Project Owners

Consumer 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 Project Owners Terms and Conditions are applicable to organisations which launch and manage projects for restoring nature and make use of our Platform. If you are an individual person using the Platform or a corporate user please see the applicable terms and conditions here and here.

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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 Project Owners 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);

“Impact Agreement” means the agreement as concluded between Sumthing and the Project Owner(s);

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

“Project Owner(s)” means you, the organisations launching and managing Projects on the Platform;

“Projects” means the projects for restoring nature that are published on the Platform and which are owned by Project Owners .

2. About the Project Owner Terms and Conditions

Project Owner’s use of the Platform is subject to the following Project Owner Terms and Conditions and all Applicable Laws and Regulations. You agree that by using the Platform, you have read, understood, and agree to be bound by these Project Owner Terms and Conditions.
These Project Owner Terms and Conditions are applicable throughout the duration of the Project Owner’s use of the Platform and performance of the Project.
Sumthing may amend these Project Owner Terms and Conditions without prior notice. Any changes made will be included in the latest published version of the Project Owner 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 Project Owner Terms and Conditions.
All Project Owners 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 Project Owner Terms and Conditions prior to using the Platform.

3. Termination

The Project Owner may terminate these Project Owner Terms and Conditions with 30 days’ notice by sending us an email at support@Sumthing.org. All ongoing Projects initiated prior to termination will be fully carried out in line with the description on the Platform and in accordance with these Project Owner Terms and Conditions, including throughout the 30 days’ notice period.
Sumthing may terminate these Project Owner Terms and Conditions for any reason by giving the Project Owner 30 days’ notice via email or using any other contact information they have provided to Sumthing.
Sumthing may also terminate these Project Owner Terms and Conditions immediately and without prior notice and stop providing access to the Platform, if (i) Project Owner materially breaches these Project Owner Terms and Conditions and/or the Impact Agreement, (ii) Project Owner violates any Applicable Laws and Regulations, (iii) there is a case of misuse of donations transferred to the Project Owner (including but not limited to fraudulent or illegal activities and any use for purposes other than those described and indicated on the Platform), (iv) 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 the Project Owner), (v) Project Owner has not interacted with the Platform for more than two years.

4. Data protection

Sumthing, as controller, is responsible for collecting, processing and disclosing the Project Owner's personal data for the purposes set out in our privacy notice. Sumthing 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 Project Owners' personal data and the privacy rights Project Owners have under Applicable Data Protection Laws.

5. What can you do on our Platform?

Project Owners can create (several) Projects on the Platform free of charge. In accordance with the Impact Agreement, qualified restoration projects deemed qualified by Sumthing and that continuously meet Sumthing’s minimum standards, including the ‘Sumthing Score’ as evaluated by our expert panel, are eligible to accept funding on the Platform. For more information on the Sumthing Score and how Projects can qualify for the Platform, please see our “Finding And Scoring Restoration Projects” help page.
Once accepted, Project Owners can register their Projects on the Platform to transparently show their activities to potential donors accessing and using the Platform. The functionalities available on the Platform enable potential donors to visualise the positive effect of their donations to Projects and further support Sumthing’s and Project Owners' mission by spreading the word to a larger audience.
Sumthing reserves the right to accept, reject or delay Projects based on availability of the Platform, technical and practical capabilities, or other business, tax, compliance, and legal limitations.
By creating a Project, you automatically become a Project Owner. As a Project Owner, you warrant you are the legal representative of the organisation that creates and manages the Project, and act as the technical operator of the Project described in your account on the Platform and as otherwise indicated in your interaction with the Platform. In case you are not the legal representative of the Project, you warrant that you have the legal rights to operate the Project and that its owner is aware of and agrees with your use of our Platform and these Project Owner Terms and Conditions. In this case, you will warrant that the legal representative has received, read, and agreed to these Project Owner Terms and Conditions.
Sumthing processes all donations and redirects these to the respective Project(s) Owner after subtracting the Sumthing service fee, any applicable transaction fees raised by third party payment service providers, 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. As a Project Owner, you are responsible for paying any additional fees or taxes associated with your use of the Platform.
Sumthing reserves the right to withhold transferring donations to Projects in cases where:
1. a Project, which is indicated to be implemented in batches (i.e. a minimum amount of donations for a single Project), has not yet reached this minimum amount of donations;
2. donations exceed in volume the declared capacity of a Project to implement the donations within 12 months;
3. there are reasonable grounds for suspecting that these Project Owner Terms and Conditions or Applicable Laws and Regulations are not complied with; or
4. the quality and/or transparency standards for the Project are not met as set out in the Impact Agreement.

