Business

Business Terms and Conditions

1. Welcome to Sumthing

Version July 2024, by Hogan Lovells

Sumthing B.V. (hereafter “Sumthing”, ”we” or “us”) is a for profit social enterprise having its registered office at Krugerplein 36A, Amsterdam, The Netherlands. Sumthing operates a website (web and mobile) available on the following link: https://www.sumthing.org/.

This website is hereafter referred to as the “Platform”.

These Business Terms and Conditions are applicable to corporate users of our Platform. If you are an individual person using the Platform or a Project Owner please see the applicable terms and conditions here and here.

List of definitions

“Applicable Laws and Regulations” means all laws and regulations applicable to Sumthing for the creation and offering of the Platform;

“Applicable Data Protection Laws” means all laws and regulations applicable to the processing of personal data by Sumthing under these Business Terms and Conditions, including, but not limited to, Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016 (General Data Protection Regulation);

“Business Terms and Conditions” means the terms and conditions as set out in this document below;

“Payment Date” means the date on which you started your recurring payments, which will recur monthly on or around the same day;

“Project Owners” has the meaning as set out in clause 4(1);

“Projects” has the meaning as set out in clause 4(1); and

“User” means you, the corporate user accessing these Business Terms and Conditions and a corporate user of the Platform. If you are an individual person using the Platform or a Project Owner, please see the applicable terms and conditions here and here.

2. About the Business Terms and Conditions

User’s use of the Platform is subject to the following Business Terms and Conditions and all Applicable Laws and Regulations. User agrees that by using the Platform, they have read, understood, and agreed to be bound by these Business Terms and Conditions.
Sumthing may amend these Business Terms and Conditions without prior notice. Any changes made will be included in the latest published version of the Business Terms and Conditions available on the Platform. Where required by Applicable Laws and Regulations we will notify you of any substantial or material changes to these Business Terms and Conditions.
All Users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or legal guardian to use the Platform. If you are a minor, you must have your parent or legal guardian read and agree to these Business Terms and Conditions prior to using the Platform.

3. Termination

User may terminate these Business Terms and Conditions at any time by sending us an email at support@Sumthing.org.
If User has any ongoing recurring payments, these can be cancelled at least 30 days prior to the Payment Date by contacting the support of Sumthing in writing using the contact details listed in clause 19 below.
Sumthing may terminate these Business Terms and Conditions for any reason by giving User 30 days’ notice via email or using any other contact information they have provided to Sumthing.
Sumthing may also terminate these Business Terms and Conditions immediately and without prior notice and stop providing access to the Platform, if (i) User materially breaches these Business Terms and Conditions, (ii) User violates Applicable Laws and Regulations, (iii) such action is necessary to protect the personal safety or property of Sumthing, its Users, or third parties (for example in the case of fraudulent behaviour of a User), (iv) User has not interacted with their profile or their donations for more than two years.

4. What can you do on our Platform?

The Platform allows User to make donations to projects for restoring nature (hereafter referred to as “Projects”) managed by third-party organisations (hereafter referred to as “Project Owners”).
User can use a wide range of Sumthing functionalities. The functionalities available on the Platform enable User to visualise the positive effect of their donations to Projects and further support Sumthing’s mission by spreading the word to a larger audience.
Donations made by User on the Platform are non-refundable, unless (i) otherwise determined and communicated to the User by Sumthing or (ii) otherwise required by Applicable Laws and Regulations.

5. Data protection

Sumthing B.V., as controller, is responsible for collecting, processing and disclosing User personal data for the purposes set out in our privacy notice. Sumthing B.V. will collect and process personal data in accordance with Applicable Data Protection Laws and our privacy notice. Please read our privacy notice for more information on how we process User personal data and the privacy rights Users have under applicable data protection laws.

6. Prohibited Activities

User may not access or use the Platform for any purpose other than that for which we make the Platform available and User may not use the Platform for commercial purposes.
As a User of the Platform, you may not use the Platform in a manner inconsistent with any Applicable Laws and Regulations or these Business Terms and Conditions, including by;
1. publishing or transmitting any content on the Platform that is unlawful, misleading, discriminatory or fraudulent, or that infringes or violates someone else’s rights (including their intellectual property rights); or
2. using any information obtained on the Platform in order to harass, intimidate, impersonate, mislead or otherwise harm another person, including any of Sumthing’s employees or agents.

