Last updated: 24 June 2021
1.Introduction
1.1 Count Us In is an online platform at https://www.count-us-in.org (“Website”) that aims to mobilise a billion people to take climate action. Through the platform, citizens can record Steps, and organisations can create Team Pages where they can show the collective impact of citizens within their communities.
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 5 High Green, Great Shelford, Cambridge, England, CB22 5EG ("Do Nation").
2.1 The “Contract” comprises these terms and conditions and the user terms at https://www.count-us-in.org/terms-and-conditions-for-users/ (“User Terms”). To the extent that there is any difference between any terms and conditions on the Website and this Contract, this Contract shall prevail. Any capitalised terms not defined in the body of this Contract are defined at Clause 13. This Contract sets out the legally binding terms and conditions for Your use of the Website and Services and applies to all users of the Website and/or Services, including all users who are also contributors of content, information, and other materials or services on the Website.
2.2 The Privacy Policy is available at https://www.count-us-in.org/privacy-policy/ (as updated from time to time, the "Privacy Policy" and notified to you).
2.3 We may revise this Contract by agreement in writing with you.
2.4 We shall not materially remove, suspend a material part, or discontinue the Services without agreement with you (each a “Material Service Removal”). If there is a Material Service Removal then we shall notify You immediately and refund a proportion of the Charges pro-rated in accordance with the impact of the Material Service Removal.
2.5 The term of this Contract commences on the date that it is signed by both parties and shall continue for the agreed term unless otherwise terminated in accordance with this Contract (the "Subscription Term"). [At the end of the Subscription Term it shall automatically renew for another Subscription Term, unless You give written notice not to renew in accordance with the Notice Period.]
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.
2.8 You represent that you have full authority to bind such entity to this Contract and that it is fully binding on it.
3.1 You will be charged a Monthly Support Fee based on Your size and organisation status, as set out in the Count Us In materials.
3.2 You will in addition be charged a Monthly User Fee based on either a) the number of users recording pledges in each month, for externally facing teams, or b) the number of employees the platform is made available to, irrespective of how many employees sign up, in the case of internally facing programmes.
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 will provide the Services using reasonable care and skill.
3.5 Any descriptive matters or advertising issued by Do Nation, excluding details of Schedule 1, 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 Community Page, Team Pages, or any Step created by You that does not comply with the content standards set out in the "Uploading material to Website" section below or which, in Do Nation's reasonable opinion, is otherwise unsuitable or is contrary to Do Nation's goals.
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 not disclose them to any third party. Do Nation has the right to disable any user identification code, password or credential, if in Do Nation's reasonable 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 the Website's security procedures, treat such information as confidential, and 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 Do Nation, at any time, if in Do Nation's reasonable opinion you have failed to comply with any of the provisions of this Contract 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 Contract 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.
5.1 You shall pay Charges on the basis of the Tier you subscribed to, as detailed in the Count Us In Materials.
5.2 Do Nation shall have the right to make changes to the Charges at any time. 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. If You do not agree the new Charges, you may terminate the Contract upon written notice in accordance with the Notice Period (and the unamended charges shall apply to that period).
5.3 The Charges are payable by You in arrears on a monthly basis or as may otherwise be agreed in writing between You and Do Nation (the ‘Billing Cycle’). The amount payable under each invoice issued to You will be based on the Tier you subscribed to.
5.4 Do Nation shall be entitled to issue an invoice for the Charges to You to the email address provided by You at the end of each Billing Cycle.
5.5 You shall pay each invoice submitted by Do Nation:
5.6.1 within 14 days of the date of the invoice (the “Due Date”); and
5.6.2 in full and in cleared funds in such manner as we may require from time to time.
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, 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 Bank of England 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.
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, abusive 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 complies with these 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. If any content issues are notified to Do Nation, Do Nation shall follow its internal policies, taking into account the nature of the content and reason for the notification.
6.5 Do Nation has the right to remove any of Your Material if, in our reasonable 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).
7.1 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.
8.1 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 for a period of 2 years.
9.1 When pledging to carry out a Step on your Team Pages, users can ask us to share their name and email address with You, so that You can contact the user to thank them or to share other relevant information with them about the initiative. Unless the user requests this in respect of a Step, You will not be provided with any personal data relating to users of the Website. Any such personal data shared with You shall be the Shared Personal Data.
9.2 Do Nation and You acknowledge that for the purposes of the General Data Protection Regulation 2016/279/EU (GDPR), Do Nation and Future Stewards Foundation are joint controllers of personal data relating to users. More information about how Do Nation and Future Stewards Foundation use personal data is in the Privacy Policy.
9.3 Upon receipt of Shared Personal Data, You are a controller. You agree that Your use of the Shared Personal Data is restricted to contacting the user to thank them for their Step and to share other relevant information with them about the initiative (Purpose). You agree to comply in full with all applicable data protection legislation (including the GDPR). In particular, You shall promptly comply in all respects with Article 14 GDPR (information to be provided where personal data have not been obtained from the data subject). If you wish to process the personal data for any reason other than the Purpose, you must take such additional steps as are required by the GDPR to do so.