In the cases described under 3 above, Sumthing reserves the right to delay transferring the donations and/or revert all or some donations to another Project that has the capacity to implement the funding volume and which, to the extent possible, is similar to the originally chosen Project in terms of price range and location. Project Owners must not take any actions in reliance on collecting relevant donations until these are available to withdraw from the payment account provided for this purpose.
Project Owners:
1. are solely responsible for executing and finishing a Project, including all individuals parts or batches of a Project;
2. ensure and warrant that all donations are exclusively used for funding the Project as described on the Platform and according to the conditions (e.g. cost per tree) declared on the Platform and agreed upon in the Impact Agreement. The Project has to be carried out on the location indicated on the Platform and the received donations have to be implemented within 12 months of their receipt by the Project;
3. are responsible for the maintenance and monitoring of the Project specific restored areas as indicated on the Platform, and has to regularly – at least once a year – report to Sumthing regarding their activities that were funded via the Platform. In this report, the Project needs to confirm that the funds were used for the intended purpose and outline when, where, and how the restoration activities were carried out. Sumthing will provide a template for this report;
4. agree to provide the exact geolocation of the Project specific restoration area(s) firstly in form of GPS coordinates and secondly as a polygon (file: KML, Shapefile, GeoJson). Sumthing agrees to take commercially reasonable measures to technically support this process to the extent required;
5. agree, upon reasonable notice, to occasional on-site visits by volunteer academics or nature experts for project reviews;
6. agree and ensure to not contact a third party (including any other users of the Platform) by default and only when requested by Sumthing. Project Owners shall not provide donation receipts to Platform users;
7. acknowledge and agree, by using the Platform, that Sumthing cannot guarantee that a minimum amount of donations will be made to any single Project and can therefore not take any responsibility for the amount of funding generated via the Platform.

With 30 days’ notice, a Project Owner can decide to close a Project, whether completed or not, by notifying Sumthing using the contact information set out below in clause 18. However, the Project Owner agrees to ensure that the activities funded through the Platform are carried out in accordance with these Project Owner Terms and Conditions and the Impact Agreement, and to provide a report at the latest 24 months after the closure of the Project on the Platform.
In case of misuse of funds and any other breaches of these Project Owner Terms and Conditions by Project Owners, Sumthing reserves the right to initiate case management proceedings and to examine and, if necessary, terminate the cooperation with Project Owners and/or specific Projects.
In consultation with our third party payment service providers, Sumthing may take commercially reasonable measures to help resolve payment-card disputes that might occur. On a case-by-case basis, and where required by Applicable Laws and Regulations, Sumthing will assist in handling the re-presenting of a charge to settle the dispute with the card issuer and/or third party payment service provider. In such cases, Project Owners will be notified that a dispute has been filed and be able to provide evidence to help Sumthing resolve the issue it in the Project Owner’s favour. If the cardholder’s or third party payment service provider’s dispute is found valid, Project Owners will authorize Sumthing to charge the credit card or other payment method that has been provided when the Project was initiated, for the required amount, including any applicable fees or transaction costs.