In addition to the above, as a User of the Platform, you may not:
1. (attempt to) upload or transmit viruses or malicious code, or do anything else that could disable, overburden, alter, interfere with, or impair the proper working, integrity, operation, maintenance, security, or appearance of the Platform or the networks or services connected to the Platform;
2. proxy, request, or collect user usernames or email addresses, or otherwise misappropriating these, including for the purpose of sending unsolicited communications to other Users;
3. access, extract or collect data from the Platform using automated means, attempt to access data you do not have permission to access or (attempt to) bypass security related measures designed to prevent or restrict the copying of any content on or access to (portions of) the Platform (without our prior permission);
4. systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without our written permission;
5. delete the copyright or other proprietary rights notice from any content;
6. introduce or suggest to other Users any third party commercial or non-for-profit products or services on the Platform.

7. How donations to Projects work

Project Owners can register their Projects on the Platform to transparently show their activities and open their Projects to receive funding.
When User chooses to support a Project that is open to receive funding, they make their donation on the Platform. Sumthing processes User’s donation and redirects this to the Project(s) chosen by the User, after subtracting the Sumthing service fee and applicable (value added) taxes as applicable to the Sumthing service fee which Sumthing is legally required to remit. For more information on how the Sumthing service fee is calculated please see the explanation here.
Service fees are non-refundable, unless otherwise indicated on the Platform. Sumthing reserves the right to change the service fees at any time, and will provide User with notice of any such service fee changes before they become effective. Service fee changes will not affect transactions made prior to the effective date of the service fee change. If User disagrees with a service fee change they may terminate these Business Terms and Conditions by informing Sumthing in writing using the contact details listed in clause 19 below.
Sumthing enables (i) one-time donations, and (ii) recurring payments to allow User to contribute to Projects continuously and regularly over a determined period of time. In order to maintain subscriptions as set out under (ii), User is billed monthly on or around the Payment Date. Failure to satisfy such payment obligations may result service interruptions, meaning that Sumthing will be unable to process User’s recurring contribution.
In order to make sure that User’s interaction with the Platform and the processing of donations go smoothly, User agrees to provide current, complete and accurate payment and account information and update these when necessary by informing Sumthing using the contact details set out in clause 19 below.
If a Project is indicated to be implemented in batches (i.e. a minimum amount of donations for a single Project), your donation is only transferred once the Project reaches a minimum amount of donations. In case a Project Owner is unable to implement, for any given reason, or a campaign has not yet reached a batch deadline, typically one year after the first donation, your donations may be reverted into another, comparable Project on the Platform. In such cases, Sumthing reserves the right to revert the donation without any prior consent. Sumthing will provide timely updates to inform User of such changes .
The Project Owner is solely responsible for executing and finishing a Project, including all individuals parts of a Project.
Sumthing will use its reasonable endeavours to keep the Platform updated but does not provide guarantees for the Project Owners’ work. Sumthing does not guarantee that Projects are implemented in accordance with the Project description on the Platform, but it will use reasonable endeavours to that end. In the event that Projects are not implemented in accordance with the Project description, Sumthing does not offer refunds. Sumthing does not have any liability towards User in such events that occur as a result of a Project Owner’s actions.
Donations are publicised on the Platform, including their date, status, contributor nationality and number of units contributed. User can decide to add their personal name, organisation’s name, organisation’s logo, or a group’s name to their donation or make a donation anonymously.
In case of a named donation, User can request the deletion of their personal name, organisation’s name or group’s name. Sumthing will then remove this from the Platform. Please note that the date and status of the donation, the contributor nationality and number of units contributed will be retained. For more information on how Users can request the deletion of their personal data, please see our privacy notice.
User does not gain any rights of ownership to any of the units purchased through the Platform, nor to the use, disposition, or possession thereof.
Projects listed on the Platform are presented solely in accordance with the Project Owner’s description. Sumthing does not bear any responsibility or liability for the accuracy or correctness of the Projects. The estimated completion date mentioned for a Project is the Project Owner’s estimate and is not a guaranteed completion date. Sumthing has no responsibility or liability with respect to such estimated completion date. We ask that Project Owners communicate any changes in completion dates with contributors for a Project via the Platform.

8. our intellectual property rights and related obligations

User is fully responsible for the content that it has submitted to the Platform and accepts all legal responsibilities for any consequences thereof. Any content that User posts on the Platform or that passes through the Platform for whatever reasons (including using the Platform as means of transmission) will be treated as non-confidential.
User accepts and agrees, as a condition for using the Platform, it has agreed to let Sumthing, its affiliates and corporate users of the Platform freely use (including, but not limited to copying, displaying, distributing, transmitting, and modifying) the content (including but not limited to pictures, comments, questions and data) it has submitted to the Platform for any purposes that will help Sumthing fulfil its mission, without any compensation, on the Platform or any third party websites or channels, including but not limited to social media channels.

