for campaign transactions taking place outside of the UpEffect platform.
2.23. The Campaign Creator shall work collaboratively with UpEffect and shall agree to meet weekly Crowdfunding Campaign milestones assigned in the Crowdfunding Materials to meet its Funding Goal. The milestones will be assigned once the Deposit has been paid. If the Campaign Creator fails to meet the weekly milestones or follow advice from UpEffect pre or during the Campaign, UpEffect is entitled to retain the Deposit, refuse to launch the Campaign and/or thereafter charge a Service Fee until the Campaign completes.
2.24. The Campaign Creator agrees to the defined Launch Date in the Invoice. This date can be amended subject to the requirements of the Campaign Creator as mutually agreed between the Campaign Creator and UpEffect but UpEffect makes no guarantee, implied or otherwise, that the date shall be amended. If the date is amended, UpEffect, at its discretion can request a Service Fee over and above the Deposit in Clause 2.21.
2.25. The Minimum Funding Goal can be reduced by UpEffect at its absolute discretion and the Campaign Creator agrees that any such reduction will require the Campaign Creator to pay UpEffect a Service Fee. UpEffect makes no guarantee, implied or otherwise, that there will be a reduction in the Minimum Funding Goal.
2.26. The Crowdfunding Campaign must be completed on the UpEffect platform or terminated in accordance with this Agreement before the Campaign Creator may launch a Crowdfunding Campaign on other Crowdfunding Platforms. In the event that the Campaign Creator breaches this clause, the Campaign Creator shall indemnify UpEffect with all reasonable expenses, losses, and costs incurred by UpEffect arising from this breach.
2.27. The Campaign Creator agrees to complete UpEffect's Impact Assessment post-campaign.
2.28. UpEffect agrees to work with the Campaign Creator based on the information collected in the due diligence process, including but not limited to the Campaign Creator’s supply chain, impact model, financials, team skills and performance, all of which relate to the Campaign Creator’s ethical and sustainable practices. If this information materially changes, it will be a violation of this Agreement unless any such variation to the information has been agreed by UpEffect in writing.
2.29. UpEffect agrees to feature the Crowdfunding Campaign on the UpEffect homepage if the Crowdfunding Campaign reaches 50% of its Funding Goal by seven days after the Launch Date.
2.30. UpEffect owns the IPR to the Crowdfunding Materials and does not provide the Campaign Creator with a license or a permission to distribute, amend or disclose or use in any way, commercially or otherwise, the Crowdfunding Materials unless with prior written consent by UpEffect and in the manner specified by UpEffect.
2.31. If the Campaign Creator wishes to terminate or postpone its Crowdfunding Campaign, the Campaign Creator shall express this intention in writing and thereupon UpEffect is entitled to recover all reasonable expenses, fees, and other costs incurred including but not limited to time and resources spent on preparation.
2.32. If the Campaign Creator withdraws its Crowdfunding Campaign, UpEffect is entitled to recover all reasonable expenses, fees, and other costs incurred pursuant to this Agreement.
2.33. UpEffect reserves the right to terminate the Crowdfunding Campaign by giving written notice of at least 7 days if the Campaign Creators fails to meet conditions relating to Section 2 and UpEffect is entitled to recover all reasonable expenses, fees, and other costs incurred during the Crowdfunding Campaign.
2.34. The Campaign Creator shall be liable to pay all pre-approved third party costs associated with providing the Services and producing and delivering the Output including but not limited to reasonable legal costs, performer fees and archive material fees.
2.35. Invoices shall be issued to all Campaign Creator for a Deposit and shall be available for acceptance by the Campaign Creator for a period of 7 days. The Invoice must be paid in its entirety. The Campaign Creator shall settle all payments no later than fourteen days of the date of Invoice
2.36. The Campaign Creator shall maintain a clarity and frequency of communication that enables UpEffect to perform the Services and produce and deliver the Output with ease and efficiency and without delay caused by a lack of communication.
2.37. The type of communication required by the Campaign Creator, and time period within which the Campaign Creator should respond within, at any given time during the project shall be based on the discretion of UpEffect given the circumstances around the need for communication, which the Campaign Creator shall comply with.
2.38. UpEffect shall not be held liable for any loss, costs, damages, charges or expenses incurred directly or indirectly by any delay in the provision of Services and production or delivery of Output caused by a lack of communication from the Campaign Creator.
