Do Nation

registered user terms and conditions

Last updated: 23 May 2018

1. Introduction

1.1 Do Nation is an online platform that helps people in your community make small behaviour changes with the aim of making the world healthier, happier and more sustainable. Do Nation allows Campaign Owners to create campaigns and attract pledges and inspire others to take action for these aims.

1.2 The Website is operated by The Do Nation Enterprise Ltd, a limited company registered in England and Wales under company number 8688899 with its registered office at 8a Cleveland Road, London, N1 3ET ("Do Nation").

2. Formation of Contract

2.1 Please read these terms and conditions (the "Contract"), carefully before using (the "Website”) and the services offered (the "Service") by Do Nation. Any defined terms not defined in the body of this Contract are set out in Clause 13. This Contract sets out the legally binding terms and conditions for Your use of the Website and Service and applies to all users of the Website and/or Service, including all users who are also contributors of content, information, and other materials or services on the Website. By using this Website and/or Service in any manner you agree to be bound by this Contract.

2.2 This Contract also incorporates our Website Terms and Conditions available at (as updated from time to time, the "Website Terms and Conditions") and the Privacy Policy available at (as updated from time to time, the "Privacy Policy") and all other rules, policies and procedures that may be published from time to time on the Website each of which may be updated by Do Nation from time to time without notice to you.

2.3 We may revise this Contract from time to time by updating this page and the revised Registered User Terms and Conditions will take effect when they are posted on the Website. It is Your responsibility to check this Contract periodically for changes. Your continued use of the Service following the posting of the revised Registered User Terms and Conditions constitutes Your acceptance of those changes.

2.4 We may change, suspend, or discontinue the Service or any part at any time with or without notice. Where notice is given, it may be posted on the Website or sent by email. We retain discretion to impose limits on certain features or services, and/or restrict Your access to parts or all of the Service without notice or liability.

2.5 The term of this Contract commences on the date that you register and accept these terms and shall continue until otherwise terminated in accordance with this Contract (the "Term").

2.6 The Contract constitutes the entire agreement between the parties. You acknowledge that You have not relied on any statement, promise or representation made or given by or on behalf of Do Nation which is not set out or referred to in the Contract.

2.7 This Contract applies to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. User tiers and Features

3.1 Users will be either Pro Users (following upgrading to the Pro Tier after registering) or Free Users.

3.2 The Website provides a facility for Pro Users to become Free Users.

3.3 Do Nation shall use reasonable endeavours to make available to You the Services applicable to the Tier You have selected throughout the Term.

3.4 Do Nation warrants to You that the Services will be provided using reasonable care and skill.

3.5 Any descriptive matter or advertising issued by Do Nation, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of this Contract or have any contractual force.

3.6 Do Nation shall have the right, at any time, to take down Your Business Page, Campaign Pages, or any pledge created by You that does not comply with the content standards set out in the "Uploading material to this Website" section of the Website Terms and Conditions or which in Do Nation's opinion is otherwise unsuitable or is contrary to Do Nation's goals.

4. Your Obligations

4.1 You shall:

4.1.1 be solely responsible for Your use of the Services and ensure that you use the Services in an appropriate way;

4.1.2 co-operate with Do Nation in all matters relating to the Services;

4.1.3 be solely responsible for ensuring that Your computer systems are compatible with the Website and its content and comply with any minimum system requirements advised to you by Do Nation from time to time;

4.1.4 provide Do Nation with such information, materials and email addresses as Do Nation may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects at all times during the Term;

4.1.5 treat all user identification codes, passwords or any credentials as confidential, and You must not disclose it to any third party. Do Nation has the right to disable any user identification code, password or credential, if in Do Nation's opinion You have failed to comply with any of the provisions of this Contract or our Privacy Policy;

4.1.6 If you choose, or you are provided with, a user identification code or password as part of this Website's security procedures, you must treat such information as confidential, and you must not disclose it to any third party. Do Nation has the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in Do Nation's opinion you have failed to comply with any of the provisions of these Terms and Conditions or our Privacy Policy

4.1.7 comply with, and procure that Your officers, employees, agents and sub-contractors and all persons engaged by or authorised by You comply with, the Website Terms and Conditions and Privacy Policy when using the Website.