9.4 You agree that You will (i) not use the Shared Personal Data in any way that is contrary the Purpose or use it in any way which may prejudice the interests, fundamental rights or freedoms of the data subjects; (ii) take appropriate procedural, technical and organisational measures to prevent unlawful disclosure, unauthorised processing of or accidental loss, destruction, damage or alteration to the Shared Personal Data; (iii) subject to reasonable confidentiality undertakings, (a) permit Do Nation and/or Future Stewards Foundation to inspect and audit Your data processing activities (and those of Your agents, subsidiaries and sub-contractors) relating to the Shared Personal Data, (b) comply with all reasonable requests or directions of Do Nation or Future Stewards Foundation to enable them to verify and/or procure that You are in compliance with Your data protection obligations with respect to the Shared Personal Data, and (c) take such remedial actions as reasonably required by Do Nation or Future Stewards Foundation following such audit; (iv) assist Do Nation and Future Stewards Foundation to comply with their obligations under data protection laws, including with respect to dealing with data subjects, security, breach notifications, impact assessments and consultations with supervisory authorities; and (v) notify Do Nation immediately of any personal data breach or near miss affecting the Shared Personal Data (including providing information on root cause and remedial actions). You will indemnify Do Nation and Future Stewards Foundation from legally enforceable, reasonably foreseeable and properly mitigated direct actions, claims (including counterclaims), proceedings, costs, losses, damages, fines, penalties and all other liabilities resulting from any obligation, act or omission by You under this clause 9 except where and to the extent that such violation is due to Do Nation’s or Future Stewards Foundation’s act or omission.
9.5 If You upload employee or other individuals personal data as part of Your campaign (Upload Personal Data), 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. Solely in respect of the initial processing Do Nation performs as processor on Upload Data to communicate Your campaign to employees or other individuals, Do Nation shall: (i) use the Upload Personal Data to implement your instructions; (ii) ensure that all persons authorised to process Upload Personal Data are subject to appropriate confidentiality obligations; (iii) take appropriate procedural, technical and organisational measures to prevent unlawful disclosure, unauthorised processing of or accidental loss, destruction, damage or alteration to the Upload Personal Data; (iv) assist You in Your compliance with the GDPR with respect to dealing with data subjects, security, breach notifications, impact assessments and consultations with supervisory authorities in connection with the Upload Personal Data.
9.6 Subject to compliance with the GDPR, You consent to Do Nation’s use of any sub-processor with respect to processing of Upload Personal Data. Sub-processor information is available in the Do Nation Privacy Policy. Do Nation will at all times remain responsible for its sub-processors.
9.7 Once Your subscription expires or you terminate this agreement, Do Nation will permanently delete the personal data of any Upload Personal Data for employees or individuals who did not activate their account with Do Nation.
9.8 Any international transfers of personal data by Do Nation shall be subject to compliance with Chapter V of the GDPR.
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 neither party shall be liable to the other, 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 Both parties’ total liability to one another 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.
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.
11.1 Without limiting its other rights or remedies, each party may terminate the Contract upon giving written notice to the other party in accordance with the Notice Period, with termination effective at end of the Billing Cycle in which the notice is given, or as otherwise agreed with Do Nation.
11.2 Do Nation shall have the right upon giving written notice to You to immediately 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;
11.2.2 You commit any fraud or dishonesty or act in any manner which in the reasonable 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, Do Nation may, at its own option upon 7 days’ written notice suspend access to Website features and provision of the Services under the Contract.
11.4 If You have failed to pay any amount due under the Contract on the Due Date and Do Nation has suspended Your access to Website features and the provision of the Services pursuant to 11.3.2, and then You subsequently pay the overdue amount to Do Nation, Do Nation shall reinstate Your access to Website features and the provision of the Services. You shall not be entitled to any reduction in Charges or refund with respect to the period during which Your access to Website features and the provision of the Services was suspended.
12.1 On expiry or termination of the Contract for any of the reasons listed:
12.1.1 You shall immediately pay to Do Nation all outstanding unpaid charges and interest for the period in which You have used the Services. In the event that Your account is in credit at the effective date of termination, You will not be entitled to a refund;
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 In the event of termination of the Contract and You have chosen to pay the Charges on a quarterly or annual basis then You will be entitled to any refund of any Charges that relate to the remaining period of Your subscription based on Do Nation’s sliding pricing scale.
13.1 Definitions.
In this Contract, the following definitions apply:
“Billing Cycle” means the interval of time from the end of one invoice date to the next invoice date;
"Charges" means the charges payable by You for access to and use of the Services in accordance with clause 5;
“Community Page” means the page on the Website which lists and shows the aggregated impact of all your Team Pages
“Community Member” means a partner signing up to the Community Membership tier.
“Count Us In Materials” relate to the latest documents published by Count Us In detailing the features and charges of the Membership Tiers.
"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;
“Notice Period” means at least 30 days;
"Services" means services provided by Do Nation which support the Tier You have selected from the options provided on the Website;
“Step(s)” mean actions users can commit to doing through the Website
“Team Members” means partners who have signed up to the Team Membership tier.
“Team Page” means the page where your users can record and share their Steps, and where they can see the collective impact of all members of that team.
"Subscription Term" means the duration of this Contract as set out in clause 2.5;
"Tier" means the Citizen Membership or Community Membership, 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.
14.1 Force majeure:
14.1.1 For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of either party 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, epidemic, pandemic, quarantine, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
14.1.2 neither party shall be liable to the other 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 only with Your prior written consent (such consent not to be unreasonably withheld or delayed).
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 Your rights or obligations under the Contract (such consent not to be unreasonably withheld or delayed).
14.3 Notices:
14.3.1 Either party will give any necessary notices (including, but not limited to notices, agreements, legally required disclosures or other information in connection with the Services) by first class post to either party’s registered office address.
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.