9. Content moderation measures

Sumthing is not obliged to proactively monitor the content submitted to the Platform or actively seek facts or circumstances indicating illegal activity. Sumthing is nonetheless entitled to carry out voluntary own-initiative investigations into or take other measures aimed at detecting, identifying, removing or disabling access to illegal content. Sumthing is also entitled to take the necessary measures to comply with the requirements of Applicable Laws and Regulations.
Sumthing reserves the right to remove any content deemed inappropriate or illegal. Sumthing is not responsible or liable for any loss of data as a result of this action. Sumthing also reserves the right to suspend User’s account temporarily or permanently in case of inappropriate or illegal content. In both cases, Sumthing provides User with a statement of reasons for its content moderation measure(s) taken.

10. Notice and action mechanism

If User believes that illegal content can be found on the Platform, which includes the infringement of its intellectual property rights in relation, User can notify Sumthing hereof via an email to support@sumthing.org. In this case, User should provide Sumthing the following information:
1. a sufficiently substantiated explanation of the reasons why the content in question qualifies as illegal content;
2. in case User believes that its intellectual property rights have been infringed, which of its intellectual property rights have been infringed;
3. a clear indication of the exact electronic location of the alleged illegal content, via the exact URL(s);
4. its name and email address;
5. a statement confirming its bona fide belief that the information it provided to Sumthing is accurate and complete.

Sumthing will review and investigate the complaint and will notify User of its decision, which includes a statement of reasons, without undue delay.
If Sumthing believes that User’s complaint is not justified, User will be given an opportunity to respond to Sumthing’s decision. If Sumthing believes that User’s complaint is justified, Sumthing will remove the illegal content from the Platform. Sumthing also reserves the right to suspend the account via which illegal content is submitted temporarily or permanently. However, the person or entity at the origin of the alleged infringement shall be given an opportunity to respond to such notification in case it believes the content is not illegal. The definitive removal of/or the restoring of the illegal content shall be decided by Sumthing based on the elements provided by the parties involved. Both parties also have the possibility to initiate out-of-court dispute settlement and/or judicial redress. Sumthing recommends User to attempt to resolve their concerns via Sumthing's internal complaint-handling system before initiating out-of-court dispute settlement and/or judicial redress.

11. Sumthing’s intellectual property

Sumthing expressly reserves all intellectual and industrial property rights, and the Platform and its content are protected by all relevant laws governing intellectual property. Sumthing retains all rights available under Applicable Laws and Regulations with regard to the source code, graphic design(s), images, photographs, sounds, animated material, software, texts, domain names, trademarks, brands, logos, and any and all other information and content of whatever form or nature contained within and throughout the Platform, except to the extent specifically stated otherwise in these Business Terms and Conditions.
Sumthing may modify, at its absolute discretion, the contents of the Platform, including its configuration and presentation, without any prior notice.

12. Limitations of Responsibility and Liability

To the extent permitted under Applicable Laws and Regulations, Sumthing is not responsible for any damages, acts, harms, losses or omissions that might result from the User’s use of the Platform, the activities that the User undertakes in any way in relation to the Platform or any of the Projects or the content provided on the Platform. Sumthing does not assume any duty, obligation or responsibility in disputes between Users, or between the User and any third party relating to the use of the Platform.
All content User accesses through the Platform is at their own risk. User is solely and exclusively responsible for any resulting damage or loss to any party resulting in any way from engagement with their respective Project(s).
User is fully responsible for their use of the Platform. Sumthing, its affiliates and/or any other party involved in creating or delivering the Platform do not claim any responsibility or liability for any direct, indirect, consequential, incidental or punitive damages of any kind arising out of User’s use of, access to, ability or inability to use the Platform.
Sumthing is not responsible for any content of any sites that are linked to, or from the Platform. Sumthing disclaims all warranties, either expressed or implied, as to the legality and validity of the contents of such sites. Sumthing is not responsible or liable for any harms or losses that arise as a result of visiting such sites.
Sumthing makes its best effort to ensure that only high-quality Projects are part of the Platform and that the Projects fulfil their responsibilities towards the Platform and its Users. However, Sumthing has no control over these independent organisations and can take no responsibility in case of any misrepresentation, misuse of funds or similar incidents with respect to Projects. Sumthing does not oversee the performance or punctuality of Projects. Additionally, restoration and reforestation take place in natural environments that cannot be fully controlled, neither by Sumthing nor by the Project Owners. Force majeure (e.g. wildfires, labour actions, infrastructural breakdowns or blackouts), are beyond the control of Sumthing and any involved parties and can prevent, damage or destroy restoration efforts despite all risk avoidance and management efforts. Sumthing recommends all Projects to include cost of monitoring and replacement within the funds raised on the Platform that can work as a reserve in case of damage through force majeure. Thus Sumthing is not responsible for the success of any Project nor liable for any direct or indirect consequences, including any loss, damage, or adverse effects that may result from the implementation of the Project. This includes any unintended impacts such as environmental damage or other liabilities that may arise during or after the completion of the Project.