2.39. The Campaign completion date may be delayed by a reasonable period of time to be defined by UpEffect in the event that the Campaign Creator fails to communicate with UpEffect for seven days or more.
3. BACKER TERMS
3.1. The Backer recognises and accepts that by subscribing to make a Contribution to a Campaign Creator’s Campaign it is entering into a legally binding contract with the Campaign Creator to provide its pledged Contribution in the event that that Campaign becomes a Successful Campaign. All such contracts will be between Backer and Campaign Creator, and UpEffect will not be a party to them. The Backer acknowledges that it will be solely responsible for any breach by it of such an agreement.
3.2. All Contributions made via the Service are at the Backer’s risk and based on its own judgment; UpEffect cannot guarantee the accuracy of any Campaign Page details, the integrity of any Campaign or the issue of Rewards to the Backer. Accordingly, UpEffect shall not have any responsibility or liability for such Project Details or the decision by a Backer to make a Contribution.
3.3. The Backer acknowledges and accepts that, in the event that a Campaign Creator provides Inaccurate information about a Campaign, fails to provide a specified Reward, or in any other way breaches the agreement between the Campaign Creator and the Backer, then the Backer’s sole remedy shall be against the Campaign Creator.
3.4. All conditions and warranties whether express or implied, statutory or otherwise, which relate to the accuracy of the Campaign Page details are hereby expressly excluded.
3.5. Rewards provided by the Campaign Creator are for the personal benefit of the Backer and the Backer is not entitled to sell, redistribute, or assign them to a third party.
3.6. The Backer acknowledges and accepts that UpEffect shall deduct the Platform Fee as well as any Processing Charges from each Contribution prior to conveying the Net Contribution to the Campaign Creator.
3.7. In respect of all Campaigns to which it makes a Contribution, the Backer:
3.8. consents to UpEffect and its payment processing partners authorising or reserving a charge in respect of the credit card or other means of payment used to make payment until any relevant Target or Deadline is reached; and
3.9. undertakes to ensure that it will have sufficient funds or credit available on the relevant card or account until such Deadline is reached;
3.10. may reduce or withdraw its Contribution by contacting the Campaign Creator unless the Deadline is within 48 hours or this would reduce the funds raised in respect of a particular Campaign to below the Target.
3.11. The credit or debit card details which the Backer provides on registering for the Service must relate to a card that the Backer is entitled to use. By pledging to make a Contribution, Backer warrants that the credit or debit card for which it has provided details has sufficient credit limit or funds for that Contribution and it will remain in funds or within that limit until the Deadline has passed.
3.12. The Backer agrees that UpEffect will provide to the Campaign Creator details of each Contribution, the name, address (where applicable), email details, and the user ID of the associated Backer to the Campaign Creator in order to enable the Campaign Creator to supply the Reward (and any other details prior to the delivery date of the reward). If the Campaign Creator then requires further details it shall contact the Backer directly.
3.13. Any charges incurred by the Backer in the course of making a Contribution, including but not limited to extra charges from its payment service provider, foreign exchange or payment processing charges, shall be exclusively for the Backer's account.
3.14. For the avoidance of doubt, making a Contribution does not give a Backer any rights in respect of a particular Campaign other than to receive any advertised Reward.
4. TERMS WHICH APPLY TO ALL USERS
4.1 The User agrees that, in registering to use the Service it shall provide accurate Registration Details, which it will update as required in order to ensure their continued accuracy.
4.2 The User hereby warrants to UpEffect that it is at least 18 years of age and has the ability to enter into a binding legal contract.
4.3 The User acknowledges that UpEffect has the right to suspend or cancel any Campaign or any Contribution for any reason and at its sole discretion. Users acknowledge that UpEffect is not obliged to provide any prior notice of, or explanation for cancellation of a campaign.
4.4 The User's Registration Details and data relating to its use of the Service will be recorded by UpEffect but this information shall not be disclosed to third parties (otherwise than as set out herein or on an aggregated, anonymous basis) nor used for any purpose unrelated to the Service.
4.5 UpEffect reserves the right to suspend or terminate a User's account for any reason and at its sole discretion where it deems such action appropriate. In the event of such suspension or termination, UpEffect will notify the User by email and the User agrees that it shall not seek to re-register on the Website either directly or indirectly through any related entity or third-party.