4.2 If Do Nation's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (Your Default):

4.2.1 Do Nation shall without limiting its other rights or remedies have the right to suspend performance of the Services until You remedy Your Default, and to rely on Your Default to relieve it from the performance of any of its obligations to the extent Your Default prevents or delays Do Nation's performance of any of its obligations;

4.2.2 Do Nation shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Do Nation's failure or delay to perform any of its obligations as set out in this clause 4.2; and

4.2.3 You shall reimburse Do Nation on written demand for any costs or losses sustained or incurred by Do Nation arising directly or indirectly from You Default.

Charges and payment

5.1 If You are a Free User, then You may use the Website and the Services free of charge.

5.2 If You are a Pro or Plus User, you shall pay Charges on the basis of the number of Assigned Users you register under your account (whether or not they make any pledges) and the number of Acquired Users that have made pledges to a campaign set up by You. The current Charges for Pro Users are set out on our Website at this page.

5.3 Do Nation shall have the right to make changes to the Charges. Do Nation shall inform of You of any such changes by email or by a notice on the Website. Any such changes to the Charges shall (unless otherwise stated) apply from the month following the assessment by Do Nation.

5.4 The Charges are payable by You on a monthly basis or as may otherwise be agreed by you with Do Nation.

5.5 Do Nation shall be entitled to issue an invoice for the Charges to You to the email address provided by You on a monthly in arrears basis, beginning on the month in which the date of this Agreement falls.

5.6 You shall pay each invoice submitted by Do Nation:

5.6.1 within 30 days of the date of the invoice; and

5.6.2 in full and in cleared funds in such manner as we may require from time to time, and time for payment shall be of the essence of the Contract.

5.7 All amounts payable by You under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Do Nation to You, You shall, on receipt of a valid VAT invoice from Do Nation, pay to Do Nation such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.8 Without limiting any other right or remedy of Do Nation, if You fail to make any payment due to Do Nation under the Contract by the due date for payment (Due Date), Do Nation shall have the right to charge interest on the overdue amount at the rate of 4% per cent per annum above the then current Barclays Bank Plc's base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

5.9 You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and You shall not be entitled to assert any credit, set-off or counterclaim against Do Nation in order to justify withholding payment of any such amount in whole or in part. Do Nation may, without limiting its other rights or remedies, set off any amount owing to it by You against any amount payable by Do Nation to You.

6. Uploading material to Website

6.1 Whenever You upload material to the Website, or make contact with other users of the Website, you must comply with the following content standards.

6.1.1 Anything you upload ("Your Material") must be: materials that You own or which You have the right to upload; accurate; genuinely held (for example if it is an opinion); and comply with applicable law in the UK and in any country from which the material is uploaded.

6.1.2 Your Material You upload must not: contain unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); contain any material which is defamatory of any person; contain any material which is obscene, offensive, hateful or inflammatory; contain sexually explicit material; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; infringe any copyright, trade mark or other intellectual property right of any other person; be likely to deceive any person; be made in breach of any legal duty owed to a third party, such as a contractual duty of confidence; promote any illegal activity; be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety; be likely to harass, upset, embarrass, alarm or annoy any other person; be likely to impersonate any person, or to misrepresent Your identity or affiliation with any person; give the impression that they emanate from Do Nation; advocate, promote or assist any unlawful act.

6.2 You warrant that Your Material does comply with those standards, and You indemnify us for any breach of that warranty.

6.3 Your Material will be considered non-confidential and non-proprietary, and Do Nation has the right to use, copy, distribute and disclose to third parties Your Material for any purpose. Do Nation also has the right to disclose Your identity to any third party who is claiming that any material posted or uploaded by You to this Website constitutes a violation of their intellectual property rights, their right to privacy or any other right.

6.4 Do Nation will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by any other user of this Website.

6.5 Do Nation has the right to remove any of Your Material if, in our opinion, such material does not comply with the content standards set out in this clause 6 or such material is, in our opinion, otherwise unsuitable or contrary to Do Nation’s goals (for example, in being environmentally friendly).

7. Intellectual property rights

7.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Do Nation (or its licensors).

7.2 You acknowledge that, in respect of any third party Intellectual Property Rights, Your use of any such Intellectual Property Rights is conditional on Do Nation obtaining a written licence from the relevant licensor on such terms as will entitle Do Nation to license such rights to You.

7.3 You grant Do Nation a non-exclusive licence to use Your trade marks, and all other materials (including associated Intellectual Property Rights) provided to Do Nation by You in connection with the Services and Do Nation's operations. Any goodwill derived from the use by Do Nation of Your trade marks shall accrue to You.

