Please read these terms and conditions
carefully, as they set out our and your legal rights and obligations in
relation our crowdfunded development projects.
You will be asked to agree to these terms and conditions before
sponsoring a project.
These terms and conditions are available in the
English language only. You should print
a copy of these terms and conditions for future reference. We will not file a
copy specifically in relation to you, and they may not be accessible on our
website in future.1. Definitions and Interpretation
1.1 In the Agreement:
"Agreement" means the agreement between the Developer and the Sponsor made under these terms and conditions, and any amendments to that agreement from time to time;
"Application Form" means web form published by the Developer enabling individuals and organisations to apply to become sponsors of the Project;
"CloudSET Platform" means the software-as-a-software platform known as CloudSET that is owned and operated by the Developer;
"Contribution" means the amount payable by the Sponsor to the Developer under or in relation to the Agreement, which amount is selected by the Sponsor using the Application Form;
"Defect" means a defect, error or bug having a material adverse effect on the appearance, operation or functionality of the Software, but excluding any defect, error or bug caused by or arising as a result of an incompatibility between the Software and any other system, application, program or software not specified as compatible in the Specification;
"Developer" means Coherence Design Limited, a company incorporated in England and Wales (registration number 04399183) having its registered office at Unit B, East House, Braeside Business Park, Poole, Dorset BH15 2BX, UK;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Funding Target" means the minimum aggregate contributions required before a Project will be undertaken, as published on the Developer's website and varied in accordance with Clause 3;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the "intellectual property rights" referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Project" means the project to develop the Software that is the subject of the Agreement (and may be the subject of other agreements entered into by the Developer with additional third party sponsors);
"Project Funding Date" means the cut-off date by which the Funding Target for a Project must be met, as it may be varied in accordance with Clause 3;
"Rewards" means the rewards detailed in Clause 4;
"Software" means the module, widget or other software to be developed through the Project;
"Specification" means the specification for the Software set out on the Developer's website, as it may be varied in accordance with Clause 3;
"Sponsor" means the individual, partnership or corporate entity identified as such on the Application Form; and
"Target Completion Date" means the target date for delivery of the Software set out on the Developer's website, as it may be varied in accordance with Clause 3.
1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
1.3 The Clause headings do not affect the interpretation of the Agreement.
1.4 The ejusdem generis rule is not intended to be used in the interpretation of the Agreement.
2.1 The Agreement will come into force upon the submission of the Application Form by the Sponsor, following the Sponsor's acceptance of these terms and conditions.
2.2 The Agreement will continue in force until the later of:
(a) the completion of the Software; and
(b) the payment by the Sponsor to the Developer of all amounts due under the Agreement,
unless terminated earlier in accordance with Clause 9.
3. The Project
3.1 At any time before the Project Funding Date, the Developer may publish an altered Project Funding Date, Funding Target and/or Target Completion Date on the Developer's website.
3.2 At any time before the Project Funding Date, the Developer may publish an amended Specification on the Developer's website
3.3 If the Project has not reached its Funding Target by the Project Funding Date, the Agreement shall automatically and immediately terminate.
3.4 The Developer must give to the Sponsor written notice of any change to the Project Funding Date, Funding Target, Target Completion Date or Specification made under this Clause 3.
3.5 If the Project's Funding Target has been met, then promptly following the Project Funding Date, the Developer will:
(a) provide an outline plan for the development of the Software, which may include an altered Target Completion Date; and
(b) develop the Software and integrate the Software with the CloudSET Platform.
3.6 The Developer may sub-contract any of its obligations under the Agreement without obtaining the consent of the Sponsor.
3.7 The Developer will use reasonable endeavours to complete the development of the Software on or before the Target Completion Date.
3.8 If the Developer fails to complete the development of the Software before the Target Completion Date, then the Developer must do so as soon as practicable following the Target Completion Date.
3.9 The Sponsor acknowledges and agrees that its access to the functionality produced by the Software will be under the standard terms and conditions for the CloudSET Platform.
4.1 The Sponsor shall benefit from the Rewards specified on the Application Form in relation to the level of Contribution selected by the Sponsor.
4.2 If such Rewards include access to an alpha and/or beta version of the Software, then:
(a) the Sponsor may submit to the Developer its comments and suggestions in relation to the further development of the Software; but
(b) the Developer shall have no obligation to take note of the comments or follow the suggestions of the Sponsor.
5. Contribution and Payment
5.1 The Sponsor must pay the Contribution to the Developer in accordance with the terms of this Clause 5.
5.2 All Contribution amounts are stated exclusive of VAT, unless the context requires otherwise.
5.3 The Developer may issue an invoice for the Contribution to the Sponsor at any time after the Software is made available to the Sponsor.
5.4 The Sponsor will pay the Contribution to the Developer within 30 days following the date of issue of an invoice under Clause 5.3.
5.5 Contributions must be paid by credit or debit card in accordance with the instructions on the Application Form, or using such other method as the Developer may agree to in writing from time to time.