4.6 UpEffect shall not be liable for any interruption to the Service, whether intentional or otherwise irrespective of whether such interruption has any impact on the ability of Users to make Contributions or to receive Net Contributions.
4.7 The User acknowledges that UpEffect shall own all Intellectual Property Rights in the Website and the Service, including without limitation, the design, text, graphics, the selection and arrangement thereof. By uploading content to the Website Users warrant to UpEffect that they have all necessary permissions to upload such content and agree to grant to UpEffect a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce and distribute any and all Intellectual Property Rights inherent in that content.
4.8 While UpEffect makes no undertaking to act on any such reports, Users undertake to promptly report any suspected infringement of Intellectual Property Rights or other dishonest behavior, which they encounter on the Website or Service to UpEffect.
4.9 Users agree that UpEffect is a mere intermediary and conduit and is not responsible for any disputes that may arise between Users, Users further agree that any such disputes shall be resolved directly between the Users involved and that UpEffect shall not be a party to those disputes.
4.10 Users will be invited to send comments to UpEffect by email relating to the integrity and performance of other Users and UpEffect will be entitled to publish these on theupeffect.com. All Users hereby acknowledge and agree that UpEffect is not responsible for any such content on the Website. In the event of any concerns in respect thereof, a User may contact UpEffect at email@example.com
4.12 Cookies will be used to track the behaviour of Users on theupeffect.com in accordance with our cookies policy set out at here.
5 LIMITATION OF LIABILITY
5.1 All material displayed on the Website is provided without any guarantees, conditions or warranties.
5.2 To the extent permitted by law, UpEffect expressly excludes all conditions, warranties and other terms which might otherwise be implied by statute, common law, or the law of equity.
5.3 UpEffect shall not be liable for:
5.3.1 any direct loss, indirect loss or consequential loss incurred by any User in connection with the Website or Service, or in connection with the use, inability to use, or results of use of the Website or Service, or of any websites linked to or from the Website and any materials posted on it,
5.3.2 any loss of income or revenue,
5.3.3 any loss of business,
5.3.4 any loss of profits,
5.3.5 any loss of anticipated savings,
5.3.6 any loss of data,
5.3.7 any loss of goodwill,
5.3.8 any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, howsoever suffered by any User arising in any way in connection with this Agreement, in connection with the use of the Service and/or Website, in respect of Contributions, or in respect of any receipt or failure to receive any Rewards, or for any liability of a User to any third party.
5.4 UpEffect is not liable for the direct or indirect consequences of cancelling or suspending a Campaign at any time and may suspend Campaigns at its sole discretion as per clause 4.3 of this Agreement.
5.5 Whilst UpEffect will make all reasonable attempts to exclude viruses from the Website, it cannot ensure such exclusion and no liability is accepted for viruses or other similar harmful software. The User agrees that it will take all appropriate safeguards to secure its computing equipment before accessing or downloading any information from the Website.
5.6 UpEffect shall not be liable for ensuring that Campaigns or Rewards are not Unacceptable and the Backer, in making any Contribution via the Website, accepts that it does so exclusively on the basis of its own judgment and at its own risk.
5.7 UpEffect is not liable for the accuracy or otherwise of any content posted by a User in respect of another User or a Campaign on theupeffect.com
5.8 UpEffect is not liable for any failure in respect of its obligations hereunder which results directly or indirectly from failure or interruption of software or services provided by third parties.
5.9 UpEffect is not responsible for the direct or indirect consequences of a User linking to any other website from the Website.
5.10 None of the clauses herein shall apply so as to restrict UpEffect’s liability for death or personal injury resulting from the negligence of UpEffect or its appointed agents.
5.11 No matter how many claims are made and whatever the basis of such claims, UpEffect's maximum aggregate liability to a User under or in connection with this Agreement in respect of any loss not excluded by this Agreement, whether such claim arises in contract, tort, or otherwise, shall not exceed; if that User is a Backer, a sum equal to twice the value of the Contribution; or, if that User is a Backer twice the value of the total Contributions raised by the Campaign, in relation to which such claim arises.
5.12 UpEffect shall not be liable for any information or material posted by Users on the Website which refers to other Users. All Users accept that such content is based on subjective opinions, is not endorsed by UpEffect, and is made available on the Website for information purposes only.