7.4 In relation to the use of each other's intellectual property rights, each party shall, in respect of any action brought against the other party, indemnify the other party in respect of all loss, cost, damage or expense (including reasonable legal fees) suffered by that other party as a result of its use or possession of the materials or intellectual property rights provided to it, that infringe any intellectual property rights or other rights of a third party, or are offensive harmful or illegal.

7.5 The licences provided in this Clause 7 shall terminate automatically when the Contract terminates.

8. Confidentiality

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 8 shall survive termination of the Contract.

9. Data Protection

9.1 When pledging to carry out a Do Action, users can opt-in to share their name and email address with the owner of the campaign that the user pledged to support, so that they can contact the user to thank them or to share other relevant information with them. For some Do Actions, a user can also opt-in to share their name and email address with the sponsor of that Do Action so that they may provide further information, support and advice about a user’s pledge to them and measure its impact. If the sponsor of a Do Action is running a prize draw in relation to that Do Action, and a user wishes to enter the prize draw, the user will need to opt-in to share their name and email address with the sponsor of the Do Action.

9.2 Do Nation and You acknowledge that for the purposes of the General Data Protection Regulation 2016/279/EU (GDPR), Do Nation is the data controller, and to the extent that You are an owner of a campaign or a sponsor of a pledge and You are receiving personal data pursuant to Clause 9.1 above, You are the data processor of any personal data and You hereby agree to comply in full with all applicable data protection legislation (including the GDPR). You further agree that You shall process any such personal data only on and subject to the instructions of Do Nation. For the avoidance of doubt, this means that You shall only process and use the personal data You receive pursuant to Clause 9.1 above, for the purposes set out in Clause 9.1 above, and for no other purpose. You further agree that You will (i) implement appropriate technical and organisational measures as are necessary to enable Do Nation to respond to any request for the exercise of an individual right; (ii) notify Do Nation of Your intention to appoint any sub-processor provided that, if Do Nation does not object to the appointment of the proposed sub-processor, the sub-processor is engaged pursuant to a written agreement which contains the same obligations of processors in respect of personal data as are set out in this Clause 9; (iii) assist Do Nation to comply with its obligations under the GDPR to process personal data securely, to respond to a personal data breach, to undertake data protection impact assessments and to engage in any mandatory consultation with a supervisory authority; (iv) at the election of Do Nation, return or destroy all personal data held or processed by or on behalf of You upon termination of this Agreement, including each copy of such personal data unless retention of a copy is required by applicable law or regulation; (v) inform Do Nation without undue delay, and, in any event, with 24 hours, of the occurrence of a personal data breach; and (iv) without prejudice to the foregoing, comply with any obligation directly applicable to a data processor under the GDPR. In this Clause 9, the terms “data processor”, “data controller”, “personal data” “personal data breach”, “supervisory authority” and “data protection impact assessment” shall have the meaning set out in the GDPR.

9.3 If You upload employee or other individuals personal data as part of an Your campaign, Do Nation will be the data processor of that data and You will be the data controller. Once that employee or individual activates their Do Nation user account, they will enter a direct contract with Do Nation and Do Nation will become the data controller in respect of that user’s personal data.

9.4 Once Your subscription expires, Do Nation will permanently delete the personal data of any employees or individuals who did not activate their account with Do Nation.

10. Limitation of liability

10.1 Nothing in this Contract shall limit or exclude Do Nation's liability for:

10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

10.1.2 fraud or fraudulent misrepresentation.

10.2 Subject to clause 10.1:

10.2.1 Do Nation shall under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, business, contracts, anticipated savings, goodwill, or revenue, any wasted expenditure, or any loss or corruption of data or any indirect or consequential loss arising under or in connection with the Contract; and

10.2.2 Do Nation's total liability to You in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the Charges paid under the Contract (for clarity, which may be £nil for Free Tier users)

10.3 Except as set out in this Contract, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

10.4 This clause 10 shall survive termination of the Contract.

11. Termination

11.1 Without limiting its other rights or remedies, each party may terminate the Contract upon giving written notice to the other party, with termination effective at end of the billing month in which the notice is given or for Free Tier users immediately upon the notice being given.