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6. Prohibited Activities

Project Owners may not access or use the Platform for any purpose other than that for which Sumthing makes the Platform available and Project Owners may not use the Platform for commercial purposes.
Project Owners may not use the Platform in a manner inconsistent with any Applicable Laws and Regulations or these Project Owners 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, Project Owners 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 of the Platform;
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 of the Platform, any third party commercial or non-for-profit products or services on the Platform.

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7. Your intellectual property rights and related obligations

The Project Owner is fully responsible for the content that it has submitted to Sumthing or the Platform and accepts all legal responsibilities for any consequences thereof. Any content that Project Owners provide to Sumthing or post 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.
The Project Owner 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 provided to Sumthing or 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.

8. Content moderation measures

Sumthing is not obliged to proactively monitor the content provided to Sumthing or 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 the Project Owner's account temporarily or permanently in case of inappropriate or illegal content. In both cases, Sumthing provides the Project Owner with a statement of reasons for its content moderation measure(s) taken.

9. Notice and action mechanism

If the Project Owner believes that illegal content can be found on the Platform, which includes the infringement of its intellectual property rights, the Project Owner can notify Sumthing hereof via support@sumthing.org. In this case, the Project Owner 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 the Project Owner 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 the Project Owner of its decision, which includes a statement of reasons, without undue delay.
If Sumthing believes that the Project Owner's complaint is not justified, the Project Owner will be given an opportunity to respond to Sumthing’s decision. If Sumthing believes that the Project Owner’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 the Project Owner to attempt to resolve their concerns via Sumthing's internal complaint-handling system before initiating out-of-court dispute settlement and/or judicial redress.

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10. 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 Project Owners Terms and Conditions.
Sumthing may modify, at its absolute discretion, the contents of the Platform, including its configuration and presentation, without any prior notice.

11. 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 Project Owner's use of the Platform, the activities that the Project Owner 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 Project Owners or between the Project Owner and any third party relating to the use of the Platform.
All content the Project Owner accesses through the Platform is at their own risk. The Project Owner is solely and exclusively responsible for any resulting damage or loss to any party resulting in any way from any engagement with their respective Project(s).
Project Owners are 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 a Project Owner'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 takes 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. 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 (e.g. wildfires, labour actions, infrastructural breakdowns or blackouts). 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.

12. 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 Project Owner 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 accept, reject or delay Projects based on availability of the Platform, technical and practical capabilities, or other business, tax, compliance, and legal limitations.
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.

13. GOverning Law

These Project Owners 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 Project Owners Terms and Conditions will be subject to the exclusive jurisdiction of the courts located in Amsterdam.

14. Indemnification

To the extent permitted under Applicable Laws and Regulations, the Project Owner 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. the Project of Project Owner's;
2. use of the Platform;
3. Project Owner's breach of these Project Owners Terms and Conditions;
4. Project Owner's violation of the rights of a third party, including but not limited to intellectual property rights; or
5. any overt harmful act towards any other Project Owner or user of the Platform with whom the Project Owner connected via the Platform.
To the extent permitted under Applicable Laws and Regulations and notwithstanding the foregoing, Sumthing reserves the right, at the Project Owner's expense, to assume the exclusive defence and control of any matter for which the Project Owner is required to indemnify us, and the Project Owner agrees to cooperate, at their own expense, with our defence of such claims. Sumthing will use reasonable efforts to notify the Project Owner 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 Project Owner appropriately. Sumthing may also decide to suspend or terminate the Platform altogether. If the Platform is terminated, Sumthing will cooperate with the Project Owner 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.

15. Entire Agreement

These Project Owners Terms and Conditions constitute the entire agreement between the Project Owner 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 Project Owners Terms and Conditions will be enforced to the fullest extent permitted by Applicable Laws and Regulations.
Each party to these Project Owners 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 Project Owners 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 Project Owners Terms and Conditions.

16. Severability

Should any provision of these Project Owners 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 Project Owners 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.

17. 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.

18. 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