5.13 UpEffect accepts no liability whatsoever in respect of any use which a User may make of information which appears on the Website.
5.14 This Agreement is made between UpEffect and the User accepting it. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
6 WARRANTIES AND IMDEMNITY
6.1 UpEffect does not represent or warrant that the information accessible via theupeffect.com is accurate, complete, truthful or current. Users accept that they are responsible for verifying all information on which they choose to rely, particularly information on which they may rely in deciding whether or not to make a Contribution.
6.2 The User hereby agrees to indemnify UpEffect and undertakes to keep UpEffect indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by UpEffect to a third party in settlement of any claim or dispute on the advice of UpEffect’s legal advisers) incurred or suffered by UpEffect as a result of any breach by that User of any provisions of this Agreement, from any dispute arising from that User’s use of the Service to advertise a Campaign, or from your use of the Website or Service more generally.
6.3 The Campaign Creator undertakes to promptly refund any Net Contributions in respect of which it fails to issue a Reward in accordance with Clause 2.9 and the Campaign Creator hereby indemnifies UpEffect in respect of the consequences of any breach of this clause.
7.1 In the event of reimbursement of a Net Contribution by the Campaign Creator to the Backer in any circumstances, UpEffect shall not be liable to refund the Platform Fee or any Processing Charges to the Campaign Creator or Backer.
7.2 UpEffect will not transfer any Net Contributions to a Campaign Creator unless its Campaign’s Target is met before its Deadline. In the event that the Target is not reached by the Deadline, or the Campaign Creator is unable to accept collected Donations for any other reason, any Contributions which may have been received by UpEffect for any reason will be refunded to Backers minus Processing Charges.
7.3 In the event that any Project Details are Inaccurate, the Backer’s only remedy will be to seek a refund of any Contribution from the relevant Campaign Creator. If any Contributions are still held by UpEffect and UpEffect considers that the Campaign Page details are Inaccurate, it will make such refund minus any Processing Charges. However, if such monies have already been transferred to the Campaign Creator, it will be at the Campaign Creator’s discretion whether to make such refund and if it does then the Campaign Creator is likely to deduct payment processing charges it incurs from such sum.
7.4 In the event that UpEffect cancels a Campaign, if UpEffect is then holding any Contributions already made in respect of that Campaign it will refund such Contributions minus any Processing Charges.
8.1 In consideration of the provision of Confidential Information by the Disclosing Party for the purpose of performing this Agreement, each Party in respect of Confidential Information for which it is the Receiving Party shall procure that its Associated Companies and Related Persons shall:
8.2 hold such Confidential Information in strictest confidence;
8.4 use such Confidential Information solely for the purpose of this Agreement; and
8.5 permit access to such Confidential Information only to those of its personnel or Associated Companies and Related Persons who need to know for performing this Agreement and not take copies of such Confidential Information other than is strictly necessary pursuant to Clause 8.
8.6 Prior to the disclosure of any Confidential Information to any Associated Company or Related Person, the Receiving Party shall inform them of the confidential nature of the material and of the provisions of this Agreement and, if requested by the Disclosing Party, it shall obtain a written undertaking from each of them in favour of the Disclosing Party to abide by the duties of confidentiality established hereunder. Whether or not the Disclosing Party makes a request pursuant to this Clause 8.2, the Receiving Party shall procure that each such person will observe the same restrictions on the use of the Confidential Information as are contained herein.
8.7 Without prejudice to the generality of Clause 8.1, the Receiving Party shall exercise no less a degree of care in protecting the Confidential Information than it uses to protect its own information of like sensitivity and importance.
8.8 The obligations of confidentiality shall not apply to any Confidential Information to the extent that the Receiving Party can show (and it shall be for the Receiving Party to show) that the Confidential Information:
8.9 was in the lawful possession of the Receiving Party before such Confidential Information was disclosed by the Disclosing Party;
8.10 has been independently developed by any servant, agent or employee of the Receiving Party without access to or use or knowledge of the Confidential Information disclosed by the Disclosing Party;
8.11 is in or subsequently comes into the public domain other than by breach by the Receiving Party of its obligations hereunder or under any other duties of confidentiality between the Parties;
8.12 is received by the Receiving Party without restriction on disclosure or use from a third party where such third party has a lawful right to make such disclosure; or
8.13 is required to be disclosed by the Receiving Party by law, court order or requirement of a recognised stock exchange provided that to the extent legally permitted, the Receiving Party shall notify the Disclosing Party as soon as possible of the requirement for disclosure to enable the Disclosing Party to seek a protective order or other appropriate remedy to prevent the disclosure or limit the extent of the disclosure;
8.14 Any Confidential Information disclosed hereunder shall remain the property of the Disclosing Party. Disclosure of any Confidential Information to the Receiving Party or its Related Persons or Associated Companies does not imply or confer any licence or permission on the Receiving Party or its Related Persons or Associated Companies to use the relevant information for any purpose other than for the performance of this Agreement.