11.2 Do Nation shall have the right upon giving written notice to You to terminate or suspend Your access to the Services if You become subject to any of the following events, or Do Nation reasonably believes that You are about to become subject to any of them:

11.2.1 You commit a material breach of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of Do Nation being notified in writing of the breach;

11.2.2 You commit any fraud or dishonesty or act in any manner which in the opinion of Do Nation brings or is likely to bring Do Nation into disrepute or is materially adverse to the interests of Do Nation;

11.2.3 You, other than for the purpose of a bona fide reconstruction or amalgamation, pass a resolution for Your winding up, or a court of competent jurisdiction makes an order for You to be wound up or dissolved;

11.2.4 an administrator is appointed or an administrative order is made in relation to You or the appointment of a receiver or administrative receiver of, or an encumbrancer taking possession of or selling, the whole or any part of the entity's undertaking assets, rights or revenue;

11.2.5 You enter into an arrangement, compromise or composition in satisfaction of Your debts with Your creditors or any class of them, or take steps to obtain a moratorium, or make an application to a court of competent jurisdiction for protection from Your creditors;

11.2.6 You are unable to pay Your debts, or You are capable of being deemed unable to pay Your debts, within the meaning of section 123 of the Insolvency Act 1986;

11.2.7 You enter into any arrangement, compromise or composition in satisfaction of Your debts with Your creditors.

11.3 If You fail to pay any amount due under this Contract on the Due Date for payment, Do Nation may, at its own option:

11.3.1 terminate the Contract with immediate effect by giving written notice to You; or

11.3.2 immediately suspend access to the Features and provision of the Services under the Contract or any other contract between You and Do Nation.

11.4 If You have failed to pay any amount due under the Contract on the Due Date for payment and Do Nation has suspended Your access to the Features and the provision of the Services pursuant to 11.3, and then You subsequently pay the overdue amount to Do Nation, Do Nation shall reinstate Your access to the Features and the provision of the Services.

12. Consequences of termination

12.1 On expiry or termination of the Contract for any reason:

12.1.1 You shall immediately pay to Do Nation all outstanding unpaid charges and interest;

12.1.2 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected; and

12.1.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

12.2 On termination of the Contract in accordance with clause 11.1, if You have chosen to pay the Charges on an annual basis, Do Nation shall refund You, on a pro rata basis, the Charges paid by You for that portion of the billing year after termination of the Contract occurs, less an amount equal to the discount referred to in clause 6.7 (such that the amount of Charges You have paid is equal to the amount of Charges that would have been payable up until termination in accordance with clause 11.1 had You selected to pay on a monthly basis for that billing year).

13. Interpretation

13.1 Definitions.

In this Contract, the following definitions apply:

"Acquired Users" means a Free User that has made a pledge on a Pro User’s campaign, who is not an Assigned User.

"Assigned Users" means a Free User that has been registered to use the Website by a Pro User and given access to pledge on their private campaigns (typically, an employee of the Pro User);

"Charges" means the charges payable by You for access to and use of the Services in accordance with clause 5;

"Free Tier" means the tier of features described as such on the Website;

"Free User" means a person that registers on the Website for the Free Tier;

"Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

"Services" means services provided by Do Nation which support the Tier You have selected from the options provided on the Website;

"Plus Tier" means the tier of features as described on the Website;

"Pro Tier" means the tier of features as described on the Website;

"Plus User" means a person that registers on the Website for the Pro Tier;

"Pro User" means a person that registers on the Website for the Pro Tier;

"Term" means the duration of this Contract;

"Tier" means the Free Tier, the Pro Tier or the Plus tier, or any one of them as the context requires;

"You" and "Your" means the person, firm or other legal entity who is purchasing Services from Do Nation.

14. General

14.1 Force majeure:

14.1.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Do Nation including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Do Nation or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Do Nations or subcontractors.

14.1.2 Do Nation shall not be liable to You as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

14.1.3 If the Force Majeure Event prevents Do Nation from providing any of the Services for more than 4 weeks, Do Nation shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to You.

14.2 Assignment and subcontracting:

14.2.1 Do Nation may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

14.2.2 You shall not, without the prior written consent of Do Nation, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

14.3 Notices:

14.3.1 Do Nation will give You any necessary notices (including, but not limited to notices, agreements, legally required disclosures or other information in connection with the Service) by either posting them on the Website or sending them to Your email address. You agree to check the Website for notices and will be considered to have received a notice when it is posted on the Website and/or sent to Your Account email address.

14.3.2 This clause 14.3 shall not apply to the service of any proceedings or other documents in any legal action.

14.4 Waiver:

14.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

14.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

14.5 Severance:

14.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

14.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

14.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

14.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

14.8 Variation: Except as set out in this Contract, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Do Nation.

14.9 Governing law and jurisdiction: This Contract, 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.


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