5.6 If the Sponsor does not pay any amount properly due to the Developer under or in connection with the Agreement, the Developer may:
(a) charge the Sponsor interest on the overdue amount at the rate of 8% per year above the base rate of HSBC Bank Plc from time to time (which interest will accrue daily and be compounded quarterly); or
(b) claim interest and statutory compensation from the Sponsor pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
5.7 The Sponsor acknowledges that the aggregate contributions received by the Developer in respect of the Project may exceed the Funding Target. For the avoidance of doubt, the Developer may:
(a) retain all or a part of any excess itself; or
(b) apply all or part of any excess to other crowd-funded projects,
at its sole discretion.
6. Intellectual Property Rights
The Sponsor acknowledges and agrees that:
(a) all Intellectual Property Rights in the Software are and will remain the exclusive property of the Developer;
(b) nothing in the Agreement will serve to assign or transfer any Intellectual Property Rights in the Software from the Developer to the Sponsor (or any other person); and
(c) the Sponsor's only rights to use the Software (if any) will be as part of the CloudSET Platform under the standard terms and conditions for customers of the CloudSET Platform from time to time.
7.1 The Sponsor warrants to the Developer that it has the legal right and authority to enter into and perform its obligations under the Agreement.
7.2 The Developer warrants to the Sponsor:
(a) that it has the legal right and authority to enter into and perform its obligations under the Agreement;
(b) that it will perform its obligations under the Agreement with reasonable care and skill; and
(c) that the Software will at the date of its completion conform in all material respects to the Specification.
7.3 The Sponsor acknowledges that complex software is never wholly free from defects, errors and bugs, and the Developer gives no warranty or representation that the Software will be wholly free from such defects, errors and bugs.
7.4 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement.
8. Limitations and Exclusions of Liability
8.1 Nothing in the Agreement will:
(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit any liability of a party in any way that is not permitted under applicable law; or
(d) exclude any liability of a party that may not be excluded under applicable law.
8.2 The limitations and exclusions of liability set out in this Clause 8 and elsewhere in the Agreement:
(a) are subject to Clause 8.1; and
(b) govern all liabilities arising under the Agreement or in relation to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
8.3 The Developer will not be liable to the Sponsor in respect of any loss of profits, income, revenue, use, production or anticipated savings.
8.4 The Developer will not be liable to the Sponsor for any loss of business, contracts or commercial opportunities.
8.5 The Developer will not be liable to the Sponsor for any loss of or damage to goodwill or reputation.
8.6 The Developer will not be liable to the Sponsor in respect of any loss or corruption of any data, database or software.
8.7 The Developer will not be liable to the Sponsor in respect of any special, indirect or consequential loss or damage.
8.8 The Developer will not be liable to the Sponsor for any losses arising out of a Force Majeure Event.
8.9 The Developer's aggregate liability to the Sponsor under the Agreement will not exceed the greater of:
(a) £500.00; and
(b) the total amount paid and payable by the Sponsor to the Developer under the Agreement.
9.1 The Sponsor may terminate the Agreement at any time before the Funding Target is met, using the Sponsor's account interface on the Developer's website.
9.2 The Developer may terminate the Agreement at any time before the Funding Target is met, by giving written notice of termination to the Sponsor.
9.3 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party commits any material breach of any term of the Agreement, and:
(a) the breach is not remediable; or
(b) the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so.
9.4 Either party may terminate the Agreement immediately by giving written notice to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up; or
(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
9.5 The Agreement may also terminate in accordance with Clause 3.3.
10. Effects of Termination
10.1 Upon termination of the Agreement, all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 5.6, 8, 10 and 12.
10.2 If the Agreement is terminated:
(a) under Clause 9.1, 9.2 or 3.3/9.5; or
(b) by the Sponsor under Clause 9.3 or 9.4,
then the Sponsor shall have no obligation to pay the Contribution to the Developer.
10.3 Save as specified under Clause 10.2, the Sponsor's obligation to pay the Contribution to the Developer shall continue following the termination of the Agreement.
10.4 Subject to Clauses 10.2 and 10.3, termination of the Agreement will not affect either party's accrued liabilities and rights as at the date of termination.
11.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally or sent by recorded signed-for post, or sent by email, for the attention of the relevant person, and to the relevant address given below (or as notified by one party to the other in accordance with this Clause).
Addressee: Legal Department
Email address: firstname.lastname@example.org
Postal address: Coherence Design Limited, Unit B, East House, Braeside Business Park, Poole, Dorset BH15 2BX, UK
The addressee and address or email address set out in the Application Form.
11.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not on a Business Day, at the start of the next Business Day after the relevant time set out below):
(a) where the notice is delivered personally, at the time of delivery;
(b) where the notice is sent by recorded signed-for post, 48 hours after posting; and
(c) where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission).
11.3 A party receiving a notice under this Agreement must send to the other party an acknowledgement of receipt within 2 Business Days of the date of receipt of the notice.
12.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
12.2 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
12.3 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.
12.4 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
12.5 The Sponsor hereby agrees that the Developer may freely assign all of its contractual rights and under the Agreement to any successor to all or a substantial part of the business of the Developer from time to time. Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any contractual rights or obligations under the Agreement.
12.6 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
12.7 Subject to Clause 8.1:
(a) the Agreement constitutes the entire agreement between the parties in relation to the funding and development of the Software, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter; and
(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.
12.8 The Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.