8.15 Upon completion of the Crowdfunding Campaign or termination of this Agreement or at any time on the written request of the Disclosing Party, the Receiving Party shall and shall procure that its Associated Companies or Related Persons shall:
8.16 return to the Disclosing Party all Confidential Information (including all copies held by the Receiving Party or its Associated Companies or Related Persons);
8.17 destroy all copies of any analysis, compilation, studies, reports or other documents prepared by it for its use containing or reflecting or generated in whole or in part from any Confidential Information; and
8.18 expunge and destroy any Confidential Information from any computer, word processor or other device in its possession containing such information; and
8.19 if so requested, confirm in writing to the Disclosing Party that the provisions of this Clause have been complied with.
8.20 The Parties agree that the obligations in this Clause 8 shall be effective from the date of this Agreement and shall survive the completion of the Crowdfunding Campaign or termination of this Agreement for a period of five years from the date of this Agreement.
8.21 The Receiving Party acknowledges that neither the Disclosing Party nor the Disclosing Party Group nor any of their Related Persons is making any representation or warranty under this Agreement, either expressed or implied, as to the accuracy or completeness of the Confidential Information, and none of the Disclosing Party, the Disclosing Party Group or any of their Related Persons will have any liability to the Receiving Party or any other person resulting from the Receiving Party’s or its Associated Companies’ or Related Persons' use of, or reliance placed upon the Confidential Information.
8.22 The Receiving Party acknowledges and agrees that it will be responsible for any breach of the terms set out in this Clause 8 whether by it or its personnel, any of its Associated Companies or Related Persons.
8.23 The Receiving Party acknowledges and agrees that damages may not be an adequate remedy for any breach of this Clause 8 and that the Disclosing Party shall be entitled to seek and obtain injunctive relief, specific performance and other equitable relief for any threatened or actual breach of this Clause 8, in addition to any other rights and remedies it may have.
9.1 Subject to Clause 2, this Agreement and any other expressly incorporated document constitute the entire agreement between the parties hereto relating to the subject matter hereof and neither party has relied on any representation made by the other party unless such representation is expressly included herein. Nothing in this Clause 9.1 shall relieve either party of liability for fraudulent misrepresentations and neither party shall be entitled to any remedy for either any negligent or innocent misrepresentation except to the extent (if any) that a court or arbitrator may allow reliance on the same as being fair and reasonable.
9.2 UpEffect reserves the right to alter the terms of this Agreement from time to time. While UpEffect may notify Users of such changes to this Agreement it is under no obligation to do so and by accepting this Agreement you agree that you will check the version of the Agreement in force before you launch a Campaign or make a Contribution.
9.3 If any provision of this Agreement or part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect. UpEffect reserves the right to assign or subcontract any or all of its rights and obligations under this Agreement.
9.4 The User may not assign or otherwise transfer its rights or obligations under this Agreement without UpEffect's prior written consent.
9.5 Any notice given pursuant hereto may be served personally, by post or by email to the last known email address of the addressee. It is the responsibility of Users promptly to update UpEffect of any change of address or email address. Such notice shall be deemed to have been duly served upon and received by the addressee, when served personally, at the time of such service, when sent by email 24 hours after the same has been sent, or if sent by post 72 hours after put into the post correctly addressed and pre-paid.
9.6 UpEffect shall not be liable for any loss suffered by any User or be deemed to be in default for any delays or failures in performance hereunder resulting from acts or causes beyond its reasonable control or from any acts of God, acts or regulations of any governmental or supra-national authority.
9.7 Any delay or forbearance by UpEffect in enforcing any provisions of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.
9.8 This Agreement shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.
I accept the terms above as the exclusive basis which governs my use of theupeffect.com