13. Sumthing's Rights

To the extent permitted under Applicable Laws and Regulations, Sumthing reserves the right to terminate or restrict the Platform access of any User and to terminate or restrict any Projects for any reason in its sole discretion. Sumthing is not responsible or liable for any damages- including loss of data- as a result of the termination of access or Projects.
Sumthing reserves the right to refuse any order User may place with us. Sumthing may, in their sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that Sumthing makes a change to or cancel an order, Sumthing will attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. Sumthing reserves the right to limit or prohibit orders that, in our sole judgement, appear to be placed by dealers, resellers or distributors.
Sumthing reserves the right to close the Platform or access to any content or products of the Platform at any time for any reason, with or without notice. Sumthing will not be responsible and liable for any damages or losses, including but not limited to direct, indirect, consequential, incidental, or punitive damages and losses that arise as a result of such action.

14. Governing Law

These Business Terms and Conditions (including the formation, implementation and fulfilment thereof, as well as all disputes that may arise from this) will be governed by the laws of the Netherlands.
All disputes arising out of or related to these Business Terms and Conditions will be subject to the exclusive jurisdiction of the courts located in Amsterdam.

15. Indemnification

To the extent permitted under Applicable Laws and Regulations, User agrees to defend, indemnify, and hold Sumthing harmless, including Sumthing’s subsidiaries, affiliates, and all of Sumthing’s respective directors, officers, agents, partners, suppliers and employees, from and against any loss, damage, liability, claim, demand, damage or expense (including any legal fees and expenses), made by any third party due to or arising out of:
1. User’s donations;
2. use of the Platform;
3. User’s breach of these Business Terms and Conditions;
4. User’s violation of the rights of a third party, including but not limited to intellectual property rights; or
5. any overt harmful act toward any other User of the Platform with whom User connected via the Platform.
To the extent permitted under Applicable Laws and Regulations and notwithstanding the foregoing, Sumthing reserves the right, at User’s expense, to assume the exclusive defence and control of any matter for which User is required to indemnify us, and User agrees to cooperate, at their own expense, with our defence of such claims. Sumthing will use reasonable efforts to notify User in a timely manner of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
Sumthing reserves the right to interrupt the Platform for maintenance, system updates or any other changes, informing the User appropriately. Sumthing may also decide to suspend or terminate the Platform altogether. If the Platform is terminated, Sumthing will cooperate with User to enable them to delete personal data or other information where required or allowed by Applicable Laws and Regulations. Additionally, the Platform might not be available due to reasons outside the Sumthing’s reasonable control, such as force majeure.

16. Entire Agreement

These Business Terms and Conditions constitute the entire agreement between User and Sumthing with respect to the subject matter hereof, and supersede all other communications including, but not limited to, all prior agreements, arrangements, understandings or representations between the parties, whether oral or written, with respect to such subject matter. These Business Terms and Conditions will be enforced to the fullest extent permitted by Applicable Laws and Regulations.
Each party to these Business Terms and Conditions warrants that it has not relied on any representations, arrangements, understanding or agreement (whether written or oral) not expressly set out or referred to in these Business Terms and Conditions. The only remedy available to any party in respect of any such representations, arrangements, understanding or agreement shall be for the breach of contract in accordance with the terms of these Business Terms and Conditions.

17. Severability

Should any provision of these Business Terms and Conditions be found by any court or a competent public body or authority to be illegal, invalid or unenforceable under Applicable Laws and Regulations:
1. such illegality, invalidity or unenforceability shall not affect the validity of the rest of the Business Terms and Conditions, which shall remain in full force and effect, unless the severed provisions are essential to the agreement, or of such importance that the parties would not have entered into the contract if they had known that the provision would not be valid; and
2. if such provision would cease to be illegal, invalid or unenforceable if some part of the provision were modified or deleted, the provision in question shall apply with such minimum modification or deletion as may be necessary to make it legal, valid and enforceable.

18. Warranty Disclaimer

To the extent permitted by Applicable Laws and Regulations and other than as provides in this Agreement, the Platform is available on an ''as is'' basis and Sumthing makes no other warranties, express or implied, and hereby disclaims all implied warranties, including any warranty of merchantability and warranty or fitness for a particular purpose.

19. More Information

If you are looking for more information, you can contact us through one of our preferred contact methods:

Office: Krugerplein 36A, Amsterdam, The Netherlands.
E-mail: support@sumthing.org